EX-10.5 3 file3.htm AMENDED AND RESTATED PROMISSORY NOTE


                                 EXHIBITS 10.5

                      AMENDED AND RESTATED PROMISSORY NOTE

$87,500


Vector Intersect Security Acquisition Corp. (the "Maker") promises to pay to the
order of Isaac Applbaum (the "Payee") the principal sum of Eighty Seven Thousand
Five Hundred Dollars ($87,500) 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 outstanding under this Note shall be
payable no later than the first anniversary of the initial public offering (the
"IPO") of the Maker, provided that if the IPO does not take place by November
30, 2007, such principal balance shall be payable no later than December 31,
2007.

     2. Interest. Interest shall accrue at the rate of 4% annually
(non-compounded) on the unpaid principal balance of this Note from the date
hereof until it is repaid in full. In the absence of an Event of Default
hereunder, all such interest shall be paid not later than the date on which the
principal balance hereunder is due in accordance with paragraph 1 above.

     3. Repayment/Application of Payments. This Note may be voluntarily repaid
at any time without premium or penalty. All payments under this Note 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 but unpaid 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.

     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:

Vector Intersect Security Acquisition Corp.
65 Challenger Road
Ridgefield Park, NJ 07660
Attn.:  Yaron Eitan

If to Payee:

Isaac Applbaum
P.O. Box P
San Rafael, California 94913

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.

     11. Amendment and Restatement. This Note amends and restates in its
entirety (and is given is substitution for but not in satisfaction of) that
certain Note dated as of August 8, 2005 executed by Maker in favor of Payee in
the original principal amount of $87,500 (the "Prior Note"). This Note does not
effect a refinancing of all or any portion of the obligations heretofore
evidenced by the Prior Note, it being the intention of the Maker and the Payee
to avoid effectuating a novation of such obligations.

     IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused
this Note to be duly executed by its Executive Vice President and Secretary as
of August 7, 2006 and effective as of August 8, 2005


                                            VECTOR INTERSECT SECURITY
                                            ACQUISITION CORP.



                                            By: /s/ Amit Avnet
                                                ---------------------
                                            Name: Amit Avnet
                                            Title: Executive Vice President and
                                            Secretary