SECURED PROMISSORY NOTE

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, Timeline, Inc., a Washington corporation (the “ Borrower ”), promises to pay to Global Software, Inc., a North Carolina corporation (the “ Holder ”), or its successors or assigns, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “ Principal Amount ”) together with interest accruing from the date hereof at a rate of six percent (6%) per annum on the unpaid balance until paid or until default, payable in lawful money of the United States of America. This Secured Promissory Note (this “ Note ”) is issued by the Borrower to the Holder in connection with that certain Letter of Intent between the parties dated as of May 6, 2005 (the “ Letter of Intent ”). Any capitalized term not otherwise defined herein shall have the meaning ascribed to such term in the Letter of Intent.

The Principal Amount and accrued interest outstanding under this Note shall be repaid upon the earlier of (i) July 31, 2005, (ii) the Closing, or (ii) the termination of either the Letter of Intent or the definitive purchase agreement contemplated by the Letter of Intent (each a “ Maturity Date ,” and each payment thereupon a “ Principal Payment ”). Notwithstanding the foregoing, on the Maturity Date, Borrower may, at Borrower’s election, repay the unpaid Principal Amount and accrued interest as is outstanding as of the Maturity Date, in four (4) successive and equal quarterly payments in each quarter following the Maturity Date as provided below (each a “ Post Maturity Date Payment ,” and together with a Principal Payment, the “ Payment ”); provided, however, that after the Maturity Date, interest on the outstanding Principal Amount shall accrue at the rate of eight percent (8%) per annum. Each Post Maturity Date Payment shall be payable by the Borrower on the final business day of each fiscal quarter following the Maturity Date, and each Post Maturity Date Payment shall be made by check, money order or wire transfer to an account designated by the Holder. Any amount under this Note may be prepaid in full or in part at any time without penalty or premium.

In the event of (a) any default in making any Payment hereunder as the same becomes due, and if such default is not cured within ten (10) days following the date on which such Payment was due; (b) the filing of a petition by o