Loan Form

LOAN AGREEMENT

This LOAN AGREEMENT is entered into this day of , 20 by and between (hereinafter "Bank"), and (hereinafter "Borrower"), ;

WHEREAS, Borrower has applied to Bank for a Loan to enable Borrower to ;

NOW, THEREFORE, the Bank and the Borrower do hereby agree as follows:

1. THE LOAN

1.1. The Loan. The Bank agrees to extend, subject to the conditions hereof, and Borrower agrees to take, a Loan (hereinafter "Loan") totaling .

1.2. The Note. Borrower shall execute a promissory note in favor of the Bank in a form substantially similar to that completed promissory note attached hereto as Exhibit A, the terms and conditions of which are incorporated herein by reference (hereinafter, "the Note").

1.3. Draws. It is contemplated that Borrower will borrow the entire loan amount at closing and repay same as required by the terms of the Note and this Agreement.

1.4. The Terms of the Loan. The aforesaid Loan shall be for a term of () year(s) from the date of the Note. The principal balance of the Loan shall be payable monthly by Borrower as required by the terms of the Note.

1.5. Rate and Payment of Interest. The aforesaid Note shall bear interest at the rate of percent (%) per annum calculated on the basis of a day year.

1.6. Termination. The Loan and the Bank's obligations shall terminate automatically upon the occurrence of any event of default hereunder and Bank's subsequent determination not to waive such event of default.

Both Borrower and Bank shall have the right to terminate the Loan at any time, regardless of the existence of an event of default, by giving written notice of its decision to terminate to the other party days () in advance of the effective date of such termination. Termination by either the Bank or the Borrower shall not release the Borrower from its obligation to repay the amount advanced by the Bank under the Loan; nor shall termination prejudice or release any of the collateral or rights to enforce repayment of the Loan that the Bank may have.

1.7. The Guarantor. Payment of the Loan will be personally guaranteed by pursuant to a Continuing Guaranty Agreement in favor of the Bank on a form approved by Bank.

1.8. Reports. Borrower shall submit written reports within () days after written request by Bank showing Debtors current financial status on forms approved by Bank during the term of the Loan.

2. THE COLLATERAL

2.1. Grant of Security Interest. Borrower does hereby grant to the Bank a security interest in in order to secure Borrower's obligations due under the Note and this Agreement and agrees to execute all documents required by Bank to further establish and perfect said security interest.

2.2. Corporate Authority. In its corporate borrowing resolution given to the Bank, Borrower shall state the names and titles of those corporate officers authorized to execute this Agreement, the Note, and any additional documentation.

2.3. Power of Attorney. Borrower hereby grants Bank an irrevocable Power of Attorney to endorse any and all checks and to execute any other documentation in the name of and on behalf of the Borrower to enable the Bank to collect the Note and obtain the Security.

3. DEFAULT

Upon the happening of any of the following events, each of which shall constitute a default hereunder, all liabilities of the Borrower to the Bank shall become immediately due and payable at the option of the Bank: (a) failure of the Borrower (which shall include any endorser, surety or Guarantor) to perform any agreement hereunder or to pay any obligation secured hereby when due; (b) dissolution of the Borrower or death of any Guarantor of this Note; (c) filing of any petition in bankruptcy by or against the Borrower or any Guarantor of this Note; (d) application for appointment of a receiver, or making of a general assignment for the benefit of creditors by, or insolvency of the Borrower or any Guarantor; (e) failure by Guarantor to achieve and maintain the status of a Licensed so designated and approved by the state of ; or (f) determination by any officer of the Bank that a material adverse change has occurred in the financial condition of the Borrower or any Guarantor. Upon the occurrence of any such event of default and at any time thereafter, Bank shall have all of the remedies of a secured party under the Uniform Commercial Code of the State of , and as provided in this agreement, the Note and all other documents executed by Borrower in connection herewith. Any notice of sale or other intended disposition of the Collateral sent to the Borrower at least () days prior to such action will constitute reasonable notice to the Borrower. Bank may waive any default before or after the same has been declared without impairing its rights to declare a subsequent default hereunder, this right being a continuing one.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date herein stated.

EXHIBIT “A” PROMISSORY NOTE

, the undersigned, (hereinafter called "Maker"), promises to pay to (hereinafter called "Lender"), or order, payable at , , or such other place specified by Lender in writing, Thousand and No/100 Dollars ($.00) with interest thereon at the rate of percent per annum from the date hereof until paid, payable as follow:

Maker has Pledged, assigned or granted to Lender as collateral for payment of this liability (hereinafter called "Obligation"), the following:

(hereinafter called "Collateral").

Upon the happening of any of the following events, each of which shall constitute a default hereunder, the Obligation of the Maker to Lender shall become immediately due and payable at the option of Lender: (1) failure of any Obligor (which shall include each maker, endorser, surety and guarantor of this note) to perform any agreement hereunder or pay any obligation secured hereby when due; (2) death of any Obligor; (3) filing of any petition in bankruptcy by or against any Obligor; (4) application for appointment of a receiver for, making of a general assignment for the benefit of creditors by, or insolvency of any Obligor, or (5) an Event of Default under any Security Agreement executed in connection herewith.

Upon occurrence of any such event or at any time thereafter, Lender shall have the remedies of a secured party under Uniform Commercial Code of or real estate laws, as applicable to the security.

All Obligors waive protest of this note. If this note is not paid when due, all Obligors agree to pay all costs and expenses of collection, including reasonable attorneys' fees and legal expenses, all of which are secured by the Collateral. Any demand upon or notice to Maker shall be sufficiently served for all purposes if personally delivered or placed in the mail addressed to the address shown above or such other address as may be shown on Lender's records.

PRESENTMENT for payment, demand, notice of dishonor, protest, notice of protest and any homestead or personal property exemption allowed by the constitutions or laws of any state are hereby waived by the undersigned. Failure by the holder hereof to exercise any option granted it hereunder shall not constitute a waiver of future rights. The term "undersigned" as used herein shall include all makers, co-makers, endorsers, sureties and guarantors hereof.

THERE will be no pre-payment penalty on this Note.

IF DEFAULT is made in the payment specified herein, or any part thereof, and such default shall continue for a period of 10 days, then the holder hereof may, at its option, declare the whole sum then remaining unpaid immediately due and payable.