Exhibit 10.10


 


PROMISSORY NOTE


 


	
  $7,000

  	
   

  	
  As
  of January 26, 2005

  
	
   

  	
   

  	
  Fort Lauderdale, Florida

  



 


Services Acquisition Corp. International  (the “Maker”) promises to pay to the order
of  I. Steven Edelson (the “Payee”) the
principal sum of Seven Thousand Dollars and No Cents ($7,000.00) in lawful
money of the United States of America, together with interest on the unpaid
principal balance of this Note, on the terms and conditions described below.


 


                1.             Principal.  The principal balance of this Note shall be
repayable on the earlier of (i) January 26, 2006 or (ii) the date on which
Maker consummates an initial public offering of its securities.


 


                2.
            Interest.   Interest shall accrue at the rate of 4%
annually (non-compounded) on the unpaid principal balance of this Note.


 


                3.             Application of Payments.  All payments shall be applied first to
payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys’ fees, then to
the payment in full of any late charges and finally to the reduction of the
unpaid principal balance of this Note.


 


                4.
            Events of Default. The
following shall constitute Events of Default:


 


        
                       (a)           Failure
to Make Required Payments.  Failure
by Maker to pay the principal of or accrued interest on this Note within five
(5) business days following the date when due.


 


                                (b)           Voluntary Bankruptcy, Etc. The
commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as
now constituted or hereafter amended, or any other applicable federal or state
bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or
the consent by it to the appointment of


or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making
by it of any assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.


 


                                 (c)          Involuntary
Bankruptcy, Etc.  The entry of a
decree or order for relief by a court having jurisdiction in the premises in
respect of maker in an involuntary case under the Federal Bankruptcy Code, as
now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of the affairs of Maker, and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive days.


 


                5.             Remedies.


 


        
                       (a)           Upon the occurrence of an Event of
Default specified in Section 4(a), Payee may, by written notice to Maker,
declare this Note to be due and payable, whereupon the principal amount of this
Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the
documents evidencing the same to the contrary notwithstanding.


 


                                 (b)          Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee.


 


                 6.            Waivers.   Maker and all endorsers and guarantors of,
and sureties for, this Note waive presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to the Note, all errors,
defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all 


 


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benefits that might accrue to Maker by virtue
of any present or future laws exempting any property, real or personal, or any
part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of
execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a
judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


                 7.            Unconditional
Liability.  Maker hereby waives all
notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be
unconditional, without regard to the liability of any other party, and shall
not be affected in any manner by any indulgence, extension of time, renewal,
waiver or modification granted or consented to by Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be
granted by Payee with respect to the payment or other provisions of this Note,
and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to them or affecting their liability
hereunder.


 


                8.             Notices.  Any notice called for hereunder shall be
deemed properly given if (i) sent by certified mail, return receipt requested,
(ii) personally delivered, (iii) dispatched by any form of private or
governmental express mail or delivery service providing receipted delivery,
(iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or
to such other address as either party may designate by notice in accordance
with this Section:


 


                If
to Maker:


 


                Services
Acquisition Corporation


                401
East Las Olas Boulevard


                Suite
1140


                Fort
Lauderdale, FL 33301


                Attn.:
Steven R. Berrard, Chairman of the Board


 


        
If to Payee:


 


                [Name]


                [Address]


 


Notice shall be deemed given on the earlier of
(i) actual receipt by the receiving party, (ii) the date shown on a
telefacsimile transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line access provider (iv)
the date reflected on a signed delivery receipt, or (vi) two (2) Business Days
following tender of delivery or dispatch by express mail or delivery service.


 


                9.
            Construction.  This Note shall be construed and enforced in
accordance with the domestic, internal law, but not the law of conflict of
laws, of the State of Florida.


 


                10.           Severability.  Any provision contained in this Note which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


                IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed the day
and year first above written.


 


	
   

  	
   

  	
  SERVICES ACQUISITION CORP.
  INTERNATIONAL

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas E. Aucamp

  
	
   

  	
   

  	
  Name:

  	
  Thomas E. Aucamp

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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