EXHIBIT 10.8

                                 PROMISSORY NOTE

$40,000.00                                                  As of April 12, 2004
                                                              New York, New York

       1.     PARADISE  MUSIC &  ENTERTAINMENT,  INC.,  a  Delaware  corporation
having an office at PMB 300 1630 A 30th  Street,  Boulder,  Colorado  80301 (the
"Maker") hereby promises to pay to the order of PORTER CAPITAL  CORPORATION,  an
Alabama corporation with an office for the transaction of business at 38-A Grove
Street, Suite 201, Ridgefield, Connecticut 06877 (the "Holder"), in such coin or
currency of the United States of America as shall be legal tender at the time of
payment,  the principal sum of FORTY  THOUSAND and 00/100  ($40,000.00)  DOLLARS
(the  "Principal  Amount"),  with  interest  thereon  computed  from the date of
advance until maturity,  whether on the Maturity Date (as hereinafter  defined),
by acceleration,  or otherwise, at the rate equal to Ten (10%) Percent per annum
on the original  Principal  Amount (the  "Interest  Rate") and thereafter at the
Default Rate (as  hereinafter  defined),  together with any costs,  expenses and
attorneys' fees incurred by Holder pursuant to the provisions hereof.

       2.     Maker shall pay to Holder quarterly in arrears  commencing on July
1,  2004 and on the  first  day of every  third  month  thereafter  through  and
including  April 12,  2007 (or such  earlier  date on which  Holder  accelerates
payment of the indebtedness  evidenced  hereby pursuant the provisions  hereof),
being herein referred to as the "Maturity  Date",  interest at the Interest Rate
on the unpaid balance of the Principal Amount. On the Maturity Date,  whether by
acceleration, prepayment, or otherwise, the outstanding balance of the Principal
Amount,  together with accured and unpaid interest and any other amounts due and
payable to Holder hereunder shall be paid in full.

       3.     If any payment (whether for principal or interest) becomes due and
payable  on a  Saturday,  Sunday or other day on which  commercial  banks in the
State of Connecticut  are  authorized or required by law to close,  the maturity
thereof shall be extended to the next succeeding business day.

       4.     Upon the occurrence of any of the following events of default:

              (a)    Maker  defaults in the payment of  principal or interest on
the  Note  when  and as the  same  shall  become  due  and  payable  whether  by
acceleration thereof or otherwise;

              (b)    Maker  defaults in the  performance or observance of any of
the covenants and agreements contained in the Note (other than those relating to
payment) and same shall remain unremedied for a period of five (5) business days
after Maker shall  receive  written  notice of such default from Holder,  unless
such cure cannot reasonably be completed within said period, then if a remedy is
not commenced within said time period and diligently and continuously prosecuted
to completion within sixty (60) days following the default;

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              (c)    Maker makes an  assignment  for the benefit of creditors or
admits in writing its  inability to pay its debts  generally as they become due;
or Maker files any petition for relief under the federal Bankruptcy Code; or any
order, judgment or decree is entered adjudicating Maker bankrupt or insolvent;

              (d)    Maker   petitions  or  applies  to  any  tribunal  for  the
appointment of a trustee, receiver or liquidator of Maker, or of any substantial
part of the  assets of or any  proceedings  for the  voluntary  liquidation  and
dissolution  of  Maker  under  any   bankruptcy,   reorganization,   compromise,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction, whether now or hereafter in effect;

              (e)    any  such  petition  or  application  is  filed or any such
proceedings  are  commenced  against  Maker and Maker by any act  indicates  its
approval  thereof,  consent  thereto  or  acquiescence  therein,  or any  order,
judgment  or  decree  is  entered  appointing  any  such  trustee,  receiver  or
liquidator,  or approving the petition in any such  proceedings  and such order,
judgment  or decree  remains  unstayed  and in effect for more than  thirty (30)
days; or

              (f)    any order,  judgment or decree is entered in any proceeding
against Maker  decreeing the  dissolution  of Maker and such order,  judgment or
decree remains unstayed and in effect for more than thirty (30) days;

then,  and at any time  thereafter,  the Holder  may,  by written  notice to the
Maker,  at its option (i) declare  this Note to be  forthwith  due and  payable,
whereupon this Note shall become forthwith due and payable, both as to Principal
Amount and interest, without presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived, anything contained herein to
the contrary  notwithstanding;  however,  if any event  described in clauses (d)
through  (f),   inclusive,   shall  occur,  this  Note  shall  thereupon  become
immediately due and payable,  both as to Principal Amount and interest,  without
presentment,  demand,  protest or any other notice of any kind, all of which are
hereby   expressly   waived,   anything   contained   herein  to  the   contrary
notwithstanding.

       5.     In the event the Maker  fails to pay the  Principal  Amount on the
Maturity Date, the Principal  Amount shall  thereafter bear interest at the rate
of eighteen percent per annum (the "Default Rate").

       6.     In the event the Maker  fails to pay the  Principal  Amount on the
Maturity Date, Maker shall pay to Holder as liquidated damages, an amount of ten
percent of the outstanding balance, including unpaid interest, on this Note.

       7.     The outstanding balance of the Principal Amount on this Note shall
be  pre-payable  at any time on five (5) days  notice to Holder,  in whole or in
part, without the imposition of a prepayment premium.

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       8.     The terms and  conditions  of this Note shall be governed  by, and
construed  and  interpreted  in  accordance  with  the  laws  of  the  State  of
Connecticut.

       9.     All notices, demands or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered  personally,
reputable  overnight  carrier or sent by registered or certified  mail,  postage
prepaid,  addressed to each party as set forth in the initial  paragraph of this
Note. If mailed, any notice,  demand or other  communication  shall be deemed to
have been given or made when mailed.  Any party may by notice change the address
to which notice or other communications to it are to be delivered or mailed.

       10.    Any  waiver  of any term or  condition  or any  amendment  of,  or
supplementation to, this Note shall be effective only if in writing. A waiver of
any breach or failure to  enforce  any of the terms or  conditions  of this Note
shall not in any way affect,  limit or waive a party's  rights  hereunder at any
time to enforce  strict  compliance  thereafter  with every term or condition of
this Note.

       11.    The Maker  shall pay on demand all costs and  expenses  (including
without  limitation actual legal fees) incurred by the Holder in connection with
the enforcement of this Note.

       12.    In the event that any one or more of the  provisions  of this Note
shall be determined to be invalid,  illegal or  unenforceable in any respect for
any reason, the validity,  legality and enforceability of any such provisions in
any other  respect and the  remaining  provisions of this Note shall not, at the
election of the party for whose  benefit  the  provision  exists,  be in any way
impaired.

       13.    The Holder may, upon prior written notice to the Maker,  negotiate
or assign all or part of its rights under this Note to any other person, and any
holder or assignee  (or further  holder or  assignee)  may,  upon prior  written
notice  to the  Maker,  further  negotiate  or assign  such  rights to any other
person.

       14.    The rights, powers and remedies provided herein are cumulative and
not  exclusive  of any right,  power or remedy  provided  by law or  equity.  No
failure or delay on the part of the  Holder in  exercising  any right,  power or
remedy may be, or may be deemed to be, a waiver  thereof;  nor may any single or
partial  exercise of any right,  power or remedy  preclude  any other or further
exercise of any other right, power or remedy.

       15.    The Maker agrees that its obligation to make payments of principal
and interest as provided  for herein are  independent  obligations  and shall be
absolute and unconditional and not subject to any defense, counterclaim, set-off
or other right, existing or future, which the Maker may have against the Holder,
any holder hereof or any other person or entity.

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       16.    The  payment  of this Note is  secured  by that  certain  security
agreement (the "Security  Agreement") dated as of the date hereof between Maker,
as debtor, and Holder, as secured party.

       17.    The Maker knowingly and intentionally  waives the applicability of
any rule of  construction,  which  provides that in the event of ambiguity,  the
provision  in  question  is to be  construed  to  the  detriment  of  the  party
responsible for the drafting of the document.

       18.    The Maker agrees to reimburse the Holder for its reasonable  legal
fees incurred in connection with the loan evidenced hereby.

       19.    If any law  which  applies  to the Note  and  which  sets  maximum
interest charges,  is finally interpreted so that the interest charged by Holder
to Maker or other charges  collected or to be collected in connection  with this
Note exceed the permitted limits under any applicable law or statute,  then: (i)
any such interest or other  charges shall be reduced by the amount  necessary to
reduce the charges to the permitted limit;  and (ii) any sums already  collected
from Maker which exceed  permitted limits will be applied and shall be deemed to
have been payments of Maker's obligations hereunder.

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

                                     PARADISE MUSIC & ENTERTAINMENT, INC.


                                     By: /s/ Kelly T. Hickel
                                        ----------------------------------------
                                        Name:  Kelly T. Hickel
                                        Title: Chairman and President



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