Exhibit 10.23

                                 PROMISSORY NOTE

$100,000.00
December 6, 2004

Dallas, Texas


         FOR  VALUE  RECEIVED,  the  undersigned,  MedSolutions,  Inc.,  a Texas
corporation  (the "the Maker"),  hereby  unconditionally  promises to pay to the
order of Ajit S. Brar,  an  individual  and  resident  of the State of Ohio (the
"Payee"), at such place as designated by the Payee, or at such other place or to
such other party or parties as may be designated by the Payee from time to time,
in lawful money of the United  States of America,  the  principal  amount of one
hundred fifty thousand  dollars  ($100,000.00)  (the "Principal  Amount"),  with
simple  interest  at an annual rate of the prime rate as  published  in the Wall
Street Journal ("the Prime Rate) from time to time plus eight per cent (8%).

         1. This  Promissory  Note (the  "Note")  shall be due and payable in 31
monthly  payments  of  principal  and  interest on the (14th) day of each month,
commencing on January 14th, 2005, and each in the amount of three thousand eight
hundred fifteen dollars and one cent  ($3,815.01) (an  "Installment"),  with the
final Installment due on July 14th, 2007 (the "Maturity Date");  provided,  that
each such Installment shall be in the form of a check delivered to an address as
may be designated by the Payee.  Each date on which a payment is due,  including
the Maturity Date,  shall be referred to herein as a "Payment  Date";  provided,
however,  that if a Payment  Date  should fall on a  Saturday,  Sunday,  or bank
holiday, then the Payment Date shall be the next business day.

         2. Notation of  Indebtedness  and Payments.  The Payee is authorized to
record the date and amount of the  indebtedness  evidenced by this Note, and the
date and  amount of each  payment  and  prepayment  of  principal  hereof on any
schedule  annexed hereto and made a part hereof,  or on a  continuation  thereof
which shall be attached  thereto and made a part hereof,  and any such  notation
shall  be  conclusive  and  binding  for all  purposes  absent  manifest  error;
provided, however, that failure by the Payee to make any such notation shall not
affect the obligations of the Maker hereunder.

         3.  Prepayment.  This Note is subject to prepayment in whole or in part
at any  time or from  time to  time,  without  premium  or  penalty  of any kind
whatsoever. All partial prepayments shall be applied first to accrued but unpaid
interest and then to the outstanding principal amount of this Note.

         4. Default.

         (a) Each of the following shall  constitute an "Event of Default" under
this Note:

                  (i) The Maker  shall fail to pay when due any  Installment  or
         any other amount due hereunder in the manner provided herein,  and such
         default  shall  continue  unremedied  for a period of ten (10) business
         days; or

                  (ii) A substantial  part of any of the  operations or business
         of the  Maker  is  suspended,  other  than in the  ordinary  course  of
         business, which suspension has a material adverse effect on the Maker's
         financial condition; or

                  (iii) The Maker commences any case, proceeding or other action
         relating to it in  bankruptcy or seeking  reorganization,  liquidation,
         dissolution,   winding-up,   arrangement,    composition,   compromise,
         readjustment  of its debts or any other  relief  under any  bankruptcy,



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         insolvency,  reorganization,   liquidation,  dissolution,  arrangement,
         composition,  compromise, readjustment of debt or similar act or law of
         any jurisdiction,  now or hereafter existing,  or consents to, approves
         of or acquiesces  in, any such case,  proceeding  or other  action,  or
         applies for a receiver, trustee or custodian for itself or for all or a
         substantial  part of its  properties or assets,  or makes an assignment
         for the benefit of  creditors,  or fails  generally to pay its debts as
         they mature or admits in writing its inability to pay its debts as they
         mature, or is adjudicated insolvent or bankrupt; or

                  (iv)  There  is  commenced  against  the  Maker  any  case  or
         proceeding,  or  any  other  action  is  taken  against  the  Maker  in
         bankruptcy  or  seeking   reorganization,   liquidation,   dissolution,
         winding-up, arrangement,  composition,  compromise, readjustment of its
         debts  or  any  other   relief   under  any   bankruptcy,   insolvency,
         reorganization,  liquidation,  dissolution,  arrangement,  composition,
         compromise,  readjustment  of  debt  or  similar  act  or  law  of  any
         jurisdiction,  now or  hereafter  existing;  or  there is  appointed  a
         receiver,  trustee  or  custodian  for  the  Maker  or  for  all  or  a
         substantial  part of its  properties  or  assets;  or there is issued a
         warrant  of  attachment,  execution  or  similar  process  against  any
         substantial part of the properties or assets of the Maker, and any such
         event continues for 90 days un-dismissed, un-bonded or un-discharged.

         (b) If any Event of Default shall have occurred and be continuing,  the
Payee may,  by written  notice to the Maker,  declare  this Note,  all  interest
hereon and all other amounts,  if any,  payable  hereunder or in respect of this
Note to be  forthwith  due and  payable,  whereupon  they  shall  become  and be
forthwith  due and  payable,  without  presentment,  demand,  protest or further
notice  of any kind,  all of which are  hereby  expressly  waived by the  Maker.
Notwithstanding  the  foregoing,  upon the  occurrence  of any of the  events or
conditions  described in  subsection  (iii) or (iv) of Section 4(a) above,  this
Note, all interest hereon and all other amounts, if any, payable hereunder or in
respect  of this Note shall  immediately  become due and  payable,  without  any
requirement on the part of the Payee to give notice, or make declaration, of any
kind regarding such Event of Default and without presentment, demand, protest or
any  other  requirement  on the  part of the  Payee,  all of  which  are  hereby
expressly waived by the Maker.

         (c) From and after the  occurrence of any Event of Default,  and for so
long as such Event of Default shall  continue,  the unpaid  principal  amount of
this Note shall bear interest at a rate per annum equal to the lesser of (i) ten
percent (10%),  or (ii) the Highest Lawful Rate (as defined  below),  payable on
demand.

         5. Waiver of Certain  Demands and  Notices.  Presentment  for  payment,
demand, notice of dishonor, protest, notice of protest and all other demands and
notices in connection  with the delivery,  performance  and  enforcement of this
Note are hereby expressly waived by the Maker.

         6.  Payment of Court  Costs.  If this Note is placed in the hands of an
attorney for collection,  or if it is collected  through any legal  proceedings,
the Maker agrees to pay court costs,  reasonable attorneys' fees and other costs
of collection of the holder hereof.

         7.  Usury.  It is the  intention  of the Maker to conform  strictly  to
applicable  usury laws now or hereafter in force,  and therefore all  agreements
between the Maker and the Payee are expressly  limited so that in no contingency
or event  whatsoever,  whether by reason of advancement of the proceeds  hereof,
acceleration  of maturity of the unpaid  principal  balance hereof or otherwise,
shall  the  amount  paid  or  agreed  to be  paid to the  Payee,  for  the  use,
forbearance  or  detention  of the money to be  advanced  hereunder  exceed  the
highest  lawful rate  permitted by applicable  law.  Regardless of any provision
contained  herein,  or  in  any  other  documents  or  instruments  executed  in
connection  herewith,  the Payee shall never be entitled to receive,  collect or
apply,  as  interest  hereon,  any amount in excess of the  Highest  Lawful Rate
(hereinafter  defined)  and in the event the Payee ever  receives,  collects  or
applies,  as  interest,  any such  excess,  such amount which would be excessive
interest shall be deemed a partial prepayment of principal and treated hereunder


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as such;  and, if the principal  hereof is paid in full,  any  remaining  excess
shall be refunded to the Maker. In determining  whether or not the interest paid
or payable, under any specific contingency, exceeds the Highest Lawful Rate, the
Maker and the Payee shall, to the maximum extent permitted under applicable law,
(a) characterize any non-principal  payment as an expense, fee or premium rather
than as interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) spread the total amount of interest  throughout the entire contemplated term
hereof;  provided  that if the  interest  received  for  the  actual  period  of
existence  hereof  exceeds the Highest Lawful Rate, the Payee shall either apply
or refund to the Maker the amount of such excess as herein provided, and in such
event the Payee shall not be subject to any  penalties  provided by any laws for
contracting for, charging or receiving  interest in excess of the Highest Lawful
Rate. As used in this Note, the term "Highest  Lawful Rate" means,  at any given
time during  which  indebtedness  shall be  outstanding  hereunder,  the maximum
non-usurious interest rate, if any, that at any time or from time to time may be
contracted  for,  taken,  reserved,  charged  or  received  on the  indebtedness
evidenced by this Note under the laws of the United States and applicable  state
law currently in effect or, to the extent allowed by law, under such  applicable
laws of the United  States and  applicable  state law may hereafter be in effect
and which allow a higher maximum non-usurious interest rate than applicable laws
now allow,  in any case after  taking into  account,  to the extent  required by
applicable law, any and all relevant payments or charges under this Note and any
documents executed in connection herewith.

         8. Additional Covenants of the Maker.

         (a) The Maker shall comply with the reporting  requirements of Sections
13 and 15(d) of the Securities Exchange Act of 1934, as amended,  for so long as
and to the extent that such requirements apply to the Maker.

         (b) The Maker shall not, by amendment of its Articles of  Incorporation
or Bylaws or through  any  reorganization,  transfer  of assets,  consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Note.  Without  limiting the generality of the foregoing,  the Maker (i) will at
all times  reserve and keep  available,  solely for issuance  and delivery  upon
conversion of this Note,  shares of Common Stock issuable from time to time upon
conversion  of this Note,  (ii) will not increase the par value of any shares of
capital stock  receivable  upon conversion of this Note above the amount payable
therefore upon such  conversion,  and (iii) will take all such actions as may be
necessary or  appropriate  in order that the Maker may validly and legally issue
fully paid and non-assessable stock upon conversion of this Note.

         (c) Until the entire  Principal  Amount of and all  accrued  but unpaid
interest  on this  Note is paid in full,  the  Maker  shall  not take any of the
following  actions without the prior written consent of the Payee (which consent
shall not be unreasonably withheld):

                  (i) sell all or a significant  portion of the Maker's  assets,
         or merge or enter into any  combination or  consolidation  with another
         person or entity, in which it is not the surviving entity or

                  (ii) directly or indirectly  make or pay any cash dividends or
         make any distributions on any of its equity securities.

         9.  Governing  Law.  This Note shall be governed by, and  construed and
interpreted in accordance  with,  the laws of the State of Texas.  Venue for any
action arising out of this Note shall lie exclusively in Dallas County, Texas.



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         10. Permitted Transfer or Assignment by Holder. The holder of this Note
may not  transfer  or assign to any person or entity all or any  portion of this
Note unless, prior to any transfer or assignment,  the holder of this Note gives
written notice to the Maker of such holder's proposal to effect such transfer or
assignment,  together with such information and other written  assurances as the
Maker may reasonably request with respect to the proposed transfer or assignment
and the proposed  transferee or assignee.  The Maker and the holder of this Note
acknowledge that the foregoing  condition is intended only to ensure  compliance
with  the  provisions  of the  Securities  Act of  1933,  as  amended,  and  any
applicable  state  securities  laws in respect of the transfer or  assignment of
this Note.

         12.  Successors and Assigns.  This Note shall be binding upon the Maker
and its  successors,  and  shall  inure  to the  benefit  of the  Payee  and its
successors  and permitted  assigns.  The Maker shall not assign its  obligations
hereunder without the prior written consent of the Payee.

         13.  Notices.  Any  notice,  request,  demand  or  other  communication
permitted  or  required  to be given  pursuant to this Note shall be in writing,
shall be sent by one of the following  means to the addressee at the address set
forth below (or at such other address as shall be designated hereunder by notice
to the other parties receiving copies,  effective upon actual receipt) and shall
be  deemed  conclusively  to have been  given:  (a) on the  first  business  day
following the day timely  deposited  with Federal  Express (or other  equivalent
national  overnight  courier) or United States  Express  Mail,  with the cost of
delivery  prepaid;  (b) on the fifth business day following the day duly sent by
certified or registered  United States mail,  postage prepaid and return receipt
requested;  or (c) when  otherwise  actually  delivered to the  addressee.  If a
written notice or signed item is expressly required by another provision of this
Note, a manually  signed  original must be delivered by the party giving it. Any
other  notice,  request,  demand  or  other  communication  also  may be sent by
telegram  or  facsimile,  with the cost of  transmission  prepaid,  and shall be
deemed  inclusively to have been given on the day duly sent.  Copies may be sent
by regular  first-class mail,  postage prepaid,  to the parties set forth below,
but any failure or delay in sending  copies shall not affect the validity of any
such notice,  request,  demand or other  communication  so given to a party. The
addresses of the parties are as follows:

         (i)      If to the Maker:

                                    MedSolutions, Inc. 12750
                                    Merit Drive Park Central VII, Suite 770
                                    Dallas, Texas 75251 Attention: Matthew H.
                                    Fleeger Fax: (972) 931-2250

         (ii)     If to the Payee:

                                    Ajit S Brar
                                    28340 Red Raven Road
                                    Pepper Pike, OH 44124
                                    216-591-1932

         14. Severability.  In case any provision of this Note shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

         15.  Amendments  and  Waivers.  This Note may be amended  only with the
mutual  consent  of  the  Payee  and  the  Maker.  No  amendment  or  waiver  or
modification  of this Note shall be  effective  unless in writing  and signed by
both the Maker and the Payee.



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         16. WAIVER OF JURY TRIAL. THE MAKER HEREBY  KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY  WAIVES (TO THE EXTENT  PERMITTED BY APPLICABLE  LAW) ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY OF ANY  DISPUTE  ARISING  UNDER OR  RELATING TO THIS
NOTE AND AGREES  THAT ANY SUCH  DISPUTE  SHALL,  AT THE OPTION OF THE PAYEE,  BE
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

                                    MEDSOLUTIONS, INC.



                                 By: /s/ Matthew H. Fleeger
                                    --------------------------------------------
                                    Name:  Matthew H. Fleeger
                                    Title: President and Chief Executive Officer



                                Agreed  to and Accepted this Date: _______, 2005

                                By: /s/ Ajit S. Brar
                                   -----------------
                                         Ajit S. Brar