Loan Agreement

Loan Agreement between Stockholder and Corporation

This Loan Agreement made on the date, between

of , referred to herein as Shareholder, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Corporation.

Whereas, Shareholder holds shares in the Corporation and has agreed to loan certain monies (the Loan) to the Corporation;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Loan Amount and Interest

Shareholder promises to loan $ , to the Corporation and the Corporation promises to repay this principal amount to the Shareholder, at the address above or such address as may be provided in writing, with interest payable on the unpaid principal at the rate of percent per annum.

2. Payment

This Loan will be repaid in consecutive monthly installments of $ each. The first of said installments shall be due and payable on the first day of , and each subsequent monthly installment shall be due and payable on the first day of each succeeding month thereafter until the entire indebtedness is fully paid, except any remaining indebtedness, if not sooner paid, shall be due and payable on .

3. Prepayment

Corporation may prepay the principal amount outstanding in whole or in part without penalty; however, Shareholder reserves his right to require that any partial prepayments (i) be on the date monthly installments are due, and (ii) be in the amount of that part of one or more monthly installments which would be applicable to principal.

4. Default

It is agreed that in the event default is made in the payment of this Loan at maturity, or of any installment thereof, then an additional amount of % on the principal and interest of this Note shall be added to the same as a collection fee, and the failure to pay any installment when due shall mature the entire indebtedness at the option of the Shareholder.

5. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

6. Notices

Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

7. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

8. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

WITNESS our signatures as of the day and date first above stated.