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MEDICAL SOLUTIONS MANAGEMENT INC. PROMISSORY NOTE

Promissory Note

MEDICAL SOLUTIONS MANAGEMENT INC. PROMISSORY NOTE | Document Parties: Medical Solutions Management Inc | Vicis Capital LLC You are currently viewing:
This Promissory Note involves

Medical Solutions Management Inc | Vicis Capital LLC

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Title: MEDICAL SOLUTIONS MANAGEMENT INC. PROMISSORY NOTE
Governing Law: Massachusetts     Date: 12/20/2007
Law Firm: Bingham McCutchen LLP    

MEDICAL SOLUTIONS MANAGEMENT INC. PROMISSORY NOTE, Parties: medical solutions management inc , vicis capital llc
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EXHIBIT 10.2

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH IT MIGHT CONVERT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

 

$1,000,000    Marlboro, Massachusetts

December 16, 2007

MEDICAL SOLUTIONS MANAGEMENT INC.

PROMISSORY NOTE

Medical Solutions Management Inc., a Nevada corporation (the “Company”), for value received, hereby promises to pay to Vicis Capital Master Fund (the “Holder”) on December 16, 2008 (the “Maturity Date”), the principal amount of One Million Dollars ($1,000,000), and all interest accrued thereon, in accordance with the terms hereof, until paid in accordance with the terms hereof. This Note is issued in connection with that certain Note Purchase Agreement (the “Note Purchase Agreement”) of even date herewith between the Company and the Holder.

1. Terms of Note .

1.1. Interest . Interest shall accrue on the unpaid principal balance of this Note from the date hereof and shall be payable at the rate of five percent (5%) per annum, computed on the basis of a 365 day year for the actual number of days elapsed since the date hereof, until all unpaid principal under this Note shall have been repaid in full.

1.2. Prepayment . No portion of the principal amount of this Note may be paid by the Company at any time prior to the Maturity Date (including any extension thereof).

1.3. Conversion . This Note shall be convertible into securities offered by the Company in a future financing pursuant to the terms set forth in Section 5.1 of the Note Purchase Agreement.

2. Usury . This Note is hereby expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Holder hereunder exceed the amount permissible under applicable law. If at any time the performance of any provision of this Note involves a payment exceeding the limit of the price that may be validly charged for the loan, use,

 


forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto , the obligation to be performed shall be reduced to such limit, it being the specific intent of the Company and the Holder that all payments under this Note are to be credited first to interest, if any, as permitted by law, but not in excess of the lesser of (a) the agreed rate of interest set forth herein and (b) that permitted by law, and the balance toward the reduction of principal. The provisions of this Section 2 shall never be superseded or waived and shall control every other provision of this Note.

3. Miscellaneous .

3.1. Transfer of Note . The Holder may not assign or otherwise transfer this Note (or any portion hereof) or any of its rights hereunder without the prior written consent of the Company, and no interest herein shall be pledged or otherwise encumbered by the Holder without the prior written consent of the Company, and any such attempted disposition of this Note or any portion hereof shall be of no force or effect.

3.2. Titles and Subtitles .


 
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