MASTER REVOLVING NOTE
Variable Rate-Maturity Date-Obligatory Advances (Business and
Commercial Loans
Only)
AMOUNT
NOTE DATE
MATURITY DATE
TAX IDENTIFICATION #
$750,000.00
December 15, 2006
January 01, 2006
90-0181035
On the Maturity Date, as stated above, for value received, the
undersigned
promise(s) to pay to the order of Comerica Bank ("Bank"), at any
office of the
Bank in the State of California, Seven Hundred Fifty Thousand and
no/100 Dollars
(U.S.) (or that portion of it advanced by the Bank and not repaid
as later
provided) with interest until maturity, whether by acceleration or
otherwise, or
an Event of Default, as later defined, at a per annum rate equal to
the Bank's
base rate from time to time in effect plus 0.500% per annum and
after that at a
rate equal to the rate of interest otherwise prevalling under this
Note plus 3%
per annum (but in no event in excess of the maximum rate permitted
by law). The
Bank's "base rate" is that annual rate of interest so designated by
the Bank and
which is changed by the Bank from time to time. Interst rate
changes will be
effective for interest computation purposes as and when the Bank's
base rate
changes. Interest shall be calculated on the basis of a 360-day
year for the
actual number of days the principal is outstanding. Accrued
interest on this
Note shall be payable on the 1st day of each MONTH commencing
February 01, 2007,
until the Maturity Date when all amounts outstanding under this
Note shall be
due and payable in full. If the frequency of interest payments is
not otherwise
specified, accrued interest on this Note shall be payable monthly
on the first
day of each month. If any payment of principal or interest under
this Note shall
be payable on a day other than a day on which the Bank is open for
business,
this payment shall be extended to the next succeeding business day
and interest
shall be payable at the rate specified in this Note during this
extension. A
late payment charge equal to 6% of each late payment may be charged
on any
payment not received by the Bank within 10 calendar days after the
payment due
date, but acceptance of payment of this charge shall not waive any
Default under
this note.
The principal amount payable under this Note shall be the sum of
all advances
made by the Bank to or at the request of the undersigned, less
principal
payments actually received in cash by the Bank. The books and
records of the
Bank shall be the best evidence of the principal amount and the
unpaid interest
amount owing at any time under this Note and shall be conclusive
absent manifest
error. No interest shall accrue under this Note until the date of
the first
advance made by the Bank; after that interest on all advances shall
accrue and
be computed on the principal balance outstanding from time to time
under this
Note until the same is paid in full.
This Note and any other indebtedness and liablities of any kind of
the
undersigned (or any of them) to the Bank, and any and all
modifications,
renewals of extensions of it, whether joint or several, contingent
or absolute,
now existing or later arising, and however evidenced (collectively
"Indebtedness") are secured by and the Bank is granted a security
interest in
all items deposited in any account of any of the undersinged with
the Bank and
by all proceeds of these items (cash or otherwise), all account
balances of any
of the undersigned from time to time with the Bank, by all property
of any of
the undersigned from time to time in the possession of the Bank and
by any other
collateral, rights and properties described in each and every deed
of trust,
mortgage, security agreement, pledge, assignment and other security
or
collateral agreement which has been, or will at any time(s) later
be, executed
by any (or all) of the undersigned to or for the benefit of the
Bank
(collectively "Collateral"). Notwithstanding the above, (i) to the
extent that
any portion of the Indebtedness is a consumer loan, that portion
shall not be
secured by any deed of trust or mortgage on the other security
interest in any
of the undersigned's principal dwelling or any of the undersigned's
real
property which is not a purchase money security interest as to that
portion,
unless expressly provided to the contrary in another place, or (ii)
if the
undersigned (or any of them) has(have) given or give(s) Bank a deed
of trust or
mortgage covering real property, that deed of trust or mortgage
shall not secure
this NOte or any other indebtedness of the undersigned (or any of
them), unless
expressly provided to the contrary in another place.
If the undersigned (or any of them) or any guarantor under a
guaranty of all or
part of the Indebtedness ("guarantor")(i) fail(s) to pay any of the
Indebtedness
when due, by maturity, accelearation or otherwise, or fail(s) to
pay any
indebtedness owing on a demand basis upon demand; or (ii) fail(s)
to comply with
any of the terms or provisions of any agreement between the
undersigned (or any
of them) or any such guarantor and the Bank; or (iii) become(s)
Insolvent or the
subject of a voluntary or involuntary proceeding in bankruptcy, or
a
reorganization, arrangement or creditor composition proceeding, (if
a business
entity) cease(s) doing business as a going concern, (if a natural
person) die(s)
or become(s) incompetent, (if a partnership) dissolve(s) or any
general partner
of it dies, becomes incompetent or becomes the subject of a
bankruptcy
proceeding or (if a corporation of a limited liability company) is
the subject
of a dissolution, merger or consolidation; or (a) if any warranty
or
representation made by any of the undersigned or any guarantor in
connection
with this Note or any of the indebtedness shall be discovered to be
untrue or
incomplete; or (b) if there is any termination, notice of
termination, or breach
of any guaranty, pledge, collateral assignment or subordination
agreement
relating to all or any part of the Indebtednes; or (c) if there is
any failure
by any of the undersigned or any guarantor to pay when due any of
its
indebtedness (other than to the Bank) or in the observance or
performance of any
term, covenant or condition in any document evidencing, securing or
relating to
such indebtedness; or (d) if the Bank deems itself insecure
believing that the
prospect of payment of this Note or any of the Indebtedness is
impaired or shall
fear deterioration, removal or waste of any of the Collateral; or
(e) if there
is filed or issued a levy or writ of attachment or garnishment or
other like
judicial process upon the undersigned (or any of them) or any
guarantor or any
of the Collateral, including without limit, any accounts of the
undersigned (or
any of them) or any guarantor with the Bank, then the Bank, upon
the occurrence
of any of these events (each a "Default"), may at its option and
without prior
notice to the undersigned (or any of them), declare any or all of
the
indebtedness to be immediately due and payable (nothwithstanding
any provisions
contained in the evidence of it to the contrary), cease advancing
money or
extending credit to or for the benefit of the undersigned under
this Note or any
other agreement between the undersigned and Bank, terminate this
Note as to any
future liability or obligation of Bank, but without affecting
Bank's rights and
security interests in any Collateral and the Indebtedness of the
undersigned to
Bank, sell or liquidate all or any portion of the Collateral, set
off against
the Indebtedness any amounts owning by th
