Seller Financing Note

SELLER FINANCING NOTE

This Seller Financing Note (the Note) is made as of by and between:

WHEREAS

WHEREAS, Seller is the lawful owner of the asset described as (the Asset); and

WHEREAS, Buyer has agreed to purchase the Asset from Seller and the parties have agreed that all or a portion of the purchase price will be financed by Seller under the terms set forth in this Note; and

WHEREAS, the parties desire to set forth the terms of repayment, security, remedies and related obligations in a binding written instrument.

SCOPE OF WORK

Scope of Work (obligations, maintenance, transfer conditions, and any services to be performed in connection with the financed Asset):

PAYMENT TERMS

Principal Amount: $ ; Interest Rate (annual, APR):

Regular monthly payment due day: . Late payment incurs a late fee of of the overdue installment or a minimum of $ .

Prepayment: Buyer may prepay the principal in whole or in part at any time without penalty unless otherwise stated in a separate written agreement executed by Seller and Buyer.

SECURITY FOR PAYMENT

Buyer grants Seller a security interest in the Asset described above and authorizes Seller to take all actions necessary to perfect and maintain that security interest, including filing financing statements or other instruments required by applicable law.

TERM AND TERMINATION

Commencement Date: . Maturity Date:

This Note shall remain in effect until full payment of principal and accrued interest or until terminated pursuant to the terms below. Either party may terminate prior to maturity upon written notice to the other party delivered not less than days in advance, provided that termination does not relieve Buyer of obligations accrued through the termination effective date.

Default: Event of default includes failure to pay when due, insolvency, or material breach of any representation or covenant. Upon default, Seller may declare the entire unpaid principal and accrued interest immediately due and payable and exercise all rights and remedies available at law or in equity, including foreclosure on the collateral.

CONFIDENTIALITY

Each party acknowledges that information received from the other party in connection with this Note may include confidential and proprietary information. Except as required by law or to enforce rights under this Note, neither party will disclose confidential information to third parties without the prior written consent of the other party. This obligation survives termination or repayment for a period of three (3) years.

MISCELLANEOUS PROVISIONS

Assignment: Buyer may not assign this Note or any interest herein without Seller's prior written consent. Seller may assign this Note provided that assignment does not materially alter Buyer's obligations.

Remedies Cumulative: Except as otherwise provided, remedies available to Seller are cumulative and may be exercised concurrently or separately.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Note, together with any security instruments and written agreements referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

Notices required under this Note shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other addresses as the parties may designate in writing.

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