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                                                                   Exhibit 10.16


                                    EXHIBIT B
                                  NON-RECOURSE
                                 PROMISSORY NOTE



$                 .00                                     Minneapolis, Minnesota
 -----------------                                       ____________ __, 2000__

         FOR VALUE RECEIVED, the undersigned, D. Bradly Olah (the "Debtor"),
promises to pay to the order of Active IQ Technologies, Inc. (the "Payee"), at
its offices at 601 Carlson Parkway, Suite 1550, Minnetonka, Minnesota 55305 or
at such other place as the holder of this Note may designate from time to time,
the principal sum of __________________________________ Dollars and no cents
($_______________.00) (the "Principal Sum").

         This Note has been issued pursuant to that certain Pledge Agreement of
even date herewith by and between Debtor and Payee.

         1. The Principal Sum shall be due and payable in full, together with
interest accruing at the rate of five percent (5%) per annum, within one hundred
eighty (180) days of the date that Debtor's employment with Active IQ
Technologies, Inc. is terminated for any reason or no reason.

         2. If any amount due hereunder remains unpaid ten (10) days after
payment is due, interest at the rate of eight percent (8%) per annum shall
accrue on the unpaid amount, commencing on the due date and shall continue until
all amounts due are paid in full.

         3. This Note is without recourse to Debtor except to the extent secured
by that certain Pledge Agreement, of even date herewith, by and between Debtor
and Lender, pursuant to which Debtor has granted to Lender a security interest
in _______ shares of Active IQ Technologies, Inc. common stock owned by Debtor.
Lender shall not take any action against Debtor, or Debtor's assets, except to
the extent necessary to exercise Debtor's remedies under the Pledge Agreement.

         4. The undersigned waives demand, presentment, protest, notice of
protest, notice of dishonor and notice of nonpayment of this Note; agrees to pay
on demand all costs and expenses of the holder of this Note in connection with
this Note and any security for this Note, including without limitation
reasonable attorneys fees, plus interest on such amounts at the rate set forth
in this Note. Interest on any amount due under this Note shall continue to
accrue, at the option of the holder of this Note, until such holder receives
final payment of such amount in collected funds in form and substance acceptable
to such holder.

         No waiver of any right or remedy under this Note shall be valid unless
in writing executed by the holder of this Note, and any such waiver shall be
effective only in the specific instance and for the specific purpose given. All
rights and remedies of the holder of this Note shall be cumulative and may be
exercised singly, concurrently, or successively. This Note shall be governed by
and construed in accordance with the laws of the State of Minnesota without
regard to laws governing the conflict of laws.




                                         ---------------------------------------
                                         D. Bradly Olah