AMERICAN UNITED GLOBAL  INC
TRACY LANDOW NOTE
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>12
<FILENAME>esopnote.txt
<DESCRIPTION>TRACY LANDOW NOTE
<TEXT>
                                                                    EXHIBIT 10.6



                    AMENDED AND RESTATED SENIOR SUBORDINATED
                            TERM LOAN PROMISSORY NOTE


$4,662,830                                              Dated: November 30, 2000
                                                         as amended and restated
                                                             as of June 16, 2003


     FOR VALUE RECEIVED,  the  undersigned,  NEW YORK MEDICAL,  INC., a Delaware
corporation  (the  "Borrower"),  HEREBY  PROMISES  TO PAY to the  order of Tracy
Landow, assignee of JONATHAN S. LANDOW (the "Lender"), the principal sum of FOUR
MILLION  SIX  HUNDRED  SIXTY  TWO  THOUSAND,   EIGHT  HUNDRED   THIRTY   DOLLARS
($4,662,830),  or, if less, the aggregate  principal amount owing hereunder,  on
November 30, 2006 (the "Maturity Date"), together with interest on the principal
amount outstanding hereunder at an interest rate equal to 6% per annum.

                                   ARTICLE I
                                TERMS OF PAYMENT

     SECTION 1.1 Required  Payments;  Default Interest.  Subject at all times to
the  prepayment  provision  of Section  1.4 below,  the  Borrower  shall pay the
principal  amount of this Note in four (4)  installments  of $1,500,000  (or any
portion  thereof) each on November 30 of each year commencing  November 30, 2003
and terminating on the Maturity Date. Interest shall be paid on this Note on the
last day of each calendar  quarter,  on the Maturity Date and on the date of any
prepayment  as provided in Section 1.2. All amounts not paid when due  hereunder
shall accrue interest at the then applicable rate plus 2% per annum.

     SECTION 1.2 Optional Prepayment. The Borrower may, upon not less than three
business days notice to the Lender,  prepay this Note, in whole or in part, with
accrued  interest  to  the  date  of  such  prepayment  on the  amount  prepaid.
Prepayment shall not be subject to any prepayment penalty or premium.

     SECTION 1.3  Payments and  Computations.  (a) Except as provided in Section
1.1,  the Borrower  shall make each payment  under this Note not later than 2:00
p.m.  (New York City  time) on the day when due in  lawful  money of the  United
States of America to the Lender,  at a location  specified  from time to time in
writing, in same day funds.

          (b)  Interest  shall accrue on this Note on the basis of a year of 360
     days for the actual number of days  (including  the first day but excluding
     the last day) occurring in the period for which such interest is payable.

     SECTION 1.4 Prepayment.  Borrower may voluntarily prepay without penalty or
premium the Principal due and any accrued but unpaid interest thereon under this
Note. Without limiting the foregoing,  Borrower shall be required to prepay this
Note  (without  penalty or  premium)  in an amount  equal to 100% of the initial
proceeds (net of all related  reasonable  and customary  transactions  costs and
expenses,  including,  without limitation,  brokerage fees,  attorneys' fees and
expenses) actually received,  on any one or more occasions,  by either Borrower,
American  United  Global,  Inc.,  a Delaware  corporation  ("AUGI") or any other
entity owning, directly or indirectly,  50% or more of the outstanding equity of
Borrower (together with AUGI, "the Parent") after the June 16, 2003 date of this
Amended and Restated Note in respect of the sale or issuance of any and all debt
or equity  securities of Borrower or the Parent.  All such prepayments  shall be
applied  first to accrued and unpaid  interest and then to the  Principal in the
order of earliest maturing Indebtedness.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

     SECTION 2.1  Representations  and Warranties of the Borrower.  The Borrower
represents and warrants as follows:




<PAGE>



          (a) The Borrower is a corporation duly incorporated,  validly existing
     and  in  good  standing  under  the  laws  of  the   jurisdiction   of  its
     incorporation, and is duly qualified to do business and is in good standing
     as a foreign  corporation  in each  jurisdiction  where  the  nature of its
     business requires such qualification.

          (b) The  execution,  delivery and  performance by the Borrower of this
     Note are within the Borrower's  corporate powers, have been duly authorized
     by all necessary  corporate  action,  and do not contravene in any material
     respect  (i)  the  Borrower's  charter  or  by-laws  or  (ii)  law  or  any
     contractual restriction binding on or affecting the Borrower.

          (c) Except as previously  obtained,  no  authorization  or approval or
     other  action  by,  and no  notice  to or  filing  with,  any  governmental
     authority or regulatory  body is required for the due  execution,  delivery
     and performance by the Borrower of this Note.

          (d) This  Note is the  legal,  valid  and  binding  obligation  of the
     Borrower  enforceable  against the Borrower in  accordance  with its terms,
     subject  to  the   effect  of  any   applicable   bankruptcy,   insolvency,
     reorganization,  moratorium  or similar laws  affecting  creditors'  rights
     generally,   and  subject  the  effect  of  general  principles  of  equity
     (regardless of whether considered in a proceeding in equity or at law).


                                  ARTICLE III
                                EVENTS OF DEFAULT

     SECTION 3.1 Event of Default.  If any of the following  events  ("Events of
Default") shall occur and be continuing:

          (a) the  Borrower or the Parent shall fail to pay any  installment  of
     principal of, or interest or other payments  payable on or with respect to,
     this Note when due,  subject to five  business days cure period in the case
     of any such interest or other payments; or

          (b) any  representation  or warranty made by the Borrower  pursuant to
     this Note shall prove to have been  incorrect in any material  respect when
     made; or

          (c) the  Borrower or the Parent  fails to perform or observe any other
     term,  covenant  or  agreement  contained  in this  Note on its  part to be
     performed or observed and any such failure  remains  unremedied for 30 days
     after written notice thereof is given to the Borrower and the Parent by the
     Lender or

          (d) the Borrower or the Parent shall fail to pay any  Indebtedness (as
     defined below) in the aggregate  principal amount of $175,000 or more, when
     due  (whether by scheduled  maturity,  required  prepayment,  acceleration,
     demand or otherwise),  and such failure shall continue after the applicable
     grace period, if any, specified in the agreement or instrument  relating to
     such Indebtedness; or

          (e) the  Borrower or the Parent shall  generally  not pay its debts as
     such debts  become due, or shall admit in writing its  inability to pay its
     debts  generally,  or shall make a general  assignment  for the  benefit of
     creditors; or any proceeding shall be instituted by or against the Borrower
     or the Parent seeking to adjudicate it a bankrupt or insolvent,  or seeking
     liquidation,   winding   up,   reorganization,   arrangement,   adjustment,
     protection, relief or composition of it or its debts under any law relating
     to  bankruptcy,  insolvency  or  reorganization  or relief of  debtors,  or
     seeking the entry of an order for the appointment of a receiver, trustee or
     other similar  official for it or for any substantial part of its property,
     and  any  such  proceeding  shall  not  be  stayed,  dismissed,  bonded  or
     discharged within 60 days after the institution thereof; or

          (f) any judgment  for the payment of money in excess of $50,000  shall
     be rendered  against the Borrower or the Parent and either (i)  enforcement
     proceedings shall have been commenced by any creditor upon such judgment or
     order or (ii) there shall be any period of 30 consecutive days during which
     a stay of  enforcement  of such  judgment or order,  by reason of a pending
     appeal or otherwise, shall not be in effect;




                                       2
<PAGE>



then,  and in any such event,  the Lender may, by notice to the Borrower and the
Parent,  declare  this Note  and-all  interest  hereon to be  forthwith  due and
payable, whereupon this Note and all such interest shall become and be forthwith
due and payable, without presentment,  demand, protest, or further notice of any
kind, all of which are hereby expressly waived by the Borrower.  For purposes of
this Section 3.1, the term  "Indebtedness"  means (i)  indebtedness for borrowed
money, (ii) obligations  relative to the face amount of letters of credit, (iii)
the deferred  purchase  price of property or  services,  (iv)  obligations  of a
lessee  under  leases  which  shall have been or should be, in  accordance  with
generally accepted  accounting  principles,  recorded as capital leases, and (v)
obligations under direct or indirect guaranties in respect of the foregoing.

                                   ARTICLE IV
                                  SUBORDINATION

     Section  4.1  Subordination  of  Liabilities.  The Lender for  itself,  its
successors and assigns,  covenants and agrees, that the payment of the principal
of,  interest  on, and all other  amounts  owing in respect  of,  this Note (the
"Subordinated Indebtedness") is hereby expressly subordinated, to the extent and
in the manner hereinafter set forth, to the prior payment in full in cash of all
Senior Indebtedness (as defined in Section 4.06 of this Note). The subordination
provisions of this Note shall  constitute a continuing offer to all persons who,
in reliance upon such  provisions,  become holders of Senior  Indebtedness,  and
such holders are hereby made obligees  hereunder the same as if their names were
written herein as such, and they and/or each of them may proceed to enforce such
provisions.

     Section 4.2.  Borrower Not to Make  Payments  with Respect to  Subordinated
Indebtedness in Certain Circumstances.

          (a) If any default with respect to any Senior  Indebtedness (a "Senior
     Default") is in existence other than Senior Indebtedness owed to Parent and
     incurred  on or prior  to the  date of this  Note,  the  Borrower  may not,
     directly or indirectly,  make any payment of any Subordinated  Indebtedness
     and no holder of this Note may acquire any  Subordinated  Indebtedness  for
     cash or  property  until all Senior  Indebtedness  has been paid in full in
     cash.  Each holder of this Note  hereby  agrees  that,  so long as any such
     Senior  Default in respect of any issue of Senior  Indebtedness  casts,  it
     will not sue for, or otherwise  take,  any action to enforce the Borrower's
     obligations to pay, amounts owing in respect of this Note.

          (b) Upon any distribution of assets of the Borrower in connection with
     the dissolution, winding up, liquidation or reorganization of the Borrower,
     whether  in  bankruptcy,  insolvency,  receivership  proceedings,  upon  an
     assignment  for the benefit of creditors or otherwise  (each an "Insolvency
     Event"), any payment or distributions of assets of the Borrower of any kind
     or character,  whether in cash,  property or securities to which the holder
     of this Note would be entitled except for the  subordination  provisions of
     this  Note,  shall  be paid by the  liquidating  trustee  or agent or other
     person  making  such  payment  or   distribution,   whether  a  trustee  in
     bankruptcy,  a receiver or  liquidating  trustee or other trustee or agent,
     directly to the Agent for application to the payment in full in cash of all
     the Senior Indebtedness.

          (c) In the event that  notwithstanding the provisions of the preceding
     clauses  (a) and (b) of this  Section  4.2,  the  Borrower  shall  make any
     payment on account of the Subordinated  Indebtedness at a time when payment
     is not  permitted by said clauses (a) or (b), such payment shall be held by
     the holder of this  Note,  in trust for the  benefit  of, and shall be paid
     forthwith over and delivered to, the lender of the Senior  Indebtedness for
     application to the payment in full in cash of all the Senior Indebtedness.

     Section 4.3.  Subrogation.  Subject to the prior payment in full in cash of
all Senior  Indebtedness,  the holder of this Note  shall be  subrogated  to the
rights  of  the  holders  of  Senior   Indebtedness   to  receive   payments  or
distributions  of assets of the Borrower  applicable to the Senior  Indebtedness
until all amounts owing on this Note shall be paid in full,  and for the purpose
of such  subrogation no payments or  distributions  to the holders of the Senior
Indebtedness by or on behalf of the Borrower or by or on behalf of the holder of
this Note by virtue of this Article IV which  otherwise  would have been made to
the holder of this Note shall,  as between the Borrower,  its credit (other than
the holders of Senior Indebtedness) and the holder of this Note, be deemed to be
payment by the  Borrower to or on account of the Senior  Indebtedness,  it being
understood  that the  subordination  provisions of this Note are intended solely
for the purpose of defining the relative  rights of the holder of this Note,  on
the one band, and the holders of the Senior Indebtedness, on the other hand.



                                       3
<PAGE>


     Section 4.4. Obligation of the Borrower Unconditional. Nothing contained in
the  subordination  provisions of this Note is intended to or shall  impair,  as
between  the  Borrower  and the  holder  of this  Note,  the  obligation  of the
Borrower, which is absolute and unconditional, to pay to the holder of this Note
the principal of and interest on this Note as and when the same shall become due
and payable in accordance with their terms.

     Section  4.5.  Subordination  Rights not  Impaired by Acts or  Omissions of
Borrower  or Holders of Senior  Indebtedness.  No right of any future  holder of
Senior  Indebtedness to enforce the subordination  provisions as herein provided
shall at any time in any way be  prejudiced or impaired by any set or failure to
act on the part of the Borrower or by any act or failure to act in good faith by
any holder of Senior Indebtedness,  or by any noncompliance by the Borrower with
the terms and provisions of this Note, regardless of any knowledge thereof which
any holder of Senior  Indebtedness  may have or be otherwise  charged with.  The
holders  of the  Senior  Indebtedness  may,  without  in any way  affecting  the
obligations of the holder of this Note with rat hereto, at any time or from time
to time and in their absolute  discretion,  change the manner, place or terms of
payment  of,  change or extend  the time of payment  of; or renew or after,  any
Senior  Indebtedness  or  amend,  modify or  supplement  any  agreement  or went
governing or evidencing such Senior  Indebtedness or any other document referred
to therein,  or exercise or refrain  from  exercising  any other of their rights
under the Senior Indebtedness including,  without limitation,  the waiver of any
Default or Event of Default,  all without notice to or assent from the holder of
this Note.

     Section 4.6. Senior Indebtedness. The term "Senior Indebtedness" shall mean
all  obligations  (including  default  interest and interest  accruing after the
commencement  of a bankruptcy  proceeding  against the Borrower)  related to all
senior  secured  indebtedness  for  borrowed  money.  As used  herein,  the term
"Obligation"  shall mean any  principal,  interest,  premium,  penalties,  fees,
expenses,  indemnities and other  liabilities and obligations  payable under the
documentation  governing any Senior  Indebtedness  (including interest after the
commencement of any bankruptcy, insolvency,  receivership or similar proceeding,
whether or not such  interest is an allowed claim against the debtor in any such
proceeding).



                                   ARTICLE V
                                  MISCELLANEOUS

     SECTION 5.1  Amendments  etc. No  amendments  or waiver of any provision of
this Note, nor consent to any departure by the Borrower  herefrom,  shall in any
event be  effective  unless  the same  shall be in  writing  and  signed  by the
Borrower and the Lender, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

     SECTION 5.2 Notices, etc. All notices and other communications provided for
hereunder  shall be in writing  and mailed or  telecopied  or  delivered  at the
address  specified  below for the Borrower  and Lender or, as to each party,  at
such other address as shall be designated  -by such party in a written notice to
the other party:

                           Address of Borrower
                           New York Medical, Inc.
                           Two Jericho Plaza
                           Jericho, New York 11753
                           Telecopier No.: 516-938-9660
                           Attention: Jonathan S. Landow, President

                           Address of Lender
                           Tracy Landow c/o New York Medical, Inc.
                           Two Jericho Plaza
                           Jericho, New York 11753
                           Telecopier No.: 516-938-9679

     SECTION  5.3 No  Waiver;  Remedies  No failure on the part of the Lender to
exercise, and no delay in exercising, any right under this Note shall operate as
a waiver  thereof;  nor  shall  any  single  or  partial  exercise  of any right
hereunder  preclude any other or further exercise thereof or the exercise of any
other right The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.



                                       4
<PAGE>




     SECTION 5.4 Costs,  Expenses and Taxes.  The Borrower  agrees to pay all of
the Lender's  reasonable costs and expenses  (including  reasonable counsel fees
and expenses) incurred in connection with the preparation,  execution,  delivery
or  enforcement  of this Note. In addition,  the Borrower  shall pay any and all
stamp and other taxes payable or determined to be payable in connection with the
execution and delivery of this Note, and agrees to save the Lender harmless from
and against any and all liabilities  with respect to or resulting from any delay
in paying or omission to pay such taxes.

     SECTION 5.5  Successors  and  Assigns.  This Note shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that the Borrower may not assign or transfer its
rights or obligations hereunder without the prior written consent of the Lender.

     SECTION 5.6 Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




                                       5
<PAGE>




IN WITNESS WHEREOF, the Borrower has caused this Note to be executed on the date
first above written.



                                     NEW YORK MEDICAL, INC.



                                      /s/ Dr. Jonathan Landow
                                      -----------------------
                                      Dr. Jonathan Landow, President




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