SECURED
      TERM PROMISSORY NOTE

    TALADIN,
      INC.


    


    
      	
              US
                $100,000.00

            	
              October
                27, 2006

            


    

    


    FOR
      VALUE
      RECEIVED, the undersigned, Taladin, Inc. (“Debtor”), hereby covenants and
      promises to pay to Victor T. Weber, (“Payee”), the principal sum of One Hundred
      Thousand and No/100 Dollars, ($100,000.00), together with interest thereon
      at a
      rate equal to twelve percent (12%) per annum, compounded annually, which shall
      be payable as follows:

    


    
      	
            	(a)	
              beginning
                on November 1, 2006, and continuing through December 2006, interest
                only
                is due and payable monthly as it
                accrues;

            


    

    


    
      	 	
              (c)

            	
              beginning
                on January 1, 2007, the unpaid principal balance and interest are
                due and
                payable in equal monthly installments of One Thousand Five Hundred
                Fifty-Six and No/100 Dollars ($1,556.00), and continuing through
                February
                1, 2008;

            


    

    


    
      	 	
              (d)

            	
              beginning
                on March 1, 2008, the monthly payments will increase to Two Thousand
                Eight
                Hundred Twenty-Two and 22 and 22/100 Dollars ($2,822.22) and continue
                to
                be payable in equal monthly installments on the first day of each
                month
                thereafter until July 1, 2011 (the “Maturity Date”), upon which date all
                outstanding principal and interest shall be due and payable in full.
                

            


    

    


    All
      payments shall be made
      at
      1613 Chaparrel Summit Drive, Las Vegas, NV 89117, or at such other place as
      the
      holder of this Note may designate
      by
      notice to the Debtor. 

    


    Payments
      shall be applied first to accrued interest and the remainder to reduction of
      the
      Principal Amount. 

    


    Debtor
      and Payee covenant and agree as follows:

    


    1. Prepayment.
      This
      Note may, at the option of the Debtor, be prepaid, in whole or in part, at
      any
      time through the due date of the final payment hereunder, in order of maturity.
      Subject to Paragraph 4, below, any such prepayment shall be without penalty
      or
      premium but shall include the payment of accrued interest, if any, on the amount
      prepaid to and including the date of prepayment. The Maturity Date shall remain
      the same and a new amortization schedule shall be prepared upon Payee’s receipt
      of any prepayment amount.

    


    2. Payee's
      Right of Acceleration.
      Upon
      the occurrence of an Event of Default, as said term is defined in Section
      3
      herein,
      the entire remaining principal balance and other fees and charges with respect
      to this Note shall, at Payee's option, become immediately due and
      payable.

     

    3. Default
      and Payee's Rights Upon Default.
      The
      following shall constitute an event of default (“Event of
      Default”):

     

    
      
        
        

      

      
        1
          of
          6

        
          

        

      

      
        
        

      

    

     

    a. if
      any
      payment required hereunder is not made when due or any default occurs in any
      instrument securing the payment of this Note; 

    


    b. if
      any
      payment required under that certain Secured Term Promissory Note dated February
      13, 2006 by Taladin, Inc., as debtor, to Strategic Growth Partners, LLC, as
      Payee, in the original principal amount of $150,000, is not made when due or
      any
      default occurs in any instrument securing the payment of such Secured Term
      Promissory Note;

    


    c. if
      any
      payment required under that certain Secured Term Promissory Note dated February
      13, 2006 by Taladin, Inc., as debtor, to Tara Financial Services, Inc., as
      Payee, in the original principal amount of $450,000.00, is not made when
      due.

    


    d. if
      any
      payment required under that certain Royalty Agreement of even date herewith
      by
      and between NOW Solutions, Inc. and Payee is not made when due; and

    


    If
      any
      Event of Default occurs, then from the date such Event of Default occurs until
      it is cured or waived in writing, in addition to any agreed upon charges, the
      then outstanding principal balance of this Note shall thereafter bear interest
      at a rate of eighteen (18%) percent per annum (the “Default Rate”) computed on
      the basis of a year of three hundred sixty (360) days and actual days elapsed
      unless collection from the Debtor of interest at such rate would be contrary
      to
      applicable law, in which event such amount shall bear interest at the highest
      rate which may be collected from the Debtor under applicable law.

    


    4. Principal
      Pay-Down.
      Until
      such time as the amounts due pursuant to this Note have been paid in full,
      the
      principal due hereunder shall be prepaid at the rate of 1% of Excess New Sales.
      “Excess New Sales” are software sales by NOW Solutions, Inc. to new customers
      during a calendar year in an amount greater than $800,000.00. Additionally,
      if
      software sales by NOW Solutions, Inc. to new customers are greater than $1.5
      Million during a calendar year, then an additional 1.12% of such Excess New
      Sales will be paid towards the principal balance. 

    


    Furthermore,
      in addition to the foregoing and until such time as the amounts due pursuant
      to
      this Note have been paid in full, the principal due hereunder shall be prepaid
      at the rate of 5.05% of the Net Proceeds (as hereinafter defined) from any
      judgment, settlement, decree, agreement or order received by or entered into
      by
      or on behalf of NOW Solutions, Inc. related to the case styled VERTICAL
      COMPUTER SYSTEMS, INC., a member of NOW SOLUTIONS, LLC, suing in the Right
      of
      NOW SOLUTIONS, LLC, and VERTICAL COMPUTER SYSTEMS, INC., suing in its own Right
      v. ROSS SYSTEMS, INC., J. PATRICK TINLEY, GARY GYSELEN, and ARGLEN ACQUISITIONS,
      LLC,
      pending
      in the Supreme Court for the State of New York, New York County (Index Number
      600644/03) and the case styled Ross
      Systems, Inc. v. NOW Solutions, LLC,
      pending
      in the Supreme Court for the State of New York, New York County (Index Number
      600679/04). For purposes of this Agreement, “Net Proceeds” shall mean funds
      remaining after payment of legal fees and expenses to the law firm of Wolman
      Blair, P.L.L.C. (the “Firm”) and any additional direct costs incurred by the
      Firm or NOW Solutions, Inc. in connection with the above lawsuits. 

     

    
      
        
        

      

      
        2
          of
          6

        
          

        

      

      
        
        

      

    

     

    Any
      payments applied to principal pursuant to this Section 4, shall be applied
      to
      the principal balance pursuant to the terms of Section 1, Prepayment.
      Notwithstanding the foregoing, any such prepayments pursuant to this Section
      4
      shall be deemed a penalty.

     

    5. Conversion
      Option.
      All or
      any portion of the unpaid principal of this Note, plus accrued interest hereon,
      shall be convertible, at the option of Payee, into shares of Common Stock,
      $0.01
      par value, issued by Borrower (the “Common Stock”). At the time of any such
      conversion of the aggregate of the principal amount and accrued interest, or
      a
      portion thereof, the rights of the Payee with respect to such portion of the
      aggregate of the principal amount and accrued interest so converted shall cease
      and the Payee shall be deemed to have become the record holder of the Common
      Stock issuable upon such conversion. The Borrower covenants with the Payee
      that
      it will at all times reserve and keep available out of its authorized Common
      Stock and solely for the purpose of conversion as provided herein, and
      conditionally allot to the Payee, such number of shares of Common Stock as
      shall
      then be issuable upon the conversion of this Note. The Borrower covenants with
      the Payee that all shares of Common Stock which shall be so issuable shall
      be
      duly and validly issued as fully-paid and non-assessable.

     

    
      The
        Common Stock into which this Note may be converted shall be referred to herein
        as the “Conversion
        Shares.”
The
        entire principal amount of this Note and accrued interest thereon may be
        converted into shares of Common Stock equal to 0.83% of outstanding Common
        Stock
        at the time of conversion. In the event only a portion of the unpaid principal
        of this Note plus accrued interest thereon is converted, the number of
        Conversion Shares shall be determined by dividing (a) such converted portion
        of
        the unpaid principal of this Note plus accrued interest thereon by (b) the
        aggregate of the principal amount of this Note and accrued interest thereon,
        and
        multiplying such quotient by the number of shares of Common Stock equal to
        5% of
        outstanding Common Stock at the time of conversion. Notwithstanding the
        foregoing, in no event shall the aggregate number of Conversion Shares exceed
        0.83% of outstanding Common Stock at the time of the first conversion hereunder.
        Upon any such conversion, the Payee shall execute any and all customary and
        appropriate documents to implement the foregoing.

    

     

     

     6.
      Conversion
      Procedures.
      Payee
      may exercise its conversion right by giving written notice (the “Conversion
      Notice”)
      to the
      Borrower of the exercise of such right. The conversion of this Note
      (or
      such portion thereof as Payee shall determine) will be deemed to have been
      effected as of the date of receipt of the Conversion Notice (the “Conversion
      Date”).

      

    Within
      two business days of the Conversion Date, the Payee shall surrender this Note
      at
      the principal office of the Borrower, for replacement or cancellation.


     

    Within
      two business days of the surrender of the Note by Payee, the Borrower will
      deliver to the converting Payee (a) a certificate or certificates representing
      Conversion Shares and (b) a replacement note for the unconverted principal
      balance (if any) of this Note. Borrower agrees that its issuance of this Note
      shall constitute full authority to its officers, agents, and transfer agents
      who
      are charged with the duty of executing and issuing stock certificates to execute
      and issue the necessary certificates for shares of Common Stock upon the
      conversion of this Note.

     

    
      
        
        

      

      
        3
          of
          6

        
          

        

      

      
        
        

      

    

     

    On
      the
      Conversion Date, the rights of the Payee of this Note to receive payment of
      such
      portion of the principal and interest as Payee has converted hereunder will
      cease and the person or persons in whose name or names any certificate or
      certificates for Conversion Shares are to be issued upon such conversion will
      be
      deemed to have become the holder or holders of record of the shares represented
      thereby. 

     

    The
      issuance of certificates for the Conversion Shares will be made without charge
      to the Payee for any issuance tax in respect thereof or other cost incurred
      by
      the Borrower in connection with such conversion and the related issuance of
      Conversion Shares.

     

    If
      any
      fractional interest in Conversion Shares would be deliverable upon any
      conversion of this Note, in lieu of delivering the fractional share therefor,
      the number of Conversion Shares shall be rounded to the nearest whole
      number.

     

    7. Savings
      Clause.
      Interest on the debt evidenced by this Note will not exceed the maximum rate
      or
      amount of nonusurious interest that may be contracted for, taken, reserved,
      charged, or received under law. Any interest in excess of that maximum amount
      will be credited on the Principal Amount or; if the Principal Amount has been
      paid, refunded. On any acceleration or required or permitted prepayment, any
      excess interest will be canceled automatically as of the acceleration or
      prepayment or, if the excess interest has already been paid, credited on the
      Principal Amount or, if the Principal Amount has been paid, refunded. This
      provision overrides any conflicting provisions in this Note and all other
      instruments concerning the debt.

     

    8. General
      Provisions.

    


    8.1 If
      this
      Note is not paid when due, or upon the occurrence of an Event of Default, the
      Debtor further promises to pay all costs of collection, foreclosure fees,
      reasonable attorneys' fees and expert witness fees incurred by the Payee,
      whether or not suit is filed hereon.

    


    8.2 The
      undersigned hereby consents to any and all renewals, replacements and/or
      extensions of time for payment of this Note before, at or after
      maturity.

    


    8.3 No
      delay
      or omission on the part of the Payee of this Note in exercising any right shall
      operate as a waiver thereof or of any other right.

    


    8.4 No
      waiver
      by the Payee of this Note upon any one occasion shall be effective unless in
      writing nor shall it be construed as a bar or waiver of any right or remedy
      on
      any future occasion.

    


    8.5 All
      the
      terms of this Note shall be binding upon and incur to the benefit of and be
      enforceable by the parties hereto and their respective heirs, representatives,
      successors and assigns, whether or not so expressed. 

    


    8.6 Time
      is
      of the essence for the performance by the undersigned of the obligations set
      forth in this Note.

     

    
      
        
        

      

      
        4
          of
          6

        
          

        

      

      
        
        

      

    

     

    8.7 Should
      any one or more of the provisions of this Note be determined illegal or
      unenforceable, all other provisions shall nevertheless remain
      effective.

    


    8.8 This
      Note
      cannot be changed, modified, amended or terminated orally.

    


    8.9 This
      Note
      shall be governed by, construed and enforced in accordance with the laws of
      the
      State of California without reference to the principles of conflicts of laws
      thereof. 

     

    8.10 The
      Debtor shall have forty-five (45) days to cure a payment default after notice
      of
      default thereof sent to Debtor by or on behalf of Payee. 

    


    8.11 Principal
      of, and interest on, this Note shall be payable in lawful money of the United
      States of America. If a payment hereunder becomes due and payable on a Saturday,
      Sunday or legal holiday, the due date thereof shall be extended to the next
      succeeding business day, and interest shall not accrue until such next
      succeeding business day.

    


    8.12 ANY
      LEGAL
      ACTION OR PROCEEDING WITH RESPECT TO ANY DISPUTE WILL BE TRIED IN A COURT OF
      COMPETENT JURISDICTION BY A JUDGE WITHOUT A JURY. DEBTOR WAIVES ANY RIGHT TO
      A
      JURY TRIAL IN ANY SUCH ACTION OR PROCEEDING AND ACKNOWLEDGES THAT YOUR
      ACCEPTANCE OF THIS NOTE CONSTITUTES YOUR WAIVER OF ANY RIGHT TO A JURY TRIAL
      IN
      ANY SUCH ACTION OR PROCEEDING.

    


    8.13 The
      jurisdiction, venue and choice of law provision set forth herein will survive
      the termination of this Note.

    


    9. Security
      Agreement.
      This
      Note is secured by a security interest in certain of Debtor’s collateral as
      identified in that certain Security Agreement, between Debtor and Payee, dated
      as of October 27, 2006 (as the same has been amended, revised, or amended and
      restated from time to time, the “Security Agreement”). All of the terms and
      conditions of the Security Agreement are incorporated herein and made a part
      hereof. Nothing herein shall be deemed to limit any of the terms, provisions,
      conditions, representations, stipulations, or agreements contained in the
      Security Agreement or any other present or future document, instrument or
      agreement, between the Debtor and Payee, and all of Payee’s rights and remedies
      hereunder and thereunder are cumulative.

     

    10. Debtor
      and all guarantors, endorsers and sureties consent that Payee at any time may
      extend the time of payment of all or any part of the indebtedness secured
      hereby, or may grant any other indulgences.

     

    11. Except
      as
      otherwise stated herein, all notices, responses, requests, documents and service
      of legal process will be sufficiently given or served if mailed or delivered
      via
      certified mail, return receipt requested, or by a nationally recognized
      overnight delivery service: (a) to Debtor at 201 Main Street, Ste. 1175, Fort
      Worth, Texas 76102; and (b) to Payee at 1613 Chaparrel Summit Drive, Las Vegas,
      NV 89117, or such other address as the parties may specify from time to time
      in
      the manner required for notice set forth herein. Notices shall be effective:
      (a)
      if given by certified mail, on the fifth (5th)
      day
      after deposit in the mail with postage prepaid, addressed as aforesaid; and
      (b)
      if given by a nationally recognized overnight delivery service, on the business
      day following deposit with such service, addressed as aforesaid with receipt
      of
      delivery.

    


    
      
        
        

      

      
        5
          of
          6

        
          

        

      

      
        
        

      

    

    


    THIS
      NOTE CONTAINS A JURY WAIVER.

     

    DEBTOR:

    


    Taladin,
      Inc.

    a
      Texas
      corporation

     

    
      	 	 	 	 
	By:	 	 	 
	
              
                

              

              
                Luiz
                  C. Valdetaro,

                Secretary

              

            	 	 	
            
	 	 	 	 


    

     

    
      	
              STATE
                OF TEXAS

            	
              §

            
	 	
              §

            
	
              COUNTY
                OF TARRANT 

            	
              §

            


    

     

    On
      the
      ___th day of October in the year 2006, before me, the undersigned, a Notary
      Public in and for said State, personally appeared Luiz C. Valdetaro, Secretary
      of Taladin, Inc., personally known to me or proved to me on the basis of
      satisfactory evidence to be the individual whose name is subscribed to the
      within instrument and acknowledged to me that he executed the same in his
      capacity, and that by his signature on the instrument, the individual, or the
      person upon behalf of which the individual acted, executed the
      instrument.

    


    
      	 	 	 
	 	
              

              Notary
                Public in and for

              the
                State of Texas

            
	 	 


    

     

    
      
        
        

      

      
        6
          of
          6