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EXHIBIT 99.2
August 20, 2000 $1,380,0000
SECURED PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, Kenneth Borow, M.D. (Borrower), promises to
pay to Covalent Partners, LLC (Lender), the aggregate sum of One Million Three
Hundred Eighty Thousand Dollars ($1,380,000.00), subject to the following terms
and conditions.
1. Due Date. Payment in full is due no later than August 21, 2005.
2. Interest. Interest shall accrue at the rate of 7% per annum, commencing
on August 21, 2000, and shall accumulate and be due and payable,
together with the principal, on August 21, 2005.
3. Security Interest. In order to secure payment of the sums due Lender
hereunder, Borrower grants to Lender a security interest in Four
Hundred Sixty Thousand (460,000) shares of the Common Stock of Covalent
Group, Inc. (the "Stock"), and has delivered to Lender herewith the
certificate(s) representing the Stock, together with an assignment
separate from certificate executed by Borrower directing Covalent
Group, Inc. or its transfer agent to transfer the Stock to Lender.
Lender is entitled to direct such transfer in the event of any default
hereunder.
4. Expenses of Collection. In the event that Borrower shall be in default
under this note he shall be liable for any expenses incurred by Lender
in connection with efforts to collect any amount due to Lender
hereunder, including reasonable attorney's fees.
5. Nature of Transaction. Borrower agrees and affirms that this note is
entered into for commercial purposes and is not made in connection with
a personal or consumer transaction.
6. Governing Law. This note shall be governed by the laws of the State of
California, without regard to its conflict of laws principles.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this 20th
day of August 2000
Kenneth Borow, M.D. COVALENT PARTNERS, LLC
/s/ Kenneth Borrow, M.D. Richard D. Propper
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Richard D. Propper, Its Manager
