ALKERMES INC. SECOND AMENDED AND RESTATED NOTE (1997-01-17)

This Second Amended and Restated Note amends, restates and replaces in its entirety that certain Amended and Restated Note dated December 29, 1995 in the original principal amount of $6,000,000 issued by Makers in favor of The Daiwa Bank, Limited, which assigned its interest therein to Bank on February 2, 1996. This Second Amended and Restated Note is the Second Amended and Restated Note referred to in the Omnibus Amendment to Loan Documents dated as of the date hereof between Makers, Bank and the Sumitomo Bank of New York Trust Company, which amends that certain Loan Agreement, dated as of December 30, 1993, between Makers and Bank, as previously amended (as amended, modified and supplemented through and including the date hereof, including the amendments contained in Omnibus Amendment to Loan Documents, the "Amended Loan Agreement") and is subject to all of the terms and conditions, representations and warranties thereof, including the rights of prepayment and the rights of acceleration of maturity. Terms used herein have the meanings assigned to those terms in the Amended Loan Agreement, unless otherwise defined herein.

TRAVELBYUS INC. SECOND AMENDED AND RESTATED NOTE (1997-05-22)

This Note is executed and delivered by Borrower pursuant to that certain Loan Agreement ("Agreement") dated as of May 17, 1993 between Borrower and Sunbelt Business Capital, Inc. ("Sunbelt"), which Agreement was assigned by Sunbelt to Sunbelt Business Capital, L.L.C. on January 17, 1996, and subsequently assigned by Sunbelt Business Capital, L.L.C. to Lender by Notarial Assignment on May 13, 1997 by that certain Partial Redemption of Stock, Assignment of Assets and Liabilities, and Subscription of Stock. The obligations evidenced by this Note are secured by the security interests granted in the Security Agreement referred to in the Agreement and each existing collateral pledge, and each other existing security agreement executed by the Borrower in favor of Sunbelt Business Capital, L.L.C. and assigned to Lender. If future obligations are evidenced by this Note, they are secured by existing security rights unless they are expressly excluded in the security agreements granting same.

RAMCO GERSHENSON PROPERTIES TRUST. SECOND AMENDED AND RESTATED NOTE (1997-11-14)

This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.

ARCHON CORP. Reference is made to that certain Second Amended and Restated Note (1997-12-04)

THIS CONSENT TO AMENDMENT AND RESTATEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

ARCHON CORP. SECOND AMENDED AND RESTATED NOTE (1998-12-29)

THIS SECOND AMENDED AND RESTATED NOTE (THE "SECOND AMENDED NOTE"), effective December 14, 1998, is entered into by and between Santa Fe Hotel Inc., a Nevada corporation (the "Borrower") and PDS Financial Corporation - Nevada, a Nevada corporation ("PDS"). PDS and its permitted assigns, are referred to herein as the "Holder."

U S DIAGNOSTIC INC. SECOND AMENDED AND RESTATED NOTE (2000-08-18)

HORIZON GROUP PROPERTIES INC. SECOND AMENDED AND RESTATED NOTE (2001-08-13)

WEIGHT WATCHERS INTERNATIONAL INC. SECOND AMENDED AND RESTATED NOTE (2001-10-29)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND LAWS IS AVAILABLE.

E LOAN INC. SECOND Amended and restated NOTE (2002-11-14)

This Second Amended and Restated Note ("Second Amended and Restated Note"), amends, restates and supersedes all prior notes, including that certain Note dated November 1, 2001 in the amount of $25,000,000 ("Original Note"), as amended and restated from time to time. The Original Note as amended and restated from time to time shall collectively be referred to as the "Note". However, the Second Amended and Restated Note shall in no way extinguish the Borrower's unconditional obligation to repay all indebtedness evidenced by the Original Note, as amended from time to time. The Note referred to in the Warehouse Credit Agreement, dated as of November 1, 2001 ("Warehouse Credit Agreement"). This Note is secured by the Warehouse Security Agreement.

MERCURY AIR GROUP INC. SECOND AMENDED AND RESTATED NOTE (2003-10-30)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.