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EXHIBIT 10.2
PROMISSORY NOTE
$______________ Minneapolis, Minnesota
September 14, 2001
FOR VALUE RECEIVED, Active IQ Technologies, Inc., a corporation
organized and existing under the laws of the State of Minnesota (the "Maker"),
hereby unconditionally promises to pay to ____________________, or his
successors and assigns (the "Payee"), at Minneapolis, Minnesota or at such other
place or places as may be designated by the Payee from time to time, the
principal sum of _______________________________________________________________
($____________) (the "Principal Sum").
The Principal Sum shall be due and payable in four (4) equal
installments of ___________________________________________ Dollars ($________)
on each of the 4, 8, 12 and 16-month anniversaries of the date hereof,
respectively. In the event any installment of the Principal Sum is not paid when
due, interest shall accrue on the outstanding Principal Sum at the rate of Ten
Percent (10%) per annum, calculated on a 365-day year.
All payments on account of this Note, when paid, shall be applied first
to the payment of all interest then due on the unpaid Principal Sum and the
balance, if any, shall be applied to reduction of the unpaid balance of the
Principal Sum. This Note may be prepaid in full or in part at any time without
premium.
Maker waives presentment, protest and demand, notice of protest, notice
of dishonor and non-payment of this Note.
This Note is the "Buyer's Note" within the meaning of that certain
Agreement and Plan of Merger dated August 30, 2001 (the "Merger Agreement"), by
and among Active IQ Technologies, Inc., CBS Acquisition, Inc. and Champion
Business Systems, Inc. The payment of this Note is secured under the terms of a
"Pledge Agreement" (as defined in the Merger Agreement) of even date herewith,
including any event of default specified therein. By accepting this Note, the
Payee hereby appoints Xxxxx X. Xxxx as its "Collateral Agent" pursuant to the
Pledge Agreement.
The terms, conditions and provisions of this Note shall be construed
and enforced according to the laws of the State of Minnesota.
IN WITNESS WHEREOF, the duly authorized officer of Maker has caused
this Note to be executed on the date first written above.
ACTIVE IQ TECHNOLOGIES, INC.,
a Minnesota corporation
By:
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X. Xxxxxx Xxxx
Its: President and Chief Operating Officer
