SAMPLE PROMISSORY NOTE

___________________, ("Borrower"), for value received, promises and agrees to pay on or before _____________, to the order of ____________________________________________("Lender"), in lawful money of the United States of America, the principal sum of ____________________( $__________.00 ). In addition to the principal sum, Borrower also agrees to pay interest at the rate of ______% per annum (the "Note Rate") commencing on the date hereof. Principal and Interest on this Note shall be paid as follows:

Payments shall be made to:

___________________________________________

____________________________________________

____________________________________________
or at such other address as Lender may instruct in writing.

All notices to Lender under this Note or under any related loan documents shall be sent to Lender in care of:

___________________________________________

____________________________________________

____________________________________________
or at such other address as Lender may instruct in writing.

PROMISSORY NOTE

Borrower agrees to pay Lender, as points, the sum of $_____________.00 in consideration of Lender's efforts to make the funds lent to Borrower available. Such sum shall be non-refundable to Borrower under any circumstances. Such sum will be paid in cash from Borrower at closing. The note shall be payable in monthly interest-only installments on the first day of each month, beginning _______________, and continuing on the first day of each and every month thereafter until ____________, at which time principal and all accrued interest shall be paid in full.

In the event the principal amount of this note is prepaid prior to _______________________ the unpaid amounts in the interest reserve shall be retained by Lender as a prepayment fee. On thirty (30) days prior written notice, Borrower shall have the right to prepay all or part of the then remaining principal balance of this Note without penalty or premium except for the prepayment fee set forth above, if any.

If any payment (whether by demand or maturity) of principal or interest is not received by Lender on or before three days after it is due, it shall thereafter bear interest at the rate of 28 % per annum (the "Default Rate"), and any remaining balance of principal and interest shall also bear interest at the Default Rate. Any payment made after three days from the due date shall be accompanied by a late payment charge of 10% of the amount of the payment to compensate Lender for the anticipated expenses involved in processing the late payment, loss of opportunity and other damages which Lender would suffer by reason of the payment having been made late.

Each payment made by Borrower shall be applied first to interest with the balance to reduction of principal. Interest shall be computed on the basis of a 360-day year of twelve 30 day months.

If:

1. default is made in the payment of any payment hereof, as and when the same is or becomes due, or

2. default is made in the performance of any covenant or agreement contained in this Note or the Security Documents (as hereinafter defined),

then, without notice or demand, the following provisions shall take effect: (i) the entire principal balance hereof shall bear interest at the Default Rate, and (ii) Lender may declare the entire unpaid principal balance hereof and accrued interest at once due and payable. If this Note is placed in the hands of an attorney for any collection activity, including, but not limited to, collection suit, proceedings in bankruptcy, probate, receivership, reorganization, or other judicial proceedings for the establishment or collection of any amount called for hereunder, or any amount payable or to be payable hereunder is collected through any such proceedings, Borrower agrees to pay to Lender all attorneys' and costs incurred by Lender .

Lender may accelerate the indebtedness represented by this Note without notice or demand in case of a sale or transfer, whether voluntary or involuntary, of all or any part of the Property located in Maricopa County, Arizona (or any interest therein) securing this Note and/or in the case of the voluntary creation of or filing of any liens against said Property, in each instance without the prior written consent of Lender. Lender may withhold such consent in its sole judgment.

Borrower expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, bringing of suit and diligence in taking any action to collect amounts called for hereunder and in the handling of securities at any time existing in connection herewith; and shall be liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder or in connection with any rights, lien, interest or property at any and all times had or existing as security for any amount called for hereunder.

The Borrower agrees to pay an effective rate of interest which is the Note Rate, plus any additional rate of interest resulting from any charges of interest or in the nature of interest paid or to be paid in connection with the loan evidenced by this Note, including, without limitation, all amounts paid by or on behalf of the Borrower to Lender as fees, "points" or " additional earned interest" pursuant to this Note or any agreement related thereto.

It is the intention of Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the laws of the State of Arizona and the laws of the United States of America whichever would allow the higher rate), then, in that event, notwithstanding anything to the contrary in any agreement entered into in connection with or as security for this Note, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under this Note or under any of the other aforesaid documents received or otherwise in connection with this Note shall under no circumstances exceed the maximum amount of interest which Borrower may contract to pay and Lender may receive under applicable law, and any excess shall be credited on this Note by the holder hereof (or, if this Note shall have been paid in full, refunded to Borrower); and (ii) in the event that maturity of this Note is accelerated by reason of an election by the holder hereof resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed as aforesaid by applicable law, and excess interest, if any, provided for in this Note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited on this Note (or if this Note shall have been paid in full, refunded to Borrower).

This Note has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Arizona.

This Note is secured by that (i) certain Deed of Trust and Assignment of Rents and Security Agreement of even date herewith executed by Borrower in favor of Lender conveying certain real property and improvements located in Maricopa County, Arizona ("Deed of Trust") (the "Security Documents").

IN WITNESS WHEREOF, Borrower has executed this Note on this __________________________.

BORROWER:

_________________________
Borrower's Name