Exhibit 10.7


 


PROMISSORY NOTE


 


$77,000.00


 


As of April 18, 2005


New York, New York


 


FEDERAL
SERVICES ACQUISITION CORPORATION (the “Maker”) promises to pay to the order of
JOEL R. JACKS (the “Payee”) the principal sum of Seventy-Seven Thousand Dollars
($77,000.00) in lawful money of the United States of America on the terms and
conditions described below.


 


1. Principal.
The principal balance of this Note shall be repayable on the earlier of (i) April 18,
2006, or (ii) the date on which Maker consummates an initial public
offering of its securities.


 


2. Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3. Events
of Default. Each of the following shall constitute an Event of Default:


 


(a) Failure to Make Required Payments. Failure
by Maker to pay the principal of this Note within five (5) business days
following the date when due. A “business day” for these purposes means any
weekday on which banking or trust institutions in New York are not authorized
generally or obligated by law, regulation or executive order to close.


 


(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 constituted or hereafter amended, 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 its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of sixty (60) consecutive days.


 


4. Remedies.


 


(a) Upon
the occurrence of an Event of Default specified in Section 3(a), Payee
may, by written notice to Maker, declare this Note to be due and payable,
whereupon the unpaid 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 3(b) and 3(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.


 


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5. 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 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.


 


6. Unconditional
Liability. Maker and all endorsers and guarantors of, and sureties for,
this Note waive all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agree
that 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 consent 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 agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or
affecting their liability hereunder.


 


7. 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
provided receipted delivery, or (iv) sent by facsimile, to the principal
office of Maker or the home address of Payee as indicated on the books and
records of Maker. Notice shall be deemed given on the earlier of (i) actual
receipt by the receiving party, (ii) the date shown on a facsimile
transmission confirmation, (iii) the date reflected on a signed delivery
receipt, or (iv) two (2) business days following tender of delivery
or dispatch by express mail or delivery service.


 


8. Construction.
This Note shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York, without giving effect to the conflicts of
laws principles thereof.


 


9. 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.


 


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


 


 


	
   

  	
  FEDERAL SERVICES
  ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Joel R. Jacks

  	
   

  
	
   

  	
  By: Joel R.
  Jacks

  
	
   

  	
  Title: Chairman
  of the Board of Directors and Chief Executive Officer

  



 


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