Montague International Holding (MIHL)

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During the year ended December 31, 2005, Proxity loaned the Company funds to be used for working capital purposes which were payable on demand. The Company issued Proxity a Convertible Promissory Note in the amount of $351,600. The note bears interest at the rate of 12%, is unsecured and convertible into the Company's Class A common stock at a price of $0.30 per share. The notes are due on December 31, 2007. As additional consideration for extending the due date of the loan, the Company issued 25,000 shares of its Class A common stock valued at $35,000 to Proxity.