Exhibit
4.1
PROMISSORY NOTE
1. Principal
/ Borrowers Promise to Pay.
FOR VALUE
RECEIVED, the undersigned, The Amacore Group, Inc., a Delaware
corporation whose address is 485 N. Keller Rd. Suite 450, Maitland,
FL. 32751 (hereinafter referred to as the "Borrower"), promises to
pay to Howard Knaster, (hereinafter referred to as the "Lender")
whose address is 555 SW 12th Avenue, Suite 107 & Suite 120,
Pompano Beach, Florida 33076, the principal sum One Million Three
Hundred Twelve Thousand Five Hundred Dollars ($1,312,500.00) with
annual interest thereon calculated in accordance with the terms and
provisions provided below. All sums owing under this Promissory
Note are payable in lawful money of the United States of
America.
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The principal
balance in the amount of One Million Three Hundred Twelve Thousand
Five Hundred Dollars (1,312,500), together with interest at a rate
3.25% per annum, shall be due and payable as follows:
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Two Hundred
Forty Thousand Six Hundred Twenty Five & NO/100 Dollars
($240,625.00) together with the accrued interest thereon on
September 1, 2009;
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Two Hundred
Forty Thousand Six Hundred Twenty Five & NO/100 Dollars
($240,625.00) together with the accrued interest thereon on
December 1, 2009;
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Two Hundred
Forty Thousand Six Hundred Twenty Five & NO/100 Dollars
($240,625.00) together with the accrued interest thereon on March
1, 2010;
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Two Hundred
Forty Thousand Six Hundred Twenty Five & NO/100 Dollars
($240,625.00) together with the accrued interest thereon on June 1,
2010;
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Fifty Thousand
and NO/100 Dollars ($50,000.00) together with the accrued interest
thereon on September 1, 2010;
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Fifty Thousand
and NO/100 Dollars ($50,000.00) together with the accrued interest
thereon on December 1, 2010;
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Fifty Thousand
and NO/100 Dollars ($50,000.00) together with the accrued interest
thereon on March 1, 2011;
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Fifty Thousand
and NO/100 Dollars ($50,000.00) together with the accrued
interest thereon on June 1, 2011;
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Fifty Thousand
and NO/100 Dollars ($50,000.00) together with the accrued interest
thereon on September 1, 2011;
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Fifty Thousand
and NO/100 Dollars ($50,000.00) together with the accrued interest
thereon on December 1, 2011; &
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Fifty Thousand
and NO/100 Dollars ($50,000.00) together with the accrued interest
thereon together with all outstanding and accrued interest on March
1, 2012.
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All amounts
required to be paid under this Promissory Note shall be payable to
the Lender at 555 SW 12th Avenue, Suite 107 & Suite 120,
Pompano Beach, Florida 33076, or at another place as Lender, from
time to time, may designate in writing.
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The Parties
agree that the first and second payments prescribed herein shall be
designated as “Primary Note Payments”. The
Parties agree that third and fourth payments prescribed herein
shall be designated as “Secondary Note
Payments.” The Parties agree that the first,
second, third, and fourth payments prescribed herein shall be
designated as “Note Payments”. The Parties
agree that all payments not designated as Note Payments shall be
designated as “Non-Note Payments”.
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Interest
calculations shall be based on a 365-day year.
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3. Maturity
Date & Prepayment.
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(a) The entire
principal balance of this Promissory Note, together with all
accrued and unpaid interest and fees, shall be due and payable on
March, 1, 2012 (hereinafter referred to as the "Maturity
Date").
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(b) The
Borrower hereof shall have the right and privilege to prepay this
Promissory Note in whole or in part without penalty. Payments shall
be applied first to the bal
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