Exhibit 10.1


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  IT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.


 


PROMISSORY NOTE


 


	
   

  	
   

  	
  Minneapolis, Minnesota

  
	
  $300,000

  	
   

  	
  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 Three Hundred Thousand Dollars
($300,000), together with interest accruing on the outstanding principal
balance at a the rate equal to five percent (5%)  per annum.


 


Payment of Principal and Interest


 


Borrower shall make six (6) equal quarterly principal and interest
payments, each in the amount of Fifty Two Thousand Two Hundred Ten Dollars and
14/00 ($52,210.14), beginning on June 1, 2005, with each payment thereafter
made on the last day of the last month of each succeeding quarter.  On January 31, 2007, the entire remaining
unpaid principal balance plus any interest accrued shall be due and payable in
full.


 


Prepayment


 


This Note may be prepaid in whole or in part from time to time at the
sole discretion of the Borrower and without any prepayment penalty of any kind.


 


Default; Remedy


 


Upon the occurrence of a Payment Default (as defined below), the
outstanding unpaid principal balance of the Note and accrued interest thereon
and shall automatically become immediately due and payable.


 


A “Payment Default” shall occur if the Borrower fails to make any
payment to Holder under this Note when due; provided that, if Borrower ever
fails to make any payment on the date that it is due, Holder must notify any
executive officer of the Borrower of the failure on that date,


 





















 


and if such event is cured within fifteen (15) Business Days (as
defined below) after receiving such notice, no Payment Default shall occur.


 


“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 and prepayments 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.


 


Right to Set-Off


 


Notwithstanding anything to the contrary contained in this Note,
Borrower shall have the right to set off against any and all amounts owed
hereunder by any and all amounts owed by Holder to Borrower and for any claims
that Borrower may have as against the Holder under that certain Asset Purchase
Agreement, dated as of January 31, 2005, by and among Borrower, Holder, Michael
Anderson and Tina Bow.


 


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.


 


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

  



 


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