Sample Business Contracts

Full-Recourse Promissory Note - Intertrust Technologies Corp. and Bruce Fredrickson

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                         Full-Recourse Promissory Note

$100,000.00                                                     December 7, 2000
                                                         Santa Clara, California

          FOR VALUE RECEIVED, the undersigned Borrower promises to pay to
InterTrust Technologies Corporation (the "Company") at its principal offices at
4750 Patrick Henry Blvd., Santa Clara, California 95054, the principal sum of
one hundred thousand dollars ($100,000.00) together with interest from the date
of this Note on the unpaid principal balance, upon the terms and conditions
specified below.

          1.  Term.  The principal balance of this Note, together with interest
accrued and unpaid to date, shall be due and payable at the close of business on
December 7, 2001.

          2.  Rate of Interest.  Interest shall accrue under the Note on any
unpaid principal balance at the rate of six and one-tenths of one percent
(6.10%) per annum, compounded annually.

          3.  Prepayment.  Prepayment of principal and interest may be made at
any time without penalty.

          4.  Events of Acceleration. The entire unpaid principal sum and unpaid
interest under this Note shall become immediately due and payable upon the
insolvency of the Borrower, the commission of an act of bankruptcy by the
Borrower, the execution by the Borrower of a general assignment for the benefit
of creditors, or the filing by or against the Borrower of a petition in
bankruptcy or a petition for relief under the provisions of the federal
bankruptcy act or another state or federal law for the relief of debtors and the
continuation of such petition without dismissal for a period of ninety (90) days
or more.

          5.  Security.  The Borrower shall be personally liable for payment of
this Note, and assets of the Borrower may be applied to the satisfaction of the
Borrower's obligations hereunder.

          6.  Collection.  If action is instituted to collect this Note, the
Borrower promises to pay all reasonable costs and expenses (including reasonable
attorney's fees) incurred in connection with such action.

          7.  Waiver.  No previous waiver and no failure or delay by the Company
or the Borrower in acting with respect to the terms of this Note shall
constitute a waiver of any breach, default or failure of condition under this
Note or the obligations secured thereby. A waiver of any term of this Note or of
any of the obligations secured thereby must be made in writing and signed by a
duly authorized officer of the Company and shall be limited to the express terms
of such waiver.

     The Borrower hereby expressly waives presentment and demand for payment at
such time as any payments are due under this Note.

          8.  Conflicting Agreements.  In the event of any inconsistencies
between the terms of this Note and the terms of any other document related to
the loan evidenced by the Note, the terms of this Note shall prevail.

          9.  Governing Law.  This Note shall be construed in accordance with
the laws of the State of California.

                                                 /s/ Bruce Fredrickson
                                                 Bruce Fredrickson

                                                 Address:   10667 Goose Haven Dr
                                                            Laffayatte, CO 80026