Unassociated Document


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, HAVE BEEN TAKEN
      FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
      WITH ANY DISTRIBUTION THEREOF AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
      IN
      THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN
      SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR HOLDER, CONCURRED
      IN
      BY COUNSEL FOR MAKER, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
      REQUIRED.

     

    ARGYLE
      SECURITY ACQUISITION CORPORATION

     

    PROMISSORY
      NOTE

    

      
        	
                 

              	
                New
                  York, New York

              
	
                US$25,000

              	
                April
                  16, 2007

              


      

    

     

    ARGYLE
      SECURITY ACQUISITION CORPORATION, a Delaware corporation. (“Maker”), for value
      received, hereby promises to pay to the order of Graham
      Wallis,
      or
      holder (“Holder”), thirty days after the Maker consummates a Business
      Combination (as defined in the Maker’s second amended and restated certificate
      of incorporation), in lawful money of the United States at the address of Holder
      at 1186 Yellowstone Drive, Lake Arrowhead, California 92352, the principal
      amount of Twenty-Five Thousand Dollars (US$25,000), together with simple
      interest thereon at the rate of four percent (4%) per annum. This Note may
      be
      prepaid without penalty, in whole or in part, at any time and from time to
      time,
      provided that accrued and unpaid interest through the date of such prepayment
      on
      the principal amount so prepaid shall be paid concurrently with such
      prepayment.

     

    The
      occurrence of any of the following shall be an Event of Default:

     

    (a) Maker
      shall fail to pay any of its obligations under this Note on the date when due;
      or

     

    (b) Maker
      shall default in any payment of principal of or interest on any material
      indebtedness or contingent obligation (other than its obligations under this
      Note), or any other event shall occur the effect of which is to permit such
      indebtedness or contingent obligation to be declared, or such indebtedness
      or
      contingent obligation shall otherwise become, due prior to its stated maturity;
      or

     

    (c) (i)
      Maker
      shall (A) commence any case, proceeding or other action under any existing
      or
      future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
      insolvency, reorganization or relief of debtors, seeking to have an order for
      relief entered with respect to it, seeking to adjudicate it a bankrupt or
      insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
      liquidation, dissolution, composition or other relief with respect to it or
      its
      debts, (B) commence any case, proceeding or other action seeking appointment
      of
      a receiver, trustee, custodian or other similar official for it or for all
      or
      any substantial part of its assets, or (C) make a general assignment for the
      benefit of its creditors;

     

    (ii)
      There shall be commenced against Maker any case, proceeding or other action
      of a
      nature referred to in clause (i) above that (A) results in the entry of an
      order
      for relief or any such adjudication or appointment, or (B) remains undismissed,
      undischarged or unbonded for a period of sixty (60) days;

     

    (iii)
      There shall be commenced against Maker any case, proceeding or other action
      seeking issuance of a warrant of attachment, execution, distraint or similar
      process against all or any substantial part of its assets that results in the
      entry of an order for any such relief that shall not have been vacated,
      discharged, stayed or bonded pending appeal within sixty (60) days from the
      entry thereof;

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (iv)
      Maker shall take any action in furtherance of, or indicating its consent to,
      approval of or acquiescence in, any of the acts set forth in clause (i), (ii),
      or (iii) above; or 

     

    (v)
      Maker
      shall generally not, shall be unable to, or shall admit in writing its inability
      to, pay its debts as they become due; or

     

    (d) One
      or
      more judgments or decrees material to Maker shall be entered against Maker
      not
      paid or fully covered by insurance and all such judgments or decrees shall
      not
      have been vacated, discharged or stayed or bonded pending appeal within sixty
      (60) days from the entry thereof.

     

    Upon
      the
      occurrence of an Event of Default, Holder may declare the outstanding principal
      balance hereof immediately due and payable and Maker shall immediately pay
      to
      Holder such amount, with interest accrued but unpaid thereon to the date of
      payment in full at the applicable rate provided herein.

     

    If
      this
      Note is placed in the hands of attorneys for collection after default, or the
      indebtedness represented hereby or any part thereof is collected in bankruptcy,
      receivership or other judicial proceedings, Maker agrees to pay, in addition
      to
      the principal and interest payable hereunder, attorneys’ fees and court and
      other costs of collection incurred by Holder.

     

    Maker
      and
      all endorsers, sureties and guarantors hereof, and other persons liable for
      the
      liabilities of Maker, hereby jointly and severally waive presentment, demand
      for
      payment, notice of dishonor, protest, notice of protest, all other notices
      or
      demands in connection with the delivery, acceptance, performance, default,
      endorsement or guaranty of this Note and the right to trial by jury, and hereby
      consent to any and all extensions of time, renewals, releases of liens, waivers
      or modifications that may be made or granted by Holder with respect hereto.
      No
      delay by Holder in exercising any power or right hereunder shall operate as
      a
      waiver of any power or right, nor shall any single or partial exercise of any
      power or right preclude other or further exercise thereof or the exercise of
      any
      other power or right hereunder or otherwise. No waiver or modification of the
      terms hereof shall be valid unless in writing signed by Holder and then only
      to
      the extent therein set forth.

     

    THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF NEW YORK.

     

    


    
      	
                 

              	
                ARGYLE
                  SECURITY ACQUISITION CORPORATION

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                /s/
                  Bob Marbut

              
	
                 

              	
                 

              	
                Name:
                  Bob Marbut

              
	
                 

              	
                 

              	
                Title:  
                  Co-Chief Executive
                  Officer

              


    

     

    
      
         

      

      
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