Promissory Note (Page 3 of 4) in pdf

of any dissolution, liquidation, bankruptcy, receivership or reorganization of the

Company (together, a “reorganization”), to the prior payment in full of the Senior

Indebtedness. Unless and until all Senior Indebtedness has been paid in full, no payment

of principal or interest on this Note shall be made, provided however, that the Company

may pay interest on this Note when and as due so long as immediately after giving effect

to such payment there shall exist no event of default, or an event which with the passage

of time or the giving of notice or both would become an event of default, which has not

been waived or cured that would permit holders of Senior Indebtedness to accelerate the

maturity thereof. In the event o f any reorganization, all Senior Indebtedness shall first

be paid in full in cash before any payment is made on account of this Note and the holder

hereof authorizes the holders of Senior Indebtedness to prove any claim on the Note in a

reorganization to such extent, and to take any other action necessary to effectuate the

foregoing. If a payment is made to the holder of this Note in violation of the foregoing

provisions, such payment shall be held by such holder in trust for the benefit of the

holders of Senior Indebtedness. So long as any Senior Indebtedness is outstanding and

its maturity has not been accelerated, the holder of this Note will not exercise any

remedies, including acceleration or commencing or joining in any proceeding seeking to

effect a reorganization. The holder of this Note covenants to execute and deliver such

further instruments and to take such further action as the Company or any holder of

Senior Indebtedness may at time to time reasonably request in order to carry out the

intent of the subordination provisions of this Note. The holder of this Note acknowledges

and agrees, by acceptance hereof, that the provisions of this paragraph are for the benefit

of the holders form time to time of Senior Indebtedness and may be enforced by them

against the holder of this Note and that the holders of Senior Indebtedness have relied

upon and will continue to rely upon the subordination provided for herein. The holder of

this Note hereby waives notice of proof of reliance hereon.

All payments to the holder hereof shall be made at the address set forth above or

at such other address as the holder hereof shall specific in writing to the Company.

This Notice shall be governed by and construed in accordance with the laws

(other than the conflict of law rules) of the [STATE].

The Company and all endorsers and guarantors of this Note hereby waive

presentment, demand, notice of nonpayment and protest except as provided by this Note.

IN WITNESS WHEREOF, the undersigned Company has caused this Note to be

executed under its corporate seal by its duly authorized officer.

[CORPORATION NAME]

By: _____________________________

Its:

_______________________________

Witness

Stockholder’s Promissory Note

Promissory Note Page 3