Unassociated Document


    NOTE
      PURCHASE AGREEMENT

     

    THIS
      NOTE
      PURCHASE AGREEMENT (“Agreement”) is made as of March 31, 2006, by and among
Health
      Partnership Inc.,
      a
      Colorado corporation, (the “Company”), and Douglas J. Stukel (“Lender”).
      Capitalized terms not otherwise defined in this Agreement shall have the
      meanings ascribed to them in Section 1
      below.

     

    WHEREAS,
      Company is in need of additional financing to provide for certain obligations
      of
      Company, and Lender is willing to advance $300,000 to Company on the terms
      set
      forth below, contingent upon Company agreeing to pay back all monies advanced
      by
      Lender hereby on a priority basis prior to the repayment of any present or
      future indebtedness of Company, including but not limited to purchase money
      financing for the purchase of Capital Partners for Health & Fitness,
      Inc. and the prior $400,000 of bridge financing issued by Company to several
      lenders during the period of January through February of 2006 (all such other
      indebtedness being the “Other Indebtedness;” and

     

    WHEREAS,
      the Company has obtained the written consent of Gerard M. Jacobs in
      connection with the sale and issuance of the Note pursuant to that certain
      Note
      Purchase Agreement, dated October 31, 2005 by the Company and each lender named
      therein, a copy of which consent is attached hereto as Exhibit A.
      

     

    NOW,
      THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

     

    1.  Definitions.

     

    (a)  “Common
      Stock” shall mean the common stock, par value $.0001, of the
      Company.

     

    (b)  “Consideration”
      shall mean the amount of money paid by Lender pursuant to this Agreement, namely
      the sum of $300,000

     

    (c)  “Equity
      Securities” shall mean the Company’s Common Stock or Preferred Stock or any
      securities conferring the right to purchase the Company’s Preferred Stock or
      securities convertible into, or exchangeable for (with or without additional
      consideration), the Company’s Common Stock or Preferred Stock, except any
      security granted, issued and/or sold by the Company to any director, officer,
      employee or consultant of the Company in such capacity for the primary purpose
      of soliciting or retaining their services.

     

    (d)  “Knowledge”
      shall mean the actual knowledge of any officer of the Company.

     

    (e)  “Maturity
      Date” shall mean the earlier of July 31, 2006 or the day in which the Company
      breaks escrow (“Escrow Break Date”) with respect to the issuance of Common Stock
      pursuant to its February 13, 2006 Amended and Restated Confidential Private
      Placement Memorandum, or any substitute equity financing in lieu
      thereof.

     

    (f)  “Note”
      shall mean the unsecured promissory note issued to Lender pursuant to
Section 2.1
      below,
      the form of which is attached hereto as Exhibit B.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (g)  “Preferred
      Stock” shall mean the preferred stock, par value $0.10, of the
      Company.

     

    (h)  “Securities”
      shall have the meaning set forth in Section 5.2
      below.

     

    2.  Terms
      of the Note.

     

    2.1  Issuance
      of Note.
      In
      return for the Consideration paid by Lender, the Company shall sell and issue
      to
      Lender one unsecured Note in the principal amount of $300,000.

     

    3.  Closing.
      The
      closing (the “Closing”) of the purchase of the Note shall take place at the
      offices of the Company take place by facsimile on the date of this Agreement
      by
      circulation of counterpart copies of the relevant documents, to be followed
      by
      the delivery of originals thereafter.

     

    4.  Representations
      and Warranties of the Company.
      In
      connection with the transactions provided for herein, the Company hereby
      represents and warrants to the Lenders that:

     

    4.1  Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Colorado and has all requisite corporate power
      and authority to carry on its business as now conducted. The Company is duly
      qualified to transact business and is in good standing in each jurisdiction
      in
      which the failure to so qualify would have a material adverse effect on its
      business or properties.

     

    4.2  Authorization.
      All
      corporate action has been taken on the part of the Company, its officers,
      directors and stockholders necessary for the authorization, execution, delivery
      and performance, of this Agreement and the Note. Except as may be limited by
      applicable bankruptcy, insolvency, reorganization, or similar laws relating
      to
      or affecting the enforcement of creditors’ rights, the Company has taken all
      corporate action required to make all of the obligations of the Company
      reflected in the provisions of this Agreement and the Note the valid and
      enforceable obligations they purport to be.

     

    4.3  Compliance
      with Other Instruments.
      Neither
      the authorization, execution and delivery of this Agreement or the Note, nor
      the
      issuance and delivery of the Note, will constitute or result in a default or
      violation of any law or regulation applicable to the Company or any term or
      provision of the Company’s current Articles or Bylaws or any material agreement
      or instrument by which it is bound or to which its properties or assets are
      subject.

     

    4.4  Valid
      Issuance.
      The
      Note when issued, will be duly and validly issued, fully paid and nonassessable
      and, based in part upon the representations and warranties of the Lender in
      this
      Agreement, and will be issued in compliance with all applicable federal and
      state securities laws.

     

    4.5  No
      Violation.
      The
      Company is not in violation of any order of any court, arbitrator or
      governmental body, material laws, ordinances or governmental rules or
      regulations (domestic or foreign) to which it is subject, or with respect to
      any
      material loan agreement, debt instrument or contract with a supplier or customer
      of the Company or other agreement to which it is a party and has not failed
      to
      obtain or apply for any licenses, permits, franchises or other governmental
      authorizations necessary to the ownership of its property or to the conduct
      of
      its business.

     

    
      
         

      

      
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    4.6  No
      Litigation.
      There
      are no suits or proceedings pending or, to the Knowledge of the Company,
      threatened in any court or before any regulatory commission, board or other
      governmental administrative agency against or affecting the Company which if
      determined adversely to the Company could result in a material adverse effect
      on
      the Company’s business as presently conducted or its ability to perform its
      obligations hereunder or under the Note.

     

    4.7  Arms’
      Length Transactions.
      The
      transactions evidenced by this Agreement and the Note and the other documents
      and instruments delivered in connection herewith or therewith (a) are the result
      of arms’ length negotiations among the parties hereto, (b) are made on
      commercially reasonable terms, and (c) are undertaken by the Company without
      any
      intent to hinder, delay or defraud any entity to which the Company is or may
      become indebted.

     

    5.  Representations
      and Warranties of the Lender.
      In
      connection with the transactions provided for herein, Lender hereby represents
      and warrants to the Company that:

     

    5.1  Authorization.
      This
      Agreement constitutes Lender’s valid and legally binding obligation, enforceable
      in accordance with its terms, except as may be limited by (a) applicable
      bankruptcy, insolvency, reorganization, or similar laws relating to or affecting
      the enforcement of creditors’ rights, and (c) laws relating to the availability
      of specific performance, injunctive relief or other equitable remedies. Lender
      represents that the execution, delivery and performance of this Agreement has
      been duly authorized and approved by Lender.

     

    5.2  Purchase
      Entirely for Own Account.
      Lender
      acknowledges that this Agreement is made with Lender in reliance upon Lender’s
      representation to the Company that the Note (collectively, the “Securities”)
      will be acquired for investment for Lender’s own account, as principal and not
      as a nominee or agent, and not with a view to the resale or distribution of
      any
      part thereof, and that Lender has no present intention of selling, granting
      any
      participation in, or otherwise distributing the same. By executing this
      Agreement, Lender further represents that Lender does not have any contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      grant
      participations to such person or to any third person, with respect to the
      Securities.

     

    5.3  Disclosure
      of Information.
      Lender
      acknowledges that it has received all the information, documents and materials
      it considers necessary or appropriate for deciding whether to acquire the
      Securities. Lender confirms that he has made such further investigation of
      the
      Company as was deemed appropriate to evaluate the merits and risks of this
      investment. Lender further represents that it has had an opportunity to ask
      questions and receive answers from the Company regarding the terms and
      conditions of the offering of the Securities.

     

    5.4  Investment
      Experience.
      Lender
      is an investor in securities of companies in the development stage and
      acknowledges that he is able to fend for himself, can bear the economic risk
      of
      its investment and has such knowledge and experience in financial or business
      matters that he is capable of evaluating the merits and risks of the investment
      in the Securities.

     

    
      
         

      

      
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    5.5  Accredited
      Investor.
      Lender
      is an “accredited investor” within the meaning of Rule 501 of Regulation D of
      the Securities Act of 1933, as presently in effect (the “Securities
      Act”).

     

    5.6  Restricted
      Securities.
      Lender
      understands that the Securities are characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from
      the
      Company in a transaction not involving a public offering and that under such
      laws and applicable regulations such securities may not be resold except through
      a valid registration statement or pursuant to a valid exemption from the
      registration requirements under the Securities Act and applicable state
      securities laws. Lender represents that he is familiar with Rule 144 of the
      Securities Act, and understands the resale limitations imposed thereby and
      by
      the Securities Act and applicable state securities laws.

     

    5.7  Further
      Limitations on Disposition.
      Without
      in any way limiting the representations and warranties set forth above, Lender
      further agrees not to make any disposition of all or any portion of the
      Securities unless and until the transferee has agreed in writing for the benefit
      of the Company to be bound by this Section 5
      and:

     

    (a)  There
      is
      then in effect a registration statement under the Securities Act covering such
      proposed disposition and such disposition is made in accordance with such
      registration statement or the disposition is otherwise made in a manner which
      in
      the reasonable opinion of the Company or its counsel would not violate
      applicable securities laws; 

     

    (b)  (i)Lender
      has notified the Company of the proposed disposition and has furnished the
      Company with a detailed statement of the circumstances surrounding the proposed
      disposition; and (ii) if reasonably requested by the Company, Lender shall
      have
      furnished the Company with an opinion of counsel, reasonably satisfactory to
      the
      Company, that such disposition will not require registration of such shares
      under the Securities Act; or

     

    (c)  All
      transferees agree in writing to be subject to the terms hereof, and any other
      agreements to which such Securities may be subject, to the same extent as if
      they were the Lender hereunder.

     

    5.8  Legends.
      It is
      understood that the certificates evidencing the Securities, or any other
      securities issued in respect of the Securities upon any stock split, stock
      dividend, recapitalization, merger, consolidation or similar event, shall bear
      the legends required by applicable law as well as such agreements to which
      such
      Securities may be subject, including, without limitation, legends relating
      to
      restrictions on transfer under federal and state securities laws and legends
      required under applicable state securities laws, as well as the following
      legend: 

     

    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY
      NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
      EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED, (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
      THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR (C) AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
      (IF
      AVAILABLE), IN EACH OF CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE
      STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”

     

    
      
         

      

      
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    6.  Defaults
      and Remedies.

     

    6.1  Events
      of Default.
      The
      following events shall be considered Events of Default with respect to the
      Note:

     

    (a)  The
      Company shall default in the payment of any part of the principal or unpaid
      accrued interest on the Note when due; 

     

    (b)  The
      Company shall make an assignment for the benefit of creditors, or shall admit
      in
      writing its inability to pay its debts as they become due, or shall file a
      voluntary petition for bankruptcy, or shall file any petition or answer seeking
      for itself any reorganization, arrangement, composition, readjustment,
      dissolution or similar relief under any present or future statute, law or
      regulation, or shall file any answer admitting the material allegations of
      a
      petition filed against the Company in any such proceeding, or shall seek or
      consent to or acquiesce in the appointment of any trustee, receiver or
      liquidator of the Company, or of all or any substantial part of the properties
      of the Company, or the Company or its respective directors or majority
      stockholders shall take any action looking to the dissolution or liquidation
      of
      the Company; 

     

    (c)  Within
      sixty (60) days after the commencement of any proceeding against the Company
      seeking any bankruptcy reorganization, arrangement, composition, readjustment,
      liquidation, dissolution or similar relief under any present or future statute,
      law or regulation, such proceeding shall not have been dismissed, or within
      sixty (60) days after the appointment without the consent or acquiescence of
      the
      Company of any trustee, receiver or liquidator of the Company or of all or
      any
      substantial part of the properties of the Company, such appointment shall not
      have been vacated; or

     

    (d)  The
      Company shall fail to observe or perform any other obligation to be observed
      or
      performed by it under this Agreement or the Note within ten (10) days after
      written notice from the Lender to perform or observe the obligation, or any
      representation or warranty made by the Company hereunder or thereunder shall
      be
      false in any material respect as of the date made and such representation or
      warranty is not cured, if susceptible to cure, within ten (10) days after the
      Company’s Knowledge of such failure.

     

    (e) The
      Company shall make any payment with respect to the Other Indebtedness without
      Lender’s prior consent; the parties acknowledge and agree that as a material
      inducement to fund the loan evidenced by this Agreement, Lender is requiring
      the
      Company to pay all sums due with respect to the Note and thereafter, with
      respect to the $100,000 of funding from Lender (or an affiliate) and the $50,000
      of funding from David Beamish (subsequently purchased by Lender or an affiliate)
      pursuant to the most recent aggregate round of $400,000 of bridge financing
      ($400,000 Bridge Round), prior to the payment of any of the remaining Other
      Indebtedness of Company. The parties further agree that on the Escrow Break
      Date, the Company shall pay in full the remainder of the $400,000 Bridge Round
      debt off in full after satisfaction of the above obligations to
      Lender.

     

    
      
         

      

      
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    6.2  Remedies.
      Upon
      the occurrence of an Event of Default under Section 6.1
      hereof,
      at the option and upon the declaration of the holder of the Note, the entire
      unpaid principal and accrued and unpaid interest on the Note, and all other
      amounts owing under this Agreement shall, without presentment, demand, protest,
      or notice of any kind, all of which are hereby expressly waived, be forthwith
      due and payable, and such holder may, immediately and without expiration of
      any
      period of grace, enforce payment of all amounts due and owing under the Note
      and
      exercise any and all other remedies granted to Lender at law, in equity or
      otherwise; provided, however, that if any Event of Default occurs under
Sections 6.1(b)
      or 6.1(c),
      all
      unpaid principal and accrued and unpaid interest on such Note, and all other
      amounts owing under this Agreement, shall automatically become immediately
      due
      and payable.

     

    6.3  Additional
      Consideration.
      In the
      event the Note is not paid in full for any reason by the Maturity Date, Company
      agrees to issue to the holder of the Note 250,000 shares of its Common Stock
      as
      a nonpayment fee to the holder, which shares shall be held and subject to the
      restrictions on transfer set forth above.

     

    7.  Miscellaneous.

     

    7.1  Successors
      and Assigns.
      Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties, provided, however, that the Company may not assign
      its
      obligations under this Agreement without the written consent of the Lender
      (which shall not be unreasonably withheld), and Lender may not, without the
      written consent of the Company (which shall not be unreasonably withheld and
      which will be permitted to the extent of the assignment to the individual who
      provided the funds to Lender to enable him to make the loan called for
      hereunder), assign all or any portion of the Note to any person or entity.
      Nothing in this Agreement, express or implied, is intended to confer upon any
      party other than the parties hereto or their respective successors and assigns
      any rights, remedies, obligations or liabilities under or by reason of this
      Agreement, except as expressly provided in this Agreement.

     

    7.2  Governing
      Law.
      This
      Agreement and the Note shall be governed by and construed under the laws of
      the
      State of Illinois as applied to agreements among Illinois residents, made and
      to
      be performed entirely within the State of Illinois.

     

    7.3  Counterparts.
      This
      Agreement, and any of the other agreements, documents and instruments
      contemplated hereby, may be executed in two or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument. Delivery of an executed signature page to this Agreement,
      and any of the other Agreements, documents and instruments contemplated hereby,
      by facsimile transmission shall be effective as delivery of a manually signed
      counterpart hereof or thereof.

     

    7.4  Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    
      
         

      

      
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    7.5  Notices.
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed effectively given: (i) upon personal delivery to
      the
      party to be notified, (ii) when sent by confirmed electronic mail or facsimile
      if sent during normal business hours of the recipient, if not so confirmed,
      then
      on the next business day, (iii) five (5) days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid or
      (iv)
      one (1) day after deposit with a nationally recognized overnight courier,
      specifying next day delivery, with written verification of receipt. All
      communications shall be sent to the respective parties at the following
      addresses (or at such other addresses as shall be specified by notice given
      in
      accordance with this Section 7.5):

     

    
      	
              If
                to the Company:

            	
              Health
                Partnership Inc.

              3111
                N. Seminary, Suite 1N

              Chicago,
                IL 60657

              Attention: Lee
                Wiskowski; and 

               

              31
                N. Suffolk Lane

              Lake
                Forest, Il. 60045

              Attention:
                Gerard Jacobs

            
	
               

            	 
	
              If
                to Lender:

            	
              Douglas
                J. Stukel

              24750
                Manor Drive

              Shorewood,
                Illinois 60431

            


    

    


    7.6  Finder’s
      Fee.
      Each
      party represents that it neither is nor will be obligated for any finder’s fee
      or commission in connection with this transaction. Lender agrees to indemnify
      and to hold harmless the Company from any liability for any commission or
      compensation in the nature of a finder’s fee (and the costs and expenses of
      defending against such liability or asserted liability) for which Lender is
      responsible. The Company agrees to indemnify and hold harmless Lender from
      any
      liability for any commission or compensation in the nature of a finder’s fee
      (and the costs and expenses of defending against such liability or asserted
      liability) for which the Company or any of its officers, employees or
      representatives is responsible.

     

    7.7  Expenses.
      If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
      which
      such party may be entitled. The Company shall pay all costs and expenses that
      it
      incurs with respect to the negotiation, execution, delivery and performance
      of
      this Agreement.

     

    7.8  Entire
      Agreement; Amendments and Waivers.
      This
      Agreement and the Note and the other documents delivered pursuant hereto
      constitute the full and entire understanding and agreement between the parties
      with regard to the subjects hereof and thereof. Nonetheless, any term of this
      Agreement or the Note may be amended and the observance of any term of this
      Agreement or the Note may be waived (either generally or in a particular
      instance and either retroactively or prospectively), with the written consent
      of
      the Company and the Lender. Any waiver or amendment effected in accordance
      with
      this Section 7.8
      shall be
      binding upon each party to this Agreement and any holder of the Note purchased
      under this Agreement at the time outstanding and each future holder of the
      Note.

     

    
      
         

      

      
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    7.9  Effect
      of Amendment or Waiver.
      Lender
      acknowledges that by the operation of Section 7.8
      hereof,
      the Lender will have the right and power to diminish or eliminate all of his
      rights under this Agreement and the Note issued to Lender.

     

    7.10  Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     

    7.11  Exculpation
      by Lender.
      Lender
      acknowledges that he is not relying upon any person, firm, corporation or
      stockholder, other than the Company and its officers and directors in their
      capacities as such, in making its investment or decision to invest in the
      Company. 

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	 	 	
              Health
                Partnership Inc.

            
	 	 	 
	 	 	 
	 	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	 	
              LENDER:

            	 
	 	 	 	
              Douglas
                J. Stukel

            
	 	 	 
	 	 	
              Amount:

            	
              $

            	
              300,000.00

            
	 	 	 
	 	 	
              Address:

            	
              24750
                Manor Drive

              Shorewood,
                Illinois 60431

            
	 	 	 	 
	 	 	 


    

     


    
      
        
          


        

         

      

      
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    EXHIBIT
      A

     

    CONSENT

     

    The
      undersigned acknowledges and agrees as follows:

     

    1. Health
      Partnership Inc. (the “Company”) proposes to sell and issue one unsecured
      promissory note in the aggregate amount of $300,000 to Douglas Stukel (or an
      affiliate of his) to provide consideration to the Company on terms and
      conditions which have been fully disclosed to the undersigned (the “Contemplated
      Transaction”).

     

    2. Pursuant
      to Section 7.13 of that certain Note Purchase Agreement dated October 31,
      2005 by the Company and the lenders named on the Schedule of Lenders attached
      thereto (the “Note Purchase Agreement”), until the later of the Maturity Date or
      repayment of the Note (each as defined in the Note Purchase Agreement), the
      Company shall not take any action regarding, among others, the issuance of
      debt
      of more than $100,000 or Equity Securities (as defined in the Note Purchase
      Agreement) in any amount, without the express written consent of Gerard M.
      Jacobs, or, in the event of his death or incapacity, the trustee of the Roberti
      Jacobs Family Trust u/a/d 11-11-99.

     

    3. The
      undersigned hereby consents to the Contemplated Transaction upon the terms
      stated herein and all such further agreements, instruments, certificates,
      documents and other amendments related thereto or deemed necessary by the
      Company in order to carry out the Contemplated Transaction.

     

    4. This
      Consent is binding upon the successors and assigns of the
      undersigned.

     

    5. This
      Consent is governed by and construed in accordance with the laws of the State
      of
      Illinois, without regard to choice or conflict of laws principles.

     

    


    
      	
              Date:

            	 	 	 
	 	 	
              Gerard
                M. Jacobs

            


    

    


    


     

    



    
      
        
          A-1

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      B

     

    FORM
      OF PROMISSORY NOTE

     

    THIS
      PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE ”SECURITIES ACT”), OR REGISTERED UNDER ANY STATE SECURITIES LAWS.
      THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE
      TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, (B) AN OPINION OF COUNSEL SATISFACTORY
      TO
      THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR
      (C)
      AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER (IF AVAILABLE), IN EACH OF CASES (A) THROUGH (C) IN ACCORDANCE WITH
      ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    PROMISSORY
      NOTE

     

    
      	
              No.

            	
              March-1

            	 	
              Date
                of Issuance:

            	
              March
                31, 2006, 2006

            
	 
	
              $

            	
              300,000.00

            	 	 	 


    

    


    FOR
      VALUE
      RECEIVED, Health Partnership Inc., a Colorado corporation (the “Company”),
      hereby promises to pay to the order of Douglas J. Stukel (the “Lender”), the
      principal sum of Three Hundred Thousand Dollars ($300,000.00), together with
      interest thereon from the date of this Promissory Note (the “Promissory Note”).
      Interest shall accrue at a rate of ten percent (10%) per annum. The principal
      amount and all accrued and unpaid interest shall be due and payable by the
      Company on the earlier of July 31, 2006 or the day upon which the Company breaks
      escrow with respect to the sale of its Common Stock pursuant to its February
      13,
      2006 Confidential Private Placement Memorandum or any substitute financing
      therefore (the “Maturity Date”).

     

    This
      Promissory Note is issued pursuant to that certain Note Purchase Agreement
      dated
      as of March 31, 2006, by and among the Company, the Lender, as amended, modified
      or supplemented from time to time (the “Purchase Agreement”), and capitalized
      terms not defined herein shall have the meaning set forth in the Purchase
      Agreement.

     

    1. Payment.
      All
      payments shall be made in lawful money of the United States of America at the
      principal office of the Company, or at such other place as the Lender may from
      time to time designate in writing to the Company. Payment shall be credited
      first to Costs (as defined below), if any, then to accrued interest due and
      payable and any remainder applied to principal. Prepayment of principal may
      be
      made at any time. In connection with the delivery, acceptance, performance
      or
      enforcement of this Promissory Note, the Company hereby waives demand, notice,
      presentment, protest, notice of dishonor and other notice of any kind, and
      asserts to extensions of the time of payment, release, surrender or substitution
      of security, or forbearance or other indulgence, without notice. The Company
      agrees to pay all amounts under this Promissory Note without offset, deduction,
      claim, counterclaim, defense or recoupment, all of which are hereby waived.
      All
      payments made under this Promissory Note shall be made in priority to any
      payments with respect to any of the Other Indebtedness.

     

    
      
         

      

      
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    2. Event
      of Default Interest.
      Upon
      the occurrence of an Event of Default pursuant to the Purchase Agreement, and
      continuing until such time as such Event of Default is cured, interest shall
      be
      due and payable on the whole of the unpaid principal balance at an annual rate
      of twenty percent (20%) per annum, compounded annually, or the maximum legally
      permitted rate, whichever is less. In addition, the Lender shall be entitled
      to
      a fee as set forth in Section 6.3 of the Purchase Agreement should the Note
      not be paid in full by the Maturity Date.

     

    3. Amendments
      and Waivers; Resolutions of Dispute; Notice.
      The
      amendment or waiver of any term of this Promissory Note, the resolution of
      any
      controversy or claim arising out of or relating to this Promissory Note and
      the
      provision of notice shall be conducted pursuant to the terms of the Purchase
      Agreement.

     

    4. Successors
      and Assigns.
      This
      Promissory Note applies to, inures to the benefit of, and binds the successors
      and assigns of the parties hereto; provided, however, that the Company may
      not
      assign its obligations under this Promissory Note without the written consent
      of
      the Lender may not, and Lender may not without the written consent of the
      Company (which shall not be unreasonably withheld, and which shall be consented
      to in the event of assignment of this Note to the individual who provided Lender
      the funds to enable Lender to fund the Note), assign all or any portion of
      this
      Promissory Note. Any transfer of this Promissory Note may be effected only
      pursuant to the Purchase Agreement and by surrender of this Promissory Note
      to
      the Company and reissuance of a new note to the transferee. The Lender and
      any
      subsequent holder of this Promissory Note receives this Promissory Note subject
      to the foregoing terms and conditions, and agrees to comply with the foregoing
      terms and conditions for the benefit of the Company.

     

    5. Officers
      and Directors not Liable.
      In no
      event shall any officer or director of the Company be liable for any amounts
      due
      and payable pursuant to this Promissory Note.

     

    6. Expenses.
      The
      Company hereby agrees, subject only to any limitation imposed by applicable
      law,
      to pay all expenses, including reasonable attorneys’ fees and legal expenses,
      incurred by the Lender (“Costs”) in endeavoring to collect any amounts payable
      hereunder which are not paid when due, whether by declaration or otherwise.
      The
      Company agrees that any delay on the part of the Lender in exercising any rights
      hereunder will not operate as a waiver of such rights. The Lender of this
      Promissory Note shall not by any act, delay, omission or otherwise be deemed
      to
      have waived any of its rights or remedies, and no waiver of any kind shall
      be
      valid unless in writing and signed by the party or parties waiving such rights
      or remedies.

     

    7. Governing
      Law.
      This
      Promissory Note shall be governed by and construed under the laws of the State
      of Illinois

     

    8. Approval.
      The
      Company hereby represents that its board of directors, in the exercise of its
      fiduciary duty, has approved the Company’s execution of this Promissory Note
      based upon a reasonable belief that the principal provided hereunder is
      appropriate for the Company after reasonable inquiry concerning the Company’s
      financing objectives and financial situation. 

     

    
      	 	 	
              Health
                Partnership Inc.

            
	 	 	 
	 	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

     

     

    
      
         

      

      
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