Legal Executed Note

LEGAL EXECUTED NOTE

This Legal Executed Note (the "Note") is made as of by and between Lender Name: of Address: ("Lender"), and Borrower Name: of Address: ("Borrower").

RECITALS

WHEREAS, Borrower has requested that Lender make a loan to Borrower in the principal amount set forth below, and Lender is willing to make such loan on the terms and subject to the conditions set forth in this Note;

WHEREAS, the parties intend that this Note evidence the indebtedness of Borrower to Lender and set forth the terms of repayment, interest, remedies on default and other agreements of the parties; and

WHEREAS, the parties desire to set forth their agreement in writing to be executed by authorized representatives of each party.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PRINCIPAL

Borrower promises to pay to the order of Lender the principal sum of (the "Principal"), together with interest and other amounts as provided in this Note.

2. INTEREST

Interest shall accrue on the unpaid Principal at the fixed rate of percent per annum, calculated on the basis of a 365-day year and actual days elapsed. Interest shall be Compounded: Yes

3. REPAYMENT

Borrower shall pay Principal and accrued interest in lawful currency of the United States as follows: Payments shall be applied first to accrued interest and then to Principal.

The entire unpaid Principal and accrued interest shall be due and payable on (the "Maturity Date"), unless accelerated sooner pursuant to Section 5.

4. PREPAYMENT

Borrower may prepay all or any portion of the Principal at any time without penalty. Any prepayment shall first be applied to accrued interest and then to Principal unless otherwise agreed in writing by Lender.

5. DEFAULT; ACCELERATION

An Event of Default occurs if Borrower (a) fails to pay any amount when due under this Note and such failure continues for a period of ten (10) days after written notice from Lender, (b) becomes insolvent or admits in writing inability to pay debts as they mature, (c) files a petition in bankruptcy or a petition in bankruptcy is filed against Borrower and not dismissed within forty-five (45) days, or (d) materially breaches any other covenant in this Note and fails to cure within thirty (30) days after written notice from Lender.

Upon the occurrence of an Event of Default, Lender may, at its option, declare the entire unpaid Principal and accrued interest immediately due and payable. Lender's rights and remedies hereunder are cumulative and in addition to any rights provided by law.

6. SECURITY

This Note is: Secured Unsecured. If secured, describe collateral and grant of security interest below.

7. COLLECTION COSTS; ATTORNEYS' FEES

Borrower agrees to pay all reasonable costs of collection, enforcement, and protection of Lender's rights under this Note, including attorneys' fees and court costs, whether or not suit is filed, to the extent permitted by law.

8. ASSIGNMENT; BINDING EFFECT

Lender may assign this Note or any interest herein without Borrower's consent. This Note shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

9. NOTICES

All notices required or permitted under this Note shall be in writing and delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses stated in the opening paragraph or to such other address as either party designates by written notice to the other.

10. GOVERNING LAW

This Note shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Note, together with any documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

12. SEVERABILITY

If any provision of this Note is held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, and the remainder of this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

13. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Note shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by Lender in exercising any right shall operate as a waiver thereof.

14. COUNTERPARTS

This Note may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

15. BORROWER CERTIFICATIONS

Borrower certifies that Borrower has full power and authority to execute and perform its obligations under this Note, that this Note constitutes a legal, valid and binding obligation enforceable in accordance with its terms, and that Borrower has not relied upon any representations or promises other than those expressly set forth herein.

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