3% CONVERTIBLE SENIOR SECURED PROMISSORY NOTE

THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE (AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS

For value received MiMed _X   Group, Inc . , a Florida corporation (the   “ Company ”), promises to pay to __________________ (“ Holder ”) the principal sum of ____________________ ($________), together with simple interest on the outstanding principal amount at the rate of three percent (3.0%) per annum. The principal and all accrued interest shall be due and payable in full on April __, 2012 (the “Maturity Date” ). This Note is secured by a security interest in certain Collateral (the “Collateral” ),  as defined in, and subject to the terms of, that certain Security and Intercreditor Agreement of even date herewith (the “Security Agreement” ).  Interest shall begin to accrue on the date hereof and shall continue to accrue on the outstanding principal amount hereof until converted into common stock of the Company (the “ Common Stock ”) as provided herein, or until the payment in full of this Note whichever occurs first.  Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed.  All cash payments of interest hereunder shall be in lawful money of the United States of America.  Upon payment in full of the amount of all principal and interest payable hereunder (whether in cash or Common Stock upon a Conversion Event, as defined below),  this Note shall be surrendered to the Company for cancellation.

1.             This Note is issued pursuant to that certain 3% Convertible Senior Secured Promissory Note Subscription Agreement dated as of April __, 2009, (the “ Note Subscription  Agreement ”), and is subject to its terms and conditions. However, in the event of any conflict between the terms of this Note and the Note Subscription Agreement, the terms of this Note shall govern.  This Note is pari passu as to payment  and lien priority rights, ratably with all Other Purchasers of 3% Convertible Senior Secured Promissory Notes, as provided in the Security Agreement. This Note is junior as to payment and lien priority rights with respect to up to $5.0 million in senior funded debt, as provided in the Security Agreement.

2 .            This Note is convertible into common stock of the Company at any time upon the election of the Holder into that number of shares of Common Stock equal to the quotient of (a) the outstanding principal amount and accrued interest of this Note as of date of such election, divided by (b) $0.50 (the “Conversion Price” ).  Such voluntary election to convert by Holder is herein called a “Voluntary Conversion” .   A Voluntary Conversion and a conversion under any of the circumstances described in Sections 3 and 4  below are all herein called “Conversion Events” or singly a “Conversion Event”.

3.             Notwithstanding the other terms and conditions of this Note, in the event of a “ Change in Control Transaction” (as hereinafter defined) which occurs prior to any other Conversion Event, then, effective immediately prior to such Change in Control Transaction, the outstanding principal balance of this Note shall automatically, and without further action by the Holder, convert into that number of shares of Common Stock equal to the quotient of (a) the outstanding principal amount and interest due under this Note as of the closing of such Change in Control Transaction, divided by (b) the Conversion Price.   As used herein, the term “ Change in Control Transaction ” means any of the following transactions which results in aggregate transaction consideration payable to the common shareholders of the Company of not less than $0.50 per share: (A) a share exchange, consolidation or merger of the Company with or into any other entity or any other corporate reorganization whether or not the Company is the surviving entity (unless the stockholders of the Company immediately prior to such share exchange, consolidation, merger or reorganization hold in excess of fifty percent (50%) of the general voting power of the Company or the surviving entity, as the case may be, immediately after the closing of such transaction); (B) a transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s general voting power is transferred to a third party (or group of affiliated third parties) that were not previously stockholders of the Company (other than in connection with an original issuance of shares of capital stock by the Company); or (C) a sale of all or substantially all of the assets of the Company (unless the stockholders of the Company immediately prior to such sale hold in excess of fifty percent (50%) of the general voting power of the purchasing party or parties).  The determination of “ general voting power ” shall be based on the