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                                                                   EXHIBIT 10.1

                          CONSOLIDATED PROMISSORY NOTE
                     (The Conrad von Bibra Revocable Trust)

$400,000.00                                              Lake Forest, California
                                                         March 31, 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 Four Hundred Thousand Dollars and No Cents
($400,000.00), 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 April 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
                  -----------     ------------
                   1/14/2004        50,000.00
                   1/23/2004         5,000.00
                   1/29/2004        85,000.00
                   2/13/2004        60,000.00
                   2/27/2004        50,000.00
                   3/12/2004        90,000.00
                   3/31/2004        60,000.00
                                  ------------
                                   400,000.00
                                  ============

                                                      Prism Software Corporation


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