EXHIBIT 10.2
PROMISSORY NOTE
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, 1996
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For value received, the undersigned, FIELDWORKS, INC., a Minnesota
corporation (the "Maker"), promises to pay to the order of __________ (the
"lender"), at such address as the holder hereof may from time to time designate
in writing, the principal amount of _________________.
Interest on unpaid principal balance from date hereof at a per annum
rate equal to ten percent (10%), calculated on the basis of a year consisting of
365/366 days. No provision of this Note shall require the payment or permit the
collection of interest in excess of the rate permitted by applicable law.
All principal and accrued interest hereunder shall be paid in full on
August 2, 1996.
All payments of principal, interest and fees shall be made in
immediately available funds in lawful money of the United States of America.
The Maker warrants and represents to the Lender that (a) it is a
corporation duly incorporated and in good standing under the laws of its state
of incorporation and duly qualified to do business in each jurisdiction where
such qualification is necessary, (b) the execution and delivery of this Note and
the performance by the Maker of its obligations hereunder are within the Maker's
corporate powers and have been duly authorized by all necessary corporate action
on the Maker's part, and (c) this Note is the Maker's legal valid and binding
obligation enforceable in accordance with its terms the making and performance
of which do not and will not contravene or conflict with the Maker's articles of
incorporation or by-laws or violate or constitute a default under any law any
presently existing requirement or restriction imposed by judicial, arbitrage or
other governmental instrumentality or any agreement instrument or indenture by
which the Maker is bound.
No failure or delay on the part of the holder of this Note in exercising
any power or right under this Note shall operate as a waiver thereof nor shall
any single or partial exercise of any such power or right preclude any other or
further exercise thereof of the exercise of any other power or right. No notice
to or demand on the Maker in any case shall entitle the Maker to any notice or
demand in similar or other circumstances.
The Maker agrees to pay all expenses (including without limitation
reasonable attorneys fees and disbursements) incurred by Lender in connection
with such holder's enforcement of the obligations of the Maker thereunder.
Presentment and demand for payment notice of dishonor, protest and
notice of protest are hereby waived except for written demand for payment as set
forth above. In the event of default as set forth above, the Maker agrees to
pay costs of collection and reasonable attorneys fees.
This Note shall be governed by and construed in accordance with the
internal laws of the State of Minnesota (without giving effect to the conflicts
of laws principles thereof).
FieldWorks INC.
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By
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Its
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