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Exhibit 4.1




EXHIBIT D




FORM OF NON-NEGOTIABLE PROMISSORY NOTE




     THIS NOTE is made in Morton Grove, Illinois as of this ___ day of                     , 2006, in
the principal amount of            
                
               
                
    Dollars ($          
          )
(the “Principal Sum”).



     1. Recitals.



          (a) This Note is made by                                          (“Maker”), and is payable to
                                         (“Payee”). The loan by Payee to Maker is in partial payment for the purchase
of stock in                      , a                      corporation (“                    ”), pursuant to the
terms of that certain Stock Purchase Agreement (the “Purchase Agreement”) with an effective




          (b) This Note is secured by that certain (i)                      Letter of Credit and (ii)
Control Agreement in accordance with the terms thereof and the terms of the Purchase Agreement
which are hereby incorporated herein.




     2. Payments of Principal and Interest.



          (a) Maker hereby promises to pay to Payee the Principal Sum, in lawful money of the
United States of America, and to pay interest on the balance of principal from time to time
outstanding and unpaid hereon from the date hereof until the final maturity hereof (whether by
lapse of time, acceleration or otherwise) at the per annum rate of interest equal to the “prime
rate” of interest quoted from time to time by the Wall Street Journal as the base rate on corporate
loans at large United States money center commercial banks, provided however that in the event that
the Wall Street Journal ceases quoting a “prime rate” of the type described, “prime rate” shall
mean JP Morgan Chase Bank’s publicly announced prime rate announced from time to time (the
“Interest Rate”). The principal balance hereof shall be payable in sixteen (16) equal quarterly
installments of Dollars ($                    ) commencing on September1,2006, and thereafter on the 1st
(1st) day of each of the succeeding fifteen (15) quarters, together with interest on the
outstanding principal balance from time to time, until the Principal Sum and all interest thereon
are paid in full.




          (b) Interest shall be computed on the basis of a three hundred sixty (360) day year
consisting of twelve (12) thirty (30) day months. All payments on account of the indebtedness
evidencing this Note shall first be applied to intrest on the unpaid principal balance and the
remainder to reduce unpaid principal.




          (c) After an Event of Default hereunder (as hereinafter defined), any sums remaining
unpaid hereunder shall bear interest at the “Default Interest Rate.” The “Default Interest Rate”
shall mean the Interest Rate plus two (2) percent per annum.




          (d) Maker hereby on the basis of a three hundred sixty (360) day year consisting of
twelve (12) thirty (30) day months. All payments on account of the indebtedness evidencing this



 









 








Note shall first be applied to interest on the unpaid principal balance and the remainder to
reduce unpaid principal.




          (e) Notwithstanding any provisions of this Note or any instrument securing payment
of hereof to the contrary, it is the intent of Maker and Payee that Payee shall never be entitled
to receive, collect or apply, as interest on principal of the indebtedness, any amount in excess of
the maximum rate of interest permitted to be charged by applicable law; and if under any
circumstance whatsoever, fulfillment of any provision of this Note, at the time performance of such
provision shall be due, shall involve transcending the limit of validity prescribed by applicable
law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such
validity; and in the event Payee ever receives, collects or applies as interest any such excess,
such amount which would be excess interest shall be deemed a permitted partial prepayment of
principal without penalty or premium and treated hereunder as such; and if the principal of the
indebtedness secured hereby is paid in full, any remaining excess funds shall forthwith be paid to
Maker. In determining whether or not interest of any kind payable hereunder, under any specific
contingency, exceeds the highest lawful rate, Maker and Payee shall, to the maximum extent
permitted under applicable law, (1) characterize any non-principal payment as an expense, fee or
premium rather than as interest and (2) amortize, prorate, allocate and spread to the end such
payment so that the interest on account of such indebtedness does not exceed the maximum amount
permitted by applicable law. Payee shall not be subject to any penalties provided by any laws for
contracting for, charging or receiving interest in excess of the maximum lawful rate.




     3. Prepayment.



     Maker shall have the right to prepay all or any part of the principal balance of this Note at
any time without the payment of any premium or penalty.



     4. Default and Remedies.



          (a) As used in this Note, “Event of Default” shall mean any of the following:





	 	(i)	 	default in the payment of any part of the principal or interest
due pursuant to this Note as the same becomes due and payable, with such
default continuing without cure for ten (10) days; or
	 
	 	(ii)	 	Maker becomes insolvent or admits in writing its inability to
pay its debts as they become due or make any assignment for the benefit
of creditors or ceases business operations or consents to, or acquiesces
in the appointment of, a trustee or receiver for it or any of its
property or, in the absence of such application, consent or acquiesce, a
trustee or receiver is appointed for it/him or for a substantial portion
of its property and is not discharged or stayed on appeal within sixty
(60) days; or
	 
	 	(iii)	 	any bankruptcy, reorganization, state receivership, debt
arrangement, readjustment of debts or moratorium law or statute or other
proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation




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	 	 	 	proceeding, is instituted by or against Maker and, if instituted against it,
is consented to or acquiesced in or remains for sixty (60) days undismissed
or unstayed on appeal; or
	 
	 	(iv)	 	any sale of more than fifty percent (50%) of the capital stock
of Maker, any sale of all or substantially all of the assets of Maker or
any other merger, combination or any other transaction the result of
which is a “Change in Control.” For the purposes hereof, a “Change in
Control” shall mean that any one or more members of the                      or
their Affiliates do not, individually or collectively, have the power,
directly or indirectly, to (A) vote more than thirty percent (30%) of the
securities that have ordinary voting power for Maker’s directors or (B)
direct or cause the direction of the management and policies of Maker
whether by voting power, contract or otherwise.





          (b) Upon or after any Event of Default, Payee shall first exercise its collateral
security rights under the                      Letter of Credit and Control Agreement as set forth therein
and in the Purchase Agreement. Payee shall be able to pursue further collection against Maker only
to the extent that any balance remains due hereunder. Upon the first two (2) separate occurrences
of an Event of Default pursuant to Section 4(a)(i) herein, Payee shall not be entitled to
accelerate this Note and shall only be entitled to collect sums then past due hereunder, Upon the
occurrence of the third (3rd) Event of Default pursuant to Section 4(a)(i) herein or upon an Event
of Default pursuant to Sections 4(a)(ii), (iii) or (iv) herein, Payee shall be entitled to declare
the entire unpaid principal balance hereof immediately due and payable.



If any Event of Default under this Note shall occur, Maker promises to pay all reasonable costs of
collection of every kind, including but not limited to reasonable attorneys’ fees, court costs, and
expenses of every kind, incurred by Payee in connection with such collection or the protection or
enforcement of any or all of the security for this Note.




     5. Waiver.



     Except as otherwise expressly provided herein or in the Purchase Agreement, Maker waives
grace, notice, notice of intent to accelerate, notice of default, protest, demand, presentment for
payment and diligence in the collection of this Note, and in the filing of suit hereon.



     6. Notices.



     Any and all notices given in connection with this Note shall be deemed adequately given if
made in accordance with Section 10.2 of the Purchase Agreement.



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     7. Miscellaneous.



     (a) The headings of the paragraphs of this Note are inserted for convenience only and shall
not be deemed to constitute a part hereof.



     (b) All payments under this Note shall be payable in lawful money of the United States which
shall be legal tender for public and private debts at the time of payment; provided that a check
will be deemed sufficient payment so long as it clears when presented for payment. Each payment of
principal or interest under this Note shall be paid not later than 2:00 P.M. Chicago time on the
date due therefor and funds received after that hour shall be deemed to have been received by Payee
on the following day.



     (c) This Note has been made and delivered at the location set forth on the top of the first
page of this Note and all funds disbursed to or for the benefit of Maker will be disbursed at such
location.



     (d) The obligations and liabilities under this Note of the Maker shall be binding upon and
enforceable against the Maker and its successors and assigns. This Note shall inure to the benefit
of and may be enforced by Payee and its successors and assigns.



     (e) Capitalized terms not otherwise defined herein shall have the meanings ascribed to uch
terms in the Purchase Agreement.



     8. Severability.



     If any provision of this Note or any payments pursuant to the terms hereof shall be invalid or
unenforceable to any extent, the remainder of this Note and any other payments hereunder shall not
be affected thereby and shall be enforceable to the greatest extent permitted by law.



     9. Choice of Laws.



     This Note shall be governed by and construed in accordance with the laws of the State of
Illinois, without regard to principles of conflicts of law. Any controversy, claim or dispute
arising out of or relating to this Note shall be brought only in Cook County, State of Illinois
courts, or, if it has or can acquire jurisdiction, any United States District Court sitting in Cook
County, Illinois, and each of the parties irrevocably submits to the exclusive jurisdiction of each
such court in any such matter, waives any objection it may now or hereafter have to venue or to
convenience of forum, agrees that all claims in respect of the matter shall be heard and determined
only in any such court and agrees not to bring any such matter arising out of or relating to this
Note in any other court. The parties agree that either of them may file a copy of this paragraph
with any court as written evidence of the knowing, voluntary and bargained agreement between the
parties irrevocably to waive any objections to venue or to convenience of forum. Process in any
matter referred to in this paragraph may be served on any party anywhere in the world.



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     10. Right of Offset.



     The Maker shall have the absolute right to offset against sums due hereunder all amounts owing
or payable to Maker under the Purchase Agreement or any other document or instrument executed in
connection therewith as provided in the Purchase Agreement.



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IN WITNESS WHEREOF, Maker has executed, sealed and delivered this Note as of      the date and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

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	Its:

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