dover_1012g-ex0405.htm

EXHIBIT
4.5


    


    NOTE

     

    
    

     

    
      	$6,250.00  	
              July 18,
      2008

            


    

     

                                                                                                                 

    FOR
VALUES RECEIVED on February 5, 2008 of Six Thousand Dollars ($6,000.00) and July
15, 2008 of Two Hundred Fifty Dollars ($250.00), the undersigned DOVER HOLDING
CORPORATION, a Delaware' corporation, having an address at 1818 North Farwell
Avenue, Milwaukee, Wisconsin 53202 (hereinafter referred to as "Borrower")
hereby promises to pay to the order of IRREVOCABLE CHILDREN'S TRUST NO.2
(hereinafter referred to as "Payee", Payee and its successors and assigns being
referred to as "Holder") at 1818 North Farwell Avenue, Milwaukee, Wisconsin
53202, or at such other place as Holder may from time to time designate to
Borrower in writing, the principal sum of Six Thousand Two Hundred Fifty Dollars
($6,250.00), on the unpaid principal balance thereof at the rate and on the
terms hereinafter set forth, together with interest thereon at the rate of 8%
per annum on any unpaid balance, to be paid in lawful money of the United States
of America, as follows:

    


    1.  Maturity. The term
"Maturity" shall mean July 31, 2009.

    


    All
payments made hereunder shall be applied to payment of the reduction of the
outstanding principal.

    


    This Note
may be prepaid, in whole or in part, at any time, without premium or penalty of
any kind. Any partial prepayment shall be applied to the last installments due
under the terms of this Note and shall not reduce monthly payments due
hereunder.

    


    To the
fullest extent permitted by law, Borrower and each endorser and guarantor of
this Note, for itself and themselves and their respective heirs, personal
representatives, successors and assigns, hereby jointly and severally: (a) waive
notice of maturity, demand, presentment for payment, diligence in collection,
and notice of non-payment and protest; (b) waive all applicable execution,
valuation, and appraisal rights with respect to any demand or action on this
Note; (c) consent and agree to any extension of time, whether one or more, for
the payment hereof and/or to any and all renewals hereof; and (d) consent and
agree that Holder may release any party liable for the payment hereof, and
otherwise amend this Note, and that any such extension, release, or amendment
may be without notice to and without discharging or effecting the liability of
any party liable hereunder.

    


    Borrower
and each endorser and guarantor of this Note, for itself and themselves and
their respective heirs, personal representatives, successors and assigns, hereby
agree that if this Note is placed in the hands of an attorney for collection or
to defend or enforce any of
the rights of Holder, then Borrower and each endorser and guarantor hereof shall
be jointly and severally obligated to pay, in addition to any and all costs and
disbursement otherwise allowed, all costs and expenses, including, but not
limited to reasonable attorney's fees incurred by Holder in connection
therewith, whether or not suit is filed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If any
term, covenant or condition of this Note or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, then
the remainder of this Note, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby. Each term, covenant, and
condition of this Note shall be valid and enforceable to the fullest extent
permitted by law. This Note shall be governed, in all respects, by the internal
laws of the State of Wisconsin.

    


    IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed, under seal,
and delivered in Milwaukee, Wisconsin, as of the day and year first above
written.

     

    
    

     

    
      	 	_________________________ 
	 	David M. Marks,
      President  
	 	Dover Holding
      Corporation