the conditions set forth in article ⅵ,

the bank shall make the amount of the loan available to the borrower by

remitting the amount of the loan to an account in new york designated by the

borrower, if the borrower fails to satisfy the conditions precedent set forth in

article ⅵ 1, the bank shall be obligated to make the loan.

section 2.3. repayment; payment of interest; designation of interest period

the borrower agrees to repay the principal amount of the loan on the installment

payment dates in eight equal installments and to pay interest on each interest

payment date on the outstanding principal balance of the loan at the interest

rate. the borrower shall give notice to the bank not less that five business

days prior to the commencement of each interest period (other than the first

interest period) whether it has elected an interest period of three months or

six months. if no such notice is received by the bank, the relevant interest

period shall be the same length as the previous interest period; provided,

however, that an interest period commencing before and which would otherwise and

after an installment payment data shall end not such installment payment date.

section 2. 4. determination of interest rate

the interest rate for each interest period with respect to the loan shall be one

and one-half percent (1-1/2%) above the rate at which dollar deposits in an

amount equal to the principal amount of the loan to be made or maintained are

offered by the bank for such interest period to prime banks in the london

interbank market as of 11: 00a.m. (london time) two business days prior to the

commencement of such interest period.

section 2. 5. the note

the borrower's obligation to repay the principal amount of the loan made by the

bank hereunder shall be evidenced by a note of the borrower in the form of

exhibit a to this agreement with appropriate inspections pursuant to this

section 2. 5. the note shall (i) be dated the date hereof, (ii) be payable to

the order of the bank in the principal amount of the loan, (iii) mature in eight

equal installments, payable on the installment payment dates and (iv) bear

interest at the interest rate on the outstanding principal balance thereof from

time to time, computed for each interest period and payable on the interest

payment dates.

section 2.6. substitute ba

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