Promissory Note issued to JMP Group Inc.



 Exhibit 10.8 
 PROMISSORY NOTE 
  

			
	 $200,000.00
 San Francisco, California
	  	As of January 11, 2008

 Opportunity Acquisition Corp. (“Maker”) promises to pay to the order of JMP Group
Inc. (“Payee”) the principal sum of TWO HUNDRED THOUSAND and 00/100 dollars ($200,000.00) 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 the date on which Maker consummates an initial public
offering of its securities or January 11, 2009. 
 2. Interest. The principal balance of this Note shall bear simple interest at
a rate equal to the applicable U.S. Federal short-term rate in effect under Section 1274(d) of the U.S. Internal Revenue Code at the time of payment, compounded semi-annually, calculated on the basis of actual days elapsed over a 365-day year.

 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, then to the payment in full of any accrued interest, 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, orsequestrator (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 hereunder, 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 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 this 








 
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; 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 Maker or affecting its 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 facsimile, 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: 
 Opportunity Acquisition Corp. 
 c/o JMP Group Inc. 
 600 Montgomery Street 
 San Francisco, California 94111 
 Phone: (415) 835-8900 
 Attn: Joseph A. Jolson 
 If to Payee: 
 JMP Group Inc. 
 600 Montgomery Street 
 San Francisco, California 94111 
 Phone: (415) 835-8900 
 Attn: Joseph A. Jolson 
 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 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 Delaware. 
 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. 
 [Signature
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 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. 
  

					
	
	OPPORTUNITY ACQUISITION CORP.
		
	By:	 	 /s/ Joseph A. Jolson

		 	Name:	 	Joseph A. Jolson
		 	Title:	 	Chairman of the Board and Chief Executive Officer


  

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