Promissory Note from the Registrant to Remington Capita



 Exhibit 4.4.8 
  
 THIS PROMISSORY NOTE IS SUBJECT TO THE PROVISIONS OF THAT CERTAIN SUBORDINATION AGREEMENT BY AND BETWEEN COMERICA BANK
AND REMINGTON CAPITAL, LLC DATED SEPTEMBER 23, 2004, EFFECTIVE AS OF SEPTEMBER 1, 2004. 
  
 PROMISSORY NOTE 
  

			
	 $3,873,416.78
	 	 San Diego, California
 September 1, 2004


  
 PROMISE TO PAY.
SYNBIOTICS CORPORATION, a California corporation, (“Borrower”) promises to pay to REMINGTON CAPITAL, LLC (“Lender”), or order, in lawful money of the United States of America, the principal amount of Three Million Eight Hundred
Seventy Three Thousand Four Hundred Sixteen and 78/100 Dollars ($3,873,416.78) together with interest accrued on the outstanding principal balance of this Promissory Note (this “Note”) from the date of this Note at the rate specified
below. 
  
 PRINCIPAL PAYMENT. Borrower will pay the principal
amount of this Note and accrued interest as follows: 
  

	 	(a)	Blended payments of principal and interest of Forty Six Thousand Four Hundred Eighty Five and 11/100 Dollars ($46,485.11) each due on the 25th day of each month commencing
September 25, 2004 and continuing to August 25, 2014. 

  

	 	(b)	All unpaid principal and interest shall be due and payable in full on August 25, 2014. 

  
 PAYMENT OF INTEREST. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the
ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will wire transfer all payments to Lender pursuant to
wire transfer instructions provided by Lender to Borrower in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any
remaining amount to principal. 







 FIXED INTEREST RATE. The interest rate on this Note is 7.75% per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. 
  
 PREPAYMENT. 
  
 A. Optional Prepayment. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. 
  
 B. Application of Prepayments. Optional prepayments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest. Rather, all prepayments will reduce the principal payments required under this Note in the inverse order that
such payments are due hereunder 
  
 LATE CHARGE. If a
payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment. 
  
 DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment when due; and/or (b) An Uncured
Default occurs and is continuing or is existing under the Credit Agreement. 
  
 LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will immediately pay
that amount. Upon Borrower’s failure to pay all amounts declared due pursuant to this section, Lender may (a) increase the interest rate on this Note to 10.75%, and (b) add any unpaid accrued interest to principal and such sum will bear
interest therefrom until paid at the rate provided in this Note (including any increased rate). Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject
to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services, and further including the allocated cost of Lender’s in-house counsel. Borrower also will pay any court costs, in addition to all other
sums provided by law. This Note has been delivered to Lender and accepted by Lender in the State of California. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of San Diego County, the
State of California. This Note shall be governed by and construed in accordance with the laws of the State of California. 
  
 DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on this Note and the check or preauthorized charge
with which Borrower pays is later dishonored. 
  
 RIGHT OF
SETOFF. Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower’s right, title and interest in and to, Borrower’s accounts with Lender (whether
checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and 
  

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 all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts. 
  
 CREDIT AGREEMENT. This Note is subject to the provisions of that certain Credit Agreement dated April 12, 2000 and all amendments thereto and
replacements thereof. 
  
 GENERAL PROVISIONS. Lender may
delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations,
presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser,
shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than
the party with whom the modification is made. 
  
 JURY TRIAL
WAIVER. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH OF THEM, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS NOTE OR ANY
COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY
EACH OF THEM. 
  

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 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING
THE INTEREST RATE PROVISION. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. 
  

			
	 Synbiotics Corporation, a California corporation

		
	 By:
	 	 /s/ Paul R. Hays


	 Name:
	 	 Paul R. Hays

	 Title:
	 	 President



  
 Borrower’s Address:

 11011 Via Frontera 
 San Diego, CA 92127 
  
 Lender’s Address: 
 9468 Montgomery Road 
 Cincinnati, OH 45242 
  

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