Amended And Restated Secured Promissory Note

EXHIBIT 10.8.1


19


EXECUTION COPY


AMENDED AND RESTATED SECURED PROMISSORY NOTE


$65,000 April 8, 1999


FOR VALUE RECEIVED, David A. Lahar ("Maker"), promises to pay to Accom, Inc., a Delaware corporation ("Payee"), in lawful money of the United States of America, the principal sum of Sixty-Five Thousand dollars ($65,000) together with interest in arrears on the unpaid principal balance at a variable annual rate equal to the prime rate of Comerica Bank which rate shall be established and adjusted as necessary at the beginning of each calendar quarter during the term of this Note. Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and charged for the actual number of days elapsed.


This Note terminates and supersedes that certain Non-Recourse Promissory Note issued by Maker to Payee dated December 7, 1998 (the "Canceled Note"). The Canceled Note is attached hereto as Exhibit A.


1. PAYMENTS.


1.1 Principal and Interest. Subject to Section 1.3, the principal amount of this Note then outstanding shall be due and payable on September 1, 1999. Accrued, unpaid interest on the unpaid principal balance of this Note shall be due and payable together with the payment of principal as described above.


1.2 Manner of Payment. All payments of principal and interest on this Note shall be made by wire transfer to such accounts as specified by Payee, promptly upon request of Maker, or by check at 1490 O'Brien Drive, Menlo Park, CA 94025, or at such other place in the United States of America as Payee shall designate to Maker in writing. If any payment of principal or interest on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be taken into account in calculating the amount of interest payable under this Note. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State of California.


1.3 Optional Prepayment. Maker may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Any partial prepayments shall be applied to installments of principal in inverse order of their maturity.


2. DEFAULTS.


2.1 Events of Default. The occurrence of any one or more of the following events with respect to Maker shall constitute an event of default hereunder ("Event of Default"):


(a) If Maker shall fail to pay when due any payment of principal or interest on this Note and such failure continues for five (5) Business Days after Payee notifies Maker thereof writing.


(b) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a "Bankruptcy Law"), Maker shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; or (iv) make an assignment for the benefit of its creditors.


(c) If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Maker in an involuntary case; (ii) appoints a trustee, receiver, assignee, li ...