Transaction Documents Uses in Acceleration Clause

Acceleration from Note

FOR VALUE RECEIVED, in cash and other consideration, CommerceTel Corporation, a Nevada corporation ("Borrower"), hereby promises to pay to _____________________ or registered assigns ("Holder"), the sum of _______________________ (US$______) (the "Principal").

Acceleration. Upon the occurrence of an Event of Default under this Note, Holder shall have, at its option, the right, without further notice or demand, which Borrower hereby expressly waives, to declare the unpaid principal, interest and all other sums due under any of the Transaction Documents immediately due and payable, and thereafter all such sums shall bear interest at the Default Rate, together with all reasonable attorneys' fees, paralegals' fees and costs and expenses incurred by the Holder in collecting or enforcing payment hereof and thereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and Holder shall have the right to exercise any other rights and remedies that Holder may have, at law or in equity, all without any relief whatsoever from any valuation or appraisement laws. Holder's failure to accelerate the payment of this Note upon the occurrence of one or more events of default shall not constitute a waiver of Holder's right to exercise such options at any subsequent time with respect to the same or any other event of default. Holder's acceptance of any payment under this Note which is less than payment in full of all amounts then due and payable shall not constitute a waiver by Holder of any right to declare a default hereunder or to pursue any remedy available under this Note, at law or in equity, or under any other agreement, instrument or document entered into by and between Borrower and Holder.