SECURED TERM PROMISSORY NOTE
                               NOW SOLUTIONS, INC.

US $955,103.30                                                 February 13, 2006

      FOR VALUE  RECEIVED,  the  undersigned,  NOW  Solutions,  Inc., a Delaware
corporation,  ("Debtor"), hereby covenants and promises to pay to Tara Financial
Services,  Inc., a California corporation,  ("Payee"), the principal sum of NINE
HUNDRED FIFTY-FIVE THOUSAND ONE HUNDRED THREE AND 30/100 DOLLARS, ($955,103.30),
together  with  interest  thereon  at a rate equal to twelve  percent  (12%) per
annum, compounded annually, which shall be payable as follows:

      (a)   principal  and  interest  are  due  and  payable  in  equal  monthly
            installments of TWELVE  THOUSAND FIVE HUNDRED  FORTY-FOUR AND 51/100
            ($12,544.51),  on the first day of each  month,  beginning  March 1,
            2006, and continuing through September 1, 2006;

      (b)   beginning on October 1, 2006, and continuing through December, 2006,
            interest only is due and payable monthly as it accrues;

      (c)   beginning  on January 1, 2007,  the  unpaid  principal  balance  and
            interest are due and payable in equal monthly installments of TWELVE
            THOUSAND  FIVE  HUNDRED  FORTY-FOUR  AND  51/100  ($12,544.51),  and
            continuing until February 1, 2018 (the "Maturity Date"),  upon which
            date all outstanding principal and interest shall be due and payable
            in full.

      All payments shall be made at 3436 Verdugo Road, Suite 250,  Glendale,  CA
91208, or at such other place as the holder of this Note may designate by notice
to the Debtor.

      Payments  shall be applied first to accrued  interest and the remainder to
reduction of the Principal Amount.

Debtor and Payee covenant and agree as follows:

      1. Prepayment.  This Note may, at the option of the Debtor, be prepaid, in
whole  or in  part,  at any  time  through  the due  date of the  final  payment
hereunder,  in order of  maturity.  Subject  to  Paragraph  4,  below,  any such
prepayment  shall be without penalty or premium but shall include the payment of
accrued  interest,  if any, on the amount  prepaid to and  including the date of
prepayment.  The  Maturity  Date shall  remain  the same and a new  amortization
schedule shall be prepared upon Payee's receipt of any prepayment amount.

      2.  Payee's  Right of  Acceleration.  Upon the  occurrence  of an Event of
Default,  as said term is  defined in  Section 3 herein,  the  entire  remaining
principal balance and other fees and charges with respect to this Note shall, at
Payee's option, become immediately due and payable.


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      3. Default and Payee's Rights Upon Default. The following shall constitute
an event of default ("Event of Default"):

            a. If any  payment  required  hereunder  is not made when due or any
default occurs in any instrument securing the payment of this note;

            b.  if  any  payment   required  under  that  certain  Secured  Term
Promissory Note of even date herewith by Taladin,  Inc., as debtor, to Strategic
Growth Partners, LLC, as Payee, in the original principal amount of $150,000, is
not made when due or any default occurs in any  instrument  securing the payment
of such Secured Term Promissory Note;

            c.  if  any  payment   required  under  that  certain  Secured  Term
Promissory Note of even date herewith by Taladin,  Inc., as debtor, to Payee, in
the original  principal amount of $450,000,  is not made when due or any default
occurs in any  instrument  securing the payment of such Secured Term  Promissory
Note;

            d. if any payment required under any other written obligations owing
by Debtor to Payee is not made when due;

            e. if any payment  required under that certain Royalty  Agreement of
even date herewith by and between NOW Solutions, Inc. and Payee is not made when
due; and

            f.  if  any  payment   required  under  that  certain  Secured  Term
Promissory  Note of even date herewith by Vertical  Computer  Systems,  Inc., as
debtor,  to Payee,  is not made when due or any default occurs in any instrument
securing the payment of such Secured Term Promissory Note.

If any Event of Default occurs,  then from the date such Event of Default occurs
until it is cured or waived in writing,  in addition to any agreed upon charges,
the then  outstanding  principal  balance  of this Note  shall  thereafter  bear
interest at a rate of eighteen  (18%)  percent  per annum (the  "Default  Rate")
computed  on the basis of a year of three  hundred  sixty  (360) days and actual
days elapsed unless collection from the Debtor of interest at such rate would be
contrary to  applicable  law, in which event such amount shall bear  interest at
the highest rate which may be collected from the Debtor under applicable law.

      4. Principal Pay-Down. Until such time as the amounts due pursuant to this
Note have been paid in full, the principal due hereunder shall be prepaid at the
rate of 6.5% of Excess New Sales.  "Excess  New  Sales"  are  software  sales by
Debtor  to new  customers  during a  calendar  year in an  amount  greater  than
$800,000.00.  Additionally,  if software  sales by Debtor to new  customers  are
greater than $1.5 Million during a calendar year, then an additional 11% of such
Excess  New Sales will be paid  towards  the  principal  balance.  Any  payments
applied  to  principal  pursuant  to this  Section  4,  shall be  applied to the
principal   balance   pursuant   to  the  terms  of   Section   1,   Prepayment.
Notwithstanding the foregoing,  any such prepayments  pursuant to this Section 4
shall be deemed a penalty.

      5. Savings  Clause.  Interest on the debt  evidenced by this Note will not
exceed the maximum rate or amount of nonusurious interest that may be contracted
for, taken, reserved,  charged, or received under law. Any interest in excess of
that  maximum  amount  will be  credited  on the  Principal  Amount  or;  if the
Principal  Amount has been paid,  refunded.  On any  acceleration or required or
permitted prepayment,  any excess interest will be canceled  automatically as of
the acceleration or prepayment or, if the excess interest has already been paid,
credited  on the  Principal  Amount or, if the  Principal  Amount has been paid,
refunded.  This provision overrides any conflicting  provisions in this Note and
all other instruments concerning the debt.


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      6. General Provisions.

            6.1 If this Note is not paid when due, or upon the  occurrence of an
Event of Default,  the Debtor  further  promises to pay all costs of collection,
foreclosure fees, reasonable attorneys' fees and expert witness fees incurred by
the Payee, whether or not suit is filed hereon.

            6.2  The  undersigned  hereby  consents  to any  and  all  renewals,
replacements  and/or  extensions of time for payment of this Note before,  at or
after maturity.

            6.3 No delay or  omission  on the part of the  Payee of this Note in
exercising any right shall operate as a waiver thereof or of any other right.

            6.4 No waiver by the Payee of this Note upon any one occasion  shall
be  effective  unless in writing nor shall it be construed as a bar or waiver of
any right or remedy on any future occasion.

            6.5 All the terms of this Note  shall be  binding  upon and incur to
the benefit of and be  enforceable  by the parties  hereto and their  respective
heirs, representatives, successors and assigns, whether or not so expressed.

            6.6 Time is of the essence for the performance by the undersigned of
the obligations set forth in this Note.

            6.7  Should  any  one or  more of the  provisions  of  this  Note be
determined  illegal or  unenforceable,  all other provisions shall  nevertheless
remain effective.

            6.8 This Note cannot be  changed,  modified,  amended or  terminated
orally.

            6.9 This Note  shall be  governed  by,  construed  and  enforced  in
accordance  with the laws of the State of  California  without  reference to the
principles of conflicts of laws thereof.

            6.10 The Debtor  shall have  forty-five  (45) days to cure a payment
default after notice of default thereof sent to Debtor by or on behalf of Payee.

            6.11  Principal  of, and  interest on, this Note shall be payable in
lawful money of the United States of America. If a payment hereunder becomes due
and payable on a Saturday,  Sunday or legal holiday,  the due date thereof shall
be extended to the next  succeeding  business day, and interest shall not accrue
until such next succeeding business day.


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            6.12 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY DISPUTE WILL
BE TRIED IN A COURT OF COMPETENT  JURISDICTION BY A JUDGE WITHOUT A JURY. DEBTOR
WAIVES  ANY  RIGHT  TO A JURY  TRIAL  IN  ANY  SUCH  ACTION  OR  PROCEEDING  AND
ACKNOWLEDGES  THAT YOUR ACCEPTANCE OF THIS NOTE  CONSTITUTES  YOUR WAIVER OF ANY
RIGHT TO A JURY TRIAL IN ANY SUCH ACTION OR PROCEEDING.

            6.13 The  jurisdiction,  venue and choice of law provision set forth
herein will survive the termination of this Note.

      7.  Security  Agreement.  This Note is secured by a security  interest  in
certain of Debtor's collateral as identified in that certain Security Agreement,
between  Debtor and Payee,  dated as of February  13, 2006 (as the same has been
amended,  revised,  or amended and  restated  from time to time,  the  "Security
Agreement").  All of the terms and  conditions  of the  Security  Agreement  are
incorporated  herein and made a part hereof.  Nothing  herein shall be deemed to
limit any of the terms, provisions, conditions,  representations,  stipulations,
or agreements contained in the Security Agreement or any other present or future
document,  instrument  or  agreement,  between the Debtor and Payee,  and all of
Payee's rights and remedies hereunder and thereunder are cumulative.

      8. Debtor and all guarantors, endorsers and sureties consent that Payee at
any time may extend  the time of payment of all or any part of the  indebtedness
secured hereby, or may grant any other indulgences.

      9. Except as otherwise stated herein,  all notices,  responses,  requests,
documents and service of legal process will be  sufficiently  given or served if
mailed or delivered  via  certified  mail,  return  receipt  requested,  or by a
nationally  recognized  overnight  delivery  service:  (a) to Debtor at 201 Main
Street,  Ste. 1175,  Fort Worth,  Texas 76102;  and (b) to Payee at 3436 Verdugo
Road,  Suite 250,  Glendale,  CA 91208, or such other address as the parties may
specify from time to time in the manner  required  for notice set forth  herein.
Notices shall be effective:  (a) if given by certified  mail, on the fifth (5th)
day after deposit in the mail with postage prepaid,  addressed as aforesaid; and
(b) if given by a  nationally  recognized  overnight  delivery  service,  on the
business day following  deposit with such service,  addressed as aforesaid  with
receipt of delivery.

THIS NOTE CONTAINS A JURY WAIVER.

DEBTOR:

NOW Solutions, Inc.
a Delaware corporation

By:
   --------------------------------------------------
   Richard Wade,
   Chairman


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STATE OF CALIFORNIA    ss.
                       ss.
COUNTY OF ___________  ss.

      On the 13 day of February in the year 2006, before me, the undersigned,  a
Notary Public in and for said State,  personally appeared Richard Wade, Chairman
of NOW Solutions, Inc., a Delaware corporation, personally known to me or proved
to me on the basis of satisfactory  evidence to be the individual  whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in his  capacity,  and  that  by his  signature  on  the  instrument,  the
individual,  or the person upon behalf of which the individual  acted,  executed
the instrument.

                                                        ________________________
                                                        Notary Public in and for
                                                        the State of California


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