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Sample Business Contracts

Promissory Note and Security Agreement - Cerner Corp. and Marvin G. Pember

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                         PROMISSORY NOTE
                     and SECURITY AGREEMENT
                               

June 22, 1998                                         $200,000.00

   For  value  received, the undersigned promises to pay  to  the
order  of  Cerner Corporation, a Delaware corporation  ("Cerner")
the sum of Two Hundred Thousand Dollars ($200,000.00), payable as
follows:



         Date                           Principal Repayment
         ----                           -------------------
                                              
         July 1, 1999                           $0
         July 1, 2000                           $10,000
         July 1, 2001                           $20,000
         July 1, 2002                           $20,000
         July 1, 2003                           $40,000
         July 1, 2004                           $40,000
         July 1, 2005                           $70,000



   This Promissory Note will not bear interest for the first five
(5)  years  and  eight  (8) days.  Beginning  on  July  1,  2003,
interest  will accrue on the unpaid principal balance  hereof  at
the  rate  of  three percent (3%) per annum.  Interest  shall  be
computed  on  the  basis  of a 360-day  year.   Payment  of  this
Promissory  Note shall be made at the office of  Cerner  at  2800
Rockcreek Parkway, Kansas City, Missouri, 64117, or at such other
place  within  the State of Missouri as Cerner may  designate  in
writing to the undersigned, in United States dollars.

   Notwithstanding the foregoing, and without notice by Cerner to
the  undersigned,  the  entire unpaid principal  amount  of  this
Promissory  Note  (plus accrued interest, if  any)  shall  become
immediately  due  and  payable in full  upon  (i)  the  voluntary
termination of the undersigned's employment with Cerner  or  (ii)
Cerner's termination of the undersigned's employment due  to  the
undersigned's  dishonesty, illegal conduct,  breach  of  Cerner's
policy or breach of the undersigned's Cerner Associate Employment
Agreement,   dated  April  15,  1998.   In  the  event   of   the
undersigned's involuntary termination of employment  with  Cerner
(other  than  for the undersigned's dishonesty, illegal  conduct,
breach  of Cerner's policy or breach of the undersigned's  Cerner
Associate Employment Agreement, dated April 15,1998), the  entire
remaining principal amount of this Promissory Note (plus  accrued
interest,  if any) will be due and payable one (1) year following
such  involuntary termination, without notice by  Cerner  to  the
undersigned.

   Any  amount hereunder not paid when due shall thereafter  bear
interest  at  the  lesser  of  the highest  amount  permitted  by
applicable  law  or the prime or base rate of interest  announced
from time to time by CitiBank, N.A., New York, New York.

   The undersigned hereby grants to Cerner a security interest in
(i)  all  outstanding Cerner Performance Plan  ("CPP")  or  other
bonus  payments due to the undersigned from Cerner at  any  time,
(ii)  all  stock  options granted to the undersigned  by  Cerner,
whether  vested  or not vested, and (iii) any  shares  of  Cerner
Common  Stock  acquired  by  the  undersigned  as  a  result   of
exercising any stock options granted to the undersigned by Cerner
as  security  for  all  amounts due  to  Cerner  hereunder.   The
undersigned   will  deliver  to  Cerner  any  such   certificates
representing  Cerner  Common Stock to be  held  by  Cerner.   The
undersigned  shall assist Cerner in taking whatever steps  Cerner
deems  advisable  in  perfecting its  security  interest  in  the
foregoing  collateral,  including  but  not  limited  to  signing
financing  statements, stock powers and control  agreements.   In
the  event that this Promissory Note shall become payable in full
as  set  forth  above, Cerner shall have all of  the  rights  and
remedies of a secured party under the Uniform Commercial Code  as
in  effect in the State of Missouri, including the right to  sell
any  of  the  collateral held by Cerner hereunder and  apply  the
proceeds  thereof  first  to the costs  and  expenses,  including
reasonable  attorney's fees and expenses, incurred by  Cerner  in
exercising its rights hereunder and then to the amount secured by
the  collateral.  In addition to the foregoing, if the amount  of
this  Promissory  Note  is  not paid  when  due,  to  the  extent
permitted  by law, Cerner may set off any moneys due from  Cerner
to the undersigned, including without limitation, salary, CPP and
any  other compensation, if any, against any of the undersigned's
obligations hereunder, whether or not the same is due and in  any
order of priority.

      This Promissory Note is also secured by and subject to  the
benefits  of  the  mortgage, dated June 22,  1998,  made  by  the
undersigned and his spouse in favor of Cerner with respect to the
property  commonly known as 648 East 45th, Kansas City,  Missouri
64110.

      The  undersigned  waives  any  and  all  notices,  demands,
protests  or  other  indulgences or  rights  granted  by  law  in
connection with the collection hereof by Cerner.

      In  witness  whereof,  the undersigned  has  executed  this
Promissory  Note and Security Agreement as of the  day  and  year
first above written.

                                          /s/Marvin G. Pember
                                         ------------------------
                                               Marvin G. Pember

                                   Address:  648 East 45th
                                             Kansas City, Missouri 64110



  Signatory as to the grant of the security interest only:

                                         /s/Beverly K. Pember
                                         ------------------------
                                              Beverly A. Pember





State of  Kansas )
        ---------)
County of Johnson)
         --------
On this 20th day of June in the year 1998, before me, the
undersigned notary public, personally appeared Marvin G. Pember
and Beverly A. Pember, known to me to be the persons whose names
are subscribed to the within instrument, and acknowledged that
each executed the same as their free act and deed.

In witness thereof, I hereunto set my hand and official seal.

                                    Susan K. Parker
                                -------------------------
                                     Notary Public


   SUSAN K. PARKER
    NOTARY PUBLIC
   STATE OF KANSAS
My App. Exp. 11.30.98
            ----------