Non-Negotiable Promissory Note



 EXHIBIT 10.45 
 NON-NEGOTIABLE PROMISSORY NOTE 
  

			
	US $ 2,000,000	  	As of September 2, 2008

 FOR VALUE RECEIVED, the undersigned, PBSJ Corporation, a Florida corporation
(“Maker”), hereby promises to pay to Todd J. Kenner (“Payee”), at such place as Payee shall designate in writing, in lawful money of the United States of America, the principal sum of Two Million and No/100 Dollars
(US $ 2,000,000.00) together with interest thereon, or on so much thereof as is from time to time outstanding, at the rates hereinafter set forth below, the principal sum and interest being payable as set forth below. 
 Section I. Rate of Interest 
 From and after the date hereof through December 30, 2008, interest shall accrue on the
outstanding principal balance hereof at 6% per annum which is the Prime Rate plus 1% (the “Applicable Rate”) as of the date hereof. On each December 31st following the date hereof, the interest rate hereunder shall be reset to the Applicable Rate as of the date thereof, such that from such December 31st through the next succeeding December 30th, interest shall accrue on the
outstanding principal balance hereof at such Applicable Rate. 
 Section II. Payment of Principal and Interest 
 Subject to Sections III, IV and V, Maker shall make quarterly payments of principal and interest to Payee in equal installments, in accordance with
the schedule attached as Exhibit “A” hereto. The first quarterly payment shall be due and payable on October 1, 2008 and quarterly thereafter until paid in full unless subject to a claim of set-off by Maker, through and including
September 1, 2011. Unless sooner paid or set-off, all sums due hereunder shall be paid on or before thirty-six (36) months after the date hereof. 
 Section III. Prepayments 
 Maker shall have the right to prepay the indebtedness evidenced by this
Note, in full or in part, at any time, without penalty, fee or charge. 
 Section IV. Events of Default 
 The occurrence of any of the following events or conditions shall constitute an “Event of Default” hereunder: 
 (a) Except as set forth in Section V, Maker shall fail to make any payment of principal or interest under this Note when due, and such failure
shall have continued for 30 days after written notice from Payee to Maker; 







 (b) Maker shall: (i) file a voluntary petition or assignment in bankruptcy or a voluntary petition
or assignment or answer seeking liquidation, reorganization, arrangement, readjustment of Maker’s debts, or any other relief under 11 U.S.C. §§ 101 et. seq. as the same may be amended (the “Bankruptcy Code”), or under
any other act or law pertaining to insolvency or debtor relief, whether state, federal, or foreign, now or hereafter existing; (ii) enter into any agreement indicating consent to, approval of, or acquiescence in, any such petition or
proceeding; (iii) apply for or permit the appointment, by consent or acquiescence, of a receiver, custodian or trustee of all or a substantial part of Maker’s property; (iv) make an assignment for the benefit of creditors; (v) be
unable or shall fail to pay Maker’s debts generally as such debts become due, or (vi) admit in writing Maker’s inability or failure to pay Maker’s debts generally as such debts become due; or 
 (c) There occurs (i) a filing or issuance against Maker of an involuntary petition in bankruptcy or seeking liquidation, reorganization,
arrangement, readjustment of Maker’s debts or any other relief under the Bankruptcy Code, or under any other act or law pertaining to insolvency or debtor relief, whether state, federal or foreign, now or hereafter existing; (ii) the
involuntary appointment of a receiver, liquidator, custodian or trustee of Maker or for all or a substantial part of Maker’s property; or (iii) the issuance of a warrant of attachment, execution or similar process against all or any
substantial part of the property of Maker and any of such (i) – (iii) shall not have been discharged (or provision shall not have been made for such discharge), or stay of execution thereof shall not have been procured, within ninety
(90) days from the date of entry thereof; or 
 (d) There occurs (i) a change in control of the Maker, or (ii) a sale of all
or substantially all of the assets of the Maker. 
 Upon any Event of Default, the total outstanding principal and all interest payable
hereunder shall become immediately due and payable. 
 Section V. Set-Off 
 Upon notice to Payee specifying in reasonable detail the basis therefor, Maker may set-off any Claim it may have against Payee against amounts otherwise
payable under this Note. The exercise of such right of set-off by Maker in good faith, whether or not ultimately determined to be justified, will not constitute an Event of Default under this Note; provided, however, that in the event
the Maker exercises such right to set-off and a court of competent jurisdiction enters a final adjudication that the Maker was not entitled to such set-off, then following such final determination the Maker will immediately make such payments which
were determined to be wrongfully set-off, plus interest at the Applicable Rate which would otherwise have been due on such amount. Neither the exercise of nor the failure to exercise such right of set-off will constitute an election of remedies or
limit Maker in any manner in the 

  

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enforcement of any other remedies that may be available to it. For purposes of this Section V, “Claims” means any claims arising from
any loss, liability, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value sustained by Maker which arises from the direct or indirect act, failure to act, or omission,
of Payee. 
 Section VI. General Provisions 
 In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by Maker or inadvertently
received by Payee, then such excess sum shall be credited as a payment of principal, unless Maker shall notify Payee, in writing, that Maker elects to have such excess sum returned to Maker forthwith. It is the express intent hereof that Maker not
pay and Payee not receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be legally paid by Maker under applicable law. 
 Neither this Note nor any unpaid proceeds hereof may be assigned, negotiated or otherwise transferred by Payee, except by will or pursuant to the laws of descent and distribution. 
 THIS NOTE, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
FLORIDA (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS). 
 IN WITNESS WHEREOF, the undersigned Maker has hereunto executed this
instrument as of the day and year first above written. 
  

			
	MAKER:
	
	The PBSJ Corporation
		
	By:	 	 /s/ John B. Zumwalt, III

	Name:	 	John B. Zumwalt, III
	Title:	 	Chairman, CEO

  

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 EXHIBIT A 
  

																
	 Period
	  	Pymt	  	Principal	  	Interest	  	Note Balance	  	Rate	 
	 9/8/2008
	  			  			  			  	$	2,000,000.00	  	6	%
	 10/1/2008
	  	$	157,823.78	  	$	150,490.44	  	$	7,333.33	  	$	1,849,509.56	  		
	 1/1/2009
	  	$	169,563.02	  	$	141,820.38	  	$	27,742.64	  	$	1,707,689.18	  		
	 4/1/2009
	  	$	169,563.02	  	$	143,947.69	  	$	25,615.34	  	$	1,563,741.49	  	6	%
	 7/1/2009
	  	$	169,563.02	  	$	146,106.90	  	$	23,456.12	  	$	1,417,634.59	  		
	 10/1/2009
	  	$	169,563.02	  	$	148,298.50	  	$	21,264.52	  	$	1,269,336.09	  		
	 1/1/2010
	  	$	169,563.02	  	$	150,522.98	  	$	19,040.04	  	$	1,118,813.11	  		
	 4/1/2010
	  	$	169,563.02	  	$	152,780.83	  	$	16,782.20	  	$	966,032.28	  	6	%
	 7/1/2010
	  	$	169,563.02	  	$	155,072.54	  	$	14,490.48	  	$	 810,959.74	  		
	 10/1/2010
	  	$	169,563.02	  	$	157,398.63	  	$	12,164.40	  	$	 653,561.11	  		
	 1/1/2011
	  	$	169,563.02	  	$	159,759.61	  	$	9,803.42	  	$	 493,801.51	  		
	 4/1/2011
	  	$	169,563.02	  	$	162,156.00	  	$	7,407.02	  	$	 331,645.51	  	6	%
	 7/1/2011
	  	$	169,563.02	  	$	164,588.34	  	$	4,974.68	  	$	 167,057.17	  		
	 9/1/2011
	  	$	168,727.74	  	$	167,057.17	  	$	1,670.57	  	$	 —