Sample Business Contracts

Secured Promissory Note - Caldera Systems Inc. and The Canopy Group Inc.

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                             SECURED PROMISSORY NOTE

Principal Amount: $300,000                       Date of Note: December 29, 1999

hereby promises to pay to the order of The Canopy Group, Inc. ("LENDER"), at 240
West Center Street, Orem, Utah 84057, or at such other address as Lender may
specify in writing, the principal sum of $300,000, or such other greater or
lesser amount as may be outstanding, together with interest at the rate of nine
and one-half percent (9.5%) per annum on the unpaid outstanding principal, said
principal and interest payable as follows;

          Payable upon demand or if no demand is made, then any remaining
          accrued interest and principal shall be due on January 14, 2000.

1.   Interest shall be calculated from the date of note until repayment of note.
     Each payment shall be applied first to accrued interest and the balance to
     the reduction of principal. Interest shall be calculated based upon a 360
     day year. Any installment not paid when due shall bear interest thereafter
     at the rate of twelve percent (12%) per annum until paid. This note may be
     prepaid in whole or in part at any time.

2.   As security for the due performance and payment of Company's obligations
     under this Note, Company has entered into a Security Agreement of even date
     herewith with lender ("Security Agreement") whereby Company has granted to
     Lender a security interest in any and all of the assets, properties, goods,
     inventory, equipment, furniture, fixtures, leases, supplies, records,
     money, documents, instruments, chattel paper, accounts, intellectual
     property rights (including but not limited to, copyrights, moral rights,
     patents, patent applications, trademarks, service marks, trade names, trade
     secrets) and other general intangibles, whether owned by Company on the
     date of this Note or hereafter acquired, and all proceeds thereof.

3.   Acceptance by Lender of any partial payment shall not be deemed to
     constitute a waiver by Lender to require prompt payment of this Note upon
     demand. Any partial payment will be applied (a) first, to the payment of
     accrued interest, and (b) second, (to the extent that the amount of such
     prepayment exceeds the amount of all such accrued interest), to the payment
     of principal.

4.   In the event of any action to enforce payment of this Note, in addition to
     all other relief, the prevailing party in such action shall be entitled to
     reasonable attorney's fees and expenses.

5.   The Company hereby waives presentment, protest and demand, notice of
     protest, demand, nonpayment or dishonor.

6.   Company will be deemed to be in default under this Note and the outstanding
     unpaid principal balance of this Note, together with all interest accrued
     thereon, will immediately become due and payable in full, without the need
     for any further action on the part of Lender, upon the occurrence of any of
     the following events (each an "EVENT OF DEFAULT"): (a) upon the filing by
     or against Company of any voluntary or involuntary petition in bankruptcy
     or any petition for relief under the federal bankruptcy code or any other
     state or federal law for the relief of debtors: provided, however, with
     respect to an involuntary petition in bankruptcy, such petition has not
     been dismissed within thirty (30) days after the filing of such petition;
     (b) upon the execution by Company of an assignment for the benefit of
     creditors or the appointment of a receiver, custodian, trustee or similar
     party to take possession of Company's assets or property; or (c) upon any
     material breach, default or violation by Company of any term, condition,
     obligation, representation or covenant of any agreement between Company and
     Lender including the Security Agreement. Upon any Event of Default, Lender
     will have, in addition to its rights and remedies under this Note, full
     recourse against any real, personal,

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     tangible or intangible assets of Company, and may pursue any legal or
     equitable remedies that are available to Lender, and may declare the entire
     unpaid principal amount of this Note and all unpaid accrued interest under
     this Note to be immediately due and payable in full.

7.   This Note is to be governed by and construed in accordance with the laws of
     the State of Utah.

8.   As of the date of this Note, the Company hereby represents and warrants to
     Lender that the Company is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Utah and has all
     requisite corporate power and authority to (i) enter into this Note and the
     Security Agreement, and (ii) carry on its business.

       Executed as of the date first set forth above:

                                             /s/ RANSOM LOVE

                                             By: Ransom Love
                                             Caldera Systems, Inc., President