Promissory Note between Wallace D. Ruiz and Novadigm, Inc. dated April 17, 2002

Summary

Wallace D. Ruiz promises to pay Novadigm, Inc. $524,709 plus 2.88% annual interest by October 16, 2002. The loan is secured by a pledge of Novadigm's common stock. If Ruiz misses a payment by more than 45 days or leaves the company, the full amount becomes due immediately. Ruiz can prepay at any time, and if legal action is needed to collect, reasonable attorney fees may be added. The agreement is governed by a related Security Agreement dated April 17, 2001.

EX-10.23 5 f82158exv10w23.txt EXHIBIT 10.23 EXHIBIT 10.23 PROMISSORY NOTE April 17, 2002 $524,709.00 For value received, the undersigned promises to pay to Novadigm, Inc., a Delaware corporation (the "Company"), the principal sum $524,709.00 with simple interest thereon at the rate of 2.88% per annum, compounded annually, on the unpaid balance of the principal sum. Said principal and interest shall be due on October 16, 2002. Should the undersigned fail to make full payment of any installment of principal or interest for a period of 45 days or more after the due date thereof, the whole unpaid balance on this Note of principal and interest shall become immediately due at the option of the holder of this Note. This Note is subject to the terms of the Security Agreement, dated as of April 17, 2001. This Note is secured by a pledge of the Company's Common Stock under the terms of a Security Agreement dated April 17, 2001, and is subject to all the provisions thereof. The holder of this Note shall have full recourse against the undersigned, and shall not be required to proceed against the collateral securing this Note in the event of default. In the event the undersigned shall cease to be an employee of the Company for any reason, this Note shall, at the option of the Company, be accelerated, and the whole unpaid balance on this Note of principal and accrued interest shall be immediately due and payable. Principal payable in lawful money of the United States of America. THE PRIVILEGE IS RESERVED TO PREPAY ANY PORTION OF THIS NOTE AT ANY TIME. Should suit be commenced to collect this Note or any portion thereof, such sum as the Court may deem reasonable shall be added hereto as attorneys' fees. The maker waives presentment for payment, protest, notice of protest and notice of non-payment of this Note. /s/ Wallace D. Ruiz ---------------------------------------- Wallace D. Ruiz