Secured Note Purchase Agreement

SECURED NOTE PURCHASE AGREEMENT

This Secured Note Purchase Agreement (the "Agreement") is made and entered into as of by and between Issuer Name: with principal place of business at , and Purchaser Name: with principal place of business at .

RECITALS

WHEREAS, Issuer desires to issue and sell, and Purchaser desires to purchase, a secured promissory note in the principal amount set forth below upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, to secure performance of the Issuer's obligations under the Note, Issuer will grant to Purchaser a security interest in certain collateral described below and in the related Security Agreement; and

WHEREAS, the parties desire to set forth their mutual agreements with respect to the issuance, sale and purchase of the Note, the security for the Note and related matters.

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

1. DEFINITIONS

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

"Note" means the promissory note in the principal amount of executed by Issuer in favor of Purchaser, substantially in the form attached hereto as Exhibit A.

"Collateral" means the assets and property described in the Security Agreement and identified as:

2. PURCHASE AND SALE

2.1 Purchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) Issuer shall deliver to Purchaser a duly executed Note, and Purchaser shall deliver to Issuer the purchase price in immediately available funds in the amount of .

2.2 Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on at such place as the parties shall agree, or at such other time as mutually agreed in writing.

3. TERMS OF THE NOTE

3.1 Principal, Interest and Maturity. The Note shall bear interest at the rate of per annum, computed on a 365-day year basis, with principal and accrued interest due and payable on .

3.2 Prepayment. Issuer may not prepay the Note except with Purchaser's prior written consent, which consent shall not be unreasonably withheld. Any permitted prepayment shall include payment of accrued and unpaid interest to the date of prepayment.

4. SECURITY

4.1 Grant of Security Interest. To secure the prompt payment and performance of all obligations under the Note and this Agreement, Issuer hereby grants to Purchaser a continuing, first-priority security interest in and lien upon the Collateral, whether now owned or hereafter acquired.

4.2 Security Agreement. Issuer shall execute and deliver to Purchaser a Security Agreement in form and substance satisfactory to Purchaser, granting the security interest described above, together with all financing statements and ancillary instruments necessary to create, preserve and perfect such security interest.

4.3 Perfection; Cooperation. Issuer shall cooperate in taking all actions reasonably requested by Purchaser to perfect, protect and maintain the security interest, including the filing of financing statements, possession or control of certificated collateral and providing necessary control agreements.

5. REPRESENTATIONS AND WARRANTIES

Issuer represents and warrants to Purchaser as of the date hereof and as of the Closing that:

(a) Organization and Authority. Issuer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has full power and authority to execute, deliver and perform this Agreement and the Note.

(b) Authorization and Enforceability. The execution, delivery and performance by Issuer of this Agreement and the Note have been duly authorized by all necessary action, and this Agreement constitutes legal, valid and binding obligations of Issuer enforceable in accordance with their respective terms, subject to applicable bankruptcy and insolvency laws.

(c) No Conflicts. The execution, delivery and performance of this Agreement do not and will not (i) violate any law or order applicable to Issuer, or (ii) conflict with or result in a default under any agreement to which Issuer is a party.

(d) Title to Collateral. Issuer has good and marketable title to the Collateral free and clear of all liens, claims and encumbrances other than Permitted Encumbrances (as defined in the Security Agreement).

6. COVENANTS

6.1 Negative Covenants. From the date hereof until the Note is paid in full, Issuer shall not, without Purchaser's prior written consent, (a) create or permit any lien upon the Collateral other than Permitted Encumbrances, (b) sell, transfer or otherwise dispose of any material portion of the Collateral, or (c) incur indebtedness secured by the Collateral.

6.2 Financial Information; Access. Issuer shall deliver to Purchaser such financial statements, budgets and reports concerning Issuer and the Collateral as Purchaser may reasonably request, and shall allow Purchaser and its representatives to inspect the Collateral and books and records upon reasonable notice.

7. EVENTS OF DEFAULT; REMEDIES

7.1 Events of Default. The following shall constitute an event of default: (a) failure to pay principal or interest when due; (b) breach of any representation, warranty or covenant contained in this Agreement or the Security Agreement; (c) insolvency, bankruptcy or appointment of a receiver with respect to Issuer; or (d) any attachment or levy materially impairing the Collateral.

7.2 Remedies. Upon the occurrence of an Event of Default, and subject to any applicable notice and cure periods, Purchaser may, at its election, declare the entire unpaid principal and accrued interest immediately due and payable, exercise all rights and remedies granted under the Security Agreement, pursue foreclosure and any other remedies available at law or in equity, and apply proceeds of the Collateral to satisfy outstanding obligations.

8. INDEMNIFICATION; EXPENSES

8.1 Indemnification. Issuer shall indemnify and hold harmless Purchaser and its affiliates and their respective officers, directors and agents from and against any losses, claims, damages or liabilities (including reasonable attorneys' fees) arising out of or relating to Issuer's breach of any representation, warranty or covenant contained in this Agreement, except to the extent such losses result from Purchaser's gross negligence or willful misconduct.

8.2 Expenses. All reasonable costs and expenses (including reasonable attorneys' fees and filing fees) incurred by Purchaser in connection with the enforcement of its rights hereunder or under the Security Agreement following an Event of Default shall be paid by Issuer to the extent permitted by law.

9. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed given when delivered personally or three (3) business days after deposit in the mail, postage prepaid, and addressed as follows (or to such other address as a party may designate by notice):

10. ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Purchaser may assign all or any portion of its rights to an affiliate or in connection with a financing or sale of all or substantially all of its assets without Issuer's consent.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

11.2 Amendments and Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party against whom enforcement of such amendment, modification or waiver is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

11.3 Entire Agreement. This Agreement, together with the Note and the Security Agreement, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.4 Severability. If any provision of this Agreement 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 thereby.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding as originals.

REPRESENTATIONS OF PURCHASER

Purchaser represents and warrants that it has the legal power and authority to enter into this Agreement and that the execution and performance of this Agreement will not conflict with any law or agreement binding on Purchaser.

ADDITIONAL PROVISIONS

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