Exhibit
10.10


 


SECURED
PROMISSORY NOTE


 


	
  $600,000.00

  	
   

  	
  SAN DIEGO,
  CALIFORNIA

  	
   

  	
  November 18,
  2003

  



 


Altris Software, Inc., a California
corporation (“Maker”), promises to pay on demand to Spescom LTD, a United
Kingdom corporation, or order (“Holder”), the principal sum of the amounts set
forth 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 as
more fully set forth below:


 


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


 


2.                                       Manner of
Payments.  All payments by Maker
under this Note shall be (a) made in lawful money of the United States of
America without set off, deduction or counterclaim of any kind whatsoever, (b)
credited first to amounts for late charges, if any, second to amounts for
Holder’s costs of enforcing this Note, if any, third to any accrued interest
under 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 interest
over all of the assets of Debtor pursuant to a Security Agreement (the
“Security Agreement”), including applicable financing statements, and a Pledge
Agreement (the “Pledge Agreement”), all of March 15, 2002.


 


4.                                       Late Charge.  If any amount of interest and/or principal
under this Note is not received by Holder within fifteen (15) days after its
due date, then, without any requirement for notice to Maker, Maker shall
immediately pay to Holder an additional sum of five percent (5%) of such
overdue amount as a late charge. Such late charge is fair and reasonable based
upon the facts and circumstances existing as of the date of this Note.
Acceptance of such late charge by Holder shall not constitute a waiver of
Maker’s default with respect to such overdue amount, nor prevent Holder from
exercising any of the other rights and remedies available to Holder under this
Note, the Security Agreement or the Pledge Agreement.


 


5.                                       Default
Interest.  If any payment under this
Note 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 such
overdue amount shall increase to the lesser of fourteen percent (14%) or the
maximum legally permissible rate, whichever is the lesser, until such late
payment is made. Such default interest represents a fair and reasonable
estimate of the costs that Holder will incur by reason of any late payment by
Maker. Acceptance of such default interest by Holder shall not constitute a
waiver of Maker’s default with respect to such overdue amount, nor prevent
Holder from exercising any of the other rights and remedies available to Holder
under this Note, the Security Agreement or the Pledge Agreement.


 

















 


6.                                       Prepayment.  This Note may be prepaid in whole or in part
at any time, provided that amounts prepaid shall be credited first to amounts
for late charges, if any, second to amounts for Holder’s costs of enforcing
this Note, if any, third to any accrued interest under this Note and finally to
the 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 in
accordance with the laws of the State of California, irrespective of
California’s choice-of-law principles.


 


9.                                       Further
Assurances.  Each party to this Note
shall execute and deliver all instruments and documents and take all actions as
may be reasonably required or appropriate to carry out the purposes of this
Note.


 


10.                                 Venue and
Jurisdiction.  All actions and
proceedings arising in connection with this Note must be tried and litigated
exclusively in the State and Federal courts located in San Diego County,
California, which courts have personal jurisdiction and venue over each of the
parties to this Note for the purpose of adjudicating all matters arising out of
or related to this Note.  Each party
authorizes and accepts service of process sufficient for personal jurisdiction
in any action against it as contemplated by this paragraph by registered or
certified mail, return receipt requested, postage prepaid, to its address for
the giving of notices set forth in this Note.


 


11.                                 Time of Essence.  Time and strict and punctual performance are
of 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 may
recover from the unsuccessful party all costs, expenses, and actual attorney’s
fees (including expert witness and other consultants’ fees and costs) relating
to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds
to judgment), and (b) any post-judgment or post-award proceeding including,
without limitation, one to enforce or collect any judgment or award resulting
from the Proceeding.  All such judgments
and awards shall contain a specific provision for the recovery of all such
subsequently incurred costs, expenses, and actual attorney’s fees.


 


13.                                 Partial Invalidity.  Each provision of this Note is valid and
enforceable to the fullest extent permitted by law.  If any provision of this Note (or the application of such
provision to any person or circumstance) is or becomes invalid or
unenforceable, the remainder of this Note, and the application of such
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, are not affected by such invalidity or
unenforceability.


 


14.                                 Waiver.  Any waiver of a default or provision under
this Note must be in writing.  No such
waiver constitutes a waiver of any other default or provision


 

















 


concerning the same or any other provision of this Note.  No delay or omission by a party in the
exercise of any of its rights or remedies constitutes a waiver of (or otherwise
impairs) such right or remedy.  A
consent to or approval of an act does not waive or render unnecessary the
consent to or approval of any other or subsequent act.


 


15.                                 Interest
Limitation.  It is not intended by
any provision of this Note to charge interest at a rate in excess of the
maximum rate of interest permitted to be charged to Maker under applicable law
on 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 the
term of the Loan, the excess amount shall, if permitted by applicable law, be
retained by Holder as additional cash collateral for the Loan to be held
without interest or trust and commingled with other assets of Holder or, if not
permitted to be so held by Holder, shall be refunded to Maker. If for any
period during the term of the Loan, Holder is unable, because of a limitation
on 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, such
interest or premium (“Interest Shortage”) shall, if permitted by applicable
law, be added to the interest earned or to be earned for prior or subsequent
periods during the term of the Loan so that, to the extent permitted by
applicable law on a cumulative basis over the life of the Loan, Holder may
collect all of the interest and premium provided for in this Note, the same to
be accomplished in the following manner, or otherwise as permitted by
applicable law: (1) if Holder were permitted by applicable law to charge
interest to Maker in such prior periods in excess of the amount of interest and
premium actually charged during such prior periods, then the interest due on
the Loan for such prior periods shall automatically be increased by the amount
of such Interest Shortage, but not in the excess of maximum interest permitted
to be charged to Maker during such prior periods, and such increased interest for
such prior periods shall be immediately due and payable upon demand; and (2) if
Holder shall have collected all interest permitted by applicable law to be
charged to Maker in such prior periods, and if Holder is thereafter permitted
by applicable law to charge interest to Maker in such subsequent periods in
excess of the amount of interest and premium actually charged during such
subsequent periods, the interest due on the Loan for such subsequent periods
shall automatically be increased by the amount of such Interest Shortage, but
not in excess of the maximum interest permitted to be charged to Maker during
such subsequent period, and such increased interest for such subsequent periods
shall be due and payable at the end of each such subsequent period upon demand.


 


16.                                 Notices.  All notices or other communications required
or permitted to be given to a party to this Agreement shall be in writing and
shall be personally delivered, sent by certified mail, postage prepaid, return
receipt requested, or sent by an overnight express courier service that
provides written confirmation of delivery, to such party at the following
respective address:


 


	
  Holder:

  	
   

  	
  Spescom LTD

  
	
   

  	
   

  	
  P.O. Box 288

  
	
   

  	
   

  	
  Halfway House 1685 Midrand

  
	
   

  	
   

  	
  South Africa

  
	
   

  	
   

  	
  Attention: Hilton Isaacman

  



 

















 


	
  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 by
mail in accordance with this paragraph, then it shall be deemed given,
delivered and received three days after the date such notice or other
communication is deposited with the United States Postal Service in accordance
with this paragraph.  Any party to this
Note may give a notice of a change of its address to the other party to this
Note.


 


17.                                 Drafting
Ambiguities.Each party to this Note has reviewed and revised this
Note.  Each party to this Note has had
the opportunity to have such party’s legal counsel review and revise this
Note.  Altris acknowledges that this
Note has been prepared by Solomon Ward Seidenwurm & Smith, LLP (“SWSS”)
which represents only Spescom Ltd., a United Kingdom corporation, with respect
to this Note and all related matters, that it is not being represented by SWSS
in relation to this Note and related matters and that it has been advised to retain
its own legal counsel.  The rule of
construction that ambiguities are to be resolved against the drafting party or
in favor of the party receiving a particular benefit under an agreement may not
be employed in the interpretation of this Note or of any amendments to this
Note.


 


 


	
   

  	
  ALTRIS
  SOFTWARE, INC.

  
	
   

  	
  a California
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W.
  Low

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  John W. Low

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer