Promissory Note

Interest accrues on the unpaid principal balance at a rate of , calculated on the basis of a 365-day year, from the date of this Note until paid in full.

Borrower shall repay the principal and any accrued interest as follows: .

All payments shall be made to Lender at the address stated above, or at such other place or by such other method (including electronic transfer) as Lender designates in writing. Payments are applied first to any accrued interest, then to unpaid principal, unless Borrower and Lender agree otherwise in writing.

Borrower may prepay any part of this Note at any time without penalty. Prepayments are applied to the principal balance and do not change the due date of any later scheduled payment unless Lender agrees otherwise in writing.

The entire unpaid principal balance, together with all accrued and unpaid interest, is due and payable in full no later than (the "Maturity Date"), unless paid earlier under the terms of this Note.

If any payment is not received within days of its due date, Borrower shall pay a late fee of for each such late payment, in addition to the amount otherwise due. This late fee compensates Lender for the administrative cost of a late payment and is not a penalty for using borrowed money.

Borrower is in default under this Note if Borrower fails to make any payment when due and does not cure that failure within days after Lender gives Borrower written notice of it, or if Borrower becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed by or against Borrower that is not dismissed within 60 days.

On any default, Lender may declare the entire unpaid principal balance and all accrued interest immediately due and payable in full, without further notice or demand, in addition to any other right or remedy available to Lender under applicable law.

If this Note is referred to an attorney or collection agency for collection after a default, Borrower shall pay Lender's reasonable costs of collection, including reasonable attorneys' fees, to the extent permitted by applicable law.

Borrower waives presentment, demand for payment, notice of dishonor, and protest, and agrees that Lender may extend the time for payment, or release any party to this Note, without releasing Borrower from liability.

No delay or failure by Lender in exercising any right under this Note is a waiver of that right, and a waiver on one occasion is not a waiver of any later default.

Lender may transfer or assign this Note, and Lender's rights under it, to another party without Borrower's consent; Lender shall give Borrower written notice of any such transfer. Borrower may not assign or delegate any obligation under this Note without Lender's prior written consent.

This Note is governed by the laws of , without regard to its conflict-of-laws principles.

This Note is the entire agreement between Borrower and Lender concerning the debt it describes, and replaces any earlier understanding on that subject. It may only be amended in a writing signed by Borrower.

If any provision of this Note is held unenforceable, the rest continues in force. Borrower's obligations under this Note bind Borrower's heirs, executors, administrators and successors.

This Note may be signed electronically, and an electronically signed copy is an original for all purposes.