EXHIBIT
      10.2

    


    AMENDMENT
      NO. 1 

     

    TO
      

     

    SECURED
      PROMISSORY NOTE

     

    This
      Amendment No. 1 to Secured Promissory Note (the “Amendment”)
      is
      made effective as of October 31, 2008 (the “Amendment
      Date”)
      and is
      entered into by and between Paradigm Holdings, Inc., a Wyoming corporation
      (the
“Company”),
      and
      Theresa Kleszewski (the “Lender”).
      

    


    Capitalized
      terms used in this Amendment that are not otherwise defined herein shall have
      the meanings set forth in the Note (as defined below).

    


    Whereas,
      the
      Company and the Lender are parties to that certain Secured Promissory Note
      dated
      April 9, 2007 in the original principal amount of $4,000,000 (the “Note”);

    


    Whereas,
      the Note
      provides that the Remainder Amount plus any and all interest accrued thereon
      shall be due and payable on October 31, 2008 (the “Maturity
      Date”); 

    


    Whereas,
      the
      Company desires to extend the Maturity Date and the Lender is willing to extend
      the Maturity Date in exchange for the consideration described herein;
      and

    


    Whereas, the
      Note
      may be amended by a writing executed by the Company and the Lender.


    


    Now,
      Therefore,
      in
      consideration of the mutual covenants and obligations set forth herein, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the Lender and the Company hereby agree as
      follows:

    


    
      
        	1.	
                Payment.

              


      

    

    


    In
      consideration of the Lender’s signing of this Amendment, the Company shall pay
      $20,000.00 to each of the Lender and Christian Kleszewski. The Company shall
      also pay the accrued interest to the Lender under the Note for the period
      commencing on October 1, 2008 and ending on November 5, 2008 in the amount
      of
      $13,978.31, which amount shall be divided between the Lender and Christian
      Kleszewsk pursuant to Section
      3.3
      of this
      Amendment.

    


    
      
        	2.	
                Amendment
                  of the Agreement.

              


      

    

    


    The
      parties hereby agree to amend the terms of the Note as of the Amendment Date
      as
      provided below.

    


    2.1 Amendment
      of Section 2.
      Section
      2 of the Note is hereby amended and restated in its entirety to read as
      follows:

    


    “2. Maturity.
      The
      Remainder Amount of this Note plus any and all interest accrued hereon shall
      be
      due and payable on December 15, 2008 (the “Maturity
      Date”)
      or as
      otherwise set forth herein.” 

    


    2.2 Amendment
      of Section
      5.
      The
      third sentence from the end of Section 5 is hereby amended and restated in
      its
      entirety to read as follows:

    


    “In
      addition, the Company shall pay to the Lender a late charge equal to five
      percent (5%) of any amount currently due hereunder that is not received by
      the
      Lender within five (5) days after the date on which such amount is due;
      provided, however, that this provision shall not be construed to extend the
      due
      date for any amount required to be paid hereunder and provided, further that
      this provision shall not apply with respect to a failure to pay the Remainder
      Amount by the Maturity Date.” 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    2.3 Amendment
      of Section 5.
      The
      following sentence is hereby added at the end of Section 5 of the
      Note:

    


    “Notwithstanding
      the foregoing, a failure by the Company to pay the Remainder Amount on or before
      the Maturity Date (a “Missed
      Deadline”)
      shall
      not constitute a Default under this Note. In the event of a Missed Deadline,
      the
      Company shall pay, in immediately available funds, an amount equal to $60,000
      plus all accrued and unpaid interest through the Maturity Date to the Lender.
      After a Missed Deadline, interest shall accrue, at a rate equal to twelve
      percent (12%) per annum, on the outstanding amounts due hereunder until such
      amounts are paid, unless otherwise limited by law. In no event shall interest
      payable on the outstanding amounts due hereunder exceed twelve percent (12%)
      per
      annum.” 

    


    3. Miscellaneous.

    3.1 No
      Other Changes.
      All
      terms of the Note shall remain in full force and effect as amended
      hereby.

    


    3.2 Governing
      Law.
      This
      Amendment shall be governed in all respects by the internal laws of the State
      of
      Maryland as applied to agreements entered into among Maryland residents to
      be
      performed entirely within Maryland, without regard to principles of conflicts
      of
      law.

    


    3.3 Payment
      Acknowledgement.
      The
      Lender hereby directs the Company to pay one-half (1/2) of all amounts otherwise
      payable to the Lender under the Note to Christian Kleszewski.

    


    3.4 Counterparts.
      This
      Amendment may be executed in counterparts and signatures may be delivered by
      facsimile, each of which shall be deemed an original, but both of which together
      shall constitute one and the same instrument.


    


    [Signature
      Page Follows]


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof,
      the
      parties have caused this Amendment No. 1 to Secured Promissory Note to be
      executed by the undersigned as of the date hereof.

     

    
      	 	 	 
	 	
              COMPANY:

               

              PARADIGM HOLDINGS,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Peter B. LaMontagne
	 	
              
Peter
              B. LaMontagne
	 	President
              and
              Chief Executive Officer


      	 	 	 
	 	
              LENDER:

               

              THERESA
                KLESZEWSKI