PROMISSORY NOTE

FOR VALUE RECEIVED, CORE SYSTEMS INCORPORATED, a California corporation ("Maker"), unconditionally promises to pay to C ACQUISITION CORP., a Delaware corporation ("Holder"), or order, at such address as Holder shall designate by written notice to Maker, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000) with interest from the date of this Note on unpaid principal at the rate of six percent (6%) per annum.

The Maker shall make an initial principal payment of $500,000 on or before December 24, 2008. No interest shall accrue with respect to such initial principal payment until and after its due date.

Thereafter, the remaining principal and accrued interest shall be paid in equal monthly installments of principal and interest, evenly amortized over a period of sixty (60) months commencing on February 1, 2009 and continuing on the first day of each month thereafter until paid in full. Payments shall be applied first to accrued interest and the balance to principal.

All principal and interest payments shall be made in lawful money of the United States. Time is of the essence for each and every obliga­tion under this Note. Maker shall be entitled to prepay any or all of the principal at any time without penalty. Maker shall be entitled to a prepayment discount in the amount of ten percent (10%) of the principal balance then outstanding in the event that Maker prepays the entire balance of principal and accrued interest.

In the event of the occurrence of any one or more of the following events, the whole sum of unpaid principal and accrued interest shall become immediately due and payable at the option of the Holder:

1.           Failure to pay an installment of interest or principal when due if such failure continues for a period of five (5) days after such installment is due;

2.           Any breach or default by Maker under the Security Agreement given to secure this Note;

3.           Insolvency (however evidenced) or the commission of any act of insolvency;

4.