Exhibit 10.56



                                 PROMISSORY NOTE



$175,000.00                                                    December 21, 2006
                                                                   Dallas, Texas


     FOR  VALUE  RECEIVED,   the  undersigned,   MedSolutions,   Inc.,  a  Texas
corporation (the " the Maker"),  hereby  unconditionally  promises to pay to the
order of Winship Moody,  an individual and resident of the State of Florida (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
$175,000.00 (the "Principal Amount"),  with simple interest at an annual rate of
12.0%.

     1. This Promissory Note (the "Note") shall be due and payable in 36 monthly
payments of  principal  and  interest on the 21st of each month,  commencing  on
January 21, 2007, and each in the amount of $5,812.50 (an  "Installment"),  with
the final  installment  due on December 21st, 2009 ("the Maturity  Date").  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 10 business
               days; or



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          (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,   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  undismissed,
               unbonded or undischarged.

     (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) 18%, or (ii) the Highest Lawful Rate (as defined below),
          payable on demand.



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     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
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 nonprincipal  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
nonusurious  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 nonusurious  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.






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     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 therefor 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 nonassessable 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.

     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.

     11.  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.



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     12. 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:
                                                     ________________________
              From Sept. 1-May 31                    ________________________
                                                     ________________________
                                                     Attention:  ____________
                                                     Fax: (   ) _____________

                                                     ________________________
              From June 1-Aug. 31                    ________________________
                                                     ________________________
                                                     Attention:  ____________
                                                     Fax: (   ) _____________




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     13.  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.

     14.  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.

     15.  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


                                  ACCEPTED

                                  By:      /s/ Winship Moody
                                               Winship Moody









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