**Exhibit
      10.20**




PROMISSORY
      NOTE




AMOUNT
                $50,000.00
            DATED
                January 17, 2008New
                York, New York




FOR
      VALUE
      RECEIVED, RIVER CAPITAL GROUP, INC., a Delaware corporation (together with
      its
      successors and permitted assigns, **“Borrower”** )
      promises to pay to the order of The Longview Fund, L.P. (together with his
      successors and permitted assigns, **“Holder”** ),
      in
      lawful money of the United States of America, on or prior to April 16, 2008
      (the **“Maturity
      Date”** ),
      the
      principal sum of **FIFTY
      THOUSAND DOLLARS AND N0/100 CENTS ($50,000.00)** .
      In
      addition to the foregoing payment of principal, interest on the outstanding
      principal balance hereof shall accrue at the interest rate of fifteen percent
      (15%) per annum (based upon a 365 day year), which interest shall be payable
      on
      the Maturity Date. If any payment date hereunder falls on a date which is not
      a
      business day in New York, New York, such payment date shall moved to the
      immediately succeeding business day. The proceeds of the loan evidenced by
      this
      Note shall be disbursed to Borrower in accordance with the written instructions
      of Borrower.




Borrower
      may prepay the principal and interest outstanding under this Note, at any time,
      in whole or in part, in each case without penalty or premium of any kind. Any
      partial prepayment shall be applied first against the then outstanding accrued
      interest and then against the outstanding principal amount.




Borrower
      hereby agrees to pay all of Holder’s reasonable costs and expenses (including
      legal fees and expenses) incurred by Holder in connection with the preparation
      and negotiation of this Note and all other documents executed and delivered
      by
      Borrower in connection with or related to this Note or the indebtedness incurred
      hereunder.




Presentment
      and protest are hereby waived by all makers, sureties, guarantors and endorsers
      hereof. Borrower hereby represents, warrants and covenants that this is, and
      is
      intended to be, a business purpose loan for all purposes under New York
      law.




The
      following events shall constitute an **“Event
      of Default”** hereunder: (i) the failure of Borrower to pay any principal or interest when
      due
      hereunder, (ii) the failure of any representation and warranty of Borrower
      hereunder to be true and correct in any material respect, (iii) the breach
      by
      the Borrower of any of its covenants or agreements contained herein and such
      failure continues for five (5) business days after notice thereof by Holder,
      (iv) Borrower shall commence a voluntary case or other proceeding seeking
      liquidation, reorganization or other relief with respect to itself or its debts
      under any bankruptcy, insolvency or other similar law now or hereafter in effect
      or seeking the appointment of a trustee, receiver, liquidator, custodian or
      other similar official of it or any substantial part of its property, or shall
      consent to any such relief or to the appointment of or taking possession by
      any
      such official in an involuntary case or other proceeding commenced against
      it,
      or shall make a general assignment for the benefit of creditors, or shall fail
      generally to pay its debts as they become due, or shall take any corporate
      action to authorize any of the foregoing, or (v) an involuntary case or other
      proceeding shall be commenced against Borrower seeking liquidation,
      reorganization or other relief with respect to it or its debts under any
      bankruptcy, insolvency or other similar law now or hereafter in effect or
      seeking the appointment of a trustee, receiver, liquidator, custodian or other
      similar official of it or any substantial part of its property, and such
      involuntary case or other proceeding shall remain undismissed and unstayed
      for a
      period of 30 days; or an order for relief shall be entered against Borrower
      under the federal bankruptcy laws as now or hereafter in effect.








Upon
      the
      occurrence and during the continuance of an Event of Default, Holder may, by
      notice to the Borrower declare this Note and all other obligations related
      hereto to be due and payable without presentment, demand or protest of any
      kind,
      all of which are hereby waived by Borrower, and Borrower shall pay the same; provided  that in the
      case of any of the Events of Default specified in clauses (iv) and (v) above,
      without any notice to Borrower or any other act by Holder, this Note and all
      other such obligations hereunder shall become immediately due and payable
      without presentment, demand, protest or other notice of any kind, all of which
      are hereby waived by Borrower, and Borrower shall pay the same. In addition
      to
      all of Borrower’s obligations hereunder, Borrower shall be liable for all of
      Holder’s reasonable costs and expenses incurred in connection with the
      enforcement of this Note and any other document executed and delivered by
      Borrower in connection with this Note or the indebtedness incurred by Borrower
      hereunder. Upon the occurrence and during the continuance of any Event of
      Default, Holder may, upon written notice to Borrower (i) increase the interest
      rate to eighteen percent (18%) per annum, which increase shall begin to accrue
      on the 2 nd business
      day after such notice is delivered to Borrower and shall continue until such
      Event(s) of Default is/are cured by Borrower or waived by Holder, and (ii)
      exercise all other remedies available to Holder hereunder, at law or in equity.





In
      addition to the foregoing, Borrower hereby agrees to indemnify, pay and hold
      harmless Holder and its affiliates, officers, directors, employees, partners,
      investment advisors and agents (collectively called the **"Indemnitees"** )
      from
      and against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, claims, costs, expenses and disbursements of any
      kind
      or nature whatsoever (including the fees and disbursements of counsel for such
      Indemnitee) in connection with any investigative, response, remedial,
      administrative or judicial matter or proceeding that may be imposed on, incurred
      by or asserted against such Indemnitee as a result of or in connection with
      the
      transactions contemplated hereby, including, without limitation, proposed and
      actual extensions of credit under this Note and the use or intended use of
      the
      proceeds hereof, provided  however ,
      the
      foregoing indemnification shall not cover any liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, claims, costs, expenses or
      disbursements arising from the gross negligence or willful misconduct of
      Holder.





BORROWER
      MAY NOT ASSIGN ITS OBLIGATIONS UNDER THIS NOTE AT ANY TIME. HOLDER MAY ASSIGN
      THIS NOTE AT ANY TIME WITHOUT THE CONSENT OF BORROWER.





2


This
      Note
      shall be construed and enforced in accordance with, and all questions concerning
      the construction, validity, interpretation and performance of this Note shall
      be
      governed by, the internal laws of the State of New York, without giving effect
      to any choice of law or conflict of law provision or rule (whether of the State
      of New York or any other country or jurisdiction) that would cause the
      application of the laws of any jurisdiction or country other than the State
      of
      New York. Borrower hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in the City of New York, borough of
      Manhattan, for the adjudication of any dispute hereunder or in connection
      herewith 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. Borrower 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 by registered or certified U.S. mail, return receipt
      requested, or by a nationally recognized overnight delivery service, to Borrower
      at the address for such notices to it under this Note 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. BORROWER HEREBY IRREVOCABLY
      WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
      ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING
      OUT
      OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.





Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Note 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) business 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
      Borrower:





River
      Capital Group, Inc.


Suite
      312, 7 Reid Street


Hamilton
      Bermuda, HM11


Attention:
      Howard Taylor


Facsimile:
      441-296-1214





If
      to
      Holder:





The
      Longview Fund, L.P.


c/o
      Viking Asset Management, LLC


600
      Montgomery Street, 44th Floor


San
      Francisco, CA 94111


Attention:
      Michael Rudolph


Facsimile:
      415-981-5301





With
      a
      copy to:





c/o
      Viking Asset Management, LLC


10
      Glenville Street, 3rd Floor


Greenwich,
      Connecticut 06831


Attention:
      Robert J. Brantman


Facsimile:
      646-840-4958





3


And
      with
      a copy to:





Katten
      Muchin Rosenman LLP


525
      W.
      Monroe Street


Chicago,
      Illinois 60661-3693


Attention:
      Mark D. Wood, Esq.


Facsimile:
      312-902-1061





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 five (5) 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 deposit with a nationally recognized
      overnight delivery service in accordance with clause (i), (ii) or (iii) above,
      respectively.





In
      the
      event that any signature to this Note or any amendment hereto is delivered
      by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of Borrower (or the party
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.
      Notwithstanding the foregoing, Borrower shall be required to deliver an
      originally executed Note to the Holder. At the request of Holder, Borrower
      shall
      promptly re-execute an original form of this Note or any amendment hereto and
      deliver the same to Holder. Borrower shall not raise the use of a facsimile
      machine or e-mail delivery of a “.pdf” format data file to deliver a signature
      to this Note or any amendment hereto or the fact that such signature was
      transmitted or communicated through the use of a facsimile machine or e-mail
      delivery of a “.pdf” format data file as a defense to the formation or
      enforceability of a contract and Borrower forever waives any such defense.





[Signature
      Page Follows]




4





IN
      WITNESS WHEREOF, each of the undersigned has executed this Note as of the date
      first written above:




Borrower:


**RIVER
              CAPITAL GROUP, INC.**By:
            /s/ Howard
              TaylorName:Howard
              TaylorTitle:Chief
              Executive Officer