ex_10-5.htm


    
      

    

    
      

    

    Exhibit
      10.5

     

    PROMISSORY
      NOTE

     

    
      	AMOUNT:  $25,000 	
              DATE:  AUGUST
                14, 2007

            


    

                                                                              

     

    FOR
      VALUE RECEIVED, CORPORATION OF AUTOMOTIVE REMARKETING, INC.
("Borrower”) hereby promises to pay to the order of SYDYS
      CORPORATION ("Lender") the principal sum of TWENTY-FIVE
      THOUSAND($25,000) DOLLARS.  Payment in full,
      plus accrued interest of eight and one-quarter (8.25%) percent shall be made
      in lawful money of the United
      States, at the principal address of Lender, or such other place as the holder
      of
      this Note may designate upon demand.

    


    Borrower
      shall have the privilege
      without premium or penalty, at any time and from time to time, of prepaying
      this
      Note in whole or in part.

    


    No
      partial prepayment shall postpone or
      interrupt the payment of the remaining principal balance, all of which shall
      continue to be due and payable at the time and the manner set forth
      above.

    


    Borrower
      agrees that a default shall
      occur hereunder in the event that payment is not made upon demand and such
      default continues for a period of ten (10) days from the date of demand
      therefor.  After the expiration of such ten (10) day period interest
      shall accrue on the unpaid balance due hereunder at a rate of twelve (12%)
      percent, together with attorneys' fees for collection and payment of the same,
      which sums may be enforced and recovered by the entry of judgment on
      this.

    


    Borrower
      (and all endorsers, sureties
      and guarantors) waives presentment for payment, demand, notice of demand, notice
      of nonpayment or dishonor, protest and notice of protest of this Note, and
      all
      other notices in connection with the delivery, acceptance, performance, default,
      or enforcement of the payment of this Note; liability hereunder shall be
      unconditional and shall not be affected in any manner by any indulgence,
      extension of time, renewal, waiver or modification granted or consented to
      by
      Lender.

    


    Borrower
      shall pay the cost of any
      revenue, tax or other stamps now or hereafter required by law at any time to
      be
      affixed to this Note or any security documents executed in conjunction herewith,
      and if any taxes be imposed with respect to debts secured by any such security
      documents or with respect to notes evidencing debts so secured Borrower agrees
      to pay or to reimburse Lender upon demand the amount of such
      taxes.

    


    The
      words "Lender" and "Borrower"
      whenever occurring herein shall be deemed and construed to include their
      respective successors and assigns of Lender and Borrower.

     

    This
      instrument shall be construed
      according to and governed by the laws of the Commonwealth
      of Pennsylvania.

    


    IN
      WITNESS WHEREOF,
Borrower has
      duly
      executed this Promissory Note under seal the day and year first above
      mentioned.

     

    
      	 	
              CORPORATION
                OF
                AUTOMOTIVEREMARKETING,
                INC.

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ John
              Possumato	 
	 	 	NAME:
              John Possumato	 
	 	 	TITLE:
              President