Exhibit 10.33
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.
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$400,000
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Marlboro, Massachusetts
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December 21, 2006
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 or
before February 21, 2007 (the "Maturity Date"), the principal
amount of Four Hundred Thousand Dollars ($400,000), and all
interest accrued thereon, in accordance with the terms hereof,
until paid in accordance with the terms hereof.
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. Failure to Repay by Maturity
Date . If on or prior to the Maturity Date the Company has not
repaid to the Holder the unpaid principal balance of this Note and
all interest accrued thereon, (a) the Maturity Date shall be
extended to April 21, 2007 such that the unpaid principal
balance of this Note and all interest accrued thereon shall be due
and payable on such date instead of February 21, 2007, and
(b) no later than February 22, 2007, the Company shall
issue to the Holder a warrant to purchase 2,666,667 shares of the
Company’s common stock, par value $0.001 per share, which
warrant shall have an exercise price of $2.00 per share, shall be
exercisable for a period of five years following the date of
issuance and shall contain such other terms and conditions as set
forth in those certain warrants issued by the Company to the Holder
in connection with the transactions consummated pursuant to that
certain Securities Purchase and Exchange Agreement, dated as of
June 28, 2006 (except that such warrant shall not give the
Company any right to call the warrant for redemption or to purchase
any shares issued upon exercise of the warrant).
1.3. Prepayment . All or a
portion of the unpaid principal balance of this Note and interest
accrued thereon may be prepaid by the Company at any time prior to
the Maturity Date (including any extension thereof) without
penalty. Any prepayment shall be made at the offices or residence
of the Holder, or at such other place as the Holder shall have
designated to the Company in writing, in lawful money of the United
States of America.
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 pro
