Exhibit 10.17


revolving
creditNOTE


	$50,000.00	May 10, 2006


 


FOR VALUE RECEIVED,
NCM FINANCIAL, LLC. a Texas Limited Liability Company, (“Borrower”), having an address at 9726 Windham
Drive, Dallas, TX 75243, hereby promises to pay to the order of Michael A. Noel, (together with any subsequent holders of this
Note, “Lender”), as hereinafter provided, the principal sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00),
or so much thereof as may be advanced by Lender from time to time hereunder to or for the benefit or account of Borrower, (as hereinafter
defined), and otherwise in strict accordance with the terms and provisions hereof.


1.                 
DEFINITIONS


1.1.           
Definitions. As used in this Note, the following terms shall have the following meanings:


“Applicable
Rate” means 0.00 percent (0.0% per annum).


 


“Business
Day” means (a) for all purposes, a weekday, Monday through Friday, except a legal holiday or a day on which banking
institutions in Dallas, Texas are authorized or required by law to be closed. Unless otherwise provided, the term “days”
when used herein means calendar days.


“Charges”
means all fees, charges and/or any other things of value, if any, contracted for, charged, taken, received or reserved by Lender
in connection with the transactions relating to this Note, which are treated as interest under applicable law.


“Debtor
Relief Laws” means Title 11 of the United States Code, as now or hereafter in effect, or any other applicable law,
domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization,
arrangement or composition, extension or adjustment of debts, or similar laws affecting the rights of creditors.


“Default
Interest Rate” means a rate per annum equal to the six percent (6%), but in no event in excess of the Maximum Rate.


“Event
of Default” shall mean Borrower’s non-performance of its obligations as provided in this Note.


“Maturity
Date” means April 30, 2007, subject, however, to the right of acceleration as herein provided; provided, however,
this Note shall continue in force and effect for consecutive periods of 364 days each unless (i) an Event of Default exists, in
which event this Note shall not be renewed beyond the then existing Maturity Date; or (ii) Lender provides written notice to Borrower
advising Borrower that the term of the Note will terminate 364 days from the date of such written notice, in which case this Note
shall terminate at the end of such 364-day period.



    	 



    	 



    




“Maximum
Rate” means, at all times, the maximum rate of interest which may be charged, contracted for, taken, received or
reserved by Lender in accordance with applicable Texas law (or applicable United States federal law to the extent that such law
permits Lender to charge, contract for, receive or reserve a greater amount of interest than under Texas law). The Maximum Rate
shall be calculated in a manner that takes into account any and all fees, payments, and other charges that constitute interest
under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change
in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate.


“Note
Rate” means the rate equal to the lesser of (a) the Maximum Rate or (b) the Applicable Rate.


“Payment
Date” means the first day of each and every calendar month during the term of this Note.


1.2.           
Rules of Construction. Any capitalized term used in this Note and not otherwise defined herein shall have the meaning
ascribed to such term in the Credit Agreement. All terms used herein, whether or not defined in Section 1.1
hereof, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular
or plural in nature, as the context may suggest or require. All personal pronouns used herein, whether used in the masculine, feminine
or neutral gender, shall include all other genders; the singular shall include the plural and vice versa.


2.                 
PAYMENT TERMS


2.1.           
Payment of Principal and Interest; Revolving Nature. All accrued but unpaid interest
on the principal balance of this Note outstanding from time to time shall be payable on each Payment Date. The then outstanding
principal balance of this Note and all accrued but unpaid interest thereon shall be due and payable on the Maturity Date. Borrower
may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow,
subject to all of the limitations, terms and conditions of the Credit Agreement; provided, however, that the total outstanding
borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this
Note at any time shall be the total amount advanced hereunder by Lender less the amount of principal payments made hereon by or
for Borrower, which balance may be endorsed hereon from time to time by Lender or otherwise noted in Lender’s records, which
notations shall be, absent manifest error, conclusive evidence of the amounts owing hereunder from time to time.


2.2.           
Application. Lender may, at the sole option of Lender, apply payments on this Note at any time and from time to time,
to any of the following items without regard to priority: (a) the payment or reimbursement of any expenses, costs or obligations
(other than the outstanding principal balance hereof and interest hereon) for which either Borrower shall be obligated or Lender
shall be entitled pursuant to the provisions of this Note; (b) the payment of accrued but unpaid interest hereon; and (c) the
payment of all or any portion of the principal balance hereof then outstanding hereunder, in either direct or inverse order of
maturity.



    	 



    	 



    




2.3.           
Payments. All payments under this Note made to Lender shall be made in immediately available funds at 9726 Windham
Drive, Dallas, Texas 75243 (or at such other place as Lender, in Lender’s sole discretion, may have established by delivery
of written notice thereof to Borrower from time to time), without offset, in lawful money of the United States of America, which
shall at the time of payment be legal tender in payment of all debts and dues, public and private. Payments by check or draft shall
not constitute payment in immediately available funds until the required amount is actually received by Lender in full. Payments
in immediately available funds received by Lender in the place designated for payment on a Business Day prior to 11:00 a.m. (Dallas,
Texas time) at such place of payment shall be credited prior to the close of business on the Business Day received, while payments
received by Lender on a day other than a Business Day or after 11:00 a.m. (Dallas, Texas time) on a Business Day shall not be credited
until the next succeeding Business Day. If any payment on this Note shall become due and payable on a day other than a Business
Day, then such payment shall be made on the next succeeding Business Day. Any such extension of time for payment shall be included
in computing interest which has accrued and shall be payable in connection with such payment.


2.4.           
Intentionally deleted.


2.5.           
Computation Period. Interest on the indebtedness evidenced by this Note shall be computed on the basis of a three
hundred sixty (360) day year and shall accrue on the actual number of days elapsed for any whole or partial month in which interest
is being calculated. In computing the number of days during which interest accrues, the day on which funds are initially advanced
shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless
repayment is credited prior to the close of business on the Business Day received as provided in Section 2.3
hereof. Each determination by Lender shall be conclusive and binding for all purposes, absent manifest error.


2.6.           
Prepayment. Borrower shall have the right to prepay, at any time and from time to time upon at least five (5) Business
Days prior written notice to Lender, without fee, premium or penalty, all or any portion of the outstanding principal balance hereof;
provided, however, that such prepayment shall also include any and all accrued but unpaid interest on the amount of principal being
so prepaid through and including the date of prepayment. Prepayments of principal shall be applied, at the option of Lender, in
either direct or inverse order of maturity. Prepayment in full shall consist of payment of the remaining unpaid principal balance
together with all accrued and unpaid interest and all other amounts, costs and expenses for which Borrower is responsible under
this Note or any other agreement with Lender pertaining to the loan evidenced by this Note, and in no event will Borrower ever
be required to pay any unearned interest. Early payments will not, unless agreed in writing, relieve Borrower of Borrower’s
obligation to continue to make payments under the above payment schedule. If this Note is prepaid in full, then any commitment
of Lender to make a further advance shall automatically terminate and be of no further force or effect. Upon a prepayment in full,
points, if any, are not refundable, except and to the extent the total interest and points for the time the loan evidenced by this
Note is outstanding would exceed the maximum interest allowed by law at the time of prepayment.




    	 



    	 



    

 


2.7.           
Unconditional Payment. Borrower is and shall be obligated to pay all principal, interest and any and all other amounts
which become payable under this Note absolutely and unconditionally and without any abatement, postponement, diminution or deduction
whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time any payment received by Lender hereunder
shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Debtor
Relief Law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof
to Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain
a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately
due and payable upon demand.


2.8.           
Partial or Incomplete Payments. Remittances in payment of any part of this Note other than in the required amount
in immediately available funds at the place where this Note is payable shall not, regardless of any receipt or credit issued therefor,
constitute payment until the required amount is actually received by Lender in full in accordance herewith and shall be made and
accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the
collecting bank or banks. Acceptance by Lender of any payment in an amount less than the full amount then due shall be deemed an
acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default in
the payment of this Note.


2.9.           
Default Interest Rate. For so long as any Event of Default exists under this Note, regardless of whether or not there
has been an acceleration of the indebtedness evidenced by this Note, and at all times after the maturity of the indebtedness evidenced
by this Note (whether by acceleration or otherwise), and in addition to all other rights and remedies of Lender hereunder, interest
shall accrue on the outstanding principal balance hereof at the Default Interest Rate, and such accrued interest shall be immediately
due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine Lender’s actual
damages resulting from any late payment or Event of Default, and such late charges and accrued interest are reasonable estimates
of those damages and do not constitute a penalty


2.10.       
Late Charge.  At the option of Lender, Borrower will pay Lender, on demand, (i) a “late charge”
equal to five percent (5%) of the amount of any installment on this Note when such installment is not paid within ten (10) days
following the date such installment is due and (ii) a processing fee in the amount of $30.00 for each check which is provided
to Lender by Borrower in payment for an obligation owing to Lender under any Loan Document but is returned or dishonored for any
reason, in order to cover the additional expenses involved in handling delinquent and returned or dishonored payments.


2.11.       
Change. If Lender determines that the amount of capital required or expected to be maintained by Lender or any entity
controlling Lender, is increased as a result of a Change, then, within ten (10) days of demand by Lender, Borrower shall pay to
Lender the amount necessary to compensate Lender for any shortfall in the rate of return on the portion of such increased capital
that Lender determines is attributable to this Note or the principal amount outstanding hereunder (after taking into account Lender’s
policies as to capital adequacy).



    	 



    	 



    




3.                 
EVENT OF DEFAULT AND REMEDIES


3.1.           
Remedies. Upon the occurrence of an Event of Default, Lender shall have the right to exercise any rights and
remedies set forth in this Note.


3.2.           
WAIVERS. BORROWER AND ANY ENDORSERS OR GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH PRESENTMENT FOR PAYMENT,
DEMAND, NOTICE OF NONPAYMENT OR NONPERFORMANCE, PROTEST, NOTICE OF PROTEST, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION
OR ANY OTHER NOTICES OR ANY OTHER ACTION. BORROWER AND ANY ENDORSERS OR GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH, TO THE
FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO THE BENEFITS OF ANY MORATORIUM, REINSTATEMENT, MARSHALING, FORBEARANCE, VALUATION,
STAY, EXTENSION, REDEMPTION, APPRAISEMENT, EXEMPTION AND HOMESTEAD NOW OR HEREAFTER PROVIDED BY THE CONSTITUTION AND LAWS OF THE
UNITED STATES OF AMERICA AND OF EACH STATE THEREOF, BOTH AS TO ITSELF AND IN AND TO ALL OF ITS PROPERTY, REAL AND PERSONAL, AGAINST
THE ENFORCEMENT AND COLLECTION OF THE OBLIGATIONS EVIDENCED BY THIS NOTE.


4.                 
GENERAL PROVISIONS


4.1.           
No Waiver; Amendment. No failure to accelerate the indebtedness evidenced by this Note by reason of an Event of Default
hereunder, acceptance of a partial or past due payment, or indulgences granted from time to time shall be construed (a) as
a novation of this Note or as a reinstatement of the indebtedness evidenced by this Note or as a waiver of such right of acceleration
or of the right of Lender thereafter to insist upon strict compliance with the terms of this Note, or (b) to prevent the exercise
of such right of acceleration or any other right granted under this Note, or by any applicable laws. Borrower hereby expressly
waives and relinquishes the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which
would produce a result contrary to or in conflict with the foregoing. The failure to exercise any remedy available to Lender shall
not be deemed to be a waiver of any rights or remedies of Lender under this Note, or at law or in equity. No extension of the time
for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the
payment of this Note, shall operate to release, discharge, modify, change or affect the original liability of Borrower under this
Note, either in whole or in part, unless Lender specifically, unequivocally and expressly agrees otherwise in writing.


4.2.           
Interest Provisions.


(a)               
Savings Clause. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply
strictly with the applicable Texas law governing the Maximum Rate or amount of interest payable on the indebtedness evidenced by
this Note and the Related Indebtedness (or applicable United States federal law to the extent that it permits Lender to contract
for, charge, take, reserve or receive a




    	 



    	 



    

 


greater amount
of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any amount (i) contracted
for, charged, taken, reserved or received pursuant to this Note, or any other communication or writing by or between Borrower and
Lender related to the transaction, (ii) contracted for, charged, taken, reserved or received by reason of Lender’s exercise
of the option to accelerate the maturity of this Note and/or the Related Indebtedness, or (iii) Borrower will have paid or
Lender will have received by reason of any voluntary prepayment by Borrower of this Note and/or the Related Indebtedness, then
it is Borrower’s and Lender’s express intent that all amounts charged in excess of the Maximum Rate shall be automatically
canceled, ab initio, and all amounts in excess of the Maximum Rate theretofore collected by Lender shall be credited on the principal
balance of this Note and/or the Related Indebtedness (or, if this Note and all Related Indebtedness have been or would thereby
be paid in full, refunded to Borrower), and the provisions of this Note shall immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with
the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided,
however, that if this Note has been paid in full before the end of the stated term of this Note, then Borrower and Lender agree
that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an
amount in excess of the Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against
this Note and/or any Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent
to any claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable
detail of the nature and amount of the violation, and Lender shall have sixty (60) days after receipt of such notice in which to
correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against
this Note and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved or
received by Lender for the use, forbearance or detention of any debt evidenced by this Note and/or the Related Indebtedness shall,
to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of this
Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate
or amount of interest on account of this Note and/or the Related Indebtedness does not exceed the Maximum Rate from time to time
in effect and applicable to this Note and/or the Related Indebtedness for so long as debt is outstanding. Notwithstanding anything
to the contrary contained herein, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued
at the time of such acceleration or to collect unearned interest at the time of such acceleration.


(b)              
Ceiling Election. To the extent that Lender is relying on Chapter 303 of the Texas Finance Code to determine the
Maximum Rate payable on the Note and/or any other portion of the Obligations, Lender will utilize the weekly ceiling from time
to time in effect as provided in such Chapter 303, as amended. To the extent United States federal law permits Lender to contract
for, charge, take, receive or reserve a greater




    	 



    	 



    

 


amount of interest
than under Texas law, Lender will rely on United States federal law instead of such Chapter 303 for the purpose of determining
the Maximum Rate. Additionally, to the extent permitted by applicable law now or hereafter in effect, Lender may, at its option
and from time to time, utilize any other method of establishing the Maximum Rate under such Chapter 303 or under other applicable
law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in effect.


4.3.           
WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE)
ARISING OUT OF OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT
THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 4.3.


4.4.           
GOVERNING LAW; VENUE; SERVICE OF PROCESS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS UNDER FEDERAL LAW. THIS AGREEMENT HAS BEEN ENTERED INTO
IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LAWSUIT,
ACTION, OR PROCEEDING THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED
THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OF THIS NOTE SHALL BE BROUGHT IN
A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY
(A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY
NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREE THAT SERVICE OF PROCESS UPON
IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE ADDRESS REFERENCED ON THE SIGNATURE PAGE OF THE
CREDIT AGREEMENT.


4.5.           
Relationship of the Parties. Notwithstanding any prior business or personal relationship between Borrower and Lender,
or any officer, director or employee of Lender, that




    	 



    	 



    

 


may exist or have existed, the relationship
between Borrower and Lender is solely that of debtor and creditor, Lender has no fiduciary or other special relationship with Borrower,
Borrower and Lender are not partners or joint venturers, and no term or condition of any of this Note shall be construed so as
to deem the relationship between Borrower and Lender to be other than that of debtor and creditor.


4.6.           
Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of Borrower
and Lender and their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, whether by
voluntary action of the parties, by operation of law or otherwise, and all other persons claiming by, through or under them. The
terms “Borrower” and “Lender” as used hereunder shall be deemed to include their respective heirs, executors,
legal representatives, successors, successors-in-title and assigns, whether by voluntary action of the parties, by operation of
law or otherwise, and all other persons claiming by, through or under them.


4.7.           
Time is of the Essence. Time is of the essence with respect to all provisions of this Note.


4.8.           
Headings. The Section and Subsection titles hereof are inserted for convenience of reference only and shall in no
way alter, modify, define, limit, amplify or be used in construing the text, scope or intent of such Sections or Subsections or
any provisions hereof.


4.9.           
Controlling Agreement. In the event of any conflict between the provisions of this Note and the Credit Agreement,
it is the intent of the parties hereto that the provisions of the Credit Agreement shall control. In the event of any conflict
between the provisions of this Note (other than the Credit Agreement), it is the intent of the parties hereto that the provisions
of this Note shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the
negotiation, drafting and execution of this Note and that this Note shall not be subject to the principle of construing their meaning
against the party which drafted same.


4.10.       
Notices. Whenever any notice is required or permitted to be given under the terms of this Note, the same shall be
given in accordance with the Deed of Trust.


4.11.       
Severability. If any provision of this Note or the application thereof to any person or circumstance shall, for any
reason and to any extent, be invalid or unenforceable, then neither the remainder of this Note nor the application of such provision
to other persons or circumstances nor the other instruments referred to herein shall be affected thereby, but rather shall be enforced
to the greatest extent permitted by applicable law.


4.12.       
Right of Setoff. In addition to all Liens upon and rights of setoff against the money, securities, or other property
of Borrower given to Lender that may exist under applicable law, Lender shall have and Borrower hereby grants to Lender a Lien
upon and a right of setoff against all money, securities, and other property of Borrower, now or hereafter in possession of or
on deposit with Lender, whether held in a general or special account or deposit, for safe-




    	 



    	 



    

 


keeping or otherwise, and every such
Lien and right of setoff may be exercised without demand upon or notice to Borrower. No Lien or right of setoff shall be deemed
to have been waived by any act or conduct on the part of Lender, or by any neglect to exercise such right of setoff or to enforce
such Lien, or by any delay in so doing, and every right of setoff and Lien shall continue in full force and effect until such right
of setoff or Lien is specifically waived or released by an instrument in writing executed by Lender.


4.13.       
Costs of Collection. If any holder of this Note retains an attorney-at-law in connection with any Event of Default
or at maturity or to collect, enforce, or defend this Note or any part hereof, or any other Loan Document in any lawsuit or in
any probate, reorganization, bankruptcy or other proceeding, or if Borrower sues any holder in connection with this Note or any
other Loan Document, then Borrower agrees to pay to each such holder, in addition to the principal balance hereof and all interest
hereon, all costs and expenses of collection or incurred by such holder or in any such suit or proceeding, including, but not limited
to, reasonable attorneys’ fees.


4.14.       
Statement of Unpaid Balance. At any time and from time to time, Borrower will furnish promptly, upon the request
of Lender, a written statement or affidavit, in form satisfactory to Lender, stating the unpaid balance of the indebtedness evidenced
by this Note and the Related Indebtedness and that there are no offsets or defenses against full payment of the indebtedness evidenced
by this Note and the Related Indebtedness and the terms hereof, or if there are any such offsets or defenses, specifying them.


4.15.       
FINAL AGREEMENT. THIS NOTE REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


[Remainder of Page Intentionally
Left Blank

Signature Page Follows]




    	 



    	 



    

IN WITNESS WHEREOF,
Borrower, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above.


BORROWER:


NCM FINANCIAL,
LLC.


 


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Michael Noel	 	President	 	May 10, 2006
	Michael Noel