CONFESSED JUDGMENT PROMISSORY NOTE
WITH SECURITY


 


	US$50,000.00	March 2, 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 and five additional offices located in
Washington D.C., Tennessee and Florida (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 FIFTY THOUSAND & 00/100
United States Dollars ($50,000.00) (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 FIFTY THOUSAND &
00/100 DOLLARS ($50,000.00) (“Principal Amount”).


 


2.          Maturity
Date/Pre-payment: 


 


The maturity date (“Maturity Date”)
is thirty (30) business days from the receipt of the Principal Amount, but in no event later than April 3, 2012. 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 FIVE THOUSAND & 00/100 DOLLARS ($5,000.00), due and payable on or before March 7, 2012, which Fee shall be deemed earned
at the time of the initial funding of the loan. Alternatively, Payee may simply submit $45,000 to Maker.


 


4.          Additional
Compensation:


 


Simultaneous with the execution of this
Note, but no later than March 10, 2012, Makers shall grant and issue to Payee or Payee’s designee 500,000 shares of common
stock of Innolog Holdings Corporation, a Nevada corporation.


 


5.          Late
Fee/ No right to Extend:


 


If this Note is not paid in full within
five (5) 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
twenty-one (21) days in which to pay the total amount owed.


 



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6.          
Security Interest


 


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


 


5030-116 ODCSLOG ARMY Receiveable from W91WAW-09-C-0173
DFAS for March 2012


 


(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 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 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
	 	 	 	 	 
	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 FIFTY THOUSAND & 00/100 DOLLARS ($50,000.00), plus late fees, interest at 18% per annum from March 31,
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
balance due and interest at the rate of eighteen percent (18%) per annum from March 31, 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.


 



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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
	 	 	 	 	 
	By:	 	 	 	 
	 	Dr. Ian Reynolds, Guarantor	 	 	 


 



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