ROBOCOM SYSTEMS INTERNATIONAL INC
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>d60821_ex10-8.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>

                                                                    Exhibit 10.8

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

US $500,000                                                 Massapequa, New York
                                                            September 24, 2004

      FOR VALUE RECEIVED, the undersigned maker, ROBOCOM SYSTEMS INTERNATIONAL
INC., a New York corporation (the "Borrower"), hereby unconditionally promises
to pay to order of BASEBOARD INVESTMENTS LLC, a New York limited liability
company with an office at 17 Fairbanks Boulevard, Woodbury, New York 11797 (the
"Lender"), at such account as the Lender may designate in writing from time to
time, the outstanding principal amount of (a) FIVE HUNDRED THOUSAND DOLLARS
($500,000), or, if less, (b) the aggregate unpaid principal amount of all loans
made by the Lender to the Borrower pursuant to the letter agreement dated
September 24, 2004 (the "Agreement") between the Lender and the Borrower, in
same day funds in a single installment on September 19, 2005 (the "Maturity
Date").

      Interest shall accrue on the unpaid principal amount of this Note from the
date of this Note until such principal amount is paid in full at the per annum
rate equal to the Prime Rate plus two (2%) percent (collectively, the "Base
Rate"). For the purposes of this Note, the "Prime Rate" refers to the rate of
interest which the principal New York office of Citibank, N.A. establishes as
its prime lending rate, as in effect from time to time, but may not necessarily
represent the lowest or most favorable rate actually charged to any customer.
Interest shall be payable on the Maturity Date.

      Interest shall be calculated on the basis of a 360-day year for the actual
number of days elapsed. Any change in the interest rate on this Note shall
become effective as of the opening of business on the day on which such change
in the Base Rate becomes effective. Each determination of an interest rate by
the Lender pursuant to any provision of this Note shall be, absent manifest
error, presumed to be correct.

      The Lender is authorized to endorse on the schedule annexed hereto and
made a part hereof the date and amount of each loan made to the Borrower
pursuant to the Credit Agreement and the date and amount of each payment or
prepayment of principal thereof. Each such endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed. The failure to make
any such endorsement shall not effect the obligations of the Borrower in respect
of such loan.

      Whenever any payment on this Note shall be stated to be due on a day which
is not a business day, such payment shall be made on the next succeeding
business day and such extension of time shall be included in the computation of
the payment of interest on this Note.

      The Borrower shall use the proceeds of this Note for working capital
purposes.

      Each payment received by the Lender shall be applied first, against all
costs and expenses of the Lender incurred in connection with this Note, second,
against accrued and unpaid interest on the outstanding principal balance of this
Note, and third, the balance of each such payment shall be applied against the
principal hereof.

      In no event shall the interest rate on this Note exceed the maximum
interest rate permitted by applicable law. If, notwithstanding, interest in
excess of said maximum rate shall be paid hereunder, the excess shall be
retained by the Lender as a prepayment of all or part of the unpaid balance of
principal. The Borrower may prepay this Note in whole or in part at any time.

      If at any time (i) there occurs a default in the payment by the Borrower
of principal or interest pursuant to

<PAGE>

this Note, (ii) the Borrower is dissolved, becomes insolvent under any law,
suspends its present business, or agrees to a merger, bulk sale or transfer of
all or substantially all of its assets, (iii) the Borrower commences or has
commenced against it any bankruptcy or insolvency proceeding or has a trustee or
receiver appointed for it or its assets, or (iv) there occurs a default in the
performance of any other obligation of the Borrower under this Note,
(collectively, a "Default"), the Lender shall give written notice thereof to the
Borrower; provided, however, that, upon the occurrence of an event specified in
clauses (i), (ii) or (iii) above, no notice shall be required. Immediately upon
the occurrence of an event specified in clauses (i), (ii) or (iii) above, or
immediately upon the Lender giving the Borrower notice regarding the occurrence
of an event specified in clause (iv) above, the Lender shall be entitled to
retain any and all payments previously made pursuant to this Note and all
amounts owing pursuant to this Note shall immediately become due and payable.
Any amount not paid when due shall continue to bear interest from the due date
at the Base Rate or the highest rate then permitted by law (if the Base Rate is
then in excess of the maximum rate).

      If a Default occurs, the Lender shall have in addition to its other rights
the right to set off against the amounts owing under this Note any amount owing
by the Lender in any capacity to the Borrower in any capacity. All rights and
remedies of the Lender under applicable law and this Note are cumulative and not
exclusive. No single, partial or delayed exercise by the Lender of any right or
remedy shall preclude full and timely exercise by the Lender at any time of any
right or remedy of the Lender without notice. No waiver shall be effective
unless made specifically in writing by the Lender.

      The Borrower promises to pay all costs and expenses, including all
reasonable attorneys' fees and disbursements, incurred in the preparation,
administration, collection and enforcement of this Note. The Borrower hereby
waives diligence, presentment, protest, demand and notice of every kind and, to
the fullest extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder. The non-exercise by the Lender
of any of its rights under this Note in any particular instance shall not
constitute a waiver hereof in that or any subsequent instance.

      The Borrower hereby agrees to indemnify the Lender and to hold the Lender
harmless from any loss, liability, cost or expense that the Lender may sustain
or incur as a consequence of, in connection with, arising out of or relating to
this Note.

      Any notice, request, demand, statement, authorization, approval or consent
required or permitted under this Note shall be in writing and shall be made by,
and deemed duly given upon, (a) deposit in the United States mail, postage
prepaid, registered or certified, return receipt requested, such mailing to be
effective 3 business days after mailing, (b) personal delivery, (c) delivery by
an overnight courier of recognized reputation (such as Federal Express) or (d)
in the case of notice to the Borrower, transmission by telecopier as provided
below or to such other address and/or such additional parties as either party
may specify by notice given in accordance with this paragraph:

                  To Borrower at: Robocom Systems International Inc.
                                          511 Ocean Avenue
                                          Massapequa, New York 11758
                                          Telecopier: 516-799-6933

                  To Lender at:           Baseboard Investments LLC
                                          17 Fairbanks Boulevard
                                          Woodbury, New York 11797

      This Note may not be changed or terminated orally. This Note shall bind
the heirs, legal representatives, successors and assigns of the undersigned and
shall endure to the benefit of the Lender and its successors and assigns.

      Each provision of this Note shall survive until all amounts due are paid
to Lender's satisfaction and are not subject to any preference period, shall be
interpreted as consistent with existing law and shall be deemed amended to the
extent necessary to comply with any conflicting law. If a court deems any
provision invalid, the remainder of this

<PAGE>

Note shall remain in effect. Singular number includes plural and neuter gender
includes masculine and feminine as appropriate.

      This Note shall be governed by, and construed an interpreted in accordance
with, the laws of the State of New York, without regard to its conflicts of law
provisions.

      In any action or other legal proceeding relating to this Note, the
Borrower (i) consents to the personal jurisdiction of any State or Federal court
located in the State of New York, (ii) waives objection to the laying of venue,
(iii) waives personal service of process, (iv) consents to service of process by
registered or certified mail directed to the Borrower at the last address shown
in the Lender's records relating to this Note, with such service of process to
be deemed completed five days after mailing, (v) waives any right to trial by
jury or to assert any counterclaim or setoff or any defenses based upon a
statute of limitations or upon a claim of laches, (vi) waives its right to
attack any final judgment that is obtained as a direct or indirect result of any
such action, and (vii) consents to each such final judgment being sued upon in
any court having jurisdiction. In any proceeding, a copy of this Note kept in
the Lender's course of business shall be admitted into evidence as an original.

      This Note amends and restates in its entirety the Promissory Note of the
Borrower to the Lender dated November 21, 2003.

      IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and
delivered as of the day and year and at the place first above written.

            ROBOCOM SYSTEMS INTERNATIONAL INC.


                                By: /s/ Irwin Balaban
                                    -------------------
                                    Name: Irwin Balaban
                                    Title: President and Chief Executive Officer

<PAGE>

                                                                      SCHEDULE A

                       LINE OF CREDIT LOANS AND REPAYMENT
                             OF LINE OF CREDIT LOANS

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                                 AMOUNT OF        UNPAID
                                 PRINCIPAL       PRINCIPAL
                 AMOUNT OF        OF LOANS        BALANCE          NOTATION
      DATE         LOANS           REPAID         OF LOANS          MADE BY
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</TEXT>
</DOCUMENT>
