Exhibit 10.9

                               PROMISSORY NOTE AND
                               SECURITY AGREEMENT

      DATE:        FEBRUARY 28, 2007

      MAKER:       SIBLING THEATRICALS, INC.
                   511 West 25th Street, Unit 503
                   New York, New York 10001

      PAYEE:       MOTIVATED MINDS LLC
                   c/o Ira J. Gaines
                   1819 East Morten Ave.
                   Suite 180
                   Phoenix, AZ 85028

      PRINCIPAL
      AMOUNT       SEVEN HUNDRED TWENTY-FIVE THOUSAND DOLLARS & 00/100 DOLLARS
      OF NOTE:     ($725,000)

      FOR VALUE RECEIVED, Makers promise and agree to pay to Payee, or order, at
the  mailing  address  of Payee,  or at such  other  place as Payee or any other
holder hereof ("Holder") may from time-to-time  designate,  the principal sum of
Seven Hundred  Twenty-Five  Thousand Dollars and No/100 Dollars  ($725,000) with
Interest, as follows:

1.    INTEREST RATE PAYMENTS.

      a. Commencing on the date of this Note, and so long as no Event of Default
      (as defined herein)  exists,  the unpaid balance of this Note shall accrue
      interest  ("Interest)  at the nominal  rate of fifteen  percent  (15%) per
      annum.

      b. During any Event of Default under this Note, the unpaid balance of this
      Note shall accrue  Interest at the rate of  twenty-five  percent (25%) per
      annum ("Default Rate"). Interest shall accrue at the Default Rate from the
      date of an Event of Default, without notice to Maker.

      c. The  interest  provided  herein shall be  calculated  on the basis of a
      360-day year/30 day month.

      d.The  minimum  amount of interest to be paid under the terms of this Note
      is  Twenty-one   Thousand  Seven  Hundred  Fifty  Dollar  and  Zero  cents
      ($21,750),  regardless of the timing of the  payments.  To the extent that
      the payments  are made under this Note prior to the maturity  date of this
      Note,  then to that extent,  the actual  interest rate may actually exceed
      the rate stated  above,  and such amount shall be treated as additional or
      minimum  interest.  Makers  have  agreed to pay a minimum  of  $21,750  in
      interest regardless of when payments on this Note are made.

      e.All payments  under this Note shall first be credited  against costs and
      expenses  provided  for in this  Note,  second to the  payment of any late
      charges,  third to the payment of accrued and unpaid Interest, if any, and
      the  remainder  shall be credited  against  principal.  All  payments  due
      hereunder  shall be  payable  in legal  tender  of the  United  States  of
      America,  and in same day funds  delivered to Holder by  cashier's  check,
      certified check, bank wire transfer or any other means of guaranteed funds
      to the mailing  address  provided  below, or at such other place as Holder
      shall  designate  in  writing  for such  purpose  from time to time.  If a
      payment  under  this Note  otherwise  would  become


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<PAGE>

      due and  payable on a  Saturday,  Sunday or legal  holiday  (any other day
      being a "Business  Day"), the due date of the payment shall be extended to
      the next succeeding  Business Day, and Interest,  if any, shall be payable
      thereon during such extension.

2. MATURITY DATE. If not sooner paid, all unpaid  principal and accrued Interest
shall be due and payable in full on MAY 28,  2007  ("Maturity  Date),  or on the
date Maker shall receive gross financing proceeds (before deduction of any costs
or expenses of the financing,  including commissions or similar expenses) of One
Million Five Hundred Thousand Dollars and 00/100 Dollars ($1,500,000).

3. LATE CHARGE.  Makers shall pay to Holder a late charge ("Late  Charge") equal
to five percent  (5%) of any payment not received by the Holder  within ten (10)
days after said payment is due.

4. REASONABLENESS OF CHARGES.  Makers acknowledge that upon the occurrence of an
Event of Default,  the damages to the Holder  would be  extremely  difficult  to
ascertain,  including  the  Holder's  lost  profit  and loss of use of the funds
evidenced hereby and expenses incurred in connection with such default, and that
the accrual of Interest at the Default  Rate and the Late Charge are  reasonable
estimates of the loss to the Holder incurred by virtue of an Event of Default.

5. LEGAL LIMITS.

            a. Makers agree to an effective  rate of interest  which is the rate
stated  herein plus any  additional  rate of interest  resulting  from any other
payments  in the nature of  interest,  including  without  limitation,  any late
charges to the extent that such charges may be deemed includable in interest for
any  purpose,  and the  existence of a minimum  dollar  amount of interest to be
charged  regardless  of any  payments  that Makers  deliver to Payee  before the
Maturity Date of this Note.

            b. All  agreements  between  Makers and Payee are  hereby  expressly
limited  so that in no event  whatsoever,  whether  by  reason of  deferment  in
accordance with this Note or under any agreement or by virtue of acceleration or
maturity of the  obligation  evidenced  by this Note,  or  otherwise,  shall the
amount paid or agreed to be paid to Payee for the advance,  use,  forbearance or
detention  of the  money  represented  by this Note or to  compensate  Payee for
damages to be suffered by reason of a late  payment or default  under this Note,
exceed the maximum  permissible under applicable law. If, from any circumstances
whatsoever,  fulfillment  of any  provision of this Note, or of any provision in
the security for this Note at the time  performance of such  provision  shall be
due, shall involve  exceeding the limit of validity  prescribed by law, from the
date of this Note, the obligations to be fulfilled shall be reduced to the limit
of such validity.  This provision  shall never be superseded or waived and shall
control every other provision of all agreements between Makers and Payee. Makers
represent  that the  dollar  amount of  interest  to be paid by Makers  does not
exceed the maximum permissible under applicable law.

6. PREPAYMENT. The unpaid principal balance of this Note may be prepaid in whole
at any time, provided the minimum amount of interest required is also paid. .

7. FEES.

            a. Commissions, Fees and Expenses Paid in Cash. The Company will pay
the following fees and expenses in connection with and upon the issuance of this
Note  and  funding  of the loan  represented  by the  Note:  a  finder's  fee of
Twenty-Five Thousand Dollars ($25,000) to Source Capital Group, Inc. ("Source"),
Attn:  Richard Kelly,  registered  representative,  7377 E Doubletree Ranch Rd.;
Suite 290, Scottsdale AZ 85258.


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<PAGE>

            b. Fees Paid In Common Stock and Warrants. In addition,  Payee shall
receive,  as of the date of execution of this Note, as a loan  origination  fee:
(i) 250,000 shares of Sibling Entertainment Group, Inc.'s (the Maker is a wholly
owned  subsidiary of Sibling  Entertainment  Group,  Inc.) common  stock,  which
shares have piggyback  registration rights; and (ii) 700,000 warrants of Sibling
Entertainment Group, Inc. (in the form attached as Exhibit A) which convert into
700,000 shares of Sibling Entertainment Group, Inc.'s common stock. The warrants
shall be  exercisable  for a period of five (5) years from the date of  issuance
with an exercise price of $1.00 per share.  Sibling  Entertainment  Group,  Inc.
intends to undertake a  transaction  with Sona  Development  Corp.  whereby Sona
Development  Corp. shall be the surviving entity and the shareholders of Sibling
Entertainment  Group, Inc. shall receive shares and warrants in Sona Development
Corp. In this case,  the shares and warrants set forth herein shall be converted
into an equal amount of shares and warrants for Sona Development  Corp. and have
the same piggyback registration rights.

8. EVENTS OF DEFAULT AND REMEDIES.

            (i).  The  existence or  occurrence  of the  following  events shall
constitute an event of default ("Event of Default") under this Note:

(a) Failure to make any payment under this Note when due.

(b)  Failure to cause  issuance  of the shares of common  stock and  warrants as
required in paragraph 7.b. of this Note;

(c) Failure on the part of the Maker to observe or perform  any other  covenants
contained in this Note,  but only after  written  notice of the failure has been
given  to the  Maker  by the  Payee,  and  only  if the  failure  has  continued
unremedied  for a period of thirty  (30) days after the date the Maker  receives
the notice of the failure.

(d) The decree or order of a court adjudging the Maker bankrupt or insolvent, or
approving a petition  seeking  reorganization  of the Maker under the Bankruptcy
Code, if the decree or order has continued undischarged or unstayed for a period
of sixty (60) days.

(e) A decree or order of a court for the appointment of a receiver,  liquidator,
trustee,  or assignee in bankruptcy or insolvency of the Maker, or for a sale of
all or  substantially  all of its property1 or for the winding-up or liquidation
of its  affairs;  but  only if the  decree  or  order  has  continued  in  force
undischarged or unstayed for a period of sixty (60) days.

(f) Any of the following actions by the Maker:

      o     Institution  of  voluntary  bankruptcy  proceedings,  consent to the
            filing of bankruptcy proceedings against it, or filing of a petition
            or answer or consent  seeking  reorganization  under the  Bankruptcy
            Code.

      o     Consent to the appointment of a receiver,  liquidator, or trustee in
            bankruptcy.

      o     Making of a general assignment for the benefit of creditors.

      o     Admission  in  writing  of its  inability  to pay its  debts as they
            become due.


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<PAGE>

      o     The entry or filing of any judgment,  writ, or warrant of attachment
            or of any similar  process in an amount in excess of $50,000 against
            the Maker or against any of its  property or assets;  but only if it
            remains  unpaid,  unvacated,  unbonded,  or unstayed for a period of
            sixty (60) days.

(g) The occurrence of any default under any other loan  agreements or promissory
notes to which Makers are a party, or the filing of bankruptcy or assignment for
the benefit of creditors by Makers; or

(h) any representation or warranty made by Makers or other signatories hereunder
to Payee is materially false or misleading.

            (ii).  Upon the  occurrence of any Event of Default:  (i) the entire
unpaid principal balance, any unpaid Interest, and any other amounts owing under
this Note  shall,  at the  option of the Holder and  without  further  notice or
demand of any kind to Makers or any other  person,  immediately  become  due and
payable; and, (ii) the Holder shall have and may exercise any and all rights and
remedies  available at law or in equity and also any and all rights and remedies
provided in any security or guarantee for this Note.

            (iii).  The remedies of the Holder,  as provided in this Note and in
any security or guarantee for this Note, shall be cumulative and concurrent, and
may be pursued singularly,  successively or together,  at the sole discretion of
the Holder,  and may be exercised as often as occasion therefore shall arise. No
act of omission or commission of the Holder,  including specifically any failure
to exercise  any right,  remedy or  recourse,  shall be deemed to be a waiver or
release of any right, remedy or recourse,  such waiver or release to be effected
only through a written document executed by the Holder. A waiver or release with
reference to any one event shall not be construed as continuing, as a bar to, or
as a waiver or release  of, any  subsequent  right,  remedy or  recourse as to a
subsequent event.

9. ATTORNEYS'  FEES. In the Event of Default under this Note or in the event the
Holder seeks legal advice in order to enforce the provisions of this Note or any
guarantee  after an Event of Default,  Makers agree to pay a  reasonable  sum to
Holder  for  Holder's  attorneys'  fees.  If any action is brought to enforce or
interpret the provisions of this Note, the prevailing party shall be entitled to
a reasonable sum for attorneys' fees.

10.   CONSTRUCTION.   This  Note  shall  be   governed   as  to  its   validity,
interpretation,  construction,  effect  and  in  all  other  respects  by and in
accordance  with the laws and  interpretations  thereof of the State of Arizona.
Unless  the  context  otherwise  requires,  the use of  terms  in  singular  and
masculine  form shall  include in all  instances  singular and plural number and
masculine, feminine and neuter gender.

11.  SEVERABILITY.  In the event any one or more of the provisions  contained in
this Note or any  future  amendment  hereto  shall for any  reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Note or such other
agreement,  and in lieu of each such invalid, illegal or unenforceable provision
there shall be added automatically as a part of this Note a provision as similar
in terms to such invalid,  illegal or unenforceable provision as may be possible
and be valid, legal and enforceable.

12. ENTIRE  AGREEMENT.  This Note Agreement  represents the entire agreement and
understanding  between the parties  concerning  the  subject  matter  hereof and
supersede   all   prior   and   contemporaneous   agreements,    understandings,
representations and warranties with respect thereto.


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<PAGE>

13.  GOVERNING  LAW;  JURISDICTION;  JURY TRIAL.  All questions  concerning  the
construction,  validity,  enforcement and  interpretation  of this Note shall be
governed by the internal laws of the State of Arizona,  without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
Arizona or any other jurisdictions) that would cause the application of the laws
of any  jurisdictions  other  than  the  State of  Arizona.  Each  party  hereby
irrevocably  submits  to the  exclusive  jurisdiction  of the state and  federal
courts  sitting  in the City of  Phoenix  for the  adjudication  of any  dispute
hereunder  or in  connection  herewith  or  therewith,  or with any  transaction
contemplated  hereby or discussed herein, or in any manner arising in connection
with or related to the transactions contemplated hereby or involving the parties
hereto whether at law or equity and under any contract,  tort or any other claim
whatsoever and hereby irrevocably  waives, and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing or faxing a copy  thereof to such party at the address for such  notices
as listed in this Note and agrees that such service  shall  constitute  good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION  CONTEMPLATED
HEREBY.

14. MODIFICATION.  This Note and any of the obligations hereunder may be waived,
changed,  amended,  discharged  or  terminated  only by an  agreement in writing
signed by the party against whom enforcement of any waiver,  change,  amendment,
discharge or termination is sought.

15. TIME OF ESSENCE. Time is of the essence of this Note.

16.  PAYMENT  WITHOUT  OFFSET.  Principal  and  Interest  shall be paid  without
deduction or offset.

17.  CALENDAR  DAYS.  Unless  otherwise  provided in this Note to the  contrary,
calendar  days, and not business  days,  shall be used in  calculating  any time
periods set forth in this Note.

18.  NOTICES.  Any notices  which any party may be required,  or may desire,  to
give,  unless  otherwise  specified,  shall  be in  writing  and  shall  be  (i)
hand-delivered,   effective  upon  receipt,   (ii)  transmitted  by  telecopier,
effective  upon receipt,  with the original  mailed the same date by first class
mail,  postage  prepaid,  (iii) sent by United States Express Mail or by private
overnight  courier,  effective upon receipt,  or (iv) served by certified  mail,
postage  prepaid,  return  receipt  requested and addressed to such party at the
addresses set forth herein,  or to such other address(es) or addressee(s) as the
party to be served with notice may have furnished in writing to the other party,
effective  three (3) days after  mailing.  For  purposes of this  paragraph  all
signatories of this Note shall have the same address as Maker.

19.  ASSIGNMENT.  Payee or any other  Holder of this  Note may  assign  all or a
portion of its  rights,  title and  interest  in this Note and  security  to any
person, firm, corporation or other entity without the consent of Makers.

20. RELATIONSHIP. The relationship of the parties hereto under the terms of this
Note is that of borrowers and lender and it is expressly  understood  and agreed
that  nothing  contained  in this Note or in any security for this Note shall be
interpreted or construed to make Makers and Payee  partners,  joint venturers or
participants  in any other legal  relationship  except for  borrower and lender.
Payee,  however, may also be or become a member of the entity that is the Makers


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<PAGE>

of this Note.

21. USE OF FUNDS.  The funds  borrowed  from the Payee  under this Note shall be
used for the acquisition of Dick Foster  Productions,  Inc., and to pay the fees
payable in cash as identified in Paragraph 7a of this Note.

22. GRANT OF SECURITY  INTEREST.  As an inducement  for the Payee to make a loan
evidenced  by  this  Note  and  to  secure  the  complete  and  timely  payment,
performance and discharge in full, as the case may be, of all of the obligations
hereunder, Sibling Theatricals, Inc., Sibling Entertainment Group, Inc., Sibling
Pictures,  Inc.,  Sibling  Properties,  Inc.,  and Sibling  Music Corp.,  hereby
unconditionally and irrevocably,  pledge, grant and hypothecate to the Investor,
a continuing  security interest in, a continuing first lien upon, an unqualified
right to possession and disposition of and a right of set-off  against,  in each
case to the fullest extent permitted by law, all of the Company's  right,  title
and  interest  of  whatsoever   kind  and  nature  in  and  to  the   collateral
("Collateral")  set forth on Schedule A attached  hereto and made a part hereof.
The Maker and all other  signatories  shall cause the  appropriate UCC Financing
Statements filed on the Collateral in the appropriate jurisdictions within seven
(7) days of the date hereof.  Notwithstanding the above,  Sibling  Entertainment
Group,  Inc.  hereby agrees that upon an Event of Default  hereunder,  Payee may
request  the  issuance  of up to  8,000,000  shares of common  stock of  Sibling
Entertainment  Group, Inc. to satisfy all outstanding  obligations  hereunder in
addition to any and all other Collateral  pledged  hereunder.  Such shares shall
have piggyback  registration  rights. Upon Payee commencing to sell such shares,
the  following  shall  occur:  (i) if  Payee  sells  all  such  shares  and  all
outstanding obligations hereunder are not satisfied,  then Payee may request the
issuance of  additional  shares in  accordance  with the terms set forth herein;
(ii) if Payee  sells such  shares  and  reaches  the point that all  outstanding
obligations  hereunder  are  satisfied,  Payee must return any unsold  shares to
Sibling  Entertainment  Group,  Inc. Payee shall not be required to foreclose on
the Collateral prior to exercising its right to shares of Sibling  Entertainment
Group,  Inc. and may pursue whatever remedies it deems  appropriate,  including,
but not limited to, its rights to any of the other Collateral pledged hereunder.

23. WAIVER. Except as otherwise expressly provided to the contrary in this Note,
or other loan  documents  relating to this Note,  Makers for  themselves and for
their  successors,  transferees  and assigns and all  guarantors,  endorsers and
signers,  hereby waives all valuation and appraisement  privileges,  presentment
and demand for payment, protest, notice of protest and nonpayment,  dishonor and
notice of dishonor,  bringing of suit, lack of diligence or delays in collection
or  enforcement  of this Note and notice of the  intention  to  accelerate,  the
release of any party  liable,  the release of any  security  for this Note,  the
taking of any  additional  security  and any other  indulgence  or  forbearance.
Makers agree that this Note and any or all payments  coming due hereunder may be
extended  or  renewed  from  time  to  time  without  in any  way  affecting  or
diminishing  Makers'  liability  under this Note.  The acceptance by Holder of a
partial  amount of a payment due from Makers to Holder under this Note shall not
constitute  a waiver of the  requirement  of Makers  to make a full  payment  to
Holder,  and it shall  not  constitute  a waiver  by  Holder  of the time of the
essence provision of this Note.

24.  HEADINGS.  The subject headings of the paragraphs of this Note are included
for  purposes of  convenience  only,  and shall not affect the  construction  or
interpretation of any of its provisions.

25. REPRESENTATIONS.

(I) Representations of the Maker

Maker makes the following representations to the Payee:

      (a)   Maker is duly  organized,  validly  existing,  and in good  standing
            under  the laws of the State of  Delaware,  and is  qualified  to do
            business as a foreign  corporation in


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<PAGE>

            each  jurisdiction,  if any,  in  which  its  property  or  business
            requires such qualification;

      (b)   Maker  has all  requisite  corporate  power  and  authority  to own,
            operate and lease its properties,  to carry on its business as it is
            now being  conducted  and to  execute,  deliver  this  Note,  and to
            perform and conclude all transactions  contemplated by this Note and
            all other agreements and instruments related to this Note;

      (c)   There is not, to the knowledge of Maker, any pending, threatened, or
            existing  litigation,  bankruptcy,  criminal,  civil,  or regulatory
            proceeding  or  investigation,  threatened or  contemplated  against
            Maker or against any of its officers.

      (d)   Maker is not a party to any  material  contract  not in the ordinary
            course of business that is to be performed in whole or in part at or
            after the date of this Note;

      (e)   Maker  has  good  and  marketable  title  to  the  Collateral.   The
            Collateral  is not subject to any mortgage,  encumbrance  or lien of
            any kind except minor encumbrances that do not materially  interfere
            with the use of the  Collateral  in the  conduct of the  business of
            Maker;

      (f)   All  required  tax returns for federal,  state,  county,  municipal,
            local,  foreign and other taxes and  assessments  have been properly
            prepared and filed by Maker for all years for which such returns are
            due unless an  extension  for filing any such return has been filed.
            Any and all federal,  state, county,  municipal,  local, foreign and
            other  taxes  and  assessments,  including  any  and  all  interest,
            penalties  and  additions  imposed with respect to such amounts have
            been paid or provided for.

      (g)   Maker is a business entity and this is a business debt.  Maker shall
            not make any  principal  payments on any loan  indebtedness  owed by
            Maker to any of its officers, directors, shareholders or members, as
            the case may be,  until all  indebtedness  owed to Lender under this
            Note is paid in full.

(II) Representations of Sibling Entertainment Group, Inc.

Sibling  Entertainment Group, Inc. ("SEGI") makes the following  representations
to the Payee:

      (a)   SEGI is duly organized, validly existing, and in good standing under
            the laws of the State of New York,  and is  qualified to do business
            as a foreign corporation in each jurisdiction,  if any, in which its
            property or business requires such qualification;

      (b)   SEGI  is  a  reporting  company  pursuant  to  Section  (g)  of  the
            Securities Exchange Act of 1934;

      (c)   SEGI has timely  filed and is current on all reports  required to be
            filed by it pursuant to Section 13 of the Securities Exchange Act of
            1934;


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<PAGE>

      (d)   SEGI  authorized  capital stock  consists of  100,000,000  shares of
            Common Stock, $.001 par value, of which 32,249,067 shares are issued
            and outstanding as of February 27, 2007;

      (e)   All the  outstanding  shares of its Common Stock are duly authorized
            and validly issued, fully paid and non-assessable; and

      (f)   SEGI has good and marketable title to the Collateral. The Collateral
            is not  subject  to any  mortgage,  encumbrance  or lien of any kind
            except minor encumbrances that do not materially  interfere with the
            use of the Collateral in the conduct of the business of Maker.

(III)  Representations of Sibling Pictures,  Inc., Sibling Properties,  Inc. and
Sibling Music Corp.

Sibling Pictures,  Inc., Sibling  Properties,  Inc. and Sibling Music Corp. each
make the following representations to the Payee:

            o     They each have good and  marketable  title to the  Collateral.
                  The Collateral is not subject to any mortgage,  encumbrance or
                  lien  of  any  kind  except  minor  encumbrances  that  do not
                  materially  interfere  with the use of the  Collateral  in the
                  conduct of the business of Maker.

26. PUT  OPTION.  Payee  shall have the right to require  Sibling  Entertainment
Group,  Inc. to purchase all, or part of, the 250,000  shares issued to Payee as
set forth in Section  7.b.(i) at a price of $.40 per share.  This right of Payee
shall  commence six months (6) from the date hereof  unless there is an Event of
Default,  in which case the right  commences upon the occurrence of the Event of
Default.   Payee  must  send  written   notice  of  such   exercise  to  Sibling
Entertainment  Group,  Inc. and payment for such shares shall be required within
five (5) business days of receipt of such notice.  This Put Option shall survive
the satisfaction of all other obligations under this Note.

27.  EXECUTION  IN SEVERAL  COUNTERPARTS.  This Note may be  executed in several
counterparts or by separate instruments and by facsimile  transmission,  and all
of such counterparts and instruments shall constitute one agreement,  binding on
all of the parties hereto.


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<PAGE>

In witness  whereof,  Maker and other  parties have executed this Note as of the
date set forth above.

MAKER:

Attested by:                              SIBLING THEATRICALS, INC.

   /s/ Victoria Maxwell                   By: /s/ Mitchell Maxwell
--------------------------------             -----------------------------------
         Victoria Maxwell                    Mitchell Maxwell
         Secretary                           President

ONLY AS TO THE ISSUANCE OF SHARES AND WARRANTS  PURSUANT TO SECTION 7.b. HEREIN,
THE ISSUANCE OF SHARES AND PLEDGE OF COLLATERAL  (LISTED ON SCHEDULE A) PURSUANT
TO SECTION  22, THE  REPRESENTATIONS  PURSUANT  TO SECTION 25 HEREIN AND THE PUT
OPTION PURSUANT TO SECTION 26 HEREIN:

Attested by:                              SIBLING ENTERTAINMENT GROUP, INC.

   /s/ Victoria Maxwell                   By: /s/ Mitchell Maxwell
--------------------------------             -----------------------------------
         Victoria Maxwell                    Mitchell Maxwell
         Secretary                           President and CEO

ONLY AS TO THE PLEDGE OF  COLLATERAL  (LISTED ON SCHEDULE A) PURSUANT TO SECTION
22 HEREIN AND THE REPRESENTATIONS PURSUANT TO SECTION 25:

Attested by:                              SIBLING PICTURES, INC.

 /s/ James Cardwell                       By: /s/ Victoria Maxwell
----------------------------                 -----------------------------------
James Cardwell                               Victoria Maxwell
Secretary                                    President

ONLY AS TO THE PLEDGE OF COLLATERAL (LISTED ON SCHEDULE A) PURSUANT TO SECTION
22 HEREIN AND THE REPRESENTATIONS PURSUANT TO SECTION 25:


                                                                    Page 9 of 13
<PAGE>

Attested by:                              SIBLING PROPERTIES, INC.

 /s/ Victoria Maxwell                     By:   /s/ James Cardwell
----------------------------                 -----------------------------------
Victoria Maxwell                                James Cardwell
Secretary                                       President

ONLY AS TO THE PLEDGE OF  COLLATERAL  (LISTED ON SCHEDULE A) PURSUANT TO SECTION
22 HEREIN AND THE REPRESENTATIONS PURSUANT TO SECTION 25:

Attested by:                              SIBLING MUSIC CORP.

   /s/ Victoria Maxwell                   By: /s/ Mitchell Maxwell
--------------------------------             -----------------------------------
Victoria Maxwell                                 Mitchell Maxwell
Secretary                                        Vice President


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                                   SCHEDULE A

                                   COLLATERAL

      For the purpose of securing prompt and complete payment and performance by
the  Maker  of  all  of  the  obligations  in  the  Note,  the  Maker,   Sibling
Entertainment Group, Inc., Sibling Pictures, Inc., Sibling Properties,  Inc. and
Sibling Music Corp.  (collectively,  the "Maker's Group"),  unconditionally  and
irrevocably hereby grant to the Payee a continuing  security interest in and to,
and lien upon, the following property of the Maker's Group ("Pledged Property").

            (a)   all goods of the Maker's Group, including, without limitation,
                  machinery, equipment, furniture, furnishings, fixtures, signs,
                  lights,  tools,  parts,  supplies and motor  vehicles of every
                  kind and  description,  now or hereafter  owned by the Maker's
                  group or in which the Maker's  Group may have or may hereafter
                  acquire  any  interest,   and  all  replacements,   additions,
                  accessions,  substitutions and proceeds thereof,  arising from
                  the sale or disposition  thereof,  and where  applicable,  the
                  proceeds of insurance and of any tort claims  involving any of
                  the foregoing;

            (b)   all inventory of the Maker's Group, including, but not limited
                  to, all goods, wares, merchandise,  parts, supplies,  finished
                  products,  other tangible  personal  property,  including such
                  inventory  as is  temporarily  out of the  Maker's  custody or
                  possession  and  including  any returns  upon any  accounts or
                  other proceeds,  including insurance proceeds,  resulting from
                  the sale or disposition of any of the foregoing;

            (c)   all  contract  rights and general  intangibles  of the Maker's
                  Group, including,  without limitation,  goodwill,  trademarks,
                  trade styles, trade names, leasehold interest,  partnership or
                  joint  venture  interests,  patents  and patent  applications,
                  copyrights,  deposit  accounts  whether now owned or hereafter
                  created;

            (d)   all documents,  warehouse  receipts,  instruments  and chattel
                  paper of the  Maker's  Group  whether  now owned or  hereafter
                  created;

            (e)   all accounts and other receivables, instruments or other forms
                  of  obligations  and rights to payment  of the  Maker's  Group
                  (herein collectively referred to as "Accounts"), together with
                  the proceeds  thereof,  all goods represented by such Accounts
                  and all such goods that may be returned by the Maker's Group's
                  customers,  and all proceeds of any insurance thereon, and all
                  guarantees,  securities  and liens which the Maker's Group may
                  hold for the payment of any such Accounts  including,  without
                  limitation,  all rights of stoppage in transit,  replevin  and
                  reclamation  and as an unpaid  vendor  and/or  lienor,  all of
                  which the Maker  represents and warrants will be bona fide and
                  existing obligations of its respective customers,  arising out
                  of the  sale of  goods by the  Maker's  Group in the  ordinary
                  course of business;

            (f)   to the extent  assignable,  all of the Maker's  Group's rights
                  under all present and future authorizations, permits, licenses
                  and  franchises  issued  or  granted  in  connection  with the
                  operations of any of its facilities;

            (g)   all  products  and proceeds  (including,  without  limitation,
                  insurance proceeds) from the above-described Pledged Property.

Notwithstanding the above,  Sibling  Entertainment  Group, Inc owns 100% of four
subsidiaries


                                                                   Page 11 of 13
<PAGE>

Sibling Theatricals,  Inc., Sibling Properties, Inc., Sibling Pictures, Inc. and
Sibling Music Corp. Under each  subsidiary,  a "single purpose" entity is formed
to  produce  specific  projects  and  sub-entities  for  specific  cities.  Each
subsidiary  has  acquired  and/or is in the  negotiations  to  acquire  specific
production rights in various  projects.  Most agreements do not allow us to sell
our interests, but we can assign our income/earnings from such interests.

The  production  entities  formed may collect box  office,  royalties  and other
income  weekly from each show,  but some of these  monies are  received in trust
subject to the  repayment of royalties to  directors,  designers,  actors,  etc.
which cannot be assigned or sold. The following includes, but is not limited to,
some of the arrangements referred to above:

Sibling Theatricals, Inc.

                               Existing Agreements

1.    HATS! License Agreement between Sibling  Entertainment Group, Inc. and the
      Red Hat  Society,  Inc.  assigned to Hats  Holdings,  Inc., a wholly owned
      subsidiary of Sibling Theatricals, Inc. The Red Hat Society, Inc. receives
      50% of the earnings from the  production of HATS!  The production of HATS!
      is also subject to the agreements  with the artistic team  including,  but
      not limited to, the director, composers, lyricists, writers, designers and
      others.

2.    HATS!  License  Agreement  between  Hats  Holdings,  Inc.  and Dick Foster
      Agreement,  Inc.  for the  production  of HATS in  Harrah's  Entertainment
      controlled venues.

3.    HATS! License to HATS! Denver LLC (Denver Production).

4.    Promotion License Agreement with Harrah's Entertainment, Inc. for HATS!

5.    Proposed  Stock  Purchase  Agreement  for the  acquisition  of 80% of Dick
      Foster Productions, Inc.

                                Future Agreements

6.    Acquisition of the live-stage musical production rights to the book DEAN &
      ME by Jerry Lewis.

7.    License of HATS!  to Chi-Tex LLC for  Chicago,  the First  National  Tour,
      Texas, Branson, Kansas City.

8.    License to sell HATS!  for all of  Florida  to Tampa Bay  Performing  Arts
      Center for 2 years.

                                Other Agreements

Sibling Pictures, Inc.

9.    Option to purchase the film rights to REEL LOVE (Existing).

10.   100% Stock Ownership in the subsidiary Sibling Pictures Fund LLC.

Sibling Properties, Inc.


                                                                   Page 12 of 13
<PAGE>

11.   A 49-Year  Leasehold  Interest  in the real  estate  subject to a sublease
      controlled by the Denver Civic Theatre, Inc. and existing mortgages.

Sibling Music Corp.

12.   The Music  Album/CD of the musical  production  of HATS!  subject to third
      party producer, composer and lyricist rights and obligations for royalties
      and mechanicals


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