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                                                                    EXHIBIT 10.1




                   AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE

      This Amendment No.1 (this "Amendment") dated as of September 6, 2011 to
that certain Secured Promissory Note dated May 9, 2011 (the "Note"), by and
between PASSUR Aerospace, Inc. (the "Company") and G.S. Beckwith Gilbert (the
"Lender").

                              W I T N E S S E T H

      WHEREAS, the Company and the Lender are parties to the Note; and

      WHEREAS, the Company and the Lender desire and consent to amend the Note
as described herein.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged by
all of the parties, the parties hereto agree as follows:

      1. Effective as of the date hereof, the Note is hereby amended as follows:

        A.  The first paragraph of the Note shall be amended and restated in its
            entirety to read as follows:

            "(a) For value received, PASSUR Aerospace, Inc.(formerly MEGADATA
            CORPORATION), a New York corporation (hereinafter referred to as
            "Borrower"), hereby unconditionally PROMISES TO PAY to the order of
            G.S. Beckwith Gilbert ("Lender"), or his permitted assigns, to an
            account designated by Lender, in lawful money of the United States
            of America and in immediately available funds, the principal sum of
            Four million eight hundred fourteen thousand eight hundred eighty
            dollars ($4,814,880) together with interest on the unpaid principal
            amount of this Note. From and after September 6, 2011, interest on
            the Note shall accrue at the annual rate of six percent (6%),
            payable in cash. Interest payments shall be made annually on October
            31 of each year."

        2.  This Amendment shall be construed, performed and enforced in
            accordance with, and governed by, the internal laws of the State of
            New York, without giving effect to the principles of conflicts of
            law thereof.

        3.  Except as otherwise specifically set forth herein, all of the terms
            and provisions of the Note shall remain in full force and effect.







      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed the day and year first set forth above.

PASSUR AEROSPACE, INC.

By:    /s/ Jeffrey P. Devaney
       ----------------------
Name:  Jeffrey. P. Devaney
Title: Chief Financial Officer

LENDER:

By: /s/ G.S. Beckwith Gilbert
    -------------------------
    G.S. Beckwith Gilbert