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deemed to be payment by the Company to or on account of the Senior Debt, it 
being understood that the Subordination Provisions are and are intended solely 
for the purpose of defining the relative rights of the holder of this Note, on 
the one hand, and the holders of the Senior Debt, on the other hand.

  (e) Nothing contained in the Subordination Provisions or elsewhere in this 
Note is intended to or shall impair, as between the Company and the holder of 
this Note, the obligation of the Company, which is absolute and unconditional, 
to pay to the holder of this Note the principal and interest on this Note as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the holder of this Note and 
creditors of the Company other than the holders of the Senior Debt, nor shall 
anything herein or therein prevent the holder of this Note from exercising all 
remedies otherwise permitted by applicable law upon default under this Note, 
subject to the rights, if any, under the Subordination Provisions of the holders
of Senior Debt in respect of cash, property or securities of the Company 
received upon the exercise of any such remedy. Upon any distribution of assets 
of the Company referred to in paragraph (c) above, the holder of this Note shall
be entitled to rely upon any order or decree made by any court of competent 
jurisdiction in which such dissolution, winding up, liquidation or 
reorganization proceedings are pending, or a certificate of the liquidating 
trustee or agent or making any distribution to the holder of this Note, for the 
purpose of ascertaining the persons entitled to participate in such 
distribution, the holders of the Senior Debt and other indebtedness of the 
Company, the amount thereof or payable thereon, the amount or amounts paid or 
distributed thereon and all other facts pertinent thereto or to the 
Subordination Provisions.

  (f) No right of any present or future holders of any Senior Debt to enforce 
subordination as provided herein shall at any time in any way be prejudiced or 
impaired by any act or failure to act on the part of the Company or by any act 
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms hereof, regardless of any knowledge thereof which any
such holder may have or be otherwise charged with.

  Defaults and acceleration. In the event of any failure to pay any interest 
when due hereunder, and the continuance of such failure to pay for a period of 
ten (10) days after written notice, by certified or registered mail or by hand 
delivery, of such failure from the Payee to the Company or in the event that all
of the indebtedness of the Company to Chemical Bank (or any bank serving as the 
Company's primary lender) becomes due and payable as the result of an event of 
default with respect thereto, this Note shall be in default and the entire 
unpaid principal sum hereof, together with accrued interest, shall at the option
of the Payee,

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