PROMISSORY
      NOTE

    

      
        	
                $150,000.00

              	
                New
                  York, New York

              
	 	
                Dated:
                  September 30, 2006

              


      

       

    

    For
      Value
      Received, Call Compliance, Inc.,
      a New
      York corporation (“Maker”),
      promises to pay to Nascap
      Corp., a
      New
      York Corporation (“Payee”),
      in
      lawful money of the United States of America, the principal sum of ONE HUNDRED
      FIFTY THOUSAND DOLLARS ($150,000.00) (the “Principal
      Amount”),
      together with interest at a rate equal to twelve percent (12%) per annum in
      the
      manner provided below; provided, that during the occurrence of any Event of
      Default, interest shall be payable at a rate equal to sixteen percent (16%)
      per
      annum (the “Default
      Rate”).
      Interest shall be calculated on the basis of a year of 365 days and the actual
      days elapsed.

     

    1.  PAYMENTS

     

    1.1  PRINCIPAL
      AND INTEREST

     

    The
      principal amount of this Note, together with all outstanding accrued interest
      thereon, shall be due and payable upon written demand of the Payee. All accrued
      interest shall be paid to Payee in arrears on the ____ day of each month
      commencing on September ___, 2006.

     

    1.2  MANNER
      OF
      PAYMENT

     

    All
      payments of principal and accrued interest on this Note shall be made to Payee
      at 7 Purdue Road, Glen Cove, New York 11542, or at such other address as Payee
      shall designate to Maker in accordance with Section 4.9 of this Note. If any
      payment of principal or interest on this Note is due on a day that is not a
      Business Day, such payment shall be due on the next succeeding Business Day.
      “Business
      Day”
means
      any day other than a Saturday, Sunday or legal holiday or other day on which
      banks are required or authorized by law to be closed in the State of New
      York.

     

    1.3  PREPAYMENT

     

    Maker
      may, without premium or penalty, at any time and from time to time, prepay
      all
      or any portion of the outstanding principal balance due under this
      Note.

     

    2.  DEFAULTS

     

    2.1  EVENTS
      OF
      DEFAULT

     

    The
      occurrence of any one or more of the following events shall constitute an event
      of default hereunder (each an “Event
      of Default”):

     

    (a)  if
      a
      default by Maker shall occur (and continue beyond any applicable cure or grace
      period) under any other agreement (other than this Note) to which the Maker
      is a
      party evidencing any indebtedness of Maker (including any Guaranty by Maker
      of
      the indebtedness of any other party) or evidencing or providing any mortgage,
      security interest, lien or encumbrance on or pledge of any asset or property
      of
      Maker securing the payment of such indebtedness of the Maker’s obligations;


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  if
      a
      default by Maker shall occur (and continue beyond any applicable cure or grace
      period) under the Security Agreement annexed hereto as Exhibit
      A
      (the
“Security
      Agreement”);
      

     

    (c)  if
      the
      guarantor (the “Guarantor”)
      under
      that certain Guaranty Agreement annexed hereto as Exhibit
      B
      (the
“Guaranty
      Agreement”)
      shall
      fail to perform any of its obligations under the Guaranty Agreement;


     

    (d)  if,
      pursuant to or within the meaning of the United States Bankruptcy Code or any
      other federal or state law relating to insolvency or relief of debtors (a
“Bankruptcy
      Law”),
      Maker, Guarantor, or any of their respective shareholders shall (i) commence
      a
      voluntary case or proceeding; (ii) consent to the entry of an order for relief
      against it in an involuntary case; (iii) consent to the appointment of a
      trustee, receiver, assignee, liquidator or similar official; (iv) make an
      assignment for the benefit of its creditors; or (v) admit in writing its
      inability to pay its debts as they become due; 

     

    (e)  if
      a
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that (i) is for relief against Maker, Guarantor or any of their respective
      shareholders in an involuntary case, (ii) appoints a trustee, receiver,
      assignee, liquidator or similar official for Maker, Guarantor or substantially
      all of each of their respective properties, or (iii) orders the liquidation
      of
      Maker or Guarantor and in each case the order or decree is not dismissed within
      sixty (60) days; 

     

    (f)  any
      money
      judgment, writ or warrant of attachment, or similar process in excess of Fifty
      Thousand Dollars ($50,000) in the aggregate shall be entered or filed against
      the Maker, Guarantor or any of each of their respective assets and/or properties
      which remains unpaid, unvacated, unbonded or unstayed for a period of thirty
      (30) or more days; 

     

    (g)  if
      the
      Maker or Guarantor (i) is merged or consolidated with another entity without
      the
      prior written consent of the Payee (ii) is dissolved or ceases to exist as
      a
      corporation or (iii) whether in one or a series of transactions, sells or
      otherwise transfers more than fifty percent (50%) of its assets (other than
      inventory in the ordinary course of business), or in each of cases (i), (ii)
      or
      (iii) enters into an agreement to take such actions; 

     

    (h)  this
      Note
      or the Security Agreement shall be disaffirmed or shall terminate, be terminable
      or be terminated or become void, invalid or unenforceable or otherwise cease
      to
      be in full force and effect for any reason whatsoever other than the expiration
      of this Note following the payment of all obligations of the Maker to the Payee;
      

     

    (i)  the
      Maker
      shall assert the invalidity or unenforceability of the Note or the Security
      Agreement or the Guarantor shall assert the invalidity or unenforceability
      of
      the Guaranty Agreement; 

     

    (j)  any
      representation or warranty made by the Maker in this Note or in the Security
      Agreement shall prove to have been false in any material respect when made;
      or


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (k)  any
      covenant or agreement made by the Maker in this Note or in the Security
      Agreement (and not covered by (a)-(i) above) is breached, violated, or not
      complied with and not cured within ten (10) business days upon written notice
      to
      Maker.

     

    2.2  NOTICE
      OF
      DEFAULT BY MAKER

     

    Maker
      shall promptly notify Payee of the occurrence of any Event of Default of which
      Maker acquires knowledge.

     

    2.3  REMEDIES

     

    Upon
      the
      occurrence and continuation of an Event of Default hereunder, Payee may, at
      its
      option, (i) by written notice to Maker, declare the entire unpaid Principal
      Amount of this Note, together with all accrued interest thereon, immediately
      due
      and payable regardless of any prior forbearance, and/or (ii) exercise any and
      all rights and remedies available to it under applicable law, including, without
      limitation, the right to collect from Maker all sums due under this Note (and/or
      exercise its rights under the Security Agreement and/or Guaranty Agreement).
      Maker shall pay all reasonable costs and expenses incurred by or on behalf
      of
      Payee in connection with Payee's exercise of any or all of its rights and
      remedies under this Note, the Security Agreement or the Guaranty Agreement,
      including, without limitation, reasonable attorneys' fees and the reasonable
      expenses and the fees and expenses of Payee’s expert witnesses. The provisions
      herein for a Default Rate shall not be deemed to extend the time for any payment
      hereunder or to constitute a "grace period" giving Maker a right to cure any
      default.

     

    2.4  SECURED
      NOTE

     

    The
      payment of all amounts owed by Maker and the performance by Maker of all of
      its
      duties and obligations under this Note are secured by the Security Agreement
      and
      Guaranty Agreement.

     

    2.5  USE
      OF
      PROCEEDS

     

    The
      proceeds of this Note shall be used by Maker for general corporate
      purposes.

     

    3.  REPRESENTATIONS
      AND WARRANTIES

     

    3.1  Due
      Authorization; Effect of Transaction

     

    Except
      as
      would not have an adverse affect on Payee’s rights under the Note or the
      Security Agreement, no provision of Maker’s Certificate of Incorporation or
      By-Laws, or of any agreement, instrument, or any applicable law to which it
      is a
      named party or by which any it is bound has been, or will be violated by, (a)
      the execution by Maker of this Note or the Security Agreement, or (b) the
      performance or satisfaction of any agreement or condition herein or therein
      contained upon its part to be performed or satisfied. All requisite corporate
      and other authorizations for such execution, delivery, performance, and
      satisfaction have been duly obtained. Upon execution and delivery by all of
      the
      parties thereto, this Note and the Security Agreement will be a legal, valid,
      and binding obligation of Maker, enforceable in accordance with their terms,
      subject to laws of general application relating to bankruptcy, insolvency and
      the relief of debtors and rules of law governing specific performance,
      injunctive relief or other equitable remedies. Maker is not in default in the
      performance, observance, or fulfillment of any of the terms or conditions of
      its
      Certificate of Incorporation or By-Laws. No consent, authorization, waiver
      by or
      filing with any governmental agency, administrative body or other third party
      is
      required in connection with the execution, delivery or performance of this
      Note
      or the Security Agreement by Maker.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.2  Solvency

     

    Maker
      is
      not now insolvent nor will it be rendered insolvent by complying with the
      provisions contemplated by this Note or the Security Agreement. As used in
      this
      section, “insolvent” means that the sum of the debts and other probable
      liabilities of Maker exceeds the present fair saleable value of its assets
      on a
      consolidated basis. 

     

    3.3  Organization
      and Corporate Power

     

    Maker
      is
      a corporation duly organized, validly existing, and in good standing under
      the
      laws of New York and is duly qualified and in good standing as a foreign
      corporation in each other jurisdiction in which it owns or leases properties,
      conducts operations, maintains a stock of goods, or is otherwise required to
      be
      qualified, except where the failure to so qualify and be in good standing would
      not have a material adverse effect on its financial condition, business,
      operations, properties, or assets. Maker has the requisite power and authority
      to (a) own or lease and operate its properties and (b) conduct its business
      as
      presently conducted.

     

    3.4  Litigation
      and Claims

     

    Maker
      represents and warrants that there are no actions, suits, proceedings or
      investigations pending or, to the knowledge of Maker, threatened against or
      affecting the Maker before any court, governmental agency or arbitrator, which
      involve forfeiture of any assets of the Maker or which may materially adversely
      affect the financial condition, stockholders’ equity, contingent liabilities,
      prospects, material agreements, results of operations, properties, assets or
      business of the Maker, taken as a whole or the ability of the Maker to perform
      its obligations under this Note or the Security Agreement.

     

    4.  MISCELLANEOUS

     

    4.1  WAIVER
      GENERALLY

     

    The
      rights and remedies of Payee under this Note shall be cumulative and not
      alternative. No waiver by Payee of any right or remedy under this Note shall
      be
      effective unless in a writing signed by Payee. Neither the failure nor any
      delay
      in exercising any right, power or privilege under this Note will operate as
      a
      waiver of such right, power or privilege and no single or partial exercise
      of
      any such right, power or privilege by Payee will preclude any other or further
      exercise of such right, power or privilege or the exercise of any other right,
      power or privilege. To the maximum extent permitted by applicable law, (a)
      no
      claim or right of Payee arising out of this Note can be discharged by Payee,
      in
      whole or in part, by a waiver or renunciation of the claim or right unless
      in a
      writing, signed by Payee; (b) no waiver that may be given by Payee will be
      applicable except in the specific instance for which it is given; and (c) no
      notice to or demand on Maker will be deemed to be a waiver of any obligation
      of
      Maker or of the right of Payee to take further action without notice or demand
      as provided in this Note. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.2  WAIVER
      BY
      MAKER

     

    Maker
      hereby waives all right to notice of acceptance, default, presentment, and
      notice of dishonor.

     

    4.3  SEVERABILITY

     

    If
      any
      provision in this Note is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Note will remain in full
      force and effect. Any provision of this Note held invalid or unenforceable
      only
      in part or degree will remain in full force and effect to the extent not held
      invalid or unenforceable.

     

    4.4  APPLICABLE
      LAW; JURISDICTION; WAIVER OF JURY TRIAL

     

    THIS
      NOTE
      AND THE RELATED SECURITY AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER
      THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
      PERFORMED THEREIN, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF
      LAW.
      MAKER HEREBY IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST
      MAKER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE MAY BE INSTITUTED
      IN
      ANY STATE COURT OF GENERAL JURISDICTION LOCATED IN THE STATE AND COUNTY OF
      NEW
      YORK OR THE UNITED STATES FEDERAL COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
      AND MAKER HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF SUCH COURTS. MAKER
      FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS ARISING OUT OF ANY OF
      THE
      AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
      THEREOF BY POSTAGE PREPAID CERTIFIED OR REGISTERED FIRST-CLASS MAIL, RETURN
      RECEIPT REQUESTED, TO MAKER. THE FOREGOING, HOWEVER, SHALL NOT LIMIT THE RIGHT
      OF PAYEE TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
      COMMENCE ANY LEGAL ACTION OR PROCEEDING OR TO OBTAIN EXECUTION OF JUDGMENT
      IN
      ANY APPROPRIATE JURISDICTION. IN THE EVENT OF LITIGATION BETWEEN PAYEE AND
      MAKER
      OVER ANY MATTER CONNECTED WITH THIS NOTE, THE RIGHT TO A TRIAL BY JURY IS HEREBY
      WAIVED BY MAKER AND PAYEE.

    


    4.5  PARTIES
      IN INTEREST

     

    This
      Note
      is non-negotiable and may not be sold, assigned or otherwise transferred (except
      under will or laws of succession applicable to Payee) without the prior written
      consent of Maker and Payee and shall bind both parties hereto and their
      respective heirs, successors and permitted assigns.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.6  SECTION
      HEADINGS; CONSTRUCTION

     

    The
      headings of Sections in this Note are provided for convenience only and will
      not
      affect its construction or interpretation. All references to "Section" or
      "Sections" refer to the corresponding Section or Sections of this Note unless
      otherwise specified. All words used in this Note will be construed to be of
      such
      gender or number as the circumstances require. Unless otherwise expressly
      provided, the words "hereof" and "hereunder" and similar references refer to
      this Note in its entirety and not to any specific section or subsection
      hereof.

     

    4.7  USURY
      SAVINGS CLAUSE 

     

    Anything
      in this Note to the contrary notwithstanding, the obligation of the Maker to
      make payments of interest shall be subject to the limitation that payments
      of
      interest shall not be required to be made to the extent that the Payee’s receipt
      thereof would not be permissible under the law or laws applicable to it limiting
      rates of interest which may be charged or collected by it. Any such amount
      of
      interest which is not paid as a result of the limitation referred to in the
      preceding sentence shall be carried forward and paid by the Maker to the Payee
      on the earliest date or dates on which any interest is payable under this Note
      and on which the receipt thereof is permissible under the laws applicable to
      the
      Payee limiting rates of interest which may be charged or collected by the Payee.
      Such payment shall be made as additional interest for the month preceding such
      interest payment date. Such deferred payments shall not bear
      interest.

     

    4.8  TIME
      OF
      THE ESSENCE

     

    Wherever
      time is specified for the doing or performance of any act herein, time shall
      be
      considered of the essence.

     

    4.9  NOTICES

     

    Any
      notice, demand, claim or other communication under this Note or under the
      Security Agreement shall be in writing and shall be sent by certified mail,
      return receipt requested, postage prepaid; telegraph; facsimile transmission
      (with proof of sending); or overnight courier to the following addresses (or
      to
      such other address as a party to receive such notice shall specify to the other
      parties hereto in accordance with the provisions of this section):

     

    If
      to
      Payee:

    


    Nascap
      Corp.

    7
      Purdue
      Road

    Glen
      Cove, New York 11542

    


    If
      to
      Maker :

    


    Call
      Compliance, Inc.

    90
      Pratt
      Oval

    Glen
      Cove, New York 11542

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    All
      such
      notices and communications shall be deemed effective as follows: if mailed,
      on
      the third business day following deposit in the mail, or if by overnight
      courier, on the day following delivery to the courier; provided,
      that if
      such day is not a business day, such notice or communication shall be deemed
      effective on the next succeeding business day.

     

    (signature
      page follows)

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Maker has executed and delivered this Note as of the date
      first
      stated above.

     

    
      	 	 	 
	 	CALL
              COMPLIANCE, INC. (Maker)
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    


       

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    Security
      Agreement

    


    


    SEE
      ATTACHED.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Guaranty
      Agreement

    


    


    SEE
      ATTACHED.