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$0.00                                                                                             Date: January 23, 2003


For value received, the undersigned to pay to the order of _________________________, (the "Lender"), at _________________________, _________________________, ___ __________, (or at such other place as the Lender may designate in writing) the sum of $0.00 with interest from January 23, 2003, on the unpaid principal at the rate of _______% per annum.


Unpaid principal after the Due Date shown below shall accrue interest at a rate of 0.00% annually until paid.


The unpaid principal and accrued interest shall be payable


All payments on this Note shall be applied first in payment of accrued interest and any remainder in payment of principal.


The Borrower promises to pay a late charge of $0.00 for each installment that remains unpaid more than 0 day(s) after its due date.  This late charge shall be paid as liquidated damages in lieu of actual damages, and not as a penalty.


If any installment is not paid when due, the remaining unpaid balance and accrued interest shall become due immediately at the option of the Lender.


The Borrower reserves the right to prepay this Note (in whole or in part) prior to the due date with no prepayment penalty.


If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.


If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice:


1)      the failure of the Borrower to pay the principal and any accrued interest in full on or before the Due Date;


2)      the death of the Borrower(s) or Lender(s);


3)      the filing of bankruptcy proceedings involving the Borrower as a Debtor;


4)      the application for appointment of a receiver for the Borrower;


5)      the making of a general assignment for the benefit of the Borrower's creditors;


6)      the insolvency of the Borrower; or                                                                                                                                                                     


7)      the misrepresentation by the Borrower to the Lender for the purpose of obtaining or extending credit.


In addition, the Borrower shall be in default if there is a sale, transfer, assignment, or any other disposition of any assets pledged as security for the payment of this Note, or if there is a default in any security agreement which secures this Note.


Borrower is required to maintain term life insurance payable to the Lender in an amount sufficient to pay the principal and accrued interest in full in the event of Borrower's death.


If any one or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative.


All payments of principal and interest on this Note shall be paid in the legal currency of the United States.  Borrower waives presentment for payment, protest, and notice of protest and nonpayment of this Note.


No renewal or extension of this Note, delay in enforcing any right of the Lender under this Note, or assignment by Lender of this Note shall affect the liability of the Borrower.  All rights of the Lender under this Note are cumulative and may be exercised concurrently or consecutively at the Lender's option.


This Note shall be construed in accordance with the laws of the State of _________________________.


Signed this _____ day of _______________, 19____, at _________________________, _________________________.







By:    ____________________________________________________







For value received, the above Note is assigned and transferred to



____________________________________________, ("Assignee") of



_________________________,                _________________________,

(City)                                                          (State/province)










_________________________ unconditionally guarantees all the obligations of the Borrower under this Promissory Note.



Date: ____________________, 19___.








By:    ____________________________________________________