FIRST NATIONAL BANK OF ROCHESTER
                            COMMERCIAL LINE OF CREDIT NOTE


Account Name:     JAMES D. RYAN

Dated:            APRIL 28, 1998

Maximum Credit Amount: ONE HUNDRED THOUSAND AND NO/100  DOLLARS  ($100,000.00)


         FOR VALUE  RECEIVED,  the  undersigned  (individually a "Borrower") (if
more than one,  jointly  and  severally)  promises  to pay to the order of FIRST
NATIONAL  BANK OF ROCHESTER,  a national  banking  association  having its chief
executive office at 35 State Street,  Rochester, New York 14614, ("Bank") at any
of the banking  offices of the Bank in lawful money of the United  States and in
immediately available funds, the outstanding principal sum on the line of credit
made available to the Borrower  pursuant to the terms and conditions hereof (the
"Credit)  plus interest on such  principal sum in accordance  with the terms and
conditions set forth in the following paragraphs.

 Obtaining Advances on Credit. The Borrower may obtain advances on the Credit in
multiples  of the  lesser of (a)  $1,000.00  or (b) the  unused  balance  of the
Maximum Credit Amount  indicated above (the "Maximum  Credit") by making written
or oral  requests  for  such  advances  to Bank  through  any of its  authorized
Commercial  Lending Officers.  The decision to make such an advance or to refuse
to make  such an  advance  shall be  subject  to the  discretion  of Bank.  Such
requests may be made by the Borrower,  by any  authorized  agent of the Borrower
(including  any  partner  or  officer of the  Borrower)  or by any other  person
designated  by Borrower as a person  having  authority  to  authorize an advance
under this Note.  Bank shall be  entitled to rely upon the request of any person
it in good faith believes to be authorized by Borrower to borrow under this Note
and Bank  shall not be liable to  Borrower  as a result of making or  failing to
make any advance hereunder.  Advances on the Credit will be deposited by Bank to
a demand deposit  account of Borrower with Bank. Bank reserves the right, at its
sole  discretion,  to make advances on the Credit to cover either  overdrafts by
Borrower on a deposit  account  with Bank or any  drawings  by Borrower  against
uncollected funds in a deposit account with Bank.

  Statement of Balance Due. Bank shall provide  periodic  statements to Borrower
describing,  as of  the  effective  date  of  such  statement,  the  outstanding
principal balance,  the interest owing, any other charges owing and the advances
and payments made during the period covered by the statement. The Bank's records
shall be presumptive evidence of the balances owing with respect to the Credit.

  Out of Debt  Period.  During  each  twelve-month  period  that the  Credit  is
available  to  Borrower,  there  shall be at least one  thirty-day  period  when
Borrower is not indebted to Bank pursuant to the Credit.

 Interest  Rate;   Interest  Payments.   Borrower  shall  pay  interest  on  the
outstanding principal sum of the Credit from and including the date of this Note
to but not  including the date such sum is paid in full  (including  each day on
which  Bank is  closed)  at a  variable  rate per year that shall on each day be
0.50% above the rate per year in effect such day as that  designated  by Bank as
the prime rate of interest of Bank,  with such  interest to be calculated on the
basis  of  a  360-day  year  for  the  actual  number  of  days  of  each  year.
Notwithstanding  the  foregoing,  the rate of  interest  per  year on and  after
maturity of the  outstanding  principal  balance,  because of Bank's  demand for
immediate payment in full of such outstanding  principal balance,  shall on each
day be 3% per year above the rate described in the preceding sentence.  Interest
will  be  billed  to  Borrower   monthly  on  the  outstanding   principal  sum.
Notwithstanding  the generality of the foregoing,  in no event shall interest be
payable at a rate in excess of the maximum rate permitted by applicable law.

 Credit Facility Fees. [not applicable]

 Late Charges. Borrower shall pay a late charge equal to 6% of the amount of any
scheduled payment with respect
to each payment not received by Bank on or before the 10th day after it is due.

 Application of Payments;  Charging Deposit Accounts for Payments.  All payments
received by Bank shall be applied on the date received first to late charges, if
any,  second to accrued  interest and third to Principal.  Borrower  agrees that
Bank may,  at its option  and in  addition  to the right of  offset,  charge any
demand  deposit  account of  Borrower at Bank for any amount that has become due
and owing to Bank hereunder.

 Use of Proceeds.  Borrower represents and warrants to Bank that the advances to
be made hereunder shall be used solely for business or commercial purposes.

 Financial  Information.  Borrower agrees to provide Bank,  promptly upon Bank's
request,  with (a) periodic  financial  statements in form satisfactory to Bank,
(b) copies of federal and state  income tax returns and (c) all other  financial
information requested by Bank from time to time.

   Termination  of Credit.  Borrower may  terminate  its rights to take advances
under the Credit at any time by giving  written  notice to Bank of its desire to
do so. Notice should be directed to the "Commercial  Lending  Department" at the
address  above or at any other  address  provided  to  Borrower  by Bank for the
purposes of such  notices.  The Credit shall become  unavailable  after Bank has
received  such notice and has had a reasonable  time to act thereon.  The Credit
may be terminated by Bank at any time for any or no reason  without prior notice
to  Borrower.  The  Credit  is also  subject  to  Bank's  continuing  rights  of
modification,  restriction or suspension,  provided,  however, that Bank may not
modify the interest  rate  applicable to  outstanding  balances or other fees or
charges  except as specified in this Note.  Termination  of the Credit shall not
affect the Borrower's obligation to pay the outstanding balance under the Credit
and all interest and other applicable charges.

 Demand Obligation; Demands for Payment. All amounts owing pursuant to this Note
but not yet paid shall,  without any notice,  demand,  presentment or protest of
any kind (each of which is waived by Borrower), automatically become immediately
due if  Borrower  commences  or has  commenced  against  it  any  bankruptcy  or
insolvency  proceeding.  This Note is payable  "ON  DEMAND"  and Bank may demand
immediate payment in full of all amounts owing hereunder in its sole discretion.
Without  limiting  Bank's  rights as  described in the  previous  sentence,  all
amounts owing pursuant to this Note but not yet paid may become  immediately due
at the sole option of Bank if (a) any amount owing  pursuant to this Note is not
paid when  due,  (b)  Borrower  or any  guarantor  or  endorser  of this Note (a
"Guarantor")  is dissolved,  dies or becomes  incompetent or insolvent  (however
such  insolvency is  evidenced),  (c) any  Guarantor  commences or has commenced
against it any bankruptcy or insolvency proceeding, (d) Bank in good faith deems
itself  insecure with respect to any amount owing pursuant to this Note or is of
the opinion that any guaranty, endorsement,  collateral or other security now or
hereafter  securing the payment of or otherwise  applicable  to any amount owing
pursuant to this Note is not sufficient or has declined or may decline in value,
(e) there occurs or exists any event or condition of default for purposes of any
mortgage, security agreement, collateral assignment agreement or other agreement
now or hereafter in effect  between Bank and any Borrower or (f) there occurs or
exists any event or condition of default for purposes of any mortgage,  security
agreement,  collateral  assignment  agreement,  guaranty or other agreement that
secures or applies to the payment of any amount owing  pursuant to this Note and
that is now or hereafter  in effect  between Bank and any person or entity other
than any  Borrower.  Borrower  waives any and all rights to any notice,  demand,
presentment  for  payment,  notice of protest and protest  with  respect to this
Note.

 Collection Expenses. Borrower shall pay all costs and expenses incurred by Bank
in endeavoring to collect any amount owing pursuant to this Note or to otherwise
protect its rights  with  respect to this Note  (including,  but not limited to,
reasonable attorneys' fees for legal advice,  litigation or other representation
of Bank).

 New York Law; Consent to Jurisdiction and Venue;  Waiver of Trial by Jury. This
Note shall be governed by and  interpreted  and enforced in accordance  with the
internal law of the State of New York,  without regard to principles of conflict
of laws. Borrower consents to the jurisdiction of the courts of the State of New
York and agrees that any court located in the county in which Bank has its chief
executive office shall be the proper forum for any action or proceeding  between
Borrower and Bank unless either (a) Bank in its sole discretion  chooses another
forum or (b) applicable law requires another forum.  BORROWER AND BANK WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  BETWEEN  THEM  BASED  UPON,
ARISING OUT OF, OR IN ANY WAY CONNECTED TO, THIS NOTE.

                                                 s/James D. Ryan
                                                   James D. Ryan