vsrs1apromnote.htm


    
      

      

    

    PROMISSORY
NOTE

    


    
      	
              U.S.
      $598,792.92

            	
              September
      30, 2008

            
	 
      	
              Salt
      Lake City, Utah

            


    

    


    FOR VALUE
RECEIVED, each of the undersigned (hereinafter collectively the “Borrower”)
jointly and severally promises to pay to the order of Volu-Sol Reagents
Corporation (hereinafter referred to as the “Lender”) at 5095 West 2100 South,
West Valley City, UT 84120 or at such other place as any holder hereof may
designate in writing, the principal sum of FIVE HUNDRED NINETY EIGHT THOUSAND
SEVEN HUNDRED AND NINETY TWO DOLLARS and 92/00 ($598,792.92), together with
interest thereon from the date hereof, as hereinafter provided.

    


    Loan
Amount.  The total amount of the loan to the Borrower shall be
$598,792.92.

    


    Rate of
Interest.  The principal balance hereof shall bear interest
from the date hereof at the rate of fifteen percent (8%) per annum.

    


    (i) Payment of Principal and
Interest. The entire principal balance hereof and all accrued interest
thereon (and all other charges due and payable by Borrower hereunder or under
any of the Loan Documents, as hereinafter defined) will be due and payable in
full on or by September 30, 2009.

    


    Late
Charge.  In the event any payment of principal or interest
under this Note or any part thereof is not received by the Lender within five
(5) days of the due date thereof (inclusive of the due date), such event shall
constitute a default hereunder and, irrespective of whether Lender issues or
records a notice of default, Borrower agrees to pay a late charge in an amount
equal to five percent (5%) of such unpaid payment.  The parties
additionally acknowledge and agree that late charges are distinct and separate
from the payment of interest on amounts in default.

    


    Default
Interest.  Immediately upon a default, including failure to pay
in full upon maturity, the interest rate shall increase to five percent (5%) per
month.

    


    Prepayment.  Borrower
shall have the right to prepay all or any part of the indebtedness evidenced
hereby at any time without penalty.

    


    Waivers;
Successors.  Borrower waives demand, presentment, protest,
notice of nonpayment, notice of default, demand for payment and diligence in
filing suit, and agrees that time for payment of any installment may be extended
from time to time without notice at the option of Lender.  The rights
and remedies of the Lender as provided herein and in any of the Loan Documents
are cumulative and concurrent and are not exclusive of any other rights and
remedies to which the lender is entitled whether by operation of law or in
equity.  No act of omission or commission of the Lender, including
specifically any failure to exercise any right, remedy or recourse, or any delay
in exercising the same, constitute a waiver or release thereof, unless set forth
in a written document executed by the Lender and then only to the extent therein
specifically recited.  A waiver or release with reference to one event
will not be construed as a continuing bar to, or as a waiver or release of, any
subsequent right, remedy or recourse as to any  subsequent
event.  This Note may not be changed orally, but only by an agreement
in writing signed by the Lender.  The provisions of this Note shall be
binding upon and shall inure to the benefit of said successors and
assigns.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Time of
Essence.  Time is of the essence of this Note.

    


    Severability.  In
the event any one or more of the provisions contained in this Note shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

    


    Commercial
Purposes.  The obligations created by this Note were incurred
by each Borrower for commercial purposes, and not personal, family, or household
consumer purposes.

    


    Lender’s Costs and
Expenses.  Borrower agrees to pay to Lender all costs and
expenses incurred by Lender, including, without limitation, all legal and
accounting fees, arising in connection with Lender’s enforcement of its rights
under the Loan Documents, whether or not suit is filed.

    


    Governing Law,
Jurisdiction.  This Note shall be deemed to have been made in
the State of Utah and the validity of this Note, its construction,
interpretation and enforcement shall be determined under, governed by and
construed in accordance with the laws of the State of Utah.

    


    Waiver of Jury
Trial.  LENDER AND BORROWER HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY TRANSACTION
HEREUNDER.

    


    


    
      	 
      	
              SECUREALERT,
      INC.

            
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      	
              Blake
      T. Rigby

            
	 
      	
              Title:

            	 
      	
              Chief
      Financial Officer

            
	 
      	 
      	 
      	 
      
	 
      	
              VOLU-SOL
      REAGENTS CORPORATION

            
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      	
              Michael
      G. Acton

            
	 
      	
              Title:

            	 
      	
              Chief
      Financial Officer