Exhibit 2.1(3)
PROMISSORY NOTE
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$530,547.37
DOVER, OHIO
PRINCIPAL AMOUNT
OCTOBER 1, 2005
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This Note is the note
referred to in
Section 2.3(b) of the
PURCHASE AGREEMENT RELATING TO TUSCARAWAS OPEN MRI,
LP among Orion HealthCorp,
Inc. (the "PAYEE"), Union Hospital, an Ohio
nonprofit corporation (the "MAKER"),
and others dated September 30, 2005 and the note
referred to in Section
2.3(b)
of the PURCHASE AGREEMENT RELATING TO
TUSCARAWAS AMBULATORY
SURGERY CENTER, LLC
among Payee, Maker and others dated
September 30, 2005. For value received, the
Maker promises to pay, in lawful money of
the United States, on
or before March
30, 2006, to the order of the Payee at 1805 Old Alabama Road, Suite 350,
Roswell, GA 30076, Attention: CEO, the aggregate principal
amount owed by the
Maker (the "PRINCIPAL AMOUNT").
The unpaid
Principal Amount from time to time outstanding
shall not bear interest.
If the Maker should
fail to make any
payment when due,
the
entire unpaid Principal Amount shall, at the election of
the Payee, become
due
and payable within thirty (30) days, upon written notice or demand, and
thereafter all unpaid principal and accrued interest
