EXHIBIT 10.1
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                                 PROMISSORY NOTE

FOR VALUE RECEIVED the undersigned, promises to pay to Jerome Mahoney, the
principal sum of Two Hundred and Fifty Thousand Dollars ($250,000), at the rate
of Nine and one-half Percent (9 1/2 %) per annum on the unpaid balance until
paid or until default, both principal and interest payable in lawful money of
the United States of America, at Trey Resources, Inc. ("Trey") 750 Highway 34,
Matawan, New Jersey 07747, or at such place as the legal holder hereof may
designate in writing. The principal and interest shall be due and payable as
follows: (a) interest shall accrue monthly on the unpaid balance, and (b)
principal shall by payable on demand.

Notwithstanding anything to the contrary herein, the Note holder may elect
prepayment of the principal and/or interest owed pursuant to this Note by
issuing Jerome Mahoney, or his assigns either: (i) one Class B common stock
share of Trey Resources, Inc., no par value, for each dollar owed, (ii) the
number of Class A common stock shares, par value $.00001, of Trey Resources,
Inc. calculated by dividing (x) the sum of the principal and interest that the
Note holder has decided to prepay by (y) fifty percent (50%) of the lowest issue
price of Series A common stock since the first advance of funds under this Note,
or (IV), payment of the principal of this Note, before any repayment of
interest.

Unless otherwise provided, this Note may be prepaid in full or in part at any
time without penalty or premium. Partial prepayments shall be applied to
installments due in reverse order of their maturity.

In the event of (a) default in payment of any installment of principal or
interest hereof as the same becomes due and such default is not cured within ten
(10) days from the due date, or (b) default under the terms of any instrument
securing this Note, and such default is not cured within fifteen (15) days after
written notice to maker, then in either such event the holder may, without
further notice, declare the remainder of the principal sum, together with all
interest accrued thereon, and the prepayment premium, if any, at once due and
payable. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same at any other time. The unpaid principal of this Note
and any part thereof, accrued interest and all other sums due under this Note
shall bear interest at the rate of Twenty Percent (20%) percent per annum after
default until paid.

All parties to this Note, including maker and any sureties, endorsers, or
guarantors, hereby waive protest, presentment, notice of dishonor, and notice of
acceleration of maturity and agree to continue to remain bound for the payment
of principal, interest, and all other sums due under this Note and,
notwithstanding any change or changes by way of release, surrender, exchange,
modification or substitution of any security for this Note or by way of any
extension or extensions of time for the payment of principal and interest; and
all such parties waive all and every kind of notice of such change or changes
and agree that the same may be made without notice or consent of any of them.

Upon default, the holder of this Note may employ an attorney to enforce the
holder's rights and remedies and the maker, principal, surety, guarantor and
endorsers of this Note hereby agree to pay to the holder reasonable attorneys
fees, plus all other reasonable expenses incurred by the holder in exercising
any of the holder's right and remedies upon default. The failure to exercise any
such right or remedy shall not be a waiver or release of such rights or remedies
or the right to exercise any of them at another time.

This Note is to be governed and construed in accordance with the laws of the
State of New Jersey.

IN TESTIMONY WHEREOF, each corporate maker has caused this instrument to be
executed in its corporate name by its President, and its corporate seal to be
hereto affixed, all by order of its Board of Directors first duly given, the day
and year first written below:

Trey Resources, Inc.

By: /s/ Mark Meller               Dated:  February 11, 2004
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    Mark Meller
    President