CIRCUIT COURT OF THE STATE OF [specify]
COUNTY OF [specify]

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XYZ - d/b/a [specify d/b/a]

INDEX NO.

                DEFENDANT.
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STATE OF [specify]
        ) ss.,:
COUNTY OF [specify]

[specify name], being duly sworn, deposes and says:

1. I am the President of Defendant [specify company] whose corporate address is [specify address].

UNDERLYING FACTS

2. This Affidavit for Judgment by Confession ("Affidavit") is given for a debt due to Plaintiff ("XYZ"), arising out of the following facts: ABC and XYZ entered into an agreement dated July 15, 1988 entitled "Sales Representative Agreement" ("Rep Agreement"). ABC terminated the Rep Agreement on May 27, 1993.

3. XYZ has made claims against ABC as to commissions allegedly owing to XYZ for orders placed prior to the termination.

4. In settlement of all claims, ABC delivered to counsel for XYZ, Law Offices of Steven Mitchell Sack, all three of the following: (1) an executed Settlement Agreement and Mutual Release; (2) this Affidavit; and (3) a $168,000.00 promissory note, an unsigned copy of which is attached as Exhibit" A" to this Affidavit ("Note").

Confession of Judgment

5. If and only if (a) ABC, Inc. fails to make a payment required by the Note and (b) ABC, INC. fails to make said payment pursuant to the ten-day Notice of Non-Payment provisions of Numbered Paragraph 2 of the Note ("Ten-Day Notice Provisions") and (c) XYZ files a declaration under penalty of perjury with the above-entitled court after first giving a three-day Notice of intention to do so that ABC, Inc. failed to make a payment required by the note and that ABC, Inc. thereafter failed to make such payment pursuant to the Ten-Day Notice Provisions, then ABC, Inc. authorizes XYZ to file this Affidavit and have judgment entered against ABC, INC. in the total amount of $168,000.00 (less any payments on the Note already received by XYZ) ("the Judgment"), in the form of the Judgment attached as Exhibit "B". Such judgment may be entered in the Circuit Court of [specify] County or such other court or jurisdiction that may be necessary or convenient to the plaintiff.

6. XYZ's total recovery for its claims for all services previously provided to ABC, INC. shall consist of (1) the Judgment, (2) interest on the Judgment at the rate of Sixteen Percent (16%) per annum or the maximum legal rate, whichever is greater, and (3) reasonable attorneys fees incurred in filing, enforcing and collecting the Judgment.

7. In the event ABC, Inc. is unable to pay any portion of the judgment, I, [specify name], personally guarantee to pay and satisfy any default therein and authorize this Court to enter the Judgment against myself personally, jointly and severally pursuant to the Personal Guaranty which I have signed and which is annexed to and made a part of the Note.

8. This Affidavit for Judgment by Confession is not for the purpose of securing ABC, Inc. against a contingent liability and is not an installment loan.

9. I, [specify name], am an authorized agent of ABC, Inc. and I am duly authorized to bind ABC, Inc., and to enter into this Affidavit on behalf of ABC, Inc.

By:

_________________________
President

Sworn to before me this _____ day of February, 2XXX.

_________________________
NOTARY PUBLIC