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                                                                     Exhibit 2.7

                          SUBORDINATED PROMISSORY NOTE

$1,410,000                                                      January 31, 2006
                                                              New York, New York

     FOR VALUE RECEIVED, Cyrk, Inc., a Massachusetts corporation (together with
its successors and assigns, "MAKER"), hereby promises to pay to Simon Worldwide,
Inc., a Delaware corporation (together with its successors and assigns,
"HOLDER"), the principal sum of ONE MILLION, FOUR HUNDRED TEN THOUSAND DOLLARS
($1,410,000), as provided in this Subordinated Promissory Note (this "NOTE").
Maker is delivering this Note to Holder under that certain Settlement Agreement
and Mutual General Release dated as of the date of this Note between Maker and
Holder (the "Settlement Agreement").

     1. Principal. The outstanding principal under this Note shall be due and
payable by Maker in 43 installments on the first day of each month that this
Note is outstanding as follows: (a) $100,000 shall be paid on February 1, 2006;
(b) $100,000 shall be paid on March 1, 2006; (c) $29,889 shall be paid on the
first day of each of the 40 months ending immediately after March 31, 2006; and
(d) $14,440 shall be paid on the first day of the month ending after the month
in which the last payment is made pursuant to the preceding clause (c).

     2. No Interest. In no event shall any interest be paid under this Note.

     3. Prepayment. Maker may prepay this Note at any time, without premium or
penalty.

     4. Payments. All payments on this Note are to be made in lawful money of
the United States of America by cash or good check, at the address of Holder at
its address as set forth on the books and records of Maker, or such other place
as Holder shall designate to Maker in writing. If any payment hereunder becomes
due on a Saturday, Sunday or any other day which is not a business day in New
York City, such payment shall be deferred to, and shall be payable on, the next
business day.

     5. Subordination. Notwithstanding anything to the contrary contained in
this Note, Maker and Holder agree that the payment of principal and all other
amounts due under this Note shall be subordinate to all of the Senior Debt (as
defined in Annex A attached hereto) on the terms and conditions set forth in
Annex A attached hereto, which is incorporated herein by reference and made a
part hereof as if set forth herein in its entirety.

     6. Miscellaneous.

          6.1 Assignment. Holder may not assign its rights under this Note
without the prior written consent of Maker.

          6.2 Headings. The headings contained in this Note are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Note.

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          6.3 Counterparts; Effectiveness. This Note may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original. This Note shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other.

                      [The next page is the signature page]


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     Maker and Holder have duly executed this Subordinated Promissory Note on
the date first above written.

                                        CYRK, INC.


                                        By: /s/ Nikki Andrews
                                            ------------------------------------
                                        Name: Nikki Andrews
                                        Title: Vice President - Finance


Agreed:

SIMON WORLDWIDE, INC.


By: /s/ Terrence J. Wallock
    ------------------------------------
Name: Terrence J. Wallock
Title: Gen. Counsel & Asst. Sec.


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                                     ANNEX A
                                       TO
                          SUBORDINATED PROMISSORY NOTE

     1. Definitions.

     As used in this Annex A, the following terms shall have the meanings
ascribed to them below:

          1.1 "Creditors" shall mean, collectively, Senior Creditor and Holder
and their respective successors and assigns.

          1.2 " Holder" shall mean Simon Worldwide, Inc., a Delaware
corporation, and its successors and assigns.

          1.3 "Maker" shall mean Cyrk, Inc., a Massachusetts corporation, and
its successors and assigns.

          1.4 "Note" shall mean the Subordinated Promissory Note to which this
Annex A is attached, dated January __, 2006, by Maker in favor of Holder, as
supplemented by this Annex A, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.

          1.5 "Person" or "person" shall mean any individual, sole
proprietorship, partnership, corporation (including, without limitation, any
corporation which elects subchapter S status under the Internal Revenue Code of
1986, as amended), limited liability company, limited liability partnership,
business trust, unincorporated association, joint stock company, trust, joint
venture, or other entity or any government or any agency or instrumentality or
political subdivision thereof.

          1.6 "Senior Creditor" shall mean Wachovia Capital Finance Corporation
(New England), formerly known as Congress Financial Corporation (New England),
having an office at One Post Office Square, Boston, Massachusetts 02109 and its
successors and assigns (and including any other lender or group of lenders that
at any time refinances, replaces or succeeds to all or any portion of the Senior
Debt or is otherwise party to the Senior Creditor Agreements).

          1.7 "Senior Creditor Agreements" shall mean, collectively, the Loan
and Security Agreement, dated January 31, 2003, by and among Senior Creditor,
Maker and certain affiliates of Maker, and all agreements, documents and
instruments at any time executed and/or delivered by Maker or any other Person
to, with or in favor of Senior Creditor in connection therewith or related
thereto, as all of the foregoing now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated, refinanced, replaced or
restructured (in whole or in part and including any agreements


                                       A-1

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with, to or in favor of any other lender or group of lenders that at any time
refinances, replaces or succeeds to all or any portion of the Senior Debt).

          1.8 "Senior Debt" shall mean all obligations, liabilities and
indebtedness of every kind, nature and description owing by Maker to Senior
Creditor and/or its affiliates or participants, including principal, interest,
charges, fees, premiums, indemnities and expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, arising under or in
connection with the Senior Creditor Agreements, whether now existing or
hereafter arising, whether arising before, during or after the initial or any
renewal term of the Senior Creditor Agreements or after the commencement of any
case with respect to Maker under the United States Bankruptcy Code or any
similar statute (and including, without limitation, any principal, interest,
fees, costs, expenses and other amounts, whether or not such amounts are
allowable either in whole or in part, in any such case or similar proceeding),
whether direct or indirect, absolute or contingent, joint or several, due or not
due, primary or secondary, liquidated or unliquidated, secured or unsecured, and
whether arising directly or howsoever acquired by Senior Creditor. The Senior
Debt is secured by, among other things, substantially all of the assets of Cyrk,
Inc.

          1.9 "Subordinated Debt" shall mean all principal, interest, charges,
fees, premiums, indemnities and expenses, however evidenced, arising under or
evidenced by the Note, whether now existing or hereafter arising, whether
arising before, during or after the initial or any renewal term of the Note or
after the commencement of any case with respect to Maker under the United States
Bankruptcy Code or any similar statute (and including, without limitation, any
principal, interest, fees, costs, expenses and other amounts, whether or not
such amounts are allowable in whole or in part, in any such case or similar
proceeding).

          1.10 All terms used in this Annex A that are defined in the Uniform
Commercial Code as in effect in the Commonwealth of Massachusetts shall have the
meanings set forth therein, unless otherwise defined in this Annex A. All
references to any term in the plural shall include the singular and all
references to any term in the singular shall include the plural.

     2. Subordination of Subordinated Debt.

          2.1 Subordination.

          (a) Except as specifically set forth in Section 2.1(b) below, Holder
hereby subordinates its right to payment and satisfaction of the Subordinated
Debt and the payment thereof, directly or indirectly, by any means whatsoever,
is deferred, to the indefeasible payment and satisfaction in full of all Senior
Debt.

          (b) Notwithstanding anything to the contrary contained in Section
2.1(a) above, so long as Holder has not received written notice from Senior
Creditor that an event of default under the Senior Creditor Agreements has
occurred and is continuing


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(which notice is stated to be a "Payment Blocking Notice"), Maker may make and
Holder may receive and retain regularly scheduled payments of principal in
respect of the Note in accordance with the terms of the Note (as in effect on
the date of this Annex A) and, upon any default under the Note, Holder may enter
the Confession in accordance with Section 2 of the Settlement Agreement and
execute on the judgment entered in the Confession.

          2.2 Distributions.

          (a) In the event of any distribution, division or application, partial
or complete, voluntary or involuntary, by operation of law or otherwise, of all
or any part of the assets of Maker or the proceeds thereof to the creditors of
Maker or readjustment of the obligations and indebtedness of Maker, whether by
reason of liquidation, bankruptcy, arrangement, receivership, assignment for the
benefit of creditors, marshalling of assets of Maker or any other action or
proceeding involving the readjustment of all or any part of indebtedness of
Maker or the application of the assets of Maker to the payment or liquidation
thereof, or upon the dissolution or other winding up of Maker's business, or
upon the sale of all or substantially all of Maker's assets, then, and in any
such event, (i) Senior Creditor shall first receive indefeasible payment in full
in cash of all of the Senior Debt prior to the payment of all or any part of the
Subordinated Debt, and (ii) until all of the Senior Debt is indefeasibly paid
and satisfied in full, Senior Creditor shall be entitled to receive any payment
or distribution of any kind or character, whether in cash, securities or other
property, which shall be payable or deliverable in respect of any or all of the
Subordinated Debt.

          (b) In order to enable Senior Creditor to enforce its rights under
Section 2.2(a) of this Annex A, Senior Creditor is hereby irrevocably authorized
and empowered (in its own name or in the name of Holder or otherwise), but shall
have no obligation, to enforce claims comprising any of the Subordinated Debt by
proof of debt, proof of claim, suit or otherwise and take generally any action
which Holder might otherwise be entitled to take, as Senior Creditor may deem
necessary or advisable for the enforcement of its rights or interests hereunder.

          2.3 Payments Received by Holder. Should any payment or distribution or
security or instrument or proceeds thereof be received by Holder in respect of
the Subordinated Debt in contravention of the terms of this Annex A, Holder
shall receive and hold the same in trust, as trustee, for the benefit of Senior
Creditor, segregated from other funds and property of Holder and shall forthwith
deliver the same to Senior Creditor (together with any endorsement or assignment
of Holder where necessary), for application to any of the Senior Debt. In the
event of the failure of Holder to make any such endorsement or assignment to
Senior Creditor, Senior Creditor, or any of its officers or employees, are
hereby irrevocably authorized on behalf of Holder to make the same.


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     3. Covenants, Representations and Warranties.

          3.1 Additional Covenants. Holder and Maker agree in favor of Senior
Creditor that until all of the Senior Debt is indefeasibly paid and satisfied in
full and the commitment of Senior Creditor to extend credit to Maker is
terminated:

          (a) Holder and Maker shall not amend, modify, alter or change in any
material respect the Note, without the prior written consent of Senior Creditor;
and

          (b) Holder shall not subordinate any of the Subordinated Debt to any
indebtedness of Maker other than the Senior Debt.

          3.2 Waivers. Notice of acceptance of this Annex A, the making of
loans, advances and extensions of credit or other financial accommodations to,
and the incurring of any expenses by or in respect of, Maker by Senior Creditor,
and presentment, demand, protest, notice of protest, notice of nonpayment or
default and all other notices to which Holder and Maker are or may be entitled
are hereby waived (except as expressly provided for in this Annex A or as to
Maker, in the Senior Creditor Agreements). Holder also waives notice of, and
hereby consents to, (a) any amendment, modification, supplement, renewal,
restatement or extensions of time of payment of or increase or decrease in the
amount of any of the Senior Debt or to the Senior Creditor Agreements or any
collateral at any time granted to or held by Senior Creditor, (b) the taking,
exchange, surrender and releasing of collateral at any time granted to or held
by Senior Creditor or guarantees now or at any time held by or available to
Senior Creditor for the Senior Debt or any other person at any time liable for
or in respect of the Senior Debt, (c) the exercise of, or refraining from the
exercise of any rights against Maker or any other obligor or any collateral at
any time granted to or held by Senior Creditor and/or (d) the settlement,
compromise or release of, or the waiver of any default with respect to, any of
the Senior Debt. Any of the foregoing shall not, in any manner, affect the terms
of this Annex A or impair the obligations of Holder hereunder. All of the Senior
Debt shall be deemed to have been made or incurred in reliance upon this Annex
A.

          3.3 Subrogation; Marshalling. Holder shall not be subrogated to, or be
entitled to any assignment of any Senior Debt or Subordinated Debt or of any
collateral for or guarantees or evidence of any thereof until all of the Senior
Debt is indefeasibly paid and satisfied in full. Holder hereby waives any and
all rights to have any collateral or any part thereof granted to or held by
Senior Creditor marshalled upon any foreclosure or other disposition of such
collateral by Senior Creditor or Maker with the consent of Senior Creditor.

          3.4 No Offset. In the event Holder at any time incurs any obligation
to pay money to Maker, Holder hereby irrevocably agrees that it shall pay such
obligation in cash or cash equivalents in accordance with the terms of the
contract governing such obligation and shall not deduct from or setoff against
any amounts owed by the Holder to Maker in connection with any such transaction
any amounts the Holder claims are due to it with respect to the Subordinated
Debt.


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     4. Miscellaneous.

          4.1 Amendments. Any amendment, waiver or other modification of this
Annex A must be in writing and shall be effective only if it is signed by Senior
Creditor.

          4.2 Successors and Assigns. This Annex A shall be binding upon the
Creditors and Maker and their respective successors and assigns and shall inure
to the benefit of Senior Creditor and its successors, participants and assigns.

          4.3 Insolvency. This Annex A shall be applicable both before and after
the filing of any petition by or against Maker under the United States
Bankruptcy Code and all converted or succeeding cases in respect thereof, and
all references in the Note to Maker shall be deemed to apply to a trustee for
Maker and Maker as debtor-in-possession. The relative rights of Senior Creditor
and Holder to repayment of the Senior Debt and the Subordinated Debt,
respectively, and in or to any distributions from or in respect of Maker or any
proceeds of Maker's property and assets, shall continue after the filing thereof
on the same basis as prior to the date of the petition, subject to any court
order approving the financing of, or use of cash collateral by, Maker as
debtor-in-possession.

          4.4 Bankruptcy Financing. If Maker shall become subject to a
proceeding under the United States Bankruptcy Code and if Senior Creditor
desires to permit the use of cash collateral or to provide financing to Maker
under either Section 363 or Section 364 of the United States Bankruptcy Code,
Holder agrees as follows: (a) adequate notice to Holder shall have been provided
for such financing or use of cash collateral if Holder receives notice two (2)
business days prior to the entry of the order approving such financing or use of
cash collateral and (b) no objection will be raised by Holder to any such use of
cash collateral or financing.

          4.5 Consent to Jurisdiction; Waiver of Jury Trial. The Creditors
hereby irrevocably consent to the non-exclusive jurisdiction of the Superior
Court of Suffolk County of the Commonwealth of Massachusetts and the United
States District Court for the District of Massachusetts, whichever Senior
Creditor may elect, and waive trial by jury in any action or proceeding with
respect to this Annex A.

          4.6 No Third Parties Benefitted. Except as expressly provided in
Section 4.2 of this Annex A, this Annex A is solely for the benefit of the
Creditors and their respective successors, participants and assigns, and no
other person shall have any right, benefit, priority or interest under, or
because of the existence of, this Annex A.

          4.7 Notices. All notices, requests and demands to or upon the
respective parties hereto shall be in writing and shall be deemed duly given,
made or received: if delivered in person, immediately upon delivery; if by
telex, telegram or facsimile transmission, immediately upon sending and upon
confirmation of receipt; if by


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nationally recognized overnight courier service with instructions to deliver the
next business day, one (1) business day after sending; and if mailed by
certified mail, return receipt requested, five (5) days after mailing to the
parties at their addresses set forth below (or to such other addresses as the
parties may designate in accordance with the provisions of this Section):

          To Senior Creditor: Wachovia Capital Finance (New England)
                              c/o Wachovia Bank, National Association
                              110 East Broward Boulevard
                              Fort Lauderdale, Florida 33301
                              Attention: Portfolio Manager
                              Telephone No.: 954-467-2262
                              Telecopy No.: 954-467-5520

          To Holder:          Simon Worldwide, Inc.
                              5200 West Century Boulevard
                              Los Angeles, California 90045
                              Attention: Terry Wallock
                              Telephone No.: (310) 417-4669
                              Telecopy No.: (310) 417-4671

Any Creditor may change the address(es) to which all notices, requests and other
communications are to be sent by giving written notice of such address change to
the other Creditors in conformity with this Section 4.7, but such change shall
not be effective until notice of such change has been received by the other
Creditors.


                                       A-6