such debts become due, (iii) make a general assignment for the benefit of its

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creditors, (iv) commence a voluntary case under the Federal Bankruptcy

Code ("Bankruptcy Code") as now or hereafter in effect, (v) file a petition

seeking to take advantage of any other law providing for the relief of debtors,

(vi) fail to controvert in a timely or appropriate manner, or acquiesce in

writing to, any petition filed against it in an involuntary case under such

Bankruptcy Code, (vii) take any action under the laws of its domicile

analogous to any of the foregoing, or (viii) effect any action for the purpose

of accomplishing any of the foregoing; or

2.1.3 A proceeding or case shall be commenced, without the application or

consent of THE COMPANY in any court of competent jurisdiction, seeking (i) the

liquidation, reorganization, dissolution, winding up, or composition or

readjustment of its debts, (ii) the appointment of a trustee, receiver,

custodian, liquidator or the like of it or of all or any substantial part of THE COMPANY’s assets, or (iii) similar relief under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days; or an order for relief shall be entered in an involuntary case under such Bankruptcy Code against THE COMPANY or an action under the laws of the jurisdiction of its domicile analogous to any condition or of the foregoing shall be taken and shall continue unstayed and in effect for any period of sixty (60) consecutive days.

2.2 Suits for Enforcement. If any Event of Default shall have occurred and be

continuing, LENDER may proceed to protect and enforce LENDER’S rights, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant or agreement contained in this Promissory Note or in aid of the exercise of any power granted in this Promissory Note, and LENDER may proceed to enforce the payment of all sums due hereunder or to enforce any other legal or equitable right as the holder thereof. THE COMPANY covenants that, if it shall default in the making of any payment due under this Promissory Note or in the performance or observance of any condition or agreement contained herein, THE COMPANY will pay LENDER such further amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing LENDER's rights, including reasonable counsel fees.

2.3 Remedies Cumulative. No remedy herein conferred upon LENDER is

intended to be exclusive of any other remedy and each and every such remedy

shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

2.4 Remedies Not Waived. No course of dealing between THE COMPANY and LENDER and no delay or failure in exercising any rights hereunder or under this

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Promissory Note shall operate as a waiver of any of LENDER's rights with respect thereto.

2.5 Seniority Rights of Preference and Payment. THE COMPANY agrees to provide seniority in right of preference and payment of all interest and principal, and any related fees and charges, to any unsecured obligations incurred for monies borrowed by THE COMPANY subsequent to the date of this Memorandum.

3. MISCELLANEOUS

3.1 Unsecured Obligation. The obligation evidenced by this Promissory Note is

unsecured.

3.2 Place of Payment. THE COMPANY shall pay all amounts which become due and payable thereon to LENDER at its address set forth in Paragraph 1 hereof, or at such other place and in such other manner as LENDER may designate by notice to THE COMPANY, without prior presentation or surrender of the original of this Promissory Note.

3.3 Notices. All notices, opinions and other communications provided for in this

Promissory Note shall be in writing and either personally delivered or mailed, first

class postage prepaid, addressed (i) if to THE COMPANY, at its address set forth in herein, or at such other addresses as THE COMPANY may hereafter designate by notice to LENDER, or

(ii) if to LENDER, at LENDER’S address set forth in Paragraph 1 hereof, or at such other address as LENDER may hereafter designate by notice to THE COMPANY. A notice shall be deemed given ten (10) days after the date it is mailed as herein provided, or upon the date personal delivery is made.

3.4 Captions & Headings. The captions and headings that may be found in this

Promissory Note are inserted only as a matter of reference and in no way amplify, define, or modify the scope or intent of any such sections of  this Promissory Note or in any way affect this Promissory Note.

3.5 Legal Jurisdiction. This Promissory Note shall be governed by and

construed in accordance with the laws of the State of Nevada.

3.6 Attorneys Fees. In the event of any litigation for damages for the breach

hereof or otherwise for enforcement of any remedy hereunder, the Courts of (city/ county) Clark County, Las Vegas, (state) Nevada, shall hear jurisdiction and the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys fees as may be awarded by the Court.

3.7 Entirety of Agreement and Amendment. This Promissory Note supersedes any and all other agreements, either oral or in writing, between THE COMPANY

and LENDER with respect to its subject matter, and contains all of the covenants

and agreements or references all agreements between THE COMPANY and LENDER with respect to such matters, in any manner whatsoever except for as outlined in any agreement incorporated by reference into this Promissory Note. Any term, covenant, agreement or condition of this Promissory Note may be amended only by mutual agreement of THE COMPANY and LENDER in writing.

Executed at (CITY)_____________, (STATE)____________________, as of the date first set forth above.

By: ____________________________________

 Chief Executive Officer