XYZ INC PROMISSORY NOTE

April __, 20__

1. FOR VALUE RECEIVED, ABC Corporation., ______, City______, State_____, Zip______("Maker"), promises to pay to the order of XYZ INC. , a California corporation ("Holder"), at Holder's office at ______, Suite _____, City______, State____, Zip______, or at such other place as Holder may from time to time designate, the principal sum of ______($______) plus interest as specified in this promissory note (the "Note"). This Note evidences the deferred payment of a portion of the Purchase Price payable forprinted circuit board purchases by and between Maker and Holder (the "Purchase Agreement").

2.Maker promises to pay interest on the unpaid principal amount hereof from the date hereofuntil such principal amount is paid in full at the rate of _____ percent (_%) per annum (the "Note Rate").This note is to be secured by security/collateral as specified in the Security Agreement between the parties attached hereto.

3. The principal amount hereof shall be due and payable in full on the ______date (the "Payment Date") that is ___ months after the Effective Date.

4. Interest on the unpaid principal amount hereof shall be due and payable in fullon the Payment Date.

5.IfMaker fails to make any payment of principal or interest on the Payment Date, Maker agrees to pay interest on the late principal or interest payment at an annual rate (the "Default Rate") of ____ percent (_%) in excess of the Note Rate, from the date the late payment becomes due until Maker pays in full such late payment.

6.From and after maturity of this Note, whether by acceleration or otherwise, all sums then due and payable under this Note, including all principal and all accrued and unpaid interest, shall bear interest until paid in full at the Default Rate.

7.Maker has also executed a Purchase Agreement for printed circuit boardpurchases dated the date ______.

8.The occurrence of any of the following shall constitute an "Event of Default" under this Note: (i) Maker shall fail to pay when due any principal or interest due hereunder; or (ii) any representation or warranty of Maker under the Purchase Agreement shall be false in any material respect and such default is not cured within ten (10) days or any defined "event of default" shall occur under any of the other Transaction Documents; or (iii) Maker shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail or admit in writing its inability to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Maker shall filea voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under Title I I of the United States Code, as amended or recodified from time to time or any successor statute ("Bankruptcy Code"), or under any state or federal law granting relief to Makers, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to said Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for Makers is filed or commenced against Maker, or Maker shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or Maker shall be adjudicated as bankrupt, or an order for relief shall be entered by any court of competent jurisdiction under said Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for Makers; or (iv) the dissolution or liquidation of Maker; or Maker or any of its directors or shareholders shall take any action seeking to effect the dissolution or liquidation of Maker.

9. If an Event of Default shall occur, (a) indebtedness of Maker here-under shall (automatically and without further action, in the case of an Event of Default under Section 8.a.(iii) and, in all other cases, at Holder's option and without notice) become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which

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