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                                                                    EXHIBIT 10.1

                          CONSOLIDATED PROMISSORY NOTE
                     (The Conrad von Bibra Revocable Trust)

$300,000.00                                              Lake Forest, California
                                                         June 30, 2004

ON DEMAND, 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 Three Hundred Thousand Dollars and No Cents
($300,000.00), which consists of certain advances listed below. This Note is
also secured by the Security Agreement dated March 27, 2003.

                                    RECITALS:

1.       TERMS OF BORROWINGS. The borrowings (the "Obligations") shall be on the
         following terms and conditions:

         1.1  INTEREST RATE. From July 1, 2004, the Obligations shall bear
              simple interest at a rate of 8% (eight percent) per annum

         1.2  PAYMENT ON DEMAND. Amounts due under the Obligations shall be paid
              within three days after receipt of written demand for such amounts
              from Lender. The Company may, at its option, prepay all or any
              amount owed. Unless otherwise specified by Lender, any such
              payment shall be credited to principal and interest accrued upon
              such principal.

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.

5.       SCHEDULE OF ADVANCES.

                   DATE OF        PRINCIPAL
                   ADVANCE          AMOUNT
                 -----------    -------------
                  4/12/2004        75,000.00
                  4/29/2004        50,000.00
                  5/13/2004        50,000.00
                  5/27/2004        50,000.00
                  6/14/2004        50,000.00
                  6/30/2004        25,000.00
                                -------------
                                  300,000.00
                                =============

                                                      Prism Software Corporation

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