MULTIPLE ADVANCE PROMISSORY NOTE

The undersigned hereby agrees:  (a) to any and all extensions and renewals hereof, from time to time, without notice, and that no such extension or renewal shall constitute or be deemed a release of any obligation of any of the undersigned to the holder hereof; (b) that the acceptance by the holder hereof of any performance which does not comply strictly with the terms hereof shall not be deemed to be a waiver or bar of any right of said holder, nor a release of any obligation of any of the undersigned to the holder hereof; (c) to offsets of any sums or property owed to them or any of them by the holder hereof any time; (d) to pay holder in accordance with the terms hereof and the Security Agreements any and all costs, expenses and fees, including reasonable attorneys’ fees, incurred by Lender (i) in negotiating or documenting any extension or modification hereof, (ii) in any attempt to workout or to otherwise adjust the undersigned’s obligations hereund er following the occurrence of an event of default hereunder or an Event of Default (as defined in the Security Agreements) under the Security Agreements, (iii) in enforcing payment hereof whether incurred before, after or irrespective of whether suit is commenced, and, in the event suit is brought to enforce payment hereof, such costs, expenses and fees and all other issues in such suit shall be determined by a court sitting without a jury, (iv) in enforcing any security interest held as collateral for undersigned’s obligations including any proceeding seeking relief from the automatic stay in a Bankruptcy proceeding commenced by or against Maker; and (v) in defending any litigation arising out of this Note; (e) that this Note shall be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions.  This Note has been accepted by Lender in the State of California.

The undersigned represents and warrants that the indebtedness represented by this Note is for commercial or business purposes.    The undersigned hereby waives to the fullest extent possible the application of any statute of limitations applicable to the obligations of the undersigned under this Note.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE UNDERSIGNED HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR EITHER OF THE UNDERSIGNED AGAINST THE OTHER.