**Exhibit10.31**

SECURED PROMISSORY NOTE

 
| $400,000.00  | SAN DIEGO, CALIFORNIA | March 15, 2002 |
|-------------------|-----------------------|----------------|

 

Altris Software, Inc., a California corporation(“Maker”), promises to pay on demand to Spescom LTD, a United Kingdomcorporation, or order (“Holder”), the principal sum of the amounts set forth inthe upper left-hand corner of this Secured Promissory Note (this “Note”), plusinterest at the rate of ten percent (10.0%) per annum, payable as more fullyset forth below:

 

1.             Payments. All unpaid principal and accrued interest under this Note shall beimmediately due and payable on demand by Holder.

 

2.             Mannerof Payments.  All payments by Makerunder this Note shall be (a) made in lawful money of the United States ofAmerica without set off, deduction or counterclaim of any kind whatsoever, (b)credited first to amounts for late charges, if any, second to amounts forHolder’s costs of enforcing this Note, if any, third to any accrued interestunder this Note and finally to the principal balance under this Note, and (c) deemedpaid by Maker upon their actual receipt by Holder.

 

3.             Security.  This Note is secured by a security interestover all of the assets of Debtor pursuant to a Security Agreement (the“Security Agreement”), including applicable financing statements, and a PledgeAgreement (the “Pledge Agreement”), all of even date herewith.

 

4.             LateCharge.  If any amount of interestand/or principal under this Note is not received by Holder within fifteen (15)days after its due date, then, without any requirement for notice to Maker,Maker shall immediately pay to Holder an additional sum of five percent (5%) ofsuch overdue amount as a late charge. Such late charge is fair and reasonable based upon the facts andcircumstances existing as of the date of this Note.  Acceptance of such late charge by Holder shall not constitute awaiver of Maker’s default with respect to such overdue amount, nor preventHolder from exercising any of the other rights and remedies available to Holderunder this Note, the Security Agreement or the Pledge Agreement.

 

5.             DefaultInterest.  If any payment under thisNote is not received by Holder within fifteen (15) days after its due date,then, without any requirement for notice to Maker, the rate of interest on suchoverdue amount shall increase to the lesser of fourteen percent (14%) or themaximum legally permissible rate, whichever is the lesser, until such latepayment is made.  Such default interestrepresents a fair and reasonable estimate of the costs that Holder will incurby reason of any late payment by Maker. Acceptance of such default interest by Holder shall not constitute awaiver of Maker’s default with respect to such overdue amount, nor preventHolder from exercising any of the other rights and remedies available to Holderunder this Note, the Security Agreement or the Pledge Agreement.

 

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6.             Prepayment.  This Note may be prepaid in whole or in partat any time, provided that amounts prepaid shall be credited first to amountsfor late charges, if any, second to amounts for Holder’s costs of enforcingthis Note, if any, third to any accrued interest under this Note and finally tothe principal balance under this Note.

 

7.             NoteWaivers.  Maker waives presentment,demand, protest, notice of demand and dishonor.

 

8.             GoverningLaw.  This Note is governed by andconstrued in accordance with the laws of the State of California, irrespectiveof California’s choice-of-law principles.

 

9.             FurtherAssurances.  Each party to this Noteshall execute and deliver all instruments and documents and take all actions asmay be reasonably required or appropriate to carry out the purposes of thisNote.

 

10.           Venueand Jurisdiction. All actions and proceedings arising in connection withthis Note must be tried and litigated exclusively in the State and Federalcourts located in San Diego County, California, which courts have personaljurisdiction and venue over each of the parties to this Note for the purpose ofadjudicating all matters arising out of or related to this Note.  Each party authorizes and accepts service ofprocess sufficient for personal jurisdiction in any action against it ascontemplated by this paragraph by registered or certified mail, return receiptrequested, postage prepaid, to its address for the giving of notices set forthin this Note.

 

11.           Timeof Essence.  Time and strict andpunctual performance are of the essence with respect to each provision of thisNote.

 

12.           Attorneys’Fees. The prevailing party in any litigation, arbitration, mediation,bankruptcy, insolvency or other proceeding (“Proceeding”) relating to theenforcement or interpretation of this Note may recover from the unsuccessfulparty all costs, expenses, and actual attorney’s fees (including expert witnessand other consultants’ fees and costs) relating to or arising out of (a) theProceeding (whether or not the Proceeding proceeds to judgment), and (b) anypost-judgment or post-award proceeding including, without limitation, one toenforce or collect any judgment or award resulting from the Proceeding.  All such judgments and awards shall containa specific provision for the recovery of all such subsequently incurred costs,expenses, and actual attorney’s fees.

 

13.           PartialInvalidity.  Each provision of thisNote is valid and enforceable to the fullest extent permitted by law.  If any provision of this Note (or theapplication of such provision to any person or circumstance) is or becomesinvalid or unenforceable, the remainder of this Note, and the application ofsuch provision to persons or circumstances other than those as to which it isheld invalid or unenforceable, are not affected by such invalidity orunenforceability.

 

14.           Waiver.  Any waiver of a default or provision underthis Note must be in writing.  No suchwaiver constitutes a waiver of any other default or provision 

 

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concerning the same or any other provision of this Note.  No delay or omission by a party in theexercise of any of its rights or remedies constitutes a waiver of (or otherwiseimpairs) such right or remedy.  Aconsent to or approval of an act does not waive or render unnecessary theconsent to or approval of any other or subsequent act.

 

15.           InterestLimitation.  It is not intended byany provision of this Note to charge interest at a rate in excess of themaximum rate of interest permitted to be charged to Maker under applicable lawon a cumulative basis over the life of the loan evidenced by this Note (the“Loan”).  If by mistake or error, interestin excess of such maximum rate shall be paid for any period during the term ofthe Loan, the excess amount shall, if permitted by applicable law, be retainedby Holder as additional cash  collateralfor the Loan to be held without interest or trust and commingled with otherassets of Holder or, if not permitted to be so held by Holder, shall berefunded to Maker.  If for any periodduring the term of the Loan, Holder is unable, because of a limitation on therate of interest permitted to be charged to Maker under applicable law, tocollect all of the interest and premium provided for in this Note, suchinterest or premium (“Interest Shortage”) shall, if permitted by applicablelaw, be added to the interest earned or to be earned for prior or subsequentperiods during the term of the Loan so that, to the extent permitted byapplicable law on a cumulative basis over the life of the Loan, Holder maycollect all of the interest and premium provided for in this Note, the same tobe accomplished in the following manner, or otherwise as permitted by applicablelaw:  (1) if Holder were permitted byapplicable law to charge interest to Maker in such prior periods in excess ofthe amount of interest and premium actually charged during such prior periods,then the interest due on the Loan for such prior periods shall automatically beincreased by the amount of such Interest Shortage, but not in excess of themaximum interest permitted to be charged to Maker during such prior periods,and such increased interest for such prior periods shall be immediately due andpayable upon demand; and (2) if Holder shall have collected all interestpermitted by applicable law to be charged to Maker in such prior periods, andif Holder is thereafter permitted by applicable law to charge interest to Makerin such subsequent periods in excess of the amount of interest and premiumactually charged during such subsequent periods, the interest due on the Loanfor such subsequent periods shall automatically be increased by the amount ofsuch Interest Shortage, but not in excess of the maximum interest permitted tobe charged to Maker during such subsequent period, and such increased interestfor such subsequent periods shall be due and payable at the end of each suchsubsequent period upon demand.

 

16.           Notices.  All notices or other communications requiredor permitted to be given to a party to this Agreement shall be in writing andshall be personally delivered, sent by certified mail, postage prepaid, returnreceipt requested, or sent by an overnight express courier service that provideswritten confirmation of delivery, to such party at the following respectiveaddress:

 
| Holder: | Spescom LTD                       |
|---------|-----------------------------------|
|    | P.O. Box 288                      |
|    | Halfway House 1685 Midrand        |
|    | South Africa                      |
|    | Attention:   Hilton Isaacman |

 

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| with a copy to: | Solomon, Ward, Seidenwurm & Smith, LLP |
|-----------------|--------------------------------------------|
|            | 401 B Street, Suite 1200                   |
|            | San Diego, CA 92101                        |
|            | Attention: Norman L. Smith                 |

 
|   |                       |
|--------|----------------------------|
| Maker: | Altris Software, Inc.      |
|   | 9339 Carroll Park Drive    |
|   | San Diego, CA 92121        |
|   | Attention:   John Low |

 

Each such notice or other communication shall be deemed given,delivered and received upon its actual receipt, except that if it is sent bymail in accordance with this paragraph, then it shall be deemed given,delivered and received three days after the date such notice or othercommunication is deposited with the United States Postal Service in accordancewith this paragraph.  Any party to thisNote may give a notice of a change of its address to the other party to thisNote.

 

17.           DraftingAmbiguities. Each party to this Note has reviewed and revised thisNote.  Each party to this Note has hadthe opportunity to have such party’s legal counsel review and revise thisNote.  Altris acknowledges that thisNote has been prepared by Solomon Ward Seidenwurm & Smith, LLP (“SWSS”)which represents only Spescom Ltd., a United Kingdom corporation, with respectto this Note and all related matters, that it is not being represented by SWSSin relation to this Note and related matters and that it has been advised toretain its own legal counsel. The rule of construction that ambiguities are tobe resolved against the drafting party or in favor of the party receiving aparticular benefit under an agreement may not be employed in the interpretationof this Note or of any amendments to this Note.

 
|   |   |   |   | ALTRIS SOFTWARE, INC.    |                    |
|--------|--------|--------|--------|--------------------------|-------------------------|
|   |   |   |   | a California corporation |                    |
|   |   |   |   |                     |                    |
|   |   |   |   | By:                      |  /s/John W.  Low   |   |   |   |   |
|   |   |   |   |                     | John W. Low             |   |
|   |   |   |   |                     | Chief Financial Officer |   |
|   |   |   |   |                     |                    |
|        |        |        |        |                          |                         |  |  |  |  |  |

 

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