Unsecured Subordinated Promissory Note

EXHIBIT 10.8


SPACETEC IMC CORPORATION


Payment of this Note is subject to the terms and conditions of subordination
set forth herein.


UNSECURED SUBORDINATED PROMISSORY NOTE


$1,065,000 February 17, 1999


FOR VALUE RECEIVED, Spacetec IMC Corporation, a Massachusetts corporation (the "Company"), hereby promises to pay to the order of Sun Capital Partners, Inc. (or the then current endorsee and holder of this Note, the "Collection Agent" or "Subordinated Lender") on February 17, 2005, unless sooner payable as provided herein, and thereafter on demand, the principal amount of One Million Sixty-Five Thousand Dollars ($1,065,000), plus interest on the unpaid principal balance thereof outstanding from time to time, from and including the date hereof until such principal balance is repaid in full, at a rate equal to ten percent (10%) per annum. Interest hereunder shall be payable by the Company in arrears on June 1st, September 1st, December 1st and March 1st of each year, commencing June 1, 1999, at maturity (whether by acceleration or otherwise) and upon the making of any prepayment, as hereinafter provided. This Note may be prepaid in whole or in part, at any time or from time to time, without premium or penalty. Any prepayment of this Note shall be accompanied by payment in full of all accrued but unpaid interest on the amount prepaid to the date of prepayment. Interest shall be calculated on the basis of actual number of days elapsed over a year of 360 days. Notwithstanding any other provision of this Note, the Subordinated Lender does not intend to charge and the Company shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the Company. All payments received by the Collection Agent hereunder will be applied first to costs of collection, if any, then to interest and the balance to principal. The payment of principal and interest will be made by check in immediately available United States funds sent to the Collection Agent at the address in paragraph 6 or any other address provided by the Collection Agent for such purpose. Notwithstanding the foregoing, to the extent at any time then required pursuant to the terms of any Institutional Indebtedness (as defined below), the payment of interest by the Company shall be made through the issuance to the Collection Agent of an additional promissory note containing substantially the same terms and conditions of this Note in a principal amount equal to the amount of interest then required to be so paid.


1. Subordination of Principal and Interest. The Subordinated Lender agrees that the payment of principal, interest and all other charges with respect to the Note is expressly subordinated, in the manner hereinafter set forth, in right of payment to the prior payment and satisfaction in full of the Institutional Indebtedness at any time outstanding.


(a) Payment of Institutional Indebtedness. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar


proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or distribution or marshaling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Institutional Indebtedness shall be paid in full in cash or cash equivalents before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of this Note; and any such payment or distribution, except securities which are unsecured and subordinated and junior in right of payment to the same extent as this Note to the payment of all Institutional Indebtedness then outstanding, which would, but for the provisions hereof, be payable or deliverable in respect of this Note shall be paid or delivered directly to the holders of Institutional Indebtedness (or their duly authorized representatives), in the proportions in which they hold the same, until all Institutional Indebtedness shall have been paid in full, and every holder of this Note by becoming a holder thereof shall have designated and appointed the holder or holders of Institutional Indebtedness (and their duly authorized representatives) as his or its agents and attorney-in-fact to demand, sue for, collect and receive such Institutional Indebtedness holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Institutional Indebtedness holder's ratable share of this Note), in the name of the holder of this Note or otherwise, as such Institutional Indebtedness holders (or their authorized representatives) may determine to be necessary or appropriate for the enforcement of this Section 1. The Collection Agent, and each successor holder of this Note by its or his acceptance thereof, agrees to execute, at the request of the Company, a separate agreement with any holder of Institutional Indebtedness on the terms set forth in this Section 1, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of this Note.


(b) No Payment on Note Under Certain Conditions. In the event that any default occurs in the payment of the principal of or interest on any Institutional Indebtedness (whether as a result of acceleration thereof by the holders of such Institutional Indebtedness or otherwise) and during the continuance of such default until such default has been cured or waived in writing by such holder of Institutional Indebtedness, no payment of principal or interest on this Note shall be made by the Company or accepted by any holder of this Note who has received notice from the Company or from a holder of Institutional Indebtedness of such event. In the event that any other default occurs under any Institutional Indebtedness (whether as a result of acceleration thereof by the holders of such Institutional Indebtedness or otherwise) for a period (a "Blockage Period") of 180 days thereafter (or for such shorter period until such default has been cured or waived in writing by such holders of Institutional Indebtedness), no payment of principal or interest on this Note shall be made by the Company or accepted by any holder of this Note who has received notice from the Company or from a holder of Institutional Indebtedness of such default; provided, however, ...