PROMISSORY NOTE

For value received, Counsel RB Capital LLC, a Delaware limited liability company (“ Borrower ”), promises to pay to the order of Greystone & Co. Holdings LLC, a Delaware limited liability company (“ Lender ”), the principal amount of One Million Three Hundred Sixty Three Thousand Eight Hundred and Eighteen and 54/100 Dollars (US$1,363,818.45), plus interest.

1.            Interest .  Simple interest on the unpaid principal balance will accrue at the rate of 6% per annum, calculated on the basis of a 365-day year.

2.            Maturity Date .  All outstanding principal and all accrued interest will be due and payable, if not sooner paid, on May 28, 2010.

3.            Payments and Prepayments .  All amounts payable by Borrower to Lender hereunder will be paid to Lender at 152 W. 57 ^th St., 60 ^th Floor, New York, NY 10019 (or at such other address as Lender may from time to time designate in writing) in immediately available funds.  Borrower may prepay this Promissory Note in whole or in part at any time without penalty.  Prepayments will be first applied to any and all accrued and unpaid interest and then to principal.

4.            Defaults .  Borrower will be in default under this Promissory Note if any one or more of the following events occur and is continuing (each, a “ Default ”):

(a)           Borrower fails to pay any amount of principal, interest, fees or other sums when due under this Promissory Note;

(b)           Borrower becomes insolvent, or generally fails to pay, or is generally unable to pay, or admits in writing its inability to pay, its debts as they become due or applies for, consents to, or acquiesces in, the appointment of a trustee, receiver or other custodian for Borrower, or a substantial part of its property, or makes a general assignment for the benefit of its creditors;

(c)           Borrower commences any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any state or federal bankruptcy or insolvency law, or any dissolution or liquidation proceeding;

(d)           any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any state or federal bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is involuntarily commenced against Borrower and remains unstayed or undismissed for 60 days; or

(e)           a trustee, receiver, or other custodian is appointed for Borrower or a substantial part of Borrower’s property.

5.            Default; Remedies .  Upon Default the unpaid principal balance of this Promissory Note and all accrued but unpaid interest will immediately be due and payable in full at the applicable rate specified above to the date of default and after that date at a &ldqu