SENIOR
(UNSUBORDINATED)

    PROMISSORY
NOTE

    


     

    
      
        	
                $220,000.00

              	
                December
      31, 2008

              


      

    

    


    FOR VALUE RECEIVED, ISOTEC SECURITY
INC., a Colorado corporation (“Maker”), hereby promises to
pay to ISOTEC, INC., a
Colorado corporation (the “Holder”), the principal amount
of Two Hundred Twenty Thousand Dollars ($220,000.00), in the manner specified in
Section 1
hereinbelow.

     

    1.           Payments.  The
principal sum under this Note shall be due and payable as set forth on, and in
accordance with Schedule
1.  All payments under this Note shall be made in lawful
currency of the United States of America at such place as the Holder shall
designate in writing and shall be payable by Maker by check mailed to the Holder
on or prior to the due date at such address as the Holder may from time to time
request.  If any payment on this Note shall become due on a day which
is not a business day, such payment shall be made on the next succeeding
business day.  Maker may prepay this Note at any time, in whole or in
part, without premium or penalty.

     

    2.           Interest.  No
interest shall be payable on this Note.

     

    3.           Right to
Offset.  The original principal amount of this Note shall be
subject to offset and reduction  to the extent of any claim, loss,
liability, damage, cost or expense (including but not limited to attorney fees)
which the Company suffers or may suffer arising out of or relating
to  the Holder’s breach of any covenant, representation or warranty in
that certain Asset Purchase Agreement between the parties and WorldAm, Inc., of
even date herewith.

     

    4.           Acceleration.  If
any of the events specified in this Section 4 shall
occur, the Holder may, so long as such condition exists, declare the entire then
outstanding amount due under this Note immediately due and payable, by notice in
writing to the Maker; and/or exercise any and all rights and remedies available
to it under applicable law:

     

    (a)           The
failure of Maker to pay in full any payment of principal or interest required
hereunder or under that certain Asset Purchase Agreement entered into by and
between the parties, and World Am, Inc., of even date herewith, when due, which
failure is not cured within five (5) days following receipt by Maker from the
Holder of notice of such failure; provided, however, that the exercise by Maker
in good faith of its right of offset pursuant to Section 3 above,
whether or not ultimately determined to be justified, shall not constitute an
event giving rise to a right of acceleration hereunder; or

     

    (b)           If
a payment is due pursuant to Schedule 1, and prior
to making payment in full of such amount, Maker shall institute proceedings to
be adjudicated as bankrupt or insolvent, or the consent by Maker to institution
of bankruptcy or insolvency proceedings against Maker, or Maker shall file a
petition or answer or consent seeking reorganization or release under the
federal Bankruptcy Act, or any other applicable federal or state law, or Maker
shall consent to the filing of any such petition, or the making by Maker of an
assignment for the benefit of creditors.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.           Usury.  It
is the intention of Maker and Holder to conform strictly to the usury laws now
or hereafter in force in the State of California, and any amount payable under
this Note if deemed to be interest shall be subject to reduction to the amount
not in excess of the maximum non-usurious amount allowed under the usury laws of
the State of California as now or hereafter construed by the courts having
jurisdiction over such matters.  In the event any payment made
hereunder is in violation of the usury laws now or hereafter in force in the
State of California, then earned interest will not include more than the maximum
amount permitted by law, and any interest in excess of the maximum amount
permitted by law shall be deemed canceled automatically upon the payment thereof
by Maker and shall, at the option of Maker, either be rebated to Maker or
credited on the principal amount of this Note or, if all principal has been
paid, then the excess shall be rebated to Maker.

     

    5.           Assignment.  This
Note shall not be transferred, pledged, hypothecated, or assigned by the Company
without the express written consent of the Holder.  In the event any
third party acquires a controlling interest in the Company or acquires
substantially all of the assets of the Company (“Acquisition”), this Note shall
be immediately due and payable.   Prior to any Acquisition, the
Company agrees to make the acquiring party aware of the terms of this Section
and this Note.  Holder may assign or transfer this Note upon without
the prior written consent of Maker to the parent, subsidiary or affiliate of
Holder.  Holder shall provide Maker with notice of any such assignment
or transfer.

     

    6.           Miscellaneous.  This
Note shall be governed by and interpreted in accordance with the laws of the
State of California, including all matters of construction, validity,
performance and enforcement, without giving effect to principles of conflict of
laws.  In the event that Holder is required to bring any action to
collect or otherwise enforce payment of this Note, Maker agrees to pay such
reasonable attorneys’ fees, court costs and other expenses as Holder may incur
as a result thereof.

     

    IN
WITNESS WHEREOF, this Note has been duly executed as of the date first written
above.

     

    
      
        
          
            	
                    “MAKER”

                  
	 
      
	
                    ISOTEC
      SECURITY, INC.

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    David
      J. Barnes, Chief Executive
Officer

                  


          

        

      

    


    
      
         


      

      
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    SCHEDULE
1

     

    PAYMENT
SCHEDULE

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Payment Due
      Date

                                                    	 	
                                                      Amount of Payment

                                                    
	 	 	 
	
                                                      February
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      March
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      April
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      May
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      June
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      July
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      August
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      September
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      October
      1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      November 1, 2009

                                                    	 	
                                                      $20,000.00
      (principal)

                                                    
	 	 	 
	
                                                      December
      1, 2009

                                                    	 	
                                                      $20,0000
      (principal)

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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