Exhibit 2.3(7)
PROMISSORY NOTE
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$ 370,411.36
DOVER, OHIO
PRINCIPAL AMOUNT
SEPTEMBER 30, 2005
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For value received,
Tuscarawas
Open MRI, L.P. (the
"MAKER")
promises to pay, in lawful money of the
United States, on or
before October 31,
2005 (the "TERM"), to the order of Orion
HealthCorp, Inc. (the
"Payee") at 1805
Old Alabama Road, Suite 350, Roswell,
GA 30076, Attention: CEO, the principal
amount set forth above (the "PRINCIPAL
AMOUNT").
During the Term, the
unpaid Principal
Amount shall not
bear
interest. If the Maker should fail to pay
the Principal
Amount on October
31,
2005, thereafter all unpaid principal and
accrued and unpaid interest shall bear
interest at the rate of fifteen
percent (15%) per annum from November 1, 2005
until paid.
This Note may be
prepaid in part or in whole at any time with
no penalty to the Maker. No delay on the part of the Payee
in the exercise
of
any right or remedy shall operate as a
waiver the
