**PROMISSORY NOTE****Loan No: 6824** **(Continued)** **Page 2****POST MATURITY RATE.**The Post Maturity Rate on this Note is the lesser of (A) the maximum rateallowed by law or (B) 18.000% per annum based on a year of 360 days. Borrower will pay intereston all sums due after final maturity, whether by acceleration or otherwise, at that rate.**LENDER’S RIGHTS.**Upon default, Lender may declare the entire indebtedness, including the unpaidprincipal balance under this Note, all accrued unpaid interest, and all other amounts, costs andexpenses for which Borrower is responsible under this Note or any other agreement with Lenderpertaining to this loan, immediately due, without notice, and then Borrower will pay thatamount.**ATTORNEYS’ FEES; EXPENSES.**Lender may hire an attorney to help collect this Note if Borrowerdoes not pay, and Borrower will pay Lender’s reasonable attorneys’ fees. Borrower also will payLender all other amounts Lender actually incurs as court costs, lawful fees for filing,recording, releasing to any public office any instrument securing this Note; the reasonable costactually expended for repossessing, storing, preparing for sale, and selling any security; andfees for noting a lien on or transferring a certificate of title to any motor vehicle offered assecurity for this Note, or premiums or identifiable charges received in connection with the saleof authorized insurance.**GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extentnot preempted by federal law, the laws of the State of Texas without regard to its conflicts oflaw provisions. This Note has been accepted by Lender in the State of Texas.****CHOICE OF VENUE.**If there is a lawsuit, and if the transaction evidenced by this Note occurredin Dallas County, Borrower agrees upon Lender’s request to submit to the jurisdiction of thecourts of Dallas County, State of Texas.**DISHONORED CHECK CHARGE.**Borrower will pay a processing fee of $25.00 if any check given byBorrower to Lender as a prepayment on this loan is dishonored.**RIGHT OF SETOFF.**To the extent permitted by applicable law, Lender reserves a right of setoff inall Borrower’s accounts with Lender (whether checking, savings, or some other account). Thisincludes all accounts Borrower holds jointly with someone else and all accounts Borrower mayopen in the future. However, this does not include any IRA or Keogh accounts, or any trustaccounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extentpermitted by applicable law, to charge or setoff all sums owing on the indebtedness against anyand all such accounts.**LINE OF CREDIT.**This Note evidences a revolving line of credit. Advances under this Note, may berequested orally by Borrower or as provided in this paragraph. All oral requests shall beconfirmed in writing on the day of the request. All communications, instructions, or directionsby telephone or otherwise to Lender are to be directed to Lender’s office shown above. Borroweragrees to be liable for at sums either: (A) advanced in accordance with the instructions of anauthorized person or (B) credited to any of Borrower’s accounts with Lender. The unpaidprincipal balance owing on this Note at any time may be evidenced by endorsements on thisNote or by Lender’s internal records, including daily computer print-outs. Lender willhave no obligation to advance funds under this Note if: (A) Borrower or any guarantor is indefault under the terms of this Note or any agreement that Borrower or any guarantor has withLender, including any agreement made in connection with the signing of this Note; (B) Borroweror any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims orotherwise attempts to limit, modify or revoke such guarantor’s guarantee of this Note or anyother loan with Lender; or (D) Borrower has applied funds provided pursuant to this Note forpurposes other than those authorized by Lender; or (E) Lender in good faith believes itselfinsecure. **This revolving line of credit shall not be subject to Ch. 346 of the Texas FinanceCode.****RENEWAL AND EXTENSION.**This Note is given in renewal and extension and not in novation of thefollowing described indebtedness: NOTE #6824.
 
 

 
**PROMISSORY NOTE****Loan No: 6824** **(Continued)** **Page 3****SUCCESSOR INTERESTS.**The terms of this Note shall be binding upon Borrower, and upon Borrower’sheirs, personal representatives, successors and assigns, and shall inure to the benefit ofLender and its successors and assigns.**GENERAL PROVISIONS.**NOTICE: Under no circumstances (and notwithstanding any other provisions ofthis Note) shall the interest charged, collected, or contracted for on this Note exceed themaximum rate permitted by law. The term “maximum rate permitted by law” as used in this Notemeans the greater of (a) the maximum rate of interest permitted under federal law or other lawapplicable to the indebtedness evidenced by this Note, or (b) the higher, as of the date of thisNote, of the “Weekly Ceiling” or the “Quarterly Ceiling” as referred to in Sections 303.002,303.003 and 303.006 of the Texas Finance Code. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Borrower does not agree or intend to pay, andLender does not agree or intend to contract for, charge, collect, take, reserve or receive(collectively referred to herein as “charge or collect”), any amount in the nature of interestor in the nature of a fee for this loan, which would in any way or event (including demand,prepayment, or acceleration) cause Lender to charge or collect more for this loan than themaximum Lender would be permitted to charge or collect by federal law or the law of the State ofTexas (as applicable). Any such excess interest or unauthorized fee shall, instead of anythingstated to the contrary, be applied first to reduce the principal balance of this loan, and whenthe principal has been paid in full, be refunded to Borrower. The right to accelerate maturityof sums due under this Note does not include the right to accelerate any interest which has nototherwise accrued on the date of such acceleration, and Lender does not intend to charge orcollect any unearned interest in the event of acceleration. All sums paid or agreed to be paidto Lender for the use, forbearance or detention of sums due hereunder shall, to the extentpermitted by applicable law, be amortized, prorated, allocated and spread throughout the fullterm of the loan evidenced by this Note until payment in full so that the rate or amount ofinterest on account of the loan evidenced hereby does not exceed the applicable usury ceiling.Lender may delay or forgo enforcing any of its rights or remedies under this Note without losingthem. Borrower and any other person who signs, guarantees or endorses this Note, to the extentallowed by law, waive presentment, demand for payment, notice of dishonor, notice of intent toaccelerate the maturity of this Note, and notice of acceleration of the maturity of this Note.Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, noparty who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shallbe released from liability. All such parties agree that Lender may renew or extend (repeatedlyand for any length of time) this loan or release any party or guarantor or collateral; orimpair, fail to realize upon or perfect Lender’s security interest in the collateral without theconsent of or notice to anyone. All such parties also agree that Lender may modify this loanwithout the consent of or notice to anyone other than the party with whom the modification ismade. The obligations under this Note are joint and several.**PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE.BORROWER AGREES TO THE TERMS OF THE NOTE.****BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.****BORROWER:**     **RBC LIFE SCIENCES USA, INC.**       **By:** **/s/ Steven E Brown** **Steven E. Brown, Vice President, CFO of**    RBC Life Sciences USA, Inc.