PROMISSORY NOTE

             INSTALLMENT - WITH ACCELERATION CLAUSE



                      __________[city, state, date]_____



     FOR VALUE RECEIVED, WE, THE UNDERSIGNED, jointly and

severally promise to pay, in lawful money of the United

States of America, to the order of [name of lender]   at

[address of lender], [amount]              (     ) Dollars

in installments as follows:



  [amount of payment]      on     [date], and [number]

  successive payments of [amount]        beginning on

  [date of payment] together with a delinquency charge

  on each installment in default for     days in an

  amount equal to          percent of such installment

  but not less than $       .



     In the event of default in the payment of any of the

said installments or said interest when due as herein

provided, time being of the essence hereof, the holder of

this note may, without notice or demand, declare the entire

principal sum then unpaid immediately due and payable.



     The holder of this note may, with or without notice

to any of us, cause additional parties to be added hereto,

or release any party hereto, or revise, extend, or renew

the note, or extend the time for making any installment

provided for herein, or accept any installment in advance,

all without affecting the liability of us, or any of us,

hereon.



     If suit be commenced on said note, the parties hereto

jointly and severally agree to pay to the holder of said

note a reasonable attorney fee.



     The borrower agrees to pay a reasonable collection

charge should collection be referred to a collection

agency or to the payee`s collection facilities.



     The parties hereto, jointly and severally, hereby waive

presentment, demand, protest, notice of dishonor and/or

protest and notice of nonpayment; the right, if any, to the

benefit of, or to direct the application of, any security

hypothecated to the holder until all indebtedness of the

borrower to the holder shall have been paid;  the right to

require the holder to proceed against the borrower, or to

pursue any other remedy in the holder's power;  and agree

that the holder may proceed against us directly and

independently of the borrower, and that the cessation of











                                           Continuation of 5037



liability of the borrower for any reason, other than

full payment, or any revision, renewal, extension,

forebearance, change of rate of interest, or acceptance,

release or substitution of security, or any impairment or

suspension of the holder's remedies or rights against the

borrower, shall not in anywise affect the liability of any

of the parties hereto.



     The parties hereto hereby authorize   [payee]    to

date this note as of the day when the loan evidenced hereby

is made and to complete this note in any other particular

according to the terms of the said loan.



     It is agreed that if the parties hereto, or any of

them at any time fail in business or become insolvent, or

commit an act of bankruptcy, or if any deposit account or

other property of the parties hereto, or any of them, be

attempted to be obtained or held by writ of execution,

garnishment, attachment, or other legal process, or if any

assessment for taxes against the parties hereto, or any of

them, other than taxes on real property, is made by the

federal or state governemt, or any department thereof, or

if the parties hereto fail to notify you of any material

change in their financial condition, then, and in such case

all of the obligations of the parties hereto to you, or

held by you, shall at your option immediately become due

and payable without demand or notice.



   Signatures                      Address

_______________________     _______________________________

   Borrower

_______________________     _______________________________

   Co-Maker





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