EXHIBIT 10.62


 


	
  Wells Fargo Equipment Finance,
  Inc.

  733 Marquette Avenue

  Suite 700

  Minneapolis, MN 55402

  	
  Promissory
  Note

  



 


Contract Number 56101-700 dated
as of December 10, 2002


 


For Value Received, the
undersigned hereby promises to pay to the order of Wells Fargo Equipment
Finance, Inc. (the Lender) at its main office in Minneapolis, Minnesota, in
lawful money of the United States of America, the principal sum of $428,495.82
together with interest on the unpaid balance hereof from the date the loan proceeds
are disbursed hereunder at an annual rate (computed on the basis of actual
number of days elapsed in a 360-day year) determined as set forth below.


 


The interest rate in effect on
the date the loan proceeds are disbursed hereunder shall be 1.25% over the rate
of interest than publicly announced by Wells Fargo Bank, N.A. (“the Bank”) as
its base rate (“the Base”), and shall remain in effect through the last day of
the calendar month in which the loan proceeds are disbursed hereunder.  (The Bank may in fact charge some borrowers
rates which are below the “Base”.)  The
interest rate in effect for each calendar month thereafter during the term of
the Note shall be the same percentage over the Base as in effect on the last
day of the preceding calendar month; provided, however, that notwithstanding
any change in the Base after the maturity of this Note, this Note shall bear
the same rate of interest after maturity as it bore at maturity.  The First Payment Due Date shall be the date
that is one month after the date loan proceeds are disbursed hereunder.  The undersigned agrees that the dates of the
First Payment Due Date and the Final Installment Due Date may be left blank
when this Note is executed and hereby authorizes Lender to insert such dates
based upon the date the loan proceeds are disbursed.


 


Principal and interest shall be
payable in 41 consecutive equal monthly installments of $11,239.03 each
commencing on the First Payment Due Date and continuing on the same day of each
month thereafter, and in a final installment of the entire unpaid balance of
this Note on the Final Installment Due Date, provided; however, that annual
adjustment payments shall be made as set forth below.


 


The amount of each monthly
installment hereunder other than the final installment is the amount necessary
to amortize this Note in equal monthly installments from the First Payment Due
Date through the Final Installment Due Date at an interest rate of 5.5% per
annum.  On each annual anniversary of
the First Payment Due Date, the undersigned shall pay Lender or Lender shall
credit


 

















 


to the next installment or
installments in the order of maturity, as the case may be, an amount necessary
to make the unpaid principal balance of the Note on such anniversary date equal
to what it would have been on such anniversary date had the interest rate
hereon been the rate set fourth in this paragraph throughout the previous 12
months.  Payments shall be applied first
to interest and then to principal.


 


This Note may be prepaid in
whole or in part at any time and from time to time without penalty.  Any partial prepayment shall be applied to
the last maturing installment or installments.


 


Each of the following shall
constitute an Event of Default hereunder (a) failure to pay any Installment or
other payment hereunder when due;  (b)
the occurrence of an Event of Default as defined in any security agreement or
mortgage securing this Note;  (c) the
commencement of any bankruptcy or insolvency proceedings by or against the
undersigned or any guarantor of this Note; 
and (d) any indebtedness the undersigned may now or hereafter owe to any
affiliate of Lender shall be accelerated following a default thereunder or, if
any such indebtedness is payable on demand, payment thereof shall be
demanded.  Upon the occurrence of an
Event of Default, Lender may do any one or more of the following as it may
elect, provided, however, that upon the occurrence of an Event of Default
specified in (c) above, the entire unpaid balance of the Note shall
automatically become and be due and payable without notice or demand of any
kind;  (i) upon written notice to the
undersigned, declare the entire unpaid balance of this Note to be immediately
due and payable and the same shall thereupon become and be immediately due and
payable; (ii) exercise any one or more of the rights and remedies available to
it under any security agreement or mortgage securing this Note or under any
other agreement or by law.


 


The undersigned hereby waives
presentment, notice of dishonor, and prob. 
The undersigned agrees to pay all costs of collection of this Note,
including reasonable attorney’s fees. 
The holder hereof may change the terms of payment of this Note by
extension, renewal or otherwise, and release any security for, or party to,
this Note and such action shall not release any accommodation maker, endorser,
or guarantor from liability on this Note.


 


Notwithstanding anything to the
contrary contained herein, if the rate of interest, late payment fee,
prepayment premium or any other charges or fees due hereunder are determined by
a court of competent jurisdiction to be usurious, then said interest rate,
fee;  and/or charges shall be reduced to
the maximum amount permissible under applicable law and any such excess amounts
shall be applied towards the reduction of the principal balance of the Note.


 


This Note shall be construed and
enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Minnesota without regard to conflicts of law
rules.


 


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If this Note is signed by more
than one person as Debtor, then the term “Debtor” shall refer to each of them
separately and to all of them jointly, and each such person shall be liable
hereunder individually in full and jointly with the others.


 


First Payment Due Date:               1/24/03


 


Final Installment Due Date:                                                6/24/06


 


 


See attached Annex A for
signatures.


 


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  Wells Fargo Equipment Finance,
  Inc.

  733 Marquette Avenue

  Suite 700

  Minneapolis, MN 55402

  	
  Annex A

  



 


Annex A to Promissory Note dated
as of December 10, 2002


 


By signing this agreement, each
of the undersigned acknowledges that they are jointly and severally bound to
perform all of the obligations of the Debtor under the note and the term
“Debtor” shall refer to each of them separately and to all of them jointly.


 


In witness whereof, Debtor and
Secured Party, intending to be legally bound hereby, have duly executed this
Agreement, as of the day and year first aforesaid.


 


 


	
  Debtor:

  	
  Medtox Scientific, Inc.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Debtor:

  	
  Medtox Laboratories, Inc.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Debtor:

  	
  Medtox Diagnostics, Inc.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


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