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                           PROMISSORY NOTE (Long Form)

               FOR VALUE RECEIVED, the undersigned hereby jointly and

        severally promise to pay to the order of____________________,

        the sum of______________ ($         ) Dollars,together with

        interest thereon at the rate of ___ %  per annum on the unpaid

        balance.  Said sum shall be paid in the manner following:

        (Describe terms)

                       All payments shall be first applied to interest

        and the balance to principal.

               This Note may be prepaid, at any time, in whole or in

        part, without penalty.

               This Note shall at the option of the holder hereof be

        immediately due and payable upon failure to make any payment due

        hereunder  or for breach of any condition of any security

        interest, mortgage, pledge agreement or guaranty granted as

        collateral security for this Note or breach of any condition of

        any security agreement or mortgage, if any, having a priority

        over any security agreement or mortgage on collateral granted, in

        whole or in part, as collateral security for this Note or upon

        the filing by any of the undersigned of an assignment for the

        benefit of creditors, bankruptcy, or for relief under any

        provisions of the Bankruptcy Code; or by suffering an involuntary

        petition in bankruptcy or receivership not vacated within thirty

        days.

               In the event this Note shall be in default, and placed

        with an attorney for collection, then the undersigned agree to

        pay all reasonable attorney fees and costs of collection.

        Payments not made within_____days of due date shall be subject to

        a late charge of _____% of said payment.  All payments hereunder

        shall be made to such address as may from time to time be

        designated by any holder hereof.

               The undersigned and all other parties to this Note,

        whether as endorsers, guarantors or sureties waive demand,

        presentment and protest and all notices thereto and further agree

        to remain bound, notwithstanding any extension, modification,

        waiver, or other indulgence by any holder or upon the discharge

        or release of any obligor hereunder or to this Note, or upon the

        exchange, substitution, or release of any collateral granted as

        security for this Note.

               Signed and sealed under pains and penalties of perjury

        this ___day of _________, 19__.

                                               _______________________

                                               _______________________