NON-INTEREST BEARING
PROMISSORY NOTE
---------------
$150,000 FAIRPORT, NY
JUNE 3, 2000
FOR VALUE RECEIVED, Stephen Freeman ("Maker") promises to pay to the order
of LOGISOFT CORP., a Delaware Corporation ("LGST"), at 375 Woodcliff Drive,
Fairport, NY 14450 or at such other place as the legal holder hereof may
designate in writing, the sum of One Hundred Fifty Thousand Dollars ($150,000).
This sum is for the purchase, under certain stock purchase warrants, of One
Hundred Fifty Thousand Shares (150,000) of LGST's common stock at a purchase
price of $1.00 per share and is due and payable on December 9, 2000.
Notwithstanding anything within this Note to the contrary, Maker may
satisfy its obligation to pay the principal amount through the return of the
Shares for which payment has not been previously tendered to the Holder.
The holder hereof, without notice and without releasing the liability of
any party hereto, may grant extensions or renewals hereof from time to time,
successively or otherwise and for any term or terms, add or release one or more
parties hereto, acquire security, or release any security in whole or in part,
and the legal holder hereof shall not be liable for or prejudiced by failure to
collect the payment of this Note or any guaranty of this Note or for lack of
diligence in bringing suit on this Note or any renewal or extension hereof.
In the event of a failure to fully satisfy any principal payment within
five business days following its due date, the entire obligation shall be in
default, the unpaid principal balance shall be immediately due and payable,
interest shall thereafter accrue on the principal balance at the rate per annum
of 18% (or the maximum annual rate allowable by law, if less than 18%).
The undersigned individually and severally waives protest, demand,
presentment for payment, and notice of protest and nonpayment of this Note. If
this Note is placed with an attorney for collection upon default, each of the
undersigned agrees to pay reasonable attorney's fees and court costs.
This Note is to be governed by and construed in accordance with the laws of
the State of New York.
IN WITNESS WHEREOF, the undersigned maker has executed and prepared this
Promissory Note this 3rd day of June, 2000.
MAKER
--------------------------
STEPHEN FREEMAN
<PAGE>
