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EXHIBIT 10.1


                 CONSOLIDATED PROMISSORY NOTE OF MARCH 31, 2005

$275,000.00-                                                Irvine, California

On March 1, 2007, for value received, the undersigned, Prism Software
Corporation, a Delaware corporation (the "Company"), promises to pay to the
order of the CONRAD VON BIBRA REVOCABLE TRUST (the "Lender"), at 1415 Milan
Ave, South Pasadena, California 91030, or at such other place as the Lender may
designate in writing, the principal amount of Two Hundred Seventy-Five Thousand
Dollars and No Cents ($275,000.00). This Note is also secured by the Security
Agreement dated March 27, 2003 as amended by the Long Term Loan Agreement of
December 30, 2004.

1. Terms of Borrowings. The borrowings (the "Obligations") shall be on the
following terms and conditions:

         1.1      Interest Rate. From April 1, 2005, the Obligations shall bear
                  simple interest at a rate of 5% (five percent) per annum.
                  Interest not paid when due shall thereafter bear like interest
                  as the principal, but unpaid interest so compounded shall not
                  exceed the maximum rate permitted by law.

         1.2      Terms of Payment. Principal and interest are due and payable
                  on March 1, 2007. The Company may, at its option, prepay all
                  or any amount owed prior to such date. Unless otherwise
                  specified by Lender, any such payment shall be credited to
                  principal and interest accrued upon such principal.

         1.3.     Usury Limitation. In no event shall the interest rate payable
                  pursuant to this Note higher than permitted by applicable law.

         1.4.     Default and Acceleration. Upon the occurrence of any Event of
                  Default (as defined below), the Obligations shall be in
                  default and Lender shall have the right, at Lender's sole
                  option, to declare all amounts owed under the Obligations
                  immediately due and payable. Each of the following is an
                  "Event of Default": (a) the failure of the Company to pay any
                  portion of principal or interest when due, which failure is
                  not cured within three calendar days after written notice, (b)
                  the entry of a decree or order for relief in respect of the
                  Company under Title 11 of the United States Code, as now
                  constituted or hereafter amended, or any other applicable
                  Federal or state bankruptcy, insolvency or similar law, or
                  appointing a receiver, trustee, or custodian of the Company or
                  for any substantial part of the Company's property, which
                  decree or order is not stayed or set aside within 60 days
                  thereafter, or (c) the filing by the Company of a petition,
                  answer or consent seeking relief under Title 11 of the United
                  States Code, as now constituted or hereafter amended, or the
                  consent by the Company to the institution of proceedings
                  thereunder or to the appointment of a receiver, trustee or
                  custodian.

2.       Attorneys' Fees. In the event any judicial proceedings are instituted
         to enforce or interpret the rights and obligations of the Company and
         the Lender under this Note, the prevailing party in such proceeding
         shall be entitled to reasonable attorneys' fees and costs, as well as
         related costs of collection and appeal.

3.       Governing Law. This Note and all transactions hereunder and/or
         evidenced hereby shall be governed by, construed under, and enforced in
         accordance with the laws of the State of California, without regard to
         any choice of law or conflict of law provisions thereof.

4.       Severability. Should any provision of this Note be declared or be
         determined by any court of competent jurisdiction to be invalid,
         illegal or unenforceable, such provision shall be severable from the
         remainder of this Note, and the legality, validity and enforceability
         of the remaining provisions shall not in any way be affected or
         impaired thereby.

                                            Prism Software Corporation

                                            By:  /s/ David Ayres
                                                 -------------------------------
                                                 David Ayres, President