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     Any failure to pay any amount due hereunder, including payment of all amounts due hereunder atthe Maturity Date, or any failure to comply with any non-monetary obligation within ten (10) daysafter notice thereof, shall constitute an immediate “Event of Default”. Without limiting thegenerality of the foregoing, if an Event of Default occurs, then the Lender may, at its option,without further notice to or demand upon Borrower, declare immediately due and payable the entireprincipal balance hereof together with all accrued and unpaid interest thereon, plus any otheramounts then owing pursuant to this Note, whereupon the same shall be immediately due and payable.This option may be exercised at any time after any Event of Default has occurred and is continuing,and the acceptance of one or more payments from any person thereafter shall not constitute a waiverof this option of Lender.     If any Event of Default occurs, Borrower and its successors and assigns promise to pay allreasonable costs and expenses, including without limitation all attorneys’ fees and costs, incurredby the Lender hereof in collecting or attempting to collect the indebtedness under this Note,whether or not any action or proceeding is commenced.     Borrower covenants, represents and warrants that the proceeds of the loan evidenced by thisNote (the “Loan”) are intended to be used, and will at all times be used by Borrower exclusivelyfor commercial, investment or other business purposes and not for personal, family or householdpurposes. Borrower further represents and warrants that (a) it is a sophisticated investor withinthe meaning of Section 25102(f) of the California Corporations Code, (b) it is represented bycounsel and has read and understood the provisions of this Note and (c) one or more of itsdirectors, officers and controlling persons has a preexisting personal or business relationshipwith one or more of the directors, officers and controlling persons of Lender. Borrower furtheracknowledges and agrees that Lender would not enter into the loan evidenced by this Note withoutthe foregoing covenants, representations and warranties.     If any provisions hereof are for any reason and to any extent, invalid or unenforceable, thenneither the remainder of the document in which such provision is contained, nor the application ofthe provision to other persons, entities or circumstances, nor any other document referred toherein, shall be affected thereby, but instead shall be enforceable to the maximum extent permittedby law.     In the event the interest provisions hereof or any payments of interest (or any other paymentsdeemed under applicable law to be interest) provided for herein shall result for any reason at anytime in an effective rate of interest which transcends the limits of applicable law all sums inexcess of the amount permitted by applicable law, shall be deemed applied to the Principal Amountimmediately upon receipt of such monies by Lender, with the same force and effect as thoughBorrower had specifically designated such excess amounts to be so applied to the Principal Amountand Lender had agreed to accept such extra payment(s) as a premium-free prepayment. Any otherprovision of any of the Loan Documents to the contrary notwithstanding, in no event shall anypayment under any of the Loan Documents exceed the limits imposed by applicable law for the use ordetention of money or for forbearance in seeking its collection. In addition to the foregoing,Lender may at its sole option, to the maximum extent permitted under applicable law: (a)characterize any non-principal payment as an expense, fee or premium rather than as interest; (b)exclude voluntary prepayments and the effects thereof from the calculation of interest for usurypurposes; (c) spread the total amount of interest throughout
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the entire term ofthis Note so that the interest rate payable on this Note is uniform throughout the entire termof this Note; or (d) refund any amount which may be deemed to be interest in excess of the maximumrate permitted by applicable law.     No single or partial exercise of any power hereunder or under any other LoanDocument, shall preclude any other and further exercise thereof or the exercise of any other poweror remedy at law or in equity. In circumstances where Lender is entitled to exercise its remediesto realize upon the Collateral (as defined in the Pledge Agreement, Lender shall have the right toproceed against any portion of the Collateral in such order and in such manner as Lender may deemfit, without waiving any rights with respect to any other portion of the Collateral. No delay oromission on the part of Lender in exercising any right hereunder shall operate as a waiver of suchright or of any other right under this Note. Borrower agrees that Lender’s acceptance of anypartial payment of any sums due under this Note or under any other Loan Documents or Lender’somission or delay in exercising any right it may have hereunder or otherwise, shall not constitutea cure of Borrower’s default in making the full payment due, an accord and satisfaction of any suchobligation, or a waiver of any rights and remedies of Lender whatsoever in connection therewith.     Borrower and any endorsers or guarantors and all other persons liable or to become liable onthis Note: (a) except as specifically provided otherwise in any of the Loan Documents, waivepresentment, protest and demand, notice of protest, demand and dishonor and nonpayment of thisNote, and, to the fullest extent permitted by applicable law, all other statutory requirements ofnotice or demand; (b) consent to any and all renewals and extensions in the time of payment hereof;(c) agree that at any time and from time to time without notice, the terms of payment herein may bemodified or the Collateral released in whole or in part, or increased, changed or exchanged byagreement between Lender and any owner of the Collateral without in anywise affecting the liabilityof any party to this Note or any person liable or to become liable with respect to any indebtednessevidenced hereby; and (d) waive, to the fullest extent permitted by applicable law, the right toplead any and all statutes of limitations as a defense to any demand on this Note, or any guarantyhereof, or any agreement to pay the same, or any and all obligations or liabilities arising out ofor in connection with this Note or the other Loan Documents.Borrower’sInitials:JF                       This Note shall be governed by and construed in accordance with the laws of the State ofCalifornia. The obligations of Borrower under this Note shall be binding upon the undersigned andits successors, trustees, representatives, administrators, heirs, and assigns.     This Note, together with the other Loan Documents, constitute the entire agreement betweenBorrower and Lender with respect to the loan evidenced and secured by the Loan Documents. Allunderstandings and agreements, oral or written, shall be deemed merged into the Loan Documents,which, taken together, shall alone fully and completely express the agreement between the partieswith respect to the loan evidenced and secured by the Loan Documents.
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     IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed the day and year firstabove written.      Borrower: