Interest shall accrue on a monthly basis on the outstanding principal amount of this Note, plus accrued but unpaid interest (non-compounding), at a rate per annum equal to 8.00%.  The Company and the Holder negotiated such interest rate on an arm's length basis and agree that such interest rate reflects a market rate of interest as of the date hereof.  Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.  Interest will accrue on any principal payment due under this Note until such time as payment therefor is actually delivered to the Holder in accordance with the terms hereof.