**Exhibit 10.29**

 

**PROMISSORY NOTE**

 

February15, 2002

 

Altris Software, Inc. aCalifornia corporation (“Altris”), having an address for notices at 9339Carroll Park Drive, San Diego, California 92121, hereby acknowledges that as ofDecember 22, 2001 it received funds totaling $1,810,383 (the “Loan”) fromSpescom Limited, a United Kingdom corporation (“Spescom UK”), having an addressfor notices at 53-55 Uxbridge Road, Ealing, London, England W5 5SA.  In consideration of Spescom UK advancing theLoan to Altris,  Altris promises torepay the Loan to Spescom UK plus any accrued interest in accordance with theterms set forth below:

 

1.             Payments and Interest.  The Loan shall accrue interest at the rate of 10% per annum fromthe date the Loan, or portion thereof, was advanced to Altris by SpescomUK.  All unpaid principal and accruedinterest under this Note shall be due and payable on October 15, 2003 (“DueDate”) unless extended by mutual written consent of  Altris and Spescom UK.

 

2.             Manner of Payments.  All payments by Altris under the Loan shall be (a) made in lawfulmoney of the United States of America without set-off, deduction orcounterclaim of any kind whatsoever, (b) credited first to amount for latecharges, if any, second to any accrued interest under the Loan and finally tothe principal balance under the Loan, and (c) deemed paid by Altris upon theiractual receipt by Spescom UK.  Interestfor any period less than one year shall be calculated on the basis of 1/360thof one year’s interest multiplied by the number of days during such period.

 

3.             Interest on Interest.  All interest under the Loan shall, from its Due Date until it ispaid, bear interest at the interest rate set forth above.

 

4.             Security Interest.  This Note is subject to the terms of a Security Agreement, datedas of February 15, 2002 by and among Altris, Spescom Limited, a South Africancorporation and Spescom UK (the “Security Agreement”) and is subject to all theprovisions thereof, and is secured by a continuing security interest in the Collateral(as defined in the Security Agreement). Notwithstanding the foregoing, Spescom UK shall have full recourseagainst Altris, and shall not be required to proceed against the Collateral inan Event of Default (as defined below).

 

5.             Late Charge. If any amount of interest and/or principal under the Loan is notreceived by Spescom UK within 15 days after its Due Date, then, without anyrequirement for notice to Altris, Altris shall immediately pay to Spescom UK asa late charge an additional sum of 5% per annum of such overdue amount from theDue Date until the date of payment. Such late charge represents a fair and reasonable estimate of the coststhat Spescom UK will incur by reason of any late 

 

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payment by Altris.  Acceptance of such late charge by Spescom UKshall not constitute a waiver of Altris’ default with respect to such overdueamount, nor prevent Spescom UK from exercising any of the other rights andremedies available to Spescom UK under this Note.

 

6.             Acceleration. All unpaid principal and accrued interest under this Note shall, atSpescom UK’s election, be immediately due and payable upon the occurrence ofany of the following events, any of which shall constitute a default (“Event ofDefault”) under this Note.

 

6.1           If any amount due under this Note is not received bySpescom UK when due.

 

6.2           The occurrence of an Event of Default (as defined in theSecurity Agreement).

 

7.             Commercial Purposes.  Altris acknowledges that the Loan is obtained for business orcommercial purposes and that the Loan will not be used primarily for personal,family, household or agricultural purposes.

 

8.             Loan Waivers. To the extent permitted by applicable law, Altris waives presentment,demand, protest, notice of demand and dishonor.

 

9.             Prepayment Without Penalty.  This Note may be prepaid in whole or in partat any time without penalty.

 

10.           Interest Limitation.  It is not intended by any provision of this Note to chargeinterest at a rate in excess of the maximum rate of interest permitted to becharged to Altris under applicable law on a cumulative basis.  If by mistake or error, interest in excessof such maximum rate shall be paid for any period, the excess amount shall, ifpermitted by applicable law, be retained by Spescom UK as Collateral (asdefined in the Security Agreement) to be held without interest or trust andcommingled with other assets of Spescom UK or, if not permitted to be so heldby Spescom UK, shall be refunded to Altris. Such interest or premium (“Interest Shortage”) shall, if permitted byapplicable law, be added to the interest earned or to be earned for prior orsubsequent periods during the term of the Loan so that, to the extent permittedby applicable law on a cumulative basis over the life of the Loan, Spescom UKmay collect all of the interest and premium provided for in the Loan, the sameto be accomplished in the following manner, or otherwise as permitted byapplicable law:  (a) if Spescom UK werepermitted by applicable law to charge interest to Altris in such prior periods inexcess of the amount of interest and premium actually charged during such priorperiods, then the interest due on the Loan for such prior periods shallautomatically be increased by the amount of such Interest Shortage, but not inexcess of the maximum interest permitted to be charged to Altris during such 

 

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prior periods, and excess ofthe maximum interest permitted to be charged to Altris during such priorperiods, and such increased interest for such prior periods shall beimmediately due an payable upon such demand; and (b) if Spescom UK shall havecollected all interest permitted by applicable law to charge interest to Altrisin 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 Altris during such subsequent period, and such increased interestfor such subsequent  periods shall bedue and payable at the end of each such subsequent period upon demand.

 

11.           Governing Law. This Note shall be governed by and construed in accordance with the lawsof the State of California.

 

12.           Further Assurances.  Each party to this Note shall execute all  instruments and documents and take allactions as may be reasonably required to effectuate this Note.

 

13.           Venue and Jurisdiction.  For purposes of venue and jurisdiction, this Note shall be deemedmade and to be performed in the City of San Diego, California.

 

14.           Time of Essence. Time and strict and punctual performance are of the essence with respectto each provision of this Note.

 

15.           Attorney’s Fees. In the event any litigation, arbitration, mediation, or other proceeding(“Proceeding”) is initiated by any party(ies) against any other party(ies) toenforce, interpret or otherwise obtain judicial or quasi-judicial relief inconnection with this Note, the prevailing party(ies) in such Proceeding shallbe entitled to recover from the unsuccessful party(ies) all costs, expenses,actual attorney’s and expert witness fees, relating to or arising out of (a)such Proceeding (whether or not such Proceeding proceeds to judgment), and (b)any post-judgment or post-award proceeding including without limitation one toenforce any judgment or award resulting from any such Proceeding.  Any such judgment or award shall contain aspecific provision for the recovery of all such subsequently incurred costs,expenses, actual attorney’s and expert witness fees.

 

16.           Modification. This Note may be modified only by a contract in writing executed by theparty(ies) to this Note against whom enforcement of such modification issought.

 

17.           Headings. The headings of the paragraphs of this Note have been included only forconvenience, and shall not be deemed in any manner to modify or limit any ofthe provisions of this Note, or be used in any manner in the interpretation ofthis Note.

 

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18.           Prior Understandings.  This Note and the Security Agreement contain the entire agreementbetween the parties to this Note with respect to the subject matter of thisNote, are intended as a final expression of such parties’ agreement withrespect to such terms as are included in this Note, are intended as completeand exclusive statements of the terms of this Note, and supersedes allnegotiations, stipulations, understandings, agreements, representations andwarranties, if any, with respect to such subject matter, which precede oraccompany the execution of this Note.

 

19.           Partial Invalidity.  Each provision of this Note shall be valid and enforceable to thefullest extent permitted by law.  If anyprovision of this Note or the application of such provision to any person orcircumstance shall, to any extent, be invalid or unenforceable, the remainderof this Note, or the application of such provision to persons or circumstancesother than those as to which it is held invalid or unenforceable, shall not beaffected by such invalidity or unenforceability, unless such provision or suchapplication of such provision is essential to this Note.

 

20.           Notices. All notices or other communications required or permitted to be given toa party to this Note shall be in writing an shall be personally delivered, sentby certified mail, postage prepaid, return receipt requested, or sent by anovernight express courier service that provides written confirmation ofdelivery, to such party at its address as set forth above in the introductoryparagraph of this Note.  Each suchnotice or other communication shall be deemed given, delivered and receivedupon its actual receipt, except that if it sent by mail in accordance with thisparagraph, then it shall be deemed given, delivered and received three daysafter the date such notice or other communication is deposited with the UnitedStates Postal Service in accordance with this paragraph.  Any party to this Note may give a notice ofa change of its address to the other party to this Note.

 

21.           Waiver.  Anywaiver of a default under the this Note must be in writing and shall not be awaiver of any other default concerning the same or any other provision of thisNote.  No delay or omission in theexercise of any right or remedy shall impair such right or remedy or beconstrued as a waiver.  A consent to orapproval of any act shall not be deemed to waive or render unnecessary consentto or approval of any act shall not be deemed to waive or render unnecessaryconsent to or approval of any other or subsequent act.

 

22.           Drafting Ambiguities.  Each party to this Note has reviewed and revised this Note.  Each party to this Note has had theopportunity 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 UK with respect to this Note and all relatedmatters, that it is not being represented by SWSS in relation to this Note andrelated matters and that it has been advised to retain its own legal counsel.The rule of construction that ambiguities are to be resolved against thedrafting party or in 

 

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favor of the party receivinga particular benefit under an agreement may not be employed in theinterpretation of this Note or of any amendments to this Note.

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

 

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