|
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 .
|