THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
TACTICAL SOLUTION PARTNERS, INC.
FOR VALUE RECEIVED , Tactical Solution Partners, Inc., a Delaware corporation (the “ Company
”), promises to pay to the order of Scott Rutherford, an individual (“ Holder ”), the principal sum of Nine
Hundred and Forty Thousand, Five Hundred and Three Dollars and Four cents ($940,503.04), and to pay
interest on the outstanding principal balance of this Demand Promissory Note (this “ Note ”) in accordance with
Section 2 of this Note.
Glen Burnie, MD
January 11, 2006
Maturity . This Note shall be payable after three-hundred sixty-five (365) days from the date
hereof upon demand of Holder (the “ Maturity Date ”).
Interest . Interest shall begin to accrue on the outstanding principal balance of this Note
commencing on the date hereof and continuing until repayment of this Note in full at the rate of ten percent (10%)
per annum, compounding monthly and calculated on the basis of a 360 day year and actual days elapsed.
Prepayment . The outstanding principal balance and all accrued interest payable to Holder
hereunder may be prepaid without penalty prior to the Maturity Date and without the consent of Holder, in the
Company’s sole and absolute discretion.
The Company will be deemed to be in default (“ Default ”) hereunder upon the
occurrence of any of the following:
The failure by the Company to pay any amoun