AMENDED AND RESTATED
                          SECURED TERM PROMISSORY NOTE
                               NOW SOLUTIONS, INC.

US $600,000.00                                                 February 13, 2006

      FOR VALUE  RECEIVED,  the  undersigned,  NOW Solutions,  Inc.  ("Debtor"),
hereby covenants and promises to pay to Taladin,  Inc. ("Payee"),  the principal
sum of SIX HUNDRED  THOUSAND and N0/100  DOLLARS,  ($600,000.00),  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 201 Main Street,  Suite 1175,  Fort Worth,
Texas 76102,  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.


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<PAGE>

      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.

      3.  Default  and  Payee's  Rights Upon  Default.  If any payment  required
hereunder  is not made when  due,  same  shall  constitute  an event of  default
("Event of Default").  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 15% 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 10% 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.

            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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<PAGE>

      6. General Provisions.

            5.1 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.

            5.2  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.

            5.3 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.

            5.4 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.

            5.5 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.

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

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

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

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

            5.10 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.

            5.11  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.

            5.12 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.


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<PAGE>

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

      6. This Note is secured by a first lien  security  interest  in certain of
Debtor's  collateral as identified in that certain Amended and Restated Security
Agreement,  between Debtor and Payee, dated as of February 13, 2006 (as the same
as 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.

      7. 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.

      8. 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 201 Main Street,
Suite 1175,  Fort Worth,  Texas 76102,  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.

      9.  Amendment  and  Restatement.  This Note  amends  and  restates  in its
entirety that Certain  Amended and Restated  Secured Term  Promissory Note dated
June 15,  2004,  in the  principal  amount  of  $1,304,766.25,  executed  by NOW
Solutions,  Inc., a Delaware corporation,  as Borrower, and payable to the order
of WAMCO 32, Ltd., a Texas limited  partnership (the "Original Note").  The debt
evidenced by the Original Note is not  extinguished but is now evidenced by this
Note, and all liens  securing the Original Note are renewed and carried  forward
hereby.

THIS NOTE CONTAINS A JURY WAIVER.


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<PAGE>

DEBTOR:

NOW Solutions, Inc.
a Delaware corporation

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

STATE OF ___________ ss.
                     ss.
COUNTY OF __________ 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  Richard  Wade,
Chairman of NOW Solutions,  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 ___________


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