CONFESSED JUDGMENT PROMISSORY NOTE
WITH SECURITY


 


	US$ 100,000.00	October 22, 2012


 


FOR VALUE RECEIVED, the undersigned, Innolog
Holdings Corporation, a Nevada Corporation and a foreign corporation doing business in Virginia, and Innovative Logistics Techniques,
Inc., a Virginia corporation (“Innolog”), with principal executive offices are located at 4000 Legato Road, Suite 830,
Fairfax, Virginia 22033, telephone number is (703) 766-1412, fax number is (703) 766-1425 (together, the “Makers”),
promises to pay to Evan Gappelberg and/or Atlas Advisers, LLC (the “Payee”), and Guarantor, Dr. Ian Reynolds (“Guarantor”)
guarantees such performance, at such place as the Payee may later designate in writing, in lawful money of the United States, the
principal sum of ONE HUNDRED THOUSAND & 00/100 United States Dollars ($100,000.00) (the “Principal Amount” as further
defined herein) in accordance with this secured Promissory Note (the “Note”) under the terms set forth herein.


 


1.    Principal
Amount:


 


The Principal Amount is ONE HUNDRED THOUSAND
& 00/100 DOLLARS ($100,000.00) (“Principal Amount”).


 


2.    Maturity
Date/Pre-payment: 


 


The maturity date (“Maturity Date”)
is fifteen (15) business days after receipt by Maker of the Principal Amount. The Makers and Guarantor shall have the right to
prepay at any time and from time to time, in advance of the respective Maturity Date, without premium or penalty (but the entire
Fee shall be due and payable), all or part of the then outstanding Principal Amount and other amounts due and owing. Each payment
shall be applied first to the principal balance due. The Maturity Date may be extended with the approval of all parties.


 


3.    Rate
of Interest/Fee:


 


Makers shall pay to Payee a flat fee (“Fee”)
of TEN THOUSAND & 00/100 DOLLARS ($10,000.00), due and payable on or before the Maturity Date.


 


4.    Additional
Compensation:


 


In addition, Maker shall issue to Holder
or Holder’s designee 100,000 Warrants, convertible into common stock of Innolog Holdings Corporation, a Nevada corporation
(“IHC”), at an exercise price of $0.01 per share for five years from the date hereof, with such other terms that are
substantially the same as other similar warrants.


 


5.    Late
Fee/ Extension:


 


If this Note is not paid in full within
one (1) business days of the Maturity Date, a late fee (“Late Fee”) of TEN THOUSAND & 00/100 DOLLARS ($10,000.00)
shall be due and owing and paid at the time the Note is extended, in which case, Makers and Guarantor shall have an additional
ten (10) business days from such date in which to pay the total amount owed.


 


6.    Security
Interest


 


Makers shall grant to Payee a security
interest in the specific monthly accounts receivable of Makers or Innolog as listed below:


 




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	N0017-08-C-20423	3018	ODCSLOG	NAVY	10/12


 


October billing (the “Collateral”). Makers and Guarantor
shall execute and promptly deliver such documents and instruments as Payee may request from time to time to secure, evidence and
perfect Payee's security interest and relative priority in the Collateral.


 


In addition,
this Note is being secured by a personal guarantee of Dr. Ian Reynolds, whose address is as follows: 450 Medical Center Drive,
Suite 206, Webster, TX 77598.


 


7.  Events of Default


 


The following shall constitute Events of
Default hereunder:


 


(a)          If
Makers and Guarantor default in the payment of any amount due on this Note when due or defaults by failing to perform any of the
other terms and conditions of the Note; and


 


(b)          If
Makers and Guarantor shall (i) make a general assignment for the benefit of creditors, or (ii) apply for or consent to the appointment
of a receiver, trustee or liquidator for itself or all or a substantial part of its assets, or (iii) be adjudicated a bankrupt
or insolvent, or (iv) file a voluntary petition in bankruptcy or file a petition or an answer seeking reorganization or an arrangement
with creditors or seeking to take advantage of any other law (whether Federal or state) relating to relief of debtors, or admit
(by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of debtors, or (v) suffer or permit to continue unstayed
and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that
approves an involuntary petition seeking reorganization of Makers and/or Guarantor, or appoints, pursuant to such a petition, a
receiver, trustee or liquidator for it or all or a substantial part of its assets.


 


8.  Remedies


 


(a)          Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute discretion and without notice or demand to Makers
and Guarantor, declare the entire amount of principal and flat fees thereon remaining outstanding hereunder immediately due and
payable, whereupon, the same shall forthwith become and be due and payable without any presentment, demand or notice of any kind,
all of which are expressly waived by Makers and Guarantor.


 


(b)          Upon
an event of default, all principal amounts outstanding shall bear interest at the default interest rate of eighteen percent (18%)
per annum until paid in full, which shall be in addition to any Late Fees owed.


 


9.  Miscellaneous


 


(a)          This
Note shall be deemed to be made and entered into under the laws of the Commonwealth of Virginia and jurisdiction shall be proper
in a court of competent jurisdiction in Fairfax County, Virginia. The Note shall be construed and enforced in accordance with the
laws of the Commonwealth of Virginia, but not with respect to the law of conflicts.


 




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(b)          This
Note shall be binding upon Makers and Guarantor, as guarantor, and Makers’ and Guarantor’s successors and assigns and
shall inure to the benefit of Payee and Payee's successors and assigns; and each reference herein to Makers and Guarantor or to
Payee shall, except where the context shall otherwise require, be deemed to include its respective successors and assigns. Notwithstanding
the foregoing, Makers and Guarantor shall not have any right to assign his obligations hereunder without Payee's prior written
consent and Payee may not assign its interests hereunder without Makers’ and Guarantor’s prior written consent.


 


(c)          Any
failure by Payee to exercise any right or remedy hereunder shall not constitute a waiver of the right to exercise the same or any
other right or remedy at any subsequent time, and no single or partial exercise of any right or remedy shall preclude other or
further exercise of the same or any other right or remedy.


 


(d)          None
of the terms and provisions hereof may be waived, altered, modified, or amended except by an agreement in writing signed by Makers
and Guarantor and Payee.


 


(e)          The
Makers and Guarantor of this Note hereby waive the benefit of their homestead exemption as to this debt and agree to pay all reasonable
expenses incurred in collecting same including up to 25% attorney's fees of the remaining balance owed, if this Note is placed
in the hands of an attorney for collection, and interest on the outstanding unpaid principal at the of eighteen percent (18%) per
annum from date of default.


 


IMPORTANT NOTICE


 


THIS
INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR
AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.


 




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IN WITNESS WHEREOF, intending to be legally bound, Makers and
Guarantor have caused this Note to be executed as of the day and year first above written by its duly authorized and empowered
officer or representative.


 


	Innolog Holdings Corporation, Maker 	 	Innovative Logistics, Techniques, Inc., Maker
	 	 	 
	By:	 	 	By:	 
	 	William P. Danielczyk, Chairman	 	 	Richard Stewart, President
	Or by Eric Wagner, Authorized Representative	 	 
	 	 	 
	By:	 	 	 
	 	Dr. Ian Reynolds, Guarantor	 	 


 




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*********************************************************************************


TO THE CLERK OF THE CIRCUIT COURT OF FAIRFAX
COUNTY, VIRGINIA:


 


GREETINGS: Be it known
to you that the parties signatories hereto are justly indebted to Evan Gappelberg and/or Atlas Advisers, LLC pursuant to the terms
and conditions as stated above in the sum of ONE HUNDRED THOUSAND & 00/100 DOLLARS ($100,000.00), plus late fees, interest
on the principal amount outstanding at 18% per annum from October 15, 2012 or date of default, until paid and up to 25% attorney's
fees of the remaining balance due, as to which debt is waived the benefit of the Homestead Exemptions; and do hereby constitute
Terry C. Legum, Esquire, and/or Adam R. Wilk, Esquire, as their true and lawful attorney in fact, and with full power and authority
hereby given to appear before you in your said office for him to confess judgment before you therein against the said parties signatories
hereto, pursuant to the terms and conditions as stated above in favor of the payee of this Note, or assigns, for said sum of money
with late fees and interest thereon, and the Makers and Guarantor further agrees to pay all expenses incurred in collecting same,
including up to 25% attorney's fees of the remaining principal balance due at the rate of eighteen percent (18%) per annum from
October 15, 2012 or date of default, for the collection of said Note and for which the Makers and Guarantor authorized said attorney
in fact to confess judgment against the undersigned, with waiver of the Homestead and all other exemptions.


 


IMPORTANT NOTICE


 


THIS INSTRUMENT
CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS
THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.


 


	Innolog Holdings Corporation, Maker 	 	Innovative Logistics, Techniques, Inc., Maker
	 	 	 
	By:	 	 	By:	 
	 	William P. Danielczyk, Chairman	 	 	Richard Stewart, President
	Or by: Eric Wagner, Authorized Representative	 	 
	 	 	 
	By:	 	 	 
	 	Dr. Ian Reynolds, Guarantor	 	 


 








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