Sample Business Contracts

Promissory Note and Security Agreement - Cerner Corp. and Glenn Tobin

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                         PROMISSORY NOTE
                     and SECURITY AGREEMENT

April 30, 1998                                        $100,000.00

   For  value  received, the undersigned promises to pay  to  the
order  of  Cerner Corporation, a Delaware corporation  ("Cerner")
the sum of One Hundred Thousand Dollars ($100,000.00), payable on
April  30,  2003,  together with interest 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, if the undersigned's employment
with Cerner is terminated for any reason, whether by Cerner or by
the  undersigned,  this Promissory Note shall become  immediately
due  and  payable  in  full, without  notice  by  Cerner  to  the

   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.

   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/Glenn Tobin
                                            Glenn Tobin, Ph.D.

                                        Address: 610 W. 56th St.
                                                 Kansas City, MO 64113

  Signatory as to the grant of the security interest only:

                                        /s/Nancy Beer Tobin
                                   Name:Nancy Beer Tobin