For value received, _________("Promissor"), promises to pay to the order of _________("Promisee"), the sum of $_____, which sum, together with interest from the date of this Note on the unpaid principal balance at the initial rate of _________ percent per year (the "Initial Interest Rate"), shall be payable in initial monthly installments of $_____ each, beginning [date], and continuing on the _________ day of every month until [date], at which time all remaining principal and accrued interest, if not sooner paid, shall be paid in full.

Each payment may be applied as Promisee may elect in any or all of the following manners:

The undersigned agrees that the Initial Interest Rate shall be increased and decreased quarterly in accordance with a formula which is calculated as being ½ point above that rate being charged to promisee by the _________ National Bank.

Commencing [date], and on each subsequent calendar quarter during the term of this Variable Rate Promissory Note, the rate of interest shall be adjusted in accordance with the index provided for in this Note.

At any time that there is a change in the interest rate as provided for in this Note, the amount of each monthly installment payable on this Note shall not be increased or decreased, it being understood that the effect of any interest rate adjustment shall be only to increase or decrease that portion of the monthly payment attributable to interest.

The undersigned reserves the right to prepay this Note in whole or in part at any time, provided that all interest accrued to the date of the prepayment shall first have been paid.

In the event that the monthly payments provided for in this Note have not been paid and actually received by Promisee on or before their due date, a late charge of $_____ per day, calculated to the date that the payment is actually received, shall be assessed by Promisee to cover the extra expense involved in handling delinquent payments. Promisee shall not be obligated to accept any monthly payment made after its due date, unless that monthly payment shall be accompanied by the full amount of the late charges assessed by Promisee as provided in this Note; however, in the event that a late monthly payment is accepted, that payment shall first be applied to late charges.

Should the Promissor fail to make any of the payments described above, then Promisee may, at its option, declare the whole of this obligation to be due and payable and may proceed for the collection of this obligation in the manner provided by law or equity. This Note shall bear interest after maturity at an effective rate of interest adjusted in accordance with the provisions of this Variable Rate Promissory Note whether this Note becomes due by reason of the exercise of the options as provided above or by lapse of time according to its terms; provided, however, the interest due under this Note shall not exceed the maximum lawful contract rate either before or after default.

Any legal holder of this Note may, without notice and without releasing the liability of any maker or guarantor of this Note, grant extensions or renewals of this Note from time to time and for any term or terms. Any legal holder of this Note shall not be liable for or prejudiced by failure to collect or for lack of diligence in bringing suit on this Note or any renewal or extension of this Note.

Promissor waives presentment for payment, notice of nonpayment, protest and notice of protest.

Should this Note be placed in the hands of an attorney for collection, or if action be instituted on it, all parties now or in the future liable for the indebtedness evidenced by this Note, jointly and severally agree to pay all costs and expenses of the collection or enforcement action with reasonable attorney fees in addition to the amount found due.

This Note may be assigned by Promissor with the consent of Promisee, which consent shall not be unreasonably withheld. Any assignment shall not release the Promissor and Guarantor from any of their obligations under this Note.