Obligor File Name         Obligor #    Obligation Number Officer #   Amount
Secured Digital Storage   03800393956                    43696     $1,216,369.59
LLC
                                                    Dated as of January 31, 2009
Chicago, Illinois

                                    TERM NOTE

         This Note (as modified from time to time, the "Note") has been executed
by SECURED DIGITAL STORAGE LLC, a limited  liability company organized under the
law of the State of Nevada ("Borrower"),  with Borrower's principal residence or
office at 2001 Butterfield  Road, Suite #1050,  Downers Grove, IL 60515. If more
than one person or entity executes this Note,  "Borrower" refers to each of them
individually  and  some  or all of  them  collectively,  and  their  obligations
hereunder  shall  be joint  and  several.  Various  capitalized  terms  have the
meanings set forth in the Section entitled "DEFINITIONS."

1.    TERM LOAN.

         (a) FOR VALUE  RECEIVED,  on April 30,  2009 (the  "Scheduled  Maturity
Date"),  Borrower promises to pay to the order of THE NORTHERN TRUST COMPANY, an
Illinois banking  corporation  (hereafter,  together with any subsequent  holder
hereof,  called  "Lender"),  at its banking  office at 50 South LaSalle  Street,
Chicago,  IL 60603,  or at such other place as Lender may direct,  the principal
sum of One Million Two Hundred  Sixteen  Thousand  Three Hundred  Sixty-Nine and
59/100 United States  Dollars ($1 ,2 1  6,369.59)(the  "Loan") made by Lender to
Borrower  hereunder.  The Loan and the  Related  Documents  evidence  Borrower's
fulfillment of its  reimbursement  obligations to Lender for a draw made under a
letter of credit  previously issued by Lender at the request and for the account
of Borrower.  No funds will be advanced by Lender to Borrower upon the execution
and delivery of this Note.

         (b) Lender has no obligation to refinance this Note.

         (c)  Borrower  agrees to furnish  to Lender  such  certified  copies of
Constituent  Documents,  resolutions,  legal  opinions,  and other  documents as
Lender may request and in such form as Lender may request.

2.  DEFINITIONS.

 (a) As used in this Note the following terms shall have the indicated meanings:
         "Constituent   Documents"   means  the  articles  or   certificate   of
incorporation,   by-laws,   partnership   agreement,   certificate   of  limited
partnership,  limited liability company operating  agreement,  limited liability
company articles of organization, trust agreement, certificate of formation, and
all other  documents  and  instruments  pertaining  to the formation and ongoing
existence of any person or entity which is not a natural person.

         "Dollar" and "$" means  lawful  money of the United  States of America,
unless otherwise specified.

         "Event of Default"--see Section entitled "EVENTS OF DEFAULT."




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 "Guarantor" means MELLON ENTERPRISES  LIMITED  PARTNERSHIP and any other person
who now or hereafter guarantees payment or collection of all or any part of this
Note or provides any collateral for this Note.

         "Lender  Affiliate"  means Northern Trust  Corporation or any direct or
indirect subsidiary of Northern Trust Corporation (other than Lender itself).

         The term "person" includes both natural persons and organizations.

         "Related  Document(s)" means this Note as well as any note,  agreement,
guaranty,  Swap Agreement,  or other document or instrument  previously,  now or
hereafter delivered to Lender in connection with this Note.

         "Related  Party(ies)"  means any  Guarantor,  any  Subsidiary,  and any
general or limited partner,  controlling shareholder,  joint venturer, member or
manager, of Borrower.

         "Subsidiary"  means any  corporation,  partnership,  limited  liability
company,  joint  venture,  trust,  or other legal entity of which  Borrower owns
directly or indirectly 50% or more of the outstanding  voting stock or interest,
or of which Borrower has effective control, by contract or otherwise.

         "Swap  Agreement(s)"  means any  International  Swaps  and  Derivatives
Association,  Inc.  (ISDA)  Master  Agreement  and  Schedule  thereto,  and  any
confirmations or other related documents or agreements  thereunder pertaining to
interest rate swaps or similar products,  and any other documents or instruments
pertaining to interest rate swaps or similar  products,  in each case if entered
into with or through Lender or any Lender Affiliate.

         "Unmatured  Event of Default"  means any event or condition  that would
become an Event of Default with notice or the passage of time or both.

         (b) As  used  in  this  Note,  unless  otherwise  specified:  the  term
"including"  means  "including  without   limitation;"  the  term  "days"  means
"calendar  days";  and terms  such as  "herein,"  "hereof'  and words of similar
import refer to this Note as a whole. Unless otherwise defined herein, all terms
(including  those not  capitalized)  that are defined in the Uniform  Commercial
Code of Illinois  shall have the same  meanings  herein as in such Code, as such
Code may be amended from time to time (the "UCC").  Unless the context  requires
otherwise,  wherever used herein the singular  shall include the plural and vice
versa,  and the use of one gender shall also denote the others.  Captions herein
are for  convenience  of reference only and shall not define or limit any of the
terms or provisions hereof;  references herein to sections or provisions without
reference to the document in which they are  contained  are  references  to this
Note.

3.  INTEREST; PAYMENTS & PREPAYMENTS.
         (a) Borrower agrees to pay interest on the unpaid principal amount from
time  to  time  outstanding  hereunder  at  the  rate  per  year  equal  to  the
"Prime-Based  Rate",  which shall mean the greater  of(i) three  percent (3%) or
(ii) the Prime Rate plus two percent (2.000%). For purposes hereof, "Prime Rate"
means the rate  announced  from time to time by Lender  called  its prime  rate,
which at any time may not be the lowest rate  charged by Lender.  Changes in the
rate of interest  resulting from a change in the Prime Rate shall take effect on
the date set forth in each announcement of a change in the Prime Rate.  Borrower
may prepay  this Note  without  penalty or  premium,  provided  that any partial
prepayment shall be in the amount of at least $10,000.


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         (b) Notwithstanding the foregoing,  if an Event of Default has occurred
and is continuing,  Borrower  agrees to pay interest on the Loan until paid at a
rate equal to two  percent  (2%) in addition  to the rate  otherwise  applicable
under  this  Note (and in any event not less than the rate in effect on the date
the Event of Default first occurs).  Notwithstanding  the foregoing or any other
provision hereof or of any Related Document, in no event shall the interest rate
under this Note exceed the maximum interest rate allowed under applicable law.

         (c) Interest shall be computed for the actual number of days elapsed on
the basis of a year  consisting  of 360 days,  including the date a Loan is made
and  excluding  the  date a Loan or any  portion  thereof  is  paid or  prepaid.
Borrower agrees to pay accrued interest at maturity,  whether by acceleration or
otherwise. After maturity, whether by acceleration or otherwise,  interest shall
be payable on demand.

4.  CROSS-REFERENCES.
         (a)  This  Note  is  secured  without  limitation  as  provided  in the
following and all related documents, in each case as amended, modified, renewed,
restated or replaced from time to time:

Pledge Agreement dated as of December 14, 2007,  executed by MELLON  ENTERPRISES
LIMITED PARTNERSHIP

         (b) Payment of this Note has been unconditionally  guaranteed by MELLON
ENTERPRISES LIMITED PARTNERSHIP.

5. USE OF PROCEEDS.  Borrower  represents and warrants that the proceeds of this
Note were used solely for business  purposes,  and not for  personal,  family or
household use, within the meaning of Federal  Truth-in-Lending and similar state
laws and regulations.

6.  REPRESENTATIONS AND WARRANTIES.
         (a) Borrower represents and warrants to Lender that:

                 (i) Borrower's  exact complete legal name, type of organization
         and  jurisdiction  of organization or formation are as set forth in the
         preamble  hereto.  Borrower  has never been  organized or formed in any
         jurisdiction  other  than the  jurisdiction  set forth in the  preamble
         hereto.  During  the five (5)  years and six  months  prior to the date
         hereof:

                          (A)  Borrower  has not been  known by any  legal  name
                 different from the one set forth in the preamble hereto nor has
                 Borrower  been the  subject of any  merger,  consolidation,  or
                 other corporate or organizational reorganization.

                          (B)  Borrower's  place of business or, if Borrower has
                 more than one place of  business,  Borrower's  chief  executive
                 office has been at Borrower's address set forth in the preamble
                 hereto.

                 (ii)  Borrower  (if  Borrower is not a natural  person) and any
         Subsidiary are validly  existing and in good standing under the laws of
         their state of  organization or formation,  and are duly qualified,  in
         good standing and authorized to do business in each jurisdiction  where
         failure to do so might have a material  adverse  impact on the  assets,
         condition  or  prospects  of  Borrower.  The  execution,  delivery  and
         performance  of this  Agreement  and all Related  Documents  are within
         Borrower's  powers and have been  authorized  by all  necessary  action
         required by law and (unless  Borrower is a natural  person)  Borrower's
         Constituent Documents.

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     (iii) The  execution,  delivery and  performance  of this Agreement and all
   Related Documents have received any and all necessary  governmental approval,
   and do not and will not contravene or conflict with any provision of law, any
   Constituent Document or any agreement affecting Borrower or its property.

                  (iv)  There  has  been  no  material  adverse  change  in  the
         business,  condition,  properties,  assets,  operations or prospects of
         Borrower  or any Related  Party since the date of the latest  financial
         statements provided by or on behalf of Borrower or any Related Party to
         Lender.

                 (v)  Borrower  has filed or  caused  to be filed  all  federal,
         state,  and local tax returns  that are  required to be filed,  and has
         paid or has  caused to be paid all of its  taxes,  including  any taxes
         shown on such  returns  or on any  assessment  received  by it,  to the
         extent that such taxes have become due.

         (b)  The  request  or   application   for  any(the)  Loan  shall  be  a
representation  and  warranty  by  Borrower  as of the date of such  request  or
application  that:  (i) no Event of Default or  Unmatured  Event of Default  has
occurred and is continuing as of such date; and (ii) Borrower's  representations
and  warranties  herein and in any Related  Document  are true and correct as of
such date as though made on such date.

7.  EVENTS OF  DEFAULT.  Each of the  following  shall  constitute  an "Event of
Default":

         (a) (i) failure to pay,  when and as due,  any  principal,  interest or
other amounts payable hereunder or under any Related  Document;  (ii) failure to
comply with or perform any agreement or covenant of Borrower contained herein or
in any Related Document, which failure does not otherwise constitute an Event of
Default,  subject to any applicable  notice,  grace or cure period;  or (iii) if
Borrower or any Related Party is a natural  person,  failure to furnish or cause
to be furnished  to Lender when and as  requested by Lender,  but not more often
than once every twelve months,  fully completed personal financial statements of
Borrower or such Related Party on Lender's then-standard form together with such
supporting  information  pertaining  to  creditworthiness  of  Borrower  or such
Related Party as Lender may reasonably request; or

         (b) any  default,  event of  default,  or similar  event shall occur or
continue under any Related  Document,  and shall continue  beyond any applicable
notice, grace or cure period set forth in such Related Document; or

         (c) there  shall  occur any  default or event of  default,  any similar
event,  any event that requires the  prepayment of borrowed money or permits the
acceleration  of the  maturity  thereof,  or any event or  condition  that might
become any of the  foregoing  with notice or the passage of time or both,  under
the terms of any evidence of indebtedness  or other agreement  issued or assumed
or entered  into by  Borrower or any  Related  Party,  or under the terms of any
document or instrument  under which any such evidence of  indebtedness  or other
agreement  is issued,  assumed,  secured,  or  guaranteed,  and such event shall
continue beyond any applicable notice, grace or cure period; or

         (d) any representation,  warranty,  certificate,  financial  statement,
report,  notice,  or other writing  furnished by or on behalf of Borrower or any
Related Party to Lender is false or  misleading  in any material  respect on the
date as of which the facts therein set forth are stated or certified; or

         (e) this Note or any Related  Document,  including  any  guaranty of or
pledge of collateral security for this Note, shall be repudiated or shall become
unenforceable or incapable of performance in accord with its terms; or

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  (f) Borrower or any Related Party (in each case if not a natural person) shall
  fail  to  maintain  their  existence  in  good  standing  in  their  state  of
  organization or formation or shall fail to be duly qualified, in good standing
  and authorized to do business in each
    jurisdiction                            where   failure   to  do  so   would
                                            reasonably  be  expected  to  have a
                                            material   adverse   impact  on  the
                                            assets,  condition  or  prospects of
                                            Borrower or any Related Party; or

         (g)  Borrower  or any Related  Party  shall die,  be  declared  legally
incompetent,  dissolve,  liquidate,  merge,  consolidate,  or  cease  to  be  in
existence for any reason; or

         (h) any person or entity  presently  not in  control  of a Borrower  or
Related  Party which is not a natural  person shall obtain  control  directly or
indirectly of such a Borrower or Related  Party,  whether by purchase or gift of
stock or assets, by contract, or otherwise; or

         (i) any  proceeding  (judicial  or  administrative)  shall be commenced
against  Borrower or any Related Party,  or with respect to any of their assets,
which would  reasonably be expected to have a material and adverse effect on the
ability of Borrower to repay this Note;  or a judgment  or  settlement  shall be
entered or agreed to in any such proceeding  which would  reasonably be expected
to have a material  and adverse  effect on the ability of Borrower to repay this
Note; or any garnishment,  summons,  writ of attachment,  citation,  levy or the
Like is issued  against or served upon Lender for the attachment of any property
of Borrower or any Related Party in Lender's possession or control; or

         (j) Lender  shall not have a security  interest in any  collateral  for
this  Note,  of  first-priority  except as  allowed  by the  applicable  Related
Documents,  and enforceable in accord with the applicable Related Documents;  or
any notice of a federal tax lien against  Borrower or any Related Party shall be
filed with any public recorder; or

         (k) there shall be any material  loss or  depreciation  in the value of
any  collateral  for this Note for any reason (except that the preceding part of
this  subsection  shall  not  apply if  Borrower  and any  Related  Party are in
compliance with any "Minimum Liquidity Balance" or other specific borrowing base
or like  requirement  under all Related  Documents);  or Lender shall  otherwise
reasonably deem itself insecure;  or, unless expressly permitted by this Note or
the Related  Documents,  all or any part of any such  collateral  or any direct,
indirect,   legal,   equitable  or  beneficial  interest  therein  is  assigned,
transferred or sold without Lender's prior written consent; or

         (l)   any   bankruptcy,   insolvency,   reorganization,    arrangement,
readjustment,  liquidation,  dissolution,  or similar  proceeding,  domestic  or
foreign,  is instituted  by or against  Borrower or any Related  Party,  and, if
instituted  against  Borrower or any Related  Party,  shall not be  dismissed or
vacated within sixty (60) days after the filing or other institution thereof; or

         (m)  Borrower or any Related  Party shall become  insolvent,  generally
shall fail or be unable to pay its debts as they mature,  shall admit in writing
its inability to pay its debts as they mature,  shall make a general  assignment
for the benefit of its  creditors,  shall enter into any  composition or similar
agreement,  or shall suspend the transaction of all or a substantial  portion of
its usual business.

8.  DEFAULT REMEDIES.
         (a) Upon the  occurrence  and  during the  continuance  of any Event of
Default  specified in (a)(k) of the Section entitled "EVENTS OF DEFAULT," Lender
at its option may declare  this Note  (principal,  interest  and other  amounts)
immediately  due and payable  without notice or demand of any kind, ALL OF WHICH
ARE HEREBY EXPRESSLY  WAIVED BY BORROWER,  whereupon the entire unpaid principal
balance  of this Note,  all  interest  accrued  thereon,  and any other  amounts
payable  hereunder  shall  thereupon  at once mature and become due and payable.
Upon the occurrence of any
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Event of  Default  specified  in  (l)-(m)  of the  Section  entitled  "EVENTS OF
DEFAULT," this Note (principal, interest and other amounts) shall be immediately
and automatically due and payable without notice,  demand or other action of any
kind, ALL OF WHICH ARE HEREBY EXPRESSLY WAiVED BY BORROWER.  Upon the occurrence
and during the  continuance  of any Event of Default,  Lender may  exercise  any
rights and remedies under this Note,  any Related  Document or other document or
instrument (including any Related Document pertaining to collateral), and at law
or in equity.  The time of payment of this Note is also subject to  acceleration
if an Event of Default occurs.

         (b) Lender may,  by written  notice to  Borrower,  at any time and from
time to time,  waive any Event of Default or  Unmatured  Event of Default  which
shall be for such period and subject to such conditions as shall be specified in
any such notice.  In the case of any such waiver,  Lender and Borrower  shall be
restored to their former position and rights hereunder, and any Event of Default
or  Unmatured  Event of  Default  so waived  shall be deemed to be cured and not
continuing; but no such waiver shall extend to or impair any subsequent or other
Event of Default or Unmatured Event of Default.  No failure to exercise,  and no
delay in  exercising,  on the part of Lender of any  right,  power or  privilege
hereunder shall preclude any other or further  exercise  thereof or the exercise
of any other right, power or privilege. The rights and remedies of Lender herein
provided are cumulative and not exclusive of any rights or remedies  provided by
law.

     (c) ALL  CO-SIGNERS  AND  ENDORSERS  OF THIS  NOTE  ARE TO BE  REGARDED  AS
PRINCIPALS  AS TO THEIR  RESPECTIVE  JOINT AND  SEVERAL  LIABILITY  TO ANY LEGAL
HOLDER HEREOF. THE BORROWER, AND EACH OF THE GUARANTORS, SURETIES AND ENDORSERS,
HEREBY  EXPRESSLY  AND  SEVERALLY  WAIVE  GRACE,   AND  ALL  NOTICES,   DEMANDS,
PRESENTMENTS FOR PAYMENT,  NOTICE OF NONPAYMENT,  PROTEST AND NOTICE OF PROTEST,
NOTICE OF INTENT TO ACCELERATE,  NOTICE OF ACCELERATION OF THE  INDEBTEDNESS DUE
HEREUNDER,  AND  DILIGENCE IN  COLLECTING  THIS NOTE OR  ENFORCING  ANY SECURITY
RIGHTS OF LENDER  UNDER ANY DOCUMENT  SECURING  THIS NOTE,  AND AGREE:  (I) THAT
LENDER OR OTHER  LEGAL  HOLDER OF THIS NOTE MAY,  AT ANY TIME,  AND FROM TIME TO
TIME, ON REQUEST OF OR BY AGREEMENT WITH  BORROWER,  EXTEND THE DATE OF MATURITY
OF ALL OR ANY PART HEREOF,  WITHOUT NOTIFYING OR CONSULTING WITH ANY BORROWER OR
PRINCIPAL HEREOF, WHO SHALL REMAIN FULLY OBLIGATED FOR THE PAYMENT HEREOF;  (II)
THAT IT WILL NOT BE  NECESSARY  FOR  LENDER OR ANY  HOLDER  HEREOF,  IN ORDER TO
ENFORCE PAYMENT OF THIS NOTE, TO FIRST INSTITUTE OR EXHAUST ITS REMEDIES AGAINST
BORROWER OR OTHER  PARTY  LIABLE  THEREFOR OR TO ENFORCE ITS RIGHTS  AGAINST ANY
SECURITY FOR THIS NOTE;  AND (II!) TO ANY  SUBSTITUTION,  EXCHANGE OR RELEASE OF
ANY SECURITY  NOW OR  HEREAFTER  GIVEN FOR THIS NOTE OR THE RELEASE OF ANY PARTY
PRIMARILY OR SECONDARILY LIABLE HEREON.

9. NO INTEREST  OVER LEGAL RATE.  It is the intent of Lender and Borrower in the
execution of this Note and all other instruments now or hereafter  securing this
Note to contract in strict  compliance with applicable usury law. In furtherance
thereof,  Lender  and  Borrower  stipulate  and agree that none of the terms and
provisions  contained  in this  Note,  or in any other  instrument  executed  in
connection herewith, shall ever be construed to create a contract to pay for the
use,  forbearance  or  detention  of money,  interest at a rate in excess of the
maximum  interest rate  permitted to be charged by applicable  law; that neither
the undersigned nor any guarantors,  endorsers or other parties now or hereafter
becoming  liable for payment of this Note shall ever be obligated or required to
pay interest on this Note at a rate in excess of the maximum  interest  that may
be lawfully  charged  under  applicable  law;  and that the  provisions  of this
paragraph shall control over all other provisions of this Note and any other

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instruments  now or hereafter  executed in connection  herewith  which may be in
apparent  conflict  herewith.  The holder of this Note  expressly  disavows  any
intention to charge or collect excessive unearned interest or finance charges in
the event the maturity of this Note is accelerated. If the maturity of this Note
shall be  accelerated  for any reason or if the  principal  of this Note is paid
prior to the end of the term of this Note,  and as a result thereof the interest
received for the actual  period of existence of the Loan  evidenced by this Note
exceeds the applicable  maximum  lawful rate, the holder of this Note shall,  at
its option, either refund to the undersigned the amount of such excess or credit
the  amount of such  excess  against  the  principal  balance  of this Note then
outstanding and thereby shall render  inapplicable  any and all penalties of any
kind  provided by  applicable  law as a result of such excess  interest.  In the
event that Lender or any other holder of this Note shall contract for, charge or
receive  any  amount  or  amounts  and/or  any  other  thing of value  which are
determined to constitute  interest which would  increase the effective  interest
rate on this  Note to a rate in  excess  of  that  permitted  to be  charged  by
applicable  law, an amount equal to interest in excess of the lawful rate shall,
upon such  determination,  at the option of the  holder of this Note,  be either
immediately  returned  to the  undersigned  or credited  against  the  principal
balance of this Note then  outstanding,  in which event any and all penalties of
any kind  under  applicable  law as a result of such  excess  interest  shall be
inapplicable.  By execution of this Note Borrower  acknowledges that it believes
the Loan  evidenced by this Note to be  non-usurious  and agrees that if, at any
time, Borrower should have reason to believe that such loan is in fact usurious,
it will  give  the  holder  of  this  Note  notice  of  such  condition  and the
undersigned agrees that said holder shall have ninety (90) days in which to make
appropriate  refund or other adjustment in order to correct such condition if in
fact such exists.  The term "applicable law" as used in this Note shall mean the
laws of the State of Illinois or the laws of the United  States,  whichever laws
allow the greater rate of interest,  as such laws now exist or may be changed or
amended or come into effect in the future.

10. PAYMENTS, ETC. All payments hereunder shall be made in immediately available
funds,  and shall be applied  first to accrued  interest and then to  principal;
however, if an Event of Default occurs, Lender may, in its sole discretion,  and
in such order as it may choose, apply any payment to interest,  principal and/or
lawful  charges and expenses then  accrued.  Borrower  shall  receive  immediate
credit on payments  received  during  Lender's  normal  banking hours if made in
cash,  immediately  available  funds,  or by debit to  available  balances in an
account at Lender;  otherwise payments shall be credited after clearance through
normal banking  channels.  Borrower  authorizes  Lender to charge any account of
Borrower maintained with Lender for any amounts of principal,  interest,  taxes,
duties,  or other  charges or  amounts  due or  payable  hereunder  or under any
Related Document, with the amount of such payment subject in Lender's discretion
to  availability  of  collected  balances.  All  payments  shall be made without
deduction  for or on account of any  present  or future  taxes,  duties or other
charges  levied or imposed on this Note, the proceeds,  Lender,  Borrower or any
Related Party by any government or political subdivision thereof. Borrower shall
upon request of Lender pay all such taxes,  duties or other  charges in addition
to principal and interest, including all documentary stamp and intangible taxes,
but excluding income taxes based solely on Lender's income.

11. SETOFF. If an Event of Default has occurred and is continuing,  then, to the
maximum  extent  permitted by law, any  account,  deposit or other  indebtedness
owing by Lender to Borrower,  and any  securities or other  property of Borrower
delivered to or left in the  possession of Lender or any affiliate or subsidiary
of  Lender,  or its or their  nominee or  bailee,  may (at any time and  without
notice of any kind) be set off against and applied in payment of any  obligation
hereunder or under any Related Document.

12. NOTICES.  Except as and if otherwise provided herein, all notices,  requests
and demands to or upon the  respective  parties  hereto  shall be in writing and
shall be deemed to have been given or made five business days after a record has
been deposited in the mail, postage prepaid,  or one business day after a record
has been deposited with a recognized overnight courier, charges prepaid or to be
billed to the  sender,  or on the day of  delivery if  delivered  manually  with
receipt acknowledged, in each case addressed

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or delivered if to Lender to its banking office indicated in the preamble hereto
(Attention:  Private Banking) and if to Borrower to its address set forth in the
preamble  hereto,  or to such other  address as may be hereafter  designated  in
writing  by the  respective  parties  hereto  by a notice  in  accord  with this
Section.

13.  MISCELLANEOUS.  This Note,  the  Related  Documents,  and any  document  or
instrument  executed in connection  herewith or  therewith,  unless in each case
otherwise  specifically provided therein: (I) shall be governed by and construed
in  accordance  with the internal  law of the State of  Illinois,  except to the
extent  if any  that  the  UCC  provides  for  the  application  of the law of a
different  State; and (ii) shall be deemed to have been executed in the State of
Illinois.   This  Note  shall  bind  Borrower,   its(his)(her)  heirs,  trustees
(including   successor   and   replacement   trustees),    executors,   personal
representatives,  successors  and  assigns,  and shall  inure to the  benefit of
Lender,  its  successors  and assigns,  except that Borrower may not transfer or
assign any rights or obligations  hereunder without the prior written consent of
Lender.  Borrower agrees to pay upon demand all expenses  (including  reasonable
attorneys' fees, legal costs and expenses, and time charges of attorneys who may
be employees of Lender,  in each case whether in or out of court, in original or
appellate proceedings or in bankruptcy) incurred or paid by Lender in connection
with the enforcement or preservation of its rights hereunder,  under any Related
Document, or under any document or instrument executed in connection herewith or
therewith.

14.  WAIVER  OF JURY  TRIAL,  ETC.  BORROWER  AND (BY ITS  ACCEPTANCE  HEREOF AS
EVIDENCED BY ITS MAKING OF THE LOAN(S)) LENDER HEREBY IRREVOCABLY AGREE THAT ALL
SUITS,  ACTIONS OR OTHER  PROCEEDINGS  WITH  RESPECT  TO,  ARISING  OUT OF OR IN
CONNECTION WITH THIS NOTE OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION
IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE
COUNTY IN SUCH STATE WHERE THE OFFICE OF LENDER INDICATED IN THE PREAMBLE HERETO
IS LOCATED. BORROWER AND (BY ITS ACCEPTANCE HEREOF AS EVIDENCED BY ITS MAKING OF
THE LOAN(S)) LENDER HEREBY CONSENT AND SUBMIT TO THE  JURISDICTION OF ANY LOCAL,
STATE OR FEDERAL  COURT LOCATED IN OR HAVING  JURISDICTION  OVER SUCH COUNTY AND
STATE, AND HEREBY VOLUNTARILY,  KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE
ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO HAVE A JURY  PARTICIPATE  IN RESOLVING
ANY DISPUTE  (WHETHER BASED UPON CONTRACT,  TORT OR OTHERWISE)  BETWEEN OR AMONG
BORROWER  AND LENDER  ARISING  OUT OF OR IN ANY WAY  RELATED  TO THIS NOTE,  ANY
RELATED DOCUMENT,  OR ANY RELATIONSHIP BETWEEN LENDER AND BORROWER,  TO TRANSFER
OR  CHANGE  THE  VENUE OF ANY  SUIT,  ACTION  OR  OTHER  PROCEEDING  BROUGHT  IN
ACCORDANCE  WITH THIS  SECTION,  OR TO CLAIM THAT ANY SUCH  PROCEEDING  HAS BEEN
BROUGHT IN AN INCONVENIENT  FORUM. NO PARTY HERETO MAY SEEK OR RECOVER  PUNITIVE
DAMAGES IN ANY PROCEEDING  BROUGHT UNDER OR IN CONNECTION  WITH THIS NOTE OR ANY
RELATED DOCUMENT.  THIS PROVISION IS A MATERIAL  INDUCEMENT TO LENDER TO PROVIDE
THE LOAN(S).

To the maximum extent  permitted by applicable law, Lender is hereby  authorized
by Borrower  without  notice to  Borrower to fill in any blank  spaces and dates
herein or in any  Related  Document  to conform to the terms of the  transaction
and/or understanding evidenced hereby.

THIS NOTE AND THE RELATED  DOCUMENTS  REPRESENT THE FINAL AGREEMENT  BETWEEN THE
PARTIES AND MAY NOT BE  CONTRADICTED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL
AGREEMENTS BETWEEN THE PARTIES.

                                                                8 of 9


<PAGE>



                                    BORROWER:
SECURED DIGITAL STORAGE LLC



By:
    DOUGLAS STUKEL, MANAGER


<PAGE>



                                   CERTIFICATE
             NO AMENDMENT TO ARTICLES OF ORGANIZATION AND OPERATING
                                    AGREEMENT



                 The  undersigned  does  hereby  certify  that the  Articles  of
Organization  and Operating  Agreement of SECURED  DIGITAL STORAGE LLC, a Nevada
limited liability company, as previously furnished to The Northern Trust Company
under Certificate(s)  dated December 12, 2007, have not been amended,  modified,
terminated or rescinded in any respect since such date, and remain in full force
and effect.


                 Dated as of January 31, 2009.




                                   SIGNATURE _______________________
                                             Douglas Stukel, Manager





























<PAGE>






                                   CERTIFICATE
                        BORROWING RESOLUTION & INCUMBENCY
                            LIMITED LIABILITY COMPANY

      The  undersigned  certifies that set forth below is a copy of a Resolution
of the  members and  managers of SECURED  DIGITAL  STORAGE  LLC, a South  Dakota
limited  liability company  ("Borrower")  which Resolution was properly adopted,
has not been modified or rescinded, and is still in effect:

      "BE IT RESOLVED THAT:

      "1. Borrower  borrow from The Northern Trust Company  (`Lender') an amount
not to exceed One Million Two Hundred Sixteen  Thousand Three Hundred Sixty Nine
and 59/100 UNITED STATES  DOLLARS  ($1,216,369.59)  at any one time  outstanding
pursuant to the terms of the Master Note (the  foregoing  document(s),  together
with any related documents and instruments,  being  collectively  referred to as
the `Loan Document(s)') filed with this resolution.

      "2. The form of the Loan Document(s) is approved.

      "3. Any member or manager  of  Borrower,  or any  officer of any member or
manager of Borrower which is a corporation,  be and each hereby is, acting alone
or jointly,  designated  to execute and  deliver  the Loan  Documents  with such
changes as (s)he may approve as  evidenced  by his (her)  execution  of the Loan
Documents;  that any member or manager of Borrower, or any officer of any member
or manager of Borrower  which is a  corporation,  be and each hereby is,  acting
alone or jointly,  authorized to request borrowings under the Loan Documents, to
execute and deliver from time to time any other  documents  and  instruments  in
connection  therewith,  whether  or not  specifically  referenced  in  the  Loan
Documents,  and to take any actions  deemed  necessary  or  appropriate  by such
person  to carry  out the  provisions  of the  Loan  Documents  and  such  other
documents  and  instruments;  that any  member or manager  of  Borrower,  or any
officer of any member or manager of Borrower which is a corporation, be and each
hereby is, acting alone or jointly,  authorized to grant security  interests in,
mortgage,  pledge,  or assign any  property,  whether  owned or  claimed,  real,
personal,  or other  (including  rights  therein or  thereto,  intangibles,  and
securities),  from time to time as collateral for the borrowings and performance
of obligations undertaken in respect of the borrowings, and to execute from time
to time  agreements,  documents,  and  amendments  as are  deemed  necessary  or
appropriate by such person to collateralize  the borrowings and maintain a prior
and perfected security interest in the collateral in Lender.

      "4. Any actions of the type set forth above previously taken by any of the
foregoing persons are hereby approved, adopted and ratified."

      The undersigned does hereby further personally certify that he is the sole
manager of Borrower.

      Dated as of January 31, 2009.


                                  SIGNATURE ________________________
                                            Douglas Stukel, Manager







<PAGE>






      The  undersigned  [MAY NOT BE THE SAME  PERSON  WHO  SIGNS  ABOVE]  hereby
certifies that the person who executed the foregoing portion of this Certificate
on behalf of Borrower has been duly elected or appointed as Manager of Borrower,
and that set forth above is the signature of such person.

                                        SIGNATURE_______________________

                                        PRINT NAME _____________________


                                        TITLE __________________________

                                        SECURED DIGITAL STORAGE LLC


*These two blanks should be the same.