Unassociated Document


    

       

      PROMISSORY
        NOTE 

       

      
        	$15,000  	
                 As
                  of November 22,
                  2005

              


      

       

      Argyle
        Security Acquisition Corporation (the “Maker”) promises to pay to the order of
        Ron Chaimovski (the “Payee”) the principal sum of Fifteen Thousand Dollars and
        No Cents ($15,000.00) in lawful money of the United States of America, together
        with interest on the unpaid principal balance of this Note, on the terms
        and
        conditions described below. 

       

      1.  Principal.
        The
        principal balance of this Note shall be repayable on the earlier of (i) November
        15, 2006 or (ii) the date on which Maker consummates an initial public offering
        of its securities. 

       

      2.  Interest.
        Interest shall accrue at the rate of 4% annually (non-compounded) on the
        unpaid
        principal balance of this Note. 

       

      3.  Application
        of Payments.
        All
        payments shall be applied first to payment in full of any costs incurred
        in the
        collection of any sum due under this Note, including (without limitation)
        reasonable attorneys’ fees, then to the payment of any accrued interest and
        finally to the reduction of the unpaid principal balance of this Note.


       

      4.  Events
        of Default.
        The
        following shall constitute Events of Default: 

       

      (a)  Failure
        to Make Required Payments.
        Failure
        by Maker to pay the principal of or accrued interest on this Note within
        five
        (5) business days following the date when due. 

       

      (b)  Voluntary
        Bankruptcy, Etc.
        The
        commencement by Maker of a voluntary case under the Federal Bankruptcy Code,
        as
        now constituted or hereafter amended, or any other applicable federal or
        state
        bankruptcy, insolvency, reorganization, rehabilitation or other similar law,
        or
        the consent by it to the appointment of or taking possession by a receiver,
        liquidator, assignee, trustee, custodian, sequestrator (or other similar
        official) of Maker or for any substantial part of its property, or the making
        by
        it of any assignment for the benefit of creditors, or the failure of Maker
        generally to pay its debts as such debts become due, or the taking of corporate
        action by Maker in furtherance of any of the foregoing. 

       

      (c)  Involuntary
        Bankruptcy, Etc.
        The
        entry of a decree or order for relief by a court having jurisdiction in the
        premises in respect of maker in an involuntary case under the Federal Bankruptcy
        Code, as now or hereafter constituted, or any other applicable federal or
        state
        bankruptcy, insolvency or other similar law, or appointing a receiver,
        liquidator, assignee, custodian, trustee, sequestrator (or similar official)
        of
        Maker or for any substantial part of its property, or ordering the winding-up
        or
        liquidation of the affairs of Maker, and the continuance of any such decree
        or
        order unstayed and in effect for a period of 60 consecutive days. 

       

      5.  Remedies.

       

      (a)  Upon
        the
        occurrence of an Event of Default specified in Section 4(a), Payee may, by
        written notice to Maker, declare this Note to be due and payable, whereupon
        the
        principal amount of this Note, and all other amounts payable thereunder,
        shall
        become immediately due and payable without presentment, demand, protest or
        other
        notice of any kind, all of which are hereby expressly waived, anything contained
        herein or in the documents evidencing the same to the contrary notwithstanding.
        

       

      (b)  Upon
        the
        occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
        unpaid principal balance of, and all other sums payable with regard to, this
        Note shall automatically and immediately become due and payable, in all cases
        without any action on the part of Payee. 

       

      6.  Waivers.
        Maker
        and all endorsers and guarantors of, and sureties for, this Note waive
        presentment for payment, demand, notice of dishonor, protest, and notice
        of
        protest with regard to the Note, all errors, defects and imperfections in
        any
        proceedings instituted by Payee under the terms of this Note, and all benefits
        that might accrue to Maker by virtue of any present or future laws exempting
        any
        property, real or personal, or any part of the proceeds arising from any
        sale of
        any such property, from attachment, levy or sale under execution, or providing
        for any stay of execution, exemption from civil process, or extension of
        time
        for payment; and Maker agrees that any real estate that may be levied upon
        pursuant to a judgment obtained by virtue hereof, on any writ of execution
        issued hereon, may be sold upon any such writ in whole or in part in any
        order
        desired by Payee. 

       

       

      
        
          
          

        

        
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      7.  Unconditional
        Liability.
        Maker
        hereby waives all notices in connection with the delivery, acceptance,
        performance, default, or enforcement of the payment of this Note, and agrees
        that its liability shall be unconditional, without regard to the liability
        of
        any other party, and shall not be affected in any manner by any indulgence,
        extension of time, renewal, waiver or modification granted or consented to
        by
        Payee, and consents to any and all extensions of time, renewals, waivers,
        or
        modifications that may be granted by Payee with respect to the payment or
        other
        provisions of this Note, and agrees that additional makers, endorsers,
        guarantors, or sureties may become parties hereto without notice to them
        or
        affecting their liability hereunder. 

       

      8.  Notices.
        Any
        notice called for hereunder shall be deemed properly given if (i) sent by
        certified mail, return receipt requested, (ii) personally delivered, (iii)
        dispatched by any form of private or governmental express mail or delivery
        service providing receipted delivery, (iv) sent by telefacsimile or (v) sent
        by
        e-mail, to the following addresses or to such other address as either party
        may
        designate by notice in accordance with this Section: 

       

      If
        to
        Maker: 

       

      Argyle
        Security Acquisition Corporation 

      200
        Concord Plaza, Suite 700

      San
        Antonio, Texas 78216

      Attn.:
        Bob Marbut, Co-Chief Executive Officer 

       

      If
        to
        Payee: 

       

      Ron
        Chaimovski

      Argyle
        Security Acquisition corporation

      200
        Concord Plaza, suite 700

      San
        Antonio, Texas 78216

       

      Notice
        shall be deemed given on the earlier of (i) actual receipt by the receiving
        party, (ii) the date shown on a telefacsimile transmission confirmation,
        (iii)
        the date on which an e-mail transmission was received by the receiving party’s
        on-line access provider (iv) the date reflected on a signed delivery receipt,
        or
        (vi) two (2) Business Days following tender of delivery or dispatch by express
        mail or delivery service. 

       

      9.  Construction.
        This
        Note shall be construed and enforced in accordance with the domestic, internal
        law, but not the law of conflict of laws, of the State of New York.


       

      10.  Severability.
        Any
        provision contained in this Note which is prohibited or unenforceable in
        any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction. 

       

      IN
        WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused
        this
        Note to be duly executed by its Co-Chief Executive Officer the day and year
        first above written. 

       

      
        	 	 	 
	 	ARGYLE
                SECURITY ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
                Bob Marbut
	 	
                
Name:
                Bob Marbut
	 	Title:
                Co-Chief Executive Officer


      

       

      
        
          
          

        

        
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