EXHIBIT 10.4
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PROMISSORY NOTE
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Matawan, New Jersey
January 26, 2007
$160,000
FOR VALUE RECEIVED, the undersigned ("Maker"), hereby
unconditionally
promises to pay to the order of Thomas Pharmaceutical Acquisition
Corp. (the
"Payee"), with offices at ____________________________ or at such
other place as
the Payee or any holder hereof may from time to time designate, the
aggregate
principal sum of One Hundred Sixty Thousand Dollars ($160,000) in
lawful money
of the United States and in immediately available funds, and such
additional
amounts that may be advanced by the holder hereof and such advances
will be
added to the principal sum of this Promissory Note and will accrue
interest at
the specified rate of interest from the date of advance until paid
in full.
Unless otherwise provided, this Promissory Note may be prepaid in
full or in
part at any time without penalty or premium. The term of this
Promissory Note
shall be seven (7) years and shall be due and payable on January 8,
2014.
Maker hereby further promises to pay interest to the order of Payee
in
like money at said office or place on the unpaid principal balance
hereof
computed at a rate of ten percent (10%) per annum at a rate, upon
and after an
Event of Default (as hereinafter defined), of eighteen percent
(18%) per annum.
Interest shall be calculated on the basis of a three hundred sixty
(360) day
year and actual days elapsed. In no event shall the interest
charged hereunder
exceed the maximum permitted under the laws of the State of New
York. The Maker
shall make principal payments to the Payee from time to time as it
may decide in
its sole discretion.
In the event of (a) default in payment of any installment of
principal or
interest hereof as the same becomes due and such default is not
cured within ten
(10) days from the due date, or (b) default under the terms of any
instrument
securing this Promissory Note, and such default is not cured within
fifteen (15)
days after written notice to the Maker, then in either such event
the holder
may, without further notice, declare the remainder of the principal
sum,
together with all interest accrued thereon, and the prepayment
premium, if any,
at once due and payable (an "Event of Default"). Failure to
exercise this option
shall not constitute a waiver of the right to exercise the same at
any other
time.
The provisions of this Promissory Note may not be changed, modified
or
terminated orally, but only
