Promissory Note Agreement

PROMISSORY NOTE AGREEMENT

This Promissory Note Agreement (the "Note") is made and entered into as of Effective Date: by and between Lender: , Address: and Borrower: , Address: .

Recitals

WHEREAS, Lender has agreed to advance funds to Borrower in the principal amount and on the terms set forth in this Note; and

WHEREAS, Borrower desires to evidence the indebtedness to Lender and to set forth terms for repayment, interest, default and remedies in a single, binding instrument.

WHEREAS, the parties intend that this Note shall constitute a binding obligation of Borrower enforceable in accordance with its terms.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

For purposes of this Note, the following terms shall have the meanings set forth below:

"Principal" means the original principal sum advanced hereunder in the amount of $ together with any advances made pursuant to Section 2 and any interest that is capitalized to principal.

"Interest Rate" means the annual interest rate equal to % per annum, calculated on a 365-day year basis unless otherwise provided.

"Maturity Date" means , unless accelerated earlier pursuant to Section 5.

2. Principal and Interest

Borrower promises to pay to the order of Lender the Principal in lawful money of the United States together with interest on the unpaid principal at the Interest Rate. Interest shall accrue from the Effective Date and shall be payable as provided in Section 3. Accrued unpaid interest shall be computed on the basis set forth in Section 1 and may be capitalized if expressly agreed in writing by the parties.

3. Payments

Payment Type (select one):

All payments under this Note shall be applied first to costs of collection (including attorneys' fees), then to accrued interest, and thereafter to principal. Borrower shall make payments to Lender at the address set forth in the Notices section or at such other place as Lender may designate in writing.

4. Prepayment

Borrower may prepay all or any portion of the Principal at any time without penalty unless the following box is checked:

5. Default and Acceleration

An Event of Default shall occur upon the happening of any one or more of the following events: (a) Borrower fails to make any payment when due and such failure continues for a period of days after written notice; (b) Borrower files a petition in bankruptcy or is adjudicated bankrupt or insolvent; (c) Borrower makes an assignment for the benefit of creditors or a receiver is appointed for Borrower's assets; or (d) Borrower breaches any material representation, warranty or covenant in this Note and fails to cure within days after notice.

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. Following acceleration, interest shall accrue at a default rate of % per annum, and Borrower shall be responsible for all reasonable costs of collection, including attorneys' fees and court costs.

6. Security

This Note is: Secured Unsecured

7. Representations and Warranties

Borrower represents and warrants to Lender that: (a) Borrower is duly organized, validly existing and in good standing under applicable law; (b) Borrower has full power and authority to execute and deliver this Note and to perform its obligations hereunder; (c) the execution, delivery and performance of this Note will not violate any agreement or law binding on Borrower; and (d) no Event of Default exists as of the Effective Date.

8. Covenants

Until payment in full of all amounts owing under this Note, Borrower shall (a) maintain its corporate existence and rights to conduct business; (b) comply with all material laws and contracts applicable to its business; and (c) provide Lender, upon reasonable request, with financial statements and other information reasonably requested by Lender.

9. Notices

All notices, demands, consents or other communications required or permitted under this Note shall be in writing and shall be deemed given when delivered personally or three (3) days after deposit in the United States mail, postage prepaid, or one (1) day after delivery to a nationally recognized overnight courier, addressed to the party at the address below or at such other address as the party may designate by written notice:

10. Remedies Cumulative

Except as expressly provided herein, the rights and remedies of Lender are cumulative and in addition to any other rights or remedies available at law or in equity. No delay or omission by Lender in exercising any right shall operate as a waiver of such right or of any other right.

11. Governing Law

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

12. Amendments; Waiver

Any amendment or modification of this Note must be in writing and signed by both parties. No failure or delay by Lender in exercising any right shall operate as a waiver, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

13. Severability

If any provision of this Note is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

14. Entire Agreement; Counterparts

This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. This Note may be executed in counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be effective as originals.

15. Miscellaneous

Borrower hereby waives presentment, demand, protest and notice of dishonor. All covenants, representations and warranties contained herein shall survive the execution of this Note. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law.

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