Trust Licensing, Inc., F/K/A New Mountaintop CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>f8kapril2005exh108.txt
<TEXT>




                                 PROMISSORY NOTE

                                April 14, 2005

Jersey City, New Jersey                                         $600,000.00

FOR VALUE RECEIVED, the undersigned, TRUST LICENSING, INC., a Delaware
corporation (the "Company"), promises to pay MONTGOMERY EQUITY PARTNERS, LTD
(the "Lender") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302
or other address as the Lender shall specify in writing, the principal sum of
Six Hundred Thousand Dollars ($600,000) and interest at the annual rate of
twenty four percent (24%) on the unpaid balance pursuant to the following terms:

         Contemporaneously with the execution and delivery of this Promissory
Note (the "Note"), the Company and the Lender are entering into a Pledge and
Escrow Agreement (the "Pledge Agreement") and a Security Agreement (the
"Security Agreement") (collectively, this Note, the Pledge Agreement and the
Security Agreement are referred to as the "Transaction Documents").

1.            Funding By Lender. Subject to the notification and satisfaction of
              the conditions to the Closings set forth herein the amount of
              Three Hundred Thousand Dollars ($300,000) shall be funded on the
              date hereof (the "Initial Closing"). The Lender shall lend an
              additional Three Hundred Thousand Dollars ($300,000) two (2)
              business days prior to the filing of the registration statement,
              to be filed pursuant to the Registration Rights Agreement of even
              date herewith (the "Registration Statement"), with the United
              States Securities and Exchange Commission (the "SEC") (the "Second
              Closing") (collectively, referred to as the "Closings" and
              individually referred to as the "Closing"). The Lender shall be
              entitled to a five (5) business day grace period with respect to
              its obligation to fund each Closing.

2.            Principal and Interest. For value received, the Company hereby
              promises to pay to the order of the Lender on the one (1) year
              anniversary of the date of each Closing in lawful money of the
              United States of America and in immediately available funds the
              principal sum of Six Hundred Thousand Dollars ($600,000), together
              with interest on the unpaid principal of this note at the rate of
              twenty four percent (24%) per year (computed on the basis of a
              365-day year and the actual days elapsed) from the date of this
              Note until paid and as set forth in the Payment Schedule attached
              hereto.

3.            Monthly Principal Payments of the Note. Beginning on the date six
              (6) months from the date of each Closing, the Company shall make
              monthly payments of the outstanding principal of the Note and
              payments shall be due and payable each succeeding month thereafter
              until all principal and interest has been paid as set forth in the
              Payment Schedule attached hereto.

4.            Prepayment Fee; Penalty. There shall be no prepayment fee or
              penalty.

5.            Monthly Payments of Interest. Interest shall accrue from the date
              hereof. Beginning on the date one (1) month from the date hereof,
              the Company shall make monthly payments of accrued and unpaid
              interest and payments of accrued and unpaid interest shall due and
              payable each succeeding month thereafter as set forth in the
              Payment Schedule attached hereto. Notwithstanding the foregoing
              the Company shall pay two (2) payments of interest for the
              Principal Amount of each Closing, which shall be paid and deducted
              directly from the gross proceeds of the Initial Closing and the
              Second Closing.

6.            Right of Prepayment. Notwithstanding the payments pursuant to
              Section 2, the Company at its option shall have the right to
              prepay, with three (3) business days advance written notice, a
              portion or all outstanding principal of the Note. The prepayment
              price shall be equal to the amount of principal prepaid, plus
              accrued interest.

7.            Conditions to the Lender's Obligations to the Initial Closing. The
              obligation of the Lender hereunder to fund the Initial Closing is
              subject to the satisfaction, at or before the Initial Closing, of
              each of the following conditions, provided that these conditions
              are for the Lender's sole benefit and may be waived by the Lender
              at any time in its sole discretion:

a.            The Company shall have executed this Note, the Security Agreement
              by and between the Company and the Lender of even date herewith,
              and the Pledge Agreement, and delivered the same to the Lender.

b.            The representations and warranties set forth in Article 4 of the
              Security Agreement of the Company shall be true and correct in all
              material respects as of the date when made and as of the Initial
              Closing as though made at that time and the Company shall have
              performed, satisfied and complied in all material respects with
              the covenants, agreements and conditions required by this Note or
              the Security Agreement to be performed, satisfied or complied with
              by the Company at or prior to the Initial Closing.

c.            The Company shall have filed a form UCC-1 or such other forms as
              may be required to perfect the Lender's first position interest in
              the Pledged Property and Pledged Collateral as detailed in the
              Security Agreement dated the date hereof and provided proof of
              such filing to the Lender.

d.            The Lender shall have received an opinion of counsel in a form
              satisfactory to the Lender.

e.            The Company shall have provided to the Lender a certificate of
              good standing form the Secretary of State of Delaware.

f.            The Company shall have obtained the approval of its board of
              directors to approve and ratify this transaction.

g.            The Company shall have delivered to the Escrow Agent the Pledged
              Shares as well executed and medallion guaranteed stock powers as
              required pursuant to the Pledge Agreement.

h.            The Company shall have delivered to the Lender proof that all
              prior security interests in the Company's assets have been
              subordinated, including but not limited to the filed Form UCC-3 in
              connection with the Irrevocable Trust Agreement Number III.

8.            Conditions to the Lender's Obligations to the Second Closing. The
              obligation of the Lender hereunder to fund the Second Closing is
              subject to the satisfaction, at or before the Second Closing, of
              each of the following conditions, provided that these conditions
              are for the Lender's sole benefit and may be waived by the Lender
              at any time in its sole discretion:

a.            The representations and warranties set forth in Article 4 of the
              Security Agreement of the Company shall be true and correct in all
              material respects as of the date when made and as of the Second
              Closing as though made at that time and the Company shall have
              performed, satisfied and complied in all material respects with
              the covenants, agreements and conditions required by this Note or
              the Security Agreement to be performed, satisfied or complied with
              by the Company at or prior to the Second Closing.

b.            The Company shall have certified that all conditions to the Second
              Closing have been satisfied and that the Company will file the
              Registration Statement with the SEC in compliance with the rules
              and regulations promulgated by the SEC for filing thereof two (2)
              business days after the Second Closing. If requested by the
              Lender, the Lender shall have received a certificate, executed by
              the two officers of the Company, dated as of the Second Closing
              Date, to the foregoing effect. The Lender shall have no obligation
              to fund at the Second Closing if the Company has filed the
              Registration Statement.

c.            No Events of Default shall have occurred under this Note or the
              Transaction Documents.

9.            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 Note.

10.           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 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 Note or any payment made in respect of this 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.

11.           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 Note within
              ten (10) days of the date due as prescribed herein; (ii) failure
              by the Company for ten (10) days after notice to it to satisfy any
              of its other obligations or requirements or comply with any of its
              other agreements under this Note; (iii) the Company (1) makes a
              general assignment for the benefit of its creditors; (2) applies
              for or consent to the appointment of a receiver, trustee,
              assignee, custodian, sequestrator, liquidator or similar official
              for itself or any of its assets and properties; (3) commences a
              voluntary case for relief as a debtor under the United States
              Bankruptcy Code; (4) files with or otherwise submit to any
              governmental authority any petition, answer or other document
              seeking: (A) reorganization, (B) an arrangement with creditors or
              (C) to take advantage of any other present or future applicable
              law respecting bankruptcy, reorganization, insolvency,
              readjustment of debts, relief of debtors, dissolution or
              liquidation; (5) files or otherwise submits any answer or other
              document admitting or failing to contest the material allegations
              of a petition or other document filed or otherwise submitted
              against it in any proceeding under any such applicable law, or (6)
              is to be adjudicated a bankrupt or insolvent by a court of
              competent jurisdiction; (iv) a breach by the Company of its
              obligations, or an event of default, under any of the Transaction
              Documents, or any other agreements entered into between the
              Company and the Lender; and (v) the Company shall fail to observe
              or perform any other covenant, agreement or warranty contained in
              any of the Transaction Documents, which is not cured within ten
              (10) days notice of the default or 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 Note, and all other obligations of the Company under this
              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 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. In addition, upon an Event
              of Default, the Lender is entitled, at its option, to convert
              until payment in full of this Note, all or any part of the
              principal amount of the Note, plus accrued interest, into shares
              of the Company's common stock in an amount equal to three times
              the number of shares of the common stock to necessary to
              effectuate repayment of the principal and accrued interest due and
              outstanding, from the Pledged Shares (defined in the Pledge and
              Escrow Agreement), at the price per share equal to the closing bid
              price of the Company's common stock, as quoted by Bloomberg, LP,
              on the date hereof. In the event of foreclosure of the Pledge
              Shares in an amount equal to three times the amount of the
              necessary to repay the Lender, the principal amount and the
              accrued interest outstanding and unconverted shall be reduced by
              the amount converted not the amount of Pledged Shares foreclosed.

12.           Maximum Interest Rate. In no event shall any agreed to or actual
              interest charged, reserved or taken by the Lender as consideration
              for this Note exceed the limits imposed by New Jersey law. In the
              event that the interest provisions of this 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 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.

13.           Secured Nature of the Note. This Note is secured by the Pledged
              Property as defined in the Security Agreements between the Company
              and the Lender and the Pledged Shares as defined in the Pledge and
              Escrow Agreements among the Company, the Lender, and David
              Gonzalez, Esq., both of even date herewith.

14.           Issuance of Capital Stock. So long as any portion of this Note is
              outstanding, the Company shall not, without the prior written
              consent of the Lender, (i) issue or sell shares of common stock or
              preferred stock (ii) issue any warrant, option, right, contract,
              call, or other security instrument granting the holder thereof,
              the right to acquire common stock (iii) enter into any security
              instrument granting the holder a security interest in any and all
              assets of the Company, or (iv) file any registration statement on
              Form S-8. Notwithstanding the foregoing, with regard to the Form
              S-8 filed by the Company on March 17, 2005, the Company shall be
              permitted to issue Common Stock or securities convertible or
              exercisable into Common Stock for bona fide employee stock option
              plans only in an aggregate amount not to exceed 10,000,000 shares,
              provided that the purchase price for any Common Stock or exercise
              or conversion price of any other security is not less than the
              closing bid price of the Common Stock as quoted by Bloomberg, LP,
              on the date of issuance.

15.           Cancellation of Note. Upon the repayment by the Company of all of
              its obligations hereunder to the Lender, including, without
              limitation, the principal amount of this 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 Note, payments received by the Lender
              hereunder shall be applied first against expenses and indemnities,
              next against interest accrued on this Note, and next in reduction
              of the outstanding principal balance of this Note.

16.           Severability. If any provision of this Note is, for any reason,
              invalid or unenforceable, the remaining provisions of this Note
              will nevertheless be valid and enforceable and will remain in full
              force and effect. Any provision of this 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.

17.           Amendment and Waiver. This Note may be amended, or any provision
              of this 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 Note shall not operate or be construed as a waiver of any
              other breach.

18.           Successors. Except as otherwise provided herein, this Note shall
              bind and inure to the benefit of and be enforceable by the parties
              hereto and their permitted successors and assigns.

19.           Assignment. This Note shall not be directly or indirectly
              assignable or delegable by the Company. The Lender may assign this
              Note as long as such assignment complies with the Securities Act
              of 1933, as amended.

20.           No Strict Construction. The language used in this 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.

21.           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 Note.

22.           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) one (1) trading 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 Company:                    Trust Licensing, Inc.
                                  950 South Pine Island Road
                                  Suite A150-1094
                                  Plantation, Fl 33324
                                  Attention:        Jeffrey W. Sass
                                  Telephone:        (954) 727-8218
                                  Facsimile:        (954) 727-8219

With a Copy to:                   McLaughlin & Stern, LLP
                                  260 Madison Avenue
                                  New York, NY 10016
                                  Attention:        David W. Sass, Esq.
                                  Telephone:        (212) 448-1100
                                  Facsimile:        (212) 448-6277

If to the Lender:                 Montgomery Equity Partners, Ltd.
                                  101 Hudson Street, Suite 3700
                                  Jersey City, NJ 07302
                                  Attention:        Mark A. Angelo
                                  Telephone:        (201) 985-8300
                                  Facsimile:        (201) 985-8744


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) trading 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.

23. Remedies, Other Obligations, Breaches and Injunctive Relief. The Lender's
remedies provided in this Note shall be cumulative and in addition to all other
remedies available to the Lender under this 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 Note. No remedy conferred under this Note upon the Lender
is intended to be exclusive of any other remedy available to the Lender,
pursuant to the terms of this 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 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.

24. 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.

25. 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 Note.

26. 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 Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

27. 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.

28. Entire Agreement. This 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.



                   [REMAINDER OF PAGE INTENTIONALY LEFT BLANK]


<PAGE>




         IN WITNESS WHEREOF, this Promissory Note is executed by the undersigned
as of the date hereof.

                        MONTGOMERY EQUITY PARTNERS, LTD

                        By: Yorkville Advisors, LLC
                        Its: General Partner

                       By: ______________________________
                            Name:    Mark Angelo
                            Its:     Portfolio Manager


                         TRUST LICENSING, INC.

                        By: _____________________________
                            Name:    Jeffrey W. Sass
                            Title:   CEO



<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



                                                          SCHEDULE A
                                                       PAYMENT SCHEDULE

Principal             $300,000
Interest              24%
Closing Date:         April 1, 2005


--------------------------------------------------------------------------------------------------------------------------------
     Payment           Payment Due Date         Interest       Principal        Total Payment        Outstanding Principal
--------------------------------------------------------------------------------------------------------------------------------
        1                  5/1/2005            $6,000.00         $0.00            $6,000.00                 300,000
        2                  6/1/2005            $6,000.00         $0.00            $6,000.00                 300,000
        3                  7/1/2005            $6,000.00         $0.00            $6,000.00                 300,000
        4                  8/1/2005            $6,000.00         $0.00            $6,000.00                 300,000
        5                  9/1/2005            $6,000.00         $0.00            $6,000.00                 300,000
        6                 10/1/2005            $6,000.00         $0.00            $6,000.00                 300,000
        7                 11/1/2005            $6,000.00       $50,000.00        $56,000.00                 250,000
        8                 12/1/2005            $5,000.00       $50,000.00        $55,000.00                 200,000
        9                  1/1/2006            $4,000.00       $50,000.00        $54,000.00                 150,000
        10                 2/1/2006            $3,000.00       $50,000.00        $53,000.00                 100,000
        11                 3/1/2006            $2,000.00       $50,000.00        $52,000.00                  50,000
        12                 4/1/2006            $1,000.00       $50,000.00        $51,000.00                    0
--------------------------------------------------------------------------------------------------------------------------------
                                               $57,000.00      $300,000.00       $357,000.00


</TABLE>
</TEXT>
</DOCUMENT>
