Exhibit 10.6AMENDED AND RESTATED PROMISSORY NOTE      $280,000 Louisville, Kentucky  August 14, 2006          FOR VALUE RECEIVED, the undersigned New Era Studios, Inc. (the “Obligor”) promises to pay tothe order of the Edward Brian O’Dwyer Separate Property Trust (the “Lender”), its successors andassigns at 400 West Market Street, Suite 1800, Louisville, Kentucky 40202 Attn: Alex P. (Mike)Herrington, Jr. on September 23, 2006 or at such other place as the Lender may from time to timedesignate in writing, the principal sum of Two Hundred Eighty Thousand Dollars ($280,000), inlawful money of the United States, together with interest on the outstanding principal thereof atthe rate (the “Interest Rate”) equal to Seven Percent (7%) per annum. If an “Event of Default”(as hereinafter defined) shall exist, the rate of interest shall at the option of the Lenderincrease to a rate (the “Default Rate”) equal to Five Percent (5%) in excess of the Interest Rateand shall continue at such rate during the period such Event of Default shall exist.     The indebtedness evidenced by the Promissory Note, dated June 23, 2006, from the Obligor tothe Lender, which this Note amends and restates, was incurred in connection with the repurchase andretirement of 15,000,000 shares of the common stock of Silvergraph International, Inc. (f/k/aPinecrest Services, Inc.), of which the Obligor is a wholly-owned subsidiary.          Principal and interest shall be payable as follows: Interest and principal shall be due andpayable on September 23, 2006 in full.          All interest shall be computed based on the actual number of days in the month and an assumedyear of three hundred and sixty (360) days.          This Note may be prepaid in whole or in part without penalty.          At the election of the Lender, and without notice, the outstanding principal balance hereof,together with accrued interest hereon shall become at once due and payable at the place hereinprovided for payment upon the occurrence of any Event of Default. For purposes of this Note,“Event of Default” shall be the death or incapacity of James R. Simpson.          The undersigned:          (a) agrees to remain and continue bound for the payment of the principal of and interest onthis Note notwithstanding any extension or extensions of the time of the payment of said principalor interest, or any change or changes in the amount or amounts to be paid under and by virtue ofthe obligation to pay provided for in this Note, and waive all and every kind of notice of suchextension or extensions, change or changes, and agree that same may be made
 

 
without the joinder of any such persons;          (b) waives presentment, notice of dishonor, protest, notice of protest and diligence incollection, and all exemptions, whether homestead or otherwise, to which the Obligor may now orhereafter be entitled under the laws of the Commonwealth of Kentucky or any other state;          (c) agrees, upon default, to pay all costs of collecting, securing or attempting to collect,or secure this Note, including a reasonable attorney’s fee, whether same be collected or secured bysuit or otherwise, providing the collection of such costs and fees are permitted by applicable law.          None of the terms and provisions contained in this Note or any other document or instrumenthereafter securing same, or any other document or instrument hereafter securing the indebtednessevidenced hereby or related hereto shall ever be construed to create a contract for the use,forbearance or detention of money requiring payment of interest at a rate in excess of the maximuminterest rate permitted to be charged by the laws of the Commonwealth of Kentucky. The Obligorshall not ever be required to pay interest on this Note at a rate in excess of the maximum interestrate that may be lawfully charged under the laws of the Commonwealth of Kentucky, and theprovisions of this paragraph shall control over all other provisions hereof and of any otherinstrument executed in connection herewith or executed to secure the indebtedness evidenced herebywhich may be in apparent conflict with this paragraph. In the event the Lender shall collectmonies which are deemed to constitute payments in the nature of interest which would otherwiseincrease the effective interest rate on this Note to a rate in excess of that permitted to becharged by the laws of the Commonwealth of Kentucky, all such sums deemed to constitute interest inexcess of the maximum rate shall be refunded to the Obligor in cash and the Obligor hereby agreesto accept such refund.          If any provision, or portion thereof, of this Note, or the application thereof to any personsor circumstances shall to any extent be invalid or unenforceable, the remainder of this Note, orthe application of such provision, or portion thereof, to any other person or circumstances shallnot be affected thereby, and each provision of this Note shall be valid and enforceable to thefullest extent permitted by law. In the event of any inconsistency between the terms hereof andthose of any instrument securing payment hereof, the Lender shall have the sole option to electwhich of such provisions shall govern.     **WAIVER OF TRIAL BY JURY; ARBITRATION****. THE OBLIGOR HEREBY AGREES NOT TO ELECT A TRIALBY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THEEXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, OR ANY CLAIM,COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO, THOSERELATING TO (A) ALLEGATIONS THAT A PARTNERSHIP EXISTS BETWEEN THE LENDER AND THE OBLIGOR; (B)USURY OR PENALTIES OR DAMAGES THEREFOR; (C) ALLEGATIONS OF UNCONSCIONABLE ACTS, DECEPTIVE TRADEPRACTICE, LACK OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL REASONABLENESS, OR SPECIALRELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR CONFIDENTIAL RELATIONSHIP); (D)**
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**ALLEGATIONS OF DOMINION, CONTROL, ALTER EGO, INSTRUMENTALITY, FRAUD, MISREPRESENTATION, DURESS,COERCION, UNDUE INFLUENCE, INTERFERENCE OR NEGLIGENCE; (E) ALLEGATIONS OF TORTIOUS INTERFERENCEWITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST; OR (F) SLANDER, LIBEL OR DAMAGETO REPUTATION. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THEOBLIGOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THERIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OFTHIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OBLIGOR.**     **IT IS PROVIDED, HOWEVER, THAT THE OBLIGOR AND LENDER AGREE THAT ALL DISPUTES, CLAIMS ANDCONTROVERSIES BETWEEN THEM WHETHER INDIVIDUAL, JOINT, OR CLASS IN NATURE, ARISING FROM THIS NOTE OROTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND TORT DISPUTE, SHALL BE ARBITRATED PURSUANT TOTHE CODE OF PROCEDURE OF THE NATIONAL ARBITRATION FORUM IN EFFECT AT THE TIME THE CLAIM IS FILED,UPON REQUEST OF EITHER PARTY. ANY DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THE LAWFULNESS ORREASONABLENESS OF ANY ACT, OR EXERCISE OF ANY RIGHT, SHALL ALSO BE ARBITRATED PROVIDED HOWEVER THATNO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN OR RESTRAIN ANY ACT OF ANY PARTY.JUDGMENT UPON ANY AWARD RENDERED BY ANY ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.NOTHING IN THIS PROVISION SHALL PRECLUDE ANY PARTY FROM SEEKING EQUITABLE RELIEF FROM A COURT OFCOMPETENT JURISDICTION. THE STATUTE OF LIMITATIONS, ESTOPPEL, WAIVER, LACHES, AND SIMILARDOCTRINES WHICH WOULD OTHERWISE BE APPLICABLE IN AN ACTION BROUGHT BY A PARTY SHALL BE APPLICABLEIN ANY ARBITRATION PROCEEDING, AND THE COMMENCEMENT OF AN ARBITRATION PROCEEDING SHALL BE DEEMEDTHE COMMENCEMENT OF AN ACTION FOR THESE PURPOSES. THE FEDERAL ARBITRATION ACT SHALL APPLY TO THECONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.**          This Note shall be governed by, and construed in accordance with, the laws of the Commonwealthof Kentucky.          IN WITNESS WHEREOF, the Obligor has caused this instrument to be effective as of the datefirst above written.         **NEW ERA STUDIOS, INC.**           By:         James R. Simpson      Chief Executive Officer  
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