Loan Agreement

Line of Credit or Loan Agreement between Corporate or Business Borrower and Bank

For value received and in further consideration of the granting by a Banking corporation organized and existing under the laws of the of with its principal office located at referred to herein as Bank, to a corporation organized and existing under the laws of the state of with its principal office located at referred to herein as Borrower, of a line of credit or of a loan or loans, Borrower represents and warrants to and agrees with Bank as follows:

1. The Loan

A. Amount. Bank will lend to Borrower, and Borrower will borrow from Bank $ with interest at % per annum.

B. Evidence of Loan. At the option of Bank, the Loan and the terms of repayment of it, including the rate of interest, may be evidenced by a note or notes, or by Bank's books and records.

C. Security or Guaranty. The payment of the Loan may at any time or from time to time be secured and/or guaranteed wholly or partly separate and apart from this Agreement, but whether or not secured and/or guaranteed, all monies and other property at any time in the possession of Bank which Borrower either owns or has the permission of the owner to pledge with or otherwise hypothecate to Bank, including, but not limited to, any deposits, balances of deposits or other sums at any time credited by or due from Bank, shall at all times be collateral security for all of the liabilities, obligations and undertakings of Borrower to Bank, direct or indirect, absolute or contingent, now existing or later arising or acquired, including, but not limited to, the payment of the Loan.

2. Warranties and Representations

Borrower represents and warrants to Bank (which representations and warranties will survive the making of the Loan) that:

A. Corporate Existence. Borrower is a Corporation organized and existing under the laws of the state of and that said Corporation is in good standing under the laws of the State of .

B. Corporate Authority and Power. The execution, delivery and performance of this Agreement, any note or security Agreement, or any other instrument or document at any time required in connection with the Loan, are within the corporate powers of Borrower, and not in contravention of law, the articles of organization or bylaws of Borrower or any amendment of the same, or of any indenture, Agreement or undertaking to which Borrower is a party or may otherwise be bound, and each such instrument and document represent a valid and binding obligation of Borrower and is fully enforceable according to its terms.

C. Financial Status. All financial statements and other statements previously or in the future given by Borrower to Bank in respect of this Agreement are or will be true and correct, subject to any limitation stated in them, consistent with any prior statements furnished to Bank, and prepared in accordance with generally accepted accounting principles to represent fairly the condition of Borrower as of the date of the statement.

D. Litigation. There is not now pending or threatened against Borrower any action or other proceedings or any claim in which Borrower has any monetary or other proprietary interest nor do any of the executive or managing personnel of Borrower know of any facts which may give rise to any such litigation, proceeding or claim, except:

E. Events of Default. No event of default specified in Section 5 of this Agreement, and no event which, with the lapse of time or notice, would become such an event of default, has occurred and is continuing.

F. Title to Property. Borrower has good and marketable title to all property in which Borrower has given or has agreed to give a security interest to Bank and such property is or will be free of all encumbrances except:

G. Taxes. Borrower has filed all tax returns required to be filed, has paid all taxes due and has provided adequate reserves for payment of any tax which is being contested.

3. Affirmative Covenants

Borrower agrees that until payment in full of the Loan and performance of all of its other obligations under this Agreement, Borrower will, unless Bank otherwise consents in writing, comply with the following:

A. Compensating Balances. Bank shall be Borrower's main bank of deposit and Borrower shall maintain average aggregate collected balances in its deposit account or accounts with Bank of not less than % of the outstanding unpaid balance of the Loan or Loans. Balances shall be averaged (e.g., monthly) .

B. Commitment Fee. Subject to the terms of this Agreement Bank commits itself, until , to lend to Borrower at any time or from time to time a sum or sums in the aggregate amount of $ and Borrower agrees to pay to Bank monthly in arrears for Bank's commitment fee of % of the unused portion of the commitment so long as the same is outstanding.

C. Financial Statements. Borrower will furnish to Bank quarterly statements prepared by Borrower within days of the close of each quarter, and, within days after the close of each fiscal year, an annual audit prepared by the equity method and certified by public accountants selected by Borrower and approved by Bank, together with a certificate by such accountants that at such audit date Borrower was acting in compliance with the terms of this Agreement.

D. Insurance. Borrower will maintain adequate fire insurance with extended coverage, public liability and other insurance as Bank may reasonably require as consistent with sound business practice and with companies satisfactory to Bank, which policies will show the Bank as a loss payee.

E. Taxes and Other Liens. Borrower will comply with all statutes and government regulations and pay all taxes, assessments, governmental charges or levies, or claims for labor, supplies, rent and other obligations made against it which, if unpaid, might become a lien or charge against Borrower or on its property, except liabilities being contested in good faith and against which, if requested by Bank, Borrower will set up reserves satisfactory to Bank.

F. Maintenance of Existence. Borrower will maintain its existence and comply with all applicable statutes, rules and regulations, and maintain its properties in good operating condition, and continue to conduct its Business as presently conducted.

G. Notice of Default. Within Business days of becoming aware of (i) the existence of any condition or event which constitutes a default under Section 5 of this Agreement; or (ii) the existence of any condition or event which with notice or the passage of time, will constitute a default under Section 5 of this Agreement, Borrower will provide Bank with written notice specifying the nature and period of existence of the same and what action Borrower is taking or proposes to take with respect to the same.

H. Use of Proceeds. Borrower shall use the proceeds of the Loan under this Agreement for general commercial purposes, provided that no part of such proceeds will be used for the purpose of purchasing or carrying any margin security as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

I. Further Assurances. Borrower will execute and deliver to Bank any writings and do all things necessary, effectual or reasonably requested by Bank to carry into effect the provisions and intent of this Agreement.

4. Negative Covenants

Without the prior written approval of Bank, Borrower will not:

A. Consolidation, Merger or Acquisition. Participate in any merger or consolidation or alter or amend the capital structure of Borrower, including, but not limited to, the issuance of additional stock, or make any acquisition of the Business of another.

B. Dividends. Pay any dividends, including a stock dividend, or make any distributions, in cash or otherwise, including splits of any kind, to any officer, stockholder or beneficial owner of Borrower, other than salaries.

C. Encumbrances. Mortgage, pledge or otherwise encumber any property of Borrower or permit any lien to exist on such property except liens (i) for taxes not delinquent or being contested in good faith; (ii) of mechanics or materialmen in respect of obligations not overdue or being contested in good faith; (iii) resulting from security deposits made in the ordinary course of Business; or (iv) in favor of Bank.

D. Investments. Invest any assets of Borrower in securities other than obligations of the United States of America.

E. Disposition of Assets, Guarantees, Loans, Advances. Sell, transfer or assign any assets of Borrower other than in the ordinary course of Business or, except as specifically permitted in this Agreement (i) sell or transfer or assign any of Borrower's accounts receivable with or without recourse; (ii) guarantee or become surety for the obligations of any person, firm, or corporation; or (iii) make any loans or advances except:

F. Working Capital. Permit its inventory to exceed % of its current assets; permit its net working capital to be less than $ for the current fiscal year and for each subsequent fiscal year to be less than the amount for the prior fiscal year plus % of Borrower's net income earned for the prior year...

G. Liabilities. Permit its total short and long term liabilities including borrowings to exceed % of Borrower's tangible net worth, the percentage to decrease % per year for the term of the Loan.

H. Fixed Assets. Make, or incur any obligation to make, any expenditures in any fiscal year for fixed assets by purchase or lease Agreement the aggregate fair market value of which assets is in excess of $ .

I. Compensation. Pay to its officers and directors aggregate compensation in any fiscal year which exceeds $ .

J. ERISA. Permit any pension plan to engage in any prohibited transaction; fail to report to Bank a reportable event; incur any accumulated funding deficiency; or terminate its existence in a manner which could result in the imposition of a lien on the property of the Borrower.

5. Default

If any one or more of the following events of default shall occur at any time, Bank shall have the right to declare any or all liabilities or obligations of Borrower to Bank immediately due and payable without notice or demand:

A. Any warranty, representation or statement made or furnished to Bank by or on behalf of Borrower or any guarantor or surety for Borrower was in any material respect false when made or furnished;

B. A failure to pay or perform when due any obligation, liability or covenant of Borrower or of any guarantor or surety for Borrower, under this Loan Agreement or any other indebtedness or obligation for borrowed money, or if such indebtedness or obligation shall be accelerated, or if there exists any event of default under any such instrument, document or Agreement evidencing or securing such indebtedness or obligation;

C. The commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower, the appointment of a trustee, receiver, or custodian and, if any such proceeding is involuntary, such proceeding has not been dismissed and all trustees, receivers, or custodians discharged within days of its commencement or their appointment;

D. The service upon Bank of a writ in which Bank is named as trustee or Borrower or any guarantor or surety for Borrower;

E. The liquidation, termination or dissolution of Borrower or its ceasing to carry on actively its present Business; and, if any guarantor or surety for Borrower is a corporation, trust or partnership, the liquidation, termination or dissolution of any such organization or its ceasing to carry on actively its present business;

F. The death any guarantors or surety for Borrower, and if any guarantor or surety for Borrower is a partnership, the death of any partner; or

G. A judgment or judgments of the payment of money aggregating in excess of $ is outstanding against Borrower or any guarantor or surety for Borrower and any one of such judgments has been outstanding for more than days from the date of its entry and has not been discharged in full or stayed.

6. Miscellaneous

A. Other Agreements. This Agreement is supplementary to every other Agreement between Borrower and Bank and shall not be so construed as to limit or otherwise derogate from any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings of Borrower under any such Agreement...

B. Waivers. No delay or omission on the part of Bank in exercising any right under this Agreement shall operate as a waiver of such right or any other right, and waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy of Bank on any future occasion.

C. Expenses. Borrower will pay or reimburse Bank for all reasonable expenses, including attorney's fees, which Bank may in any way incur in connection with this Agreement or any other Agreement between Borrower and Bank or with any Loan or which result from any claim or action by any third person against Bank which would not have been asserted were it not for Bank's relationship with Borrower under this Agreement or otherwise.

D. 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.

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

F. Successors and Assigns. This Agreement shall be binding on Borrower's legal representatives, successors and assigns and shall inure to the benefit of Bank's successors and assigns.

The parties have executed this Agreement at on .

Acknowledgments