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3. COVENANTS OF BORROWER.

3.1 Insurance Covering Collateral. Borrower shall maintain all risk property damage insurance policies covering the Property in an amount at least equal to the value of the dwelling on the Property.

3.2 Further Assurances. In addition to the obligations and documents that this Agreement expressly requires Borrower to execute, deliver and perform, Borrower will execute, deliver and perform any and all further acts or documents which Lender may reasonably require in order to carry out the purposes of this Agreement or any of the other Loan Documents.

4. CONDITIONS PRECEDENT TO OBLIGATIONS OF LENDER. The obligation of Lender to make this Loan is subject to the satisfaction (or written waiver by Lender) of each and all of the following conditions precedent:

4.1 Representations True. All representations and warranties of Borrower contained in this Agreement and in all other Loan Documents will be true, correct and complete in all respects.

4.2 Note, Second Deed of Trust and Stock Pledge Agreement. Lender will have received from Borrower the Note, the Second Deed of Trust and the Stock Pledge Agreement, each duly executed by Borrower.

4.3 Loan Effective Date. The Effective Date of this Loan must be earlier than _________,_________,_________(M/D/Y).

5. DEFAULT BY BORROWER.

5.1 Acceleration. The unpaid principal and interest due under this Loan will become immediately due and payable, without the need for any further action on the part of Lender or any other holder of the Note: (a) upon Borrower's sale, gift, assignment or other transfer of the Property, except for transfers which, by law, cannot be restricted by a due-on-sale clause, (b) upon Borrower's sale, gift, assignment or other transfer of the Northern _________(PLACENAME) Residence, except for transfers which, by law, cannot be restricted by a due-on- sale clause, (c) upon termination of Borrower's employment with Lender for any reason other than termination without cause by Lender or (d) upon Borrower's failure to apply the appropriate proceeds of any sale of Pledged Shares to pay down this Loan in accordance with Section 1.6. In the event that Lender terminates Borrower's employment with Lender without cause, the unpaid principal and interest due under this Loan will become immediately due and payable, without the need for any further action on the part of Lender or any other holder of the Note, on the date that is one hundred eighty (180) days after the date of termination of Borrower's employment with Lender. In any case, this Loan shall become due and payable in full no later than twelve (12) months after the date of the Note.

5.2 Default. Borrower will be deemed to be in default of this Loan if: (a) Borrower fails to pay Lender (or, in the event another party holds the Note, such holder) the full amount of unpaid principal and interest due under this Loan on or before the Maturity Date, and (b) Borrower does not cure this failure to pay within five (5) calendar days after Lender gives Borrower written notice of such failure to pay.

5.3 Remedies Upon Default. Upon Borrower's default of this Loan, Lender may pursue its rights under the Note, the Second Mortgage and the Stock Pledge Agreement. The rights and remedies of Lender herein provided will be cumulative and not exclusive of any other rights or remedies provided by law or otherwise.

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. MISCELLANEOUS.

7.1 Entire Agreement. The Loan Documents constitute the entire agreement and understanding among the parties with respect to the subject matter thereof and supersede any prior understandings or agreements of the parties with respect to such subject matter.

7.2 Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and assigns of the parties, including any subsequent holders of the Note; provided, however, that Borrower may not assign or delegate any of its rights or obligations hereunder or under any other Loan Document or any interest herein or therein without Lender's prior written consent.

7.3 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.4 Construction. This Agreement and its exhibits are the result of negotiations between the parties and have been reviewed by each party hereto. Accordingly, this Agreement will be deemed to be the product of the parties hereto and no ambiguity will be construed in favor of or against any party.

7.5 Modification; Waiver. This Agreement may be modified or amended only by a writing signed by both parties hereto. No waiver or consent with respect to this Agreement will be binding unless it is set forth in writing and signed by the party against whom such waiver is asserted. No course of dealing between Borrower and Lender will operate as a waiver or modification of any party's rights under this Agreement or any other Loan Document. No delay or failure on the part of either party in exercising any right or remedy under this Agreement or any other Loan Document will operate as a waiver of such right or any other right. A waiver given on one occasion will not be construed as a bar to, or as a waiver of, any right or remedy on any future occasion.

7.6 Severability. The invalidity or unenforceability of any term or provision of this Agreement will not affect the validity or enforceability of any other term or provision.

7.7 Attorneys' Fees. If either party hereto commences or maintains any action at law or in equity (including counterclaims or cross-complaints) against the other party hereto by reason of the breach or default or claimed breach or default of any term or provision of this Agreement or any other Loan Document, then the prevailing party in said action will be entitled to recover its reasonable attorneys' fees and court costs incurred therein. This provision does not limit Lender's ability to recover additional expenses under the Note.

7.8 Counterparts. This Agreement may be executed in one or two counterparts, each of which will be deemed an original, but together will constitute one and the same instrument.

7.9 Section Titles. The Section titles contained in this Agreement are and will be without substantive meaning or content of any kind and are not part of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the Effective Date.

BORROWER: LENDER:
AAA, Inc.


/s/ BBB(sb) * By: /s/ _________

Namw: BBB(sb), an individual Name: _________

Title: _________

/s/ CCC(sb) *

Name: CCC(sb), an individual


* Signed without legal counsel.

EXHIBIT A

SECURED PROMISSORY NOTE

_________(PLACENAME)
$ _________ _________,_________,_________(M/D/Y)

For value received, BBB(sb), an individual, and CCC(sb), his spouse (collectively, "Borrower") hereby promise to pay to the order of AAA, Inc., a Delaware corporation (the "Company") on or before _________,_________,_________(M/D/Y), at the Company's principal place of business at _________(address), or at such other place as the Company may direct, the principal sum of $ _________($ _________), together with interest at the rate of four and eighty-one hundredths percent (4.81%), provided, however, that the at which interest will accrue on unpaid principal under this secured promissory note (as may be amended, restated, supplemented, or otherwise modified from time to time, this "Note") will not exceed the highest rate permitted by applicable law. Accrued interest is payable on the date that is three months after the date of this Note and every three months thereafter until this Note has been repaid in full. Interest will continue to accrue until the date on which all amounts owing on this Note have been repaid in full.

This Note is issued pursuant to and governed by the terms of that certain Loan and Security Agreement, dated _________,_________,_________(M/D/Y), between the Company and Borrower (the "Loan Agreement"). Terms not defined herein shall have the meanings assigned to them in the Loan Agreement.

1. Security. Payment of this Note is secured by: (a) the Second Mortgage on the Property, and (b) Borrower's pledge of the Pledged Shares in accordance with the terms of the Pledge Agreement.

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.
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