FOR VALUE RECEIVED, the Borrower hereby unconditionally promises to pay to the order of the Lender the principal sum of [PRINCIPAL AMOUNT IN WORDS] United States Dollars (USD $[PRINCIPAL AMOUNT IN FIGURES]) (the "Principal Amount"), together with interest thereon as hereinafter provided, upon the terms and subject to the conditions set forth in this Note.

The Lender shall advance the entire Principal Amount to the Borrower in a single disbursement on or before [LOAN ADVANCE DATE] (the "Advance Date"), by wire transfer, electronic funds transfer, bank check, or such other method as the Parties may mutually agree in writing.

The disbursement of the Principal Amount shall be made to the Borrower's bank account designated in writing to the Lender, or to such other account or payee as the Borrower may direct in a writing delivered to the Lender not less than three (3) business days prior to the Advance Date.

The Borrower's acceptance of the Principal Amount, whether by deposit, negotiation, or other receipt thereof, shall constitute conclusive evidence of the Borrower's receipt of the full Principal Amount and of the Borrower's acknowledgement of the indebtedness evidenced hereby.

All sums payable under this Note shall be denominated, computed, and payable solely in lawful money of the United States of America, and the Borrower shall bear all costs of currency conversion, bank fees, wire charges, and similar expenses incurred in connection with the funding and repayment hereof.

This Note shall take effect and become binding upon the Parties on the date first written above and shall remain in full force and effect until all amounts owing hereunder shall have been indefeasibly paid in full to the Lender.

The outstanding Principal Amount of this Note shall bear interest from and including the Advance Date, up to but excluding the date of full repayment, at the fixed rate of [INTEREST RATE]% per annum (the "Interest Rate").

Interest shall accrue daily and shall be computed on the basis of a year of three hundred sixty-five (365) days for the actual number of days elapsed, including the first day but excluding the day of payment.

Notwithstanding anything to the contrary contained herein, in no event shall the Interest Rate, together with any other charges constituting interest under applicable law, exceed the maximum rate permitted by applicable law, and if any such excess shall be charged, received, or collected, the amount of such excess shall be deemed a payment in reduction of the outstanding Principal Amount or, at the Lender's option, refunded to the Borrower.

Interest, once accrued, shall be payable in a single lump sum on the Maturity Date together with the outstanding Principal Amount, unless otherwise required by the terms of this Note.

Any interest not paid when due shall itself bear interest at the Interest Rate (or, if applicable, the Default Interest Rate specified herein) from the due date thereof until paid in full, to the maximum extent permitted by applicable law.

The Interest Rate established hereunder is fixed for the entire term of this Note and shall not be subject to adjustment by reason of fluctuations in prevailing market interest rates, changes in the Lender's cost of funds, or any other circumstance, except as expressly provided herein upon the occurrence of an Event of Default.

The entire outstanding Principal Amount, together with all accrued and unpaid interest thereon and all other sums payable under this Note, shall be due and payable in a single lump sum on [MATURITY DATE] (the "Maturity Date").

The Borrower shall not be entitled to any grace period in respect of the payment due on the Maturity Date, and time shall be of the essence with respect to all payments and obligations hereunder.

If the Maturity Date, or any other date on which a payment hereunder is due, falls on a day which is not a business day in the State of [STATE], then such payment shall be due and payable on the next succeeding business day, and interest shall continue to accrue during such extension at the Interest Rate.

For purposes of this Note, "business day" means any day other than a Saturday, Sunday, or federal holiday on which commercial banks in the State of [STATE] are generally open for the conduct of regular banking business.

The Borrower acknowledges and agrees that the obligation to pay the Principal Amount and all accrued interest on the Maturity Date is absolute and unconditional, and shall not be subject to any defense, counterclaim, setoff, deduction, or recoupment of any kind whatsoever, except as expressly provided herein or as mandated by applicable law.

Upon receipt of full payment of all amounts owing under this Note, the Lender shall mark this Note "paid in full" and shall deliver the original Note to the Borrower, together with such other documents as may reasonably be requested to evidence the discharge of the indebtedness evidenced hereby.

All payments to be made by the Borrower under this Note shall be made in lawful money of the United States of America, in immediately available funds, without setoff, counterclaim, deduction, or withholding of any kind.

Payments shall be made by wire transfer, electronic funds transfer, cashier's check, or such other method acceptable to the Lender, to the following account: [LENDER BANK NAME], Account Number [ACCOUNT NUMBER], Routing Number [ROUTING NUMBER], Account Holder: [LENDER NAME], or to such other account, address, or payee as the Lender may from time to time designate in writing to the Borrower not less than five (5) business days in advance.

Any payment made by check or other instrument shall be deemed received only upon actual collection of good funds by the Lender, and if any such instrument is dishonored, returned, or reversed, the payment shall be deemed not to have been made, and the Borrower shall remain liable for the full amount thereof, together with any resulting fees, charges, and interest.

If any payment hereunder is received by the Lender after 5:00 p.m. local time at the place of payment on any business day, such payment shall be deemed received on the next succeeding business day for purposes of computing interest and determining the timeliness of payment.

The Borrower shall bear all costs, fees, and expenses associated with the making of payments hereunder, including without limitation wire transfer fees, bank charges, and currency conversion costs, if any.

The Lender's books and records of payments received shall, absent manifest error, constitute prima facie evidence of the amounts owing hereunder and of the payments made in respect thereof.

The Borrower shall have the right, at its option, to prepay the outstanding Principal Amount, in whole or in part, at any time prior to the Maturity Date, without premium or penalty, upon not less than five (5) business days' prior written notice to the Lender.

Any such prepayment shall be accompanied by the payment of all interest accrued on the amount prepaid up to and including the date of prepayment.

Partial prepayments shall be applied against the outstanding Principal Amount but shall not reduce, defer, or otherwise affect the Borrower's obligation to pay all remaining amounts owing under this Note on the Maturity Date in accordance with the terms hereof.

The notice of prepayment, once given, shall be irrevocable and shall obligate the Borrower to make the prepayment specified therein on the date set forth in such notice.

Amounts prepaid hereunder may not be reborrowed, and upon prepayment of the full outstanding Principal Amount together with all accrued and unpaid interest and all other sums owing hereunder, this Note shall be deemed satisfied and discharged in full.

The Lender shall, within a reasonable time following any prepayment, provide the Borrower with written confirmation of the application of such prepayment and of the remaining outstanding balance, if any, under this Note.

Unless otherwise required by applicable law, all payments received by the Lender in respect of this Note shall be applied in the following order of priority: first, to the payment of any costs, fees, expenses, and charges then due and owing to the Lender hereunder (including without limitation collection costs and reasonable attorneys' fees); second, to the payment of any late charges and default interest then due and owing; third, to the payment of accrued and unpaid interest; and fourth, to the reduction of the outstanding Principal Amount.

Any designation or instruction by the Borrower as to the application of payments shall be of no effect, and the Lender shall have the sole discretion to apply payments in accordance with the foregoing order of priority or, at the Lender's option, in such other order as the Lender may determine.

If any payment is received at a time when more than one installment or amount is due, the Lender may apply such payment to any such installments or amounts in the order set forth above.

Acceptance by the Lender of any payment which is less than the full amount then due and payable shall not constitute a waiver of the Lender's right to receive payment in full at such time or at any prior or subsequent time.

Any payment marked "payment in full" or containing similar language shall not operate as an accord and satisfaction unless the Lender shall have expressly so agreed in a separate written instrument signed by the Lender.

If any payment of Principal Amount, interest, or other sum payable hereunder is not received by the Lender within ten (10) days after the date such payment becomes due, the Borrower shall pay to the Lender a late charge equal to five percent (5%) of the overdue amount, or such lesser amount as may be the maximum permitted by applicable law.

The late charge shall be payable on demand and is intended to compensate the Lender for the additional administrative costs and expenses incurred as a result of the Borrower's failure to make timely payment, and shall not be construed as a penalty.

Upon the occurrence and during the continuance of any Event of Default, the outstanding Principal Amount, and, to the extent permitted by applicable law, all accrued and unpaid interest and all other sums owing hereunder, shall bear interest at a rate per annum equal to the Interest Rate plus five percent (5%) (the "Default Interest Rate"), or such lesser rate as may be the maximum permitted by applicable law.

Default interest shall accrue from the date of occurrence of the Event of Default until such Event of Default is cured or all amounts owing hereunder are paid in full, whichever first occurs, and shall be payable on demand.

The imposition of late charges or default interest shall be in addition to, and not in lieu of, any other rights or remedies available to the Lender under this Note or at law or in equity, including the right to accelerate the indebtedness evidenced hereby.

The Borrower acknowledges that the late charges and default interest provided for herein represent a fair and reasonable estimate of the damages the Lender will suffer as a result of the Borrower's late payment or default, which damages would otherwise be difficult to ascertain.

Each of the following shall constitute an "Event of Default" under this Note:

(a) the failure of the Borrower to pay any installment of principal, interest, or any other sum due hereunder when the same becomes due and payable, whether at the Maturity Date, by acceleration, or otherwise, and such failure continues for a period of ten (10) days after written notice thereof from the Lender;

(b) the failure of the Borrower to perform or observe any other covenant, agreement, or obligation contained in this Note, and such failure continues uncured for a period of thirty (30) days after written notice thereof from the Lender;

(c) any representation or warranty made by the Borrower in this Note shall prove to have been false, misleading, or incorrect in any material respect when made or deemed made;

(d) the Borrower (i) commences any voluntary case or proceeding under any bankruptcy, insolvency, reorganization, moratorium, or similar law for the relief of debtors; (ii) consents to the appointment of a trustee, receiver, custodian, or similar official for the Borrower or any substantial part of the Borrower's property; (iii) makes a general assignment for the benefit of creditors; or (iv) admits in writing the Borrower's inability to pay debts as they become due;

(e) an involuntary case or proceeding is commenced against the Borrower seeking relief under any bankruptcy, insolvency, or similar law, or seeking the appointment of a trustee, receiver, or custodian for the Borrower or any substantial part of the Borrower's property, and such case or proceeding is not dismissed within sixty (60) days;

(f) the death or legal incapacity of the Borrower, provided that the Lender may, in its sole discretion, elect to permit the Borrower's estate or legal representative to assume the obligations hereunder in lieu of declaring an Event of Default; or

(g) the entry against the Borrower of one or more final, non-appealable judgments for the payment of money aggregating in excess of USD $[JUDGMENT THRESHOLD], which judgments are not satisfied, stayed, vacated, bonded, or discharged within thirty (30) days after entry.

Upon the occurrence of any Event of Default, the Lender may, at its option and without further notice or demand (except as expressly required herein or by applicable law), declare the entire outstanding Principal Amount, together with all accrued and unpaid interest, late charges, default interest, and all other sums owing hereunder, to be immediately due and payable, whereupon the same shall become immediately due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by the Borrower.

Notwithstanding the foregoing, upon the occurrence of any Event of Default described in subsections (d) or (e) of the preceding section, the entire outstanding Principal Amount, together with all accrued and unpaid interest and all other sums owing hereunder, shall automatically and immediately become due and payable without any action, notice, or declaration by the Lender.

Upon acceleration, the Lender shall be entitled to exercise any and all rights and remedies available to it under this Note, at law, in equity, or otherwise, concurrently or successively, as the Lender in its sole discretion may elect.

The rights and remedies of the Lender hereunder are cumulative and not exclusive, and the exercise of any one or more of such rights or remedies shall not preclude or waive the exercise of any other rights or remedies at the same or any other time.

No failure or delay on the part of the Lender in exercising any right or remedy hereunder, and no partial or single exercise thereof, shall constitute a waiver thereof or preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.

The Lender shall have no obligation to resort to any particular right or remedy, and the Lender may proceed against the Borrower directly and independently of any other party who may be liable for the indebtedness evidenced hereby.

This Note constitutes an unsecured general obligation of the Borrower and is not secured by any mortgage, pledge, lien, security interest, collateral, guarantee, or other credit support of any kind.

The Lender's recourse for the collection of amounts owing hereunder shall be solely to the Borrower personally and to the Borrower's assets generally, subject to applicable law and to such exemptions as may be available to the Borrower.

The Borrower acknowledges that the Lender has extended the loan evidenced by this Note in reliance upon the Borrower's general creditworthiness and personal promise to repay, and not upon any collateral or guarantee.

Nothing in this Note shall preclude the Parties from entering into, at a later date and by separate written agreement, arrangements for the securing or guaranteeing of the indebtedness evidenced hereby, but no such subsequent arrangement shall be deemed to modify the unsecured character of this Note unless expressly so stated in such written agreement.

The unsecured character of this Note shall not in any way diminish, limit, or impair the Borrower's unconditional obligation to repay the Principal Amount, interest, and all other sums due hereunder in accordance with the terms set forth herein.

The Borrower hereby represents and warrants to the Lender, as of the date hereof and as of the Advance Date, as follows:

(a) the Borrower is an individual of legal age and full legal capacity, residing at the address set forth above, and has the full power, authority, and legal right to execute, deliver, and perform the Borrower's obligations under this Note;

(b) this Note has been duly executed and delivered by the Borrower and constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject only to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity;

(c) the execution, delivery, and performance of this Note by the Borrower does not and will not violate any applicable law, regulation, order, or judgment, or conflict with or constitute a default under any agreement, instrument, or obligation to which the Borrower is a party or by which the Borrower or any of the Borrower's property is bound;

(d) no consent, approval, authorization, or filing with any governmental authority or other person is required for the execution, delivery, or performance by the Borrower of this Note, other than those which have been duly obtained or made;

(e) there is no action, suit, proceeding, or investigation pending or, to the Borrower's knowledge, threatened against the Borrower before any court, arbitrator, or governmental authority which could reasonably be expected to materially impair the Borrower's ability to perform the Borrower's obligations under this Note;

(f) all information and documentation furnished by the Borrower to the Lender in connection with this Note is true, complete, and correct in all material respects, and does not omit any material fact necessary to make the statements contained therein not misleading; and

(g) the Borrower is not insolvent, has not filed for bankruptcy or similar relief, and the incurrence of the indebtedness evidenced hereby does not render the Borrower insolvent or unable to pay the Borrower's debts as they become due in the ordinary course.

The Borrower, and all endorsers, sureties, guarantors, and other persons who may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment for payment, demand, protest, notice of protest, notice of dishonor, notice of nonpayment, notice of acceleration, notice of intent to accelerate, and all other notices and demands of any kind whatsoever in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except such notices as are expressly required to be given by the Lender under the terms hereof.

The Borrower waives the right to interpose any defense (except the defense of payment or those defenses which cannot be waived under applicable law), counterclaim, setoff, or cross-claim of any nature or description in any litigation or proceeding brought by the Lender for the enforcement of this Note.

The Borrower consents to any and all extensions of time, renewals, waivers, modifications, or amendments that may be granted by the Lender with respect to the payment or other provisions of this Note, and to the release, substitution, or addition of any party or person primarily or secondarily liable hereon, all without notice to or consent of the Borrower and without affecting the Borrower's liability hereunder.

The Borrower waives, to the fullest extent permitted by applicable law, the benefit of any statute of limitations affecting liability under this Note or the enforcement hereof.

The Borrower waives all rights to require the Lender to proceed against any other person, to apply any property or assets of the Borrower or any other person which the Lender hereafter may hold, or to pursue any other remedy, before proceeding against the Borrower hereunder.

No waiver by the Lender of any right or remedy hereunder shall be effective unless in writing and signed by the Lender, and any such waiver shall be effective only in the specific instance and for the specific purpose for which given.

The Borrower shall pay to the Lender, on demand, all costs and expenses of collection and enforcement of this Note, including without limitation reasonable attorneys' fees and disbursements, court costs, expert witness fees, and all other reasonable out-of-pocket expenses incurred by the Lender in connection with the collection of any sums owing hereunder, the enforcement of any of the Lender's rights or remedies, or the protection or preservation of any of the Lender's interests, whether or not suit is commenced.

Such costs and expenses shall include, without limitation, all amounts incurred in connection with any bankruptcy, insolvency, reorganization, or similar proceeding involving the Borrower, and all amounts incurred in connection with any appeal from any judgment or order rendered in any such proceeding or action.

All such costs and expenses, until paid, shall bear interest at the Default Interest Rate from the date incurred until paid in full, and shall be added to and become part of the indebtedness evidenced by this Note.

The Borrower's obligation to pay such costs and expenses shall survive the payment, satisfaction, or discharge of the indebtedness evidenced by this Note.

If any provision of this section is held to be unenforceable or limited by applicable law, the Borrower shall nevertheless be liable for all costs and expenses to the maximum extent permitted by applicable law.

All notices, demands, requests, consents, and other communications required or permitted to be given under this Note shall be in writing and shall be deemed duly given: (a) upon personal delivery; (b) three (3) business days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested; (c) one (1) business day after being deposited with a nationally recognized overnight courier service; or (d) upon transmission by electronic mail to the email address set forth below, provided that a confirmatory copy is sent by one of the other methods set forth above within three (3) business days thereafter.

Notices to the Borrower shall be addressed to: [BORROWER NAME], [BORROWER ADDRESS], Email: [BORROWER EMAIL].

Notices to the Lender shall be addressed to: [LENDER NAME], [LENDER ADDRESS], Email: [LENDER EMAIL].

Either Party may change its address or email address for notice purposes by giving written notice of such change to the other Party in accordance with this section, which change shall be effective upon receipt by the other Party.

Any notice that is received on a day that is not a business day, or that is received after 5:00 p.m. local time at the recipient's address on a business day, shall be deemed received on the next succeeding business day.

The failure or refusal of a Party to accept delivery of any notice properly addressed and sent in accordance with this section shall not invalidate such notice, which shall be deemed given on the date delivery was attempted.

This Note shall be binding upon the Borrower and the Borrower's heirs, executors, administrators, personal representatives, successors, and permitted assigns, and shall inure to the benefit of the Lender and the Lender's heirs, executors, administrators, personal representatives, successors, and assigns.

The Borrower may not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Note, in whole or in part, without the prior written consent of the Lender, which consent may be granted or withheld in the Lender's sole and absolute discretion; any purported assignment or delegation in violation of this provision shall be null and void ab initio.

The Lender may, at any time and from time to time, without the consent of or notice to the Borrower, assign, transfer, negotiate, or otherwise dispose of all or any portion of the Lender's rights under this Note, including the right to receive payments hereunder, to any person or entity.

Upon any such assignment by the Lender, the assignee shall succeed to all of the rights of the Lender hereunder to the extent of the interest assigned, and the Borrower shall, upon receipt of written notice of such assignment, make all payments and perform all obligations hereunder in accordance with the directions of such assignee.

The Borrower agrees to execute and deliver, promptly upon request, such acknowledgments, certificates, and other documents as the Lender or any assignee may reasonably request to evidence or facilitate any such assignment.

No amendment, modification, supplement, or waiver of any provision of this Note shall be effective unless set forth in a writing signed by both the Borrower and the Lender, and then such amendment, modification, supplement, or waiver shall be effective only in the specific instance and for the specific purpose for which given.

No failure or delay by the Lender in exercising any right, power, or privilege under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

The acceptance by the Lender of any payment hereunder after the due date thereof, or in an amount less than the full amount then due, shall not constitute a waiver of the Lender's right to require full and timely payment of all subsequent amounts due, nor a waiver of any default or Event of Default.

Any waiver by the Lender shall be strictly construed and shall not be deemed to extend to any matter other than that specifically waived.

No course of dealing between the Parties, no usage of trade, and no parol or extrinsic evidence of any nature shall be used to supplement, modify, or vary any of the terms of this Note.

If any provision of this Note is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

The Parties shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely reflects the original intent and economic effect of the invalid provision.

If any provision of this Note is held to be excessive in scope, duration, or amount, such provision shall be deemed modified to the minimum extent necessary to render it valid, legal, and enforceable, and shall be enforced as so modified.

The invalidity or unenforceability of any provision of this Note in any particular jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

This Note shall be governed by, construed under, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws principles.

Any action, suit, or proceeding arising out of or relating to this Note shall be brought exclusively in the state or federal courts located in [COUNTY], [GOVERNING LAW STATE], and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to the laying of venue therein or to the convenience of such forum.

The Parties agree that, prior to initiating any formal legal proceeding, they shall endeavor in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Note through direct negotiation, which negotiation shall commence promptly upon written notice from one Party to the other identifying the matter in dispute.

If any such dispute is not resolved through direct negotiation within thirty (30) days after the delivery of the notice described in the preceding paragraph, either Party may thereafter commence legal proceedings in accordance with this section; provided, however, that nothing herein shall prevent either Party from seeking injunctive or other equitable relief at any time to prevent irreparable harm.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The prevailing Party in any legal proceeding arising out of or relating to this Note shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses incurred in connection with such proceeding.