Common use of Confession of Judgment Clause in Contracts

Confession of Judgment. The Borrowers hereby irrevocably authorize any attorney-at-law to appear in any court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process and to confess a judgment against the undersigned in favor of the Bank and/or any assignee or holder hereof for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreement, together with costs of suit and thereupon to release all errors and waive all right of appeal or stays of execution in any court of record. No such judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment or judgments against any one or more of the undersigned against whom judgment has not been obtained hereon, this being a joint and several warrant of attorney to confess judgment. 64 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------

Confession of Judgment. The Borrowers Borrower hereby irrevocably authorize authorizes any attorney-at-attorney at law to appear in any state or federal court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time States of America after the indebtedness evidenced maturity hereof (whether occurring by this Term Note becomes due, whether by acceleration lapse of time or otherwiseacceleration), to waive the issuing issuance and service of process process, to admit the maturity of the Note and the amount then appearing due, to confess a judgment against the undersigned Borrower in favor of the Bank and/or any assignee or holder hereof for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreementdue, together with interest and costs of suit suit, and thereupon to release all errors and to waive all right rights of appeal or stays and stay of execution in any court of recordexecution. No such judgment or judgments against less than all of the undersigned will be a shall bar to any subsequent judgment. Should any judgment or judgments against be vacated for any one or more of the undersigned against whom judgment has not been obtained hereonreason, this being a joint and several warrant of attorney nevertheless may thereafter be used for obtaining additional judgments. IN WITNESS WHEREOF, the undersigned have caused this Modification to confess judgmentbe executed as of the day and year first above written. 64 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. Xxxxxx Incorporated By: -------------------------------- Print Name/s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Its: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME Chief Financial Officer NATIONAL CITY BANK, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. NATIONAL BANKING ASSOCIATION By: -------------------------------- Print Name/s/ X. X. Xxxxxxxxx Xxxxxx Xxxxxxxxx Its: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------Senior Vice President

Confession of Judgment. The Borrowers Borrower hereby irrevocably authorize authorizes any attorney-at-attorney at law to appear in any state or federal court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time States of America after the indebtedness evidenced maturity hereof (whether occurring by this Term Note becomes due, whether by acceleration lapse of time or otherwiseacceleration), to waive the issuing issuance and service of process process, to admit the maturity of the Note and the amount then appearing due, to confess a judgment against the undersigned Borrower in favor of the Bank and/or any assignee or holder hereof for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreementdue, together with interest and costs of suit suit, and thereupon to release all errors and to waive all right rights of appeal or stays and stay of execution in any court of recordexecution. No such judgment or judgments against less than all of the undersigned will be a shall bar to any subsequent judgment. Should any judgment or judgments against be vacated for any one or more of the undersigned against whom judgment has not been obtained hereonreason, this being a joint and several warrant of attorney nevertheless may thereafter be used for obtaining additional judgments. IN WITNESS WHEREOF, the undersigned have caused this Modification to confess judgmentbe executed as of the day and year first above written. 64 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. Xxxxxx Incorporated an Ohio corporation By: -------------------------------- Print /s/ Xxxxxxx X. Xxxxxx Printed Name: ------------------------ TitleXxxxxxx X. Xxxxxx Its: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME Chief Financial Officer NATIONAL CITY BANK, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. NATIONAL BANKING ASSOCIATION By: -------------------------------- Print Name/s/ Xxxx Xxxx Printed name: ------------------------ TitleXxxx Xxxx Its: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------Vice President

Confession of Judgment. The Borrowers hereby irrevocably authorize any attorney-at-law to appear in any court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process and to confess a judgment against the undersigned in favor of the Bank and/or any assignee or holder hereof for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreement, together with costs of suit and thereupon to release all errors and waive all right of appeal or stays of execution in any court of record. No such judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment or judgments against any one or more of the undersigned against whom judgment has not been obtained hereon, this being a joint and several warrant of attorney to confess judgment. 64 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: ---------------------------------------------------------- - 4 - 82 REVOLVING CREDIT NOTE $2,500,000 Philadelphia, Pennsylvania November 14, 1991 FOR VALUE RECEIVED, the undersigned KRUG XXXERNATIONAL CORP., TECHNOLOGY/SCIENTIFIC SERVICES, INC. and KRUG XXXE SCIENCES INC. (hereinafter referred to jointly and severally as the "Borrowers"), promise to pay, on or before the Termination Date (as defined in the Credit Agreement hereinafter mentioned), to the order of CORESTATES BANK, N.A., A NATIONAL BANKING ASSOCIATION WHICH ALSO CONDUCTS BUSINESS AS PHILADELPHIA NATIONAL BANK AND AS CORESTATES FIRST PENNSYLVANIA BANK, as administrative agent ("Administrative Agent") for: (1) Society Bank, National Association; (2) The Central Trust Company, N.A.; (3) Comerica Bank; and (4) CoreStates Bank, N.A. (collectively, the "Revolving Credit Banks"), the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000) or, if less, the aggregate principal amount (as shown by the records of the Administrative Agent hereinafter mentioned, which records shall constitute prima facie evidence thereof) of all revolving credit advances (the "Revolving Credit Advances") made by the Revolving Credit Banks to the Borrowers pursuant to the Credit Agreement hereinafter mentioned. The Borrowers further promise to pay to the order of the Administrative Agent interest on the principal amounts of the Revolving Credit Advances, from the respective dates on which the Revolving Credit Advances are made until such principal amounts have been repaid in full, payable at the times and rates provided in the Credit Agreement hereinafter mentioned. This is the Revolving Credit Note mentioned in, and is entitled to the benefits of, the Credit Agreement dated as of even date herewith (the "Credit Agreement") and all other instruments, documents and agreements executed and delivered by the Borrowers therewith, between the Borrowers, the Lenders (as defined in the Credit Agreement) and CoreStates Bank, N.A. as Administrative Agent. All obligations and agreements of the Borrowers hereunder are joint and several. THIS REVOLVING CREDIT NOTE HAS BEEN EXECUTED AND DELIVERED IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS REVOLVING CREDIT NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT AND WILL BE DEEMED TO HAVE BEEN MADE AT PHILADELPHIA, PENNSYLVANIA AND WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, AND THE BORROWERS HEREBY AGREE TO THE JURISDICTION OF ANY OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA, OR OF THE UNITED STATES OF AMERICA FOR THE EASTERN DISTRICT OF PENNSYLVANIA, AND ACCEPT, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT. THE BORROWERS CONSENT THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO THE BORROWERS AT THE ADDRESS OF THE BORROWERS SET FORTH IN THE CREDIT AGREEMENT FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE BORROWERS WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING CONTAINED HEREIN WILL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR PREVENT THE ADMINISTRATIVE AGENT OR ANY LENDER FROM BRINGING ANY ACTION, ENFORCING ANY JUDGMENT OR EXERCISING ANY RIGHTS AGAINST ANY BORROWER OR AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF ANY BORROWER WITHIN ANY OTHER JURISDICTION. Waiver of Jury Trial. THE BORROWERS WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS REVOLVING CREDIT NOTE, THE SECURITY DOCUMENTS OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

Confession of Judgment. The Borrowers hereby irrevocably authorize any attorney-at-law to appear in any court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process and to confess a judgment against the undersigned in favor of the Bank and/or any assignee or holder hereof for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreement, together with costs of suit and thereupon to release all errors and waive all right of appeal or stays of execution in any court of record. No such judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment or judgments against any one or more of the undersigned against whom judgment has not been obtained hereon, this being a joint and several warrant of attorney to confess judgment. 64 76 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. By: -------------------------------- Print Name: ------------------------ ---------------------- Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: ---------------------------------------------------------- $3,600,000 Philadelphia, Pennsylvania November 14, 1991 FOR VALUE RECEIVED, the undersigned KRUG XXXERNATIONAL CORP., TECHNOLOGY/SCIENTIFIC SERVICES, INC. and KRUG XXXE SCIENCES INC. (hereinafter referred to jointly and severally as the "Borrowers"), promise to pay, on or before the Termination Date (as defined in the Credit Agreement hereinafter mentioned), to the order of SECURITY PACIFIC NATIONAL BANK (THE "BANK"), the principal sum of Three Million Six Hundred Thousand Dollars ($3,600,000). The Borrowers further promise to pay to the order of the Bank interest on the principal amounts of this Term Note until such principal amounts have been repaid in full, payable at the times and rates provided in the Credit Agreement hereinafter mentioned, and payable for the account of Bank at the Administrative Agent (as defined in the Credit Agreement hereinafter mentioned) or at such other place as may be requested by Bank. This is one of the Term Notes mentioned in, and is entitled to the benefits of, the Credit Agreement dated as of even date herewith (the "Credit Agreement") and all other instruments, documents and agreements executed and delivered by the Borrowers therewith, between the Borrowers, the Lenders (as defined in the Credit Agreement) and CoreStates Bank, N.A. as Administrative Agent. All obligations and agreements of the Borrowers hereunder are joint and several. THIS TERM NOTE HAS BEEN EXECUTED AND DELIVERED IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS TERM NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT AND WILL BE DEEMED TO HAVE BEEN MADE AT PHILADELPHIA, PENNSYLVANIA AND WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE 79 COMMONWEALTH OF PENNSYLVANIA, AND THE BORROWERS HEREBY AGREE TO THE JURISDICTION OF ANY OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA, OR OF THE UNITED STATES OF AMERICA FOR THE EASTERN DISTRICT OF PENNSYLVANIA, AND ACCEPT, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT. THE BORROWERS CONSENT THAT ANY SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO THE BORROWERS AT THE ADDRESS OF THE BORROWERS SET FORTH IN THE CREDIT AGREEMENT FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE BORROWERS WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING CONTAINED HEREIN WILL AFFECT THE RIGHT OF THE BANK TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY JUDGMENT OR EXERCISING ANY RIGHTS AGAINST ANY BORROWER OR AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF ANY BORROWER WITHIN ANY OTHER JURISDICTION. Waiver of Jury Trial. THE BORROWERS WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS TERM NOTE, THE SECURITY DOCUMENTS OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

Confession of Judgment. The Borrowers Borrower hereby irrevocably authorize authorizes and empowers any attorney-at-law law, including an attorney hired by Xxxxxx, to appear in any court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process and to confess a judgment against the undersigned in favor of the Bank and/or any assignee or holder hereof Xxxxxxxx for the unpaid amount of principal due and interest and expenses then appearing due from the undersigned under owing in connection with this Term Note and the Credit Agreement, together with the Note, and/or other Loan Documents, as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys’ fees plus costs of suit suit, and thereupon to release all errors errors, and waive all rights of appeal. If a copy of this Agreement, the Note, or other Loan Document, as may be applicable, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right of appeal or stays to any injunction which would prevent Lender from taking judgment under this Agreement, the Note and/or other Loan Documents by confession, and any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Agreement, the Note and/or other Loan Documents have been paid in full. Xxxxxxxx waives any conflict of recordinterest that an attorney hired by Xxxxxx may have in acting on behalf of Xxxxxxxx in confessing judgment against Xxxxxxxx while such attorney is retained by Xxxxxx. No Xxxxxxxx expressly consents to such judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment or judgments against any one or more of the undersigned against whom judgment has not been obtained hereon, this being a joint and several warrant of attorney to confess acting for Xxxxxxxx in confessing judgment. 64 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- HALL OF FAME RESORT & ENTERTAINMENT COMPANY XXXXX COUNTY PORT AUTHORITY By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxx Xxxxx Print Name: ------------------------ TitleXxxxxxx Xxxxxxxx Xxx Xxxxx, Chairperson Its: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. President & CEO and By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------/s/ Xxx Xxxxxxx Xxx Xxxxxxx, Assistant Secretary

Confession of Judgment. The Borrowers Company hereby irrevocably authorize authorizes any attorney-at-attorney at law to appear for the Company in an action on this Note, at any time after the same becomes due, as herein provided, in any court of record in or of the Commonwealth State of PennsylvaniaOhio, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwiseelsewhere, to waive the issuing and service of process against the Company and to confess a judgment against the undersigned in favor of the Bank and/or any assignee or legal holder hereof of this Note against the Company for the amount that may be due, with interest at the rate herein mentioned and cost of principal suit, and interest to waive and expenses then appearing due from the undersigned under this Term Note and the Credit Agreement, together with costs of suit and thereupon to release all errors in said proceedings and waive judgment, and all petitions in error, and right of appeal or stays of execution in any court of recordfrom the judgment rendered. No such judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment or judgments against any one or more of the undersigned against whom judgment has not been obtained hereonDRUG EMPORIUM, this being a joint and several warrant of attorney to confess judgmentINC. 64 By -------------------------------------- Davix X. Xxxxxxx, Xxief Executive Officer WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIRD AMENDED AND RESTATED SECURITY AGREEMENT THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE THIRD AMENDED AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODSRESTATED SECURITY AGREEMENT dated as of the 13th day of November, FAULTY GOODS1995 (collectively with the exhibits attached hereto, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICESthe "Agreement") is between DRUG EMPORIUM, INC., a Delaware corporation (the "Company"), and BANK ONE, COLUMBUS, NA (the "Bank") under that certain Third Amended and Restated Revolving Credit and Term Loan Agreement dated of even date herewith between the Company and the Bank (the "Loan Agreement") and amends and restates in its entirety that certain Second Amended and Restated Security Agreement dated as of May 12, 1995 between the Company and the Bank. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------The parties agree as follows:

Confession of Judgment. The Borrowers Borrower hereby irrevocably authorize authorizes any attorney-at-attorney at law to appear in any state or federal court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time States of America after the indebtedness evidenced maturity hereof (whether occurring by this Term Note becomes due, whether by acceleration lapse of time or otherwiseacceleration), to waive the issuing issuance and service of process process, to admit the maturity of the Note and the amount then appearing due, to confess a judgment against the undersigned Borrower in favor of the Bank and/or any assignee or holder hereof for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreementdue, together with interest and costs of suit suit, and thereupon to release all errors and to waive all right rights of appeal or stays and stay of execution in any court of recordexecution. No such judgment or judgments against less than all of the undersigned will be a shall bar to any subsequent judgment. Should any judgment or judgments against be vacated for any one or more of the undersigned against whom judgment has not been obtained hereonreason, this being a joint and several warrant of attorney nevertheless may thereafter be used for obtaining additional judgments. IN WITNESS WHEREOF, the undersigned have caused this Modification to confess judgmentbe executed as of the day and year first above written. 64 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. Xxxxxx Incorporated an Ohio corporation By: -------------------------------- Print Name/s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Its: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME Chief Financial Officer NATIONAL CITY BANK, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. NATIONAL BANKING ASSOCIATION By: -------------------------------- Print Name/s/ X. X. Xxxxxxxxx Xxx Xxxxxxxxx Its: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------Senior Vice President

Confession of Judgment. Contemporaneously with the execution of this Agreement, and to secure HXXXX’s performance with this Agreement, HXXXX shall execute a confession of judgment pursuant to NRS 17.090 (the “Judgment”) attached hereto as Exhibit 1, and provide the original to Forwardly’s counsel, Mxxxxxx & Cxxxxxxx. The Borrowers hereby irrevocably authorize Judgment shall remain unfiled or recorded until there is an uncured event of default under this Agreement. In the event HUMBL is notified of its default under this Agreement, including its failure to make any attorney-at-law Periodic Payment, HUMBL shall have five (5) business days from such written notice from Forwardly to appear cure the default. In the instance of a missed Periodic Payment, HUMBL may cure the default by making the Periodic Payment, plus One Thousand Dollars ($1,000.00) to compensate Forwardly for providing the notice of default. If HUMBL fails to cure a default under this Agreement within five (5) business days, Forwardly shall have the ability, should it so elect, to file the Judgment in any court of record in or of the Commonwealth of Pennsylvaniacompetent jurisdiction, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process and to confess which Judgment shall constitute a judgment against the undersigned in favor of the Bank and/or any assignee or holder hereof for Forwardly and against HUMBL in the amount of principal Two Million, Two Hundred Thousand Dollars ($2,200,000.00). The Judgment shall be reduced by any Periodic Payments made prior to an uncured default. Once the Judgment is entered, Forwardly shall be permitted to proceed according to law toward satisfaction of the Judgment, reserving all rights and interest remedies in connection therewith. HXXXX acknowledges that by confessing judgment, it is acknowledging that the debt contained therein is due and expenses then appearing due from owing to Forwardly, thereby waiving all rights to defend or otherwise dispute the undersigned under amount of the claim by Forwardly, or Forwardly’s ability to recover the same. HUMBL expressly waives any and all defenses related to this Term Note and the Credit Agreement, together with costs including but not limited to: (i) accord and satisfaction, (ii) usury, (iii) unconscionability, (iv) statute of suit limitations, (v) statute of frauds, (vi) fraudulent inducement, (vii) lack of capacity, (viii) ambiguity, (ix) mistake, (x) estoppel, (xi) illegality, (xii) impossibility, (xiii) duress, (xiv) undue influence, (xv) lack of consideration, (xvi) indefiniteness, (xvii) set-off, (xviii) contribution and thereupon to release all errors and waive all right of appeal or stays of execution in any court of record(xix) waiver. No such judgment or judgments against less than all Pending complete payment of the undersigned will Periodic Payments, the Judgment shall be a bar to any subsequent judgment or judgments against any one or more of retained by Mushkin & Cxxxxxxx. Within five (5) days’ notice that the undersigned against whom judgment final Periodic Payment has not been obtained hereonmade and cleared, this being a joint and several warrant of attorney to confess judgment. 64 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------the Judgment shall be destroyed by Mushkin & Cxxxxxxx.

Confession of Judgment. The Borrowers hereby irrevocably authorize any attorney-at-law to appear in any court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process and to confess a judgment against the undersigned in favor of the Bank and/or any assignee or holder hereof for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreement, together with costs of suit and thereupon to release all errors and waive all right of appeal or stays of execution in any court of record. No such judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment or judgments against any one or more of the undersigned against whom judgment has not been obtained hereon, this being a joint and several warrant of attorney to confess judgment. 64 72 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: ---------------------------------------------------------- - 4 - 74 TERM NOTE $2,880,000 Philadelphia, Pennsylvania November 14 FOR VALUE RECEIVED, the undersigned KRUG XXXERNATIONAL CORP., TECHNOLOGY/SCIENTIFIC SERVICES, INC. and KRUG XXXE SCIENCES INC. (hereinafter referred to jointly and severally as the "Borrowers"), promise to pay, on or before the Termination Date (as defined in the Credit Agreement hereinafter mentioned), to the order of CORESTATES BANK, N.A. (THE "BANK"), A NATIONAL BANKING ASSOCIATION WHICH ALSO CONDUCTS BUSINESS AS PHILADELPHIA NATIONAL BANK AND AS CORESTATES FIRST PENNSYLVANIA BANK, the principal sum of Two Million Eight Hundred Eighty Thousand Dollars ($2,880,000). The Borrowers further promise to pay to the order of the Bank interest on the principal amounts of this Term Note until such principal amounts have been repaid in full, payable at the times and rates provided in the Credit Agreement hereinafter mentioned, and payable for the account of Bank at the Administrative Agent (as defined in the Credit Agreement hereinafter mentioned) or at such other place as may be requested by Bank. This is one of the Term Notes mentioned in, and is entitled to the benefits of, the Credit Agreement dated as of even date herewith (the "Credit Agreement") and all other instruments, documents and agreements executed and delivered by the Borrowers therewith, between the Borrowers, the Lenders (as defined in the Credit Agreement) and CoreStates Bank, N.A. as Administrative Agent. All obligations and agreements of the Borrowers hereunder are joint and several. THIS TERM NOTE HAS BEEN EXECUTED AND DELIVERED IN CONNECTION WITH A COMMERCIAL TRANSACTION. Waiver of Jury Trial. THE BORROWERS WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS TERM NOTE, THE SECURITY DOCUMENTS OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

Confession of Judgment. The Borrowers hereby irrevocably authorize any attorney-at-law to appear in any court of record in or of the Commonwealth of Pennsylvania, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process and to confess a judgment against the undersigned in favor of the Bank and/or any assignee or holder hereof for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreement, together with costs of suit and thereupon to release all errors and waive all right of appeal or stays of execution in any court of record. No such judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment or judgments against any one or more of the undersigned against whom judgment has not been obtained hereon, this being a joint and several warrant of attorney to confess judgment. 64 68 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES, INC. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: ---------------------------------------------------------- - 4 - 70 TERM NOTE $1,800,000 Philadelphia, Pennsylvania November 14, 1991 FOR VALUE RECEIVED, the undersigned KRUG XXXERNATIONAL CORP., TECHNOLOGY/SCIENTIFIC SERVICES, INC. and KRUG XXXE SCIENCES INC. (hereinafter referred to jointly and severally as the "Borrowers"), promise to pay, on or before the Termination Date (as defined in the Credit Agreement hereinafter mentioned), to the order of COMERICA BANK (THE "BANK"), the principal sum of One Million Eight Hundred Thousand Dollars ($1,800,000). The Borrowers further promise to pay to the order of the Bank interest on the principal amounts of this Term Note until such principal amounts have been repaid in full, payable at the times and rates provided in the Credit Agreement hereinafter mentioned, and payable for the account of Bank at the Administrative Agent (as defined in the Credit Agreement hereinafter mentioned) or at such other place as may be requested by Bank. This is one of the Term Notes mentioned in, and is entitled to the benefits of, the Credit Agreement dated as of even date herewith (the "Credit Agreement") and all other instruments, documents and agreements executed and delivered by the Borrowers therewith, between the Borrowers, the Lenders (as defined in the Credit Agreement) and CoreStates Bank, N.A. as Administrative Agent. All obligations and agreements of the Borrowers hereunder are joint and several. THIS TERM NOTE HAS BEEN EXECUTED AND DELIVERED IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS TERM NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT AND WILL BE DEEMED TO HAVE BEEN MADE AT PHILADELPHIA, PENNSYLVANIA AND WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE Waiver of Jury Trial. THE BORROWERS WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS TERM NOTE, THE SECURITY DOCUMENTS OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

Confession of Judgment. The Borrowers Company hereby irrevocably authorize authorizes any attorney-at-attorney at law to appear for the Company in an action on this Note, at any time after the same becomes due, as herein provided, in any court of record in or of the Commonwealth State of PennsylvaniaOhio, or in any other state or territory of the United States, at any time after the indebtedness evidenced by this Term Note becomes due, whether by acceleration or otherwiseelsewhere, to waive the issuing and service of process against the Company and to confess a judgment against the undersigned in favor of the Bank and/or any assignee or legal holder hereof of this Note against the Company for the amount that may be due, with interest at the rate herein mentioned and cost of principal suit, and interest to waive and expenses then appearing due from the undersigned under this Term Note and the Credit Agreement, together with costs of suit and thereupon to release all errors in said proceedings and waive judgment, and all petitions in error, and right of appeal or stays of execution in any court of recordfrom the judgment rendered. No such judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment or judgments against any one or more of the undersigned against whom judgment has not been obtained hereonDRUG EMPORIUM, this being a joint and several warrant of attorney to confess judgmentINC. 64 By ----------------------------------- Davix X. Xxxxxxx, Xxief Executive Officer WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORP. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- WARNING - ----------------------------------------------------------------------- DATE AMOUNT OF AMOUNT OF UNPAID NOTATION MADE LOAN PRINCIPAL PRINCIPAL BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODSPAYMENTS BALANCE ----------------------------------------------------------------------- $15,000,000 ________, FAULTY GOODSOhio March 31, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT1996 On or before February 28, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICES2001, for value received, the undersigned, DRUG EMPORIUM, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of BANK ONE, COLUMBUS, NA (the "Lender") or its assigns, as further provided herein, the principal amount of Fifteen Million Dollars ($15,000,000), together with interest on the unpaid principal balance from time to time outstanding hereunder until paid in full at the rates determined and payable at the times in accordance with the provisions of Section 2.2 of the Agreement, as defined in Section 1, below. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------Both principal and interest are payable in federal funds or other immediately available money of the United States of America at the Main Office of the Lender, Bank One, Columbus, NA, 100 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx.

Confession of Judgment. The Borrowers hereby irrevocably undersigned Company and all indorsers authorize any attorney-at-law attorney at law, including an attorney engaged by the holder, to appear in any court of record in or of the Commonwealth of PennsylvaniaColumbus, or in any other state or territory of the United StatesOhio, at any time after the indebtedness evidenced by this Term Note hereby, or any part thereof, becomes due, whether by acceleration or otherwise, to due and waive the issuing issuance and service of process and to confess a judgment against the undersigned and all indorsers in favor of the Bank and/or any assignee or holder hereof holder, for the amount of principal and interest and expenses then appearing due from the undersigned under this Term Note and the Credit Agreementdue, together with costs of suit and thereupon and, thereupon, to release all errors and waive all right rights of appeal or stays and stay of execution in execution. The foregoing warrant of attorney shall survive any court judgment; and if any judgment be vacated for any reason, the holder hereof nevertheless may thereafter use the foregoing warrant of record. No such attorney to obtain an additional judgment or judgments against less than all of the undersigned will be a bar to any subsequent judgment and all indorsers or judgments against any one or more of them. The undersigned and all indorsers hereby expressly waive any conflict of interest that the undersigned holder's attorney may have in confessing such judgment against whom such parties and expressly consent to the confessing attorney receiving a legal fee from the holder for confessing such judgment has not been obtained hereon, against such parties. The parties hereto have caused this being a joint and several warrant Agreement to be duly executed by their respective duly authorized officers as of attorney to confess judgmentthe date first above written. 64 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. KRUG XXXERNATIONAL CORPMAX & ERMA'S RESTAURANTS, INC. THE PROVIDENT BANK By: By: -------------------------------- Print -------------------------------- Name: ------------------------ TitleXxxxxxx X. Xxxxxxx, Xx. Name: ----------------------------- WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE Xxxxxx Xxxxx Its: Chief Financial Officer Its: Vice President AMENDED AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODSRESTATED REVOLVING CREDIT NOTE ================================================================================ $15,000,000 Columbus, FAULTY GOODSOhio March 1, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT2003 ================================================================================ On or before the later to occur of the Revolving Credit Maturity Date or the Extended Maturity Date, OR ANY OTHER CAUSE. TECHNOLOGY/SCIENTIFIC SERVICESfor value received, the undersigned, MAX & ERMA'S RESTAURANTS, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of THE PROVIDENT BANK, an Ohio banking association (the "Bank") or its assigns, as further provided herein, the principal amount of Fifteen Million Dollars ($15,000,000) or, if such principal is less, the aggregate unpaid principal amount of all loans made by the Bank to the Company pursuant to this Amended and Restated Revolving Credit Note under the Agreement referred to in Section 1 hereof, together with interest on the unpaid principal balance from time to time outstanding hereunder until paid in full at the rates determined in accordance with the provisions of Section 1.4 of the Agreement, payable quarterly on the last day of each January, April, July, and October, commencing on the first such date following the date hereof. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- KRUG XXXE SCIENCES INC. By: -------------------------------- Print Name: ------------------------ Title: -----------------------------Both principal and interest are payable in federal funds or other immediately available money of the United States of America at the Main Office of the Bank, Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000.