EX-10.19






Exhibit 10.19




					
	 	 	 	 	 
	                BUSINESS 

W. B. A.    451 (1)/03    F11221

           
    ©Wisconsin Bankers Association 2003
	 	BUSINESS
NOTE

(Use only for business purpose loans)
	 	






	 	 	 	 	 	 	 	 	 
	NATIONAL INVESTMENT SERVICES, INC.	 	SEPTEMBER 22, 2004	 	 	$ 950,000.00	 
	(MAKER)
	 	(DATE)	 	 	 	 






1.
Promise to Pay and Payment Schedule. The undersigned
(“Maker,” whether one or
more) promises to pay to the order of PARK BANK (“Lender”)
at 330 E.
KILBOURN, MILWAUKEE 53202, Wisconsin, the sum of $
950,000.00:



[Check
(a), (b), (c) or (d); only one shall apply.]




	 	 	 
	(a) þ

	 	Single Payment. In one
payment on demand, PLUS Interest payable as set forth below unless
interest is shown on line 4 at the bottom of this Note.
	 
	 	 
	(b) o

	 	Installments of Principal and Interest. In n/a equal payments of $
n/a due on n/a,
and on o the same day(s) of
each n/a month thereafter o
every 7th day thereafter o every 14th day
thereafter, PLUS a final payment of the unpaid balance and
accrued interest due on n/a, all subject to
modification as set forth
in 2(b) below if applicable. All payments include principal and interest.
	 
	 	 
	(c) o

	 	Installments of Principal.
In n/a equal payments of principal of $ n/a due on
n/a
and on o the same day(s) of
each n/a month thereafter o
every 7th day thereafter o every 14th day
thereafter, PLUS a final payment of the unpaid principal due on
n/a, PLUS interest payable as set forth below.
	 
	 	 
	(d) o

	 	Other. n/a.





2.
Interest Calculation. if the amount of interest is not shown on line 4 below, this Note
bears interest on the unpaid principal balance before maturity: 

[Check (a) or (b) a complete
line 4 below; only one shall apply.]




	 	 	 
	(a) o

	 	Fixed Rate. At the annual
rate of n/a %.
	 
	(b) þ

	 	Variable Rate. At the annual
rate (“Note Rate”) which shall equal the Index Rate (as defined
below), þ plus
o minus 0.000 percentage points, but not less than n/a % per year, and the Note Rate shall be adjusted as provided below. The Index Rate is:
	 
	 

	 	þ
The prime rate o The reference rate o The
base rate adopted by þ Lender o n/a from time to time as its base or reference rate for interest
rate determinations. The Index Rate may or may not be the lowest rate charged by Lender.
	 
	 	 
	 

	 	o n/a 
	 
	 	 
	 

	 	The initial Note Rate is
4.750 % per year. An adjustment in the Note Rate will result in an
Increase or decrease In (1) þ the amount of each
payment of interest, (2) o the
amount of the final payment, (3) o the number of scheduled
periodic payments sufficient to repay this Note in
substantially equal payments, (4) o the amount of each remaining payment of principal and
interest so that those remaining payments will be
substantially equal and sufficient to repay this Note by its scheduled maturity date, (5) o
the amount of each remaining payment of principal and
interest (other than the final payment) so that those remaining
payments will be
substantially equal and sufficient to repay this Note by its scheduled
maturity data based on the original amortization schedule used by Lender, plus the final
payment of principal and interest, or (6) o  n/a  n/a
	 
	 	 
	 

	 	In addition, lender is authorized to change the amount of periodic payments if and to the
extent necessary to pay in full all accrued interest owing on
this Note. The Maker agrees to pay any resulting payments or amounts. The Note Rate shall
be adjusted only on the following change dates:
o the first day of each month
o each scheduled payment date
þ as and when the Index Rate
changes o  n/a  n/a.






Interest
is computed:




	 	 	 
	(c) þ

	 	For the actual number of days principal is unpaid on the basis of þ a 360 day
year (which means that the stated interest rate will be divided by 360 days to arrive at a
daily interest rate, and the daily interest rate will be applied to the unpaid principal for the actual
number of days principal is unpaid up to 365 days in a calendar
year and 366 days in a leap
year) o a 365 day year.
	 
	 	 
	(d) o

	 	For the number of days principal is unpaid on the basis of a 360 day year, counting
each day as 1/30th of a month and disregarding differences in lengths
of months and years.





Unpaid principal and interest bear interest after maturity until paid (whether by acceleration or
lapse of time) at the rate þ which
would otherwise be applicable under (b) above plus 3.000
percentage points o of n/a % per year, computed on the same basis as the interest rate before
maturity.



3.
Interest Payment. Interest is payable on OCTOBER 15, 2004, and on þ the same day of each
succeeding month thereafter, o every 7th day thereafter, o every 14th day thereafter,
and at maturity, or, if box 1(b) is checked, at the times so indicated.



4.
Other Charges. If any payment (other than the final payment ) is
not made on or before the 5th day after its due date, Lender may collect a delinquency charge of
$50.00 Maker agrees to pay a
charge of $15.00 for each check presented for payment under
this Note which is returned
unsatisfied.



5.
Prepayment. Full on partial prepayment of this Note þ is permitted at any time without
penalty o n/a.




THIS NOTE INCLUDES ADDITIONAL PROVISIONS ON REVERSE SIDE.




THIS IS A
RENEWAL AND INCREASE OF A NOTE DATED
SEPTEMBER 11, 2002.




	 	 	 	 	 	 	 
	 

	 	 	 	NATIONAL INVESTMENT SERVICES, INC.
 

	 	(SEAL)
	 
	 	 	 	 	 	 
	 

	 	 	 	CORPORATION	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Type of Organization)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	BY: /s/ Larry H. Haslee
 

	 	(SEAL)
	 

	 	 	 	LARRY H. HASLEE               
                     
                     VICE-PRESIDENT	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	(SEAL)
	 

	 	 	 	 

	 	 
	Inapplicable unless
filled in (use for add-on loans only).	 	 	 	(SEAL) 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	1. Loan Proceeds

	$ 	n/a	 	 	 	 
	 

	 	 

	 	 	 	
	2. Cr. Life Ins. Charge

	 	n/a
	 	 

	 	(SEAL)
	 

	 	 

	 	 
	 	 
	3. Cr. A & S Ins. Charge

	 	n/a	 	 	 	 
	 

	 	 

	 	 	 	 
	4. Interest (Add-on)

	 	n/a
 
	 	777 E. WISCONSIN AVE STE 250	 	 
	 

	 	 	 	 	 	 
	 
	5.

	 	n/a	 	 	 	 
	 

	 	 

	 	 	 	 
	6.
Face Amount Of Note

	$ 	n/a	 	MILWAUKEE, WI 53202-5300	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(ADDRESS)
                    (PHONE)	 	 
	 

	 	 	 	
	 	 






FOR LENDER CLERICAL USE ONLY




If
checked, insert applicable repayment restrictions and
penalties.
If credit life or accident and sickness insurance is
requested, a WBA 450 may be required.




	 	 	 	 	 	 	 	 
	 
	 	 	 	 	KIM D. SCHAFFER
	 
	 	 	 	 	LOAN
OFFICER



















 






     ADDITIONAL PROVISIONS



     6. Default and Enforcement. Upon the occurrence of any one or more of the following events
of default: (a) Maker fails to pay any amount when due under this Note or under any other
instrument evidencing any indebtedness of Maker to Lender, (b) any representation or warranty
made under this Note or information provided by Maker to Lender in connection with this Note is
or was false or fraudulent in any material respect, (c) a material adverse change occurs in
Maker’s financial condition, (d) Maker fails to timely observe or perform any of the covenants
or duties contained in this Note, (e) any guarantee of Maker’s obligations under this Note is
revoked or becomes unenforceable for any reason, (f) Maker, Maker’s spouse or a surety or
guarantor of this Note dies or ceases to exist, (g) an event of default occurs under any
agreement securing this Note, or (h) Lender at any time believes in good faith that the prospect
of payment or performance under this Note, under any other instrument evidencing any
indebtedness of Maker to Lender or under any agreement securing this
Note is impaired, then the
unpaid balance shall, at the option of Lender, without notice, mature and become immediately
payable. The unpaid balance shall automatically mature and become immediately payable in the
event any Maker or any surety, indorser or guarantor for any of Maker’s Obligations under this
note becomes the subject of bankruptcy or other insolvency proceedings. Lander’s receipt of any
payment on this Note after the occurrence of an event of default shall not constitute a waiver
of the default or the Lender’s rights and remedies upon such default. To the extent not
prohibited by law, Maker consents that venue for any legal proceeding relating to collection of
this Note shall be, at Lender’s option, the county in which Lender has its principal office in
this state, the county in which any Maker resides or the county in which this Note was executed
and Maker submits to the jurisdiction of any such court.



     7. Security. This Note is secured by all existing and future security agreements and
mortgages between Lender and Maker, between Lender and any indorser or guarantor of this Note,
and between Lender and any other person providing collateral security for Maker’s obligations,
and payment may be accelerated according to any of them. Unless a lien would be prohibited by
law or would render a nontaxable account taxable, Maker grants to Lender a security interest and
alien in any deposit account Maker may at any time have with Lender. Lender may, at any time
after an occurrence of an event of default, without notice of demand, set-off against any
deposit balance or other money now or hereafter owed any Maker by Lender any amount unpaid under
this Note.



     8. Rights of Lender. Without affecting the liability of any Maker, indorser, surety, or
guarantor, Lender may, without notice, accept partial payments, release or impair any collateral
security for the payment of this Note or agree not to sue any party liable on it. Lender may
apply prepayments, if permitted, to such future installments, as it elects. Lender may without
notice to Maker apply payments made by or for Maker to any obligations of Maker to Lender.
Without affecting the ability of any indorser, surety or guarantor, Lender may from time to
time, without notice, renew or extend the time for payment.



     9. Obligations and agreements of Maker. The obligations under this Note of all Makers are
joint and several. All Makers, endorsers, sureties, and guarantors agree to pay all costs of
collection before and after judgment, including reasonable attorneys’ fees (including those
incurred in successful defense or settlement of any counterclaim brought by Maker or incident
to any action or proceeding involving Maker brought pursuant to the United States Bankruptcy
Code) and waive presentment, protest, demand and notice of dishonor. Maker agrees to indemnify
and hold harmless Lender, Its directors, officers, employees and agents, for, from and against
any and all claims, damages, judgments, penalties, and expenses, including reasonable attorneys’
fees, arising directly or indirectly from credit extended under this Note or the activities of
Maker. This Indemnity shall survive payment of this Note. Each Maker acknowledge that Lender
has not made any representations or warranties with respect to, and that Lender does not assume
any responsibility to Maker for, the collectability or enforceability of this Note or the
financial condition of any Maker. Each Maker has independently determined the collectability and
enforceability of this Note. Maker represents that the legal name of Maker and the address of
Maker’s principal residence are as set forth on the reverse side. Maker shall not change his
legal name or address without providing at least 30 days prior written notice of the change to
Lender.



     10. Interpretation. This Note is intended by Maker and Lender as a final expression of this
Note and as a complete and exclusive statement of its terms, there being no conditions to the
enforceability of this Note. This Note may not be supplemented or modified except in writing.
This Note benefits Lender, its successors and assigns, and binds Maker and Maker’s heirs,
personal representatives, successors and assigns. The validity, construction and enforcement
of this Note are governed by the internal laws of Wisconsin. Invalidity or unenforceability of
any provision of this Note shall not affect the validity or enforceability of any other
provisions of this Note.



INTEREST




					
	 
	PAID TO
	 	$ ____
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MO.	 	DAY	 	 	YR.	 	 	DATES PAID	 	 	INITIALS	 	 	INTEREST	 	 	PRINCIPAL	 	 	BALANCE DUE