Loan Remissory Note

LOAN PROMISSORY NOTE

This Loan Promissory Note (the "Note") is made and entered into as of by and between Lender Name: and Borrower Name: .

WHEREAS

WHEREAS, Lender has agreed to make a loan to Borrower and Borrower has agreed to borrow from Lender the principal sum set forth below, to be evidenced by this Note and repaid according to the terms herein; and

WHEREAS, Borrower will use the proceeds for the purpose described under Purpose of Loan below and represents that such use is lawful and consistent with Borrower's representations in this Note; and

WHEREAS, the parties desire to set forth the terms, payment schedule, security (if any), and remedies in the event of default.

PRINCIPAL, INTEREST AND LOAN DETAILS

Interest shall accrue on the unpaid principal balance at the rate stated above, computed on the basis of a 365-day year and actual days elapsed unless otherwise agreed in writing. Interest is payable in accordance with the payment schedule set forth below. The parties may elect compound interest by checking the applicable box below.

Simple interest Compound interest Compounded:

PURPOSE OF LOAN

PAYMENT TERMS

Borrower promises to pay to the order of Lender the principal sum together with accrued interest, in lawful money of the United States, in installments as set forth below. Payments shall be applied first to accrued late charges, then to accrued interest, and then to principal.

Late Fee: If any scheduled payment is not paid within days after its due date, Borrower shall pay a late fee of on the overdue amount, plus interest on the overdue amount at the rate set forth above.

Prepayment: Borrower may prepay principal without penalty prepay with penalty. If a penalty applies, penalty terms:

TERM, MATURITY AND TERMINATION

This Note shall commence on the date first written above and shall mature on (the "Maturity Date"), unless earlier accelerated pursuant to the terms of this Note.

Either party may terminate any ongoing ancillary obligations under this Note upon written notice delivered at least days prior to the applicable termination date, except that termination shall not affect accrued payment obligations or remedies for prior breaches.

SECURITY

This Note is: Secured Unsecured

DEFAULT AND REMEDIES

The following events shall constitute an Event of Default: (a) failure to pay any principal or interest when due and such failure continues for more than days after written notice; (b) Borrower's insolvency, bankruptcy filing or assignment for the benefit of creditors; (c) any representation or warranty made by Borrower proves false or misleading in a material respect when made; and (d) breach of any material covenant under this Note.

Upon an Event of Default, Lender may, at its option, declare the entire unpaid principal balance, accrued interest and all other sums immediately due and payable without notice or demand, to the fullest extent permitted by law, and exercise any remedies available at law or in equity. Lender's election to pursue one remedy shall not preclude pursuit of any other remedy.

Acceleration on Default:

REPRESENTATIONS, WARRANTIES AND COVENANTS

Borrower represents and warrants that: (a) Borrower is duly organized and in good standing under applicable law and has authority to execute this Note; (b) execution, delivery and performance of this Note will not violate any material agreement or law; and (c) no authorization, approval or consent of any governmental authority or other person is required for the execution or performance of this Note, except as has been obtained.

Borrower covenants to maintain its corporate existence, to provide Lender with financial statements upon reasonable request, and to promptly notify Lender of any Event of Default or other material adverse change in financial condition.

CONFIDENTIALITY

Subject to applicable law, each party agrees to keep confidential the terms of this Note and any non-public information received from the other party in connection herewith, and shall not disclose such information except as required by law or as necessary to enforce its rights under this Note. This obligation shall survive termination of this Note for a period of three years.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

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.

This Note, together with any promissory instruments, security agreements and schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. This Note may be amended only by a written instrument signed by both parties.

MISCELLANEOUS

If any provision of this Note is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No delay or failure by Lender to exercise any right shall operate as a waiver of that right.

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