TERM
      PROMISSORY
      NOTE

    


    1. DEFINED
      TERMS.
      As used
      in this Term Promissory Note (this “Note”), the following terms shall have the
      meanings there indicated:

    


    
      	
              1.1

            	
              Borrower:

            	
              National
                Investment Managers Inc.

            
	 	 	
              A
                Florida corporation

            
	 	 	
              545
                Metro Place South, Suite 100

            
	 	 	
              Dublin,
                OH 43017

            
	 	 	 
	
              1.2

            	
              Lender:

            	
              RBS
                Citizens, National Association

            
	 	 	
              28
                State Street

            
	 	 	
              Boston,
                MA 02109

            
	 	 	 
	
              1.3

            	
              Loan Agreement:

            	
              The
                Revolving Line of Credit and Term Loan Agreement of even date herewith
                by
                and between Borrower and Lender, as may be amended, modified, or
                extended
                from time to time.

            
	 	 	 
	
              1.4

            	
              Term Loan

            	 
	 	
              Amount:

            	
              
                $13,000,000.00

              

            
	 	 	 
	
              1.5

            	
              Term
                Loan

            	 
	 	
              Maturity
                Date:

            	
              July
                31, 2010

            


    

    


    All
      capitalized terms used, but not otherwise defined, herein shall have the
      meanings set forth in the Loan Agreement. The terms and conditions of the Loan
      Agreement and the other Loan Documents are incorporated herein by
      reference.

    


    2. DEBT.
      For
      value received, the Borrower hereby promises to pay to the order of Lender
      the
      Term Loan Amount, or so much of the Term Loan Amount as has been advanced by
      Lender from time to time pursuant to the Loan Agreement, together with interest
      on all unpaid balances from the date hereof at the interest rate set forth
      in
      this Note, and together with all other amounts due hereunder or under the Loan
      Documents. Loan proceeds evidenced by this Note shall be advanced in accordance
      with the terms and conditions of the Loan Agreement.

    


    3. INTEREST.
      Each
      Term Loan Advance shall accrue interest at a variable per annum rate of interest
      equal to either, at Borrowers’ election in accordance with the terms and
      conditions of the Loan Agreement, (i) the Prime Rate or (ii) the Adjusted LIBOR
      Rate, plus
      the
      LIBOR Rate Margin (as such terms are defined in Rider
      A
      attached
      hereto and made a part hereof entitled “RBS Citizens Standard LIBOR Provisions”)
      (the “LIBOR Option”). Changes in the interest rate applicable to any Term Loan
      Advance occurring as a result of changes in the Prime Rate or the Adjusted
      LIBOR
      Rate, as applicable, shall take place immediately without notice to Borrower
      or
      demand of any kind. At any time prior to the Term Loan Maturity Date and
      provided that no Event of Default has occurred under the Loan Documents, the
      Borrower shall have the option, upon written notice to Lender in each instance
      and upon Lender’s approval, to enter into one or more Hedging Contracts (as
      defined in Rider
      A)
      with
      respect to all or a portion of the then outstanding principal balance under
      this
      Note, which Hedging Contracts shall commence on the date of such Hedging
      Contract and shall continue for a period not to exceed the Term Loan Maturity
      Date. Any principal amount subject to a Hedging Contract shall accrue interest
      at the LIBOR Option. Interest shall at all times be calculated on a 360-day
      year
      of twelve 30-day months, but shall accrue and be payable on the actual number
      of
      days elapsed.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    4. PAYMENTS.
      During
      the Availability Period, the Borrower shall make monthly payments of accrued
      interest only in arrears on the outstanding principal balance of each Term
      Loan
      Advance on (x) each Payment Date, for Term Loan Advances accruing interest
      at
      the Prime Rate and (y) each Interest Payment Date (as defined in Rider
      A),
      for
      Term Loan Advances accruing interest at the LIBOR Option. If interest is due
      and
      accrued for a period of more or less than one (1) month on the first Interest
      Payment Date, the first payment shall be increased or decreased to the extent
      that the amount of interest then due exceeds or is less than one (1) month's
      interest. During the Amortization Period, the Borrower shall make, on each
      Interest Payment Date, monthly payments of accrued interest on the outstanding
      principal balance of this Note, along with monthly payments of principal based
      upon a five (5) year straight-line amortization schedule (to be determined
      as of
      the commencement of the Amortization Period based upon the then outstanding
      principal balance) as set forth in Schedule
      A
      to be
      attached hereto. On the Term Loan Maturity Date or such earlier date as may
      be
      required under the terms of this Note or any of the Loan Documents, the Borrower
      shall pay to Lender the entire then unpaid balance of principal, interest,
      and
      other charges due under this Note and the other Loan Documents. Any payments
      on
      this Note, whether such payment is of a regular installment or represents a
      prepayment (if permitted hereunder), shall be made in coin and currency of
      the
      United States of America which is legal tender for the payment of public and
      private debts, in immediately available funds, to Lender at the address set
      forth in Section 1.2 above or at such other address as Lender may from time
      to
      time designate in writing. The Borrower hereby authorizes Lender to charge
      any
      account maintained by Borrower with Lender for any payment due from Borrower
      under this Note or under any of the other Loan Documents. In any of the
      foregoing cases, such authorization, however, does not obligated Lender so
      to
      charge nor does it limit the Borrower’s obligation to make any payment when
      due.

    


    5. DEFAULT
      INTEREST. Upon
      the
      occurrence of an Event of Default, at Lender’s option, the Borrower shall, in
      addition to any other payment due hereunder, pay interest under this Note from
      and after the date on which such Event of Default has occurred at a per annum
      rate of interest equal to the lesser of (a) the interest rate set forth in
      Section 3, plus
      five
      percent (5%), or (b) the maximum rate permitted by law, and such interest shall
      be due and payable, on demand, at such rate until the Event of Default has
      been
      waived in writing by Lender or the entire amount due is paid to Lender, whether
      or not any action shall have been taken or proceeding commenced to recover
      the
      same or to foreclose upon the Collateral. Nothing in this Section 5 or in any
      other provision of this Note shall constitute an extension of the time of
      payment of the indebtedness hereunder.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6. DELINQUENCY
      CHARGES. If
      Borrower fails to pay any payment due under this Note for ten (10) days after
      such payment has become due, whether by acceleration or otherwise, Lender may,
      at its option, whether immediately or at the time of final payment of the
      amounts evidenced by this Note (or secured by the Security Agreements), impose
      a
      delinquency or "late" charge equal to five percent (5%) of the amount of such
      past due payment, notwithstanding the date on which such payment is actually
      paid in full, and the amount thereof shall be secured by the Loan Documents
      and
      by any other collateral held by Lender to secure the indebtedness evidenced
      by
      the Loan Documents. The Borrower agrees that any such delinquency charges shall
      not be deemed to be additional interest or penalty, but shall be deemed to
      be
      liquidated damages because of the difficulty in computing the actual amount
      of
      damages in advance.

    


    7. COSTS
      AND EXPENSES UPON DEFAULT. After
      the
      occurrence of a Default Event or an Event of Default, in addition to principal,
      interest and delinquency charges, Lender shall be entitled to collect all costs
      of collection, including, but not limited to, reasonable attorneys fees and
      expenses, incurred in connection with the protection or realization of
      collateral or in connection with any of Lender's enforcement of rights under
      the
      Loan Documents or collection efforts, whether or not suit on this Note or any
      foreclosure proceeding is filed, and all such costs and expenses shall be
      payable on demand and, until paid, shall also be secured by the Loan Documents
      and by all other collateral held by Lender as security for Borrower’s
      obligations to Lender under the Loan Documents.

    


    8. APPLICATION
      OF PAYMENTS. Unless
      an
      Event of Default has occurred, all payments hereunder shall be applied first
      to
      delinquency charges, costs of collection and enforcement and other similar
      amounts due, if any, under this Note and under the other Loan Documents, then
      to
      interest which is due and payable under this Note, and the remainder, if any,
      to
      principal due and payable under this Note. If an Event of Default has occurred,
      such payments may be applied to sums due under this Note or under the other
      Loan
      Documents in any order and combination that Lender may, in its sole and absolute
      discretion, determine.

    


    9. PERMITTED
      PREPAYMENT.
      The
      Borrower shall have the right to prepay this Note in whole or in part, at any
      time, together with all delinquency charges and any other amounts which may
      be
      due hereunder or under any of the Loan Documents, provided that Borrower shall
      be liable at the time of any such prepayment for any LIBOR Breakage Fee (as
      defined in Rider
      A)
      or any
      fees in connection with any Hedging Obligations (as defined in Rider
      A).

     

    10. ILLEGALITY
      OF LOAN. The
      Borrower hereby agrees to pay to Lender on demand (i) all costs and expenses
      of
      Lender in connection with, and any stamp or other taxes or charges (including
      filing fees) payable with respect to, this Note and the enforcement hereof;
      and
      (ii) any amount necessary to compensate it for (a) any losses or costs
      (including funding costs) sustained by it as a consequence of any default by
      Borrower hereunder; and (b) any increased costs Lender may sustain in
      maintaining the borrowing evidenced hereby due to the introduction of, or any
      change in, law or applicable regulations (including the interpretation thereof)
      or due to the compliance by Lender with any guideline or request from any
      central bank or governmental authority. In addition, if it shall become
      unlawful, or any central bank or other governmental authority shall assert
      it to
      be unlawful, for Lender (or any bank which is directly or indirectly funding
      Lender with respect to the Loan) to maintain the borrowing evidenced hereby,
      Borrower agrees to prepay this Note in full together with accrued interest
      and
      other amounts payable hereunder on demand.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11. WAIVERS.
      UPON AN
      EVENT OF DEFAULT AFTER THE EXPIRATION OF ANY APPLICABLE GRACE OR CURE PERIODS,
      THE BORROWER AND GUARANTORS SEVERALLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE
      RIGHTS TO NOTICE AND HEARING TO THE EXTENT PERMITTED BY ANY STATE OR FEDERAL
      LAW
      WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO USE, and,
      further, severally and irrevocably waive presentment for payment, demand, notice
      of nonpayment, notice of intention to accelerate the maturity of this Note,
      diligence in collection, commencement of suit against any obligor, notice of
      protest, and protest of this Note and all other notices in connection with
      the
      delivery, acceptance, performance, default or enforcement of the payment of
      this
      Note, before or after the maturity of this Note, with or without notice to
      Borrower and Guarantors, and agree that their liability shall not be in any
      manner affected by any indulgence, extension of time, renewal, waiver or
      modification granted or consented to by Lender. The Borrower and Guarantors
      consent to any and all extensions of time, renewals, waivers or modifications
      that may be granted by Lender with respect to the payment or other provisions
      of
      this Note, and to any substitution, exchange or release of the collateral for
      this Note, or any part thereof, with or without substitution of said collateral,
      and agree to the addition or release of Guarantors, all whether primarily or
      secondarily liable, before or after maturity of this Note, with or without
      notice to Borrower or Guarantors, and without affecting their liability under
      this Note. Any delay on the part of Lender in exercising any right under this
      Note shall not operate as a waiver of any such right, and any waiver granted
      or
      consented to on one occasion shall not operate as a waiver in the event of
      any
      subsequent default.

    


    THE
      BORROWER AND GUARANTORS HEREBY SEVERALLY AND IRREVOCABLY WAIVE ALL RIGHT TO
      A
      TRIAL BY JURY IN ANY PROCEEDINGS HEREAFTER INSTITUTED BY OR AGAINST BORROWER
      OR
      GUARANTORS IN RESPECT OF THIS NOTE OR ARISING OUT OF ANY DOCUMENT, INSTRUMENT
      OR
      AGREEMENT EVIDENCING, GOVERNING OR SECURING THIS NOTE, INCLUDING ALL LOAN
      DOCUMENTS.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    12. NO
      USURY. Lender
      and Borrower intend to comply at all times with applicable usury laws. If at
      any
      time such laws would ever render usurious any amounts called for under this
      Note
      or the other Loan Documents, then it is Borrower’s and Lender’s express
      intention that neither Borrower nor Guarantors shall be required to pay interest
      on this Note at a rate in excess of the maximum lawful rate, that the provisions
      of this Section 12 shall control over all other provisions of this Note and
      the
      Loan Documents which may be in apparent conflict herewith, that such excess
      amount shall be credited to the principal balance of this Note (or, if this
      Note
      has been fully paid, refunded by Lender to Borrower), and the provisions hereof
      shall be reformed and the amounts thereafter collectible under this Note
      reduced, without the necessity of the execution of any further documents, so
      as
      to comply with the then applicable law, but so as to permit the recovery by
      Lender of the fullest amount otherwise called for under this Note. Any such
      crediting or refund shall not cure or waive any default by Borrower under this
      Note or the other Loan Documents. If at any time following any reduction in
      the
      interest rate payable by Borrower there remains unpaid any principal amount
      under this Note and the maximum interest rate allowed by applicable law is
      increased or eliminated, then the interest rate payable under this Note shall
      be
      readjusted, to the extent not prohibited by applicable law, so that the dollar
      amount of interest payable hereunder shall be equal to the dollar amount of
      interest which would have been paid by Borrower without giving effect to the
      reduction in interest resulting from compliance with applicable usury laws.
      The
      Borrower agrees that in determining whether or not any interest payable under
      this Note or the other Loan Documents exceeds the highest rate allowed by law,
      any non-principal payment (except payments specifically stated in this Note
      or
      in the other Loan Documents to be "interest"), including, without limitation,
      prepayment fees and delinquency charges, shall, to the maximum extent allowed
      by
      law, be an expense, fee or premium rather than interest. The term "applicable
      law,” as used in this Note shall mean the laws of the Commonwealth of
      Massachusetts or the laws of the United States, whichever laws allow the greater
      rate of interest, as such laws now exist or may be changed or amended or come
      into effect in the future.

    


    13. ACCELERATION
      AND OTHER REMEDIES. If:

    


    (a) Borrower
      fails to pay any amount due on this Note within ten (10) days of the due date;
      or

    


    (b) an
“Event
      of Default,” as said term is defined in the Loan Agreement or any other Loan
      Document, occurs;

    


    then,
      and
      in any such event, Lender may, at its option, declare the entire unpaid balance
      of this Note together with interest accrued thereon, to be immediately due
      and
      payable and Lender may proceed to exercise any rights or remedies that it may
      have under this Note, the Loan Agreement, the other Loan Documents or such
      other
      rights and remedies which Lender may have at law, equity or
      otherwise.

    


    14. JOINT
      AND SEVERAL LIABILITY. The
      liabilities of Borrower and Guarantors of are joint and several; provided,
      however, the release by Lender of the Borrower or any of the Guarantors shall
      not release any other person obligated on account of this Note. Each reference
      herein to Borrower and any Guarantor is to such person individually and also
      to
      all such persons jointly. No person obligated on account of this Note may seek
      contribution from any other person also obligated unless and until all
      liabilities to Lender from the person from whom contribution is sought have
      been
      satisfied in full.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    15. SUCCESSORS
      AND ASSIGNS. This
      Note
      shall be binding upon Borrower and Guarantors and upon their respective
      successors, assigns and representatives, and shall inure to the benefit of
      Lender and its successors, endorsees, and assigns.

    


    16. SECURITY.
      This
      Note
      is secured by the other Loan Documents, and all amendments, modifications,
      supplements, substitutions, additions, renewals, replacements and extensions
      thereof. The Borrower hereby grants to Lender a security interest in any and
      all
      deposits or other sums at any time credited by or due from Lender to Borrower
      and any cash, securities, instruments, or other property of Borrower which
      now
      or hereafter are at any time in the possession or control of Lender, and such
      sums shall constitute additional security to Lender for the liabilities of
      Borrower to Lender, including, without limitation, the liability evidenced
      hereby, and may be applied or set off by Lender against such liabilities at
      any
      time from and after an Event of Default hereunder, whether or not other
      collateral is available to Lender.

    


    17. COLLECTION.
      Any
      check, draft, money order or other instrument given in payment of all or any
      portion hereof may be accepted by Lender and handled by collection in the
      customary manner, but the same shall not constitute payment hereunder or
      diminish any rights of Lender except to the extent that actual cash proceeds
      of
      such instrument are unconditionally received by Lender and applied to this
      indebtedness in the manner elsewhere herein provided.

    


    18. AMENDMENTS.
      This
      Note
      may be changed or amended only by an agreement in writing signed by the party
      against whom enforcement is sought.

    


    19. GOVERNING
      LAW; SUBMISSION TO JURISDICTION. This
      Note
      is given to evidence debt for business or commercial purposes, is being
      delivered to Lender at one of its offices in the Commonwealth of Massachusetts,
      and shall be governed by and construed under the laws of said Commonwealth.
      The
      Borrower, each shareholder, officer, and employee of Borrower, and Guarantors
      hereby submit to personal jurisdiction in said Commonwealth for the enforcement
      of Borrower’s obligations hereunder, under the Security Agreements and under the
      other Loan Documents, and waive any and all personal rights under the law of
      any
      other state to object to jurisdiction within such Commonwealth for the purposes
      of litigation to enforce such obligations of Borrower. In the event such
      litigation is commenced, Borrower agrees that service of process may be made,
      and personal jurisdiction over Borrower obtained, by service of a copy of the
      summons, complaint and other pleadings required to commence such litigation
      upon
      Borrower at the addresses set forth in the preamble to this Note.

    


    20. CAPTIONS.
      All
      paragraph and subparagraph captions are for convenience of reference only and
      shall not affect the construction of any provision herein.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Note has been executed and delivered under seal this
      ___
      day of November, 2007.

    


    
      	 	 	
              BORROWER:

            
	 	 	 
	 	 	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 	 
	
               

            	 	
              By:/s/Steven
                Ross

            
	
              Witness

            	 	
              Name:
                Steven Ross

            
	 	 	
              Title:
                CEO

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    RIDER
      A

    


    RBS
      CITIZENS STANDARD LIBOR PROVISIONS

    


    BORROWER:
      National
      Investment Managers Inc.

     

    1.
       Certain
      Definitions.

    


    “Account”
means
      account # TBA maintained by the Lender in the name of Borrower.

    


    “Adjusted
      LIBOR Rate”
means,
      relative to a LIBOR Rate Loan, a rate per annum determined by dividing (x)
      the
      LIBOR Rate for such Interest Period by (y) a percentage equal to one hundred
      percent (100%) minus the LIBOR Reserve Percentage.

    


    “Business
      Day”
      means:

    


    
      	 	
              (a)
                

            	
              any
                day which is neither a Saturday or Sunday nor a legal holiday on
                which
                commercial banks are authorized or required to be closed in Boston,
                MA;

            


    

    


    
      	
            	(b)	
              when
                such term is used to describe a day on which a borrowing, payment,
                prepayment or repayment is to be made in respect of a LIBOR Rate
                Loan, any
                day which is (i) neither a Saturday or Sunday nor a legal holiday
                on which
                commercial banks are authorized or required to be closed in New York
                City;
                and (ii) a London Banking Day; and 

            


    

    


    
      	
            	(c)	
              when
                such term is used to describe a day on which an interest rate
                determination is to be made in respect of a LIBOR Rate Loan, any
                day which
                is a London Banking Day.

            


    

    


    “Funding
      Date”
means
      the 3rd day of December, 2007.

    


    “Hedging
      Contracts”
means,
      interest rate swap agreements, interest rate cap agreements and interest rate
      collar agreements, or any other agreements or arrangements entered into between
      the Borrower and the Lender and designed to protect the Borrower against
      fluctuations in interest rates or currency exchange rates.

    


    “Hedging
      Obligations”
means,
      with respect to the Borrower, all liabilities of the Borrower to the Lender
      under Hedging Contracts.

    


    “Interest
      Payment Date”
means
      the last Business Day of each LIBOR Interest Period or, in the case of


    Prime
      Rate Loans, any day on which a payment of principal is due
      hereunder.

    


    “LIBOR
      Interest Period”
means,
      in the case of a LIBOR Rate Loans:

    


    
      	 	
              (i)

            	
              initially,
                the period beginning on (and including) the Funding Date and ending
                on
                (but excluding) the day which numerically corresponds to such date
                one
                month
                thereafter (or, if such month has no numerically corresponding day,
                on the
                last Business Day of such month);

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              thereafter,
                each period commencing on the last day of the next preceding LIBOR
                Interest Period applicable to such LIBOR Rate Loan and ending one
                month thereafter;

            


    

    


    provided,
      however,
      that

    


    
      	 	
              (a)

            	
              if
                the Borrower has or may incur Hedging Obligations with the Lender
                in
                connection with the Loan, the LIBOR Interest Period shall be of the
                same
                duration as the relevant period set under the applicable Hedging
                Contract;

            


    

    


    
      	 	
              (b)

            	
              if
                such LIBOR Interest Period would otherwise end on a day which is
                not a
                Business Day, such LIBOR Interest Period shall end on the next following
                Business Day unless such day falls in the next calendar month, in
                which
                case such LIBOR Interest Period shall end on the first preceding
                Business
                Day; and

            


    

    


    
      	
            	(c)	
              no
                LIBOR Interest Period may end later than the termination of this
                Note.

            


    

    


    “LIBOR
      Rate”
means,
      relative to any LIBOR Interest Period for a LIBOR Rate Loan, the offered rate
      for deposits of U.S. Dollars in an amount approximately equal to the amount
      of
      the LIBOR Rate Loan for a one month period which the British Bankers’
Association fixes as its LIBOR rate as of 11:00 a.m. London time on the day
      which is two London Banking Days prior to the beginning of such Interest Period.
      If the Lender cannot determine such offered rate by the British Bankers’
Association, the Lender may, in its discretion, select a replacement index
      based
      on the arithmetic mean of the quotations, if any, of the interbank offered
      rate
      by first class banks in London or New York for deposits in comparable amounts
      and maturities.

    


    “LIBOR
      Rate Loan”
means
      the Loan for the period(s) when the rate of interest applicable to the Loan
      is
      calculated by reference to the Adjusted LIBOR Rate in the manner set forth
      herein.

    


    “LIBOR
      Rate Margin” means the
      number of Basis Points in the table set forth below corresponding to the then
      applicable ratio of Total Funded Debt to Adjusted EBITDA to be used under the
      Term Loan. 

     

    

      
        	
                Level:

              	
                Ratio
                  of Total Funded Debt to Adjusted EBITDA:

              	
                LIBOR
                  Rate Margin:

              
	
                I

              	
                when
                  less than 2.0 to 1.0

              	
                275
                  Basis Points

              
	
                II

              	
                when
                  greater than or equal to 2.0 to 1.0, but less than 3.0 to
                  1.0

              	
                 

                300
                  Basis Points

              
	
                III

              	
                when
                  greater than or equal to 3.0 to 1.0

              	
                325
                  Basis Points

                 

              


      

       

    

    As
      of the
      date hereof, the LIBOR Rate Margin shall be set at Level III in the table above.
      Changes in the LIBOR Rate Margin, if applicable, shall occur on the first
      Business Day following the day on which the quarterly financial statements
      and
      quarterly Covenant Compliance Certificate have been received by Lender in
      accordance with Section 5(c)(2) of the Loan Agreement. Any capitalized terms
      used, but not otherwise defined, in this definition shall have the meanings
      set
      forth in the Loan Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “LIBOR
      Reserve Percentage”
means,
      relative to any day of any LIBOR Interest Period, the maximum aggregate (without
      duplication) of the rates (expressed as a decimal fraction) of reserve
      requirements (including all basic, emergency, supplemental, marginal and other
      reserves and taking into account any transitional adjustments or other scheduled
      changes in reserve requirements) under any regulations of the Board of Governors
      of the Federal Reserve System (the “Board”) or other governmental authority
      having jurisdiction with respect thereto as issued from time to time and then
      applicable to assets or liabilities consisting of “Eurocurrency Liabilities”, as
      currently defined in Regulation D of the Board, having a term approximately
      equal or comparable to such LIBOR Interest Period.

     

    “Loan”
means
      all amounts outstanding under the Term Note and/or advanced pursuant to the
      Loan
      Agreement.

    


    “London
      Banking Day”
means
      a
      day on which dealings in US dollar deposits are transacted in the London
      interbank market.

    


    “Note”
means
      that certain Term Promissory Note of even date herewith in the principal amount
      of $13,000,000.00 made payable by the Borrower to the order, and for the
      benefit, of the Lender, to which this Rider
      A
      is
      attached.

    


    “Prime
      Rate”
shall
      mean a rate per annum equal to the rate of interest announced by Lender in
      Boston, MA from time to time as its “Prime Rate”. Any change in the Prime Rate
      shall be effective immediately from and after such change in the Prime Rate.
      Interest accruing by reference to the Prime Rate shall be calculated on the
      basis of actual days elapsed and a 360-day year. The Borrower acknowledges
      that
      the Lender may make loans to its customers above, at or below the Prime
      Rate.

    


    “Prime
      Rate Loan”
means
      the Loan for the period(s) when the rate of interest applicable to the Loan
      is
      calculated by reference to the Prime Rate.

    


    “Prime
      Rate Margin”
means
      0% per annum.

    


    “Principal
      Repayment Amount”
means
      the regularly scheduled reductions in the outstanding principal of the Loan
      to
      be made on each Interest Payment Date, as set forth in the attached Schedule
      A
      entitled
“Principal Repayment Schedule.”

    


    “Term
      Loan Maturity
      Date”
means
      July 31, 2010, unless accelerated sooner pursuant to the terms
      hereof.

    


    2. Borrowing
      Procedures.

    


    2.1 Funding
      of the Loan.
      On the
      Funding Date, subject to the terms and conditions of this Rider and the Loan
      Agreement, the Loan shall be made available to the Borrower no later than 11:00
      a.m. New York time by a deposit to the Account (or as otherwise instructed
      by
      the Borrower in writing) in the full principal amount of the Loan. Unless
      otherwise prohibited by this Note, the Loan shall initially be classified as
      a
      LIBOR Rate Loan.

    


    3. Interest
      Provisions.

    


    3.1 Interest
      Provisions.
      Interest
      on the outstanding principal amount of the Loan, when classified as a: (i)
      LIBOR
      Rate Loan, shall accrue during each LIBOR Interest Period at a rate per annum
      equal to the sum of the Adjusted LIBOR Rate for such LIBOR Interest Period
      plus
      the LIBOR Rate Margin and shall be due and payable on each Interest Payment
      Date
      and on the Term Loan Maturity Date, and (ii) Prime Rate Loan, shall accrue
      at a
      rate per annum equal to the sum of the Prime Rate plus the Prime Rate Margin,
      and shall be due and payable on each Interest Payment Date and on the Term
      Loan
      Maturity Date. Interest shall be calculated for the actual number of days
      elapsed on the basis of a 360-day year, including the first date of the
      applicable period to, but not including, the date of repayment.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
3.2 Automatic
      Rollover of LIBOR Rate Loan.
      Upon
      the expiration of a LIBOR Interest Period, the LIBOR Rate Loan shall
      automatically be continued as a LIBOR Rate Loan at the then applicable Adjusted
      LIBOR Rate and in an amount equal to the principal amount of the expiring LIBOR
      Rate Loan less
      any
      Principal Repayment Amount made by Borrower; provided, however,
      that no
      portion of the outstanding principal amount of a LIBOR Rate Loan may be
      continued as a LIBOR Rate Loan when any Event of Default has occurred and is
      continuing. If any Event of Default has occurred and is continuing (if the
      Lender does not otherwise elect to exercise any right to accelerate the Loan
      hereunder), the LIBOR Rate Loan shall automatically be continued as a Prime
      Rate
      Loan on the first day of the next Interest Period.

    


    4. Miscellaneous
      LIBOR Rate Loan Terms.

    


    4.1 Voluntary
      Prepayment of the LIBOR Rate Loan.
      When
      classified as a LIBOR Rate Loan, the Loan may be prepaid upon the terms and
      conditions set forth herein. The Borrower acknowledges that additional
      obligations may be associated with any such prepayment under the terms and
      conditions of any applicable Hedging Contracts. The Borrower shall give the
      Lender, no later than 10:00 a.m., New York City time, at least four (4) Business
      Days notice of any proposed prepayment of the LIBOR Rate Loan, specifying the
      proposed date of payment and the principal amount to be paid. Each partial
      prepayment of the principal amount of the LIBOR Rate Loan shall be in an
      integral multiple of $100,000 and accompanied by the payment of all charges
      outstanding on the LIBOR Rate Loan (including the LIBOR Breakage Fee (as defined
      below)) and of all accrued interest on the principal repaid to the date of
      payment.

    


    4.2 LIBOR
      Breakage Fee.
      Upon
      any prepayment of a LIBOR Rate Loan on any day that is not the last day of
      the
      relevant LIBOR Interest Period (regardless of the source of such prepayment
      and
      whether voluntary, by acceleration or otherwise), the Borrower shall pay an
      amount (“LIBOR Breakage Fee”), as calculated by the Lender, equal to the amount
      of any losses, expenses and liabilities (including without limitation any loss
      of margin and anticipated profits) that Lender may sustain as a result of such
      default or payment. The Borrower understands, agrees and acknowledges that:
      (i)
      the Lender does not have any obligation to purchase, sell and/or match funds
      in
      connection with the use of the LIBOR Rate as a basis for calculating the rate
      of
      interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a
      reference in determining such rate, and (iii) the Borrower has accepted the
      LIBOR Rate as a reasonable and fair basis for calculating the LIBOR Breakage
      Fee
      and other funding losses incurred by the Lender. Borrower further agrees to
      pay
      the LIBOR Breakage Fee and other funding losses, if any, whether or not the
      Lender elects to purchase, sell and/or match funds.

    


    4.3 LIBOR
      Rate Lending Unlawful.
      If the
      Lender shall determine (which determination shall, upon notice thereof to the
      Borrower be conclusive and binding on the Borrower) that the introduction of
      or
      any change in or in the interpretation of any law, rule, regulation or
      guideline, (whether or not having the force of law) makes it unlawful, or any
      central bank or other governmental authority asserts that it is unlawful, for
      the Lender to make, continue or maintain the Loan as, or to convert the Loan
      into, a LIBOR Rate Loan, then any such LIBOR Rate Loans shall, upon such
      determination, forthwith be suspended until the Lender shall notify the Borrower
      that the circumstances causing such suspension no longer exist, and all LIBOR
      Rate Loans of such type shall automatically convert into Prime Rate Loans at
      the
      end of the then current LIBOR Interest Periods with respect thereto or sooner,
      if required by such law and assertion.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
4.4 Increased
      Costs.
      If, on
      or after the date hereof, the adoption of any applicable law, rule or regulation
      or guideline (whether or not having the force of law), or any change therein,
      or
      any change in the interpretation or administration thereof by any governmental
      authority, central bank or comparable agency charged with the interpretation
      or
      administration thereof, or compliance by the Lender with any request or
      directive (whether or not having the force of law) of any such authority,
      central bank or comparable agency:

    


    
      	 	
              (a)
                

            	
              shall
                impose, modify or deem applicable any reserve, special deposit or
                similar
                requirement (including, without limitation, any such requirement
                imposed
                by the Board of Governors of the Federal Reserve System of the United
                States) against assets of, deposits with or for the account of, or
                credit
                extended by, the Lender or shall impose on the Lender or on the London
                interbank market any other condition affecting the LIBOR Rate Loan
                or its
                obligation to make the LIBOR Rate Loan;
                or

            


    

    


    
      	 	
              (b)
                

            	
              shall
                impose on Lender any other condition affecting the LIBOR Rate Loan
                or its
                obligation to make the LIBOR Rate Loan, and the result of any of
                the
                foregoing is to increase the cost to the Lender of making or maintaining
                the Loan as a LIBOR Rate Loan, or to reduce the amount of any sum
                received
                or receivable by the Lender under this Note with respect thereto,
                by an
                amount deemed by the Lender to be material, then, within 15 days
                after
                demand by the Lender, the Borrower shall pay to the Lender such additional
                amount or amounts as will compensate the Lender for such increased
                cost or
                reduction.

            


    

    


    4.5 Increased
      Capital Costs.
      If any
      change in, or the introduction, adoption, effectiveness, interpretation,
      reinterpretation or phase-in of, any law or regulation, directive, guideline,
      decision or request (whether or not having the force of law) of any court,
      central bank, regulator or other governmental authority affects or would affect
      the amount of capital required or expected to be maintained by the Lender,
      or
      person controlling the Lender, and the Lender determines (in its sole and
      absolute discretion) that the rate of return on its or such controlling person’s
      capital as a consequence of its commitments or the Loan made by the Lender
      is
      reduced to a level below that which the Lender or such controlling person could
      have achieved but for the occurrence of any such circumstance, then, in any
      such
      case upon notice from time to time by the Lender to the Borrower, the Borrower
      shall immediately pay directly to the Lender additional amounts sufficient
      to
      compensate the Lender or such controlling person for such reduction in rate
      of
      return. A statement of the Lender as to any such additional amount or amounts
      (including calculations thereof in reasonable detail) shall, in the absence
      of
      manifest error, be conclusive and binding on the Borrower. In determining such
      amount, the Lender may use any method of averaging and attribution that it
      (in
      its sole and absolute discretion) shall deem applicable.

    


    4.6 Taxes.
      All
      payments by the Borrower of principal of, and interest on, the LIBOR Rate Loan
      and all other amounts payable hereunder shall be made free and clear of and
      without deduction for any present or future income, excise, stamp or franchise
      taxes and other taxes, fees, duties, withholdings or other charges of any nature
      whatsoever imposed by any taxing authority, but excluding franchise taxes and
      taxes imposed on or measured by the Lender’s net income or receipts (such
      non-excluded items being called “Taxes”). In the event that any withholding or
      deduction from any payment to be made by the Borrower hereunder is required
      in
      respect of any Taxes pursuant to any applicable law, rule or regulation, then
      the Borrower will:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              pay
                directly to the relevant authority the full amount required to be
                so
                withheld or deducted;

            


    

    


    
      	 	
              (b)

            	
              promptly
                forward to the Lender an official receipt or other documentation
                satisfactory to the Lender evidencing such payment to such authority;
                and

            


    

    


    
      	 	
              (c)

            	
              pay
                to the Lender such additional amount or amounts as is necessary to
                ensure
                that the net amount actually received by the Lender will equal the
                full
                amount the Lender would have received had no such withholding or
                deduction
                been required.

            


    

    


    Moreover,
      if any Taxes are directly asserted against the Lender with respect to any
      payment received by the Lender hereunder, the Lender may pay such Taxes and
      the
      Borrower will promptly pay such additional amount (including any penalties,
      interest or expenses) as is necessary in order that the net amount received
      by
      the Lender after the payment of such Taxes (including any Taxes on such
      additional amount) shall equal the amount the Lender would have received had
      not
      such Taxes been asserted. If
      the
      Borrower fails to pay any Taxes when due to the appropriate taxing authority
      or
      fail to remit to the Lender the required receipts or other required documentary
      evidence, the Borrower shall indemnify the Lender for any incremental Taxes,
      interest or penalties that may become payable by the Lender as a result of
      any
      such failure.

    


    4.7 Unavailability
      of LIBOR Rate.
      In the
      event that Borrower shall have requested a LIBOR Rate Loan in accordance with
      the Note or Loan Agreement to which this Rider A is attached (as applicable)
      and
      Lender, in its sole discretion, shall have determined that U.S. dollar deposits
      in the relevant amount and for the relevant LIBOR Interest Period are not
      available to the Lender in the London interbank market; or by reason of
      circumstances affecting the Lender in the London interbank market, adequate
      and
      reasonable means do not exist for ascertaining the LIBOR Rate applicable to
      the
      relevant LIBOR Interest Period; or the LIBOR Rate no longer adequately and
      fairly reflects the Lender’s cost of funding loans; upon notice from the Lender
      to the Borrower, the obligations of the Lender under the Note or Loan Agreement
      to make or continue any loans as, or to convert any loans into, LIBOR Rate
      Loans
      of such duration shall forthwith be suspended until the Lender shall notify
      the
      Borrower that the circumstances causing such suspension no longer
      exist.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    PRINCIPAL
      REPAYMENT SCHEDULE

    

      
        	
                Year
                  of Term of Loan:

              	 	
                Monthly
                  Principal Payment:

              
	
                1

              	 	 
	
                2

              	 	 
	
                3

              	 	 
	
                4

              	 	 
	
                5

              	 	 


      

    

    


    
      
        
        

      

      
        14