Exhibit
      10.54





THIS
      PROMISSORY NOTE AND THE SECURITIES PURCHASABLE UPON EXERCISE OF THE RIGHTS
      CONTAINED IN THIS PROMISSORY NOTE (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE
      SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED
      OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL
      SATISFACTORY TO THE HOLDER HEREOF (M2B, INC.), AN EXEMPTION FROM SUCH
      REGISTRATION UNDER THE SECURITIES ACT IS APPLICABLE TO SUCH PROPOSED EXERCISE,
      SALE, ASSIGNMENT, PLEDGE, TRANSFER OR OTHER DISPOSITION.





**CONVERTIBLE
      PROMISSORY NOTE**





$100,600.00
            September
                9, 2005


Los
      Angeles, California





FOR
      VALUE
      RECEIVED, ITREX INTERNATIONAL CORPORATION, a Delaware corporation (“Itrex” or
      the “Borrower”), a wholly-owned subsidiary of Orbit Brands Corporation (“Orbit”
or the “Company”), hereby promises to pay to M2B, Inc. (“Holder”), the sum of
      One Hundred Thousand, Six Hundred Dollars ($100,600.00) on the second
      anniversary date following the confirmation of the Company’s Chapter 11 Plan of
      Reorganization (the “Maturity Date”), together with accrued interest thereon.
      The Maturity Date is estimated to occur by December 31, 2008. Borrower shall
      repay the principal and any accrued but unpaid interest due under this
      Promissory Note (the “Note”) on the Maturity Date, by check or wire transfer to
      the party who is the registered holder of this Note (“Holder’s Agent”). Whenever
      any payment to be made hereunder falls due on a Saturday, Sunday or business
      holiday in Los Angeles, California, such payment may be made on the next
      succeeding business day, and such extension of time will, in such case, be
      included in computing interest, if any, in connection with such payment.





Interest
      shall accrue on the principal amount of this Convertible Promissory Note (the
      “Note”) at a fixed simple rate of ten percent (10%) per annum, calculated on the
      actual number of days elapsed, on the basis of a 360-day year. Interest shall
      be
      payable in kind (convertible into shares of the Company’s common stock) or cash.
      The principal and all accrued interest may be converted into fully paid and
      nonassessable shares of common stock of the Company at the conversion price
      (defined hereinbelow) at the option of the Company, in the event that the
      principal and all accrued interest are not paid in full in cash on the Maturity
      Date.





The
      conversion price shall be $0.001 per share (the “Conversion Price”). Any
      fractional shares issuable upon conversion of this Note shall be rounded down
      to
      the nearest whole share. The Company intends that all such shares issuable
      upon
      conversion of the Note shall be registered pursuant to Section 1145 of the
      Bankruptcy Code (Title 11, United States Code, Section 1145).





The
      Conversion Price and the number of shares issuable upon conversion shall be
      proportionally adjusted upon the occurrence of an “Adjustment Event,” defined as
      any reclassification of the Company’s common stock, recapitalization, merger or
      consolidation, or like capital adjustment affecting the number of outstanding
      shares of common stock of the Company. The good faith determination by the
      Company’s Board of Directors as to what adjustments, amendments or arrangements
      shall be made to the Conversion Price, and the extent thereof, shall be final
      and conclusive, provided that the Conversion Price is adjusted in a manner
      that
      is no less favorable than the manner of adjustment used as to any other person
      with similar adjustment rights.





Conversion
      of all or a part of this Note shall be effectuated by submitting a written
      notice (the “Notice of Conversion”) in the form of Notice of Conversion attached
      hereto as Exhibit “1” and incorporated herein by reference, executed by the
      Company, evidencing the Company’s intention to convert this Note or a specified
      portion thereof. No fraction of a share will be issued on conversion, but the
      number of shares issuable shall be rounded down to the nearest whole share.
      The
      date on which Notice of Conversion is given (the “Conversion Date”) shall be
      deemed to be the date on which the Holder or Holder’s Agent first receives the
      Notice of Conversion. Certificates representing Common Stock upon conversion
      will be delivered to the Holder or Holder’s Agent within ten (10) trading days,
      subject to reasonable delay for processing by the Company’s transfer agent, if
      any, from the date the Notice of Conversion is delivered to the Holder or
      Holder’s Agent (“Delivery Date”). Delivery of shares upon conversion shall be
      made to the address specified by the Holder or the Holder’s Agent in the
      Company’s Notice of Conversion.





1


Any
      notice herein required or permitted to be given shall be presented in writing
      and sent by means of certified or registered mail, express mail, or other
      overnight delivery service, hand-delivery confirmed by signed receipt, or
      facsimile transmission (followed by prompt transmission of the original of
      such
      notice by any of the foregoing means or by regular U.S. Mail), in each case
      with
      proper postage or other charges prepaid and addressed or directed to the Holder
      or to the Holder’s Agent at their respective addresses. Such notice(s) shall be
      deemed given when actually issued. Any party may change its address and
      facsimile number for receipt of notices by service of notice to the other party
      as herein provided.





The
      following events shall constitute an “Event of Default” hereunder:





(a)
            If
                the Company fails to issue shares of common stock to the Holder or
                the
                Holder’s Agent, which shares can be immediately resold in the public
                securities market, or if it fails to cause its Transfer Agent to
                issue
                shares of common stock upon the proper exercise by the Company of
                its
                conversion rights in accordance with the terms of this Note;
                or





(b)
            If
                Borrower shall, without cause, fail to perform or observe, in any
                material
                respect, any other material covenant, term, provision, condition,
                agreement or obligation of Borrower under this Note, and such failure
                shall continue uncured for a period of thirty (30) days after written
                notice thereof shall have been provided to Borrower with respect
                to such
                failure.





Borrower
      hereby waives demand for payment, notice of nonpayment, presentment, notice
      of
      dishonor, protest, and notice of protest. If default shall occur in the payment
      of this Note, Borrower shall pay the Holder or Holder’s Agent hereof its costs
      of collection, including but not limited to its reasonable attorneys’ fees.





This
      Note
      shall be governed by the internal laws of the State of California.





This
      Note
      constitutes the entire agreement between the parties, and none of the parties
      is
      relying on any prior or contemporaneous oral representation or promise, or
      any
      omission of any information, in entering into this Note.





IN
      WITNESS WHEREOF, Borrower has caused this Note to be signed in its name, by
      its
      duly authorized representative, on or as of the date first written above.





ITREX INTERNATIONAL CORPORATIONByJoseph
              R. CelluraChief
              Executive Officer


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EXHIBIT
      “1”





NOTICE
      OF
      CONVERSION





(To
      be
      executed by the Company in order to convert the Convertible Promissory
      Note)




Orbit
      Brands Corporation, a Delaware corporation (“Orbit” or the “Company”), hereby
      irrevocably elects to convert $ ______________ of the principal/interest amount
      of the above Convertible Promissory Note, dated September
      9, 2005, into shares of Common Stock of the “Company”, according to the
      conditions hereof, as of the date written below.





Date
      of
      Conversion:
      _________________________________________________________________





Conversion
      Price: $_____________ (at
      $.001 per share)_____________________________________





Principal
      being converted: $ ___________________________________________________________





Accrued
      Interest being converted: $ _____________________________________________________





Number
      of
      shares of Common Stock to be
      issued: __________________________________________





Name: ____________________________________________________________________________





Address: __________________________________________________________________________





ORBIT
                BRANDS CORPORATION,
              a
                  Delaware corporationByJoseph
              R. CelluraChairman
              and Chief Executive Officer





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