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                                                                   EXHIBIT 10.10

                                 PROMISSORY NOTE

$5,000,000.00                                                   December 6, 2001

For Value Received, without grace, and in accordance with the payment terms
hereinafter set forth, the undersigned (herein called "Maker", whether one or
more) promises to pay to the order of Service Lloyds Insurance Company
("Payee"), at its offices in Austin, Travis County, Texas, and in lawful money
of the United States of America, the principal amount of U. S. Five Million
Dollars ($5,000,000.00), together with interest from the date hereof until
maturity, howsoever the same may occur, on the actual principal balance hereof
from time to time outstanding and unpaid, at the rate of eight percent (8%) per
annum (the "Base Rate").

All past due principal and interest on this Note shall bear interest from
maturity thereof, howsoever the same may occur, until paid at a per annum rate
which is four percent (4%) per annum above the Base Rate described above, but in
no event to exceed the Maximum Lawful Rate, as herein defined.

The "Maximum Lawful Rate," as used herein, is the maximum lawful, non-usurious
per annum rate of interest (determined on the basis of a year of 365 days or 366
days as the case may be) that from time to time, may be contracted for, charged,
taken, received or reserved by the Payee or other holder hereof under Applicable
Law.

For purposes of Tex.Rev.Civ.Stat.Ann., Art. 5069 Section 1.04, to the extent
that such applies (or may from time to time apply) to this Note, the weekly
indicated rate ceiling determined under said Art. 5069 Section 1.04 and
appropriate for application to this Note shall be the interest rate ceiling
applicable to this Note for purposes of said Art. 5069 Section 1.04.

Subject in all events to the limitations established herein in respect of the
Maximum Lawful Rate, interest prior to maturity of this Note shall be calculated
at a daily rate equal to 1/360th of the Base Rate, with the daily rate so
determined being applied for the actual number of days elapsed, provided that in
no event shall the amount or rate of interest payable hereunder exceed that
calculated under or constituting the Maximum Lawful Rate.

"Applicable Law" as used herein, means that law, from time to time in effect and
applicable to this Note and the indebtedness hereunder, which permits or
authorizes the lawful charging and collection by Payee, or other holder hereof,
of the highest permissible lawful and non-usurious rate of interest, and shall
include laws of the State of Texas and laws of the United States of America.

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Payment of this Note is secured by, and this Note is entitled to the benefits
of, a stock pledge agreement of even date herewith executed by Maker (the
"Collateral Agreement") to secure, guarantee or otherwise provide for payment
hereof, in favor of or for the benefit of the Payee or other holder hereof.

It is stipulated that upon default in the punctual payment of the principal of
or interest on this Note, as the same becomes due and payable, or upon default
(or upon the occurrence of any event or condition that authorizes the Payee or
other holder to accelerate the maturity hereof) under the Collateral Agreement
(reference being here specifically made to said Collateral Agreement as to the
rights of the Payee or other holder hereof to accelerate the maturity hereof
under certain circumstances), then this Note shall thereupon be in default and
at any time thereafter, at the option of the Payee or other holder hereof, this
Note, both as to principal and interest then outstanding and accrued, shall be
and become fully due and payable.

This Note shall be due and payable as follows:

      Interest shall be due and payable quarterly on the first day of February,
      May, August and November of each calendar year, beginning February 1,
      2002, and continuing regularly and quarterly thereafter until November 1,
      2006 ("Maturity Date"). Such payments of interest shall be in addition to
      the principal payments due under this Note. The principal of this Note
      shall be due and payable in annual installments on or before November 1 of
      each year as follows: $1,000,000.00 in 2002; $1,000,000.00 in 2003;
      $1,000,000.00 in 2004; $1,000,000.00 in 2005, 1,000,000.00 in 2006, and on
      the Maturity Date the entire amount remaining unpaid, principal and
      accrued interest, shall be due and payable.

If this Note is collected by suit or through the Probate or Bankruptcy Court, or
any judicial proceeding, or if this Note is not paid at its maturity (howsoever
such may occur, whether by demand, default, acceleration or otherwise) and it is
placed in the hands of an attorney for collection, then the Maker further
expressly agrees to pay, as a reasonable attorney's fee, ten percent (10%) of
the full amount of principal and interest owing on this Note when it is placed
in the hands of an attorney incident to the foregoing, such payments to be in
addition to all other amounts owing hereunder.

In the event that maturity of this Note is accelerated by reason of default
hereunder or under the Collateral Agreement, Maker of this Note expressly waives
demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of acceleration or of intent to accelerate, and all other
notice. In the event that Payee or any other holder elects to exercise its
unqualified right to demand payment hereof, in full, at any time, Maker of this
Note further

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agrees that demand upon Maker for payment shall be the only demand, notice, or
act required or necessary incident to the exercise of such right and hereby
waives any and all other notice, demand, presentment, protest, notice of intent
to demand payment, or notice of demand in such regard. Maker further waives
filing of suit and diligence in collecting this Note or enforcing any of the
security herefor, and agrees to any substitution, exchange or release of any
such security. The undersigned Maker shall have the right and privilege of
prepaying this Note at any time or times, in whole or in part, without notice or
penalty. Any prepayment of principal shall be applied, in inverse order of
maturity, to the payments scheduled under this Note to repay the principal
hereof, and shall not relieve Maker of the obligation to pay scheduled
obligatory payments on this Note in accordance with the terms hereof, as the
same mature, or upon demand. Principal that is prepaid will, however, cease to
bear interest from the date of prepayment.

The unpaid principal amount hereof at any time shall be the total amount
advanced or loaned hereunder by the Payee or other holder hereof to or for the
account of the undersigned, less the amount of all payments received on the
principal hereof. All payments received shall be first applied to the then
unpaid accrued interest hereon, with the balance (if any) applied against
principal.

Payee and the undersigned Maker specifically intend and agree to limit
contractually the amount of interest payable on this Note to the maximum lawful
amount permitted under the laws applicable to this Note and the indebtedness of
the undersigned hereunder in the State of Texas (including any federal laws to
the extent the same are applicable and controlling) from time to time in effect
and likewise to provide in respect of this Note for only those charges and fees
as are permitted thereunder. None of the terms of this Note or of any other
instrument pertaining to or securing this Note shall ever create or be construed
to create a contract to pay interest at a rate in excess of the Maximum Lawful
Rate or in an amount in excess of the lawful maximum permitted under Applicable
Law. Neither the undersigned nor any other party liable herefor shall ever be
liable for interest in excess of that determined under the Maximum Lawful Rate
that may be charged under Applicable Law, and the provisions of this paragraph
shall control over all other provisions of this Note and of any other
instruments pertaining to or securing this Note that may be in apparent conflict
herewith and any such apparently conflicting term, rate or amount shall be,
without further action of the parties, reduced to conform with the provisions
hereof and Applicable Law. Similarly, any term or provision hereof apparently
providing for the payment or charging of any fee, charge, expense or other
amount not authorized to be made in connection with loans of the type evidenced
hereby shall be reformed or stricken, as may be necessary to conform to
applicable provisions of law, without further action by, any party. If any
amount constituting interest under Applicable Law that is paid to, or taken or
received by Payee or other holder shall be in excess

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of that calculated at the Maximum Lawful Rate under Applicable Law, then any
such excess shall be deemed to have been the result of a mathematical error by
the parties hereto and shall be refunded immediately to the undersigned or, at
the option of the Payee or other holder, applied against the unpaid principal
balance of this Note, and all provisions and terms hereof respecting interest
shall be immediately reformed and reduced, all without the necessity of
execution of further documents, so as to comply fully with Applicable Law.

This Note is a promissory note made under, and shall be construed in accordance
with, the laws of the State of Texas and applicable controlling federal laws,
provided that this Note shall not be governed by Ch. 15, Texas Credit Code.

                                       MAKER: SAMCO HOLDINGS, INC.

                                              By: /s/ Roger J. Engemoen, Jr.
                                                  --------------------------
                                                  Roger J. Engemoen, Jr.
                                                  President