New Gear Research Intercompany Note

EXHIBIT 10.13


INTERCOMPANY NOTE
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New York, New York
November 7, 1996


FOR VALUE RECEIVED, NEW GEAR RESEARCH, INC., a Delaware corporation (the "Payor"), hereby promises to pay on demand to the order of Motors and Gears Industries, Inc., or its assigns (the "Payee"), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payor.


The Payor promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and Payee.


Upon the earlier to occur of (x) the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissoluti ...