EXHIBIT
      10.62





THIS
      NOTE
      IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBORDINATION AGREEMENT
      OF
      EVEN DATE HEREWITH BY AND AMONG THE MAKER, THE HOLDER AND OTHERS, AND IS
      SUBORDINATED AS PROVIDED THEREIN. A COPY OF THE SUBORDINATION AGREEMENT IS
      ON
      FILE AT THE OFFICES OF SPECIAL SITUATIONS FUND, L.P., 527 MADISON AVENUE, 26TH
      FLOOR, NEW YORK, NEW YORK 10022.







**2007
      AMENDED AND RESTATED SECURED PROMISSORY NOTE**







$982,243.40
            Irvine, CAJanuary
                1,
                2007


WHEREAS,
      Wireless
      Billing Systems, a California corporation (“Wireless Billing;” “Maker”),
      executed that certain Secured Promissory Note dated May 26, 1999, in the
      principal amount of Two Million Two Hundred Thirty-Eight Thousand Two Hundred
      Forty-Two Dollars ($2,238,242.00) in favor of Corsair Communications, Inc.
      (“Corsair”) (the “Original Note”); and




WHEREAS,
      Wireless Billing executed that certain Note Agreement dated as of January 1,
      2001 (the “Note Agreement”), and that certain Amended and Restated Secured
      Promissory Note on January 1, 2001, in the principal amount of One Million
      Six
      Hundred Ninety-Six Thousand Three Hundred Ninety-Four Dollars and Eighteen
      Cents
      ($1,696,394.18) in favor of Corsair (together, the “January 2001 Amended Note”);
      and




WHEREAS,
      Wireless Billing and Corsair executed a letter agreement dated December 20,
      2001, revising the terms of the January 2001 Amended Note. The January 2001
      Amended Note, as amended by said letter agreement (the “December 2001 Amended
      Note”), amended and restated the Original Note; and




WHEREAS,
      Lightbridge, Inc. (“Holder”) succeeded to the assets and liabilities of Corsair
      by way of merger; and




WHEREAS,
      Maker executed that certain 2002 Amended and Restated Secured Promissory Note
      dated December 27, 2002, in the principal amount of One Million Seven Hundred
      Twenty-Two Thousand Four Hundred Seventeen Dollars ($1,722,417.00) in favor
      of
      Holder (the “2002 Amended Note”), which amended and restated the December 2001
      Amended Note; and




WHEREAS,
      Maker executed that certain 2004 Amended and Restated Secured Promissory Note
      dated March 27, 2004, in the principal amount of One Million Five Hundred Nine
      Thousand Nine Hundred Nineteen Dollars ($1,509,919) in favor of Holder (the
      “2004 Amended Note”), which amended and restated the December 2002 Amended Note;




WHEREAS,
      Maker executed that certain 2005 Amended and Restated Secured Promissory Note
      dated June 30, 2005, in the principal amount of Nine Hundred Eighty Two Thousand
      Two Hundred Forty Three Dollars and Forty Cents ($982,243.40) in favor of Holder
      (the “2005 Amended Note”), which amended and restated the March 2004 Amended
      Note;







WHEREAS,
      Maker executed that certain 2006 Amended and Restated Secured Promissory Note
      dated March 31, 2006, in the principal amount of Nine Hundred Eighty Two
      Thousand Two Hundred Forty Three Dollars and Forty Cents ($982,243.40) in favor
      of Holder (the “2006 Amended Note”), which amended and restated the 2005 Amended
      Note;




WHEREAS,
      the balance of all outstanding principal and accrued but unpaid interest under
      the 2006 Amended Note on the date hereof is $ 982,243.40 and
      the
      2006 Amended Note matures on December 1, 2011; and




WHEREAS,
      Maker and Holder desire to amend and restate the 2006 Amended Note as provided
      herein;




NOW
      THEREFORE:




FOR
      VALUE
      RECEIVED, Maker hereby promises to pay to the order of Holder, at 30 Corporate
      Drive, Burlington, Massachusetts 01803, or at such other place as Holder may
      designate from time to time in writing, in lawful money of the United States
      of
      America and in immediately available funds, the principal amount of Nine
      Hundred Eighty Two Thousand Two Hundred Forty Three Dollars and Forty Cents
      ($982,243.40), together with interest accrued on the unpaid principal amount
      hereof from the date hereof at the rate of eight percent (8%) per annum,
      compounded annually, payable as follows:




(i)  Six
      monthly installments of Six Thousand Five Hundred Forty Eight Dollars and Twenty
      Nine Cents ($6,548.29) each, commencing on January 1, 2007 and ending on June
      1,
      2007 (the “Initial Term”).





(ii)  Maker
      shall pay to Holder all outstanding principal and accrued but unpaid interest
      existing hereunder as of June 1, 2007, in fifty three monthly installments
      of
      Twenty One Thousand Seven Hundred Fifty Dollars ($21,750.00) each, and one
      monthly payment of Nineteen Thousand Seven Hundred Ninety Three Dollars and
      Forty Nine Cents ($19,793.49), each in the amount necessary to cause all
      outstanding principal and accrued and unpaid interest to be repaid in full
      as of
      December 1, 2011 (the “Maturity Date”), commencing on June 1, 2007, and ending
      on the Maturity Date.


Upon
      payment
      in full of the outstanding principal and all accrued but unpaid interest
      thereon, this 2007 Amended and Restated Secured Promissory Note (“2007 Amended
      Note”) shall be surrendered to Maker for cancellation.







Except
      as
      otherwise set forth herein, all payments on this 2007 Amended Note shall be
      applied first against accrued and unpaid interest and then against the
      outstanding principal. Maker shall have the right to prepay all or any portion
      of the principal obligation hereunder without penalty at any time or from time
      to time.




Maker
      hereby waives presentment, demand for payment, notice, protest and all other
      demands and notices in connection with the delivery, acceptance, performance,
      default or enforcement of this 2007 Amended Note. Maker hereby promises to
      pay
      on demand all reasonable legal fees and other costs and expenses paid or
      incurred by Holder in enforcing or collecting this 2007 Amended
      Note.




The
      occurrence of any of the following events is an “Event of Default”
hereunder:




(a)
            Maker
                fails to pay when due any payments under this 2007 Amended Note,
                which
                failure remains unremedied for five (5) business days following Maker’s
                receipt of written notice from Holder of any such
                non-payment(s).




(b)
            Without
                the application or consent of Maker (i) a receiver, trustee, custodian
                or
                similar officer is appointed for Maker or for any substantial part
                of
                Maker’s property, or (ii) any bankruptcy, insolvency, reorganization or
                liquidation proceedings or other proceedings for relief under any
                bankruptcy law or any law for the relief of debtors under the laws
                of any
                jurisdiction is instituted (by petition, application, or otherwise)
                against Maker and such appointment or proceedings remains unstayed
                or
                undismissed for a period of ninety (90)
                days.




(c)
            In
                a transaction or a series of related transactions, (i) the sale of
                all or
                substantially all of the assets of Maker, or (ii) any merger,
                consolidation, reorganization or recapitalization of Maker;provided,however,
                that such a merger, consolidation, reorganization or recapitalization
                of
                Maker (A) whereby Primal Solutions, Inc. (“Primal”), a Delaware
                corporation, continues to own 66 2/3% or more of the voting power
                in the
                surviving company following such transaction or transactions and
                the
                tangible net worth (as determined in accordance with generally accepted
                accounting principles consistently applied) of Maker following such
                transaction or transactions is not less than the tangible net worth
                of
                Maker immediately prior to such transaction or transactions, or (B)
                with
                and into Primal shall not be deemed to be an Event of Default.




(d)
            Any
                sale of the then outstanding common stock of Maker that results in
                Primal
                holding less than a 66 2/3% equity or voting interest in Maker.




(e)
            Maker
                (i) admits in writing Maker’s inability to pay Maker’s debts when due,
                (ii) makes an assignment for the benefit of creditors, (iii) applies
                for
                or consents to the appointment of any receiver, trustee, custodian
                or
                similar officer for Maker or for any substantial part of Maker’s property,
                or (iv) institutes (by petition, application, or otherwise) or consents
                to
                any bankruptcy, insolvency, reorganization or liquidation proceedings
                or
                other proceedings from relief under any bankruptcy law or any law
                for the
                relief of debtors under the laws of any jurisdiction against
                Maker.




Upon
      the
      occurrence of any Event of Default, all obligations hereunder shall become
      immediately due and payable.




In
      case
      any Event of Default shall have occurred, Holder may proceed to protect and
      enforce its rights hereunder by suit in equity, action at law or any other
      appropriate proceeding.




Neither
      any course of dealing by Holder nor any failure or delay by Holder to exercise
      any right, power or privilege hereunder shall operate as a waiver hereunder,
      and
      any single or partial exercise of any such right, power or privilege shall
      not
      preclude any later exercise thereof or any exercise of any other right, power
      or
      privilege hereunder. No covenant, obligation or other provision hereof may
      be
      waived by Holder and no consent contemplated hereby may be given by Holder
      other
      than in a writing signed by Holder explicitly waiving such covenant, obligation
      or provision or giving such consent. If at any time any applicable usury law
      would ever render usurious any amounts called for hereunder, then it is Holder’s
      and Maker’s express intention that Maker shall not be required to pay interest
      on this 2007 Amended Note at a rate in excess of the maximum lawful rate, that
      the provisions of this paragraph shall control over all other provisions of
      this
      2007 Amended Note which may be in apparent conflict hereunder, that such excess
      amount shall be immediately credited on the principal balance of this 2007
      Amended Note (or, if this 2007 Amended Note has been fully paid, refunded by
      Holder to Maker), and the provisions hereof shall be immediately reformed and
      the amounts thereafter collectible under this 2007 Amended Note reduced, without
      the necessity of the execution of any further documents, so as to comply with
      the then-applicable law, but so as to permit the recovery of the fullest amount
      otherwise called for hereunder. Any such crediting or refund shall not cure
      or
      waive any default by Maker under this 2007 Amended Note. If at any time
      following any reduction in the interest rate payable by Maker there remains
      unpaid any principal amount under this 2007 Amended Note and the maximum
      interest rate allowed by applicable law is increased or eliminated, then the
      interest rate payable under this 2007 Amended Note shall be readjusted, to
      the
      extent not prohibited by applicable law, so that the total dollar amount of
      interest payable hereunder shall be equal to the dollar amount of interest
      which
      would have been paid by Maker without giving effect to the reduction in interest
      resulting from compliance with applicable usury laws.




This
      2007
      Amended Note amends and restates (and does not constitute an extinguishment
      or
      novation of) the Original Note, the December 2001 Amended Note, the 2002 Amended
      Note, the 2004 Amended Note, and the 2005 Amended Note, copies of which are
      attached hereto as Exhibits A, B, C, D, and E respectively, and each of which
      is
      hereby acknowledged by Maker as a true, correct, and complete copy of the
      original. This 2007 Amended Note amends and restates the Original Note, the
      December 2001 Amended Note, the 2002 Amended Note, the 2004 Amended Note, and
      the 2005 Amended Note and does not evidence or effect a refinancing of all
      or
      any portion of the indebtedness evidenced thereby, a release or relinquishment
      of the priority of the security interest of Holder in any assets (real and
      personal) of Maker, including without limitation pursuant to the Security
      Agreement (as hereinafter defined).




This
      2007
      Amended Note may not be changed, modified, amended or terminated except in
      a
      writing signed by Maker and Holder. The covenants and agreements contained
      in
      this 2007 Amended Note shall bind Maker, and the rights hereunder shall inure
      to
      the benefit of the respective successors and assigns of Holder. This 2007
      Amended Note shall not be transferred or assigned to any third party,
      except:




(1)
      By
      Holder upon the prior written consent of Maker, which consent shall not be
      unreasonably withheld;







(2)
      By
      Holder pursuant to (i) the sale of more than 33 1/3% of the then outstanding
      common stock of Holder, (ii) the sale of all or substantially all of the assets
      of Holder, or (iii) any merger, consolidation, reorganization or
      recapitalization of Holder, exclusive of any merger, consolidation,
      reorganization or recapitalization whereby stockholders prior to such
      transactions continue to own more than 66 2/3% of the voting power in the
      surviving company following such transactions; and




(3)
      By
      Holder to any of its affiliates;




Provided , however ,
      in no
      event shall Holder transfer or assign this 2007 Amended Note to any person
      or
      entity engaging
      in any business which is or may be competitive with the business of Maker or
      any
      of its affiliates .
      For the
      purposes hereof, the “business of Maker or any its affiliates” shall mean (i) the
      development, licensing, rental, marketing or selling of software that performs
      mediation, rating or billing functions for communication service providers,
      and (ii)
      upon Maker’s written notice to Holder, such other business(es) as Maker or any
      of its affiliates may engage in from time to time. In the event that Holder
      transfers or assigns this 2007 Amended Note pursuant to paragraphs (2) or (3)
      above, Holder shall provide Maker with prompt written notice of such transfer
      or
      assignment.




This
      2007
      Amended Note shall be governed by, interpreted under, and construed and enforced
      in accordance with, the laws of the State of California.




The
      indebtedness evidenced by this 2007 Amended Note is secured by and pursuant
      to
      that certain Security Agreement, dated as of May 26, 1999, between Wireless
      Billing and Corsair (the “Security Agreement”).








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      REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]







IN
      WITNESS WHEREOF, the undersigned have executed this 2007 Amended Note as an
      instrument under seal as of the date first set forth above.




**“MAKER:”**WIRELESS
                  BILLING SYSTEMSBy:
              /s/
                Joseph R. SimrellJoseph R. SimrellChief Executive Officer, Chairman
  
 **“HOLDER:”**LIGHTBRIDGE,
                  INC.By:
              /s/
                Timothy C. O'BrienTimothy C. O’BrienChief Financial Officer