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2. Acceleration. The unpaid principal and interest due under this Note will become immediately due and payable in accordance with the terms of the Loan Agreement. In any case, this Note shall become due and payable in full no later than twelve (12) months after the date of this Note.

3. Default. Borrower will be deemed to be in default under this Note as provided in the Loan Agreement.

4. Prepayment. Borrower may prepay the unpaid principal and interest due as provided in the Loan Agreement.

5. Assignment. This Note is freely transferable and assignable by the Company. Any reference to the Company herein will be deemed to refer to any subsequent transferee of this Note at such time as such transferee holds this Note.

6. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

6.1 Choice of Law and Venue.

THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF _________(PLACENAME) WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR ANY REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF _________(PLACENAME). THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SAN MATEO, STATE OF _________(PLACENAME) OR, AT THE SOLE OPTION OF LENDER, IN ANY OTHER COURT IN WHICH LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH OF BORROWER AND LENDER WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 6.

6.2 Jury Trial Waiver.

BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF BORROWER AND LENDER REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

7. Waivers. Borrower hereby waives presentment, notice of non- payment, notice of dishonor, protest, demand and diligence.

IN WITNESS WHEREOF, Borrower has executed this Note as of the date and
year first above written.


BORROWER:

/s/ BBB(sb)

Name: BBB(sb)


/s/ CCC(sb)

Name: CCC(sb)



ACCEPTED AND ACKNOWLEDGED:

THE COMPANY

AAA, Inc.

By: /s/ _________

Name: _________

Title: _________

EXHIBIT B


PLEDGE AGREEMENT


This Pledge Agreement as the same may be amended, modified or supplemented from time to time ("Pledge Agreement") dated as of _________,_________,_________(M/D/Y), is made by and between, on the one hand, BBB(sb), an individual, and CCC(sb), his spouse (collectively referred to hereinafter as "Pledgor"), and, on the other hand, AAA, Inc., a _________ corporation ("Pledgee").

RECITALS


A. Pursuant to that certain Loan and Security Agreement dated as of _________,_________,_________(M/D/Y) (as the same may from time to time be amended, modified or supplemented, the "Loan Agreement"), by and between Pledgor and Pledgee, Pledgee has agreed to make certain advances of money and to extend certain financial accommodations to Pledgor in the amounts and manner set forth in the Loan Agreement (collectively, the "Loan").

B. Pledgee is willing to make the Loan to Pledgor, but only upon the condition, among others, that Pledgor shall have executed this Pledge Agreement and delivered same to Pledgee and shall have delivered to Pledgee the Pledged Collateral (each as defined below), in order to secure the obligations of Pledgor under the Loan Documents.

Agreement

Now, Therefore, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor and Pledgee hereby agree as follows:

Section 1. Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

"Pledged Collateral" shall have the meaning set forth in Section 2.

"Obligations" mean all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document owing by the Pledgor to the Pledgee whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising.

Section 2. Pledge. As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or otherwise) of the Obligations, together with, without limitation, the prompt payment of all expenses, including, without limitation, reasonably attorneys' fees and legal expenses, incidental to the collection of the Obligations and the enforcement or protection of Pledgee's lien in and to the collateral pledged hereunder, Pledgor hereby pledges and grants to Pledgee a security interest in all of the following (collectively, the "Pledged Collateral"): the shares listed on Schedule 1 hereto (the "Pledged Shares") owned or held by Pledgor and the certificates representing the Pledged Shares, and all dividends, cash instruments, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares. The Obligations and all other obligations and covenants to be performed by Pledgor under this Pledge Agreement shall hereinafter from time to time be collectively referred to as the "Secured Obligations."

Section 3. Delivery of Pledged Collateral. Pledgor shall deliver to Pledgee all certificates or other instruments representing or evidencing any Pledged Shares, accompanied by appropriate duly executed instruments of transfer or assignment (including, without limitation, stock powers) in blank. Except as specifically provided in Section 6, Pledgor shall receive all certificates, cash, instruments, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares in trust for Pledgee and shall immediately upon receipt deliver to Pledgee such certificates, cash, instruments, and other property and proceeds, together with any necessary endorsement.

Section 4. Representations and Warranties. Pledgor hereby represents and warrants to Pledgee as follows: