NON-NEGOTIABLE PROMISSORY NOTE
$741,666.00 March 17, 2000
FOR VALUE RECEIVED, the undersigned, PowerSpring, Inc., a Delaware corporation (the "Maker"), hereby
promises to pay to John A. Harpole (the "Payee"), at 600 17th Street, Suite 600 South, Denver, Colorado
80202, or at such other address as the Payee may from time to time designate in writing, in lawful money of the
United States of America, the principal sum of Seven Hundred Forty-One Thousand, Six Hundred Sixty-Six
Dollars and No Cents ($741,666.00), together with interest on the unpaid principal balance of this Note at the
rate set forth below.
1. Principal. The unpaid principal balance of this Note and shall be due and payable in two annual installments, as
follows: the first installment shall be in the amount of $408,333.00 and due and payable on the first anniversary of
the date of the Note; and the second installment shall be in the amount of $333,333.00 and due and payable on
the second anniversary of the date of this Note.
2. Interest. The unpaid principal balance of this Note shall bear interest from the date hereof at a rate per annum
of 6.00%. Interest shall be due and payable in arrears on the same dates as the principal is due as set forth in
Section 1, until the principal sum of this Note and all accrued and unpaid interest thereon has been paid in full.
Such interest shall be computed on the basis of the actual number of days during which the unpaid principal
balance is outstanding, divided by a 365/366 day year, as applicable, including the first day but excluding the last
3. Prepayments. The Maker shall have the right, at its option, to prepay in whole at any time or in part from time
to time the unpaid principal balance of this Note and the interest due thereon accrued to the date of the
prepayment, without penalty or premium.
4. Application of Payments. All payments shall first be applied to accrued and unpaid interest and the balance, if
any, shall be applied to the unp