Legal Loan Agreement

LEGAL LOAN AGREEMENT

This Loan Agreement (the "Agreement") is made as of Effective Date: by and between Lender Name: , Entity Type: Individual Corporation LLC, with principal address: , and Borrower Name: , with principal address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Lender has agreed to make a loan to Borrower in the principal amount of $ (the "Loan") on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Borrower desires to borrow such funds and to grant such security and make the representations and warranties set forth in this Agreement;

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the Loan.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, capitalized terms shall have the following meanings: "Business Day" means any day other than a Saturday, Sunday or a day on which commercial banks in the jurisdiction of Governing Law are authorized or required to close; "Default" means any event or condition described in Section 8; "Maturity Date" means ; "Interest Rate" means the rate specified in Section 3.

2. LOAN; ADVANCE

2.1 Loan. Subject to the terms and conditions of this Agreement, Lender shall make available to Borrower the Loan in the principal amount set forth above. The Loan shall be evidenced by Borrower's promissory note in form and substance reasonably satisfactory to Lender.

2.2 Use of Proceeds. Borrower shall use the proceeds of the Loan solely for the purposes described in Borrower's written request and not for any unlawful purpose.

3. INTEREST

3.1 Rate. The outstanding principal balance of the Loan shall bear interest at a rate equal to percent per annum, calculated on the basis of a 365-day year and actual days elapsed, payable in accordance with Section 4.

3.2 Default Rate. Upon the occurrence and during the continuance of any Default, interest shall accrue on the overdue amounts at an increased rate of percentage points per annum above the Interest Rate, or the maximum rate permitted by applicable law, whichever is less.

4. PAYMENTS; MATURITY

4.1 Payments. Borrower shall make payments of principal and interest in accordance with the payment schedule: Payment Frequency: ; Amount of each periodic payment: $.

4.2 Maturity. All unpaid principal, accrued interest and other amounts payable under this Agreement shall be due and payable on the Maturity Date.

4.3 Place of Payment. Payments shall be made to Lender at Lender's address for notices or at such other place as Lender designates in writing.

5. PREPAYMENT

Borrower may prepay the Loan in whole or in part at any time without premium or penalty except as provided herein. Any partial prepayment shall be applied first to accrued interest and then to principal. Borrower shall give Lender at least days' prior written notice of any scheduled prepayment of principal that exceeds one installment.

6. SECURITY

6.1 Grant of Security Interest. To secure the prompt payment and performance of Borrower's obligations under this Agreement, Borrower hereby grants to Lender a first-priority security interest in the Collateral described below and in any other property hereafter designated as collateral by the Parties.

6.2 Perfection. Borrower shall, at Borrower's expense, execute and deliver financing statements, control agreements and other documents reasonably required by Lender to perfect and maintain Lender's security interest in the Collateral.

7. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender as of the Effective Date and as of each advance that: (a) Borrower is duly organized, validly existing and in good standing under applicable law and has full power and authority to enter into, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; (c) this Agreement constitutes a valid and binding obligation of Borrower enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws of general application relating to creditors' rights; (d) no Default exists; and (e) Borrower's financial statements delivered to Lender fairly present Borrower's financial condition in all material respects.

8. COVENANTS

8.1 Affirmative Covenants. Borrower shall (a) pay taxes and other governmental charges timely; (b) maintain insurance customary for its business and the Collateral; (c) comply with all material laws and regulations; and (d) promptly provide Lender with financial statements, reports and other information reasonably requested by Lender.

8.2 Negative Covenants. Without Lender's prior written consent, Borrower shall not (a) mortgage, pledge or grant any lien on the Collateral except as provided herein; (b) incur indebtedness other than trade liabilities incurred in the ordinary course of business; or (c) enter into any transaction that would have a material adverse effect on Borrower's ability to perform its obligations.

9. EVENTS OF DEFAULT

The following shall constitute an Event of Default: (a) Borrower fails to pay any principal or interest when due and such failure continues for a period of days after written notice; (b) any representation or warranty of Borrower proves to be false or misleading in any material respect when made; (c) Borrower becomes insolvent, admits inability to pay debts as they mature, makes an assignment for the benefit of creditors, or a bankruptcy or similar proceeding is filed by or against Borrower; or (d) a material default occurs under any security agreement or other material contractual obligation.

10. REMEDIES

Upon the occurrence of any Event of Default, Lender may, at its election and without notice or demand except where notice is expressly required, declare all outstanding obligations immediately due and payable and exercise any and all rights and remedies available at law or in equity, including foreclosure or sale of Collateral, set-off, and collection of costs and expenses of enforcement, including reasonable attorneys' fees and court costs.

11. FEES AND EXPENSES

Borrower shall pay all costs and expenses incurred by Lender in connection with the enforcement of Lender's rights under this Agreement, including reasonable attorneys' fees and expenses, court costs, and expenses of collection, whether or not suit is filed.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) Business Days after deposit in certified mail, postage prepaid, to the addresses set forth below or to such other address as either Party designates by notice to the other.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or supplemented only by an instrument in writing signed by both Parties. No course of dealing or failure or delay by a Party in exercising any right shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 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.

14.2 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 be affected or impaired.

14.3 Entire Agreement. This Agreement, together with the promissory note, security agreement and other documents delivered in connection herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

15. MISCELLANEOUS

15.1 Assignment. Borrower may not assign its rights or obligations under this Agreement without the prior written consent of Lender. Lender may assign its rights and obligations to any affiliate or third party provided Lender gives prior written notice to Borrower.

15.2 Remedies Cumulative. Except as otherwise provided in this Agreement, the rights and remedies of Lender are cumulative and not exclusive of any rights or remedies provided by law or equity.

15.3 No Waiver of Rights. No failure or delay by Lender in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

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