Exhibit 10.26




TERM NOTE




 




	

  $1,250,000.00


  	

   


  	

   


  	

   


  	

  McLean, Virginia 


  
	

   


  	

   


  	

   


  	

   


  	

  September

      , 2002


  





 




FOR VALUE RECEIVED, ON-SITE

SOURCING, INC., a Delaware corporation (the “Borrower”), having an address at

832 North Henry Street, Alexandria, Virginia 22314, promises to pay to the

order of Wachovia Bank, National Association, a national banking association,

formerly known as First Union National Bank (the “Lender”), the principal sum

of One Million, Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00),

together with interest thereon at the rate or rates hereinafter provided, in

accordance with the following terms:




1.             Interest. 

Commencing as of the date hereof and continuing until repayment in full

of all sums due hereunder, the unpaid principal sum owing hereunder shall bear

interest at a fluctuating annual rate equal to the LIBOR Market Index Rate

(hereinafter defined) in effect from time to time, plus two and one half

percentage points (2.50%).    The LIBOR

Market Index Rate, for any day, is the rate for 1 month U.S. dollar deposits as

reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or

if such day is not a London business day, then the immediately preceding London

business day (or if  not  so 

reported,  then  as determined by Lender from another

recognized source or interbank quotation). 

Absent manifest error, the Lender’s determination of the LIBOR Market

Index Rate for any day shall be conclusive.




The rate of interest that

shall accrue under this Note shall change immediately upon any change in the

LIBOR Market Index Rate.




If the LIBOR Market Index

Rate is discontinued or unavailable, interest on the outstanding principal

balance shall accrue at an annual rate equal to the Prime Rate (hereinafter

defined) plus one-half of one percentage point (0.5 %).




The Prime Rate is a

fluctuating rate announced by the Lender from time to time, in the Lender’s

sole discretion, as the Lender’s Prime Rate. 

Changes in the Prime Rate will be effective, without prior notice, as of

the date any change is announced.  The

Prime Rate is a reference rate only; it is not necessarily the most favorable

rate of interest that the Lender charges to any borrower or class of borrowers.




All interest payable under

the terms of this Note shall be calculated by applying a daily interest rate,

determined by multiplying the outstanding principal balance by the applicable

annual interest rate and dividing the resulting product by 360, to the actual

number of days principal is outstanding.




2.             Payments and Maturity. 

The unpaid principal balance, together with interest thereon at the rate

or rates provided above, shall be payable as follows:




(a)           Principal shall be paid in thirty six

(36) consecutive monthly installments of Thirty Four Thousand Seven Hundred

Twenty Two and 22/100 Dollars ($34,722.22)




 





























 




each,

commencing on November 1, 2002 , and being due on the first day of each month

thereafter.




(b)           Interest shall be due and payable monthly, commencing on

November 1, 2002, and being due on the first day of each month thereafter.




(c)           Unless sooner paid, the unpaid principal balance, together

with all interest accrued and unpaid thereon, and all other amounts owing under

this Note shall be due and payable in full on October 1, 2005 (the “Maturity

Date”).




3.                                       Automatic Debit of Checking Account for Payments in Respect of




Reimbursement

Obligations.  Borrower authorizes Lender to debit its demand deposit account

number 2000003778052 and any other account with Lender designated in writing by

Borrower, beginning November 1, 2002 for any payments due hereunder or under

any other Loan Documents.  Borrower

further certifies that Borrower holds legitimate ownership of this account and

preauthorizes this periodic debit as part of its right under said ownership.




4.             Default Interest.  Upon the occurrence of an Event of Default

(as hereinafter defined), the unpaid principal balance shall bear interest

thereafter, until the Event of Default is cured, at a rate of two percent

(2.0%) per annum in excess of the rate or rates of interest that would

otherwise be in effect under this Note.




5.             Late Charges.  If

the Borrower fails to make any payment under the terms of this Note within ten

(10) days after the date such payment is due, the Borrower shall pay to the

Lender on demand a late charge equal to five percent (5.0%) of such payment.




6.             Application and Place of Payments.  Except as otherwise provided in the Loan

Agreement (hereinafter defined), all payments, made on account of this Note

shall be applied first to the payment of accrued and unpaid interest then due

hereunder, second to the unpaid principal balance and the remainder, if any,

shall be applied to any other amounts which remain owing hereunder.  All payments on account of this Note shall

be paid in lawful money of the United States of America in immediately

available funds during regular business hours of the Lender at its office at

1970 Chain Bridge Road, McLean, Virginia 22102, or at such other times and

places as the Lender may at any time and from time to time designate in writing

to the Borrower.




7.             Loan Agreement.  This Note is the “$1,250,000.00 Term Note”

described in an Amended and Restated Revolving Line of Credit Loan Agreement,

Term Loans Agreement and Security Agreement, dated as of May 30, 2001, by and

between the Borrower and the Lender, as modified by that certain First

Modification of Amended and Restated Revolving Line of Credit Loan Agreement,

Term Loans Agreement and Security Agreement, dated as of July 2, 2001, and as

further modified by that certain Second Modification of Amended and Restated

Revolving Line of Credit Loan Agreement, Term Loans Agreement and Security

Agreement dated as of May 23, 2002, and as further modified by that certain

Third Modification of Amended and




 




 




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Restated Revolving Line of

Credit Loan Agreement, Term Loans Agreement and Security Agreement of even date

herewith (as so amended, the “Loan Agreement”).  The indebtedness evidenced by this Note is included within the

meaning of the term “Debt” as defined in the Loan Agreement.  The term “Loan Documents” as used in this

Note shall have the meaning ascribed to that term in the Loan Agreement.  Capitalized terms used in this Note but not

defined herein have the meanings ascribed to them in the Loan Agreement.




8.             Security.  This Note is secured by the Collateral

described in the Loan Agreement.




9.             Events of Default. 

The occurrence of any one or more of the following events shall

constitute an event of default (individually, an “Event of Default” and

collectively, the “Events of Default”) under the terms of this Note:




(a)           The failure of the Borrower to pay to the Lender when due

any amounts payable under this Note or to fully and timely perform any

obligations under this Note; or




(b)           The occurrence of an event of default under the terms and

conditions of any of the other Loan Documents.




10.           Remedies.  Upon the occurrence of an Event of Default,

at the option of the Lender, all principal, accrued interest and other amounts

payable by the Borrower to the Lender under the terms of this Note shall become

immediately due and payable, and the Lender shall have all of the rights,

powers, and remedies available under the terms of this Note, any of the other

Loan Documents and all applicable laws. 

The Borrower hereby waives presentment, protest and demand, notice of

protest, notice of demand and of dishonor and non-payment of this Note, and

expressly agrees that this Note or any payment hereunder may be extended from

time to time without in any way affecting the liability of the Borrower.




11.           Expenses.  The Borrower promises to pay to the Lender

on demand by the Lender all costs and expenses incurred by the Lender in

connection with the collection and enforcement of this Note, including, without

limitation, all attorneys’ fees and expenses, all court costs and all

arbitration fees and costs.




12.           Notices.  Any notice, request, or demand to or upon

the Borrower or the Lender shall be deemed to have been properly given or made

when delivered in accordance with the Loan Agreement.




13.           Miscellaneous.  Each right, power, and remedy of the Lender

as provided for in this Note or any of the other Loan Documents, or now or

hereafter existing under any applicable law or otherwise shall be cumulative

and concurrent and shall be in addition to every other right, power, or remedy

provided for in this Note or any of the other Loan Documents or now or

hereafter existing under any applicable law, and the exercise or beginning of

the exercise by the Lender of any one or more of such rights, powers, or

remedies shall not preclude the




 




 




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simultaneous or later

exercise by the Lender of any or all such other rights, powers, or remedies. No

failure or delay by the Lender to insist upon the strict performance of any

term, condition, covenant, or agreement of this Note or any of the other Loan

Documents, or to exercise any right, power, or remedy consequent upon a breach

thereof, shall constitute a waiver of any such term, condition, covenant, or

agreement or of any such breach, or preclude the Lender from exercising any

such right, power, or remedy at a later time or times.  By accepting payment after the due date of

any amount payable under the terms of this Note, the Lender shall not be deemed

to waive the right either to require prompt payment when due of all other

amounts payable under the terms of this Note or to declare an Event of Default

for the failure to effect such prompt payment of any such other amount.  No course of dealing or conduct shall be

effective to amend, modify, waive, release, or change any provisions of this

Note.




14.           Partial

Invalidity.  If any term

or provision of this Note or the application thereof to any person or

circumstance shall be invalid or unenforceable to any extent, the remainder of

this Note and the application of such term or provision to persons or

circumstances other than those as to which it is held invalid or unenforceable,

shall not be affected thereby, and each term and provision of this Note shall

be valid and be enforceable to the fullest extent permitted by law.




15.           Captions.  The captions herein set forth are for

convenience only and shall not be deemed to define, limit, or describe the

scope or intent of this Note.




16.           Governing

Law.  The provisions of

this Note shall be construed, interpreted and enforced in accordance with the

laws of the Commonwealth of Virginia (excluding Virginia’s choice of law

rules).




17.           Consent

to Jurisdiction. 

Provisions of the Loan Agreement concerning the Borrower’s consent to

the jurisdiction of state and federal courts sitting in the Commonwealth of

Virginia are incorporated into this Note by reference and shall have the same

force and effect as if fully set forth in this Note.




18.           Waiver

of Trial by Jury. 

Provisions of the Loan Agreement concerning the Borrower’s and Lender’s

mutual waiver of trial by jury in disputes between the Borrower and the Lender

are incorporated into this Note by reference and shall have the same force and

effect as if fully set forth in this Note.




19.           ARBITRATION.  PROVISIONS OF THE LOAN AGREEMENT SPECIFYING

THAT CERTAIN DISPUTES BETWEEN THE BORROWER AND THE LENDER SHALL BE RESOLVED BY

BINDING ARBITRATION ARE INCORPORATED INTO THIS NOTE BY REFERENCE AND SHALL HAVE

THE SAME FORCE AND EFFECT AS IF FULLY SET FORTH IN THIS NOTE.




 




 




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IN WITNESS WHEREOF, the

Borrower has caused this instrument to be executed by duly authorized officer

or officers as of the date first written above.




	

   


  	

  ON-SITE SOURCING, INC., a

  Delaware corporation


  
	

   


  	

  By:


  	

   


  	

  (SEAL)


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

  State of Virginia


  	

   


  	

  )


  
	

  County of 


  	

   


  	

  )To Wit:


  
				





 




Acknowledged before me by

                   

as

                     

of On-Site Sourcing, Inc., this      day of September,

2002.




[SEAL]                                                                                   ___________________________




Notary

Public




My commission

expires:                            




 




 




 




 




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