**Exhibit10.10**

 

SECUREDPROMISSORY NOTE

 
| $600,000.00 |   | SAN DIEGO,  CALIFORNIA |   | November 18,  2003 |
|-------------|--------|------------------------|--------|-------------------------|

 

Altris Software, Inc., a Californiacorporation (“Maker”), promises to pay on demand to Spescom LTD, a UnitedKingdom corporation, or order (“Holder”), the principal sum of the amounts setforth in the upper left-hand corner of this Secured Promissory Note (this“Note”), plus interest at the rate of five percent (5.0%) per annum, payable asmore fully set forth below:

 

1.                                       Payments.  On January 31, 2004 Maker will payHolder $300,000 in principal plus any accrued interest. All remaining unpaidprincipal and accrued interest under this Note shall be immediately due andpayable on March 31, 2004.

 

2.                                       Manner ofPayments.  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)deemed paid 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 March 15, 2002.

 

4.                                       Late Charge.  If any amount of interest and/or principalunder this Note is not received by Holder within fifteen (15) days after itsdue date, then, without any requirement for notice to Maker, Maker shallimmediately pay to Holder an additional sum of five percent (5%) of suchoverdue amount as a late charge. Such late charge is fair and reasonable basedupon the facts and circumstances existing as of the date of this Note.Acceptance of such late charge by Holder shall not constitute a waiver ofMaker’s default with respect to such overdue amount, nor prevent Holder fromexercising any of the other rights and remedies available to Holder under thisNote, 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 interest represents a fair and reasonableestimate of the costs that Holder will incur by reason of any late payment byMaker. 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.                                       Note Waivers.  Maker waives presentment, demand, protest,notice of demand and dishonor.

 

8.                                       Governing Law.  This Note is governed by and construed inaccordance with the laws of the State of California, irrespective ofCalifornia’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.                                 Venue andJurisdiction.  All actions andproceedings arising in connection with this Note must be tried and litigatedexclusively in the State and Federal courts located in San Diego County,California, which courts have personal jurisdiction and venue over each of theparties to this Note for the purpose of adjudicating all matters arising out ofor related to this Note.  Each partyauthorizes and accepts service of process sufficient for personal jurisdictionin any action against it as contemplated by this paragraph by registered orcertified mail, return receipt requested, postage prepaid, to its address forthe giving of notices set forth in this Note.

 

11.                                 Time of Essence.  Time and strict and punctual performance areof the essence with respect to each provision of this Note.

 

12.                                 Attorneys’ Fees.  The prevailing party in any litigation,arbitration, mediation, bankruptcy, insolvency or other proceeding(“Proceeding”) relating to the enforcement or interpretation of this Note mayrecover from the unsuccessful party all costs, expenses, and actual attorney’sfees (including expert witness and other consultants’ fees and costs) relatingto or arising out of (a) the Proceeding (whether or not the Proceeding proceedsto judgment), and (b) any post-judgment or post-award proceeding including,without limitation, one to enforce or collect any judgment or award resultingfrom the Proceeding.  All such judgmentsand awards shall contain a specific provision for the recovery of all suchsubsequently incurred costs, expenses, and actual attorney’s fees.

 

13.                                 Partial Invalidity.  Each provision of this Note is valid andenforceable to the fullest extent permitted by law.  If any provision of this Note (or the application of suchprovision to any person or circumstance) is or becomes invalid orunenforceable, the remainder of this Note, and the application of suchprovision to persons or circumstances other than those as to which it is heldinvalid 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,interest in excess of such maximum rate shall be paid for any period during theterm of the Loan, the excess amount shall, if permitted by applicable law, beretained by Holder as additional cash collateral for the Loan to be heldwithout interest or trust and commingled with other assets of Holder or, if notpermitted to be so held by Holder, shall be refunded to Maker. If for anyperiod during the term of the Loan, Holder is unable, because of a limitationon the rate of interest permitted to be charged to Maker under applicable law,to collect 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 byapplicable law: (1) if Holder were permitted by applicable law to chargeinterest to Maker in such prior periods in excess of the amount of interest andpremium actually charged during such prior periods, then the interest due onthe Loan for such prior periods shall automatically be increased by the amountof such Interest Shortage, but not in the excess of maximum interest permittedto be charged to Maker during such prior periods, and such increased interest forsuch prior periods shall be immediately due and payable upon demand; and (2) ifHolder shall have collected all interest permitted by applicable law to becharged to Maker in such prior periods, and if Holder is thereafter permittedby applicable law to charge interest to Maker in such subsequent periods inexcess of the amount of interest and premium actually charged during suchsubsequent periods, the interest due on the Loan for such subsequent periodsshall automatically be increased by the amount of such Interest Shortage, butnot in excess of the maximum interest permitted to be charged to Maker duringsuch subsequent period, and such increased interest for such subsequent periodsshall be due and payable at the end of each such subsequent 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 thatprovides written confirmation of delivery, to such party at the followingrespective address:

 
| 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.                      |
|            |   | 10052 Mesa Ridge Court, Suite #100         |
|            |   | 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 to retainits own legal counsel.  The rule ofconstruction that ambiguities are to be resolved against the drafting party orin favor of the party receiving a particular benefit under an agreement may notbe employed in the interpretation of this Note or of any amendments to thisNote.

 

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

 

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