Exhibit 10.32




PROMISSORY
NOTE
 
 May
15, 2008
 
 Matawan,
      New Jersey
              $35,000
 
 FOR VALUE RECEIVED, the
undersigned, THOMAS
PHARMACEUTICALS, LTD., a New Jersey corporation (the “Company”), promises
to pay MARK MELLER, an
individual (the “Lender”) with offices
at 5 Regent Street, Suite 520, Livingston, NJ 07039 or other address as the
Lender shall specify in writing, the principal sum of Thirty-Five Thousand Dollars ($35,000)and interest
at the annual rate of three percent (3%) on the unpaid balance pursuant to the
following terms:
 
 NOW, THEREFORE, in
consideration of the foregoing the undersigned, the Company agrees to the
following terms pursuant to this promissory note as set forth
below:
 
 1.  Principal
and Interest.For value
received, the Company hereby promises to pay to the order of the Lender in
lawful money of the United States of America and in immediately available funds
the principal sum of Thirty-five Thousand Dollars ($35,000), plus accrued
interest at the rate of three percent (3%) per annum.
 
 2.  Maturity
Date.    This Promissory Note and accrued interest
shall be due and payable May 14, 2013.
  3.  Waiver
and Consent.  To the fullest extent permitted by law and except
as otherwise provided herein, the Company waives demand, presentment, protest,
notice of dishonor, suit against or joinder of any other person, and all other
requirements necessary to charge or hold the Company liable with respect to this
Promissory Note.
 
 4.  Costs,
Indemnities and Expenses.  In the event of default as described
herein, the Company agrees to pay all reasonable fees and costs incurred by the
Lender in collecting or securing or attempting to collect or secure this
Promissory Note, including reasonable attorneys’ fees and expenses, whether or
not involving litigation, collecting upon any judgments and/or appellate or
bankruptcy proceedings.  The Company agrees to pay any documentary
stamp taxes, intangible taxes or other taxes which may now or hereafter apply to
this Promissory Note or any payment made in respect of this Promissory Note, and
the Company agrees to indemnify and hold the Lender harmless from and against
any liability, costs, attorneys’ fees, penalties, interest or expenses relating
to any such taxes, as and when the same may be incurred.
 
 5.  Event of
Default.  An “Event of Default”
shall be deemed to have occurred upon the occurrence of any of the following:
(i) the Company should fail for any reason or for no reason to make any payment
of the interest or principal pursuant to this Promissory Note within fifteen
(15) days of the date due as prescribed herein; (ii) failure by the Company for
twenty (20) days after notice to it to satisfy any of its other obligations or
requirements or comply with any of its other agreements under this Promissory
Note; (iii) any proceedings under any bankruptcy laws of the United States of
America or under any insolvency, not disclosed to the Lender, reorganization,
receivership, readjustment of debt, dissolution, liquidation or any similar law
or statute of any jurisdiction now or hereinafter in effect (whether in law or
at equity) is filed by or against the Company or for all or any part of its
property; or (iv) a breach by the Company of its obligations, or an event of
default, under the Asset Purchase Agreement, or any other agreements hereunder
between the Company and the Lender of even date herewith which is not cured by
any applicable cure period set forth therein. Upon an Event of Default (as
defined above), the entire principal balance and accrued interest outstanding
under this Promissory Note, and all other obligations of the Company under this
Promissory Note, shall be immediately due and payable without any action on the
part of the Lender, interest shall accrue on the unpaid principal balance at
eighteen percent (18%) or the highest rate permitted by applicable law, if
lower, and the Lender shall be entitled to seek and institute any and all
remedies available to it.
 
 6.  Maximum
Interest Rate.  In no event shall any agreed to or actual
interest charged, reserved or taken by the Lender as consideration for this
Promissory Note exceed the limits imposed by New Jersey law.  In the
event that the interest provisions of this Promissory Note shall result at any
time or for any reason in an effective rate of interest that exceeds the maximum
interest rate permitted by applicable law, then without further agreement or
notice the obligation to be fulfilled shall be automatically reduced to such
limit and all sums received by the Lender in excess of those lawfully
collectible as interest shall be applied against the principal of this
Promissory Note immediately upon the Lender’s receipt thereof, with the same
force and effect as though the Company had specifically designated such extra
sums to be so applied to principal and the Lender had agreed to accept such
extra payment(s) as a premium-free prepayment or prepayments.
 
 7.  Cancellation
of Promissory Note. Upon the repayment by the Company of all of its
obligations hereunder to the Lender, including, without limitation, the
principal amount of this Promissory Note, plus accrued but unpaid interest, the
indebtedness evidenced hereby shall be deemed canceled and paid in
full.  Except as otherwise required by law or by the provisions of
this Promissory Note, payments received by the Lender hereunder shall be applied
first against expenses and indemnities, next against interest accrued on this
Promissory Note, and next in reduction of the outstanding principal balance of
this Promissory Note.
 
 8.  Severability.  If any provision
of this Promissory Note is, for any reason, invalid or unenforceable, the
remaining provisions of this Promissory Note will nevertheless be valid and
enforceable and will remain in full force and effect.  Any provision
of this Promissory Note that is held invalid or unenforceable by a court of
competent jurisdiction will be deemed modified to the extent necessary to make
it valid and enforceable and as so modified will remain in full force and
effect.
 
 9.  Amendment
and Waiver.  This Promissory
Note may be amended, or any provision of this Promissory Note may be waived,
provided that any such amendment or waiver will be binding on a party hereto
only if such amendment or waiver is set forth in a writing executed by the
parties hereto.  The waiver by any such party hereto of a breach of
any provision of this Promissory Note shall not operate or be construed as a
waiver of any other breach.
 
 10.  Successors.  Except as
otherwise provided herein, this Promissory Note shall bind and inure to the
benefit of and be enforceable by the parties hereto and their permitted
successors and assigns.
 
 11.  Assignment.  This Promissory
Note shall not be directly or indirectly assignable or delegable by the
Company.  The Lender may assign this Promissory Note.
 
 
  12.  No Strict
Construction.  The language used
in this Promissory Note will be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction will
be applied against any party.
 
 13.  Further
Assurances.  Each party hereto
will execute all documents and take such other actions as the other party may
reasonably request in order to consummate the transactions provided for herein
and to accomplish the purposes of this Promissory Note.
 
 14.  Conversion
of Promissory Note.  This Note shall be convertible, at the
option of the Company, into thirty-five thousand (35,000) shares of the Company
Class B Common Stock, plus shares which may be issued on a dollar for dollar
basis in an amount equal to any interest due and owing..  Company may
choose, at its discretion, to partially convert this obligation into shares of
Class B Common Stock at any time.
  15.  Notices,
Consents, etc.Any notices, consents, waivers or other
communications required or permitted to be given under the terms hereof 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) delivery by 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 Company:
                        Thomas
      Pharmaceuticals, Ltd.
                          750
      Highway 34
                          Matawan,
      NJ 07747Attention:  Mark
      MellerTelephone:  (732)
      441-7700Facsimile:  (732)
      441-9895With
      a copy to:
                        Meritz
      & Muenz LLP2021
      O Street NWWashington,
      DC 20036Attention:  Lawrence
      A. Muenz, EsquireTelephone:  (202)
      728-2909Facsimile:  (202)
      728-2910If
      to the Lender:
                        Mark
      Meller
                          c/o
      Trey Resources, Inc.
                          5
      Regent Street, Suite 520
                          Livingston,
      NJ 07039Telephone:  (973)
      758-6108Facsimile:  (973)
      758-9449With
      a copy to:Meritz
      & Muenz LLP2021
      O Street NWWashington,
      DC 20036Attention:  Lawrence
      A. Muenz, EsquireTelephone:  (202)
      728-2909Facsimile:  (202)
      728-2910
 
 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 three (3) business 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 receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.
 
 
  16.  Remedies,
Other Obligations, Breaches and Injunctive Relief.  The Lender’s
remedies provided in this Promissory Note shall be cumulative and in addition to
all other remedies available to the Lender under this Promissory Note, at law or
in equity (including a decree of specific performance and/or other injunctive
relief), no remedy of the Lender contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit the Lender’s right to pursue actual damages for any failure by the
Company to comply with the terms of this Promissory Note.  No remedy
conferred under this Promissory Note upon the Lender is intended to be exclusive
of any other remedy available to the Lender, pursuant to the terms of this
Promissory Note or otherwise.  No single or partial exercise by the
Lender of any right, power or remedy hereunder shall preclude any other or
further exercise thereof.  The failure of the Lender to exercise any
right or remedy under this Promissory Note or otherwise, or delay in exercising
such right or remedy, shall not operate as a waiver thereof.  Every
right and remedy of the Lender under any document executed in connection with
this transaction may be exercised from time to time and as often as may be
deemed expedient by the Lender.  The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the
Lender and that the remedy at law for any such breach may be
inadequate.  The Company therefore agrees that, in the event of any
such breach or threatened breach, the Lender shall be entitled, in addition to
all other available remedies, to an injunction restraining any breach, and
specific performance without the necessity of showing economic loss and without
any bond or other security being required.
 
 17.  Governing
Law; Jurisdiction.All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the internal laws of the
State of New Jersey, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New Jersey or any other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New Jersey.  Each party hereby irrevocably
submits to the exclusive jurisdiction of the Superior Court of the State of New
Jersey sitting in Hudson County, New Jersey and the United States Federal
District Court for the District of New Jersey  sitting in Newark, New
Jersey, for the adjudication of any dispute hereunder or in connection herewith
or therewith, 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.  Each party 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 to such party at the address for such
notices to it under this Agreement 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.
 
 18.  No
Inconsistent Agreements.  None of the
parties hereto will hereafter enter into any agreement, which is inconsistent
with the rights granted to the parties in this Promissory Note.
 
 19.  Third
Parties.  Nothing herein
expressed or implied is intended or shall be construed to confer upon or give to
any person or entity, other than the parties to this Promissory Note and their
respective permitted successor and assigns, any rights or remedies under or by
reason of this Promissory Note.
 
 20.  Waiver of Jury
Trial.  AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO THE
COMPANY THE MONIES HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.
 
 21.  Entire
Agreement.  This Promissory Note (including any recitals
hereto) set forth the entire understanding of the parties with respect to the
subject matter hereof, and shall not be modified or affected by any offer,
proposal, statement or representation, oral or written, made by or for any party
in connection with the negotiation of the terms hereof, and may be modified only
by instruments signed by all of the parties hereto.
 
 
 
 
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  IN WITNESS WHEREOF, this
Promissory Note is executed by the undersigned as of the date
hereof.
 
 
 THOMAS
      PHARMACEUTICALS, LTD.By:
      ______________________________Name:MARK
      MELLERBy:
      _____________________________