EX-10.23

                          7.5% SECURED PROMISSORY NOTE


$500,000                                              December 7, 2005


       FOR VALUE RECEIVED,  Secured Services,  Inc., a Delaware corporation (the
"MAKER"),  with its primary offices located at Commerce  Executive Park Building
II, 11490 Commerce Park Drive,  Suite 240, Reston, VA 20191,  promises to pay to
the  order  of  Midsummer  Investment,  Ltd.,  or its  registered  assigns  (the
"PAYEE"),  upon the terms set forth  below,  the  principal  sum of Five Hundred
Thousand  Dollars  ($500,000.00)  plus  interest  on the  unpaid  principal  sum
outstanding at the rate of 7.5% per annum.

1.     PAYMENTS.

       (a)    The full amount of principal and accrued  interest under this Note
       shall be due on the earlier of (i) March 7, 2006 or (ii) at the option of
       the  Payee,  the date  that  the  Maker  consummates  an  equity  or debt
       financing  of, in the  aggregate,  at least  $500,000 (in one or a series
       such transactions  aggregated over time (the "MATURITY DATE"), unless due
       earlier in accordance with the terms of this Note.

       (b)    The  Maker  shall  pay  interest  to the  Payee  on the  aggregate
       unconverted  and then  outstanding  principal  amount of this Note at the
       rate of 7.5% per annum, payable on the Maturity Date.

       (c)    All overdue  accrued and unpaid  principal and interest to be paid
       hereunder  shall  entail a late fee at the rate of 18% per annum (or such
       lower maximum amount of interest permitted to be charged under applicable
       law)  which  will  accrue  daily,  from the date  such  principal  and/or
       interest is due hereunder through and including the date of payment.

       (d)    Maker may not prepay,  in whole or in part,  the principal sum and
       interest under this Note without the prior written consent of Payee.

2.     SECURED  OBLIGATION.  As security  for the payment in full of  principal,
interest  and  performance  under  this  Note and of all other  liabilities  and
obligations  of the Maker to the  Payee,  Maker,  and its  subsidiaries,  hereby
grants to the Payee a general  security  interest in all assets of the Maker and
its subsidiaries and all proceeds arising  therefrom and any and all products of
such assets.  Maker  represents  that it is the sole lawful owner of such assets
attributable  to it, free and clear of any liens and  encumbrances,  and has the
right and power to pledge,  sell,  assign and transfer absolute title thereto to
the Payee and that no financing statement covering such assets has been filed in
any  jurisdiction.  Maker agrees that this  security  interest  shall be a first
priority  security   interest,   senior  and  prior  in  payment  to  all  other
indebtedness  and  obligations of Maker and its  subsidiaries  to third parties.
Maker hereby authorizes the Payee to file one or more financing statements under
the UCC and any amendments  thereto or extensions  thereof without the signature
of the

<PAGE>


Maker or any of its subsidiaries. Maker, its subsidiaries and Payee have entered
into a Security  Agreement  simultaneously  herewith  evidencing  such  security
interest.

3.     EVENTS OF DEFAULT.

       (a)    "EVENT OF DEFAULT",  wherever  used  herein,  means any one of the
       following  events  (whatever the reason and whether it shall be voluntary
       or  involuntary  or  effected  by  operation  of law or  pursuant  to any
       judgment,  decree or order of any court, or any order, rule or regulation
       of any administrative or governmental body):

              (i)    any  default  in the  payment of the  principal  of, or the
              interest on, this Note,  as and when the same shall become due and
              payable;

              (ii)   Maker  shall fail to observe or perform any  obligation  or
              shall  breach any term or  provision of this Note and such failure
              or breach shall not have been remedied  within five days after the
              date on which  notice of such  failure  or breach  shall have been
              delivered;

              (iii)  Maker or any of its  subsidiaries  shall fail to observe or
              perform any of their  respective  obligations owed to Payee or any
              other covenant,  agreement,  representation or warranty  contained
              in, or  otherwise  commit  any  breach  hereunder  or in any other
              agreement executed in connection herewith;

              (iv)   Maker or any of its subsidiaries  shall commence,  or there
              shall be commenced  against  Maker or any  subsidiary a case under
              any applicable  bankruptcy or insolvency  laws as now or hereafter
              in effect or any  successor  thereto,  or Maker or any  subsidiary
              commences   any  other   proceeding   under  any   reorganization,
              arrangement,  adjustment of debt, relief of debtors,  dissolution,
              insolvency  or  liquidation  or  similar  law of any  jurisdiction
              whether  now or  hereafter  in  effect  relating  to  Maker or any
              subsidiary,  or there is commenced against Maker or any subsidiary
              any such bankruptcy,  insolvency or other proceeding which remains
              undismissed for a period of 60 days; or Maker or any subsidiary is
              adjudicated insolvent or bankrupt; or any order of relief or other
              order  approving any such case or proceeding is entered;  or Maker
              or any subsidiary  suffers any appointment of any custodian or the
              like  for  it or  any  substantial  part  of  its  property  which
              continues  undischarged  or unstayed  for a period of 60 days;  or
              Maker or any subsidiary makes a general assignment for the benefit
              of  creditors;  or Maker or any  subsidiary  shall fail to pay, or
              shall  state that it is unable to pay,  or shall be unable to pay,
              its debts generally as they become due; or Maker or any subsidiary
              shall call a meeting of its  creditors  with a view to arranging a
              composition, adjustment or restructuring of its debts; or Maker or
              any  subsidiary  shall  by any  act or  failure  to act  expressly
              indicate its consent to, approval of or

                                       2
<PAGE>


              acquiescence  in any of the  foregoing;  or any corporate or other
              action  is taken by Maker or any  subsidiary  for the  purpose  of
              effecting any of the foregoing;

              (v)    Maker  or  any  subsidiary  shall  default  in  any  of its
              respective  obligations  under  any  other  note or any  mortgage,
              credit agreement or other facility, indenture agreement, factoring
              agreement or other instrument under which there may be issued,  or
              by which there may be secured or evidenced  any  indebtedness  for
              borrowed  money or  money  due  under  any long  term  leasing  or
              factoring  arrangement  of Maker or any  subsidiary,  whether such
              indebtedness  now exists or shall  hereafter  be created  and such
              default  shall  result  in such  indebtedness  becoming  or  being
              declared  due and  payable  prior  to the  date on  which it would
              otherwise become due and payable;

              (vi)   Maker  shall  (a) be a  party  to  any  Change  of  Control
              Transaction (as defined  below),  (b) agree to sell or dispose all
              or in  excess  of 33% of its  assets  in one or more  transactions
              (whether  or not such sale  would  constitute  a Change of Control
              Transaction),  (c)  redeem or  repurchase  more than a de  minimis
              number of shares of Common  Stock or other  equity  securities  of
              Maker,  or (d)  make  any  distribution  or  declare  or  pay  any
              dividends (in cash or other property, other than common stock) on,
              or purchase,  acquire,  redeem,  or retire any of Maker's  capital
              stock, of any class, whether now or hereafter outstanding. "Change
              of Control  Transaction"  means the  occurrence  of any of: (i) an
              acquisition after the date hereof by an individual or legal entity
              or "group" (as described in Rule 13d-5(b)(1) promulgated under the
              Securities  Exchange Act of 1934, as amended) of effective control
              (whether through legal or beneficial ownership of capital stock of
              Maker, by contract or otherwise) of in excess of 66% of the voting
              securities of Maker,  (ii) a replacement  at one time or over time
              of more than one-half of the members of Maker's board of directors
              which is not approved by a majority of those  individuals  who are
              members of the board of  directors on the date hereof (or by those
              individuals  who are serving as members of the board of  directors
              on any  date  whose  nomination  to the  board  of  directors  was
              approved by a majority  of the  members of the board of  directors
              who are  members  on the date  hereof),  (iii) the merger of Maker
              with or into  another  entity that is not  wholly-owned  by Maker,
              consolidation or sale of 66% or more of the assets of Maker in one
              or a series of  related  transactions,  or (iv) the  execution  by
              Maker of an  agreement to which Maker is a party or by which it is
              bound,  providing  for any of the events  set forth  above in (i),
              (ii) or (iii);

              (viii) Robert  Skinner or John R. Lund shall  cease to be a member
              of Maker's senior  management or shall cease to perform any of the
              material functions and duties currently  performed by such person;
              or

                                       3
<PAGE>


              (ix)   Maker  shall  unreasonably  modify or change  its method of
              accounting  or enter into,  modify,  or  terminate  any  agreement
              currently existing, or at any time hereafter entered into with any
              third party  accounting firm or service bureau for the preparation
              or storage  of its  accounting  records,  or restate or modify its
              financial  statements  for any period of time prior to the date of
              this Note.

       (b)    If any Event of Default occurs,  the full principal amount of this
       Note,  together with all accrued interest  thereon,  shall become, at the
       Payee's election,  immediately due and payable in cash. Commencing 5 days
       after  the  occurrence  of any  Event  of  Default  that  results  in the
       acceleration of this Note, the interest rate on this Note shall accrue at
       the rate of 18% per  annum,  or such  lower  maximum  amount of  interest
       permitted to be charged under  applicable law. The Payee need not provide
       and Maker hereby waives any presentment,  demand, protest or other notice
       of any kind, and the Payee may immediately and without  expiration of any
       grace period enforce any and all of its rights and remedies hereunder and
       all other remedies available to it under applicable law. Such declaration
       may be  rescinded  and  annulled  by Payee at any time  prior to  payment
       hereunder.  No such  rescission or annulment  shall affect any subsequent
       Event of Default or impair any right consequent thereon.

       4.     MOST FAVORED NATIONS.  The Payee shall have the right, in its sole
discretion,  to convert the principal balance of this Note then outstanding plus
accrued but unpaid  interest,  in whole or in part, into securities of the Maker
(or its successor or parent)  being issued in any private or public  offering of
equity  securities  or  indebtedness  of the Maker (or its  successor or parent)
consummated  while this Note is  outstanding,  upon the terms and  conditions of
such offering,  at a rate equal to, for each $1 of principal amount of this Note
surrendered,  $1 of new  consideration  offered for such  securities.  By way of
example, if the Payee wishes to surrender $100,000 principal amount of this Note
to  the  Maker  as   consideration   for  the  purchase  of  new  securities  or
indebtedness,  the Payee shall receive,  and the Maker shall issue,  $100,000 of
new  securities or  indebtedness  to the Payee,  otherwise on the same terms and
conditions as the other participants.

       5.     NEGATIVE  COVENANTS.  So  long  as any  portion  of  this  Note is
outstanding,  the Maker will not and will not permit any of its  Subsidiaries to
directly or indirectly:

              a)     other than  Permitted  Indebtedness,  enter  into,  create,
       incur, assume, guarantee or suffer to exist any indebtedness for borrowed
       money of any kind, including but not limited to, a guarantee,  on or with
       respect to any of its property or assets now owned or hereafter  acquired
       or any interest therein or any income or profits therefrom;

              b)     other than  Permitted  Liens,  enter into,  create,  incur,
       assume or suffer to exist any liens of any kind,  on or with  respect  to
       any of its property or

                                       4
<PAGE>


       assets now owned or  hereafter  acquired or any  interest  therein or any
       income or profits therefrom;

              c)     amend its  certificate  of  incorporation,  bylaws or other
       charter documents so as to adversely affect any rights of the Payee;

              d)     except  as  contractually  required  by the Maker as of the
       date of  issuance  of this  Note,  repay,  repurchase  or offer to repay,
       repurchase  or  otherwise  acquire  more  than  a de  minimis  number  of
       securities;

              e)     enter  into  any  agreement  with  respect  to  any  of the
       foregoing; or

              f)     pay  cash   dividends  or   distributions   on  any  equity
       securities of the Maker.

              "PERMITTED  INDEBTEDNESS"  shall mean (a) the  indebtedness of the
       Maker existing on the date of issuance of this Note and (b)  indebtedness
       incurred  by the  Maker  that  does not  mature or  require  payments  of
       principal  prior to the four year  anniversary of the date of issuance of
       this Note and is made  expressly  subordinate  in right of payment to the
       indebtedness  evidenced by this Note, as reflected in a written agreement
       acceptable to the Payee and approved by the Payee in writing.

              "PERMITTED   LIEN"  shall  mean  the   individual  and  collective
       reference to the following:  (a) liens for taxes,  assessments  and other
       governmental   charges  or  levies  not  yet  due  or  liens  for  taxes,
       assessments and other  governmental  charges or levies being contested in
       good faith and by appropriate proceedings for which adequate reserves (in
       the good  faith  judgment  of the  management  of the  Maker)  have  been
       established in accordance with generally accepted accounting  procedures,
       (b) liens  imposed by law which were  incurred in the ordinary  course of
       business,  such  as  carriers',   warehousemen's  and  mechanics'  liens,
       statutory  landlords'  liens,  and other  similar  liens  arising  in the
       ordinary course of business,  and (x) which do not individually or in the
       aggregate materially detract from the value of such property or assets or
       materially impair the use thereof in the operation of the business of the
       Maker and its consolidated  subsidiaries or (y) which are being contested
       in good faith by  appropriate  proceedings,  which  proceedings  have the
       effect of  preventing  the  forfeiture  or sale of the  property or asset
       subject  to such  lien  and (c)  liens  granted  to VASCO  Data  Security
       International,   Inc.   ("VASCO")  on  the  following   collateral:   the
       IDENTIPRISE   SECUREDUSER   software  plus  any  and  all   enhancements,
       improvements or modifications made to it, (ii) the customer contract with
       Integic  Corporation and accounts  receivable from the Integic  contract,
       (iii) the fixed assets  acquired by the Maker from VASCO and (iv) any and
       all proceeds and products  which Secured  receives or which it may become
       entitled to receive on account of any sale, exchange, collection or other
       disposition of all of the above, or any part thereof.

                                       5
<PAGE>


       6.     NO WAIVER  OF  PAYEE'S  RIGHTS.  All  payments  of  principal  and
interest shall be made without setoff,  deduction or  counterclaim.  No delay or
failure on the part of the Payee in  exercising  any of its  options,  powers or
rights,  nor any  partial or single  exercise of its  options,  powers or rights
shall constitute a waiver thereof or of any other option, power or right, and no
waiver on the part of the Payee of any of its  options,  powers or rights  shall
constitute a waiver of any other  option,  power or right.  Maker hereby  waives
presentment of payment,  protest,  and all notices or demands in connection with
the delivery,  acceptance,  performance,  default or  endorsement  of this Note.
Acceptance  by the Payee of less than the full amount due and payable  hereunder
shall in no way limit the right of the Payee to require full payment of all sums
due and payable hereunder in accordance with the terms hereof.

       7.     MODIFICATIONS.  No  term  or  provision  contained  herein  may be
modified, amended or waived except by written agreement or consent signed by the
party to be bound thereby.

       8.     CUMULATIVE RIGHTS AND REMEDIES;  USURY. The rights and remedies of
Payee  expressed  herein  are  cumulative  and not  exclusive  of any rights and
remedies  otherwise  available  under this Note,  the  Security  Agreements,  or
applicable law  (including at equity).  The election of Payee to avail itself of
any one or more  remedies  shall not be a bar to any other  available  remedies,
which Maker agrees  Payee may take from time to time.  If it shall be found that
any interest due hereunder shall violate  applicable laws governing  usury,  the
applicable  rate of  interest  due  hereunder  shall be reduced  to the  maximum
permitted rate of interest under such law.

       9.     USE OF  PROCEEDS.  Other  than the  regularly  scheduled  interest
payments on the current debt due to VASCO Data Security  International,  Inc., a
Delaware corporation,  pursuant to that Note dated July 7, 2003 in the principal
amount of  $1,073,093.83  accruing  interest  at the rate of 6.00% per annum and
maturing in July 2006, Maker shall use the proceeds from this Note hereunder for
working capital  purposes and not for the satisfaction of any portion of Maker's
or  subsidiary's  debt (other  than  payment of trade  payables in the  ordinary
course of Maker's  business  and prior  practices),  to redeem any of Maker's or
subsidiary's equity or equity-equivalent securities or to settle any outstanding
litigation.

       10.    COLLECTION  EXPENSES.   If  Payee  shall  commence  an  action  or
proceeding to enforce this Secured  Promissory  Note, then Maker shall reimburse
Payee for its costs of collection  and  reasonable  attorneys fees incurred with
the investigation, preparation and prosecution of such action or proceeding.

       11.    SEVERABILITY. If any provision of this Note is declared by a court
of competent  jurisdiction to be in any way invalid,  illegal or  unenforceable,
the  balance  of this Note  shall  remain in  effect,  and if any  provision  is
inapplicable  to any  person  or  circumstance,  it  shall  nevertheless  remain
applicable to all other persons and circumstances. If it shall be found that any
interest or other amount deemed interest due

                                       6
<PAGE>


hereunder shall violate  applicable laws governing usury, the applicable rate of
interest  due  hereunder  shall  automatically  be lowered to equal the  maximum
permitted rate of interest.

       12.    SUCCESSORS AND ASSIGNS.  This Note shall be binding upon Maker and
its  successors  and shall inure to the benefit of the Payee and its  successors
and assigns.  The term "Payee" as used herein,  shall also include any endorsee,
assignee or other holder of this Note.

       13.    LOST OR STOLEN  PROMISSORY  NOTE.  If this  Note is lost,  stolen,
mutilated or otherwise destroyed, Maker shall execute and deliver to the Payee a
new promissory  note  containing  the same terms,  and in the same form, as this
Note.  In such  event,  Maker  may  require  the  Payee to  deliver  to Maker an
affidavit of lost  instrument  and customary  indemnity in respect  thereof as a
condition to the delivery of any such new promissory note.

       14.    DUE  AUTHORIZATION.  This Note has been duly authorized,  executed
and delivered by Maker and is the legal obligation of Maker, enforceable against
Maker in  accordance  with its  terms.  No  consent  of any  other  party and no
consent,  license,  approval or authorization of, or registration or declaration
with,  any  governmental  authority,  bureau or agency is required in connection
with the execution,  delivery or  performance  by the Maker,  or the validity or
enforceability  of this Note other than such as have been met or  obtained.  The
execution,  delivery and  performance of this Note and all other  agreements and
instruments  executed and  delivered or to be executed  and  delivered  pursuant
hereto or thereto or the  securities  issuable upon  conversion of this will not
violate any  provision of any existing law or  regulation or any order or decree
of any court,  regulatory  body or  administrative  agency or the certificate of
incorporation  or by-laws of the Maker or any mortgage,  indenture,  contract or
other  agreement  to which  the  Maker is a party or by which  the  Maker or any
property or assets of the Maker may be bound.

       15.    GOVERNING  LAW.  All  questions   concerning   the   construction,
validity,  enforcement and  interpretation of this Note shall be governed by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without  regard to the  principles  of conflicts of law thereof.  Each of
Maker and Payee agree that all legal proceedings concerning the interpretations,
enforcement and defense of this Note shall be commenced in the state and federal
courts  sitting  in the City of New York,  Borough of  Manhattan  (the "New York
Courts").  Each of Maker and Payee hereby  irrevocably  submit to the  exclusive
jurisdiction  of the  New  York  Courts  for  the  adjudication  of any  dispute
hereunder  (including with respect to the enforcement of this Note),  and hereby
irrevocably  waives, and agrees not to assert in any suit, action or proceeding,
any claim  that it is not  personally  subject to the  jurisdiction  of any such
court, that such suit, action or proceeding is improper. Each of Maker and Payee
hereby  irrevocably  waive  personal  service of process and consents to process
being served in any such suit,  action or  proceeding  by mailing a copy thereof
via  registered  or  certified  mail or  overnight  delivery  (with  evidence of
delivery) to the other at the address in effect for notices to it

                                       7
<PAGE>


under  this  Note  and  agrees  that  such  service  shall  constitute  good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. Each of Maker and Payee hereby  irrevocably waive, to the fullest extent
permitted  by  applicable  law,  any and all right to trial by jury in any legal
proceeding  arising  out  of or  relating  to  this  Note  or  the  transactions
contemplated hereby.

       16.    NOTICE. Any and all notices or other  communications or deliveries
to be  provided  by the Payee  hereunder,  including,  without  limitation,  any
conversion notice, shall be in writing and delivered  personally,  by facsimile,
sent by a nationally  recognized  overnight courier service or sent by certified
or registered mail, postage prepaid, addressed to the Maker, Robert Skinner, CEO
and  President,  facsimile  number  (888)  445-4467,  or such  other  address or
facsimile  number as the Maker may  specify  for such  purposes by notice to the
Payee delivered in accordance with this paragraph.  Any and all notices or other
communications  or deliveries to be provided by the Maker  hereunder shall be in
writing and delivered personally,  by facsimile, sent by a nationally recognized
overnight  courier  service or sent by certified  or  registered  mail,  postage
prepaid,  addressed to each Payee at the address of such Payee  appearing on the
books of the Maker,  or if no such address  appears,  at the principal  place of
business of the Payee. Any notice or other communication or deliveries hereunder
shall  be  deemed  given  and  effective  on the  earliest  of (i)  the  date of
transmission  if  delivered  by hand or by telecopy  that has been  confirmed as
received by 5:00 P.M. on a business  day, (ii) one business day after being sent
by nationally  recognized  overnight  courier or received by telecopy after 5:00
P.M. on any day, or (iii) five  business  days after being sent by  certified or
registered mail, postage and charges prepaid, return receipt requested.

       The  undersigned  signs  this  Note as a maker  and  not as a  surety  or
guarantor or in any other capacity.

                                        SECURED SERVICES, INC.

                                        By:  /s/ ROBERT SKINNER
                                             ------------------
                                        Name: Robert Skinner
                                        Title: President and CEO



                                       8