PROMISSORY NOTE

(Secured by first position deed of trust)

$________.00           Phoenix, Arizona

Dated ____________

FOR VALUE RECEIVED, the undersigned {NAME OF BORROWER} (hereinafter called "Maker"), promises to pay to the order of {NAME OF LENDER}   (the "Payee"; the Payee and each subsequent owner of this Note, whether taking by endorsement or otherwise, are herein successively called "Holder") at such place as Holder may from time to time designate, the principal sum of  ______________ DOLLARS ($________ .00) plus interest calculated on a daily basis (based on a 360-day year) from the date hereof on the principal balance from time to time outstanding as hereinafter provided, principal, interest and all other sums payable hereunder to be paid in lawful money of the United States of America as follows:

A.           From the date of this Note until paid in full, interest shall accrue at the rate of {INTEREST RATE} percent (_____ %) per annum.

B.            {specify payment schedule if any}

C.           {if monthly paymenyts are to be made} All accrued interest shall be due and payable on the first business day of each and every month commencing with the first month after the date of this Note.

D.           The entire principal balance, and all accrued and unpaid interest, if any, and all other amounts payable hereunder, if any, shall be due and payable in full on {BALLOON DATE}.

Late Charge.            If any payment required under this Note is not paid when due, then Maker shall pay a "late charge" equal to ${LATE FEE PER DAY} per day to compensate Holder for administra­tive expenses and other costs of delinquent payments.  This late charge shall be assessed without notice, shall be immediately due and payable and shall be in addition to all other rights and remedies available to Holder.

Application of Payments.            All payments on this Note shall be applied first to the payment of any costs, fees or other charges incurred in connection with the indebtedness evidenced hereby, next to the payment of accrued interest and then to the reduction of the principal balance.

Effective Rate.         Maker agrees to an effective rate of interest that is the rate stated above plus any additional rate of interest resulting from any other charges in the nature of interest paid or to be paid by or on behalf of Maker, or any benefit received or to be received by Holder, in connection with this Note.

Security.         This Note is secured by, among other things, a first position Deed of Trust and Assignment of Rents of even date herewith, executed by Maker, as trustor, in favor of Payee, as beneficiary, encumbering real property  located at {ADDRESS OF PROPERTY} (the "Property"). Such Deed of Trust and all other documents or instruments securing the indebtedness evidenced by this Note or executed or delivered in connection with the indebtedness evidenced by this Note are hereinafter called the "Security Documents."

Due on Sale.   {Optional} Without obtaining the prior written consent of Holder, which consent may be withheld in Holder's sole discretion, Maker shall not sell, transfer, convey, assign or otherwise dispose of, or further encumber, all or any part of the Property or any interest therein, voluntarily or involuntarily, by operation of law or otherwise.  If Maker is a corporation, partnership, joint venture or trust, any material change in the ownership of Maker shall be deemed to be a transfer of the  Property.  Any transfer of the Property without Holder's consent in violation of this section shall entitle Holder to immediately accelerate the entire balance of this Note, without notice.

 Upon the occurrence of any such transaction with Holder's consent, or without Holder's consent if Holder elects not to exercise its rights and remedies set forth above, Holder (i) may increase the interest rate on all or any part of the obligations relating to this Note to its then current market rate for similar indebtedness; (ii) may charge a loan fee and a processing fee in connection with the change; and (iii) shall not be obligated to release Maker from any liability hereunder or for such obligations except to the extent required by law.  Holder=s consent to any such transaction shall not be deemed to be consent or a waiver of the requirement of consent to any other such transaction.

Time is of the Essence.    Time is of the essence of this Note.  At the option of Holder, the entire unpaid principal balance, all accrued and unpaid interest and all other amounts payable hereunder shall become immediately due and payable without notice upon the failure to pay any sum due and owing hereunder as provided herein if such failure continues for ten (10) days after notice thereof to Maker or upon the occurrence of any event of default, as defined in the Security Documents.

Default Rate Interest.    After maturity, including maturity upon acceleration, the unpaid principal balance, all accrued and unpaid interest and all other amounts payable hereunder shall bear interest at that rate which is five percent (5%) above the rate that would otherwise be payable under the terms hereof.  Maker shall pay all costs and expenses, including reasonable attorneys' fees and court costs, incurred in the collection or enforcement of all or any part of this Note, whether or not litigation is filed.  All such costs and expenses shall be secured by the Deed of Trust.  In the event of any court proceedings, court costs and attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Holder.