Attached files

                                                                   Exhibit 10.10

                     PROMISSORY NOTE AND SECURITY AGREEMENT

$69,865.00                                                        March 20, 2010

     THIS  PROMISSORY  NOTE AND SECURITY  AGREEMENT ARE BEING EXECUTED THIS DATE
FOR THE PURPOSE OF AMENDING AND  REPLACING  THAT CERTAIN  PROMISSORY  NOTE DATED
JANUARY 15, 2010, MADE BY RANDALL LETCAVAGE IN FAVOR OF CIRALIGHT  GLOBAL,  INC.
AS PAYEE.

FOR VALUE RECEIVED, the undersigned,  Randall Letcavage,  with principal offices
at 2603 Main Street, Suite 1150, Irvine, CA 92614 ("Maker"),  promises to pay to
the order of Ciralight  Global Inc.  ("Payee"),  15303 Ventura Blvd., 9th Floor,
Sherman  Oaks,  CA 91403 or at such other  address as may be  designated  by the
holder of this  Promissory  Note and  Security  Agreement  ("Note"),  the sum of
$69,865.00  in lawful  money of the United  States  (receipt  of which is hereby
acknowledged  by Maker as having been  previously  received by Maker),  together
with simple interest accruing on the outstanding principal balance hereof at the
annual  rate of Eight  percent  (8.0%)  from and  after  the  date  hereof.  The
outstanding  principal  balance  hereof,  plus all accrued and unpaid  interest,
shall be due and payable on November 1, 2010.

     Maker hereby  acknowledges  that the purpose of replacing  that  promissory
note dated January 15, 2010 in the amount of $69,865.00  previously executed and
delivered  by Maker to Payee ("Old Note") is to allow Maker  additional  time to
pay to Payee the  $69,865.00  owed to Payee and that Payee's  acceptance of this
Note in place of the Old Note constitutes valuable consideration to Maker. Maker
further  acknowledges and agrees that in  consideration of Payee's  agreement to
accept  this Note in place of the Old Note,  Maker  hereby  grants  unto Payee a
security  interest in and to 329,647  shares of Ciralight  Global,  Inc.  common
stock owned by Maker as collateral for the repayment of this Note.

     Maker shall have the privilege of prepaying the outstanding balance of this
Note in whole,  at any time, or in part,  from time to time,  without premium or
penalty.  Any prepayment  shall be applied first to accrued and unpaid  interest
and, thereafter, to the outstanding principal of this Note.

     Upon the  occurrence of any of the following  events  ("Event of Default"),
the holder  hereof shall have the option to declare Maker to be in default under
this Note and shall  have the power to  declare  the  unpaid  principal  balance
hereof to be immediately due and payable:

          (a) Maker's failure to make any payment when due and payable hereunder
and failure to cure such  non-payment  within thirty (30) days after the receipt
by Maker of written notice thereof.

          (b) The  occurrence  of any of the  following  events with  respect to
Maker: (i) the making of an assignment for the benefit of creditors, or (ii) the
commencement  of  proceedings  in  bankruptcy  or  any  other   proceedings  for
arrangement or  reorganization  of Maker's debts under any state or federal law,
whether  instituted by or against Maker (if  proceedings  are commenced  against
Maker, Maker shall have sixty (60) days to obtain dismissal of the proceedings).

          (c) If Payee subsequently determines that any act or omission by Maker
that occurred  while he was an officer and director of Payee has caused Payee to
incur  damages,  including,  but not limited to,  legal fees,  in which case the
principal amount of this Note shall be automatically  increased by the amount of
such damages.

     Except as otherwise  provided  herein,  Maker waives  presentment,  demand,
notice of  dishonor,  notice of protest  and all other  demands or notices  with
respect to the delivery, acceptance, performance and enforcement of this Note.

     This  Note  shall  be  deemed  executed  and  delivered  in  the  State  of
California,  and shall be  governed  by and  construed  in  accordance  with the
internal  laws  of the  State  of  California,  without  regard  to the  laws of
conflicts.

     All notices which may be given under this Note shall be made in writing and
either  delivered  in person or sent by  registered  or certified  mail,  return
receipt requested, or by a nationally recognized overnight courier, addressed to
the  parties  hereto at their  respective  addresses  set forth above or to such
other  address  as Maker or Payee  may from  time to time  designate  by  notice
hereunder.  Maker or Payee may specify in writing a  different  address for such
purposes by notice to the other.  Notices shall be deemed to have been delivered
upon the earlier of actual  receipt or two  business  days after  deposit in the
United States mail or the second  business day following the day notice is given
by said overnight courier.

     If any  provisions  of  this  Note  or its  application  to  any  party  or
circumstances  shall be determined by any court of competent  jurisdiction to be
invalid and  unenforceable to any extent,  the remainder of this Note, where the
application of such provisions or circumstances  other than those as to which it
is determined to be invalid or unenforceable shall not be affected thereby,  and
each provision hereof shall be valid and shall be enforced to the fullest extent
permitted by law.

                                       2

     IN WITNESS  WHEREOF,  Maker has  executed  this Note as of the day and year
first above written.

Maker:


/s/ R. Letcavage
-----------------------------------
Randall Letcavage

Accepted and Agreed to by:


Ciralight Global, Inc., as Payee


By: /s/ Jeffrey Brain
   --------------------------------
   Jeffrey Brain
   Chief Financial Officer


STATE OF CALIFORNIA      )
                         )   ss.
COUNTY OF ORANGE         )

     On March 20,  2010,  before  me,  Jeff  Gange,  Notary  Public,  personally
appeared  RANDALL  LETCAVAGE,  who  proved  to me on the  basis of  satisfactory
evidence to be the person whose name is subscribed to the within instrument, and
acknowledged  to me that he executed the same in his  authorized  capacity,  and
that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.

     I  certify  under  PENALTY  OF  PERJURY  under  the  laws of the  State  of
California that the foregoing paragraph is true and correct.

     WITNESS my hand and official seal.


/s/ Jeff Gange
-----------------------------------
Signature of Notary Public                             [seal]


                                       3

STATE OF CALIFORNIA      )
                         )   ss.
COUNTY OF ORANGE         )

     On March 23, 2010,  before me, Richard Kestler,  Notary Public,  personally
appeared JEFFREY BRAIN,  who proved to me on the basis of satisfactory  evidence
to be the  person  whose  name  is  subscribed  to the  within  instrument,  and
acknowledged to me that he executed the same in his authorized capacity as Chief
Financial  Officer of Ciralight  Global,  Inc., and that by his signature on the
instrument  the person,  or the entity  upon  behalf of which the person  acted,
executed the instrument.

     I  certify  under  PENALTY  OF  PERJURY  under  the  laws of the  State  of
California that the foregoing paragraph is true and correct.

     WITNESS my hand and official seal.


/s/ Richard Kestler
-----------------------------------
Signature of Notary Public                             [seal]