Promissory Note



 EXHIBIT 10.8 
 PROMISSORY NOTE 
  

			
	$375,000	 	Dated as of December 26, 2007
		
		 	New York, NY

 National Security Solutions Inc. (the “Maker”) promises to pay to the order of Medallion
Financial Corp. (the “Payee”) the principal sum of three hundred seventy-five thousand dollars ($375,000) in lawful money of the United States of America, which sum has been advanced to Maker as consideration for this Note, on the terms
and conditions described below. 
 1. Principal. The principal balance of this Note shall be repayable on the earlier of
(i) December [ ], 2008 or (ii) the date on which Maker consummates an initial public offering of its securities. 
 2. Interest.
No interest shall accrue on the unpaid principal balance of this Note. 
 3. Application of Payments. All payments shall be
applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
the unpaid principal balance of this Note. 
 4. Events of Default. The following shall constitute Events of Default: 
 (a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the
date when due. 
 (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its
debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. 
 (c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. 
 5. Remedies. 
 (a) Upon the occurrence of an Event of Default specified in
Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 







 (b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. 
 6. Waivers. Maker waives presentment for payment, demand, notice of dishonor, protest and notice of protest with regard to the Note, all errors,
defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be
levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. 
 7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of
the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted
or consented to by Payee, and consents to any and all extensions of time, renewals, waivers or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers,
guarantors or sureties may become parties hereto without notice to them or affecting their liability hereunder. 
 8. Notices. Any
notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service
providing receipted delivery or (iv) sent by telefacsimile to the following addresses or to such other address as either party may designate by notice in accordance with this Section: 
 If to Maker: 
 National
Security Solutions Inc. 
 300 Delaware Avenue, Suite 1264 
 Wilmington DE 19801 
 Attn.: Howard Safir, Chief Executive Officer 
 Fax: (302) 421-9361 
 If to Payee: 
 Medallion
Financial Corp. 
 437 Madison Avenue 
 New York, NY 10022 
 Attn: Andrew M. Murstein, President 
 Fax: (212) 328-2121 
 Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service. 
 9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE DOMESTIC, INTERNAL LAW, BUT NOT THE LAW OF CONFLICT OF LAWS, OF
THE STATE OF NEW YORK. 
 10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 







 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed
by its Chief Executive Officer the day and year first above written. 
  

			
	 NATIONAL SECURITY SOLUTIONS INC.

		
	 By:
	 	 /s/ Howard Safir

	 Name:
	 	Howard Safir
	 Title:
	 	Chairman and Chief Executive Officer


 SIGNATURE PAGE TO NATIONAL SECURITY SOLUTIONS INC. PROMISSORY NOTE