Lendway (LDWY) 10-Q 2006 Q1 Quarterly report

Exhibit 10.2

SECOND RESTATED REVOLVING NOTE (the “Revolving Note”)

$1,500,000.00	St. Louis Park, Minnesota
	May 8, 2006

        For value received, the undersigned, Insignia Systems, Inc., a Minnesota corporation (the “Borrower”), hereby promises to pay, on demand, or if demand is not sooner made, onApril 30, 2007 (“Final Due Date”), to the order of Itasca Business Credit, Inc., a Minnesota corporation (the “Secured Party”), at its main office in St. Louis Park, Minnesota, or at any other place designated at any time by the holder hereof, in lawful money of the United States of America, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000) or, the aggregate unpaid principal amount of all advances made by the Secured Party to the Borrower hereunder, together with interest on the principal amount hereunder remaining unpaid from time to time (the “Principal Balance”) computed on the basis of the actual number of days elapsed and a 360-day year, from the date hereof until this Revolving Note is fully paid at the rate from time to time in effect under the Financing Agreement dated September 16, 2004, as amended on November 22, 2004 and May 8, 2006, (the “Financing Agreement”) by and between the Secured Party and the Borrower. The Secured Party can extend the Final Due Date, at its election, and can provide that the Final Due Date shall be automatically extended for successive thirty (30) day periods until a demand for repayment is made by the Secured Party.

        Interest accruing on the Principal Balance hereof shall also be payable on demand.

        This Revolving Note may be prepaid in whole at any time or from time to time in part in accordance with the terms and provisions of the Financing Agreement, provided that any prepayment in whole of this Revolving Note shall include accrued interest thereon. This Revolving Note is issued pursuant to, and is subject to, the Financing Agreement, which provides for, among other things, acceleration hereof. This Revolving Note is the Revolving Note referred to in the Financing Agreement.

        This Revolving Note is secured, among other things, pursuant to the terms of the Security Agreement dated September 16, 2004 between Borrower and Secured Party (the “Security Agreement”), and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.

        The Borrower hereby agrees to pay all costs of collection, including reasonable attorneys’ fees and legal expenses in accordance with the terms of the Financing Agreement, whether or not legal proceedings are commenced.

        This Revolving Note shall be immediately due and payable (including unpaid interest accrued hereon) without demand or notice thereof upon the filing of a petition by or against the Borrower under the United States Bankruptcy Code.

        Presentment or other demand for payment, notice of dishonor and protest are expressly waived except as expressly provided in the Financing Agreement.

        Capitalized terms used and not otherwise defined in this Revolving Note shall have the meanings assigned thereto in the Security Agreement.

Borrower
By:	/s/   Justin W. Shireman
Name:	Justin W. Shireman
Its:	Vice President of Finance, Chief Financial Officer and Treasurer