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                                                                    Exhibit 10.2
                                PROMISSORY NOTE


1.   For value received, the undersigned ("Borrower") promises to pay to
     Greenleaf Capital, Inc. ("Lender"), 3505 Greenleaf Blvd., Kalamazoo,
     Michigan, the principal amount of up to Eleven Million Dollars
     ($11,000,000) and interest computed on the basis of a 360-day year for the
     actual number of days elapsed on the unpaid principal balance at a rate per
     annum of 11.3% until maturity and 11.3% after maturity. From time to time
     such interest rate shall be reviewed by Greenleaf and the Company and
     adjusted if appropriate through mutual agreement.

2.   INSTALLMENT PAYMENT. The principal of and interest on this note shall be
     paid in installments beginning August 12, 1999 and on the 12th day of each
     succeeding month until June 12, 2004, at which time the remaining balance
     of principal and interest shall be paid in full. Each installment shall be
     in an amount equal to a sum that allows for the principal to be repaid over
     a 15 year amortization period plus interest accrued at the above rate on
     the average outstanding principal outstanding for the previous 30 day
     period.

3.   EXPENSES. Borrower shall reimburse Lender for all out-of-pocket expenses
     that Lender incurs in connection with making the loan evidenced by this
     note and any renewals, extensions, or modifications and with taking any
     security for it, including without limitation filing and recording fees,
     attorney fees, and expenses, and costs of credit reports, surveys,
     appraisals, title work, and mortgagee's title insurance.

4.   LINE OF CREDIT. The principal of this note may be borrowed, repaid, and
     reborrowed by Borrower from time to time, provided that Lender enters into
     a written agreement with Borrower providing for such action. Lender's
     records shall be prima facie evidence of all loans and repayments and of
     the indebtedness outstanding under this note at any time. Unless Lender has
     otherwise agreed in writing, Lender is not obligated to extend any further
     loan to Borrower under this note, and any loan extension shall be made in
     Lender's sole discretion.

5.   PREPAYMENTS. Borrower may prepay all or part of the principal of this note
     at any time. Any partial prepayment will be applied to the installment or
     installments last falling due under this note, and a partial prepayment
     shall not affect the amount or time of payment of succeeding required
     installments.

6.   SECURITY. This note and all obligations of Borrower under it are secured by
     a certain Security Agreement of loan date herewith given by Borrower to
     Lender and all security agreements, guaranties, mortgages, pledge


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     agreements, assignments, and all other agreements and instruments that have
     been or in the future are given by any Borrower or any third party to
     Lender ("security document(s)") including, but not limited to, security
     documents given in connection with or referred to in any prior promissory
     notes given to Lender by any Borrower and security documents that secure
     any present or future guaranty of all or part of the indebtedness evidenced
     by this note. Lender shall have all of the rights and powers set forth in
     the security document(s) and in any other written agreements that have been
     or in the future are given to Lender by Borrower, as though they were fully
     set forth in this note. As additional security for the payment of
     Borrower's obligations under this note, Borrower grants to Lender a
     security interest in all tangible and intangible property of Borrower now
     or in the future in the possession of Lender.

7.   DEFAULT AND ACCELERATION. Each of the following shall be an event of
     default under this note:
     a.   a default in the payment of any installment of principal or interest
          under this note or of any late charge or out-of-pocket expense that
          Borrower at any time owes to the holder of this note or in the payment
          of any other indebtedness or obligation that Borrower now or in the
          future owes to the holder, as and when it shall be or become due and
          payable;
     b.   a default in the performance of any other obligation to Lender under
          this note, or any security document, or any other agreement that has
          been or in the future is entered into between Borrower and Lender;
     c.   any warranty or representation made to Lender by Borrower or by any
          Guarantor of all or part of the indebtedness evidenced by this note
          ("Guarantor"), in any security document or in any financial statement
          or other document given to Lender, was false in any material respect;
     d.   Borrower or any Guarantor or any of Borrower's or Guarantor's partners
          (if any Borrower or Guarantor is a partnership), dies, dissolves,
          becomes insolvent, or makes an assignment for the benefit of lenders;

     On the occurrence of any event of default, all or any part of the
     indebtedness and all or any part of all other indebtedness evidenced by
     this note and obligation then owing by Borrower to the holder shall, at the
     option of the holder, become immediately due and payable without notice or
     demand. If a voluntary or involuntary case in bankruptcy, receivership, or
     insolvency is at any time be begun by or against Borrower, or if any levy,
     writ of attachment, garnishment, execution, or similar process is issued
     against or placed upon any property of Borrower, then all such indebtedness
     shall automatically become immediately due and payable. All or any part of
     the indebtedness evidenced by this note also may become, or may be declared
     to be, immediately due and payable under the terms and conditions contained
     in any security document or other

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     agreement that has been or in the future is entered into between Borrower
     and the holder of this note.

8.   PLACE AND APPLICATION OF PAYMENTS. Each payment on this note shall be made
     at Lender's address set forth above or any other place that the holder
     directs in writing. Any payment on this note shall be applied in the
     following order: first to any expenses (including expenses of collection)
     then due and payable to Lender under this note, second to any unpaid late
     charges, third to any applicable prepayment premium, fourth to any accrued
     and unpaid interest, and fifth to the unpaid principal balance. If Borrower
     at any time owes the holder of this note any indebtedness or obligation in
     addition to the indebtedness evidenced by this note, and if any
     indebtedness owed by Borrower to the holder is then in default, then
     Borrower shall have no right to direct or designate the particular
     indebtedness or obligation on which any payment made by or collected from
     Borrower or other security shall be applied. Borrower waives any such right
     and agrees that the manner of application of any such payment, as between
     or among such indebtedness and obligations, shall be determined solely by
     the holder.

9.   SETOFF. The holder of this note shall have the right at any time to set off
     any indebtedness that Lender then owes to Borrower against any indebtedness
     evidenced by this note that is then due and payable.

10.  REMEDIES. The holder of this note shall have all rights and remedies
     provided by law and by agreement of any Borrower. Any requirement of
     reasonable notice with respect to any sale or other disposition of
     collateral shall be met if the holder sends the notice at least ten days
     before the date of sale or other disposition. Borrower shall reimburse the
     holder for all expenses, including reasonable attorney fees and legal
     expenses, that the holder pays or incurs in protecting and enforcing the
     rights of and obligations to the holder under any provision of this note or
     any security document.

11.  WAIVERS. No delay by the holder of this note shall be a waiver of the
     exercise of any right or remedy. No single or partial exercise by the
     holder of any right or remedy shall preclude any other or future exercise
     of that or any other right or remedy. No waiver by the holder of any
     default or of any provision of this note shall be effective unless it is in
     writing and signed by the holder. No waiver of any right or remedy on one
     occasion shall be a waiver of that right or remedy on any future occasion.

         Borrower waives demand for payment, presentment, notice of dishonor,
     and protest of this note, waives all defenses based on suretyship or
     impairment of collateral, and consents to any extension or postponement of
     time of its payment, to any substitution, exchange, or release of all or
     any part of any security given to secure this note, to the addition of any
     party, and to the release, discharge, waiver, modification, or suspension
     of any rights and remedies against any person who may be liable for the
     indebtedness evidenced by this note.


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12.  GENERAL. Each of the persons signing below as Borrower is primarily liable
     on this note and (a) receipt of value by any one of them constitutes
     receipt of value by both or all of them; (b) their liability on this note
     is joint and several; and (c) the term Borrower means each of them and all
     of them. In this note, MATURITY means the time when the entire remaining
     unpaid principal balance shall be or shall become due and payable for any
     reason, including acceleration as provided in paragraph 7.

13.  APPLICABLE LAW AND JURISDICTION. This note shall be governed by and
     interpreted according to the laws of the state of Michigan without giving
     effect to conflict-of-laws principles. Borrower irrevocably agrees and
     consents that any action against Borrower to collect or enforce this note
     may be brought in any state or federal court that has subject matter
     jurisdiction and is located in, or whose district includes Kalamazoo
     County, Michigan, and that any such court shall have personal jurisdiction
     over Borrower for purposes of such action.

     LENDER AND BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVE ITS RIGHT TO A
TRIAL BY JURY IN ANY ACTION, INCLUDING ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM OR
THIRD-PARTY CLAIM ("CLAIM") THAT IS BASED UPON, ARISES OUT OF, OR RELATES TO
THIS NOTE OR THE INDEBTEDNESS EVIDENCED BY IT, INCLUDING, WITHOUT LIMITATION,
ANY CLAIM BASED UPON, ARISING OUT OF, OR RELATING TO ANY ACTION OR INACTION OF
LENDER IN CONNECTION WITH ANY ACCELERATION, ENFORCEMENT, OR COLLECTION OF THIS
NOTE OR SUCH INDEBTEDNESS.




BORROWER                                    LENDER
SOFTECH, INC.                               GREENLEAF CAPITAL, INC.


By: /s/ Joseph P. Mullaney                  By: /s/ William Johnston
   -----------------------                     ------------------------
        Joseph P. Mullaney                          William Johnston

Its: President                              Its: President
    ----------------------                      -----------------------
Date:                                       Date:
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