Exhibit 10.12
 LOAN AGREEMENT
  WHEREAS
 WHEREAS
 NOW THEREFORE
 1.
    
    Amount and Terms of Loan.
 1.1
    
    The Loan. The Loan hereunder shall mean the loan by the Lender to
the Borrower in the principal amount of One Hundred Thousand Dollars ($100,000.00).1.2
    
    The Note. The Loan shall be evidenced by a promissory note which
note shall be executed by the Borrower as of the Effective Date. Every term contained
in the Note shall be deemed incorporated into this Agreement. To the extent any
provision of the Note shall be deemed to be inconsistent with the provisions of this
Agreement however, the provisions of this Agreement shall control.1.3
    
    Security. As a condition to the Loan, the loan proceeds shall be
secured by a lien against Horne Engineering Services, LLC Contract No. 3495
CCE-ACA/REO (Pledged Security).1.4
    
    Interest. The outstanding principal balance of the Loan and any
other obligations arising under this Agreement shall bear interest at the rate of 8.5%
per annum. Interest on the Loan shall be calculated on the basis of a 360 day year
and the actual number of days elapsed.1.5
    
    Loan Fee. Borrower shall pay to Lender, immediately upon receipt of
the settlement funds referenced in paragraph 1.3 above, a Loan Fee in the amount of
One Thousand Dollars ($1,000.00). Payment of the Loan Fee shall not reduce but shall
be in addition to the principal and interest which shall be due and payable to the
Lender by the Borrower.1.6
    
    Repayment of Principal. Except as otherwise provided in this
Agreement, repayment of principal shall be due and payable as follows:
 1.6.1
    
    Immediately upon receipt of payment by the United States for Horne
Engineering Services, LLC Contract No. 3495 CCE-ACA/REO or on July 31, 2009,
whichever shall occur first.




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1.6.2
    
    The Borrower may prepay any part or all of the Loan, including
interest, without penalty or premium at any time.
 1.7
    
    Acceleration. Notwithstanding anything set forth in this Section 1,
immediately upon the occurrence of any Event of Default and during any continuance
thereof, the Lender may declare the Loan, all interest thereon and all other amounts
and obligations payable to be forthwith due and payable to the Lender or may take any
other action as provided herein.
 2.
    
    Representations and Warranties of Borrower. The Borrower represents and warrants to
Lender as follows:
 2.1
    
    Authority. The Borrower has the requisite legal capacity to own its
assets, to borrow money, to execute, deliver and perform each of the Loan Documents to
which it is a party and all other documents, certificates and instruments delivered in
connection therewith, and to effect and carry out the transactions contemplated herein
and therein. Each Loan Document has been duly authorized and, when executed and
delivered, will be a valid and legally binding instrument enforceable against Borrower
in accordance with its terms. The execution and delivery of the Loan Documents and
the consummation of the transactions contemplated thereby will not violate (i) any
law, order, rule or regulation or determination of an arbitrator, court, or other
governmental agency, applicable upon the Borrower or any of the Borrowers property or
as to which the Borrower or any of the Borrowers property is subject, or (ii) any
provision of any agreement, instrument, or undertaking to which the Borrower is a
party or by which the Borrower or any of the Borrowers property is bound and will not
result in the creation or imposition of any lien upon any of the property of the
Borrower other than those in favor of the Lender pursuant to the Loan Documents. No
consents, approvals or other authorizations or notices, other than those which have
been obtained and are in full force and effect, are required in connection with the
execution and delivery of the Loan Documents and the performance of any obligations
contemplated thereby.2.2
    
    Pledged Security Ownership. The Borrower is the owner of, or has
contractual or other rights to the pledged security subject to no pledge, lien,
mortgage, security interest, charge, option, or other encumbrance whatsoever, except
those which have been previously disclosed to the Lender by and through a lien or
interest property recorded in the state in which the pledged security is located. The
pledge and grant of the Pledged Security by the Borrower pursuant to this Agreement
creates a valid and perfected security interest in the Pledged Security in favor of
the Lender. The Borrower is not subject to any contractual obligation restricting or
limiting the ability of the Borrower to pledge the Pledged Security pursuant to the
Pledge Agreement.2.3
    
    Litigation. There are no actions, suits, proceedings or governmental
investigations or inquiries pending, or to the best knowledge of the Borrower,
threatened against the Borrower or the Lender that could, if adversely determined,
have a material adverse effect on the performance of any obligation contemplated in or
arising under the Loan Documents.




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2.4
    
    No Defaults.
 2.4.1
    
    The Borrower is not a party to any contractual obligation the
compliance with which would have a material adverse effort or the performance of
which, either unconditionally or upon the happening of an event, will result in
the creation of a lien other than a lien granted pursuant to a Loan Document
created in accordance with this Agreement on the property or assets of the
Borrower.
 2.4.2
    
    The Borrower is not in default under or with respect to any
contractual obligation owed by the Borrower and, to the knowledge of the Borrower
no other party is in default under or with respect to any contractual obligation
owed to the Borrower, other than those defaults which in the aggregate shall have
no material adverse effect on the Borrower, the Pledged Security or other property
and assets of the Borrower, or the Lender.
 3.
    
    Covenants of the Borrower.
 3.1
    
    The Borrower covenants and agrees that until full and complete performance by
the Borrower of all obligations arising under the Loan and the Loan Documents, the
Borrower shall:a.
    
    Cooperate with the Lender and execute such further instruments and documents
as the Lender shall reasonably request to carry out to its satisfaction the
transactions contemplated by the Loan Documents;b.
    
    As soon as possible and in any event within two (2) business days after
acquiring knowledge thereof notify the Lender in writing of the occurrence of any
Default or Event of Default on this or any other obligation of the Borrower;c.
    
    Cause to be promptly delivered to the Lender copies of all written notices,
and notice of any oral notices, received by the Borrower with respect to the Pledged
Security;d.
    
    Promptly provide the Lender with such other information respecting condition
or operations, financial or otherwise, of the Borrower as the Lender may from time to
time reasonably request.3.2
    
    The Borrower covenants and agrees that until full and complete performance by
the Borrower of all obligations arising under the Loan and the Loan Documents have
been satisfied by the Borrower, the Borrower shall not:a.
    
    Sell, assign, transfer, exchange or otherwise dispose of, or grant any option
with respect to the Pledged Security, nor create, incur, or permit to exist any
pledge, lien, mortgage, security interest, charge, option, or any other encumbrances
with respect to any of the Pledged Security or interest therein, or any proceeds
thereof, except for the liens and security interests which have been properly recorded
either as a result of this Agreement and Loan Documents or which has been previously
properly recorded as of the Effective Date;b.
    
    Sell or transfer shares of Borrower which may adversely affect the ability of
the Lender to sell or dispose of the Pledged Security in accordance with the terms of
this Agreement and the Loan Documents.




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3.3
    
    Compliance with the Law. The Borrower shall comply in all material
respects with all requirements of law, contractual obligations, commitments,
instruments, licenses, permits and franchises.3.4
    
    Payment of Taxes. The Borrower shall pay and discharge, before the
same shall become delinquent, all lawful governmental claims, taxes, assessments,
charges and levies.3.5
    
    Indebtedness. The Borrower shall not create or suffer to exist any
indebtedness except:a.
    
    The Loan;b.
    
    Current liabilities in respect of taxes, assessments and governmental charges
or levies incurred; andc.
    
    Indebtedness existing on the Effective Date; andd.
    
    Indebtedness not exceeding Five Hundred Thousand Dollars ($500,000.00) in the
aggregate.
 7.
    
    Events of Default.
 7.1
    
    Each of the following shall constitute an Event of Default:a.
    
    The Borrower shall fail to make any payment of principal or interest on the
Loan or other amounts due under the Loan Documents on the date which such payment is
due;b.
    
    The Borrower shall fail to perform any term, covenant or agreement contains
herein or the Borrower shall fail to perform any other term, covenant or agreement
contained herein or in any Loan Document and such failure shall continue for fifteen
(15) days after notice to the Borrower by the Lender;c.
    
    Any representation or warranty of the Borrower in any Loan Document shall
prove to have been false in any material respect upon the date when made;d.
    
    The Borrower shall (i) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee or liquidator; (ii) be
generally unable to pay the Borrowers debts as such debts become due; (iii) make a
general assignment for the benefit of Borrowers creditors; (iv) commence a voluntary
case under the United States Bankruptcy code; (v) file a petition seeking to take
advantage of any other law of any jurisdiction relating to bankruptcy, insolvency or
composition or readjustment of debts; (vi) a proceeding or case shall be commenced,
without the application or consent of the Borrower, in any court seeking the
liquidation of the Borrowers assets, or the composition or readjustment of the
Borrowers debts, the appointment of a trustee, receiver, custodian, liquidator or the
like, or any similar relief in respect of the Borrowers under any law of any
jurisdiction;e.
    
    Any provision of the Pledge Agreement shall for any reason cease to be valid
and binding on the Borrower or the Borrower shall so state in writing; or the Pledge
Agreement shall for any reason cease to create a valid lien on the Pledged Security
purported to be covered thereby.7.2
    
    Remedies Upon Default. Immediately upon the occurrence of any Event of
Default and during the continuance thereof, the Lender may declare the Loan, all
interest hereon and all other amounts and obligations payable under any Loan Document
to be forthwith due and payable, without presentment,




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demand, protest or further notice of any kind, all of which are expressly waived by
the Borrower.
 8.
    
    Miscellaneous.
 8.1
    
    Expenses. Whether or not an advances are made pursuant to the Loan,
the Lender agrees to pay all costs and expenses in connection with the preparation,
delivery, administration and enforcement of the Loan and the perfection and
continuation of the security interest in the Pledged Security.8.2
    
    Governing Law. This Agreement and all other Loan Documents are
contracts under the laws of the Commonwealth of Virginia and shall for all purposes be
governed by and construed in accordance with the laws of the Commonwealth of Virginia
without regard to its principals of conflicts of laws. The Borrower and the Lender
hereby submit to the jurisdiction of the Circuit Court for Fairfax County, Virginia for
the purposes of all legal proceedings arising out of or relating to this Agreement or
the transactions contemplated hereby.8.3
    
    Waivers. No course of dealing between any of the Borrower and the
Lender, nor any failure to exercise, nor any delay in exercising, any right, power or
privilege of the Lender hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege hereunder preclude any
other or further exercise or the exercise of any other right, power or privilege.8.4
    
    Severability. The provisions of this Agreement are severable. If any
clause or provision hereof shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only such
clause or provision or part thereof in such jurisdiction and shall not in any manner
affect such clause or provision in any other jurisdiction or any other clause or
provision in this Agreement in any jurisdiction.8.5
    
    Notices. All notices and other communications made or required to be
given pursuant to the Loan Documents shall be in writing and shall be deemed given if
delivered personally or by facsimile transmission (with confirmation of receipt), or
delivered by overnight courier service, or mailed by registered or certified mail,
postage prepaid to the parties at the address stated above in this Agreement.8.6
    
    Successors and Assigns. This Agreement shall inure to the benefit of
and shall be binding upon the successors and assignes of the parties hereto; provided,
however, that the Borrower may not assign any rights or obligations hereunder without
the written consent of the Lender.8.7
    
    Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which shall constitute one document.8.8
    
    Termination. This Agreement shall terminate upon irrevocable payment
in cash in full of all obligations secured hereby, at which time the Lender will
deliver or release all of the Pledged Security being held hereunder to the Borrower.




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8.9
    
    Prior Agreements. This Agreement supersedes all prior Loan Agreements
and other agreements, written or oral, pertaining to the subject matter herein.
 IN WITNESS WHEREOF
 BORROWER:
    
    LENDER:Signature
    
    SignaturePrinted Name and Title
    
    Printed
NameDate
    
    Date