SECURED REVOLVING PROMISSORY NOTE
$210,000.00 January 9, 2001
FOR VALUE RECEIVED, Lawrence A. Genovesi (the "Maker") promises to pay to Network Engines, Inc., a
Delaware corporation (the "Company"), or order, at its principal executive offices, the principal sum of Two
Hundred Ten Thousand Dollars ($210,000.00), or such lesser amount as may be advanced from time to time by
the Company to the Maker under this Note, together with interest on the unpaid principal balance of this Note
from time to time outstanding at the rate of 5.9% per annum, compounded annually, until paid in full.
All principal and accrued interest outstanding on this Note shall be paid in full in one payment on January 9,
2002. Interest on this Note shall be computed on the basis of a year of 365 days for the actual number of days
Notwithstanding the foregoing, payment of this Note shall be required in full, together with interest on the unpaid
principal balance hereof at the rate of 5.9% per annum, on the date thirty (30) days following the date of the
Maker's termination of employment with the Company, regardless of whether such termination is voluntary or
involuntary, or with or without cause or reason.
Payment of this Note is secured by (i) a security interest in all shares of Common Stock of the Company now
owned or hereafter acquired by the Maker and all options and other rights to acquire shares of Common Stock
of the Company now owned or hereafter acquired by the Maker, pursuant to a pledge agreement of even date
herewith between the Maker and the Company (the "Pledge Agreement") and
(ii) a second mortgage on certain property of the Maker located at 130 Gammons Road, Cohasset,
Massachusetts (the "Second Mortgage").
The Maker may at any time and from time to time prepay, in whole or in part, without premium or penalty, any of
the principal balance hereof or accrued interest thereon.
This Note shall become immediately due and payable without notice or demand upon the occurrence at any