Legal Promissory Note Release

LEGAL PROMISSORY NOTE RELEASE

This Promissory Note Release (the Release) is made effective as of , by and between Lender: , a with principal address at , and Borrower: , a with principal address at .

RECITALS

WHEREAS, on or about , , Borrower executed and delivered to Lender a certain promissory note identified as (the Promissory Note) in the original principal amount of $.

WHEREAS, Lender holds all rights, title and interest in and to the Promissory Note and any instruments, security, or collateral securing the Promissory Note, if any, and Lender desires to release certain obligations of Borrower as set forth herein in exchange for the consideration recited below.

WHEREAS, the parties intend by this Release to evidence the satisfaction, partial satisfaction, modification or termination of the obligations under the Promissory Note in accordance with the terms of this instrument.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. RELEASE AND SATISFACTION

1.1 Release. Subject to the terms and conditions of this Release and receipt by Lender of the consideration set forth in Section 2, Lender hereby releases and forever discharges Borrower from all obligations, liabilities, claims and demands arising under the Promissory Note described above to the extent set forth herein.

1.2 Type of Release. The parties acknowledge that this Release constitutes: Full Release Partial Release If Partial Release is selected, the parties agree that the amount being released is $ and, after giving effect to such partial release, the remaining principal balance of the Promissory Note shall be $.

2. CONSIDERATION

2.1 Consideration. Borrower shall deliver to Lender as consideration for this Release the sum of $ or other good and valuable consideration as identified here:

2.2 Timing of Payment. Payment of the consideration shall be made in immediately available funds upon execution of this Release unless otherwise agreed in writing by the parties.

3. REPRESENTATIONS AND WARRANTIES

3.1 Lender's Representations. Lender represents and warrants that: (a) Lender is the lawful owner and holder of the Promissory Note or is otherwise authorized to execute this Release; (b) except as expressly set forth herein, to Lender's knowledge there are no other outstanding assignments, endorsements, or transfers of the Promissory Note; and (c) the execution and delivery of this Release by Lender has been duly authorized.

3.2 Borrower's Representations. Borrower represents and warrants that Borrower has full power and authority to accept this Release and to perform its obligations hereunder and that Borrower will not be subject to conflicting obligations or restrictions by virtue of accepting this Release.

4. COVENANTS AND FURTHER ASSURANCES

4.1 Further Assurances. Each party shall execute and deliver such further instruments and take such further action as may be reasonably necessary to give full effect to the intent and purposes of this Release, including, if applicable, reconveyance or release of any recorded security interest once all obligations secured thereby have been satisfied.

5. INDEMNIFICATION

5.1 Indemnity by Borrower. Borrower shall indemnify, defend and hold harmless Lender from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Borrower's representations, warranties or covenants contained in this Release.

5.2 Indemnity by Lender. Lender shall indemnify, defend and hold harmless Borrower from and against any and all claims arising from a material breach of Lender's representations and warranties in this Release.

6. NOTICE

All notices, requests, consents and other communications required or permitted under this Release shall be in writing and shall be delivered to the respective parties at the addresses set forth below (or to such other address as a party may designate by written notice to the other party in accordance with this Section).

7. AMENDMENTS; WAIVER

7.1 Amendments. This Release may be amended or modified only by a written instrument executed by both parties.

7.2 Waiver. No waiver of any provision of this Release shall be effective unless set forth in a written instrument executed by the party waiving such provision. No failure or delay by a party in exercising any right hereunder shall operate as a waiver.

8. GOVERNING LAW; VENUE

This Release shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Release.

9. ENTIRE AGREEMENT; SEVERABILITY

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

9.2 Severability. If any provision of this Release 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.

10. COUNTERPARTS

This Release may be executed in any number of 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 facsimile or electronic image shall be effective as originals.

11. MISCELLANEOUS

11.1 Further Assurances; Construction. The parties shall execute and deliver such further documents and take such further action as may be necessary to effectuate the intent of this Release. Headings are for convenience only and shall not affect interpretation.

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