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THIRD AMENDED AND RESTATED SECURED PROMISSORY NOTE

Revolving Credit Agreement

THIRD AMENDED AND RESTATED SECURED PROMISSORY NOTE | Document Parties: MMR INFORMATION SYSTEMS, INC. | Favrille, Inc | MyMedicalRecords, Inc | RHL Group, Inc You are currently viewing:
This Revolving Credit Agreement involves

MMR INFORMATION SYSTEMS, INC. | Favrille, Inc | MyMedicalRecords, Inc | RHL Group, Inc

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Title: THIRD AMENDED AND RESTATED SECURED PROMISSORY NOTE
Governing Law: California     Date: 5/4/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

THIRD AMENDED AND RESTATED SECURED PROMISSORY NOTE, Parties: mmr information systems  inc. , favrille  inc , mymedicalrecords  inc , rhl group  inc
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Exhibit 10.1

THIRD AMENDED AND RESTATED SECURED PROMISSORY NOTE

(For Revolving Line of Credit, Advances and Guaranteed Obligations)

$3,000,000

April 29, 2009

Los Angeles, California

For Value Received, the undersigned MyMedicalRecords, Inc. (formerly mymedicalrecords.com, Inc.), a Delaware corporation ("Borrower") and a wholly-owned subsidiary of MMR Information Systems, Inc. (formerly Favrille, Inc.), a Delaware corporation ("Parent"), promises to pay to the order of The RHL Group, Inc., a California corporation ("Lender"), the sum of up to Three Million Dollars ($3,000,000) (sometimes referred to as a "Reserve Line of Credit" herein), on a revolving basis, with interest from the date of disbursement on the Unpaid Balance, as that term is used herein, and defined below, from time to time outstanding. Capitalized terms used herein without definition shall, unless otherwise indicated, have the meanings given to such terms in the Security Agreement dated July 31, 2007, which grants certain security interests in the Collateral owned by Borrower, as therein defined. Borrower and Lender agree that the terms of this Third Amended and Restated Secured Promissory Note ("Third Amended Note") apply to the increased Reserve Line of Credit.

This Third Amended Note is intended to update and amend that certain Secured Promissory Note (the "Original Note") dated July 30, 2007, as amended by the Amended and Restated Secured Promissory Note (the "First Amended Note"), dated August 23, 2007, and as further amended by the Second Amended and Restate Secured Promissory Note (the "Second Amended Note") dated August 1, 2008, which was modified by the Allonge dated January 27, 2009 (the "Allonge"), which notes were approved by the Borrower's Board of Directors by resolutions dated July 23, 2007, August 30, 2007 and June 2, 2008, respectively. As stated therein, the Original Note, the First Amended Note and the Second Amended Note provided for increases, if necessary, in the amount of the Reserve Line of Credit, and the terms of the Security Agreement entered into on July 31, 2007 provide for that agreement to apply to advances in excess of the therein stated "Amount". The terms of the Security Agreement shall be deemed to apply to, and a security interest is hereby granted to the Lender, for all advances made, under this Third Amended Note to the same extent, validity, security and priority as to advances under the Original Note, the First Amended Note and the Second Amended Note.

The original of the First Amended Note and Second Amended Note, including the Allonge, shall be marked as "superseded" and stapled to the rear of this Third Amended Note. If and only if the Third Amended Note is deemed unenforceable, or if the Security Agreement is, for any reason, deemed not to apply to the Third Amended Note, then the terms of the Second Amended Note, including the Allonge (or the First Amended Note or the Original Note, as the case may be and if necessary), shall be deemed reinstated to the extent necessary to: (a) repay the advances of the Lender, and (b) provide for security to the Lender.


PROMISSORY NOTE

 

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The term "Unpaid Balance" shall mean all of the following: (a) the funds actually lent to the Borrower, including interest, fees, and costs thereon (which includes reasonable legal expenses of Lender in connection with this Third Amended Note); (b) any funds paid or advanced for the benefit of the Borrower at the request of Borrower to third parties, including charges made on the Lender's credit or charge cards, or credit or charge cards for which Lender is liable (exclusive of interest on such charges) ("Credit Card Advances") on or after July 23, 2007, (c) subject to the last sentence of this paragraph, any amounts guaranteed by the Lender at the request of Borrower, for which the guarantees are still outstanding (including any balance still due under the January 9 th , 2009 guarantee of Robert H. Lorsch to Singer Lewak LLP), (d) unpaid consulting fees, salary or expenses accrued or owed to Lender. However, any amounts guaranteed by the Lender and unpaid consulting fees shall not be included in the $3,000,000 Reserve Line of Credit limit.

The entire Unpaid Balance shall be due and payable at the end of each calendar month, provided however, that if the Borrower is not otherwise in default under the Original Note, the First Amended Note, the Second Amended Note or this Third Amended Note or the Security Agreement entered into on or about July 31, 2007, the Reserve Line of Credit shall continue in existence for the next succeeding month, and payment of the full Unpaid Balance shall be similarly deferred. However, notwithstanding any other provision in this Note: (1) the obligation to pay interest on a monthly basis, and the obligation to pay the Credit Card Advances, shall continue to be due and payable on a monthly basis, and (b) unless otherwise agreed in writing by Lender, the entire unpaid balance shall be due and owing, without extension, November 30, 2009 (the "Final Maturity Date").

The monthly payment shall not include any interest for amounts guaranteed by the Lender unless the Lender has performed on the guarantee, whether by payment or otherwise, except that on the Final Maturity Date the Borrower must pay all amounts due, including payment in full of the amount of any still then outstanding guarantees (which latter amount shall be placed in a trust account pending payment by the Borrower of the guaranteed obligation (and subsequent release of the funds back to the Borrower) or payment to the guaranteed party in accordance with any agreement between the Lender and the guaranteed party).

Upon the occurrence of an Event of Default, as defined in this Note or the Security Agreement, the Final Maturity Date shall be accelerated without further action by the Lender.

Interest shall accrue at the rate equal to the lesser of 10% per annum or the maximum rate allowed under the California Constitution. Said rate shall continue in effect for the entire period of the Reserve Line of Credit up to the Final Maturity Date. At no time shall the interest rate, and fees, if applicable, exceed the maximum rate chargeable by law.

Borrower acknowledges and agrees that the Unpaid Balance is presently due and owing, that the Unpaid Balance is approximately $1,500,000, and that there are no defenses, at law or in equity, to the amount due under this Note as of the date of the execution of this Note.

Borrower and Parent understand that Lender is charging, in addition to interest, as described above a "Loan Origination Fee." The Loan Origination Fee is payable to Lender on the date of this Third Amended Note and, in the event of any renewal for an additional six-month


PROMISSORY NOTE

 

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term, on any such renewal date. The Loan Origination Fee shall be $200,000 payable by a separate promissory note (which shall be convertible at the sole option of the Borrower into warrants to acquire 2,800,000 shares of Parent's common stock at an exercise price of $0.15 per share, which shall be fully


 
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