Loan Note Agreement

LOAN NOTE AGREEMENT

This Loan Note Agreement (the "Note") is made as of by and between Lender Name: with principal address at , and Borrower Name: with principal address at .

RECITALS

WHEREAS, Borrower desires to borrow and Lender agrees to lend a principal sum in the amount of $ (the "Principal"); and

WHEREAS, the parties intend that the Principal be evidenced by this Note, that such Principal shall bear interest as set forth below, and that the Note shall be subject to the terms and conditions contained herein.

WHEREAS, Borrower acknowledges receipt of the Principal and covenants to repay the Principal and interest in accordance with the terms of this Note.

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

1. DEFINITIONS

For purposes of this Note, the following terms shall have the meanings set forth below. "Business Day" means a day other than a Saturday, Sunday or legal holiday. "Maturity Date" means . "Default" has the meaning set forth in Section 5.

2. PRINCIPAL AND INTEREST

Borrower promises to pay to Lender the Principal together with interest on the unpaid Principal balance at a rate equal to per annum calculated on a 365/365 basis. Interest shall accrue from the date Principal is advanced until paid in full.

3. PAYMENT TERMS

Unless otherwise agreed in writing, Borrower shall make payments of principal and interest in lawful money of the United States to the address of Lender set forth herein. Payments shall be due in the following manner: . If no periodic payments are specified, the entire unpaid Principal and accrued interest shall be due on the Maturity Date.

A late charge equal to or of any installment (whichever is greater) may be charged for any payment not received within days after the due date.

4. PREPAYMENT

Borrower may prepay all or any portion of the Principal at any time without penalty unless otherwise set forth herein. Any prepayment shall first be applied to accrued interest and then to Principal. If prepayment penalties are agreed, describe:

5. EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an Event of Default: (a) Borrower fails to make any payment when due and such failure continues for days after written notice; (b) Borrower becomes insolvent, makes an assignment for the benefit of creditors, or a petition in bankruptcy is filed by or against Borrower; or (c) Borrower breaches any material covenant or representation contained in this Note and fails to cure within days after notice.

6. 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 have all rights and remedies available at law or in equity, including but not limited to collection costs, reasonable attorneys' fees, and foreclosure on any collateral securing this Note.

7. SECURITY

This Note is: Secured Unsecured

If secured, Borrower grants Lender a security interest in the following collateral and agrees to execute any security agreements, financing statements or other instruments necessary to perfect and maintain such security interest:

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Note and to perform its obligations hereunder; (b) this Note constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and delivery of this Note will not violate any law or contractual obligation binding on it.

9. COVENANTS

Until repayment in full of the Principal and all interest and other amounts due hereunder, Borrower shall: (a) not incur any lien or encumbrance on the collateral superior to Lender's lien without Lender's prior written consent; (b) maintain its corporate existence and comply with applicable laws; and (c) promptly notify Lender of any Event of Default.

10. NOTICES

All notices, demands or communications required or permitted to be given under this Note shall be in writing and shall be deemed duly given when delivered personally or three (3) Business Days after deposit in the United States mail, certified or registered, postage prepaid, addressed to the party at the address set forth below or at such other address as such party may designate by notice in accordance with this Section.

11. ATTORNEYS' FEES AND COSTS

If any action is necessary to enforce the terms of this Note, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys' fees, costs and expenses incurred in connection with such action, whether at trial, on appeal, or in any bankruptcy proceeding.

12. GOVERNING LAW

This Note shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

This Note constitutes the entire agreement 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.

14. SEVERABILITY

If any provision of this Note is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to reflect the parties' intent to the fullest extent permitted by law.

15. AMENDMENT AND WAIVER

Any amendment or waiver of any provision of this Note must be in writing and signed by the party against whom enforcement is sought. No delay or failure to exercise any right shall be a waiver of that right.

16. COUNTERPARTS

This Note may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

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