**EXHIBIT 4.81**

 

**THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS CORPORATION SHALL HAVERECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.**

 

**SPEEDCOM WIRELESS CORPORATION**

 

**SECURED PROMISSORY NOTE**

 

 

**FOR VALUERECEIVED**, the undersigned, Speedcom Wireless Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of **NORTH SOUND LEGACY INSTITUTIONAL FUND LLC**or any future permitted holder of thispromissory note (the “Lender”), at the principal office of the Lender set forth herein, or at such other place as the holder may designate in writing to the Borrower, the principal sum of up to FOUR HUNDRED THIRTY THOUSAND SIXHUNDRED EIGHTY-FIVE DOLLARS (U.S. $430,685.00), or such other amount as may be outstanding hereunder, together with all accrued but unpaid interest, in such coin or currency of the United States of America as at the time shall be legal tender forthe payment of public and private debts and in immediately available funds, as provided in this promissory note (the “Note”). This Note is the Note referred to in the Letter Loan Agreement dated December 31, 2003 between theBorrower and the Lender (the “Letter Loan Agreement”). Concurrently with the issuance of this Note, the Borrower is issuing a separate note to a separate purchaser pursuant to the Letter Loan Agreement. 

 

1. Principal and Interest Payments. 

 

(a) The Borrower shall repay in full the entire principalbalance then outstanding under this Note on the earlier (the “Maturity Date”) of: (i) June 30, 2004, or (ii) the acceleration of the obligations as contemplated by this Note. The Maturity Date may be extended as agreed upon inwriting between the parties. 

 

(b) Interest onthe outstanding principal balance of this Note shall accrue at a rate of fifteen percent (15%) per annum. Interest on the outstanding principal balance of the Note shall be computed on the basis of the actual number of days elapsed and a year of

 

three hundred and sixty (360) days and shall be payable by the Borrower and shall be payable by the Borrower in cash in full on the Maturity Date.Furthermore, upon the occurrence of an Event of Default, then to the extent permitted by law, the Borrower will pay interest to the Lender, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Defaultuntil payment in full at the rate of twenty percent (20%) per annum. 

 

2. Security Agreement. The obligations of the Borrower hereunder shall be secured by, and the Lender shall be entitled to the rights and security granted by the Borrower pursuant to, the Security Agreement dated as of December 31,2003 by the Borrower for the benefit of the Lender. 

 

3.Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due on the next succeeding business day and such next succeedingday shall be included in the calculation of the amount of accrued interest payable on such date. 

 

4. Borrower’s Prepayment Option. The Borrower may prepay, at the option of its Board of Directors, all or any portion of the outstandingprincipal amount of this Note and the accrued and unpaid interest thereon upon five (5) business days prior written notice to the Lender (the “Borrower Prepayment Notice”) at a cash price equal to 150% of the sum of the outstandingprincipal amount and any interest accrued and outstanding (the “Borrower Prepayment Price”). The Borrower may not deliver a Borrower Prepayment Notice to the Lender unless the Borrower has clear and good funds for a minimum of theamount it intends to prepay in a bank account controlled by the Borrower. The Borrower Prepayment Notice shall state the date of prepayment (the “Borrower Prepayment Date”), the Borrower Prepayment Price, the amount of the Note ofsuch Lender to be prepaid, the amount of accrued and unpaid interest through the Borrower Prepayment Date and shall call upon the Lender to surrender to the Borrower on the Borrower Prepayment Date at the place designated in the Borrower PrepaymentNotice such Lender’s Note. The Borrower Prepayment Date shall be no more than five (5) trading days after the date on which the Lender is notified of the Borrower’s intent to prepay the Note (the “Borrower Prepayment NoticeDate”). If the Borrower fails to pay the Borrower Prepayment Price by the sixth (6th) trading day followingthe Borrower Prepayment Notice Date, the prepayment will be declared null and void and the Borrower shall lose its right to deliver a Borrower Prepayment Notice to the Lender in the future. On or after the Borrower Prepayment Date, the Lender shallsurrender the Notes called for prepayment to the Borrower at the place designated in the Borrower Prepayment Notice and shall thereupon be entitled to receive payment of the Borrower Prepayment Price. 

 

5. Replacement. Upon receipt of a duly executed, notarized andunsecured written statement from the Lender with respect to the loss, theft or destruction of this Note (or any replacement hereof), and without requiring an indemnity bond or other security, or, in the case of a mutilation of this Note, uponsurrender and cancellation of such Note, the Borrower shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note. 

 

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6. Parties in Interest, Transferability. This Note shall be binding upon the Borrower and itssuccessors and assigns and the terms hereof shall inure to the benefit of the Lender and its successors and permitted assigns. This Note may be transferred or sold, subject to the provisions of Section 8 of this Note, or pledged, hypothecated orotherwise granted as Security by the Lender. 

 

7. Remedies,Characterizations, Other Obligations, Breaches and Injunctive Relief. Upon an Event of Default (as defined in the Letter Loan Agreement), the Lender shall have all the rights and remedies contained in the Letter Loan Agreement. The remediesprovided in this Note shall be cumulative and in addition to all other remedies available under this Note or in the Letter Loan Agreement, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctiverelief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Lender’s right to pursue actual damages for any failure by the Borrower to complywith the terms of this Note. Amounts set forth or provided for herein with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Lender and shall not, except as expressly provided herein, besubject to any other obligation of the Borrower (or the performance thereof). The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Lender and that the remedy at law for any suchbreach may be inadequate. Therefore the Borrower agrees that, in the event of any such breach or threatened breach, the Lender shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain suchequitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required. 

 

8. Compliance with Securities Laws. The Lender of this Noteacknowledges that this Note is being acquired solely for the Lender’s own account and not as a nominee for any other party, and for investment, and that the Lender shall not offer, sell or otherwise dispose of this Note other than in compliancewith the laws of the United States of America and as guided by the rules of the Securities and Exchange Commission. This Note and any Note issued in substitution or replacement therefore shall be stamped or imprinted with a legend in substantiallythe following form: 

 

“THIS NOTE HAS NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIESLAWS OR SPEEDCOM WIRELESS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” 

 

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9. Borrower Waivers. Except as otherwise specifically provided herein, the Borrower and all othersthat may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance andenforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liabilityherein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Borrower liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY. 

 

(a) No delay or omission on the part of the Lender inexercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Lender, nor shall any waiver by the Lender of any such right or rights on any one occasion be deemed awaiver of the same right or rights on any future occasion. 

 

(b) THE BORROWER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TOANY PREJUDGMENT REMEDY WHICH THE LENDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE. 

 

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the choice of law provisions. This Agreement shall not beinterpreted or construed with any presumption against the party causing this Note to be drafted. 

 

11. Notices. Any notice, request, demand or other communication permitted or required to be given hereunder shall be provided in the mannerspecified in the Letter Loan Agreement. 

 

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**IN WITNESS WHEREOF,** the Borrower has executed and delivered this Note as of the date first writtenabove. 

 
**SPEEDCOM WIRELESS CORPORATION**By:      
Name:
  
Title:

 

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