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                        PROMISSORY NOTE-GUARANTY


               FOR VALUE RECEIVED, the undersigned jointly and severally

        promise to pay to the order of_________________,the sum of______

        ___________ ($         ) Dollars, with interest thereon at the rate

        of_____ % per annum on the unpaid balance.


               Said sum shall be payable as follows:




               The undersigned shall have the right to prepay without

        penalty.  In the event any payment due hereunder is not made

        when due, the entire balance shall be immediately due and

        payable at the option of the holder.


               In the event of default, the undersigned agree to pay all

        reasonable attorney fees and costs of collection.


               Each maker, surety, guarantor or endorser of this note

        waives presentation of payment, notice of non-payment, protest

        and notice of protest and agrees to all extensions, renewals, or

        release, discharge or exchange of any other party or collateral

        without notice.








               FOR VALUE RECEIVED, the undersigned do hereby guarantee

        payment of the above note and agree to remain fully bound until

        fully paid.