INTEGRAL VISION INC. SECOND AMENDED AND RESTATED TERM NOTE (1999-03-31)

This Note is secured by, among other things, the following: (a) all of Medar, Inc.'s present and future accounts, chattel paper, general intangibles, inventory, equipment, fixtures, documents, and instruments, and all products and proceeds of the foregoing as more fully described in the General Security Agreement, dated March 29, 1996 ("General Security Agreement"), the Collateral Assignment of Proprietary Rights and Security Agreement, dated July 15, 1997 ("Assignment of Rights"), and the collateral granted to Lender under an Amended and Restated Revolving Credit and Loan Agreement dated July 31, 1998 ("Restated Loan Agreement"), all as amended by the Amendment and Forbearance Agreement of approximate even date herewith (the "Forbearance Agreement"), (b) the Amended and Restated Mortgage and Security Agreement dated June 29, 1993 on the premises located at 38700 Grand River, Farmington Hills, Michigan, as recorded in Liber 13885, Page 040, of the Oakland County Records (as may be amended and as may be further amended, including, but not limited to, by the First Amendment to Mortgage of approximate even date herewith and with all supplements thereto), (c) a Future Advance Mortgage dated October 31, 1995 on the premises located at 24755 Crestview Court, Farmington Hills, Michigan, as recorded in Liber 15799, Page 151 of the Oakland County Records (as may be amended or as may be further amended, including, but not limited to, by the First Amendment to Mortgage dated the approximate even date herewith, and with all supplements thereto); and (d) any other collateral security heretofore or hereafter granted to Lender by the undersigned. The failure to make any payment when due under this Note or the occurrence of any default, Default, Event of Default, or Event of Acceleration under the Forbearance Agreement or any document or instrument executed in connection herewith shall be deemed a default under this Note, and in any such events, the holder of this Note shall be entitled to accelerate the maturity of the debt evidenced by this Note and have all rights and remedies afforded by law or available under the Forbearance Agreement.

ModusLink Global Solutions Inc. SECOND AMENDED AND RESTATED TERM NOTE (1999-06-14)

This Note constitutes the amendment and restatement in its entirety of the Amended and Restated Term Note issued by SalesLink to the Bank in the original principal amount of $9,893,616.99, dated as of June 11, 1998 (the "Original Note") and is issued in substitution therefor and an amendment and replacement thereof. Nothing herein or in any other document shall be construed to constitute payment of the Original Note or to release or terminate any guaranty, lien, mortgage, pledge or other security interest in favor of the Bank.

ModusLink Global Solutions Inc. SECOND AMENDED AND RESTATED TERM NOTE (1999-06-14)

This Note constitutes the amendment and restatement in its entirety of the Amended and Restated Term Note issued by SalesLink to the Bank in the original principal amount of $9,893,616.99, dated as of June 11, 1998 (the "Original Note") and is issued in substitution therefor and an amendment and replacement thereof. Nothing herein or in any other document shall be construed to constitute payment of the Original Note or to release or terminate any guaranty, lien, mortgage, pledge or other security interest in favor of the Bank.

OAO TECHNOLOGY SOLUTIONS INC. SECOND AMENDED AND RESTATED TERM NOTE (2002-03-28)

This Note shall be governed by and interpreted in accordance with the laws of the State of Delaware.

NEXTERA ENTERPRISES INC. SECOND AMENDED AND RESTATED TERM NOTE (2003-01-03)

This Note evidences borrowings under, and is entitled to the benefits of, and is subject to the provisions of, the Second Amended and Restated Credit Agreement dated as of December 31, 2002, as from time to time in effect (the "Second Amended and Restated Credit Agreement"), among the Borrower, certain of its Affiliates, the Lender and certain other parties. The principal of this Note is prepayable in the amounts and under the circumstances set forth in the Second Amended and Restated Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Second Amended and Restated Credit Agreement. Terms defined in the Second Amended and Restated Credit Agreement are used herein with the meanings so defined.

NEXTERA ENTERPRISES INC. SECOND AMENDED AND RESTATED TERM NOTE (2003-01-03)

This Note evidences borrowings under, and is entitled to the benefits of, and is subject to the provisions of, the Second Amended and Restated Credit Agreement dated as of December 31, 2002, as from time to time in effect (the "Second Amended and Restated Credit Agreement"), among the Borrower, certain of its Affiliates, the Lender and certain other parties. The principal of this Note is prepayable in the amounts and under the circumstances set forth in the Second Amended and Restated Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Second Amended and Restated Credit Agreement. Terms defined in the Second Amended and Restated Credit Agreement are used herein with the meanings so defined.

SEA PINES ASSOCIATES INC. SECOND AMENDED AND RESTATED TERM NOTE (2003-01-17)

This Note shall bear interest from the date hereof at a rate per annum equal to the Adjusted LIBOR Index for the applicable one month Interest Period plus the Applicable Margin, all as defined in that certain Amended and Restated Master Credit Agreement dated the same date hereof by and between Maker and the initial Holder (the "Amended and Restated Master Credit Agreement").

GULF COAST TREATMENT CENTER INC. SECOND AMENDED AND RESTATED TERM NOTE (2003-11-04)

GULF COAST TREATMENT CENTER INC. SECOND AMENDED AND RESTATED TERM NOTE (2003-11-04)

GULF COAST TREATMENT CENTER INC. SECOND AMENDED AND RESTATED TERM NOTE (2003-11-04)