PROMISSORY NOTE (Long Form) 

FOR VALUE RECEIVED, the undersigned hereby jointly and severally

promise to pay to the order of____________________,     the sum

of______________ ($     ) Dollars,together with interest thereon at

the rate of ___ %  per annum on the unpaid balance.  Said sum shall

be paid in the manner following:  (Describe terms)

All payments shall be first applied to interest and the balance to

principal.

This Note may be prepaid, at any time, in whole or in part, without

penalty.

This Note shall at the option of the holder hereof be immediately due

and payable upon failure to make any payment due hereunder  or for

breach of any condition of any security interest, mortgage, pledge

agreement or guaranty granted as collateral security for this Note or

breach of any condition of any security agreement or mortgage, if

any, having a priority over any security agreement or mortgage on

collateral granted, in whole or in part, as collateral security for

this Note or upon the filing by any of the undersigned of an

assignment for the benefit of creditors, bankruptcy, or for relief

under any provisions of the Bankruptcy Code; or by suffering an

involuntary petition in bankruptcy or receivership not vacated within

thirty days.

In the event this Note shall be in default, and placed with an

attorney for collection, then the undersigned agree to pay all

reasonable attorney fees and costs of collection.  Payments not made

within_____days of due date shall be subject to a late charge of

_____% of said payment.  All payments hereunder shall be made to such

address as may from time to time be designated by any holder hereof.

The undersigned and all other parties to this Note, whether as

endorsers, guarantors or sureties waive demand, presentment and

protest and all notices thereto and further agree to remain bound,

notwithstanding any extension, modification, waiver, or other

indulgence by any holder or upon the discharge or release of any

obligor hereunder or to this Note, or upon the exchange,

substitution, or release of any collateral granted as security for

this Note.

Signed and sealed under penalty of perjury this ___day of _________,

20___.

_______________________ 

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