EXHIBIT 99.6
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PROMISSORY NOTE
$500,000 Chicago, Illinois
Date: December __, 2000
For value received the undersigned ("Maker") unconditionally promises
to pay to the order of Marshall Capital Management, Inc. ("Payee"), at Payee's
offices at _____________ in lawful money of the United States of America, the
principal sum of Five Hundred Thousand Dollars ($500,000). The principal amount
of this Note, together with any other amounts payable hereunder, shall be due
and payable on December 31, 2001. No payment shall be due on this note if (a) a
registration statement permitting the resale of all Registrable Shares, as that
term is used in the Exchange Agreement of even date herewith by and between
Maker and Payee is effective and available for sale of all such Registrable
Shares for not less than 20 trading days during the period beginning November
15, 2001 and ending December 31, 2001 AND (b) the average closing price for the
shares of Common Stock of Maker on the last 20 trading days during such period
when the registration statement is so effective and available for sale exceeds
$3.00 per share (adjusted to reflect any stock splits, reverse stock splits,
stock dividends or similar events).
The principal sum hereof shall bear no interest, except that interest
shall be payable only after default, at nine percent (9%) per annum. This Note
may be prepaid at any time, in whole or in part, without premium or penalty.
Prepayments shall first be applied to accrued and unpaid interest, if any, then
to principal.
The institution of bankruptcy, reorganization or insolvency proceedings
by or against Maker (by any party other than the holder of this Note) and, if
instituted against Maker, consent to such proceedings by Maker or failure to
dismiss such proceedings within sixty (60) days after such institution shall
constitute an "Event of Default" under this Note. Upon the occurrence and during
the continuance of any Event of Default hereunder, the entire balance of
principal, accrued interest, and any other sum owing hereunder shall, at the
option of Payee, become at once due and payable without prior notice or demand.
The undersigned hereby waives demand, presentment for payment, notice
of non-payment, notice of protest of this Note and the right to assent in any
action or proceeding with regard to this Note, or any set-offs or counterclaims
which the undersigned may have. No failure or delay by Payee in exercising any
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right exclude the further exercise thereof of the
exercise of any other right.
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This Note shall be governed by and construed in accordance with the
laws of the State of Illinois applicable to contracts made therein.
ON TECHNOLOGY CORPORATION
By:______________________
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