Exhibit 10.8
                                 PROMISSORY NOTE

                                 April 14, 2005

Jersey City, New Jersey                                              $600,000.00

FOR  VALUE  RECEIVED,  the  undersigned,   TRUST  LICENSING,  INC.,  a  Delaware
corporation (the  "Company"),  promises to pay MONTGOMERY  EQUITY PARTNERS,  LTD
(the "Lender") at 101 Hudson Street,  Suite 3700,  Jersey City, New Jersey 07302
or other  address as the Lender shall  specify in writing,  the principal sum of
Six  Hundred  Thousand  Dollars  ($600,000)  and  interest at the annual rate of
twenty four percent (24%) on the unpaid balance pursuant to the following terms:

      Contemporaneously  with the execution and delivery of this Promissory Note
(the  "Note"),  the Company and the Lender are entering into a Pledge and Escrow
Agreement  (the "Pledge  Agreement")  and a Security  Agreement  (the  "Security
Agreement")  (collectively,  this Note,  the Pledge  Agreement  and the Security
Agreement are referred to as the "Transaction Documents").

1.  Funding  By Lender.  Subject to the  notification  and  satisfaction  of the
conditions to the Closings set forth herein the amount of Three Hundred Thousand
Dollars  ($300,000) shall be funded on the date hereof (the "Initial  Closing").
The Lender shall lend an additional Three Hundred  Thousand  Dollars  ($300,000)
two (2) business days prior to the filing of the registration  statement,  to be
filed pursuant to the  Registration  Rights Agreement of even date herewith (the
"Registration  Statement"),  with the  United  States  Securities  and  Exchange
Commission (the "SEC") (the "Second Closing") (collectively,  referred to as the
"Closings" and individually  referred to as the "Closing").  The Lender shall be
entitled to a five (5) business day grace period with respect to its  obligation
to fund each Closing.

2. Principal and Interest.  For value  received,  the Company hereby promises to
pay to the order of the  Lender on the one (1) year  anniversary  of the date of
each Closing in lawful money of the United States of America and in  immediately
available funds the principal sum of Six Hundred  Thousand  Dollars  ($600,000),
together  with  interest  on the  unpaid  principal  of this note at the rate of
twenty four percent (24%) per year  (computed on the basis of a 365-day year and
the actual days  elapsed) from the date of this Note until paid and as set forth
in the Payment Schedule attached hereto.

3. Monthly Principal Payments of the Note.  Beginning on the date six (6) months
from the date of each Closing,  the Company  shall make monthly  payments of the
outstanding  principal  of the Note and  payments  shall be due and payable each
succeeding  month  thereafter  until all principal and interest has been paid as
set forth in the Payment Schedule attached hereto.

4. Prepayment Fee; Penalty. There shall be no prepayment fee or penalty.

5.  Monthly  Payments of Interest.  Interest  shall accrue from the date hereof.
Beginning on the date one (1) month from the date hereof, the Company shall make
monthly  payments of

<PAGE>

accrued and unpaid  interest and payments of accrued and unpaid  interest  shall
due and payable each  succeeding  month  thereafter  as set forth in the Payment
Schedule  attached hereto.  Notwithstanding  the foregoing the Company shall pay
two (2) payments of interest for the  Principal  Amount of each  Closing,  which
shall be paid and  deducted  directly  from the gross  proceeds  of the  Initial
Closing and the Second Closing.

6. Right of Prepayment.  Notwithstanding the payments pursuant to Section 2, the
Company at its option  shall have the right to prepay,  with three (3)  business
days advance written notice, a portion or all outstanding principal of the Note.
The  prepayment  price shall be equal to the amount of principal  prepaid,  plus
accrued interest.

7. Conditions to the Lender's Obligations to the Initial Closing. The obligation
of  the  Lender  hereunder  to  fund  the  Initial  Closing  is  subject  to the
satisfaction,  at or  before  the  Initial  Closing,  of each  of the  following
conditions, provided that these conditions are for the Lender's sole benefit and
may be waived by the Lender at any time in its sole discretion:

      a.    The Company shall have executed this Note, the Security Agreement by
            and between the  Company and the Lender of even date  herewith,  and
            the Pledge Agreement, and delivered the same to the Lender.

      b.    The  representations  and  warranties  set forth in Article 4 of the
            Security  Agreement of the Company  shall be true and correct in all
            material  respects  as of the date when  made and as of the  Initial
            Closing  as though  made at that  time and the  Company  shall  have
            performed,  satisfied and complied in all material respects with the
            covenants,  agreements and  conditions  required by this Note or the
            Security  Agreement to be  performed,  satisfied or complied with by
            the Company at or prior to the Initial Closing.

      c.    The Company shall have filed a form UCC-1 or such other forms as may
            be required to perfect the Lender's first  position  interest in the
            Pledged Property and Pledged  Collateral as detailed in the Security
            Agreement dated the date hereof and provided proof of such filing to
            the Lender.

      d.    The  Lender  shall  have  received  an  opinion of counsel in a form
            satisfactory to the Lender.

      e.    The Company shall have provided to the Lender a certificate  of good
            standing form the Secretary of State of Delaware.

      f.    The  Company  shall  have  obtained  the  approval  of its  board of
            directors to approve and ratify this transaction.

      g.    The Company  shall have  delivered  to the Escrow  Agent the Pledged
            Shares as well  executed and  medallion  guaranteed  stock powers as
            required pursuant to the Pledge Agreement.


                                       2
<PAGE>

      h.    The Company shall have  delivered to the Lender proof that all prior
            security  interests in the Company's assets have been  subordinated,
            including but not limited to the filed Form UCC-3 in connection with
            the Irrevocable Trust Agreement Number III.

8. Conditions to the Lender's  Obligations to the Second Closing. The obligation
of  the  Lender  hereunder  to  fund  the  Second  Closing  is  subject  to  the
satisfaction,  at or  before  the  Second  Closing,  of  each  of the  following
conditions, provided that these conditions are for the Lender's sole benefit and
may be waived by the Lender at any time in its sole discretion:

      a.    The  representations  and  warranties  set forth in Article 4 of the
            Security  Agreement of the Company  shall be true and correct in all
            material  respects  as of the date  when  made and as of the  Second
            Closing  as though  made at that  time and the  Company  shall  have
            performed,  satisfied and complied in all material respects with the
            covenants,  agreements and  conditions  required by this Note or the
            Security  Agreement to be  performed,  satisfied or complied with by
            the Company at or prior to the Second Closing.

      b.    The Company shall have  certified  that all conditions to the Second
            Closing  have  been  satisfied  and that the  Company  will file the
            Registration Statement with the SEC in compliance with the rules and
            regulations  promulgated  by the  SEC  for  filing  thereof  two (2)
            business days after the Second Closing.  If requested by the Lender,
            the Lender shall have  received a  certificate,  executed by the two
            officers of the Company, dated as of the Second Closing Date, to the
            foregoing effect. The Lender shall have no obligation to fund at the
            Second Closing if the Company has filed the Registration Statement.

      c.    No Events of  Default  shall  have  occurred  under this Note or the
            Transaction Documents.

9. Waiver and  Consent.  To the fullest  extent  permitted  by law and except as
otherwise  provided  herein,  the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

10.  Costs,  Indemnities  and  Expenses.  In the event of default  as  described
herein,  the Company agrees to pay all reasonable fees and costs incurred by the
Lender in  collecting  or securing or attempting to collect or secure this Note,
including  reasonable  attorneys'  fees and  expenses,  whether or not involving
litigation,  collecting  upon  any  judgments  and/or  appellate  or  bankruptcy
proceedings.  The Company agrees to pay any documentary stamp taxes,  intangible
taxes  or other  taxes  which  may now or  hereafter  apply to this  Note or any
payment made in respect of this Note,  and the Company  agrees to indemnify  and
hold the Lender harmless from and against any liability, costs, attorneys' fees,
penalties, interest or expenses relating to any such taxes, as and when the same
may be incurred.

11.  Event of Default.  An "Event of Default"  shall be deemed to have  occurred
upon the occurrence of any of the following: (i) the Company should fail for any
reason  or for no  reason  to make any  payment  of the  interest  or  principal
pursuant to this Note within ten (10) days of the


                                       3
<PAGE>

date due as  prescribed  herein;  (ii)  failure by the Company for ten (10) days
after notice to it to satisfy any of its other  obligations or  requirements  or
comply with any of its other  agreements  under this Note; (iii) the Company (1)
makes a general assignment for the benefit of its creditors;  (2) applies for or
consent  to  the  appointment  of  a  receiver,  trustee,  assignee,  custodian,
sequestrator, liquidator or similar official for itself or any of its assets and
properties;  (3)  commences  a voluntary  case for relief as a debtor  under the
United  States  Bankruptcy  Code;  (4)  files  with or  otherwise  submit to any
governmental  authority  any petition,  answer or other  document  seeking:  (A)
reorganization,  (B) an  arrangement  with creditors or (C) to take advantage of
any   other   present   or  future   applicable   law   respecting   bankruptcy,
reorganization,   insolvency,   readjustment   of  debts,   relief  of  debtors,
dissolution or liquidation;  (5) files or otherwise  submits any answer or other
document admitting or failing to contest the material  allegations of a petition
or other  document  filed or otherwise  submitted  against it in any  proceeding
under  any such  applicable  law,  or (6) is to be  adjudicated  a  bankrupt  or
insolvent by a court of competent jurisdiction;  (iv) a breach by the Company of
its obligations, or an event of default, under any of the Transaction Documents,
or any other agreements entered into between the Company and the Lender; and (v)
the Company  shall fail to observe or perform any other  covenant,  agreement or
warranty  contained  in any of the  Transaction  Documents,  which is not  cured
within ten (10) days  notice of the  default or any  applicable  cure period set
forth therein. Upon an Event of Default (as defined above), the entire principal
balance  and  accrued  interest  outstanding  under  this  Note,  and all  other
obligations of the Company under this Note, shall be immediately due and payable
without  any  action on the part of the  Lender,  interest  shall  accrue on the
unpaid  principal  balance at the highest rate  permitted by applicable  law, if
lower  and the  Lender  shall  be  entitled  to seek and  institute  any and all
remedies available to it. In addition,  upon an Event of Default,  the Lender is
entitled,  at its option,  to convert until payment in full of this Note, all or
any part of the principal amount of the Note, plus accrued interest, into shares
of the  Company's  common  stock in an amount equal to three times the number of
shares of the common stock to necessary to effectuate repayment of the principal
and accrued  interest due and  outstanding,  from the Pledged Shares (defined in
the Pledge and Escrow  Agreement),  at the price per share  equal to the closing
bid price of the Company's common stock, as quoted by Bloomberg, LP, on the date
hereof.  In the event of  foreclosure of the Pledge Shares in an amount equal to
three  times the amount of the  necessary  to repay the  Lender,  the  principal
amount and the accrued interest  outstanding and unconverted shall be reduced by
the amount converted not the amount of Pledged Shares foreclosed.

12. Maximum  Interest  Rate. In no event shall any agreed to or actual  interest
charged,  reserved or taken by the Lender as consideration  for this Note exceed
the limits imposed by New Jersey law. In the event that the interest  provisions
of this Note shall result at any time or for any reason in an effective  rate of
interest  that exceeds the maximum  interest rate  permitted by applicable  law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically  reduced  to such  limit and all sums  received  by the  Lender in
excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Lender's receipt thereof,  with the
same force and effect as though the Company  had  specifically  designated  such
extra  sums to be so applied  to  principal  and the Lender had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

13. Secured Nature of the Note. This Note is secured by the Pledged  Property as
defined in the  Security  Agreements  between the Company and the Lender and the
Pledged Shares as


                                       4
<PAGE>

defined in the Pledge and Escrow Agreements among the Company,  the Lender,  and
David Gonzalez, Esq., both of even date herewith.

14.  Issuance  of  Capital  Stock.  So  long  as any  portion  of  this  Note is
outstanding,  the Company shall not,  without the prior  written  consent of the
Lender,  (i) issue or sell shares of common stock or preferred  stock (ii) issue
any  warrant,  option,  right,  contract,  call,  or other  security  instrument
granting the holder thereof,  the right to acquire common stock (iii) enter into
any security  instrument  granting the holder a security interest in any and all
assets of the  Company,  or (iv) file any  registration  statement  on Form S-8.
Notwithstanding the foregoing,  with regard to the Form S-8 filed by the Company
on March 17,  2005,  the Company  shall be  permitted  to issue  Common Stock or
securities  convertible or exercisable  into Common Stock for bona fide employee
stock option plans only in an aggregate amount not to exceed 10,000,000  shares,
provided that the purchase  price for any Common Stock or exercise or conversion
price of any other security is not less than the closing bid price of the Common
Stock as quoted by Bloomberg, LP, on the date of issuance.

15.  Cancellation  of Note.  Upon the  repayment  by the  Company  of all of its
obligations  hereunder  to  the  Lender,  including,   without  limitation,  the
principal  amount  of  this  Note,  plus  accrued  but  unpaid   interest,   the
indebtedness  evidenced hereby shall be deemed canceled and paid in full. Except
as  otherwise  required  by law or by the  provisions  of  this  Note,  payments
received by the Lender  hereunder  shall be applied first  against  expenses and
indemnities,  next against  interest accrued on this Note, and next in reduction
of the outstanding principal balance of this Note.

16. Severability.  If any provision of this Note is, for any reason,  invalid or
unenforceable,  the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect.  Any provision of this
Note that is held invalid or unenforceable by a court of competent  jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

17.  Amendment  and Waiver.  This Note may be amended,  or any provision of this
Note may be waived,  provided that any such  amendment or waiver will be binding
on a party  hereto  only if such  amendment  or waiver is set forth in a writing
executed by the parties hereto.  The waiver by any such party hereto of a breach
of any  provision  of this Note shall not operate or be construed as a waiver of
any other breach.

18. Successors.  Except as otherwise  provided herein,  this Note shall bind and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
permitted successors and assigns.

19.  Assignment.  This Note shall not be directly or  indirectly  assignable  or
delegable  by the  Company.  The  Lender  may  assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

20. No Strict Construction.  The language used in this Note will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict  construction  will be applied  against  any party.


                                       5
<PAGE>

21.  Further  Assurances.  Each party hereto will execute all documents and take
such  other  actions  as the other  party  may  reasonably  request  in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.

22.  Notices,   Consents,   etc.  Any  notices,   consents,   waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to Company:               Trust Licensing, Inc.
                             950 South Pine Island Road - Suite A150-1094
                             Plantation, Fl 33324
                             Attention:  Jeffrey W. Sass
                             Telephone:  (954) 727-8218
                             Facsimile:  (954) 727-8219

With a Copy to:              McLaughlin & Stern, LLP
                             260 Madison Avenue
                             New York, NY 10016
                             Attention:  David W. Sass, Esq.
                             Telephone:  (212) 448-1100
                             Facsimile:  (212) 448-6277

If to the Lender:            Montgomery Equity Partners, Ltd.
                             101 Hudson Street, Suite 3700
                             Jersey City, NJ 07302
                             Attention:  Mark A. Angelo
                             Telephone:  (201) 985-8300
                             Facsimile:  (201) 985-8744

or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


                                       6
<PAGE>

23. Remedies,  Other  Obligations,  Breaches and Injunctive Relief. The Lender's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies available to the Lender under this Note, at law or in equity (including
a decree of specific  performance and/or other injunctive  relief), no remedy of
the Lender  contained  herein  shall be deemed a waiver of  compliance  with the
provisions  giving  rise to such  remedy  and  nothing  herein  shall  limit the
Lender's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. No remedy conferred under this Note upon the Lender
is  intended  to be  exclusive  of any other  remedy  available  to the  Lender,
pursuant to the terms of this Note or otherwise.  No single or partial  exercise
by the Lender of any right,  power or remedy  hereunder shall preclude any other
or further exercise thereof.  The failure of the Lender to exercise any right or
remedy  under  this Note or  otherwise,  or delay in  exercising  such  right or
remedy,  shall not  operate as a waiver  thereof.  Every right and remedy of the
Lender under any document  executed in connection  with this  transaction may be
exercised  from  time to time  and as often as may be  deemed  expedient  by the
Lender.  The  Company  acknowledges  that  a  breach  by it of  its  obligations
hereunder will cause  irreparable  harm to the Lender and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Lender shall be entitled,  in
addition to all other  available  remedies,  to an  injunction  restraining  any
breach, and specific  performance without the necessity of showing economic loss
and without any bond or other security being required.

24.  Governing Law;  Jurisdiction.  All questions  concerning the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits to the exclusive  jurisdiction of the Superior Court of the
State of New Jersey sitting in Hudson  County,  New Jersey and the United States
Federal  District  Court for the District of New Jersey  sitting in Newark,  New
Jersey, for the adjudication of any dispute hereunder or in connection  herewith
or therewith,  or with any transaction  contemplated hereby or discussed herein,
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 a copy thereof to such party at the address for such notices to it under
this Agreement 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.

25. No Inconsistent Agreements.  None of the parties hereto will hereafter enter
into any agreement, which is inconsistent with the rights granted to the parties
in this Note.

26. Third Parties.  Nothing herein  expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.


                                       7
<PAGE>

27. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO THE
COMPANY THE MONIES  HEREUNDER,  THE COMPANY  HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

28. Entire  Agreement.  This Note (including any recitals  hereto) set forth the
entire  understanding  of the parties with respect to the subject matter hereof,
and shall not be  modified  or affected  by any offer,  proposal,  statement  or
representation, oral or written, made by or for any party in connection with the
negotiation of the terms hereof,  and may be modified only by instruments signed
by all of the parties hereto.

                   [REMAINDER OF PAGE INTENTIONALY LEFT BLANK]


                                       8
<PAGE>

      IN WITNESS WHEREOF, this Promissory Note is executed by the undersigned as
of the date hereof.

                               MONTGOMERY EQUITY PARTNERS, LTD

                               By:  Yorkville Advisors, LLC
                               Its: General Partner

                               By: /s/ Mark Angelo
                                   -------------------------------------------
                               Name: Mark Angelo
                               Its:  Portfolio Manager

                               TRUST LICENSING, INC.

                               By: /s Jeffrey W. Sass
                                   -------------------------------------------
                               Name:  Jeffrey W. Sass
                               Title: CEO


                                       9
<PAGE>

                                   SCHEDULE A
                                PAYMENT SCHEDULE

Principal                     $300,000
Interest                      24%
Closing Date:        April 15, 2005

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
     Payment          Payment Due Date        Interest        Principal       Total Payment        Outstanding Principal
--------------------------------------------------------------------------------------------------------------------------------
        <S>               <C>                 <C>               <C>              <C>                       <C>
        1                 5/15/2005           $6,000.00         $0.00            $6,000.00                 300,000
        2                 6/15/2005           $6,000.00         $0.00            $6,000.00                 300,000
        3                 7/15/2005           $6,000.00         $0.00            $6,000.00                 300,000
        4                 8/15/2005           $6,000.00         $0.00            $6,000.00                 300,000
        5                 9/15/2005           $6,000.00         $0.00            $6,000.00                 300,000
        6                 10/15/2005          $6,000.00         $0.00            $6,000.00                 300,000
        7                 11/15/2005          $6,000.00       $50,000.00        $56,000.00                 250,000
        8                 12/15/2005          $5,000.00       $50,000.00        $55,000.00                 200,000
        9                 1/15/2006           $4,000.00       $50,000.00        $54,000.00                 150,000
        10                2/15/2006           $3,000.00       $50,000.00        $53,000.00                 100,000
        11                3/15/2006           $2,000.00       $50,000.00        $52,000.00                  50,000
        12                4/15/2006           $1,000.00       $50,000.00        $51,000.00                    0
--------------------------------------------------------------------------------------------------------------------------------
                                             $57,000.00      $300,000.00       $357,000.00
</TABLE>


                                       10
<PAGE>

                                   SCHEDULE A
                                PAYMENT SCHEDULE

Principal                    $300,000
Interest                     24%
Closing Date:        June 2, 2005

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
     Payment           Payment Due Date        Interest       Principal        Total Payment         Outstanding Principal
--------------------------------------------------------------------------------------------------------------------------------
        <S>               <C>                 <C>               <C>              <C>                       <C>
        1                  7/2/2005            $6,000.00         $0.00            $6,000.00                 300,000
        2                  8/2/2005            $6,000.00         $0.00            $6,000.00                 300,000
        3                  9/2/2005            $6,000.00         $0.00            $6,000.00                 300,000
        4                 10/2/2005            $6,000.00         $0.00            $6,000.00                 300,000
        5                 11/2/2005            $6,000.00         $0.00            $6,000.00                 300,000
        6                 12/2/2005            $6,000.00         $0.00            $6,000.00                 300,000
        7                  1/2/2006            $6,000.00       $50,000.00        $56,000.00                 250,000
        8                  2/2/2006            $5,000.00       $50,000.00        $55,000.00                 200,000
        9                  3/2/2006            $4,000.00       $50,000.00        $54,000.00                 150,000
        10                 4/2/2006            $3,000.00       $50,000.00        $53,000.00                 100,000
        11                 5/2/2006            $2,000.00       $50,000.00        $52,000.00                  50,000
        12                 6/2/2006            $1,000.00       $50,000.00        $51,000.00                    0
--------------------------------------------------------------------------------------------------------------------------------
                                              $57,000.00      $300,000.00       $357,000.00
</TABLE>


                                       11