Sample Business Contracts

Secured Promissory Note - Inc.

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                            SECURED PROMISSORY NOTE

 ------------                                          -------------------------
                                                             Seattle, Washington

     For value received, _____________, an individual residing in the State of
Washington ("Officer"), promises to pay to, Inc., a Washington
corporation (the "Holder"), the principal sum of ____________________. Interest
shall accrue from the date of this Note on the unpaid principal amount at a rate
equal to six percent (6%) per annum, compounded annually. This Note is subject
to the following terms and conditions.

     1.   Maturity.  Principal and any accrued but unpaid interest under this
Note shall be due and payable upon demand by the Holder at any time after the
earlier to occur of (i) October 14, 2004, (ii) the expiration of any contractual
lock-up period after the Holder's initial public offering of its common stock
(the "IPO") (if Officer is a selling shareholder in such IPO or, if Officer is
not a selling shareholder in such IPO, in Holder's next registered public
offering of its securities in which Officer is a selling shareholder), or (iii)
the expiration of any contractual lock-up period or other lock-up period imposed
under the Securities Act of 1933, as amended, with respect to shares received by
Officer in exchange for his shares of Holder's Common Stock in connection with
an acquisition of Holder. The entire unpaid principal sum of this Note, together
with accrued and unpaid interest thereon will be forgiven and this Note will be
cancelled in its entirety upon the earlier to occur of (A) the insolvency of
Officer or Holder, (B) the commission of any act of bankruptcy by Officer or
Holder, (C) the execution by Officer or Holder of a general assignment for the
benefit of creditors, (D) the filing by or against Officer or Holder of a
petition in bankruptcy or any petition for relief under the federal bankruptcy
act or the continuation of such petition without dismissal for a period of
ninety (90) days or more, or (E) the appointment of a receiver or trustee to
take possession of the property or assets of Officer or Holder.

     2.   Payment.  All payments shall be made in lawful money of the United
States of America at such place as the Holder hereof may from time to time
designate in writing to Officer. Payment shall be credited first to the accrued
interest then due and payable and the remainder applied to principal. Prepayment
of this Note may be made at any time without penalty.

     3.   Transfer; Successors and Assigns.  The terms and conditions of this
Note shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. Notwithstanding the foregoing, the Holder may not
assign, pledge, or otherwise transfer this Note without the prior written
consent of Officer, except for transfers to affiliates. Subject to the preceding
sentence, this Note may be transferred only upon surrender of the original Note
for registration of transfer, duly endorsed, or

accompanied by a duly executed written instrument of transfer in form
satisfactory to the Holder. Thereupon, a new note for the same principal amount
and interest will be issued to, and registered in the name of, the transferee.
Interest and principal are payable only to the registered holder of this Note.

     4.   Governing Law.  This Note and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.

     5.   Notices.  Any notice required or permitted by this Note shall be in
writing and shall be deemed sufficient upon delivery, when delivered personally
or by a nationally-recognized delivery service (such as Federal Express or UPS),
or forty-eight (48) hours after being deposited in the U.S. mail, as certified
or registered mail, with postage prepaid, addressed to the party to be notified
at such party's address as set forth below or as subsequently modified by
written notice.

     6.   Amendments and Waivers.  Any term of this Note may be amended only
with the written consent of Officer and the Holder. Any amendment or waiver
effected in accordance with this Section 6 shall be binding upon Officer, the
Holder and each transferee of the Note.


     7.   Security Interest.  This Note is secured by certain assets of Officer
in accordance with a separate Pledge Agreement (the "Pledge Agreement") of even
date herewith between Officer and the Holder. In case of an Event of Default (as
defined in the Pledge Agreement), the Holder shall have the rights set forth in
the Pledge Agreement.



                                             Address:   1000 Dexter Avenue
                                                        Suite 400
                                                        Seattle, WA  98104






Address:  1000 Dexter Avenue
          Suite 400
          Seattle, WA  98104