Exhibit 10.25


 


PROMISSORY NOTE


 


	
  Up
  to $1,650,000.00 (the “Principal Amount”)

  	
  Norwalk, Connecticut

  
	
  July 1,
  2010 (the “Note Date”)

  	
   

  



 


FOR
VALUE RECEIVED, CASTLEROCK SECURITY INC., a Delaware corporation, and any
entity or person that shall be permitted by Payee to succeed, by merger or
otherwise, to or assume the obligations of any Borrower under this Note (“Borrower”),
promises to pay to the order of Whitecap (US) Fund I, LP, a Delaware limited
partnership, or its successors and permitted assigns (“Payee”), the Principal
Amount or so much of such sum advanced by Payee to the Borrower from time to
time as set forth on Schedule A hereto, as may be amended from time to
time, together with accrued interest on the unpaid Principal Amount from time
to time thereon as described in this Promissory Note (as may be modified,
amended, supplemented, extended or consolidated in writing and any note(s) issued
in exchange therefore or in replacement thereof, this “Note”) until all amounts due hereunder
are fully repaid as set forth below.


 


1.             Interest and Payment.


 


(a)               Interest.  Interest on the Principal Amount shall accrue
at an annual rate equivalent to 10% per annum from the date on which the
applicable advance was made until, but not including, the date upon which the Borrower
pays the entire outstanding Principal Amount and interest accrued pursuant to
this Note.


 


(b)              Payment.  The full Principal Amount, together with all
accrued and unpaid interest thereupon shall be due and payable on the earlier
of: (i) November 30, 2012; (ii) the date which is six months
after the repayment of all Obligations by the Borrower to Siemens First Capital
Commercial Finance LLC; or (iii) the occurrence of an Event of Default
pursuant to this Note (the “Final Maturity Date”).


 


(c)               Computations.  All computations of interest and fees payable
hereunder shall be based upon a year of twelve 30-day months.


 


(d)              Form of Payment.  Principal and interest payment obligations
evidenced hereby are payable only in lawful money of the United States.  The receipt of a check shall not, in itself,
constitute payment hereunder unless and until paid in good funds.  Whenever any payment on this Note shall be
stated to be due on a day that is not a Business Day, such payment shall be
made on the next succeeding Business Day and such extension of time shall be
included in the computation of the payment of interest of this Note.


 


(e)               No Waiver.  The failure of Payee to immediately exercise
its option to accelerate this Note upon the happening of an Event of Default
shall not constitute a waiver of Payee’s right to exercise any such option at
that time or at any subsequent time with respect to such uncured Event of
Default or any other Event of Default. 
The acceptance by Payee of any payment hereunder which is less than
payment in full of all amounts then due and payable hereunder shall not
constitute a waiver of or impair, reduce, release or extinguish Payee’s rights
and remedies at that time or any subsequent time or nullify any prior exercise
by Payee of its rights.


 

















 


(f)               Lawful Rate.  All agreements between Borrower and Payee are
expressly limited so that in no contingency or event whatsoever, whether by
reason of advancement of the proceeds hereof, acceleration of maturity of the
unpaid principal balance, or otherwise, shall the amount paid or agreed to be
paid to Payee and arising from the use, forbearance or detention of money
advanced hereunder, exceed the highest lawful rate permissible under any law
which a court of competent jurisdiction may deem applicable hereto.  If, from any circumstances whatsoever, the
fulfillment of any provision hereof, at the time performance of such provision
shall be due, shall involve transcending the limit of validity prescribed by
law which a court of competent jurisdiction may deem applicable hereto, then,
ipso facto, the obligation to be fulfilled shall be reduced to the limit of
such validity, and if from any circumstances the Payee shall ever receive as
interest an amount which would exceed the highest lawful rate, such amount
which would be excessive interest shall be applied to the reduction of the
unpaid principal balance due hereunder and not to the payment of interest.  This provision shall control every other
provision of any agreement between the Borrower and Payee.


 


2.
            Default.


 


(a)                                            Event of
Default.  For purposes of this Note, the
term “Event of Default” shall include any of the following:  (i) Borrower fails to make any payment
of principal or interest in whole or in part within ten (10) days after
the date on which such payment is due under the terms of this Note; (ii) 
Borrower shall become insolvent or shall file a voluntary petition under the
federal bankruptcy laws or a petition to take advantage of any other bankruptcy
or insolvency law; (iii)  a custodian, receiver or trustee of all or any
part of Borrower’s property shall be appointed; (iv) Borrower shall make
any assignment for the benefit of its creditors; (v) any involuntary
petition against Borrower shall be filed under federal bankruptcy laws or any
other bankruptcy or insolvency laws and such petition shall not be dismissed
within thirty (30) days; or (vi) upon the declaration of an Event of
Default under any loan agreement by any Borrower with any other party,
including but not limited to Siemens First Capital Commercial Finance LLC.


 


(b)                                 Remedies/Notice
of Default.  Upon the
occurrence of an Event of Default, Payee may, at its option, accelerate
repayment of this Note, in which case the outstanding Principal under this
Note, all interest accrued thereon and remaining unpaid, and all other amounts
owing hereunder shall be due and payable immediately.  Upon any such Event of Default, Payee may
pursue any legal or equitable remedies.


 


3.                                       Acceleration By
Borrower.  At any time
prior to the Maturity Date, Borrower may prepay, without penalty or premium,
any portion or all of the outstanding Principal and interest due under this
Note.  In no event shall prepayment act
to defer or satisfy any continuing obligations of the Borrowers under this Note
unless and until such prepayment is made in the full amount otherwise due under
this Note.


 


4.                                       General
Provisions.


 


(a)                                No Right of
Setoff and Waiver of Presentment.  All payments under this Note shall be made
unconditionally, indefeasibly and in full without deduction, setoff,
recoupment, counterclaim, or other defense, all of which are hereby waived to
the maximum extent permitted by applicable law. 
If Borrower or any of its affiliates assert any claim, recoupment,
setoff, defense or other right to the contrary, Borrower shall notify Payee in
writing immediately, and Borrower represents and warrants that it presently has
no such claims, recoupments, setoffs, defenses or other such rights.  Borrower hereby waives presentment, demand,
protest, notice of dishonor, diligence and all other notices, any release or
discharge arising from any extension of time, discharge of a prior party,
release of any or all of any security given from time to time for this Note, or
other cause of release or discharge other than actual payment in full hereof.


 


2

















 


(b)                               Amendment.  Any term of this Note may be amended or
waived only with the written consent of the Payee and Borrower.  Unless otherwise provided for herein, Payee
shall not be deemed, by any act or omission, to have waived any of its rights
or remedies hereunder unless such waiver is in writing and signed by Payee and
then only to the extent specifically set forth in such writing.  A waiver with reference to one event shall
not be construed as continuing or as a bar to, or waiver of any right or remedy
as to a subsequent event.  No delay or
omission of Payee to exercise any right, whether before or after a default
hereunder, shall impair any such right or shall be construed to be a waiver of
any right or default, and the acceptance at any time by Payee of any past-due
amount shall not be deemed to be a waiver of the right to require prompt
payment when due of any other amounts then or thereafter due and payable.


 


(c)                                Cumulative
Remedies.  The
remedies of Payee as provided herein, or in law or in equity, shall be
cumulative and concurrent, and may be pursued singularly, successively or
together at Payee’s sole discretion and may be exercised as often as occasion
therefor shall occur.


 


(d)                               Governing Law.  This Note shall be governed by and construed
in accordance with, and under the substantive laws of the State of Connecticut,
notwithstanding its choice of law provisions.


 


(e)                                  Assignment.  This Note shall be binding upon each party
and its permitted successors and assigns. 
This Note may not be assigned by Borrower.


 


(f)                                    Notices.  All notices and other communications required
to be permitted hereunder shall be in writing and shall be delivered by
certified mail, postage prepaid, at the respective addresses as set forth
herein or such other address as may be provided in a notice to the other party,
by facsimile transmission, or by electronic mail.


 


	
  If
  to Borrower:

  	
   

  	
  CASTLEROCK
  SECURITY, INC.

  
	
   

  	
   

  	
  2101
  South Arlington Heights Road

  
	
   

  	
   

  	
  Arlington
  Heights, IL

  
	
   

  	
   

  	
  Attention:
  Brian Johnson

  
	
   

  	
   

  	
  Tel.
  No. (847) 956-2929

  
	
   

  	
   

  	
  E-mail:
  bjohnson@castlerocksecurity.com

  
	
   

  	
   

  	
   

  
	
  If
  to Payee:

  	
   

  	
  WHITECAP
  (US) FUND I, LP

  
	
   

  	
   

  	
  800
  Connecticut Avenue, Suite E-403

  
	
   

  	
   

  	
  Norwalk,
  Connecticut 06854

  
	
   

  	
   

  	
  Attention:
  Westin Lovy

  
	
   

  	
   

  	
  Tel.
  No. (203) 656-4848

  
	
   

  	
   

  	
  Fax
  No. (203) 656-4848

  
	
   

  	
   

  	
  E-mail:
  westin@whitecapadvisors.com

  



 


(g)                               Registration.  Notwithstanding anything to the contrary
contained herein, this Note and all obligations evidenced hereby is a
registered obligation and the right, title, and interest of the Payee and its
assignees in and to such Loan shall be transferable only upon notation of such
transfer in the Register


 


3

















 


(defined
below).  This Note shall only evidence
the Payee’s or its assignee’s right, title and interest in and to the related
Loan, and in no event is any such Loan to be considered a bearer instrument or
obligation.  This Section (g) shall
be construed so that the Loan is at all times maintained in “registered form”
within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the
Internal Revenue Code of 1986, as amended, and any related Treasury Regulations
promulgated thereunder.


 


Payee,
as Agent and on behalf of Borrower, shall maintain a copy of each assignment
document delivered to and accepted by it and a register for the recording of
the names and addresses of the Payee and its assignees and principal amount of
the Note and interest thereon owed to the applicable Payee and its assignees by
the Borrower from time to time (the “Register”).  Any assignment shall not be effective until
such assignment is recorded in the Register. 
The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and Borrower, Payee and its assignees may
treat each person whose name is recorded in the Register as the Lender or
assignee, as applicable, for all purposes of this Agreement.  The Register shall be available for
inspection by the Payee and its assignees at any reasonable time and from time
to time upon reasonable prior notice.


 


(h)                                 Severability.  If any provision of this Note is held to be
invalid or unenforceable by a court of competent jurisdiction, the other
provisions of this Note shall remain in full force and effect and shall be
liberally construed in favor of Payee in order to effect the provisions of this
Note.


 


(i)                                     Facsimiles.  Each party agrees that facsimile signatures
of this Note will be evidence of a valid and binding execution of it.


 


(j)                                     Interpretation.  The Section headings are inserted for
convenience of reference only and are not intended to be a part of, or to
affect the meaning or interpretation of any of the provisions of this Note.


 


IN
WITNESS WHEREOF, Borrower has executed this Note as of the date first above written.


 


	
  BORROWER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CASTLEROCK SECURITY, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Brian E. Johnson

  	
   

  
	
   

  	
  Brian
  E. Johnson, President & CEO

  	
   

  
	
   

  	
   

  	
   

  



 


4

















 


Schedule A


 


	
  Date

  	
   

  	
  Principal Amount Advanced

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2010

  	
   

  	
  $

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  August 4, 2010

  	
   

  	
  $

  	
  200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 20, 2010

  	
   

  	
  $

  	
  600,000

  	
   

  



 


5