DRAFT

PROMISSORY NOTE
1. BUYER’S PROMISE TO PAY

FOR VALUE RECEIVED, , an individual, (the “Buyer”), hereby promises to pay to the order of, an individual, (the “Seller”), the principal sum of ___________ U.S. Dollars (the “Principal”). 2. PAYMENTS (A) Time and Place of Payment Payment of Principal shall be fully made on or before __________, 2011, or within a 10-day cure period thereafter, at ____________ or at a different place mutual agreed by parties. (B) Amount of Payment The amount of _____________ U.S. Dollars shall be fully paid on or before _______, 2011 (the “Due Date”), or within a 10-day cure period thereafter. Payments under this Note shall be made available to Seller in the form of cash, check or money order. 3. DEFAULT INTEREST This Note shall bear interest at the rate of ten percent (10%) per annum on the unpaid balance after the Due Date, or within a 10-day cure period thereafter. Interest shall be calculated on the basis of a year of three hundred sixty (360) days applied to the actual days on which there exists an unpaid balance under this Note. 4. ASSIGNMENT Seller reserves the right and authority to assign or convey this Promissory Note, in whole, or in part, in its sole discretion, which assignment is effective upon written notice to Buyer. 5. BUYER’S FAILURE TO PAY AS REQUIRED (A) If the Buyer fails to pay the full amount of Principal on or before the Due Date, the Buyer shall be deemed in default (“Default”). (B) Upon the occurrence of an event of Default hereof, the entire Principal amount outstanding hereunder and together with all accrued Interest shall, as provided in this Note, become immediately due and payable.

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DRAFT (C) In the event of Default, the Buyer shall pay interest described in Section 3 until the Principle is fully paid off. 6. GENERAL PROVISIONS (A) This Note or any provision hereof may be waived, changed, modified or discharged only by agreement in writing signed by the Buyer and the Seller. The Buyer may not assign or transfer its obligation hereunder ‘without the prior written consent of the Seller. (B) If any provision of this Note shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if this Note had never contained the invalid or unenforceable provision (C) This Note shall be governed by and construed in accordance with the domestic laws of the State of Utah, without giving effect to any choice of law provision or rule. [SIGNATURES FOLLOW ON NEXT PAGE]

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IN WITNESS WHEREOF, the Buyer has caused this Note to be duly executed and delivered as of the date first above written.
BUYER:

By: