Legal Promissory Note

LEGAL PROMISSORY NOTE

This Promissory Note (the "Note") is made as of by and between Lender: and Borrower: (collectively, the "Parties").

RECITALS

WHEREAS, Lender has agreed to extend credit to Borrower and Borrower desires to borrow funds from Lender on the terms and conditions set forth in this Note; and

WHEREAS, the Parties intend that this Note evidence a valid, binding obligation of Borrower to repay the principal and interest in accordance with the terms below; and

WHEREAS, Borrower acknowledges receipt of the principal amount and agrees to be bound by the payment and default provisions set forth herein.

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

1. PRINCIPAL AND INTEREST

1.1 Principal Amount. For value received, Borrower promises to pay to the order of Lender the principal sum of $ (the "Principal").

1.2 Interest Rate. Interest shall accrue on the unpaid Principal at a rate of % per annum, calculated on the basis of a 365/365 day year and the actual number of days elapsed, unless a default rate applies under Section 4.

2. PAYMENT TERMS

2.1 Payment Schedule. Borrower shall make payments of principal and interest in accordance with the payment schedule set forth below. Payments shall be due on the day of each , commencing on and continuing until the Maturity Date.

2.2 Maturity Date. The entire unpaid Principal and accrued interest shall be due and payable on (the "Maturity Date"), unless earlier accelerated under Section 4.

2.3 Application of Payments. All payments shall be applied first to accrued fees, then to accrued interest, and thereafter to Principal.

3. PREPAYMENT

Borrower may prepay all or any portion of the Principal at any time without premium or penalty. Any partial prepayment shall not postpone or affect the due date of any subsequent installment unless Lender expressly agrees in writing.

4. DEFAULT; REMEDIES; ACCELERATION

4.1 Events of Default. The following shall constitute an Event of Default: (a) Borrower fails to pay any amount due under this Note within ten (10) days after the applicable due date; (b) Borrower becomes insolvent, makes an assignment for the benefit of creditors, or a petition is filed by or against Borrower under any bankruptcy or insolvency law; or (c) Borrower breaches any other material obligation under this Note or any related security agreement and fails to cure such breach within thirty (30) days after written notice.

4.2 Remedies; Acceleration. 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 shall be entitled to exercise all rights and remedies available at law or in equity, including recovery of costs of collection and reasonable attorney's fees.

4.3 Default Interest. While any Event of Default remains uncured, interest shall accrue on the unpaid Principal at a Default Rate equal to the lesser of (i) the maximum rate permitted by applicable law or (ii) the interest rate specified in Section 1.2 plus % per annum.

5. SECURITY

5.1 Security Type. This Note is: Secured Unsecured

6. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that: (a) Borrower has full power and authority to execute and deliver this Note and to perform its obligations hereunder; (b) the execution, delivery and performance of this Note have been duly authorized and do not violate any agreement to which Borrower is a party; and (c) no consent of any third party or governmental authority is required for the valid execution, delivery or performance of this Note except as expressly disclosed in writing to Lender.

7. NOTICES

All notices required or permitted under this Note shall be in writing and shall be deemed given when delivered personally, sent by nationally-recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, to the respective addresses above or such other address as a Party may designate in writing.

8. WAIVER; AMENDMENT; COUNTERPARTS

No delay or failure by Lender to exercise any right shall operate as a waiver of such right. This Note may be amended only by a written instrument signed by both Parties. This Note may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. ASSIGNMENT

Lender may assign its rights and delegate its duties under this Note without the consent of Borrower. Borrower may not assign its obligations without the prior written consent of Lender, which consent shall not be unreasonably withheld.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

10.2 Severability. If any provision of this Note is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.3 Entire Agreement. This Note 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.

11. ATTORNEY'S FEES AND COSTS

If any legal action or proceeding is brought to enforce or interpret the provisions of this Note, the prevailing Party shall be entitled to recover reasonable attorneys' fees, court costs, and other expenses incurred in connection with such action or proceeding.

12. BORROWER CERTIFICATIONS

Borrower certifies that the proceeds of this loan will be used for lawful purposes and not for any purpose that would violate applicable law. Borrower further certifies that all information provided to Lender in connection with this Note is true, complete, and correct as of the date set forth above.

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