EXHIBIT 10.10

                                 PROMISSORY NOTE

Principal Amount:  $1,000,200.00                Date of Note:  February 18, 2004

                               Initial Rate: 5.5%

PROMISE TO PAY. Schoolpop, Inc., a Delaware corporation (herein referred to as
"Borrower"), promises to pay to the order of Robert Scellato (herein referred to
as "Lender") the principal sum of One Million Two Hundred and 00/100 Dollars
($1,000,200.00), together with interest on the unpaid outstanding principal
balance. Interest shall be calculated from the date hereof until repayment of
the amount due under this Note.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on February 18, 2005. In addition, Borrower
will pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning March 18, 2004, with all subsequent interest payments to
be due on the same day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges. The annual interest rate for this Note is computed on a
365/360 basis, that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender address of 4730 North 500 West, Bargersville, Indiana 46106
or such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Prime Rate as
published in the Wall Street Journal (the "Index"). Lender may designate a
suitable index after notice to Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more
often than each day. The Index is currently 4.0% per annum. The interest rate to
be applied to the unpaid principal balance of this Note will be at a rate of
1.500 percentage point over the Index, resulting in an initial rate of 5.5% per
annum. NOTICE: Under no circumstances will the interest rate on this Note be
more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may prepay this Note in full or in part at any time without
penalty. All payments received from Borrower by Lender shall be applied first to
interest to the extent then accrued and then to principal. Interest not paid
when due shall bear like interest as the principal.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $10.00, whichever is greater.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at his option, may, if permitted under applicable law,
increase the variable rate on this Note to 6.000 percentage points over the
Index. This interest rate will not exceed the maximum rate permitted by
applicable law.

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DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         Payment Default. Borrower fails to make any payment when due under this
         Note.

         Other Defaults. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Note or any
         of the related.

         Default in Favor of Third Parties. Borrower defaults under any loan,
         extension of credit, security agreement, purchase or sales agreement,
         or any other agreement, in favor of any other creditor or person that
         may materially affect any of Borrower's property or Borrower's ability
         to repay this Note or perform its obligations under this Note or any
         other related documents.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this Note
         or the related documents is false or misleading in any material
         respect, either now or at the time made or furnished or becomes false
         or misleading at any time thereafter.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other methods, by any creditor of Borrower or by
         any governmental agency, against any collateral securing the loan.
         However, this Event of Default shall not apply if there is a good faith
         dispute by Borrower as to the validity or reasonableness of the claim
         which is the basis of the creditor or forfeiture proceeding and if
         Borrower gives Lender written notice of the creditor or forfeiture
         proceeding and deposits with Lender monies or a surety bond for the
         creditor or forfeiture proceeding, in any amount determined by Lender,
         in his sole discretion, as being an adequate reserve or bond for the
         dispute.

         Events Affecting Guarantor. Any of the proceeding events occurs with
         respect to any Guarantor of any of the indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of, or
         liability under, any guaranty of the indebtedness evidenced by this
         Note.

         Adverse Change. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

         Insecurity. Lender in good faith believes itself insecure.

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LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance of this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction) and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower waive the right to any jury trial in any
action, proceeding or counterclaim brought by either Borrower or Lender against
the other.

GOVERNING LAW. This Note shall be construed and enforced in accordance with the
laws of the State of Delaware and shall be binding on the heirs, personal
representatives, successors and assigns of the parties hereto.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Johnson County, State of Indiana.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

COLLATERAL. Borrower acknowledges this Note is secured by that certain Security
Agreement of even date hereof securing accounts, equipment, inventory chattel
paper and general intangibles of Borrower.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Upon any changes in the terms of
this Note, and unless otherwise expressly stated in writing, no party who signs
this Note, whether as maker, guarantor, accommodation maker or endorser, shall
be released from liability. All such parties also agree that the Lender may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made.

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         IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has
duly executed this Note, under seal, as of the 18th day of February, 2004.


                             SCHOOLPOP, INC., a Delaware corporation


                             By: /s/ Paul Robinson
                                 ------------------------------------------
                                 Paul Robinson, Its Chief Executive Officer

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                            ENDORSEMENT AND GUARANTY



         FOR VALUE RECEIVED, the undersigned, irrespective of the genuineness,
validity, regularity or enforceability of this Note, hereby indorses this Note
and unconditionally guarantees to any Lender full payment of the indebtedness
evidenced by this Note when due by acceleration or otherwise and all other sums
due hereunder; and agrees to all the terms and conditions of this Note. In
addition, the undersigned hereby consents that from time to time, without notice
to the undersigned and without affecting any liability of the undersigned, (a)
any collateral for payment of this Note may be exchanged, released, surrendered,
sold (by foreclosure or otherwise) applied or otherwise dealt with at the
election of the Lender, subject to the terms and conditions of that certain
Security Agreement by the undersigned in favor of Lender of even date herewith
and (b) any time for payment under this Note may be extended or accelerated in
whole or in part, and this Note may be renewed in whole or in part. The
undersigned waives presentment, notice of dishonor and protest.


                                      /s/ Paul Robinson
                                      ---------------------------------------
                                      PAUL ROBINSON


                                      /s/ G.P. Micheal Freeman
                                      ---------------------------------------
                                      G.P. MICHEAL FREEMAN


                                      /s/ Stephen Avalone
                                      ---------------------------------------
                                      STEPHEN AVALONE

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