Borrower Agreement Form

BORROWER AGREEMENT

This Borrower Agreement (the Agreement) is made effective as of by and between Lender Name: with principal place of business at , and Borrower Name: with principal place of business at .

RECITALS

WHEREAS, Lender is willing to make a loan to Borrower and Borrower desires to borrow funds from Lender on the terms and conditions set forth in this Agreement; and

WHEREAS, Borrower represents that the proceeds of the loan will be used for lawful business purposes as described by Borrower and that Borrower has the power and authority to enter into this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1. "Loan" means the principal sum advanced by Lender to Borrower as set forth in Section 2.1, together with Interest and all other amounts payable under this Agreement. "Maturity Date" means the date on which all outstanding principal and accrued but unpaid interest are due and payable in full as set forth in Section 2.2. Terms defined elsewhere in this Agreement shall have the meanings assigned to them.

2. LOAN AMOUNT AND TERMS

2.1. Principal Amount. Subject to the terms and conditions of this Agreement, Lender agrees to loan to Borrower, and Borrower agrees to borrow from Lender, the principal sum of (the Loan).

2.2. Disbursement and Maturity. The Loan shall be disbursed to Borrower on or about and shall mature on (Maturity Date), unless accelerated earlier pursuant to this Agreement.

3. INTEREST

3.1. Interest Rate. The unpaid principal balance of the Loan shall accrue interest at the rate of % per annum, computed on the basis of a 365-day year and actual days elapsed.

3.2. Default Rate. Upon the occurrence of an Event of Default, at Lender's option, the interest rate shall increase to the default rate of % per annum on overdue amounts until paid in full.

4. PAYMENTS

4.1. Payment Schedule. Borrower shall make payments of principal and interest in accordance with the schedule set forth below. Payments shall be applied first to accrued interest and then to principal.

4.2. Method of Payment. All payments shall be made in lawful money of the United States by wire transfer, check or other method acceptable to Lender at the address for notices set forth in Section 12.

5. PREPAYMENT

Borrower may prepay the Loan in whole or in part at any time without penalty, provided that Borrower shall give Lender at least days' prior written notice of any scheduled prepayment of principal in excess of regular periodic payments.

6. SECURITY

Secured by Collateral

If secured, Borrower shall promptly execute and deliver to Lender such security agreements, financing statements and other documents as Lender reasonably requires to create and perfect Lender's security interest in the Collateral.

7. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that: (a) Borrower is duly organized, validly existing and in good standing under applicable law and has the corporate or other power to enter into this Agreement; (b) Borrower has obtained all authorizations, approvals and consents required to execute and perform this Agreement; (c) the execution, delivery and performance of this Agreement will not violate any agreement or law binding on Borrower; and (d) there is no pending litigation or proceeding that would reasonably be expected to have a Material Adverse Effect on Borrower's ability to perform its obligations hereunder.

8. COVENANTS

Borrower covenants that, until the Loan is paid in full, Borrower shall: (a) comply with all applicable laws and maintain its corporate existence; (b) provide Lender with periodic financial statements upon request; and (c) refrain from creating or permitting any lien on Collateral except for liens in favor of Lender.

9. EVENTS OF DEFAULT

The following shall constitute an Event of Default: (a) Borrower's failure to pay any amount when due under this Agreement and such failure continues for ten (10) days after written notice; (b) Borrower's breach of any material representation, warranty or covenant and such breach is not cured within thirty (30) days after written notice; (c) Borrower becomes insolvent, makes an assignment for the benefit of creditors or a receiver or trustee is appointed for Borrower; or (d) any material adverse change in Borrower's business or financial condition that, in Lender's reasonable judgment, impairs Borrower's ability to perform.

10. REMEDIES

Upon the occurrence and during the continuance of an Event of Default, Lender may, at its option, declare the entire principal and accrued interest immediately due and payable and exercise all rights and remedies available at law or in equity, including enforcement of security interests and collection of all costs of collection, including reasonable attorneys' fees.

11. TAXES AND COSTS

Borrower shall pay all taxes, fees and charges assessed against the Collateral and shall reimburse Lender for all reasonable costs incurred by Lender in enforcing its rights under this Agreement, including court costs and reasonable attorneys' fees.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by overnight courier to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

13. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party; provided, however, that Lender may assign this Agreement and the Loan to an affiliate or purchaser without Borrower's consent, provided that such assignment does not materially impair Borrower's rights hereunder.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Agreement constitutes the entire agreement between the parties with respect to the Loan and supersedes all prior agreements and understandings related thereto. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or waiver of any provision shall be effective unless in writing signed by both parties.

16. WAIVER; COUNTERPARTS

No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

17. ATTORNEYS' FEES

The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

18. REPRESENTATIVE INFORMATION

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