Iarley Loan Agreement

IARLEY LOAN AGREEMENT

This Loan Agreement (the Agreement) is made and entered into as of by and between Lender Name: with an address at , and Borrower Name: with an address at .

RECITALS

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

WHEREAS, the parties intend that this Agreement set forth the full understanding regarding the amount, repayment schedule, interest, security and remedies for default with respect to the loan described herein.

WHEREAS, the parties agree that the funds advanced hereunder shall be used for the purpose described in the Scope of Work section below and not for any unlawful purpose.

SCOPE OF WORK / PURPOSE OF LOAN

LOAN AMOUNT AND PAYMENT TERMS

First Payment Due Date:   Number of Payments:   Payment Frequency:

If any payment is not received by Lender within days after its due date, Borrower shall pay a late fee of the greater of: of the overdue amount or dollars. Interest shall continue to accrue during any period of default at the rate specified above unless otherwise agreed in writing.

Prepayment: Prepayment permitted without penalty.    Prepayment penalty applies. If penalty applies, describe:

SECURITY

This loan is: Secured    Unsecured

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the intended termination date. Termination shall not relieve Borrower of any obligation to repay amounts owing as of the effective date of termination nor impair Lender's rights with respect to events of default occurring prior to termination.

DEFAULT AND REMEDIES

Events of Default include, without limitation: (a) failure to make any payment when due and such failure continues for more than the grace period set forth above; (b) Borrower's insolvency, bankruptcy filing, or appointment of a receiver for Borrower's assets; (c) Borrower's material breach of any representation, warranty or covenant contained in this Agreement; or (d) any misrepresentation by Borrower in connection with obtaining the loan.

Upon the occurrence of an Event of Default, Lender may declare the entire outstanding principal and accrued interest immediately due and payable, pursue any security interests, seek injunctive relief, and exercise any other rights and remedies available at law or in equity. Borrower shall be liable for all costs of collection, including reasonable attorneys' fees and court costs.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means all non-public information disclosed in any form that is designated as confidential or which, by its nature, should reasonably be understood to be confidential. Each party shall: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound to confidentiality on terms no less protective than those herein; and (c) use Confidential Information solely for the performance of obligations or exercise of rights under this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that Borrower has full power and authority to enter into this Agreement, that the execution and performance of this Agreement have been duly authorized, that Borrower's performance will not violate any law or contract, and that all information furnished to Lender in connection with the loan is true, accurate and complete in all material respects. Lender represents and warrants that Lender has the right to make the loan on the terms herein and that the funds are not proceeds of illegal activities.

GOVERNING LAW

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 arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. Waiver: The failure of a party to insist upon strict performance of any term shall not be deemed a waiver of that term. Assignment: Borrower may not assign its rights or delegate its obligations without Lender's prior written consent.

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