Unassociated Document


    

      PROMISSORY
        NOTE

       

       

      
        	$8,491,863.90	
                October 29,
                  2007

              


      

       

      FOR
        VALUE
        RECEIVED, the undersigned, iSecureTrac Corp. ("iSecureTrac"),
        a
        Delaware corporation (herein called "Maker"),
        whose
        address is 5078 S. 111th Street,
        Omaha, Nebraska 68137, hereby promises to pay to the order of Crestpark LP,
        Inc., a Delaware corporation (herein sometimes called "Payee"),
        the
        principal sum of Eight Million Four Hundred Ninety-One Thousand Eight Hundred
        Sixty-Three and 90/100 Dollars ($8,491,863.90), with interest on the unpaid
        balance thereof from date of advancement until maturity at the rate or rates
        hereinafter provided, both principal and interest payable as hereinafter
        provided in lawful money of the United States of America at the offices of
        Payee
        at c/o Sammons Corporation, 5949 Sherry Lane, Suite 1900, Dallas,
        Texas 75225, or at such other place as from time to time may be designated
        by the holder of this Note or in such other form as Payee may designate or
        consent.

       

      As
        used
        in this Note, the following terms shall have the meanings indicated opposite
        them:

       

      "Applicable
        Rate."
        The
        Applicable Rate shall be, with respect to the Floating Tranche, the Base
        Rate
        plus two percent (2%) per annum and with respect to the Fixed Tranche, seven
        percent (7%) per annum.

       

      "Base
        Rate."
        The
        Base Rate used to determine each interest payment (and any interest payment
        in
        connection with prepayment of the outstanding principal balance of this Note
        as
        permitted below) shall be the prime rate (referred to under the heading “Money
        Rates”) as published by The
        Wall Street Journal
        on the
        date of the preceding payment of interest (or, if none, on the date of this
        Note). 

       

      "Default
        Rate."
        The
        Default Rate shall be lesser of (a) the Maximum Rate and (b) the Applicable
        Rate
        plus two percent (2%) per annum.

       

      "Fixed
        Tranche."
        A
        portion of the Loan in the original principal amount of
        $6,391,863.90.

       

      "Floating
        Tranche."
        A
        portion of the Loan in the original principal amount of $2,100,000.

       

      "Loan."
        The
        $8,491,863.90 loan to be made to Maker by Payee which is evidenced
        hereby.

       

      "Maturity
        Date."
        The
        earlier of (i) July 1, 2010 or (ii) the first date on which Maker
        issues equity securities or arranges for additional indebtedness (other than
        trade indebtedness incurred in the ordinary course of its business) in a
        transaction or series of transactions which generates aggregate net proceeds
        to
        the Maker of not less than $8,491,863.90.

       

      "Maximum
        Rate."
        The
        maximum interest rate permitted under applicable law.

       

      
        
          
          

        

        
          PROMISSORY
            NOTE -
            Page 1

          
            

          

        

        
          
          

        

      

       

      "Principal
        Amount."
        That
        portion of the Loan evidenced hereby as is from time to time
        outstanding.

       

      Maker
        shall have the right to prepay this Note, in whole or in part, without premium
        or penalty upon written notice thereof given to Payee at least five (5) days
        prior to the date to be fixed therein for prepayment, and upon the payment
        of
        all accrued and unpaid interest on the amount prepaid (and any interest which
        has accrued at the Applicable Rate, if applicable, and other sums that may
        be
        payable hereunder) to the date so fixed.

       

      As
        herein
        provided the unpaid Principal Amount of this Note (or portions thereof) from
        time to time outstanding shall bear interest prior to maturity at the Applicable
        Rate, provided that in no event shall the Applicable Rate exceed the Maximum
        Rate.

       

      The
        Principal Amount shall be due and payable on the Maturity Date.

       

      Interest
        on each of the Floating Tranche and the Fixed Tranche under the Loan shall
        accrue and compound annually on each annual anniversary date of this Note.
        On
        each annual anniversary date, all accrued and unpaid interest shall be added
        to
        and considered part of the Principal Amount for the Floating Tranche and
        the
        Fixed Tranche, respectively. 

       

      With
        respect to the Floating Tranche, interest shall accrue and compound annually
        as
        set forth herein. The portion of the accrued interest that is attributable
        to
        the Base Rate shall be due and payable on the Maturity Date, and all remaining
        interest shall be due and payable in advance beginning on the effective date
        of
        this Note and continuing on the first day of each calendar month
        thereafter.

       

      With
        respect to the Fixed Tranche, interest shall accrue and compound annually
        as set
        forth herein, and shall be due and payable on the Maturity Date.

       

      All
        interest accruing under this Note shall be calculated on the basis of a 360-day
        year applied to the actual number of days in each month. The Maker shall
        make
        each payment which it owes hereunder not later than twelve o'clock, noon,
        Dallas, Texas time, on the date such payment becomes due and payable (or
        the
        date any voluntary prepayment is made), in immediately available funds. Any
        payment received by the Payee after such time will be deemed to have been
        made
        on the next following business day. As used herein, the term "business day"
        shall mean a day on which commercial banks are open for business with the
        public
        in Dallas, Texas.

       

      Notwithstanding
        anything to the contrary contained in this Note, at the option of the holder
        of
        this Note and upon notice to the Maker at any time after the occurrence of
        a
        default hereunder, from and after such notice and during the continuance
        of such
        default, the unpaid principal of this Note from time to time outstanding
        and all
        past due interest shall, to the extent permitted by applicable law, bear
        interest at the Default Rate, provided that in no event shall such interest
        rate
        be more than the Maximum Rate.

       

      
        
          
          

        

        
          PROMISSORY
            NOTE -
            Page 2

          
            

          

        

        
          
          

        

      

       

      Payee
        and
        Maker intend in the execution of this Note and all other instruments now
        or
        hereafter securing this Note to contract in strict compliance with applicable
        usury law. In furtherance thereof, Payee and Maker stipulate and agree that
        none
        of the terms and provisions contained in this Note, or in any other instrument
        executed in connection herewith, shall ever be construed to create a contract
        to
        pay for the use, forbearance or detention of money, interest at a rate in
        excess
        of the Maximum Rate; neither Maker nor any guarantors, endorsers or other
        parties now or hereafter becoming liable for payment of this Note shall ever
        be
        obligated or required to pay interest on this Note at a rate in excess of
        the
        Maximum Rate that may be lawfully charged under applicable law, and the
        provisions of this paragraph shall control over all other provisions of this
        Note and any other instruments now or hereafter executed in connection herewith
        which may be in apparent conflict herewith. Payee, including each holder
        of this
        Note, expressly disavows any intention to charge or collect excessive unearned
        interest or finance charges in the event the maturity of this Note is
        accelerated. If the maturity of this Note shall be accelerated for any reason
        or
        if the Principal Amount is paid prior to the end of the term of this Note,
        and
        as a result thereof the interest received for the actual period of existence
        of
        the Loan exceeds the amount of interest that would have accrued at the Maximum
        Rate, the Payee or other holder of this Note shall, at its option, either
        refund
        to Maker the amount of such excess or credit the amount of such excess against
        the Principal Amount and thereby shall render inapplicable any and all penalties
        of any kind provided by applicable law as a result of such excess interest.
        In
        the event that Payee or any other holder of this Note shall contract for,
        charge
        or receive any amounts and/or any other thing of value which are determined
        to
        constitute interest which would increase the effective interest rate on this
        Note to a rate in excess of that permitted to be charged by applicable law,
        all
        such sums determined to constitute interest in excess of the amount of interest
        at the lawful rate shall, upon such determination, at the option of the Payee
        or
        other holder of this Note, be either immediately returned to Maker or credited
        against the Principal Amount, in which even any and all penalties of any
        kind
        under applicable law as a result of such excess interest shall be inapplicable.
        By execution of this Note, Maker acknowledges that it believes the Loan
        evidenced by this Note to be non-usurious and agrees that if, at any time,
        Maker
        should have reason to believe that the Loan is in fact usurious, it will
        give
        the Payee or other holder of this Note notice of such condition and Maker
        agrees
        that the Payee or other holder shall have ninety (90) days in which to make
        appropriate refund or other adjustment in order to correct such condition
        if in
        fact such exists. The term "applicable law" as used in this Note shall mean
        the
        laws of the state of Texas or the laws of the United States, whichever laws
        allow the greater rate of interest, as such laws now exist or may be changed
        or
        amended or come into effect in the future.

       

      Should
        the indebtedness represented by this Note or any part thereof be collected
        at
        law or in equity or through any bankruptcy, receivership, probate or other
        court
        proceedings or if this Note is placed in the hands of attorneys for collection
        after default, Maker and all endorsers, guarantors and sureties of this Note
        jointly and severally agree to pay to the Payee or other holder of this Note
        in
        addition to the principal and interest due and payable hereon reasonable
        attorneys' and collection fees.

       

      Maker
        and
        all endorsers, guarantors and sureties of this Note and all other persons
        obligated or to become obligated on this Note severally waive presentment
        for
        payment, demand, notice of demand and of dishonor and nonpayment of this
        Note,
        notice of intention to accelerate the maturity of this Note, protest and
        notice
        of protest, diligence in collecting, and the bringing of suit against any
        other
        party, and agree to all renewals, extensions, modifications, partial payments,
        releases or substitutions of security, in whole or in part, with or without
        notice, before or after maturity.

       

      
        
          
          

        

        
          PROMISSORY 
            NOTE - Page 3

          
            

          

        

        
          
          

        

      

       

      The
        Maker
        hereby unconditionally and irrevocably remises, acquits, and fully and forever
        releases and discharges the Payee and all respective affiliates and subsidiaries
        of the Payee, its officers, servants, employees, agents, predecessors,
        attorneys, advisors, parents, subsidiaries, equity interest holders, loan
        participants, principals, directors and shareholders, and its heirs, legal
        representatives, successors and assigns (collectively, the "Released
        Lender Parties")
        from
        any and all claims, demands, causes of action, obligations, remedies, suits,
        damages and liabilities (collectively, the "Maker
        Claims")
        of any
        nature whatsoever, whether now known, suspected or claimed, whether arising
        under common law, in equity or under statute, which the Debtor ever had or
        now
        has against the Released Lender Parties which may have arisen at any time
        on or
        prior to the date of this Agreement and which were in any manner related
        to this
        Note or any other documents related thereto or the enforcement or attempted
        enforcement by the Payee of rights, remedies or recourses related thereto.
        The
        Maker covenants and agree never to commence, voluntarily aid in any way,
        prosecute or cause to be commenced or prosecuted against any of the Released
        Lender Parties any action or other proceeding based upon any of the Maker
        Claims
        which may have arisen at any time on or prior to the date of this Note and
        were
        in any manner related to this Note or any other document related
        thereto.

       

      THIS
        NOTE
        AND THE PARTIES' RIGHTS AND OBLIGATIONS HEREUNDER SHALL IN ALL RESPECTS BE
        GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
        STATE OF TEXAS (WITHOUT GIVING EFFECT TO TEXAS' PRINCIPLES OF CONFLICTS OF
        LAW)
        AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN SUCH STATE.
        MAKER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
        TEXAS
        OR FEDERAL COURT SITTING IN DALLAS, TEXAS OVER ANY SUIT, ACTION OR PROCEEDING
        ARISING OUT OF OR RELATING TO THIS NOTE, AND MAKER HEREBY AGREES AND CONSENTS
        THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER
        APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING
        IN
        ANY TEXAS OR FEDERAL COURT SITTING IN DALLAS, TEXAS (OR SUCH OTHER COUNTY
        IN
        TEXAS) MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
        DIRECTED TO MAKER AT THE ADDRESS OF MAKER CONTAINED HEREIN, AND SERVICE SO
        MADE
        SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO
        MAILED.

       

      MAKER
        HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT,
        ACTION
        OR PROCEEDING BROUGHT BY THE HOLDER OF THIS NOTE IN CONNECTION WITH THE LOAN,
        ANY AND EVERY RIGHT IT MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) A TRIAL BY
        JURY,
        (III) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COMPULSORY
        COUNTERCLAIM, AND (IV) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE
        SUIT, ACTION OR PROCEEDING.
        Nothing
        herein contained shall prevent or prohibit Maker from instituting or maintaining
        a separate action against the holder of this Note with respect to any asserted
        claim.

       

      
        
          
          

        

        
          PROMISSORY
            NOTE -
            Page 4

          
            

          

        

        
          
          

        

      

       

      NO
        ORAL AGREEMENTS.
        THIS NOTE AND ALL THE OTHER LOAN DOCUMENTS RELATED THERETO EMBODY THE FINAL,
        ENTIRE AGREEMENT OF MAKER AND PAYEE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
        AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
        RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED
        OR
        VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
        OR
        DISCUSSIONS OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER
        AND
        PAYEE. THE PROVISIONS OF THIS NOTE AND THE LOAN DOCUMENTS RELATED THERETO
        MAY BE
        AMENDED OR REVISED ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE MAKER AND
        PAYEE.

       

       

      Signed
        as
        of the 29th
        day of
        October, 2007.

      
         

        
          	 	
                  MAKER:

                	 
	 	 	 	 
	 	
                  ISECURETRAC
                    CORP.,

                	 
	 	
                  a
                    Delaware corporation

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:
                    

                	  
	
                   

                
	 	
                  Name: 
                    

                	  
	 
	 	
                  Its:
                    

                	  
	 
	 	
                  Federal
                    ID#: 87-0347787

                	 


        

      

    

     

    
      
        
        

      

      
        PROMISSORY 
          NOTE - Signature Page