Converted by EDGARwiz



EXHIBIT 4(b)









THIS NON-NEGOTIABLE SUBORDINATED
PROMISSORY NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
 IT MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER SUCH ACT OR IN COMPLIANCE WITH AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.


NON-NEGOTIABLE SUBORDINATED
PROMISSORY NOTE


		
	U.S. $600,000.00
	New York, NY
 April 12, 2010








FOR VALUE
RECEIVED, the undersigned, Cover-All Systems, Inc., a Delaware corporation (“Borrower”), hereby promises to pay to
Moore Stephens Business Solutions, LLC, a Delaware limited liability company (“Creditor”), or Creditor’s
permitted assigns hereunder, the principal amount of SIX HUNDRED THOUSAND DOLLARS ($600,000.00) (the
“Principal”), together with interest from time to time outstanding at the Applicable Rate, in accordance with and
subject to the terms of this Non-Negotiable Subordinated Promissory Note (“Note”) (including Section 8.2 hereof).
 This Note is being delivered in connection with the closing of the transactions contemplated by the Asset Purchase Agreement,
dated as April 12, 2010 (the “Asset Purchase Agreement”), by and among Borrower, Creditor, Hays & Company LLP,
Moore Stephens Consulting Limited and The Rachlin Group.  Any capitalized term used herein and not otherwise defined herein
shall have the meaning ascribed to such term in the Asset Purchase Agreement.


1.



Definitions.  The following terms have the following meanings:


“Applicable Rate”
means 5% per annum, compounded annually.


“Borrower Group”
means Cover-All Technologies Inc. and each of its direct and indirect subsidiaries, including Borrower.


“Borrower Group
Member” means any member of Borrower Group.


“Business Day”
means any day other than a Saturday, Sunday or day in which banks in the State of New York are authorized or required to close.


“Change of
Control” means the occurrence of any of the following events (whether in one or more transactions) with respect to
Borrower:  (i) any person becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), of 20% or more of the total voting power of the Borrower’s common
stock; (ii) any sale, lease, exchange or other transfer of all, or substantially all, the assets of Borrower to any person or group
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act); (iii) Borrower merges or consolidates with or into another
company or another company merges with or into Borrower, and in any such case, the securities of Borrower that are outstanding
immediately prior to such transactions and that represent 100% of the common stock of Borrower are changed into or exchanged for
cash, securities or property; or (iv) the dissolution, winding up or liquidation of Borrower.


“Default Rate”
means 4% per annum, compounded annually.













“Maturity Date”
means the date which is eighteen (18) months from the date of this Note.


“Note
Obligations” means the Indebtedness and other Liabilities owing by Borrower to Creditor under this Note, whether due or to
become due, now existing or hereafter arising and whether consisting of principal, interest or otherwise.


“Order” means any
decree, judgment, award or other order of any kind or nature.


“Senior Debt”
shall mean all Liabilities of any one or more Borrower Group Members owing to or for the benefit of any Person to the extent the
same constitute or are in respect of Indebtedness and, in each case, whether due or to become due, or now existing or hereafter
arising or incurred, provided, that (i) the Note Obligations shall not constitute Senior Debt, (ii) Liabilities shall not
constitute Senior Debt if the same are pari passu or subordinate to the Note Obligations, in either case, pursuant to an
express written agreement executed by Borrower, Creditor and the corresponding debt holder, and (iii) trade payables incurred in the
ordinary course of business shall not constitute Senior Debt.  Without limiting the generality of the foregoing, subject to the
immediately preceding proviso, it is acknowledged that Senior Debt includes (A) any Liabilities under any Senior Debt Loan Document
and (B) any of the aforementioned Indebtedness or Liabilities that arises or accrues after maturity thereof or after the filing of
any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any one or more
Borrower Group Members, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding.


“Senior Debt Event of
Default” means (i) any default under the Senior Debt Loan Documents, including any “Event of Default”, as that
term or a term with a similar meaning is defined in any Senior Debt Loan Document, or (ii) any occurrence, condition, act or
omission which, with the passage of time or the giving of notice or both, is reasonably likely to result in any default under the
Senior Debt Loan Documents.


“Senior Debt Loan
Document” means any agreement, note and/or other Document evidencing or otherwise memorializing any Senior Debt.


“Senior Lender”
means any bank, insurance company or company engaged in the business of making commercial loans, which Person, together with its
Affiliates, has a combined capital surplus in excess of $250,000,000, who, from time to time, holds Senior Debt.  Under no
circumstances shall any member of the Borrower Group, or any of their Affiliates, be a Senior Lender.


2.


Interest; Payments


2.1


Interest.
 Interest shall accrue and be paid on the unpaid principal amount of this Note at the Applicable Rate.  The interest on
this Note shall be calculated on the basis of a 365 day year (or a 366 day year in the case of a leap year) and the actual number of
days elapsed.  Any amounts not paid when due shall bear additional interest from and including the date due to but excluding
the date paid in full at the Default Rate, subject to Section 6 hereof; provided, however, that, interest shall not
accrue at the Default Rate in the event of non-payment of amounts otherwise due during the pendency of any (x) Blockage Period or
(y) suspension of payments pursuant to Section 8.2 hereof.


2.2


Payment.


(a)


Subject to the
other provisions of this Note, payments of Principal and interest under this Note shall be paid quarterly in cash and shall be due,
fully earned and payable on the fifteenth (15th) day after the end of each fiscal quarter in an amount equal to interest
at the Applicable Rate on the outstanding Principal amount at the end of the immediately preceding fiscal quarter.  The
outstanding 








2

















Principal of this
Note plus all accrued interest shall be due in full on the earlier of (i) the Maturity Date and (ii) the occurrence of a Change Of
Control.  Any Principal and interest under this Note may be prepaid, without premium, penalty or discount, in whole or in part,
at any time or from time to time.  Payments of Principal and interest due under this Note shall be made in lawful money of the
United States of America and in immediately available funds.  In the absence of written instructions from the Creditor,
payments under this Note shall be made to the account of Creditor described on Exhibit A.  All payments made in respect
of this Note shall first be allocated to accrued but unpaid interest and then to unpaid Principal.


(b)


If any payment
of Principal or interest is prohibited from being paid when due under the Senior Debt Loan Documents or Section 3, Borrower will
deliver to Creditor a notice indicating the condition to such payment that is not satisfied at such time; provided, that
Borrower’s failure to deliver such notice shall not impair the subordination provided in Section 3.


3.


Subordination.


3.1


Obligations
Subordinated to Senior Debt.  Notwithstanding any provision of this Note to the contrary, Borrower covenants and agrees,
and Creditor, by accepting this Note, likewise covenants and agrees, that all Note Obligations shall be subordinated to the extent
set forth in this Section 3 to the prior indefeasible payment of the Senior Debt in full when due, in cash or cash equivalents
satisfactory to the holders of such Senior Debt, unless such payments have been permanently waived by the Senior Lender.  This
Section 3 shall constitute a continuing offer to and covenant with all persons who become holders of, or continue to hold, Senior
Debt (irrespective of whether such Senior Debt was created or acquired concurrently or after the issuance of this Note).  The
provisions of this Section 3 are made for the benefit of all present and future holders of Senior Debt, if any (and their successors
and assigns), and shall be enforceable by them directly against any holder of this Note.  


3.2


Permitted
Payment of this Note.  Subject to the provisions of Section 3.3, Borrower may not make and Creditor may not receive any
payment due with respect to this Note prior to the indefeasible payment in full of the Senior Debt unless (a) no Senior Debt Event
of Default has occurred and is continuing at the time, or would result from the making, of such payment, and (b) all
conditions under all Senior Debt Loan Documents for the making of any payments under this Note (“Relevant Payment
Conditions”) are satisfied in full.


3.3


Priority and
Payment Over of Proceeds in Certain Events.


(a)


Upon any
payment or distribution of assets of any Borrower Group Member, whether in cash, property, securities or otherwise, in the event of
any dissolution, winding up or total or partial liquidation, reorganization, arrangement, adjustment, protection, relief or
composition, or assignment for the benefit of creditors of any Borrower Group Member, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership, reorganization, relief or other proceedings or upon an assignment for the benefit of creditors
or any other marshalling of all or part of the assets and liabilities of such Borrower Group Member, all Senior Debt shall first be
paid in full, in cash, or payment provided for in cash equivalents in a manner satisfactory to the holders of Senior Debt before
Creditor shall be entitled to receive any payment or distribution of assets of any Borrower Group Member for application to any of
the Note Obligations.  Upon any Act of Bankruptcy (as defined below), any payment or distribution of assets of Borrower Group,
whether in cash, property, securities or otherwise, to which Creditor would be entitled on account of the Note Obligations, except
for the provisions of this Section 3, shall be made by Borrower Group or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Debt for application to
the 









3

















payment or
prepayment of all such Senior Debt in full after giving effect to any concurrent payment or distribution to the holders of such
Senior Debt.


If a Senior Debt
Event of Default has occurred and is continuing, or if all the Relevant Payment Conditions are not satisfied, unless and until such
Senior Debt Event of Default shall have been cured or waived, and all Relevant Payment Conditions have been satisfied or waived,
Borrower Group shall not make any payment on or with respect to any Note Obligations or acquire this Note (or any portion thereof)
for cash, property, securities or otherwise and Creditor shall not receive from Borrower Group, directly or indirectly, any payment
or distribution on account of the Note Obligations.  If an event shall have occurred that would (under the terms of any of the
Senior Debt Loan Documents) allow a holder of any Senior Debt to accelerate or otherwise demand the payment thereof, and such holder
gives written notice of such event to Borrower Group and Creditor (the date that such notice is received is the “Notice
Date”), Borrower Group shall not make any payment on or with respect to any Note Obligations or acquire this Note (or any
portion hereof) for cash, property, securities or otherwise during the period (the “Blockage Period”) commencing on
the Notice Date and ending on the earliest of (1) the date such event is cured or waived to the reasonable satisfaction of  such holder or (2) the date such holder shall have given notice to Borrower Group of the voluntary termination
of the Blockage Period.  Any number of such notices of default may be given.  


(b)


If,
notwithstanding the foregoing provisions prohibiting payments or distributions, any holder hereof shall have received any payment
of, or on account of, any Note Obligations that were prohibited by this Section 3 before all Senior Debt shall have been
indefeasibly paid in full, then and in such event such payments or distributions shall be received and held in trust for the holders
of the Senior Debt and promptly paid over or delivered to the holders of the Senior Debt remaining unpaid to the extent necessary to
pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Debt, such Senior Debt after giving effect to any
concurrent payment or distribution to the holder of such Senior Debt, provided, that any such payment which is, for any
reason, not so paid over or delivered shall be held in trust by such holder for the holders of Senior Debt.


3.4


Rights of
Creditors of Senior Debt Not To Be Impaired, etc.  No right of any present or future holder of any Senior Debt to enforce
the subordination and other terms and conditions provided herein shall at any time in any way be prejudiced or impaired by any act
or failure to act (other than in bad faith) by any such holder, or by any noncompliance by Borrower Group with the terms and
provisions and covenants herein regardless of any knowledge thereof any such holder may have or otherwise be charged with.  No
holder of Senior Debt shall be prejudiced in such holder’s right to enforce the subordination and other terms and conditions of
this Note by any act or failure to act by Borrower or anyone in custody of their respective assets or property.


3.5



Subrogation.  No payment of or distribution of or with respect to the Senior Debt pursuant to the
provisions of this Note shall entitle the holder of this Note to exercise any rights of subrogation in respect thereof until the
Senior Debt shall have been indefeasibly paid and satisfied in full.  After the payment of the Senior Debt in full and provided
no payments are voidable, the holder of this Note shall be subrogated to the rights of the holder or holders of the Senior Debt to
receive distributions applicable to the Senior Debt to the extent the distributions otherwise payable to the holder of this Note
have been applied to the payment of the Senior Debt.


3.6


Obligations
of Borrower Unconditional.  Nothing contained in this Note is intended to or shall impair, as between Borrower and the
holder of this Note, the obligation of Borrower, which is absolute and unconditional, to pay to the holder of this Note all Note
Obligations as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of
the holders 








4

















of the Senior
Debt, Creditor and other creditors of Borrower Group (other than the holders of Senior Debt).


3.7


Additional
Rights of Holders of the Senior Debt. 


(a)


If the Senior
Debt has not indefeasibly been paid in full, in cash or cash equivalents satisfactory to the holders of the Senior Debt at the time
Borrower Group is subject to an Act of Bankruptcy, the holders of the Senior Debt are hereby irrevocably authorized, but shall have
no obligation, to demand, sue for, collect and receive every payment or distribution received in respect of any such Act of
Bankruptcy and give acquittance therefor.  Furthermore, in connection with any Act of Bankruptcy, the holders of Senior Debt
are irrevocably authorized to file a proof of claim for or collect Creditor’s claims hereunder first for the benefit of the
holders of Senior Debt to the extent thereof, then for the benefit of Creditor (but without creating any duty or liability to
Creditor other than to remit to Creditor distributions, if any, actually received in such proceedings after the Senior Debt has
indefeasibly been paid and satisfied in full).


(b)


The holder of
this Note hereby waives any and all notice of renewal, extension or accrual of any of the Senior Debt, present or future, and agrees
and consents that without notice to or consent of the holder of this Note: (i) the obligations and liabilities of Borrower Group or
any other party or parties under the Senior Debt may, from time to time, in whole or in part, be created, renewed, refinanced,
replaced, extended, refunded, modified, amended, accelerated, compromised, supplemented, terminated, decreased, sold, exchanged,
waived or released; (ii) the holders of Senior Debt and their respective representatives may exercise or refrain from exercising any
right, remedy or power granted by any document creating or evidencing the Senior Debt or at law, in equity, or otherwise, with
respect to the Senior Debt or in connection with any collateral security or lien (legal or equitable) held, given or intended to be
given therefor (including the right to perfect any lien or security interest created in connection therewith); and (iii) any and all
collateral security and/or liens (legal or equitable) at any time, present or future, held, given or intended to be given for the
Senior Debt, and any rights or remedies of the holders of Senior Debt and their representatives in respect thereof, may, from time
to time, in whole or in part, be exchanged, sold, surrendered, released, modified, perfected, unperfected, waived or extended by the
holders of Senior Debt and their respective representatives.


3.8


Standby
Limitation.  Notwithstanding any breach or default by Borrower under this Note, Creditor shall not at any time or in any
manner: (a) proceed in any way to enforce any claims it has or may have against Borrower with respect to the Note Obligations; or
(b) contest, protest or object to any action taken by any Senior Lender under any Senior Debt Loan Documents, unless and until all
the Senior Debt has been fully and indefeasibly paid and satisfied in full.  Notwithstanding anything herein to the contrary,
Creditor retains the right to file claims and proofs of claim and the right to vote at any meeting of the creditors (including the
right to vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition or extension),
as it may deem necessary or advisable for the preservation of its rights consistent with the terms set forth herein, and nothing in this Note shall prohibit Creditor from (i) serving on a creditors’ committee
or (ii) filing any motions or pleadings or taking such other actions as may be necessary or desirable with respect to any claim in a
bankruptcy proceeding, provided, that Creditor shall not vote with respect to any such plan or take any other action in any way
so as to contest (A) the validity of any Senior Debt or any collateral therefor or guaranties thereof, (B) the enforceability of the
rights and duties of any holders of any Senior Debt established in any instruments or agreements creating or evidencing any of the
Senior Debt with respect to any of such collateral or guaranties or (C) the priority of liens, security interests and rights of any
Senior Lender pursuant to this Note.







5















3.9


Priority of
Note Obligations.  By accepting this Note, Creditor acknowledges and agrees that each Borrower Group Member shall have the
right, in its sole and absolute discretion, to issue additional notes and obligations of such Borrower Group Member ranking on a
basis either senior or pari-passu to the Note Obligations.


4.


Acceleration
Upon Default.  Subject to Section 3 hereof, Creditor may declare the entire unpaid principal amount of this Note, together
with all accrued and unpaid interest, to be immediately due and payable upon written demand, at Creditor’s election at any time
(a delay or omission shall not impair the right), upon the occurrence of any one or more of the following events of default (each,
an “Event of Default”):


4.1


Failure to
Pay Principal or Interest.  Borrower shall fail to make any payment of Principal or interest on this Note when due (whether
at the stated maturity, by acceleration or otherwise), at a time when all Relevant Payment Conditions are satisfied in full, and
such failure shall remain uncured for a period of ten (10) Business Days following written notice and demand from Creditor to
Borrower of such failure (the “Cure Period”).


4.2


Bankruptcy of
Borrower.  An Act of Bankruptcy applicable to Borrower shall occur.  “Act of Bankruptcy” means any
one or more of the following with respect to Borrower (collectively, “Insolvency Proceeding”):  (a) Borrower
shall be unable to, or shall admit in writing its inability to, pay its debts as such debts become due; (b) Borrower shall commence
any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an Order for relief entered with respect to it,
or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation,
dissolution, composition or other similar relief with respect to it or its debts, or (ii) seeking appointment of a receiver,
trustee, conservator, custodian or other similar official for it or for all or any substantial part of its assets
(“Appointment”); (c) there shall be commenced against Borrower any Insolvency Proceeding of a nature referred to in
clause (b) above that results either in the entry of an Order or an Appointment and any such Order adjudicating it as being bankrupt
pursuant to the provisions of the United States Bankruptcy Code or any such Appointment remains undismissed or unstayed for a period
of sixty (60) days; or (d) Borrower shall suffer any receivership, trusteeship, conservatorship or custodianship to continue
undischarged for a period of sixty (60) days.


4.3


Consent to
Debtor Relief.  Borrower expressly consents in writing to or approves in writing any of the acts set forth in Section
4.2(b).


4.4


Assignment
for the Benefit of Creditors.  Borrower makes a general assignment for the benefit of its creditors.


5.


Unsecured
Note Payments.  Payments of Principal and interest under this Note are not secured and will not be secured by any
collateral of Borrower.  


6.


No Usury.
 Anything contained in this Note to the contrary notwithstanding, Creditor shall not charge, take or receive, and Borrower
shall not be obligated to pay to Creditor, any amounts constituting interest in excess of the maximum rate permitted by applicable
laws, now or hereinafter in effect (the “Maximum Rate”).  If any such payment of interest would exceed the
Maximum Rate or subject Creditor to the imposition of penalties or forfeiture, then Creditor shall repay such amount to Borrower
with appropriate interest, and the effective rate of interest shall automatically be reduced to the Maximum Rate; provided,
however, that if at any time thereafter the interest rate hereon is less than the Maximum Rate, interest hereon shall accrue
at the Maximum Rate until such time as the total accrued interest is equal to the total interest which it would have accrued had the
interest rate on this Note been (but for the 







6
















operation of this
Section 6) the applicable interest rate described in Section 2.1 above.  Thereafter, the interest rate payable shall be the
applicable interest rate set forth in Section 2.1, unless and until such rate again exceeds the Maximum Rate, in which event this
Section 6 shall again apply. 


7.


Costs and
Expenses.  Borrower agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Creditor
in enforcing a failure to pay principal or interest payable under this Note in accordance with the terms hereof following the end of
the Cure Period, provided, that this Section 7 shall not apply to any such payment that is prohibited by reason of the other
provisions of this Note.


8.


Other Provisions


8.1


Entire
Agreement; Incorporation by Reference.  This Note, together with the Asset Purchase Agreement, constitutes the entire
agreement between Creditor and Borrower (the “Parties” and each a “Party”) relating to the subject
matter hereof and thereof and supersedes all prior understandings of the Parties with respect to such subject matter.  The
provisions of Sections 9.2 and 9.4 of the Asset Purchase Agreement are hereby incorporated by reference, except that any reference
to the words “this Agreement” or any other words of similar meaning in such Sections shall mean this Note for the purposes
of such incorporation.


8.2


Subject to
Offset.  This Note is subject to offset (or set off) pursuant to the terms of the Asset Purchase Agreement such that
Borrower and the other Purchaser Indemnified Parties may set-off against payments payable by Borrower hereunder or reduce the
outstanding Principal balance of this Note for any amount owing for indemnification pursuant to Article VII of the Asset Purchase
Agreement.  In addition, anything in this Note to the contrary notwithstanding, if one or more claims by Borrower or any other
Purchaser Indemnified Party for indemnification pursuant to Article VII of the Asset Purchase Agreement are pending and the
aggregate amount of such claims equals or exceeds the outstanding Principal balance under this Note, then Borrower shall have the
right to suspend all payments under this Note until such time when such claims are resolved pursuant to the Asset Purchase
Agreement.


8.3


No
Modifications, etc.  This Note may not be modified, waived or amended except by a written agreement executed by the party
against whom enforcement of such waiver, amendment or modification is sought.


8.4


Miscellaneous Provisions.  


(a)


Each Party
represents and warrants that they have consulted with legal counsel of their choosing before entering into this Note, they have read
this Note, they know and understand the contents of this Note and they execute this Note freely and voluntarily.  


(b)


Any Party may
waive compliance by another with any of the provisions of this Note; provided, that (i) no waiver of any provision shall be
construed as a waiver of any other provision, and (ii) any waiver must be in writing and shall be strictly construed.  No
failure on the part of the Creditor to exercise, and no delay in exercising, any right, power or remedy shall operate as a waiver
thereof; nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any
other right.  The remedies provided for herein are cumulative and not exclusive of any remedies provided by law.  


(c)


This Note shall
be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  Except to the
extent prohibited by applicable law, this Note is not assignable (whether directly or indirectly, by operation of law or otherwise)
by any Party to any 








7

















Person except
that Creditor may assign this Note to one or more Shareholders, and any non-permitted assignment shall be void.  


(d)


Each Party will
use their reasonable best efforts to do such acts, including the execution and delivery of documents, as the other Party reasonably
requests for the purpose of confirming the rights and obligations of the Parties hereunder.


8.5


Substitute
Notes.  Upon (i) receipt by Borrower of evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation hereof, or (ii) the request of Creditor (or any Shareholder, if applicable) of this Note upon surrender
hereof, the Borrower shall execute and deliver in lieu hereof, a new Note, payable to the order of Creditor (or any Shareholder, if
applicable) and in a principal amount equal to the unpaid principal amount hereof, which shall be dated and bear interest from the
date to which interest has theretofore been paid hereon.  Such Note shall in all other respects be in the same form and be
treated the same as this Note and all references herein to this Note shall apply to such Note.  If required by Borrower,
Creditor (or any Shareholder, if applicable) must provide indemnity sufficient in the reasonable judgment of Borrower to protect
Borrower from any loss which it may suffer if a lost, stolen, destroyed or mutilated Note is replaced and is subsequently found or
discovered.


[signature page follows]








8


















Executed as of this April 12, 2010.






COVER-ALL SYSTEMS, INC.,


a Delaware corporation








By:


 /s/ John W. Roblin




Name: John W. Roblin




Title: CEO


AGREED AND ACCEPTED:






MOORE STEPHENS 

BUSINESS SOLUTIONS, LLC,

a Delaware limited liability company










By:  /s/ David A Lifson




Name: David A. Lifson


Title: Manager








































SIGNATURE PAGE – MSBS SUBORDINATED NOTE