RESTATED BUSINESS INSTALLMENT PROMISSORY NOTE



$6,750,000.00                                                Date: June 24, 1999


     For value received,  the undersigned  (each of them if more than one called
the  "Borrower")  unconditionally,  jointly  and  severally  promise(s)  to  pay
Independence  Community  Bank  (the  "Bank")  to  order at 179  Pacific  Street,
Brooklyn,  New York 11201,  the principal sum of SIX MILLION SEVEN HUNDRED FIFTY
THOUSAND and no/100  ($6,750,000.00)  Dollars. The undersigned promise(s) to pay
interest on the amount  owing on this Note from the date hereof  until this Note
is paid in full at a fixed rate per annum equal to 7.75%. The undersigned  shall
satisfy  this Note by making  consecutive  monthly  payments  of  principal  and
interest on the basis of a 25 year amortization  schedule.  Each monthly payment
shall be in the amount of $50,984.69.  Each monthly  payment shall be due on the
first day of each month  commencing on August 1, 1999 through and including June
1, 2009.  A final  balloon  payment of all  outstanding  principal  plus accrued
interest,  and any other  amounts  due under  this Note  shall be due on July 1,
2009.  Any monthly  payment of  principal or interest not paid within 10 days of
the date due shall be subject to a 5% late charge. Additionally, notwithstanding
the  foregoing,  upon the entire  balance of this Note  becoming due (whether at
stated maturity or by acceleration)  same shall bear interest from and including
one day  following the date due to but excluding the date paid in full at a rate
per annum equal to 3% above the interest  rate  provided for in this Note,  such
interest  to be  payable ON DEMAND and on any  payment  of such  principal.  The
undersigned  shall  simultaneously  herewith  make a payment of interest for the
period June 24, 1999 through June 30, 1999.  Interest shall be calculated on the
basis of a year of 365 days for the actual number of days  elapsed.  In no event
shall  the  interest  rate  hereunder  exceed  the  maximum  rate  permitted  by
applicable  law.  Any payment in excess of such  maximum  rate shall be deemed a
prepayment of principal.

         The undersigned  has the right to make payments of principal,  in whole
or in part,  at any time before they are due without  penalty.  The  undersigned
shall notify the Bank in writing when the  undersigned  is making a  prepayment.
Any sums  submitted as prepayment of principal  will first be applied to accrued
interest and the remainder to reduce the principal  owed on this note.  Any sums
submitted  as  prepayment  of  principal  will  not  change  the   undersigned's
obligation to make regular  payments of interest and principal  according to the
terms of the Note.  Any  amount of the Note that is repaid  and/or any amount of
principal that is prepaid may not be reborrowed.

          If any  payment of this Note  becomes  due and  payable on a Saturday,
Sunday or other day on which  commercial banks are authorized to close under the
laws of the State of New York, the maturity hereof shall be extended to the next
succeeding  business day and  interest  hereunder  shall be payable  during such
extension at the rate specified in this Note.

                                       1
<PAGE>

          If  any  of  the  following  events  of  default  shall  occur  and be
continuing  after the expiration of ten (10) days written notice (30 days in the
event of defaults that cannot be cured by the payment of money, however, if such
default cannot reasonably be cured in said 30 day period, and the undersigned is
diligently pursuing a cure, the undersigned shall have an additional  reasonable
period to cure) : (a) the  undersigned  shall fail to pay the  principal  of, or
interest on, this Note, or any other amount payable under this Note, as and when
due and payable;  (b) any  representation or warranty made or deemed made by the
undersigned or by any third party supporting or liable with respect to this Note
(whether by  guaranty,  subordination,  grant of  security  or any other  credit
support,  a "Third  Party") in any document  evidencing  the  obligations of the
undersigned  or of a Third  Party  relating  to this Note or the loan  evidenced
hereby  (this  Note and such  documents  being the  "Facilits  contained  in any
certificate,  document,  opinion,  financial or other statement furnished at any
time under or in  connection  with the Facility  Documents,  shall prove to have
been incorrect in any material respect on or as of the date made or deemed made;
(c) the  undersigned  or any Third  Party  shall fail to perform or observe  any
term, covenant or agreement contained in any Facility Document on its part to be
performed or observed; (d) n/a; (e) the undersigned or any Third Party: (i) n/a;
or (ii) shall file a petition in  bankruptcy  or for any relief under any law of
any jurisdiction relating to reorganization,  arrangement, readjustment of debt,
dissolution or liquidation;  or (iii) shall have any such petition filed against
it and the same shall remain  undismissed  for a period of 60 days; or (v) shall
have had a receiver,  custodian or trustee  appointed  for all or a  substantial
part of its property;  (f) the  undersigned or any Third Party shall cease doing
business ; (g) any Third Party  Facility  Document shall at any time and for any
reason cease to be in full force and effect or shall be declared  null and void,
or its validity or enforceability shall be contested by the relevant Third Party
or such Third Party shall deny it has any further  liability or obligation under
any Facility Document; (h) any security agreement (whether by the undersigned or
a Third Party)  granting  security for The Facility  Documents shall at any time
and for any  reason  cease to create a valid and  perfected  and first  priority
security  interest  in and to the  property  purported  to be  subject  to  such
agreement  or shall  cease to be in full force and  effect or shall be  declared
null and void, or the validity or enforceability of any security agreement shall
be contested by any party to such security  agreement,  or such party shall deny
it has any further  liability  or  obligation  under such  agreement or any such
party shall fail to perform any of its  obligations  under such  agreement;  (i)
n/a; (j) the  undersigned or any Third Party  security  interest in the security
granted  under the  Facility  Documents  except  in favor of the  Bank;  (k) the
undersigned  or any Third Party shall fail to furnish  financial  information in
form  satisfactory to the Bank; and (1) n/a: THEN, in any such case,  unless the
Bank shall otherwise elect by notice to the  undersigned,  the unpaid  principal
amount of this Note, together with accrued interest,  shall become forthwith due
and payable.

          The Bank  shall  have a  continuing  lien  and/or  right of set-off on
deposits  (general and special) and credits with the Bank of every  Borrower and
endorser,  and may apply all or part of same to any obligations of said Borrower
or endorser to the same (whether contingent or unmatured), at any time or times,
without notice.

          The  undersigned  agree(s)  to  reimburse  the Bank on demand  for all
costs, expenses and charges (including reasonable legal fees) in connection with
the enforcement of this Note.

                                       2
<PAGE>

         Time for payment  extended by law shall be included in the  computation
of interest.

         No term or  provision  of this Note may be  changed  without  the prior
written consent of the Bank.

         The undersigned waive(s) presentment,  notice of dishonor,  protest and
any other notice or formality with respect to this Note.

         The undersigned  consent(s) to the nonexclusive  jurisdiction and venue
of the state or federal courts located in the City of New York. The  undersigned
and any  endorser  waive(s)  any right they may have to jury trial and waive any
right they may have to assert a set-off  or  counterclaim  of any nature  unless
mandatory.

          This Note shall be governed by and  construed in  accordance  with the
laws of the State of New York.

Address for Notices:




---------------------------


                                                  Boundless Technologies, Inc.



                                                  By:
                                                     --------------------------


                                       3