Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation . 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.

SECURITY AGREEMENT AND PROMISSORY NOTE

!his Sec0rity Agree1ent 2the 3Agree1ent45 is 1ade and effective 6%A!E7+

BETWEEN:

[SECURED PARTY NAME] 2the 3Sec0red Party45+ a corporation organi8ed and e9isting 0nder the laws of the 6S!A!E:P&(- $CE7+ with its head office located at;

AND:

[DEBTOR NAME AND ADDRESS] 2the 3%ebtor45+ a corporation organi8ed and e9isting 0nder the laws of the 6S!A!E:P&(- $CE7+ with its head office located at;

,or val0e received+ the 0ndersigned %ebtor+ pro1ises to pay to the order of 6$A.E7+ together with any other holder of this note 23Sec0red Party45+ at its office at 6A%%&ESS7+ 6A.(U$!7+ with interest at the rate of 6<7 per ann01. Pay1ent shall be 1ade in s0ccessive e=0al 1onthly install1ents of 6A.(U$!7+ e9cept the final nstall1ent+ which shall be the balance d0e on this note. Each s0ch nstall1ent is payable on the 6%A'7 of each 1onth+ co11encing on 6%A!E7.

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

0. SECURITY
!o sec0re the pay1ent of this note 6 , APP&(P& A!E+ A%%; A$% A"" (!)E& (*" #A! ($S (, %E*!(& !( SECU&E% PA&!'+ !S SUCCESS(&S A$% ASS #$S+ )(/E-E& C&EA!E%+ /)E!)E& % &EC! (& $% &EC!+ A*S("U!E (& C($! $#E$!+ (& $(/ (& "A!E& E@ S! $#+ %E*!(& #&A$!S !( SECU&E% PA&!' A SECU& !' $!E&ES! $ !)E ,(""(/ $# P&(PE&!' A$% A"" ACCESS(& ES+ PA&!S+ A$% EAU P.E$! $(/ (& "A!E& A,, @E% !( !)E SA.E; 2%ESC& *E C(""A!E&A"57. 6 , APP&(P& A!E+ A%%; !( ,U&!)E& SECU&E !)E PA'.E$! (, !) S $(!E+ SECU&E% PA&!' S)A"" )A-E A " E$ ($ A$% &EC(U&SE !( A$' P&(PE&!' *E"($# $# !( %E*!(& !)A! $(/ (& "A!E& S $ !)E P(SSESS ($ (& C($!&(" (, SECU&E% PA&!'.7 S0ch property shall be in this agree1ent collectively referred to as 3Collateral.4

2. WARRANTIES AND COMMITMENTS

%ebtor warrants and agrees that;

A. !o the e9tent+ if any+ that %ebtor advises Sec0red Party that any of Collateral is being ac=0ired
with the proceeds of the note+ s0ch proceeds 1ay be disb0rsed by Sec0red Party directly to the seller of s0ch Collateral.

*. Collateral+ other than any part of Collateral that prior to the e9ec0tion of this agree1ent %ebtor
advises Sec0red Party in writing consists of e=0ip1ent nor1ally 0sed in 1ore than one state+ shall be Bept at the address of %ebtor shown above and shall not be 1oved witho0t the prior written consent of Sec0red Party+ 6 , APP&(P& A!E+ A%%; E@CEP!+ $ !)E CASE (, .(!(& -E) C"ES+ ,(& !E.P(&A&' A$% (&% $A&' USE $ 2S!A!E57.

C. f any of Collateral shall consist of e=0ip1ent of a type nor1ally 0sed in 1ore than one State+
whether or not act0ally so 0sed+ %ebtor shall i11ediately give written notice to Sec0red Party of any change in the principal place of b0siness of %ebtor+ and of any 0se of any s0ch Collateral in any State other than a State that %ebtor has previo0sly advised Sec0red Party that %ebtor wo0ld 0se Collateral. S0ch Collateral will not+ 0nless Sec0red Party shall otherwise consent in writing+ be 0sed o0tside the territorial li1its of the 6C(U$!&'7.

%. %ebtor has+ or i11ediately will ac=0ire+ f0ll title to Collateral+ and shall at all ti1es Beep Collateral
free of all liens and clai1s whatsoever+ other than the sec0rity interest 0nder this note and agree1ent.

E. $o financing state1ent covering any of the Collateral is on file in any p0blic office+ and %ebtor
shall fro1 ti1e to ti1e+ at the re=0est of Sec0red Party+ e9ec0te or Coin in e9ec0ting s0ch financing state1ent and other doc01ents+ pay the cost of filing or recording the state1ent and doc01ents in all p0blic offices dee1ed necessary by Sec0red Party+ and do s0ch other acts as Sec0red Party 1ay re=0est to perfect+ establish and 1aintain a valid sec0rity interest in Collateral+ incl0ding+ b0t not li1ited to+ deposit with Sec0red Party of any certificate of title iss0able with respect to any of Collateral and notation on the certificate of the sec0rity interest 0nder this note and agree1ent.

,. %ebtor shall not sell+ transfer+ lease or otherwise dispose of any of Collateral or any interest in
Collateral e9cept with the prior written consent of Sec0red Party.

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

#. %ebtor shall at all ti1es Beep Collateral in good order and repair+ e9cepting any loss+ da1age or
destr0ction that is f0lly covered by proceeds of ins0rance or that res0lts fro1 ordinary 0se.

). %ebtor shall at all ti1es Beep Collateral ins0red against loss+ da1age+ theft and other risBs+ in
s0ch a1o0nts+ with s0ch co1panies and 0nder s0ch policies and in s0ch for1 as shall be satisfactory to Sec0red Party. S0ch policies shall provide that loss 0nder the policy shall be payable to Sec0red Party as its interest 1ay appear+ and Sec0red Party 1ay apply any proceeds of s0ch ins0rance that 1ay be received by Sec0red Party to pay1ent of any of the liabilities of %ebtor to Sec0red Party regardless of whether d0e. S0ch application of proceeds 1ay be 1ade in s0ch order as Sec0red Party deter1ines proper. S0ch policies of ins0rance shall+ if sec0red parties so re=0est+ be deposited with Sec0red Party.

. Sec0red party 1ay e9a1ine and inspect Collateral or any part of the sa1e+ wherever located+ at
any reasonable ti1e.

1. USE OF COLLATERAL
Until defa0lt 0nder this note and agree1ent+ %ebtor 1ay have possession of Collateral and 0se the sa1e in any lawf0l 1anner not inconsistent with this note and agree1ent or with any policy of ins0rance on any of Collateral.

2. REIMBURSEMENT OF EXPENSES
Sec0red party 1ay perfor1 any obligation of %ebtor 0nder this agree1ent that %ebtor fails to perfor1+ and Sec0red Party 1ay taBe any other action that Sec0red Party dee1s necessary for the 1aintenance or preservation of any of the Collateral or the interest of Sec0red Party in Collateral. %ebtor shall i11ediately rei1b0rse Sec0red Party for all e9penses inc0rred by Sec0red Party in connection with the foregoing+ together with interest at the rate of 6<7 per ann01 fro1 the date inc0rred.

3. DELINQUENT PAYMENTS
%ebtor shall pay late charges of 6CE$!S7 per 6%(""A&7 on any nstall1ent 1ore than 6$U.*E&7 days delin=0ent and shall pay interest on the 0npaid balance of this note+ after s0ch balance beco1es d0e as in this agree1ent provided+ at the highest lawf0l rate.

4. REFUND CREDIT
(n pay1ent by %ebtor of the balance d0e before the sched0led 1at0rity of this note+ a ref0nd credit shall be granted if and to the e9tent provided by law.

5. DEFAULT
!he occ0rrence of any of the following events shall constit0te a defa0lt;

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

A. $onpay1ent+ when d0e+ of any a1o0nt payable 0nder this note and agree1ent or fail0re of
%ebtor to perfor1 any agree1ent contained in this agree1ent.

*. Any 1aterial false or 1isleading state1ent+ representation+ or warranty of %ebtor in this

agree1ent or in any other writing at any ti1e f0rnished by %ebtor to Sec0red Party.

C. nsolvency or inability of %ebtor to pay debts as they 1at0re+ the 1aBing by %ebtor of an
assign1ent for the benefit of creditors+ or instit0tion of any proceeding by or against %ebtor alleging that %ebtor is insolvent or 0nable to pay debts as they 1at0re.

%. Entry of any C0dg1ent against %ebtor. E. 6 , APP" CA*"E+ A%%; (& (, A$' PA&!$E& (, %E*!(&7. ,. %eter1ination by Sec0red Party+ in its absol0te discretion+ that it is insec0re for any reason
whatsoever.

6. REMEDIES
(n any defa0lt 0nder this agree1ent+ all re1aining install1ents on the note shall+ at the option of Sec0red Party+ beco1e i11ediately d0e and payable+ and Sec0red Party 1ay e9ercise at any ti1e any rights and re1edies available to it 0nder 6C !E "A/7. %ebtor shall+ in case of defa0lt+ asse1ble at the e9pense of %ebtor all of Collateral at a convenient place acceptable to Sec0red Party and shall pay all costs inc0rred by Sec0red Party in collecting note and enforcing the rights of Sec0red Party 0nder this agree1ent+ incl0ding reasonable attorney fees and legal e9penses and e9penses of any repairs to any real or other property to which any of Collateral 1ay be affi9ed. !o the e9tent that notice of intended disposition of any of Collateral is re=0ired by law+ s0ch notice+ if 1ailed+ shall be dee1ed reasonably and properly given if 1ailed at least 6$U.*E&7 days before s0ch disposition+ postage prepaid+ addressed to %ebtor at the location appearing on the records of Sec0red Party. Any proceeds of any disposition of any of Collateral 1ay be applied by Sec0red Party+ after satisfaction of the obligation represented by this note+ to the pay1ent of e9penses in connection with Collateral+ incl0ding reasonable attorney fees and legal e9penses. Any balance of s0ch proceeds 1ay be applied by Sec0red Party to the pay1ent of other liabilities of %ebtor to Sec0red Party+ and in s0ch order of application+ as Sec0red Party 1ay fro1 ti1e to ti1e elect.

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

7. CONFESSION OF JUDGMENT
!o f0rther sec0re pay1ent of this note+ %ebtor irrevocably a0thori8es any attorney of any co0rt of record to appear for %ebtor at any ti1e after pay1ent is d0e+ whether by acceleration or otherwise+ and confess C0dg1ent+ witho0t process+ in favor of Sec0red Party. F0dg1ent 1ay be entered for s0ch a1o0nt as 1ay be 0npaid 0nder this note+ together with costs of s0ch proceedings and attorney fees 6<7 of the a1o0nt 0npaid 0nder this note. %ebtor waives and releases all errors that 1ay occ0r in any s0ch proceeding and consents to i11ediate e9ec0tion on s0ch C0dg1ent+ ratifying and confir1ing all that s0ch attorney 1ay do by virt0e of this note and agree1ent.

00. NOTICE
%ebtor waives present1ent+ de1and+ notice of dishonor+ protest and all other notices whatsoever. Sec0red party 1ay fro1 ti1e to ti1e e9tend or renew the note for any period+ regardless of whether for a longer period than the original period of the note+ and grant any releases+ co1pro1ises or ind0lgences with respect to the note+ any e9tension or renewal of the note or any sec0rity for the note or to any party liable 0nder the note or this agree1ent+ all witho0t notice to or consent of %ebtor and witho0t affecting the liability of %ebtor 0nder this note and agree1ent.

00. WAIVER
$o delay by Sec0red Party in the e9ercise of any right or re1edy 0nder this note and agree1ent shall operate as a waiver of the sa1e+ and no single or partial e9ercise by Sec0red Party of any s0ch right or re1edy shall precl0de other or f0rther e9ercise of the sa1e or the e9ercise of any other right or re1edy.

02. CONSTRUCTION AND EFFECT

!his co1bined note and sec0rity agree1ent has been delivered at 6,U"" A%%&ESS7 and shall be constr0ed in accordance with 6C !E "A/7. /henever possible+ each provision of this note and agree1ent shall be interpreted in s0ch 1anner as to be effective and valid 0nder applicable lawG however+ if any s0ch provision shall be prohibited by or invalid 0nder applicable law+ s0ch provision shall be ineffective to the e9tent of s0ch prohibition or invalidity witho0t invalidating the re1ainder of s0ch provision or the re1aining provisions of this note and agree1ent. !he rights and privileges of Sec0red Party 0nder this note and agree1ent shall in0re to the benefit of its s0ccessors and assigns.

$ / !$ESS /)E&E(,+ each party to this agree1ent has ca0sed it to be e9ec0ted at 6P"ACE (, E@ECU! ($7 on the date indicated below. %E*!(& SECU&E% PA&!'

A0thori8ed Signat0re

A0thori8ed Signat0re

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Print $a1e and !itle

Print $a1e and !itle

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