CONSTRUCTION LOAN AGREEMENT

THIS CONSTRUCTION LOAN AGREEMENT ("Construction Loan Agreement") is made this ___ day of July, 2005, by and between [BORROWER NAME], a [STATE] [ENTITY TYPE] whose address is [BORROWER ADDRESS] (hereinafter called "Borrower"), and [LENDER NAME], a [LENDER ENTITY TYPE] whose address is [LENDER ADDRESS] ("Lender").

RECITALS

A. Borrower is in the process of constructing the Project (as hereinafter defined); and

B. Borrower has requested a loan from Lender for the purpose of financing the construction of the Project and for the other purposes set out in the Construction Budget; and

C. Lender has agreed to make and Borrower has agreed to accept a loan, subject to the terms, covenants and conditions hereinafter set forth.

TERMS, COVENANTS AND CONDITIONS

In consideration of the premises and for good and valuable consideration paid by each party to the other, the receipt and adequacy of which are hereby mutually acknowledged, the Borrower and Lender agree as follows:

ARTICLE I

RECITALS, DEFINITIONS, RULES OF

CONSTRUCTION AND EXHIBITS

1.1 Recitals. The foregoing recitals are hereby incorporated into this Construction Loan Agreement.

1.2 Definitions. All Capitalized term used in the Construction Loan Agreement without definition shall have the meaning assigned in the Loan Agreement or other Loan Documents which are incorporated into and made part of this Construction Loan Agreement by reference. All Capitalized terms used in this Construction Loan Agreement without definition shall have the meaning assigned in the Loan Agreement or other Loan Documents which are incorporated into and made part of this Construction Loan Agreement by reference. As used in this Construction Loan Agreement, the following words and terms shall have the following meanings:

"Additional Advance" means those Advances following the Initial Advance.