Varitek Promissory Notes to Lockheed Martin Space Operations



 Promissory Note 
 $480,483.54 
  
 Exhibit 10.28 
  
 PROMISSORY NOTES 
  

	 $480,483.54
	 	City of Houston

  
 State of Texas

  
 December 19, 2002 
  
 FOR FAIR VALUE RECEIVED AND ACKNOWLEDGED, Varitek Industries, Inc.
(Payee), City of Houston, County of Harris, State of Texas, promise to pay to the order of Lockheed Martin Services, Incorporated, doing business as Lockheed Martin Space Operations (Holder), without grace, on or before August 31, 2003 the principal
sum of Four Hundred Eighty Thousand Four Hundred Eighty-Three Dollars and Fifty-Four Cents (American) ($480,483.54) together with interest from the date of November 30, 2002 at a rate of six percent (6%) per annum on the unpaid balance in accordance
with the following provisions: 
  
 Unless Payee makes periodic
principal payments to Holder during the term of this agreement, effective August 31, 2003, Varitek Industries, Inc. (Payee) shall pay to Holder without grace $480,483.54 plus accrued interest of $22,059.27 for the total sum of
                    . The payment schedule is provided as Attachment B hereto. 
  
 This Note and the instruments securing it are to be governed, interpreted and construed by, through and under the laws of
the State of Texas. This Note may be prepaid in whole or in part at any time without penalty or premium. If prepayment of principal is made, such amount shall be applied in the inverse order such installment payments are due, applying first to the
last principal installment due hereunder. 
  
 This Note is
partially secured by the equipment detailed in Attachment A hereof as collateral as well as computer source code produced under contract VSG 2001-02 as amended with the Holder. 
  
 For any remaining payments plus interest, that are not secured by the equipment described in Attachment A hereof, the Holder
is given a continuing lien for the remaining amount of the obligations evidenced by this note on any and all money, securities, and other property of Payee and of the proceeds, now or hereafter actually or constructively held or received by, or in
transit in any manner, to Payee, its correspondents, or its agents, from or for the Payee, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, or coming into Payee’s possession in any way, and also on any and all
deposits, general or special, and credits of Payee with Holder, and any and all claims of Payee against Holder existing at any time. 
  
 Holder is not required to rely on collateral for the payment of this note in the event of default by Payee, but may proceed directly against the Payee in
such manner as Holder deems desirable or appropriate. None of the rights and remedies of Holder is to be waived or affected by failure or delay to exercise them. All remedies conferred on Holder by this note or any other 







 instrument or agreement shall be cumulative, and none is exclusive. Such remedies may be exercised concurrently or
consecutively at Holder’s option. 
  
 The Payee authorizes
any attorney at law to appear in any court of record in the State of Texas, or any other state in the United States, on default in the payment of this obligation and waive the issuance and service of process, and confess judgment against the Payee
in favor of the Holder for the amount of the note, together with costs of the suit and reasonable attorney fees to the extent permitted by applicable law, and to release all errors and waive all rights of appeal. 
  
 This note shall be governed by and construed in accordance with the laws of
the State of Texas. To the extent that any portion of this note is determined to be unenforceable under the laws of Texas, the remainder of this note shall be unaffected and shall continue to be enforceable against the Payee as written. 

 
 Executed this
             day of December, 2002. 
  

	
	

	(Signature)


  

	
	

	(Printed Name)


  

	
	

	(SSN)


  
 Notary Seal

  
  

 2 








 Promissory Note 
 $480,483.54 
  
 ATTACHMENT A 
  
 Secured Equipment List 
  

	 Rack 1

	 	 Equipment Description

	 	 Serial #


	 Access Server
	 	 	 	 
	 Switch
	 	 	 	 
	 Switch
	 	 	 	 
	 Switch
	 	 	 	 
	 Local Director
	 	 	 	 
	 KVM Switch Monitor Key
	 	 	 	 
	 Storage Works
	 	 	 	 
	 Firewall
	 	 	 	 
	 Raid Array
	 	 	 	 
	 Web Server
	 	 	 	 
	 Communication Server
	 	 	 	 
	 Database Server
	 	 	 	 
	 Application Server
	 	 	 	 

  

	 Rack 2

	 	 Equipment Description

	 	 Serial #


	 Access Server
	 	 	 	 
	 Switch
	 	 	 	 
	 Switch
	 	 	 	 
	 Switch
	 	 	 	 
	 Local Director
	 	 	 	 
	 KVM Switch Monitor Key
	 	 	 	 
	 Storage Works
	 	 	 	 
	 Firewall
	 	 	 	 
	 Web Server
	 	 	 	 
	 Communication Server
	 	 	 	 
	 Database Server
	 	 	 	 
	 Application Server
	 	 	 	 








 ATTACHMENT B 
  
 Payment Schedule 
  

	Payment Schedule
	 LOAN AMOUNT ($)
	 	$480,483.54	 	 	 	Interest Amount	 	$22,059.27
	 ANNUAL INTEREST RATE %
	 	 	 	6	 	 	 	 
	 LENGTH OF LOAN (YEARS)
	 	 	 	1	 	 	 	 
	 NO. OF PAYMENTS PER YEAR
	 	 	 	12	 	 	 	 
	 COMPOUNDING PERIODS
	 	 	 	12	 	 	 	 

  

	 Pmt

	 	 Due Date

	 	 Beginning Balance

	 	 Scheduled
Payment

	 	 Interest
 Portion

	 	 Principal
 Portion

	 	 Optional Payments

	 	 Closing
 Balance


	
	Final Payment = Beginning Balance + Interest
	
	$502,542.81  $480,483.54  $22,059.27

  

 4