Legal Fixed Rate Agreement

LEGAL FIXED RATE AGREEMENT

This Legal Fixed Rate Agreement ("Agreement") is made as of by and between with a principal place of business at (hereinafter "Lender"), and with a principal place of business at (hereinafter "Borrower").

RECITALS

WHEREAS, Borrower has requested financing from Lender in the principal amount of (the "Loan"); and

WHEREAS, Lender is willing to make the Loan to Borrower subject to the terms and conditions set forth herein, including a fixed interest rate of per annum and the repayment schedule agreed by the parties; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Loan.

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. DEFINITIONS

1.1 "Business Day" means any day other than a Saturday, Sunday or day on which banks in the jurisdiction of the Governing Law are authorized or required to be closed.

1.2 "Maturity Date" means unless accelerated earlier in accordance with this Agreement.

2. LOAN AND FIXED RATE

2.1 Loan. Subject to the terms and conditions of this Agreement, Lender shall loan to Borrower, and Borrower shall borrow from Lender, the principal amount set forth in section 2.2.

2.2 Principal Amount. The principal amount of the Loan shall be (the "Principal").

2.3 Fixed Rate. The Loan shall bear interest at a fixed rate of per annum, calculated on the basis of a 365-day year for the actual number of days elapsed.

3. PAYMENT TERMS

3.1 Payment Schedule. Borrower shall make payments of principal and interest in accordance with the schedule below. Payments shall be due on the day of each period beginning on

3.2 Manner of Payment. All payments shall be made in lawful currency to the Lender at the address or account designated by Lender in writing. Payments received after 5:00 p.m. on a Business Day shall be deemed received on the next Business Day.

3.3 Late Payment. If any installment is not paid within days after the due date, Borrower shall pay a late fee of and interest shall continue to accrue on the unpaid balance.

4. PREPAYMENT

Borrower may prepay the Loan in whole or in part at any time without penalty unless a prepayment premium is specified below. Any prepayment shall be applied first to accrued interest, then to principal, unless otherwise agreed in writing.

Prepayment Premium (if any):

5. SECURITY

5.1 Security Interest. As security for the prompt payment and performance of Borrower's obligations hereunder, Borrower grants to Lender a continuing security interest in the collateral described below (if any). If no collateral is intended, indicate "Unsecured" in the description field.

6. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that: (a) Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) Borrower has all requisite power and authority to enter into this Agreement and to perform its obligations; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action; and (d) no event has occurred which would constitute an Event of Default.

7. COVENANTS

7.1 Affirmative Covenants. Borrower shall: (a) punctually pay principal and interest as required; (b) maintain its existence and good standing; and (c) comply with all material laws and regulations applicable to its business.

7.2 Negative Covenants. Borrower shall not incur indebtedness senior to the Loan or grant liens on the collateral without Lender's prior written consent, except as expressly permitted in writing by Lender.

8. EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an Event of Default: (a) failure to pay principal or interest when due and continuance of such failure beyond any applicable cure period; (b) any representation or warranty made by Borrower proves to be false or misleading in any material respect; (c) Borrower's insolvency, bankruptcy, or appointment of a receiver; or (d) Borrower's breach of any covenant that is not cured within 30 days after notice from Lender.

9. REMEDIES

Upon the occurrence of an Event of Default, Lender may declare the entire unpaid principal, accrued interest and other amounts immediately due and payable, exercise all rights and remedies available at law or in equity, and enforce the security interest in the collateral. The exercise of any remedy shall be without prejudice to any other remedy available to Lender.

10. FEES AND COSTS

Borrower shall pay on demand all reasonable costs and expenses (including reasonable attorneys' fees and court costs) incurred by Lender in connection with the enforcement of this Agreement or the preservation of Lender's rights hereunder.

11. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three Business Days after deposit in the mail, postage prepaid, and addressed to the party at the address set forth below or at such other address as such party may specify by notice to the other.

12. ASSIGNMENT

This Agreement and the rights hereunder may not be assigned by Borrower without the prior written consent of Lender. Lender may assign its rights and obligations hereunder without Borrower's consent, provided that any assignee agrees in writing to be bound by the terms of this Agreement.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any default shall not constitute a waiver of any subsequent default.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to conflict of laws principles.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall have the same force and effect as original signatures.

18. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Time is of the essence with respect to Borrower's payment obligations.

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