Commercial Loan Contract

COMMERCIAL LOAN CONTRACT

This Commercial Loan Contract (the "Agreement") is made as of Effective Date: by and between Lender Name: , organized as Entity Type: Corporation LLC Partnership with principal place of business at ; and Borrower Name: , organized as Entity Type: Corporation LLC Individual with principal place of business at .

RECITALS

WHEREAS, Lender is willing to extend credit to Borrower on the terms and conditions set forth herein; and

WHEREAS, Borrower desires to borrow, and Lender desires to lend, the principal amount and on the security and repayment terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement evidence a commercial loan transaction and secure repayment by the collateral and covenants described below.

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

1. LOAN AND ADVANCE

1.1 Principal Amount. Subject to the terms and conditions of this Agreement, Lender agrees to make available to Borrower a loan in the principal amount of $ (the "Loan").

1.2 Funding. The Loan shall be funded by Lender to Borrower by wire transfer or check to Borrower's account upon satisfaction of the conditions precedent set forth in Section 4.

2. INTEREST AND CHARGES

2.1 Interest Rate. Interest shall accrue on the outstanding principal balance at a rate equal to per annum, computed on the basis of a 365-day year and actual days elapsed.

2.2 Default Rate. Upon the occurrence of an Event of Default and during the continuance thereof, the interest rate shall increase by per annum (the "Default Rate").

3. TERM; REPAYMENT

3.1 Term. The Loan shall mature on Maturity Date: (the "Maturity Date").

3.2 Repayment Schedule. Borrower shall make payments in accordance with the repayment schedule attached or as follows: periodic payments of principal and interest in the amounts and at the intervals set forth below.

4. CONDITIONS PRECEDENT

4.1 Conditions. Lender's obligation to fund the Loan is subject to the delivery and receipt of the following, each in form and substance satisfactory to Lender: (a) certified organizational documents and good standing certificates where applicable; (b) signed Loan Documents; (c) evidence of insurance; and (d) payment of all fees.

5. SECURITY AND COLLATERAL

5.1 Security Interest. As collateral for the obligations under this Agreement, Borrower grants Lender a continuing first priority security interest in the Collateral described below and in any proceeds thereof until full repayment and satisfaction of all obligations.

6. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that: (a) Borrower is duly organized, validly existing and in good standing; (b) Borrower has full power and authority to execute, deliver and perform its obligations under this Agreement; (c) all information delivered to Lender is true, complete and correct in all material respects; and (d) no judgment, lien or litigation exists that would materially impair Borrower's ability to perform.

7. COVENANTS

7.1 Affirmative Covenants. Borrower shall maintain its tax and corporate records, provide financial statements, maintain insurance, and comply with applicable laws necessary to preserve the Collateral and Borrower's business.

7.2 Negative Covenants. Borrower shall not, without Lender's prior written consent: incur liens subordinate to Lender's lien, transfer or dispose of material assets, or merge or consolidate in a manner adverse to Lender's security position.

8. FEES AND COSTS

Borrower shall pay Lender fees in connection with the Loan as follows: origination fee of $, commitment fee of $, and all reasonable out-of-pocket expenses incurred by Lender in enforcement of this Agreement.

9. EVENTS OF DEFAULT; REMEDIES

9.1 Events of Default. The following constitute Events of Default: (a) Borrower's failure to pay principal or interest when due; (b) breach of any representation, warranty or covenant that remains uncured after any applicable cure period; (c) insolvency, appointment of a receiver, or commencement of bankruptcy proceeding by or against Borrower; (d) any material adverse change in Borrower's financial condition.

9.2 Remedies. Upon the occurrence of an Event of Default, Lender may, at its option and without further notice to Borrower to the extent permitted by law, declare all Obligations immediately due and payable, exercise rights against the Collateral, and pursue any remedies available at law or in equity.

10. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, certified mail, or overnight courier to the addresses below or to such other address as a party may designate by written notice.

11. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, provided that Lender may assign or sell all or any portion of the Loan or its rights under this Agreement to an affiliate or third party without Borrower's consent.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

13. ENTIRE AGREEMENT

This Agreement, together with the promissory note, security agreement, and any other documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by Lender in exercising any right will operate as a waiver. 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.

16. ADDITIONAL PROVISIONS

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