Exhibit 10.27


                           CONVERTIBLE PROMISSORY NOTE



$75,000.00                                                     February 17, 2005
                                                                   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
$75,000.00  (the  "Principal  Amount"),  secured by certain of the assets of the
Maker  as  described  in each of the  Security  Agreement  and the Deed of Trust
entered  into by the Maker and the Payee and dated as of the date  hereof,  with
simple interest at an annual rate of 10.0%.

         1.  This  Convertible  Promissory  Note (the  "Note")  shall be due and
payable in 36 monthly  payments of  principal  and  interest on the first day of
each month,  commencing  on March 17, 2005,  and each in the amount of $2,420.04
(an  "Installment"),  with the final  Installment  due on February 17, 2008 (the
"Maturity  Date");  provided,  that each  such  Installment  shall be  deposited
directly,  by means of an Automated  Clearing House (ACH), into the Payee's bank
account, 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:




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                  (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

                  (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


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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.

         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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<PAGE>

         8. Conversion.

         (a) Subject to and upon  compliance with the provisions of this Section
8, the Payee shall have the right (the "Conversion  Right"),  at its option,  at
any time and from time to time,  subject to the "Option" (as defined below),  to
convert all or any portion of the  outstanding  principal  amount of and accrued
but unpaid interest on this Note into the number of fully paid and nonassessable
shares of common  stock of the  Maker,  par value  $.001 (the  "Common  Stock"),
obtained by dividing (i) the amount of this Note to be so converted, by (ii) the
Conversion  Price. For purposes of this Note, the term "Conversion  Price" means
$1.00,  as adjusted from time to time pursuant to the provisions of this Section
8.

         (b) In order to exercise the  conversion  right  provided in subsection
(a) above,  the Payee shall notify the Maker in writing (a "Conversion  Notice")
that the Payee elects to convert this Note or a specified  portion thereof,  and
the Payee shall contemporaneously surrender this Note at the office of the Maker
for cancellation. Unless the shares issuable upon conversion are to be issued in
the name of the Payee, the Conversion Notice shall be accompanied by instruments
of transfer,  in a form reasonably  satisfactory to the Maker,  duly executed by
the Payee or its duly  authorized  attorney and an amount  sufficient to pay any
transfer  or  similar  tax (or  evidence  reasonably  satisfactory  to the Maker
demonstrating  that such taxes have been paid).  The Conversion Right is subject
to the option of the Maker (the "Option"),  upon receipt of a Conversion Notice,
to pay the then-outstanding principal amount and any accrued but unpaid interest
theron  in full to the  Payee  within  30 days of the  date on which  the  Maker
receives  the  Conversion  Notice,  thereby  effectively  canceling  the Payee's
Conversion Right.

         Provided  that the Maker does not exercise  its Option,  as promptly as
practicable  after the expiration of such 30-day  period,  and the compliance by
the Payee with any other  conditions set forth in this subsection (b), the Maker
shall issue and shall deliver to the Payee,  or otherwise in accordance with the
Payee's written instruction, (i) a certificate or certificates for the number of
full  shares  of  Common  Stock  issuable  upon the  conversion  of this Note in
accordance with the provisions of this Section 8 (and any fractional interest in
respect of a share of Common Stock arising upon such conversion shall be settled
as provided in subsection (c) of this Section 8), and (ii) if applicable,  a new
Note of like tenor in the original principal amount equal to the portion of this
Note that has not been so converted.

         Each  conversion  of this Note  shall be  deemed to have been  effected
immediately  prior to the close of business on the date on which the  Conversion
Notice is  received  by the Maker.  The person or persons in whose name or names
any certificate or certificates for the shares of Common Stock issuable upon any
conversion  of this Note shall be deemed to have become the holder or holders of
record of the shares represented  thereby at the time and on the date determined
in accordance  with the first sentence of this  paragraph,  and such  conversion
shall be at the Conversion Price in effect at such time on such date. All shares
of Common Stock  delivered  upon  conversion of this Note shall upon delivery be
duly and validly issued and fully paid and nonassessable.



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<PAGE>

         (c)  No  fractional  shares  of  Common  Stock  shall  be  issued  upon
conversion of this Note.  Instead of any fractional  shares of Common Stock that
would  otherwise be issuable upon conversion of this Note, the Maker shall pay a
cash  adjustment in respect of such  fractional  share in an amount equal to the
same  fraction of the current  market price (as defined in  subsection  (d)(iii)
below)  per  share of  Common  Stock  at the  close  of  business  on the day of
conversion.

         (d) The  Conversion  Price is subject to  adjustment  from time to time
upon the occurrence of any of the events  specified in this  subsection (d). For
the purpose of this subsection (d), "Common Stock" means shares now or hereafter
authorized  of any class of common stock of the Maker and any other stock of the
Maker,  however  designated,  that has the right (subject to any prior rights of
any class or series of preferred  stock) to participate in any  distribution  of
the assets or earnings of the Maker without limit as to per share amount.

                  (i) In case  the  Maker  shall  (A) pay a  dividend  or make a
         distribution  in  shares  of  Common  Stock  or other  securities,  (B)
         subdivide its outstanding  shares of Common Stock into a greater number
         of shares,  (C) combine its  outstanding  shares of Common Stock into a
         smaller  number  of  shares,  or (D) issue by  reclassification  of its
         shares  of  Common  Stock  other  securities  of the  Maker,  then  the
         Conversion  Price in  effect  at the time of the  record  date for such
         dividend or of the effective date of such  subdivision,  combination or
         reclassification,  and/or the number and kind of securities issuable on
         such date, shall be proportionately adjusted so that the holder of this
         Note  thereafter  converted  shall be entitled to receive the aggregate
         number  and kind of shares of Common  Stock (or such  other  securities
         other  than  Common  Stock)  of the Maker  that,  if this Note had been
         converted  immediately  prior to such date, the holder would have owned
         upon such  exercise  and been  entitled  to  receive  by virtue of such
         dividend, subdivision, combination or reclassification. Such adjustment
         shall be made successively whenever any event listed above shall occur.

                  (ii) In the event that the Maker  shall fix a record  date for
         the making of a distribution to all holders of Common Stock  (including
         any such distribution made in connection with a consolidation or merger
         in which the Maker is the surviving  corporation) of cash, evidences of
         indebtedness  or  assets,  or  subscription  rights  or  warrants,  the
         Conversion  Price to be in  effect  after  such  record  date  shall be
         determined by multiplying  the Conversion  Price in effect  immediately
         prior to such record date by a fraction,  the  numerator of which shall
         be the current  market  price per share of Common  Stock on such record
         date,  less the amount of cash so to be  distributed or the fair market
         value (as  determined  in good  faith  by,  and  reflected  in a formal
         resolution  of, the Board of  Directors of the Maker) of the portion of
         the assets or evidences of  indebtedness  so to be  distributed,  or of
         such subscription rights or warrants, applicable to one share of Common
         Stock,  and the denominator of which shall be such current market price
         per share of Common Stock.  Such adjustment shall be made  successively
         whenever  such a record  date is  fixed;  and in the  event  that  such
         distribution  is not so  made,  the  Conversion  Price  shall  again be
         adjusted  to be the  Conversion  Price  that would then be in effect if
         such record date had not been fixed.

                  (iii) For the purpose of any  computation  under any paragraph
         of this  subsection (d), the "current market price" per share of Common
         Stock on any date shall be the per share  price of the Common  Stock on
         the trading day immediately  prior to the event requiring an adjustment



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<PAGE>

         hereunder  and shall be: (A) if the principal  trading  market for such
         securities is a national or regional securities  exchange,  the closing
         price on such  exchange on such day; or (B) if sales  prices for shares
         of Common Stock are reported by the NASDAQ National Market System (or a
         similar  system then in use), the last reported sales price so reported
         on such day; or (C) if neither (A) nor (B) above are applicable, and if
         bid and ask  prices  for  shares of Common  Stock are  reported  in the
         over-the-counter  market  by NASDAQ  (or,  if not so  reported,  by the
         National  Quotation  Bureau),  the  average of the high bid and low ask
         prices so reported on such day. Notwithstanding the foregoing, if there
         is no reported closing price, last reported sales price, or bid and ask
         prices,  as the case may be, for the day in question,  then the current
         market  price shall be  determined  as of the latest date prior to such
         day for which such closing price, last reported sales price, or bid and
         ask prices,  as the case may be, are available,  unless such securities
         have not been traded on an exchange or in the  over-the-counter  market
         for 30 or more days immediately prior to the day in question,  in which
         case the current market price shall be determined in good faith by, and
         reflected  in a formal  resolution  of, the Board of  Directors  of the
         Maker.

                  (iv) Notwithstanding any provision herein to the contrary,  no
         adjustment  in the  Conversion  Price  shall be  required  unless  such
         adjustment  would require an increase or decrease of at least 1% in the
         Conversion  Price;  provided,  however,  that any adjustments  which by
         reason of this  subsection  (v) are not  required  to be made  shall be
         carried  forward and taken into account in any  subsequent  adjustment.
         All calculations under this subsection (d) shall be made to the nearest
         cent or the nearest one-hundredth of a share, as the case may be.

                  (v)  In  the  event  that  at  any  time,  as a  result  of an
         adjustment made pursuant to subsection  (d)(i), the holder of this Note
         thereafter  converted  shall  become  entitled to receive any shares of
         capital  stock  of  the  Maker  other  than  shares  of  Common  Stock,
         thereafter  the  number  of  such  other  shares  so  receivable   upon
         conversion  of this Note shall be subject  to  adjustment  from time to
         time in a manner and on terms as nearly  equivalent as  practicable  to
         the provisions  with respect to the shares of Common Stock contained in
         this subsection (d), and the other  provisions of this Note shall apply
         on like terms to any such other shares.

                  (vi) If the Maker merges or consolidates  into or with another
         corporation or entity, or if another  corporation or entity merges into
         or with the  Maker  (excluding  such a merger in which the Maker is the
         surviving or  continuing  corporation  and which does not result in any
         reclassification,   conversion,   exchange,   or  cancellation  of  the
         outstanding  shares of Common Stock), or if all or substantially all of
         the assets or business of the Maker are sold or  transferred to another
         corporation,   entity,  or  person,   then,  as  a  condition  to  such
         consolidation,  merger, or sale (a "Transaction"),  lawful and adequate
         provision  shall be made whereby the holder of this Note shall have the
         right from and after the  Transaction  to receive,  upon  conversion of
         this Note and upon the terms and  conditions  specified  herein  and in
         lieu of the shares of the Common Stock that would have been issuable if
         this Note had been fully converted  immediately before the Transaction,
         such shares of stock,  securities,  or assets as such holder would have
         owned  immediately  after the  Transaction if such holder had converted
         this Note immediately before the effective date of the Transaction. The


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         Maker   shall  not  effect   any   Transaction   unless   prior  to  or
         simultaneously with the consummation thereof the successor corporation,
         entity,  or  person  (if  other  than  the  Maker)  resulting  from the
         Transaction  or  purchasing  assets or the business of the Maker in the
         Transaction  shall  assume by  written  instrument  the  obligation  to
         deliver to the holder of this Note such shares of stock, securities, or
         assets as, in accordance with the foregoing provisions, such holder may
         be entitled to receive.

                  (vii) In case any  event  shall  occur as to which  the  other
         provisions of this  subsection (d) are not strictly  applicable but the
         failure to make any adjustment  would not fairly protect the conversion
         rights  set  forth  in  this  subsection  (d) in  accordance  with  the
         essential  intent and principles  hereof,  then, in each such case, the
         Maker shall  effect such  adjustment,  on a basis  consistent  with the
         essential intent and principles  established in this subsection (d), as
         may be necessary to preserve,  without dilution,  the conversion rights
         represented hereby.

         (e) The Maker agrees at all times to reserve and hold  available out of
the aggregate of its authorized  but unissued  Common Stock the number of shares
of its Common Stock  issuable upon the full  conversion of this Note.  The Maker
further  covenants  and  agrees  that all  shares  of Common  Stock  that may be
delivered  upon the conversion of this Note will,  upon delivery,  be fully paid
and  nonassessable  and free  from all taxes and  mortgages,  pledges,  security
interests,  encumbrances,  liens or  charges  of any kind  with  respect  to the
issuance thereof hereunder.

         (f) Upon any adjustment of the Conversion  Price pursuant to subsection
(d) of Section 8, the Maker shall promptly  thereafter  cause to be given to the
holder of this Note written notice of such adjustment. Such notice shall include
the Conversion  Price after such  adjustment,  and shall set forth in reasonable
detail  the  Maker's  method  of  calculation  and the  facts  upon  which  such
calculations  were  based.  Where  appropriate,  such  notice  shall be given in
advance  and  included  as a part of any notice  required  to be given under the
other provisions of this subsection (f).

         In the  event of (i) any  fixing  by the  Maker of a record  date  with
respect to the holders of any class of  securities  of the Maker for the purpose
of  determining  which  of such  holders  are  entitled  to  dividends  or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property,  or to
receive any other right,  or (ii) any capital  reorganization  of the Maker,  or
reclassification  or  recapitalization  of the capital stock of the Maker or any
transfer of all or substantially  all of the assets or business of the Maker to,
or  consolidation  or  merger  of the Maker  with or into,  any other  entity or
person,  or (iii) any voluntary or involuntary  dissolution or winding up of the
Maker,  then and in each such event the Maker shall give the holder of this Note
a written  notice  specifying,  as the case may be, (A) the record  date for the
purpose of such  dividend,  distribution,  or right,  and stating the amount and
character of such dividend, distribution, or right, or (B) the date on which any
such    reorganization,     reclassification,     recapitalization,    transfer,
consolidation, merger, conveyance, dissolution, liquidation, or winding up is to
take  place and the  time,  if any is to be fixed,  as of which the  holders  of
record of Common Stock (or such other  capital  stock or  securities  receivable
upon the  conversion of this Note) shall be entitled to exchange their shares of
Common Stock (or such other stock  securities)  for securities or other property
deliverable  upon such event.  Any such  notice  shall be given at least 40 days
prior to the earliest date therein specified.



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<PAGE>

         (g) This Note does not entitle the holder  hereof to any voting  rights
or  other  rights  as a  shareholder  of the  Maker,  nor to  any  other  rights
whatsoever except the rights herein set forth.

         9. 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.

         10.  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.

         11. 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.



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<PAGE>

         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:

                  From Sept. 1-May 31     _______________________
                                          _______________________
                                          _______________________
                                          Attention: ____________
                                          Fax: (   ) ____________

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



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<PAGE>

         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.

         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











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