PROMISSORY NOTE

_____________,20_____________.

FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY, the undersigned (each jointly and severally if more than one and hereinafter jointly and severally referred to as «Debtor») promises to pay to the order of_____________ Philadelphia, Pennsylvania (hereinafter «Bank») at any of its banking offices the sum of____________Dollars to be paid as follows:

Security interest— As security for the prompt payment when due of all amounts due under this Note, including any renewals, extensions and/or modifications thereof, together with all other existing and future liabilities and obligations of Debtor, or any of them, to Bank, whether absolute or contingent, of any nature whatsoever and out of whatever transactions arising (hereinafter collectively referred to as the «Liabilities»), Debtor and each of them hereby grants to Bank a lien and security interest in and to all property of Debtor or any of them which at any time Bank shall have or have the right to have in its possession, or which is in transit to it, including without limitation any balance or share belonging to Debtor or any of them of any deposit, agency, trust, escrow or other account or accounts with Bank and any other amounts which may be owing from time to time by Bank to Debtor or any of them. Said lien and security interest shall be independent of any right of set off which Bank may have.

Events of default— Each of the following shall be an «Event of Default» hereunder: (1) The nonpayment when due of any amount payable under or on any of the Liabilities, or the failure of any Obligor to observe or perform any agreement of any nature whatsoever with Bank. (The term «Obligor» as used herein shall include Debtor and all other persons liable, either absolutely or contingently, on the Liabilities, including endorsers, sureties and guarantors); (2) If any Obligor becomes insolvent or makes an assignment for the benefit of creditors, or if any petition is filed by or against any Obligor under any provision of any state or federal law or statute alleging that such Obligor is insolvent or unable to pay debts as they mature or under any provision of the Federal Bankruptcy Act; (3) The entry of any judgement against any Obligor which remains unsatisfied for fifteen (15) days or the issuing of any attachment, levy or garnishment against any property of any Obligor or the occurrence of any substantial change in the financial condition of any Obligor which, in the sole, reasonable judgement of Bank, is materially adverse; (4) The dissolution, merger, consolidation or reorganization of any Obligor which is a corporation or partnership without the express prior written consent of Bank; (5) The death, incarceration or adjudication of legal incompetence of any Obligor who is a natural person; (6) If any information heretofore or hereafter furnished to Bank by any Obligor in connection with any of the Liabilities, or in connection with any guarantee or surety agreement applicable to any of the Liabilities, should prove to be materially false or incorrect; (7) The failure of any Obligor to furnish to Bank financial and other information as Bank may reasonably request or require.

Bank's rights upon default— Upon the occurrence of an Event of Default: (1) Unless Bank elects otherwise in writing, the entire unpaid balance of this Note and of such of the Liabilities as are not then due and payable shall be immediately due and payable without notice to or demand on any Obligor; (2) Bank may exercise all of the rights, privileges and remedies of a Secured Party under the Pennsylvania Uniform Commercial Code and, further, may exercise all of its rights and remedies under any security agreement, pledge agreement, note or other agreement or document issued in connection with or arising out of any of the Liabilities, all of which remedies shall be cumulative. The net proceeds of any collateral held by Bank as security for any of the Liabilities shall be applied first to the expenses of Bank in preparing the collateral for sale, selling and the like, including, without limitation, reasonable attorney's fees and expenses incurred by Bank (including fees and expenses of any litigation incident to any of the foregoing), and second, to the complete satisfaction of all of the Liabilities together with all interest thereon; and (3) Upon five (5) days written notice to Debtor, Bank may, at its option, begin accruing interest, in addition to the interest provided for above, at a rate not to exceed five percent (5 %) per annum on the unpaid principal balance hereof, provided, however, that no interest shall accrue hereunder in excess of the maximum amount of interest allowed by law. Such additional interest shall accrue notwithstanding the entry or obtaining of any judgement and shall be added to and become part of the Liabilities. Debtor agrees to pay the accrued additional interest upon demand.

Disbursement of proceeds— Each Debtor agrees that any disbursement of the proceeds of this Note, or any portion thereof, to any one or more Debtors shall be conclusively deemed to constitute disbursement of such proceeds to and for the benefit of all Debtors.

Prepayments— Unless otherwise agreed to in writing by Debtor, this Note may be prepaid in whole or in part, without penalty. If, however, this Note is repayable in instalments, any such prepayments shall be applied on account of the last remaining unpaid principal payment to become due and the number of instalments hereunder shall be correspondingly reduced, but no such prepayments shall reduce the amounts of the scheduled instalments nor relieve Debtor from paying a scheduled instalment on each instalment payment date until the entire principal amount hereof together with all interest thereon has been paid in full.

Right to complete note— Bank may at any time and from time to time, without notice to any Obligor: (1) date this Note as of the date when the loan evidenced hereby was made; (2) complete any blank spaces according to the terms upon which Bank has granted such loan; and (3) cause the signature of one or more persons to be added as additional Debtors without in any way affecting or limiting the liability of the existing Obligors to Bank.

Warrant of Attorney— Debtor, and each of them if more than one, hereby irrevocably authorizes and empowers any Attorney or any Clerk of any court of record, upon the occurrence of an Event of Default or any time thereafter, to appear for and confess judgement against Debtor, or any of them, (a) for such sums as are due and/ or may become due on the Liabilities, and/or (b) in any action of replevin instituted by Bank to obtain possession of any collateral securing this obligation or securing any of the Liabilities, in either case with or without declaration, with costs of suit, without stay of execution and with an amount not to exceed fifteen percent (15 %) of the principal amount of such judgement, but not less than Five Hundred Dollars ($500.00), added for collection fees. Debtor (1) waives the right of inquisition on any real estate levied on, voluntarily condemns the same, authorizes the Prothonotary or Clerk to enter upon the Writ of Execution said voluntary condemnation and agrees that said real estate may be sold on a Writ of Execution; (2) waives and releases all relief from any and all appraisement, stay, exemption or appeal laws of any state now in force or hereafter enacted; and (3) releases all errors in such proceedings. If a copy of this Note, verified by affidavit by or on behalf of Bank, shall have been filed in such action, it shall not be necessary to file the original Note as a Warrant of Attorney. The authority and power to appear for and enter judgement against Debtor shall not be exhausted by the initial exercise thereof, and the same may be exercised from time to time, as often as Bank may deem necessary and desirable, and this Note shall be a sufficient Warrant.

Miscellaneous— Debtor hereby waives protest, notice of protest, presentment, dishonor, notice of dishonor and demand. Debtor agrees to reimburse Bank for all costs, including reasonable counsel fees, not to exceed fifteen percent (15 %) of all amounts due hereunder, incurred by Bank in connection with the enforcement hereof. If this bears interest at a rate based on the prime commercial rate charged by Bank from time to time, changes in the rate of interest hereon shall become effective on the day on which Bank announces a change in its prime commercial rate of interest. Interest shall be calculated hereunder for the actual number of days that the principal is outstanding, based on a year of three hundred sixty (360) days, unless otherwise specified. The rights and privileges of Bank under this Note shall inure to the benefit of its successors and assigns. All representations, warranties and agreements of Debtor made in connection with this Note are joint and several if Debtor is more than one person and shall bind Debtor's personal representatives, heirs, successors and assigns. If any provision of this Note shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, but this Note shall be construed as if such invalid or unenforceable provision had never been contained herein. This Note has been delivered in, and shall be governed by the laws of the Commonwealth of Pennsylvania. The waiver of any default hereunder shall not be a waiver of any subsequent default. The additional provisions, if any, on the reverse side hereof are hereby made a part hereof and incorporated herein as though set forth in full.

IN WITNESS WHEREOF, Debtor has duly executed this Note the day and year first above written and has hereunto set hand and seal.

(INDIVIDUALS SIGN BELOW) (CORPORATIONS OR PARTNERSHIPS SIGN BELOW)

(SEAL) Name Name of Corporation or Partnership (SEAL) Name ___________________________________________ Name

Name and Title Name and Title

(SEAL) (CORPORATE SEAL)

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