xedar8kex108_3408.htm


     

    
      

      

    

     

    EXHIBIT
10.8


     

     

    
      THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND IS NOT A "REGISTERED SECURITY" AS THAT TERM IS DEFINED IN RULE 144
UNDER THE ACT.  THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE MAKER.

      


      SECURED
SUBORDINATED PROMISSORY NOTE

      


      XEDAR
CORPORATION

      


      


      
        	
                        Original
      Principal Balance: $1,000,000.00

                 

              	
                        Issue
      Date: March 3, 2008

              
	
                        Interest Rate:
      6.00 %

                 

              	
                        Due
      Date: 12/31/2008

              


      

      


      FOR VALUE RECEIVED, XEDAR
CORPORATION, a Colorado corporation ("Maker"), whose address is 8310
South Valley Highway, Suite 220, Englewood, CO 80112, hereby unconditionally
promises to pay to the order of the Hugh H. Williamson, III
(together with any authorized subsequent holder, are hereinafter referred to as
"Holder") whose address is 3773 Cherry Creek North Drive, Suite 995, Denver,
Colorado 80209, the principal sum of 1,000,000, or so much thereof as is
actually advanced from time to time, pursuant to the terms hereof and in
accordance with that certain Pledge and Security Agreement, dated as of the
issue date hereof ("Pledge") and all other documents executed in connection with
the loan evidenced by this secured subordinated promissory note ("Note") (this
Note, the Pledge, and all other documents executed in connection herewith are
collectively referred to as the "Loan Documents"), together with interest
thereon, from and after the date hereof, at an annual rate determined in
accordance with the terms set forth herein, on all unpaid balances until paid in
full.

      


      All payments required hereunder shall be made
in lawful currency of the United States of America and shall be paid by Maker to
Holder as specified herein, or to such other person or entity, or at such other
place, as Holder hereof may designate from time to time in writing.

       

      Interest shall accrue on all principal amounts
advanced to Maker hereunder at the rate of six percent (6.00 %) per annum
from and after the date of each advance made pursuant
hereto.  Interest will be calculated on the basis of a 365-day
year.

       

      Maker shall pay all unpaid, outstanding, and
accrued interest, on all amounts advanced hereunder, in regular monthly
installments, commencing on the last day of each month beginning
March  31, 2008.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      

        Unless prepaid by
Maker, the entire unpaid principal balance, together with all accrued and unpaid
interest, and all other amounts due and owing under the terms of this Note and
the Loan Documents shall be due and payable, and shall be paid, in full, on the
earlier of the receipt of at least $10 million in new funding or on
December 31, 2008 ("Maturity
Date").

         

      

      Maker may prepay the entire debt evidenced by
this Note, or any portion thereof, at any time and from time to time, without
penalty or premium. All prepayments of principal or interest shall be applied to
the latest interest or principal payments to be paid under this Note and shall
not reduce or delay subsequent installment payments to be made
hereunder.

      


      In the event of failure to make any payment
when due hereunder, or in the event the entire balance hereunder is accelerated
as the result of a breach of, or the event of a default under the terms of this
Note or any of the other Loan Documents (which default is not cured within the
permitted cure periods), or an advance is made under the Loan Documents to
preserve and protect any collateral securing this Note, or to enforce the
provisions of this Note or the other Loan Documents, interest shall be paid upon
the entire outstanding principal balance and all other advances made pursuant to
this provision, at the rate of fifteen percent (15%) per annum, until all
amounts due and owing under this Note and the Loan Documents are paid in
full.  In each event that any payment due hereunder shall be made by
check or other negotiable instrument, and such check or negotiable instrument is
dishonored or refused by Maker or the payor institution, the Maker agrees to
pay, in addition to the all other sums due hereunder, a charge of One Hundred
Fifty Dollars and No Cents ($150.00) per check or negotiable instrument so
dishonored or refused.  At Holder’s option, all sums due hereunder
must be paid in the form of bank cashier’s check or wire transfers.

       

      All payments made hereunder shall first be
applied to the payment of any interest, including interest at the default rate
due and owing, and then to the payment of other sums (other than principal) due
and owing under the Loan Documents, then to the payment of the principal balance
due and owing hereunder.

       

      This Note is secured by various Loan Documents,
including, without limitation, the Pledge, and such other agreements and
assignments as required by Holder and executed and delivered by Maker in
connection with the loan evidenced by this Note and the Loan
Documents.

       

      In the event Maker shall default in any of the
payments due hereunder, Holder shall give Maker notice of such default and
thereafter, if such payment is not made within ten (10) days after such notice
is given, or in the event Maker breaches or defaults in the performance of any
covenant, obligation, condition, representation or warranty contained in any of
the other Loan Documents, which breach or default is not cured within the
applicable cure periods as provided in the Loan Documents, the full amount
remaining unpaid hereunder, together with accrued and unpaid interest, and fees
and any subsequent advances, including, without limitation, advances made by
Holder for payment of reasonable attorneys’ fees or in connection with the
preservation or protection of any collateral pledged to secure payment hereof,
at the option of Holder, shall be accelerated and shall become immediately due
and payable, in full, without further notice.  It is agreed that
notice of the exercise of such acceleration option is hereby expressly
waived.  Failure by Holder at any time, or from time to time, to
exercise such acceleration option shall not constitute a waiver of the right to
exercise the same at any other time.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      This Note may not be transferred by Maker or
assumed by any third party, except as permitted by Holder in
writing.

       

      This Note is subject to the express condition
that at no time shall Maker be obligated or required to pay interest on the
principal balance due under the Note at a rate which could subject Holder of the
Note to either civil or criminal liability as a result of being in excess of the
maximum interest rate which Maker is permitted by law to contract or agree to
pay.  In the event maturity of this Note is accelerated by reason of
an election by Holder thereof resulting from a breach or default hereunder or
under the Pledge, or under the terms of any of the other Loan Documents, or by
voluntary prepayment by Maker, or otherwise, then earned interest may never
include more than the maximum rate of interest permitted by applicable
law.  If from any circumstance any Holder of this Note shall ever
receive interest or other charges constituting interest, or adjudicated as
constituting interest, the amount of which, if any, would exceed the maximum
rate of interest permitted by applicable law, said excess amount shall be
reclassified as a principal payment and shall be applied to the reduction of the
principal amount then owing on this Note or on account of any other principal
indebtedness of Maker to Holder and not to the payment of interest; or if such
excessive interest exceeds the unpaid balance of principal of this Note and any
such other indebtedness, the amount of such excessive interest that exceeds the
unpaid principal balance of this Note or such other indebtedness shall be
refunded to Maker.  All sums paid or agreed to be paid to Holder for
the use, forbearance or detention of the indebtedness of Maker to Holder shall
be prorated, allocated and spread throughout the full term of such indebtedness
until payment in full for the purpose of determining the actual rate of interest
on such indebtedness so that the actual rate of interest on such indebtedness is
uniform throughout the term, and, in conjunction therewith, if the loan
evidenced by this Note should ever be deemed to consist of two or more loans,
then any sum paid or agreed to be paid to Holder for the use, forbearance or
detention of the indebtedness of Maker to Holder which is deemed to be excessive
interest with respect to one or more of such loans shall be allocated to the
loan or loans for which a maximum lawful rate of interest has not been
contracted for, charged or received or for which no maximum rate of interest
exists.

      


      Except as otherwise provided for herein, Maker,
endorsers or other persons liable hereunder, waive diligence or delinquency in
collection, demand for payment, presentment for payment, protest, notice, notice
of protest, notice of dishonor and all duty or obligation of Holder to effect,
protect, perfect, retain or enforce any security for payment of this Note or to
proceed against any collateral.  This Note shall be the joint and
several obligation of Maker, endorsers or other persons liable hereunder and
shall be binding upon them, their personal representatives, heirs, successors
and assigns.

       

      Maker, endorsers or other persons liable
hereunder, jointly and severally, unconditionally guarantee prompt satisfaction
when due, whether by acceleration or otherwise, of the entire outstanding
principal balance and all accrued and unpaid interest, and amounts of any
additional advancements, and further agree to immediately pay to Holder upon
demand, all losses, costs, expenses (including reasonable attorneys’ fees as
provided herein) incurred by Holder from collection and/or enforcement of this
Note in the event of default.  If this Note is placed in the hands of
an attorney in the event of default for collection or to enforce payment
hereunder or to enforce any other obligation as so provided in any other
Purchase Document, whether suit or other legal action is filed or foreclosure
proceedings are in fact commenced, Maker agrees to pay, in addition to all other
sums due hereunder, reasonable attorneys’ fees incurred in connection with the
enforcement of payment or the enforcement of the other obligations of Maker
under the other


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Loan Documents, and
the collection of said sums, including reasonable attorneys’ fees incurred in
preparation for and proceedings in foreclosure, probate, bankruptcy,
receivership, or other legal proceedings in connection with the enforcement of
payment or other obligations and collection of all sums evidenced by this
Note.

       

      No extension, postponement, forbearance, delay
or failure on the part of the Holder of this Note in the exercise of any power,
right or remedy hereunder, under the Pledge or under the other Loan Documents,
or at law or in equity, shall operate as a waiver thereof, nor shall a single or
partial exercise of any power or right preclude other or further exercise
thereof or the exercise of any other power, right or remedy.  All
rights, powers and remedies of the Holder shall be cumulative and may be
exercised simultaneously or from time to time in such order and manner as the
Holder in its sole discretion may elect.

       

      In the event any one or more of the provisions
of this Note for any reason shall be held to be invalid, illegal or
unenforceable, in whole or in part or in any respect, or in the event that any
one or more of the provisions of this Note operates or would operate
prospectively to invalidate this Note, then and in either of those events, such
provision or provisions only shall be deemed null and void and shall not affect
any other provision of this Note, and the remaining provisions of this Note
shall remain operative and in full force and effect and shall in no way be
affected, prejudiced or disturbed thereby.

       

      This Note may not be amended, modified, or
changed, nor shall any waiver by Holder hereof of any provision of this Note be
effective, except by written instrument signed by the party against whom
enforcement of such amendment, modification, or waiver is sought.

       

      Time is of the essence with respect to all
payment provisions set forth in this Note.

      


      Holder may, in the exercise of its discretion,
foreclose its security interests and liens in any property securing payment of
this Note simultaneously or severally, in any order selected by
Holder.  Maker waives any right to require Holder to marshal assets in
enforcing Holder's remedies.

      


      Maker, and all endorsers or other persons
liable hereunder, agree to promptly pay any and all deficiencies which may arise
if Holder exercises its rights under the Pledge or any other agreement
comprising the Loan Documents, it being the intention of Maker and Holder that
Holder shall have full recourse against each undersigned Maker, all endorsers or
other persons liable hereunder and that they shall remain fully liable for the
all amounts which are due and owing hereunder, regardless of the value of the
collateral securing this Note and regardless of whether or not the Holder elects
to exercise any of its remedies against the collateral.

      


      Each individual executing this Note represents
and warrants that he or she is duly authorized to execute and deliver this Note
on behalf of the person or entity for which he or she is so executing and that
this Note is binding upon the undersigned Maker in accordance with its terms,
except to the extent that enforcement of remedies is limited by applicable
bankruptcy, insolvency and other laws affecting the enforcement of creditors’
rights generally, and that the proceeds of the loan to the undersigned Maker,
which is the basis for the indebtedness evidenced by this Note, shall be used
for business and commercial purposes, and not individually for any personal,
family or household purposes.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      This Note shall be interpreted and enforced in
accordance with the substantive and procedural laws and rules of the State of
Colorado.  The parties hereto also agree that jurisdiction and venue
for all proceedings under this Note shall be in city and county of Denver,
Colorado.  The prevailing party in any such proceeding shall be
entitled to recover its reasonable attorney’s fees and costs incurred, in
addition to any other damages.

      


      IN WITNESS WHEREOF, the
undersigned has executed this Note as of the day and year first above
written.

      


      MAKER:

       

      XEDAR CORPORATION,

      a Colorado
corporation

      


      


      By:  /s/  Steven M. Bragg

      Steven M. Bragg, CFO