EXHIBTI
10.2
VirtualHealth Technologies, Inc.
CONVERTIBLE PROMISSORY NOTE
$900,000.00
October 1, 2006
FOR
VALUE RECEIVED, VirtualHealth Technologies, Inc., a Delaware
corporation (the "Company"), hereby promises to pay to New
Market ("Holder') in
accordance with the
terms and conditions contained herein. Said Note will
automatically convert
October 1, 2008 into
450,000 shares of VHTG Common Stock
A, if the price of the stock is $2.00 per share. If the price is
less Holder may
elect to convert for
additional shares as
the price may vary but total shares
are limited to 675,000 of stock of the Company, Holder of note shall be paid
in
cash or common stock at Holders choice as long as the $900,000.00
value stays in
place.
Defined Terms. As used herein, the following terms have the
following meanings:
"Common Stock" means the common stock of Company.
"
"Note" means this Convertible Promissory Note.
1. Conversion.
(a)
Conversion Procedure.
To exercise
conversion
rights and to obtain
a
stock certificate, the Holder shall present this Note at the
principal office of
the Company with a Conversion Form, in the form attached hereto as Exhibit A,
duly executed by the Holder. As soon as practicable after the
submission of this
Note and the duly executed Conversion Form, the Company will
cause to be issued
in the name of and delivered to the Holder a certificate or
certificates for the
number of full shares of Common Stock to which the Holder
shall be entitled
on
such conversion. In the case of a partial conversion, the Company shall deliver
to the Holder a Note in principal amount equal to the unconverted
portion of the
principal amount
hereof. From and after
the date on which this Note and a duly
executed Conversion Form are surrendered to the Company (the
"Conversion Date"),
the Holder shall be deemed to be the record Holder of all shares of
Common Stock
to which the Holder shall be entitled on such conversion for all purposes,
and
all rights,
preferences and
privileges of such shares of Common Stock shall be
attributable to the Holder upon a sale
2. Events of Default.
The following will be Events of Default hereunder (each,
an "Event of
Default"): (i)
failure by the
Company to pay any
principal or
interest payment when
due, whether or not such payment is prohibited by Section
10 hereof, and such
failure continues for a period of five (5) consecutive days
after delivery of written notice from the Holder to the Company of
such failure;
(ii) failure by the Company to perform any other covenant
contained herein, if
the same has continued
for a period
of thirty (30) consecutive days after
delivery of written
notice from the Holder to the Company of such failure; or
(iii) the dissolution, winding up or liquidation of the Company or the
insolvency of or the appointment of an assignee for the benefit of
creditors of,
or of a receiver for, the Company, or a petition in bankruptcy shall be filed
either by or against the Company, and the same shall not be
dismissed within
sixty (60) days.
3. Acceleration
Upon Default. If an Event of Default shall occur and be
continuing: (i) which is an event of bankruptcy, insolvency or
reorganization of
the Company, the maturity of this Note shall immediately
accelerate without
any
act on the part of the Holder, including demand for payment thereof and
notice
to the Company, which
demand and notice are hereby expressly waived; or (ii)
which is not an
event of bankruptcy, insolvency or reorganization of the
Company, the Holder
may accelerate the maturity of this Note five business days
after written
notice of such Event
of Default is received by the Company. In
addition, if an Event
of Default has
occurred and has
continued for at
least
thirty (30) days after written notice of such occurrence from the Holder to
the
Company (the "Notice Effective Date"), then thereafter during the
continuance of
such Event of Default the interest rate on this Note shall be fifteen
percent
(15%) per annum.
4. Rights and
Remedies. If the
Company fails to
comply with the terms of this
Note, unless such
failure shall have been waived in writing, the Holder may
proceed to protect and
enforce its rights by suit in equity or
action at law,
whether for the specific performance of any term contained in this Note
or for
an injunction
against any breach of
any such term or in aid of the exercise of
any power granted in this Note or may proceed to enforce the
performance of this
Note (including
the payment of this Note) or to
enforce any other legal or
equitable right of the Holder, or may take any one or more of
such actions. In
the event that the
Holder seeks to
enforce its
rights under this Note, the
prevailing party
shall be en
