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                      THIRD AMENDED AND RESTATED CONFESSED
                            JUDGMENT PROMISSORY NOTE

$150,000.00                                                  Frederick, Maryland
                                                                October 21, 2005

      FOR VALUE RECEIVED, SOLUTION TECHNOLOGY INTERNATIONAL, INC. ("Maker")
hereby amends and restates this promissory note ("Note") originally dated March
24, 2005, as amended and restated September 6, 2005, and as further amended and
restated on September 30,2005 and hereby unconditionally promises to pay to the
order of URBAN K. JONSON ("Holder"), as past due salary and bonus, the sum of
One Hundred Fifty Thousand Dollars ($150,000.00), less appropriate deductions
for federal and state withholding and other applicable taxes to be
contemporaneously deposited by Maker with the appropriate taxing authorities,
and any lawfully authorized payroll deductions, with interest at the rate of Ten
Percent (10%) per annum from March 24, 2005 to August 22, 2005, and interest
thereafter at eighteen per cent (18%) per annum. Said principal and accrued
interest shall be paid no later than January 31, 2006. Interest shall be
calculated on the basis of the actual number of days elapsed divided by 360.

      Maker may prepay at any time without any prepayment penalty.

      In the event this Note is in default as provided herein, Maker hereby
constitutes, appoints and authorizes the clerk of any court or any
attorney-at-law whom Holder of this Note may designate to appear for Maker in
any court having competent jurisdiction, and to CONFESS JUDGMENT, without notice
to Maker, for the total outstanding principal balance, together with accrued
interest pursuant to this Note and attorney's fees at Ten Percent (10%) of the
initial principal amount, hereby ratifying and confirming any and all acts and
things which the clerk of the court or said attorney may do which are necessary
and convenient to a valid confession of judgment of this Note, whether the Maker
be within the jurisdiction of said court or not, hereby waiving all exemption of
the laws of the Maryland or of any State of the United States, and also hereby
waiving all right of appeal or stay of execution.

      In the event of the happening to the Maker of any one or more of the
following events, Holder at its option, without notice to the Maker, may declare
this Note to be in default, whereupon this Note and all other obligations,
direct or contingent, of such Maker hereof to Holder, shall become immediately
due and payable, or at any time thereafter, without demand or notice: failure to
pay accrued interest up to August 22, 2005 ($6250) by November 7, 2005, failure
to pay attorney's fees for negotiation and drafting of an extension for payment
plus a penalty for late payment for a total of $4,500 by November 7, 2005,
failure to pay principal and accrued interest hereon on January 31, 2006;
voluntary or involuntary application for, or appointment of, a receiver; filing
of a voluntary or involuntary petition under any of the provisions of the
Federal Bankruptcy Laws; suspension or liquidation of usual business, or the
giving of notice to do so.

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      The validity and construction of this Note and all matters pertaining
hereto shall be determined in accordance with the laws of the State of Maryland.

      Maker and each endorser, surety or guarantor hereby waives presentment,
demand, protest, notice of dishonor, consent to any extension of time or delay
in enforcing payment, notices in connection with the delivery, acceptance,
performance, default and enforcement of this Note, and all exemptions,
including, but not limited to those relating to attachment, garnishment or
execution, and warrants to Holder that all action and approvals required for the
execution and delivery hereof as a legal, valid and binding obligation of the
undersigned, enforceable in accordance with the terms hereof, have been duly
taken and obtained.

      Maker consents to jurisdiction and venue for any action on this Note in
the Circuit Court for Frederick County, Maryland.

      Maker certifies that all blank spaces, if any, in this Note were complete
and filled in before this Note was signed by Maker.

      If the inclusion of any provisions, provision or any part thereof in this
Note affects the validity or enforceability of this Note, such provision(s) or
that part shall be treated as if it did not appear in this Note; but all
remaining terms and provisions of this Note shall subsist and be fully effective
according to the tenor of this Note, as if such provision(s) or any part thereof
had never been included herein.

      IN WITNESS WHEREOF, Maker has executed and sealed this Note on the day and
year hereinabove first written.

WITNESS:                                MAKER: SOLUTION TECHNOLOGY
                                        INTERNATIONAL, INC.


                                        By:                               (SEAL)
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