Construction Promissory Note

CONSTRUCTION PROMISSORY NOTE


$1,000,000 Wake County, North Carolina
May 20, 2002


FOR VALUE RECEIVED, DCF I, LLC, a North Carolina limited liability company, with offices located at 14 Consultant Place, Suite 250, Durham, North Carolina 27707 (the "Borrower") promises to pay to the order of MERISEL PROPERTIES, INC., a Delaware corporation, with offices located at 200 Continental Boulevard, El Sequndo, California 90245-0984 (the "Lender") or such other place as Lender may designate in writing, the principal sum of up to One Million Dollars ($1,000,000), or so much thereof as may be advanced under the terms and conditions of the Construction Loan Agreement (the "Loan Agreement") of even date herewith by and between Borrower and Lender, the terms of which are hereby incorporated herein by reference, together with interest on the unpaid principal balance from the date hereof, until paid, at the rate(s) of interest per annum and on the terms and conditions set forth below. All definitions for capitalized words contained in the Loan Agreement shall have the same meaning when capitalized herein unless otherwise defined.


1. INTEREST


a. The unpaid principal balance under this Note will bear interest at a variable rate equal to the "prime rate" plus two and twenty-five hundredths percent (2.25%) per annum, until paid or until default, such interest payable in lawful money of the United States of America, at the address of Lender set forth above, or at such place as the legal holder hereof may designate in writing. The "prime rate" shall be that interest rate which is identified as the "prime rate" in the money rates column of the Wall Street Journal as the same may change from time-to-time.


b. Interest hereunder shall be computed on the basis of a 365-day year for the actual number of days elapsed in the interest period.


2. PAYMENT TERMS


a. Accrued interest only on the amount advanced shall be paid on the first day of the month following the date on which funds are advanced and on the first day of each and every month thereafter. The entire unpaid principal balance plus accrued interest thereon shall be due and payable on May 20, 2004.


b. This Note may be prepaid in whole or in part at any time without any fee.


3. COLLATERAL


The collateral specified in the Loan Agreement is given to secure repayment of any present or future obligation relating to this Note and the advances made hereunder.


4. LATE FEE/DEFAULT RATE


The undersigned promises to pay to Lender, or order, a late fee in the amount of four percent (4%) of any installment past due for fifteen (15) or more days. In addition, if payment of all sums due hereunder is accelerated under the terms of the Loan Agreement or under the terms of the other Loan Documents by and between the Lender and the Borrower, then the remaining principal amount and accrued but unpaid interest hereunder shall bear interest at a rate equal to the "prime rate" plus four percent (4%) per annum ("Default Rate") beginning thirty (30) days from the date of such acceleration and continuing until such principal and ...