Installment Sale Agreement

Installment Sale (not covered by Federal Consumer Credit Protection Act) with Security Agreement

Installment sale and security agreement made (date), between of hereinafter called Seller, and of hereinafter called Buyer.

For and in consideration of the sum of $ Seller does hereby sell to Buyer and Buyer does hereby purchase from Seller, hereinafter called Goods.

1. Creation of Security Interest

A. Buyer does hereby grant to Seller a security interest in said Goods pursuant to as security for the prompt payment of the deferred payment price shown the promissory note described below and to insure compliance with the terms of this Agreement.

B. In addition to the above-granted security interest in Goods, a security interest is likewise granted in the proceeds of Goods, which grant shall not be construed to mean that Seller consents to the sale of Goods.

C. The security interest now created in Goods and the proceeds of the same is given to secure payment and performance of Buyer's obligations under that certain promissory note in the amount of $ , a copy of which is attached hereto as Exhibit A.

2. Warranties and Representations of Buyer

Buyer warrants and represents to Seller the following:

A. Buyer has, or promptly shall acquire title to Goods from Seller free and clear of all liens, security interests, and encumbrances.

B. The execution and delivery of this agreement shall not violate any law or agreement governing Buyer or to which Buyer is a party.

C. All other information and statements in this agreement are true and correct.

3. Covenants of Buyer

Unless and until Seller agrees to another course of action, Buyer covenants as follows:

A. Buyer shall notify Seller of any change in the location of Goods from Buyer's above address and shall not remove Goods from for any one period exceeding days in length without Seller's written consent.

B. Buyer shall not sell, transfer, lease, abandon or otherwise dispose of any of Goods or any interest in the Goods.

C. Buyer shall keep Goods in good condition and free of liens, security interests and encumbrances, other than the security interest created by this agreement. Buyer shall not use Goods for hire or in violation of any applicable statute, ordinance or insurance policy, shall defend Goods against the claims and demands of all persons, shall promptly pay all taxes and assessments with respect to Goods, and shall not permit Goods to become a part of or to be affixed to any real or personal property without first making arrangements satisfactory to Seller to protect Seller's security interest.

D. Buyer shall promptly notify Seller of any default as defined in this agreement.

E. Seller may inspect Goods at any time, wherever located.

F. Buyer shall keep Goods insured with companies acceptable to Seller against such casualties and in such amounts as Seller may require. If requested by Seller, all insurance policies shall be written for the benefit of Buyer and Seller as their interests may appear, shall provide for days' written notice to Seller prior to cancellation, and shall be deposited with Seller.

G. At its option, Seller may discharge taxes, liens, security interests and other encumbrances against Goods and may pay for the repair of any damage to Goods, the maintenance and preservation of the Goods, and insurance on the same. Buyer shall reimburse Seller on demand for any payment so made, plus interest, at the rate of % per year from the date of such payment. Any such payment by Seller shall be secured by Goods.

H. Buyer shall from time to time execute financing statements and other documents in forms satisfactory to Seller as Seller may require and shall pay the cost of filing or recording them in whatever public offices Seller deems necessary. Buyer shall perform such other acts as Seller may request to perfect and maintain a valid security interest in Goods under .

4. Protection of Goods

Buyer shall not illegally use or secrete Goods. Buyer shall keep Goods free of all taxes, liens and other charges. Buyer shall maintain Goods in good repair and shall be responsible to Seller for any loss or damage to Goods.

5. Assignment by Seller

The interests of Seller in this contract may be assigned at any time without notice to Buyer. When so assigned, the assignee shall be entitled to hold such interests free from any defense, set-off, or counterclaim of Buyer.

6. Transfer of Goods

Buyer shall not sell, lease, assign, encumber or dispose of Goods without the prior written consent of Seller.

7. No Outstanding Loan

Buyer warrants and covenants that no part of the cash down payment under this agreement has been borrowed.

8. Default

Default under this agreement shall consist of any one or more of the following events:

A. Any omission or delay in the making of any installment payment.

B. Nonperformance or delay in performing any of the other provisions of this contract.

C. Any attachment or execution is made or levied on Goods, any petition in bankruptcy or insolvency or for the appointment of a receiver in liquidation or trustee is filed by or against Buyer or for any of Buyer's property, any assignment for the benefit of creditors is made by Buyer, or any petition or other proceeding is filed by or against Buyer for reorganization, compromise, adjustment or other relief under the laws of the United States or of any state relating to the relief of debtors.

D. Seller deems itself insecure for any reason.

9. Remedies

A. In the event of any default by Buyer in the terms of this agreement or said promissory note, Seller may pursue any legal remedy available to collect all sums owing under this agreement, to enforce its title in and right to possession of Goods, and to enforce any and all other rights or remedies available to it, under or otherwise. No such action shall operate as a waiver of any other right or remedy of Seller under the terms of this contract or under the law, generally. All rights and remedies of Seller are cumulative and not alternative, and no waiver of any default shall operate as a waiver of any other default.

B. Upon any default under this agreement, all remaining installments due pursuant to said promissory note may be declared by Seller immediately due and payable. In the event of nonpayment, Buyer shall on demand deliver Goods to Seller, and Seller may, without notice of demand and without legal process, enter on Buyer's premises and retake possession of Goods on such premises or wherever found. Seller may require Buyer to make Goods available to Seller at a place to be designated by Seller that is reasonably convenient to both parties.

C. Seller, on obtaining possession of Goods on default, may sell Goods or any part of them at public or private sale either with or without having Goods at the place of sale. To the extent lawful, Seller may be a purchaser at such sale. The net proceeds of such sale, after deducting all expenses of Seller in retaking, storing, repairing and selling Goods, including reasonable attorney's fees, shall be credited against the total amount owing by Buyer to Seller in accordance with the terms of this contract. Any surplus shall be paid to Buyer or to any other person legally entitled to the surplus. In the event of a deficiency, Buyer shall pay the amount of same to Seller.

10. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

11. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

12. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

13. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

14. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

WITNESS our signatures as of the day and date first above stated.