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 part,
without penalty.

This note shall at the option of any holder hereof be
immediately due and payable upon the occurrence of any of the
following:

1. Failure to make any payment due hereunder within _ days
of its due date.

2. Breach of any condition of any security interest,
mortgage, pledge agreement or guaranty granted as
collateral security for this note.

3. 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.

4. Upon the death, dissolution or liquidation of any of
the undersigned, or any endorser, guarantor or surety
hereto.

5. 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 five 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, agree to remain
fully bound hereunder until this note shall be fully paid and
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. No modification or indulgence by any holder hereof shall
be binding unless in writing; and any indulgence on any one
occasion. Any modification or change of terms, hereunder
granted by any holder hereof, shall be valid and b inding upon
each of the undersigned, notwithstanding the acknowledgement
of any of the undersigned, and each of the undersigned does
hereby irrevocably grant to each others a power of attorney to
enter into any such modification on their behalf. The rights
of any holder hereof shall be cumulative and not necessarily
successive. This note shall take effect as a sealed instrument
and shall be construed, governed and enforced in accordance
with the laws of _.