Note

Contract

by Cyber Defense Systems Inc
February 23rd, 2005

EXHIBIT 10.11(b) RE-STATED PROMISSORY NOTE DUE NOVEMBER 30, 2005 ORIGINAL ISSUE DATE: MARCH 13, 2004 Form Of Corporate Promissory Note $100,000.00 Tulsa, OK February 1, 2004 Re-Statement THIS RE-STATED NOTE is the duly authorized Note of On Alert Systems, Inc., designated as its Re-Stated Promissory Note, in the principal amount of One Hundred Thousand and 00/100 Dollars ($100,000.00), and it re-states that certain Promissory Note originally in the principal amount of $100,000.00 made to Proxity Digital Networks, Inc. (k/n/a Proxity, Inc.) and originally due November 30, 2204 (the OOriginal Promissory NoteO). Promise to Pay FOR VALUE RECEIVED, on or before on or before November 30, 2005 (the OMaturity DateO), On Alert Systems, Inc. (the OMakerO), promises to pay to the order of Proxity, Inc. or to the order of their authorized successors and permitted assigns [the OHolder(s)O], the principal sum of $100,000.00, together with interest at the rate of 12 % per annum on the then outstanding unpaid principal balance. In the event of any default under this Note, the unpaid principal balance and all accrued and unpaid interest thereon shall become immediately due and payable without notice or presentment, and the unpaid principal balance shall bear interest thereafter the rate of 18 % per annum on the then outstanding unpaid principal balance. Prepayment - in Cash Only Prepayment may be made at anytime in whole or in part without penalty only in lawful currency of the United States of America. Each such payment shall be credited first to accrued and unpaid interest, and the remainder to the principal amount then outstanding. Limited Negotiability This Note is of limited negotiability. The Maker may not assign its obligations under this Note without the prior written consent of the Holder, which consent may be withheld in the Holder's sole discretion. The Holder may not negotiate this Note without the prior written consent of the Maker, which consent may be withheld in the Maker's sole discretion. Any attempted assignment or negotiation hereof except as provided for herein shall be null and void and of no force and effect against the person attempting to assign or negotiate this Note. Exchanges of Debt for Equity by the Holder The Holder of this Note is entitled, at its option, at any time immediately following execution of this Note, to exchange the debt represented by this Note (an OIssuer's Debt SecurityO). The Holder may exchange any of the amount over $100,000.00 of the principal face amount of this Note then outstanding (the OExchangeable DebtO) into shares of the Maker's Common Stock, $.001 Par Value per share, of the Maker (OEquity SecuritiesO or the OCommon StockO) by serving upon the Maker at the Maker's address as is set forth in the Exchange Agreement a Notice of Exchange in the form as is set forth in Schedule A attached hereto. 1 The number of Equity Securities to be received by the Holder pursuant to a given Notice of Exchange (the OExchanged SharesO) shall be determined by dividing the dollar amount of the Exchangeable Debt by $.0593 a share. Within 5 business days of receipt of the Notice of Exchange, the Maker shall deliver to the Buyer, or to an account designated by Buyer in the Notice of Exchange, certificates representing the Exchanged Shares. The Exchanged Shares shall be restricted, and the certificates representing the Exchanged Shares shall bear a Restrictive Legend. No interest shall be paid on, or with respect to, principal balances which are reduced by Exchanges. Form of Example to Avoid Future Misunderstandings As set forth above, the Maker is indebted to the Holder in the principal amount of $100,000.00. If the Holder wished to exchange debt in the amount of $100,000.00 for equity of On Alert Systems, Inc. on any day prior to the due date, the price would be $.0593 and the Holder would be entitled to receive 1,668,340 shares of On Alert Systems, Inc. Common Stock, as follows: 1. The current valuation is .0593 a share. 2. $100,000 divided by 0.0593 is 1,686,340. 4. Upon receipt of the 1,686,340 shares of Common Stock, the principal balance would be reduced by $100,000.00, and the unpaid principal balance of the Note would now be $0.00. Miscellaneous In case any provision of this Note is held by a tribunal of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. The Maker waives presentment, protest and notice of dishonor. No failure or delay by the Holder in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercises thereof or the exercise of any other right. The Holder may extend the time of payment of this Note, postpone the enforcement hereof, grant any other indulgences without affecting or diminishing the Holder's right of recourse against the Maker, which right is hereby expressly reserved. THE MAKER: On Alert Systems, Inc. By:/s/ William Robinson ----------------------------- William C. Robinson, CEO 2 HOLDER'S CONSENT The Holder, Proxity Digital Networks, Inc. (n/k/a Proxity, Inc.) of that certain Promissory Note originally in the principal amount of $100,000.00 made to Proxity Digital Networks, Inc. and originally due November 30, 2204 (the OOriginal Promissory NoteO), hereby consents to the Re-Statement and Extention of the Term of the Original Promissory Note, and consents to an extension of the Maturity Date from November 25, 2004, to November 30, 2005. THE HOLDER: Probity, Inc. By:/s/ William Robinson ----------------------------- William C. Robinson, CEO THE REMAINDER OF THIS PAGE WAS LEFT BLANK DELIBERATELY. 3 SCHEDULE A Lender's Notice Of Exchange As of the date written below, in satisfaction of debt owed by On Alert Systems, Inc. to the Undersigned, the Undersigned hereby irrevocably elects to exchange evidence of debt of On Alert Systems, Inc. having a value of $ _________. 00 into ____________Shares of Common Stock, .001 Par Value per share, of On Alert Systems, Inc. according to the conditions set forth in above in the Note. If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto. Date of Exchange________________________________________________ Applicable Exchange Price $.0593 Signature__________________________________________________________ Proxity Digital Networks, Inc., William C. Robinson, CEO Address: 1600 Canal Street, Suite 1418, New Orleans, LA 70112 SSN or EIN: Shares are to be registered in the following name: Name: Proxity Digital Networks, Inc. Address: 1600 Canal Street, Suite 1418, New Orleans, LA 70112 Tel: 504-524-5425 Fax: 504-524-5424 SSN or EIN: Shares are to be sent or delivered to the following account: Account Name: ------------------------------------------------------------------- Address: ------------------------------------------------------------------------ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 4