Exhibit 10.2


 


PROMISSORY NOTE


 


	
   

  	
   

  	
  Minneapolis, Minnesota

  
	
  $1,412,545.10

  	
   

  	
  Effective as of: January 31, 2005

  



 


FOR VALUE RECEIVED, Ciprico Inc. (“Borrower”), a
Delaware corporation, promises to pay to Huge Systems, Inc. (“Holder”), at such
place as the Holder may designate by written notice to Borrower, in lawful
money of the United States, the principal sum of $1,412,545.10.


 


Payment of Principal 


 


On March 31, 2005 (the “Maturity Date”), Borrower shall repay the
entire unpaid principal balance of this Note.


 


No Prepayment


 


This Note may not be prepaid in whole or in part from time to time
prior to the Maturity Date.


 


Default; Remedy


 


Upon the occurrence of a Payment Default (as defined below), the
outstanding unpaid principal balance of the Note shall automatically become
immediately due and payable.  In
addition, from and after any Payment Default, the unpaid principal amount of
this Note shall accrue interest at a rate equal to five percent (5%) per annum
commencing on the date of such Payment Default through and including the date
payment is made in full.


 


A “Payment Default” shall occur if the Borrower fails to make any
payment to Holder under this Note when due.


 


“Business Day” means any
day except Saturday or Sunday or any other day on which commercial banks in the
city of Minneapolis, Minnesota are authorized or required by law to close.


 


Application of Payments


 


Any payment hereunder shall be applied first to costs of collection, if
any, then to the payment of accrued interest, if any, and then to the reduction
of principal.


 


Manner of Payments; Debits


 


Payments of principal of this Note shall be made not later than 5:00
p.m., Central Standard Time or Central Daylight Time, as applicable, on the due
date time therefor.  Whenever


 





















 


any payment to be made hereunder is due on a day which is not a
Business Day (as defined above), such payment shall be made on the next
succeeding Business Day.


 


Costs of Collection


 


The Borrower hereby agrees, subject only to
any limitation imposed by applicable law, to pay all expenses, including
reasonable attorney’s fees and legal expenses, incurred by the Holder in
endeavoring to collect any amount payable hereunder which are not paid when
due, whether by declaration or otherwise.


 


Assignment


 


Holder may assign this Note, in whole or in
part, to any of its stockholders, provided that Holder shall provide the
Borrower with notice of such assignments and the portion of the principal
amount assigned to each stockholder as of the Maturity Date.


 


Governing Law; Jurisdiction


 


THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF MINNESOTA WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.


 


ANY JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER ARISING OUT OF OR
RELATING HERETO, MUST BE BROUGHT AT A STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF MINNESOTA, COUNTY OF HENNEPIN AND CITY OF
MINNEAPOLIS.


 


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IN WITNESS WHEREOF,
the undersigned has caused this Promissory Note to be duly executed and
delivered by its duly authorized officer as of the date first written above.


 


 


	
   

  	
  CIPRICO INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Hansen

  	
   

  
	
   

  	
   

  	
  Name: James Hansen

  
	
   

  	
   

  	
  Title: Chief Executive Officer