VERTEL CORP
SECURED PROMISSORY NOTE BETWEEN VERTEL AND DMG LEGACY INTERNATIONAL
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>dex103.txt
<DESCRIPTION>SECURED PROMISSORY NOTE BETWEEN VERTEL AND DMG LEGACY INTERNATIONAL
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR VERTEL CORPORATION SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.

                               VERTEL CORPORATION

                             SECURED PROMISSORY NOTE

U.S. $242,500                                                 New York, New York
                                                                  March 26, 2003

        FOR VALUE RECEIVED, the undersigned, Vertel Corporation, a California
corporation (the "Borrower"), hereby promises to pay to the order of DMG LEGACY
INTERNATIONAL LTD. or any future permitted holder of this promissory note (the
"Lender"), at the principal office of the Lender set forth herein, or at such
other place as the holder may designate in writing to the Borrower, the
principal sum of up to TWO HUNDRED FORTY-TWO THOUSAND FIVE HUNDRED DOLLARS (U.S.
$242,500), or such other amount as may be outstanding hereunder, together with
all accrued but unpaid interest, in such coin or currency of the United States
of America as at the time shall be legal tender for the payment of public and
private debts and in immediately available funds, as provided in this promissory
note (the "Note").

                1.      Principal and Interest Payments.

                        (a)     The Borrower shall repay in full the entire
principal balance then outstanding under this Note on the earlier (the "Maturity
Date") of: (i) September 26, 2003, or (ii) the acceleration of the obligations
as contemplated by this Note. The Maturity Date may be extended as agreed upon
in writing between the parties.

                        (b)     Interest on the outstanding principal balance of
this Note shall accrue at a rate of twelve percent (12%) per annum. Interest on
the outstanding principal balance of the Note shall be computed on the basis of
the actual number of days elapsed and a year of three hundred and sixty (360)
days and shall be payable by the Borrower and shall be payable by the Borrower
in cash in full on the Maturity Date. Furthermore, upon the occurrence of an
Event of Default (as hereinafter defined), then to the extent permitted by law,
the Borrower will pay interest to the Lender, payable on demand, on the
outstanding principal balance of the Note from the date of the Event of Default
until payment in full at the rate of fifteen percent (15%) per annum.

<PAGE>

                2.      Security Agreement. The obligations of the Borrower
hereunder shall be secured by, and the Lender shall be entitled to the rights
and security granted by the Borrower pursuant to, the Security Agreement dated
as of the date hereof by the Borrower for the benefit of the Lender (the
"Security Agreement").

                3.      Payment on Non-Business Days. Whenever any payment to be
made shall be due on a Saturday, Sunday or a public holiday under the laws of
the State of New York, such payment may be due on the next succeeding business
day and such next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.

                4.      Representations and Warranties. To induce the Lender to
make this loan, Borrower hereby represents and warrants to the Lender that at
and as of the date hereof:

                        (a)     The Borrower has been duly incorporated and is
validly existing and in good standing under the laws of the state of California,
with full corporate power and authority to own, lease and operate its properties
and to conduct its business as currently conducted. The Borrower is duly
qualified as a foreign entity to do business and is in good standing in every
jurisdiction in which its ownership of property or the nature of the business
conducted by it makes such qualification necessary and where the failure so to
qualify would have a Material Adverse Effect. "Material Adverse Effect" means
any material adverse effect on the ability of the Borrower to perform its
obligations hereunder or on the business, operations, properties, prospects or
financial condition of the Borrower.

                        (b)     Each of this Note and the Security Agreement has
been duly authorized, validly executed and delivered on behalf of the Borrower
and is a valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms, subject to limitations on enforcement by
general principles of equity and by bankruptcy or other laws affecting the
enforcement of creditors' rights generally, and the Borrower has full power and
authority to execute and deliver this Note and the Security Agreement and to
perform its obligations hereunder and thereunder.

                        (c)     The execution, delivery and performance of this
Note and the Security Agreement will not (i) conflict with or result in a breach
of or a default under any of the terms or provisions of, (A) the Borrower's
articles of incorporation or by-laws, or (B) any material provision of any
indenture, mortgage, deed of trust or other material agreement or instrument to
which the Borrower is a party or by which it or any of its material properties
or assets is bound, (ii) result in a violation of any material provision of any
law, statute, rule, regulation, or any existing applicable decree, judgment or
order by any court, Federal or state regulatory body, administrative agency, or
other governmental body having jurisdiction over the Borrower, or any of its
material properties or assets or (iii) result in the creation or imposition of
any material lien, charge or encumbrance upon any material property or assets of
the Borrower or any of its subsidiaries pursuant to the terms of any agreement
or instrument to which any of them is a party or by which any of them may be
bound or to which any of their property or any of them is subject.

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<PAGE>

                        (d)     No consent, approval or authorization of or
designation, declaration or filing with any governmental authority on the part
of the Borrower is required in connection with the valid execution and delivery
of this Note or the Security Agreement.

All representations and warranties made by Borrower under or in connection with
this Note shall survive the making of this loan and issuance and delivery of
this Note to Lender, notwithstanding any investigation made by Lender or on
Lender's behalf. All statements contained in any certificate or financial
statement delivered by Borrower to Lender under this Note or the Security
Agreement shall constitute representations and warranties made by Borrower
hereunder.

                5.      Covenants of the Borrower. Borrower shall not without
the prior written consent of the Lender (a) change the location of its place of
business or move any of its assets from their present location or initiate any
plan to discuss such and (b) appoint, remove or approve the appointment or
removal of any members to its Board of Directors; provided, however, that in the
case of subsection (b) of this Section 5, such consent shall not be unreasonably
withheld by the Lender.

                6.      Events of Default; Remedies. Upon the occurrence of any
of the following (each, an "Event of Default"):

                        (a)     the Borrower shall fail to make the payment of
any amount of any principal outstanding after the date such payment shall become
due and payable hereunder; or

                        (b)     the Borrower shall fail to make any payment of
interest after the date such interest shall become due and payable hereunder; or

                        (c)     any representation, warranty, covenant or
certification made by the Borrower herein or in the Security Agreement or in any
certificate or financial statement shall prove to have been false or incorrect
or breached in a material respect on the date as of which made; or

                        (d)     the Borrower or any of its subsidiaries shall
(i) default in any payment of any amount or amounts of principal of or interest
on any indebtedness for borrowed money (the "Indebtedness") (other than the
Indebtedness hereunder) the aggregate principal amount of which Indebtedness of
all such persons is in excess of $100,000, whether such Indebtedness now exists
or shall hereinafter be created, and such default entitles the holder thereof to
declare such Indebtedness to be due and payable, and such Indebtedness has not
been discharged in full or such acceleration has not been stayed, rescinded or
annulled within twelve (12) business days of such acceleration, or (ii) default
in the observance or performance of any other agreement or condition relating to
any Indebtedness in excess of $100,000 after the date hereof or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders or beneficiary or
beneficiaries of such Indebtedness to cause with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity; or

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                        (e)     A judgment or order for the payment of money
shall be rendered against the Borrower or any subsidiary in excess of $100,000
in the aggregate (net of any applicable insurance coverage) for all such
judgments or orders against all such persons (treating any deductibles, self
insurance or retention as not so covered) that shall not be discharged, and all
such judgments and orders remain outstanding, and there shall be any period of
thirty (30) consecutive days following entry of the judgment or order in excess
of $100,000 or the judgment or order which causes the aggregate amount described
above to exceed $100,000 during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

                        (f)     the Borrower shall (i) apply for or consent to
the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of its property
or assets, (ii) admit in writing its inability to pay its debts as such debts
become due, (iii) make a general assignment for the benefit of its creditors,
(iv) commence a voluntary case under the U.S. Bankruptcy Code or under the
comparable laws of any jurisdiction (foreign or domestic), (v) file a petition
seeking to take advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement of creditors'
rights generally, (vi) acquiesce in writing to any petition filed against it in
an involuntary case under the U.S. Bankruptcy Code or under the comparable laws
of any jurisdiction (foreign or domestic), or (vii) take any action under the
laws of any jurisdiction (foreign or domestic) analogous to any of the
foregoing; or

                        (g)     a proceeding or case shall be commenced in
respect of the Borrower or any of it's subsidiaries without its application or
consent, in any court of competent jurisdiction, seeking (i) the liquidation,
reorganization, moratorium, dissolution, winding up, or composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets or (iii) similar relief in respect of it under any law providing for the
relief of debtors, and such proceeding or case described in clause (i), (ii) or
(iii) shall continue undismissed, or unstayed and in effect, for a period of
thirty (30) consecutive days or any order for relief shall be entered in an
involuntary case under the U.S. Bankruptcy Code or under the comparable laws of
any jurisdiction (foreign or domestic) against the Borrower or any of its
subsidiaries or action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing shall be taken with respect to the Borrower or
any of its subsidiaries and shall continue undismissed, or unstayed and in
effect for a period of thirty (30) consecutive days; or

                        (h)     The occurrence of any event which has a Material
Adverse Effect.

        THEN, Lender may, at its election and without demand or notice of any
kind, which are hereby waived, declare the unpaid balance of the Note, and
accrued interest thereon, immediately due and payable, proceed to collect the
same, and exercise any and all other rights, powers and remedies given it by
this Note and the Security Agreement or otherwise at law or in equity.

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                7.      Borrower's Prepayment Option. The Borrower may prepay,
at its sole option, all or any portion of the outstanding principal amount of
this Note and the accrued and unpaid interest thereon upon two (2) business days
prior written notice to the Lender (the "Borrower Prepayment Notice") at a cash
price equal to 100% of the sum of the outstanding principal amount and any
interest accrued and outstanding (the "Borrower Prepayment Price"). The Borrower
may not deliver a Borrower Prepayment Notice to the Lender unless the Borrower
has clear and good funds for a minimum of the amount it intends to prepay in a
bank account controlled by the Borrower. The Borrower Prepayment Notice shall
state the date of prepayment (the "Borrower Prepayment Date"), the Borrower
Prepayment Price, the amount of the Note of such Lender to be prepaid, the
amount of accrued and unpaid interest through the Borrower Prepayment Date and
shall call upon the Lender to surrender to the Borrower on the Borrower
Prepayment Date at the place designated in the Borrower Prepayment Notice such
Lender's Note. The Borrower Prepayment Date shall be no more than five (5)
trading days after the date on which the Lender is notified of the Borrower's
intent to prepay the Note (the "Borrower Prepayment Notice Date"). If the
Borrower fails to pay the Borrower Prepayment Price by the sixth (6th) trading
day following the Borrower Prepayment Notice Date, the prepayment will be
declared null and void and the Borrower shall lose its right to deliver a
Borrower Prepayment Notice to the Lender in the future. On or after the Borrower
Prepayment Date, the Lender shall surrender the Notes called for prepayment to
the Borrower at the place designated in the Borrower Prepayment Notice and shall
thereupon be entitled to receive payment of the Borrower Prepayment Price.

                8.      Replacement. Upon receipt of a duly executed, notarized
and unsecured written statement from the Lender with respect to the loss, theft
or destruction of this Note (or any replacement hereof), and without requiring
an indemnity bond or other security, or, in the case of a mutilation of this
Note, upon surrender and cancellation of such Note, the Borrower shall issue a
new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or
mutilated Note.

                9.      Parties in Interest, Transferability. This Note shall be
binding upon the Borrower and its successors and assigns and the terms hereof
shall inure to the benefit of the Lender and its successors and permitted
assigns. This Note may be transferred or sold, subject to the provisions of
Section 11 of this Note, or pledged, hypothecated or otherwise granted as
Security by the Lender.

                10.     Remedies, Characterizations, Other Obligations, Breaches
and Injunctive Relief. Upon an Event of Default, the Lender shall have all the
rights and remedies contained in this Note and the Security Agreement. The
remedies provided in this Note shall be cumulative and in addition to all other
remedies available under this Note or in the Security Agreement, at law or in
equity (including, without limitation, a decree of specific performance and/or
other injunctive relief), and no remedy contained herein shall be deemed a
waiver of compliance with the provisions giving rise to such remedy and nothing
herein shall limit a Lender's right to pursue actual damages for any failure by
the Borrower to comply with the terms of this Note. The Borrower acknowledges
that a breach by it of its obligations hereunder will cause irreparable and

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<PAGE>

material harm to the Lender and that the remedy at law for any such breach may
be inadequate. Therefore the Borrower agrees that, in the event of any such
breach or threatened breach, the Lender shall be entitled, in addition to all
other available rights and remedies, at law or in equity, to seek and obtain
such equitable relief, including but not limited to an injunction restraining
any such breach or threatened breach, without the necessity of showing economic
loss and without any bond or other security being required.

                11.     Compliance with Securities Laws. The Lender of this Note
acknowledges that this Note is being acquired solely for the Lender's own
account and not as a nominee for any other party, and for investment, and that
the Lender shall not offer, sell or otherwise dispose of this Note other than in
compliance with the laws of the United States of America and as guided by the
rules of the Securities and Exchange Commission. This Note and any Note issued
in substitution or replacement therefore shall be stamped or imprinted with a
legend in substantially the following form:

                "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
                SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE
                SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
                REGISTERED UNDER THE SECURITIES ACT AND UNDER
                APPLICABLE STATE SECURITIES LAWS OR VERTEL CORPORATION
                SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
                REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
                ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
                SECURITIES LAWS IS NOT REQUIRED."

                12.     Borrower Waivers. Except as otherwise specifically
provided herein, the Borrower and all others that may become liable for all or
any part of the obligations evidenced by this Note, hereby waive presentment,
demand, notice of nonpayment, protest and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note, and do hereby consent to any number of renewals of extensions of the time
or payment hereof and agree that any such renewals or extensions may be made
without notice to any such persons and without affecting their liability herein
and do further consent to the release of any person liable hereon, all without
affecting the liability of the other persons, firms or Borrower liable for the
payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.

                        (a)     No delay or omission on the part of the Lender
in exercising its rights under this Note, or course of conduct relating hereto,
shall operate as a waiver of such rights or any other right of the Lender, nor
shall any waiver by the Lender of any such right or rights on any one occasion
be deemed a waiver of the same right or rights on any future occasion.

                        (b)     THE BORROWER ACKNOWLEDGES THAT THE TRANSACTION
OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT
ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT

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<PAGE>

TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE LENDER OR
ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

                13.     Governing Law. This Note shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the choice of law provisions. This Note shall not be interpreted or
construed with any presumption against the party causing this Note to be
drafted.

                14.     Notices. Any notices, demands or waivers required or
permitted to be given under the terms of this Note shall be in writing and shall
be sent by certified or registered mail (return receipt requested) or delivered
personally or by courier (including a recognized overnight delivery service) or
by facsimile and shall be effective five (5) days after being placed in the
mail, if mailed, or upon receipt, if delivered personally or by courier, or by
facsimile (if received during normal business hours), in each case to the
address of the party to receive such notice, demand or waiver as set forth
below:

                        If to Borrower:

                                Vertel Corporation
                                21300 Victory Boulevard
                                Suite 700
                                Woodland Hills, CA 91367
                                Attention: President and Chief Executive Officer
                                Fax No.: (818) 598-0104

                        with a copy to:

                                Perkins Coie LLP
                                1620 26th Street, Sixth Floor
                                Santa Monica, CA 90404
                                Attention:  David J. Katz, Esq.
                                Fax No.: (310) 843-1254

                        If to the Lender:

                                DMG Legacy International Ltd.
                                c/o DMG Advisors LLC
                                53 Forest Avenue, 2nd Floor
                                Old Greenwich, CT 06870
                                Attention: Andrew Wilder
                                Fax No.: (203) 967-5851

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                        with a copy to:

                                Jenkens & Gilchrist Parker Chapin LLP
                                The Chrysler Building
                                405 Lexington Avenue
                                New York, New York 10174
                                Attention:  Christopher S. Auguste
                                Tel. No.: (212) 704-6000
                                Fax No.: (212) 704-6288

        Each party shall provide notice to the other party of any change in
address, such notice to become effective upon receipt.

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<PAGE>

        IN WITNESS WHEREOF, the Borrower has executed and delivered this Note as
of the date first written above.

                                VERTEL CORPORATION

                                By: /s/  MARC E. MAASSEN
                                    --------------------------------------------
                                    Name: Marc E. Maassen
                                    Title: President and Chief Executive Officer


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