SECURED TERM PROMISSORY NOTE
                                  TALADIN, INC.

US $450,000.00                                                 February 13, 2006

      FOR VALUE RECEIVED,  the undersigned,  Taladin,  Inc.  ("Debtor"),  hereby
covenants  and promises to pay to Tara  Financial  Services,  Inc., a California
corporation,  ("Payee"),  the principal  sum of Four Hundred Fifty  Thousand and
No/100 Dollars, ($450,000.00), 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 Seven Thousand and No/100 Dollars  ($7,000.00),  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 Seven
            Thousand and No/100  Dollars  ($7,000.00),  and  continuing  through
            February 1, 2008;

      (d)   beginning on March 1, 2008,  the monthly  payments  will increase to
            Twelve  Thousand Seven Hundred and No/100 Dollars  ($12,700.00)  and
            continue to be payable in equal  monthly  installments  on the first
            day of each month  thereafter  until February 1, 2011 (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 any written  obligations  owing by
NOW Solutions, Inc., a Delaware corporation, to Payee is not made when due;

            d. 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

            e.  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 3% of Excess New Sales.  "Excess  New Sales" are  software  sales by NOW
Solutions,  Inc. to new customers  during a calendar  year in an amount  greater
than $800,000.00.  Additionally, if software sales by NOW Solutions, Inc. to new
customers  are  greater  than  $1.5  Million  during a  calendar  year,  then an
additional  2% of such  Excess  New Sales  will be paid  towards  the  principal
balance.

            Furthermore, in addition to the foregoing and 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 25% of  the  Net  Proceeds  (as
hereinafter defined) from any judgment,  settlement,  decree, agreement or order
received by or entered into by or on behalf of NOW  Solutions,  Inc.  related to
the case styled VERTICAL COMPUTER SYSTEMS, INC., a member of NOW SOLUTIONS, LLC,
suing in the Right of NOW SOLUTIONS,  LLC, and VERTICAL COMPUTER SYSTEMS,  INC.,
suing in its own Right v. ROSS SYSTEMS,  INC., J. PATRICK TINLEY,  GARY GYSELEN,
and ARGLEN ACQUISITIONS,  LLC, pending in the Supreme Court for the State of New
York, New York County (Index Number 600644/03) and the case styled Ross Systems,
Inc. v. NOW  Solutions,  LLC,  pending in the Supreme Court for the State of New
York, New York County (Index Number 600679/04).  For purposes of this Agreement,
"Net  Proceeds"  shall  mean  funds  remaining  after  payment of legal fees and
expenses  to the  law  firm of  Wolman  Blair,  P.L.L.C.  (the  "Firm")  and any
additional  direct  costs  incurred  by the  Firm  or  NOW  Solutions,  Inc.  in
connection with the above lawsuits.


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            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. Conversion  Option.  All or any portion of the unpaid principal of this
Note,  plus accrued  interest  hereon,  shall be  convertible,  at the option of
Payee,  into shares of Common  Stock,  $0.01 par value,  issued by Borrower (the
"Common  Stock").  At the time of any such  conversion  of the  aggregate of the
principal amount and accrued interest,  or a portion thereof,  the rights of the
Payee with respect to such portion of the aggregate of the principal  amount and
accrued  interest so converted shall cease and the Payee shall be deemed to have
become the record holder of the Common Stock issuable upon such conversion.  The
Borrower  covenants  with the Payee that it will at all times  reserve  and keep
available  out of its  authorized  Common  Stock and solely  for the  purpose of
conversion as provided herein, and conditionally allot to the Payee, such number
of shares of Common Stock as shall then be issuable upon the  conversion of this
Note.  The  Borrower  covenants  with the Payee that all shares of Common  Stock
which shall be so issuable  shall be duly and validly  issued as fully-paid  and
non-assessable.

            The Common  Stock into  which  this Note may be  converted  shall be
referred to herein as the "Conversion  Shares." The entire  principal  amount of
this Note and accrued  interest  thereon may be converted  into shares of Common
Stock equal to 2.5% of outstanding  Common Stock at the time of  conversion.  In
the event  only a portion  of the  unpaid  principal  of this Note plus  accrued
interest  thereon  is  converted,  the  number  of  Conversion  Shares  shall be
determined  by dividing (a) such  converted  portion of the unpaid  principal of
this Note plus accrued  interest  thereon by (b) the  aggregate of the principal
amount of this Note and accrued interest thereon,  and multiplying such quotient
by the number of shares of Common Stock equal to 5% of outstanding  Common Stock
at the time of conversion.  Notwithstanding the foregoing, in no event shall the
aggregate number of Conversion Shares exceed 2.5% of outstanding Common Stock at
the time of the first conversion hereunder. Upon any such conversion,  the Payee
shall execute any and all customary and  appropriate  documents to implement the
foregoing.

      6.  Conversion  Procedures.  Payee may  exercise its  conversion  right by
giving written notice (the "Conversion  Notice") to the Borrower of the exercise
of such right.  The  conversion  of this Note (or such portion  thereof as Payee
shall  determine) will be deemed to have been effected as of the date of receipt
of the Conversion Notice (the "Conversion Date").

            Within two business  days of the  Conversion  Date,  the Payee shall
surrender this Note at the principal office of the Borrower,  for replacement or
cancellation.


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            Within two business days of the surrender of the Note by Payee,  the
Borrower will deliver to the converting  Payee (a) a certificate or certificates
representing  Conversion  Shares and (b) a replacement  note for the unconverted
principal  balance (if any) of this Note.  Borrower  agrees that its issuance of
this Note shall constitute full authority to its officers,  agents, and transfer
agents who are charged with the duty of executing and issuing stock certificates
to execute and issue the necessary  certificates for shares of Common Stock upon
the conversion of this Note.

            On the  Conversion  Date,  the  rights  of the Payee of this Note to
receive  payment of such  portion of the  principal  and  interest  as Payee has
converted  hereunder will cease and the person or persons in whose name or names
any certificate or certificates for Conversion Shares are to be issued upon such
conversion  will be deemed to have become the holder or holders of record of the
shares represented thereby.

            The issuance of certificates for the Conversion  Shares will be made
without  charge to the Payee for any  issuance  tax in respect  thereof or other
cost incurred by the Borrower in connection with such conversion and the related
issuance of Conversion Shares.

            If any fractional interest in Conversion Shares would be deliverable
upon any  conversion of this Note, in lieu of delivering  the  fractional  share
therefor,  the number of Conversion Shares shall be rounded to the nearest whole
number.

      7. 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.

      8. General Provisions.

            8.1 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.

            8.2  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.

            8.3 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.

            8.4 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.


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            8.5 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.

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

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

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

            8.9 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.

            8.10 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.

            8.11  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.

            8.12 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.

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

      9.  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.


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      10. 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.

      11. 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:

Taladin, Inc.
a Texas corporation

By:
   --------------------------------------------------
   Luiz C. Valdetaro,
   Secretary

STATE OF TEXAS     ss.
                   ss.
COUNTY OF TARRANT  ss.

      On the 13th day of February in the year 2006,  before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Luiz C.  Valdetaro,
Secretary of Taladin,  Inc., 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 Texas


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