Exhibit 4.9


PROMISSORY NOTE


$xxxxxxxxxx


 


	
  $xxxxxxxxxxx

  	
  Cambridge,
  Massachusetts

  l   , 200

  



 


FOR VALUE RECEIVED, the undersigned, Lightspace Corporation, a Delaware corporation (the “Borrower”),
HEREBY PROMISES TO PAY to the order of residing at , (the “Lender”), the
principal sum of   ON DEMAND made on or
at any time after the earlier of (i) seven (7) months from the date above,
or (ii) the consummation of an equity financing of the Borrower next following
the date of this note in which capital stock of the Borrower is sold for cash
resulting in gross proceeds to the Borrower of at least three million
dollars ($3,000,000), or (iii) the consummation of a transaction or series
of related transactions (including, without limitation, any reorganization,
merger or consolidation) which will result in the Borrower’s stockholders
immediately prior to such transaction not holding (by virtue of such shares or
securities issued solely with respect thereto) at least fifty percent (50%) of
the voting power of the surviving or continuing entity, or a sale of all or
substantially all of the assets of the Borrower (unless the Borrower’s
stockholders immediately prior to such sale will, as a result of such sale,
hold (by virtue of securities issued as consideration for the Borrower’s sale)
at least 50% of the voting power of the purchasing entity).


 


The principal balance of this note outstanding from
time to time shall bear simple interest (computed on the basis of a 360-day
year and the actual number of days elapsed) at the rate of ten
percent (10%)  per annum until paid in full. Such interest shall
accrue and be due and payable on such date as the principal amount of this note
is paid in full. If the Lender is entitled to participate in an equity
financing of the Borrower, the Lender may, at its option, deliver this note to
the Borrower in payment for such equity securities of the Borrower purchased by
the Lender in such financing as have a purchase price equal to the principal
amount of this note, plus interest then accrued thereon.


 


Principal,
interest and all other amounts due under this note shall be payable, in
immediately available funds, at the offices of the Lender, or at such other
address as the holder of this note may from time to time designate in writing
to the Borrower. The Borrower shall have the right, at any time, to prepay all
or any part of the outstanding principal amount hereof without premium or
penalty.


 


The Borrower
hereby waives presentment, demand, notice, protest and other demands and
notices in connection with the delivery, acceptance or enforcement of this
note.


 


 

















 


 


The Borrower
agrees to pay on demand all costs of collection, including reasonable attorneys
fees, incurred by the holder in enforcing the obligations created by this note.


 


No delay or omission
on the part of the holder of this note in exercising any right hereunder shall
operate as a waiver of such right or of any other right under this note, and a
waiver, delay or omission on any one occasion shall not be construed as a bar
to or waiver of any such right on any future occasion.


 


None of the terms
or provisions of this note may be excluded, modified or amended except by a
written instrument duly executed on behalf of the holder of this note expressly
referring hereto and setting forth the provision so excluded, modified or
amended. This note shall be deemed to be under seal, and all rights and
obligations hereunder shall be governed by the laws of The Commonwealth of
Massachusetts.


 


	
   

  	
  LIGHTSPACE CORPORATION

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
					



 


 


 


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