ex10-5.htm


    EXHIBIT
10.05

    


     

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

     

    INVO
BIOSCIENCE, INC.

     

    SHORT
TERM NOTE


    
    

     

    
      	$75,000.00   	
               Beverly,
      Massachusetts

            


    

                                                                                                                   

    March 5,
2009

     

    FOR VALUE
RECEIVED, the undersigned, INVO Bioscience, Inc. (“Maker”) a Nevada corporation
with its principal place of business at 100 Cummings Center, Suite 421E,
Beverly, Massachusetts promises to pay to Kathleen Karloff (“Holder”), of 109
Beacon Street, Boston, MA 02116 or at such other place as Holder shall have
designated to Maker in writing, a principal amount equal to Seventy-Five
Thousand Dollars ($75,000.00) (the “Principal Amount”) together with interest
thereon as set forth below.

     

    
      	
              1.  

            	
              Repayment.  Maker
      promises to pay the entire Principal Amount plus accrued and unpaid
      interest thereon, and all other sums and charges due Holder hereunder on
      May 20, 2009 (the “Maturity Date”).  The Maturity Date is
      subject to acceleration as set forth
below.

            


    

    


    
      	
              2.  

            	
              Interest.  This
      Note shall bear interest at the rate of five percent (5%) per annum from
      the date hereof.  All interest shall accrue and be paid with the
      Principal Amount on the Maturity
Date.

            


    

    


    
      	
              3.  

            	
              Application of
      Payments.  All payments shall be made in legal tender of
      the United States of America and shall be applied first to the payment of
      any sums or charges other than principal or interest due Holder; second,
      to the payment of accrued and unpaid interest on the unpaid Principal
      Amount; and third, the balance on account of the Principal
      Amount.

            


    

    


    
      	
              4.  

            	
              Payment of Charges and
      Expenses.  Maker agrees to pay the debt evidenced hereby,
      and, after default, to pay all reasonable costs, expenses and attorneys’
      fees incurred by the Holder in connection with any proceeding for
      collection of the debt evidenced hereby, or in any litigation or
      controversy arising from or connected with this Note.  The
      Maker’s obligation to pay such costs, expenses and attorneys’ fees of
      Holder after default in connection with the protecting, enforcing or
      realizing of the rights and remedies above described or otherwise set
      forth herein, shall exist whether or not proceedings are instituted or
      legal appearances made in any court of competent jurisdiction on behalf of
      the Holder.

            


    

    


    
      	
              5.  

            	
              Event of
      Default.  Upon the occurrence of any one or more of the
      following events Maker shall be in default hereunder and the entire
      indebtedness with accrued interest due thereon under this Note shall, at
      the option of Holder, accelerate and become immediately due and payable
      without demand or notice of any
kind:

            


    

    


    
      	
              a.  

            	
              Failure
      by Maker to pay (i) the outstanding Principal Amount of this Note,
      together with interest accrued thereon, at final maturity of this Note; or
      (ii) any other sums required to be paid by Maker hereunder;
    or

            


    

    


    
      	
              b.  

            	
              If
      (i) a petition is filed against Maker under any bankruptcy,
      reorganization, arrangement, composition, readjustment, liquidation,
      dissolution, or insolvency law, and is not dismissed within ninety (90)
      days after such filing; or (ii) Maker (x) files a petition in voluntary
      bankruptcy or seeks relief under any provision of any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or liquidation law of any jurisdiction, whether now or hereafter in
      effect, or consents to the filing of any petition against it under any
      such law, or (y) makes any general assignment for the benefit of creditors
      or admits in writing its inability to pay, or fails to pay, its debts
      generally as they become due, or consents to or otherwise suffers the
      appointment of a receiver, custodian, liquidator or trustee for itself, or
      of all or any part of its property.

            


    

     

    
      	
              6.  

            	
              Waiver of
      Rights.  Maker hereby waives presentment, demand, notice,
      protest, and all other demands and notices in connection with the
      delivery, acceptance, performance and enforcement of this Note, and
      assents to extensions of the time of payment of forbearance or other
      indulgence without notice.

            


    

    


    
      	
              7.  

            	
              Holder’s
      Rights.  Holder’s rights hereunder shall be cumulative
      and not exclusive and may be exercised at the sole discretion of Holder
      until this Note and all accrued and unpaid interest and other sums and
      charges due hereunder shall have been paid in full.  Further, no
      failure on the part of Holder to exercise any right or remedy hereunder,
      whether before or after the occurrence of any event of default hereunder,
      shall constitute a waiver hereof, and no waiver of any past default shall
      constitute waiver of any future default or of any other
      default.  No failure to accelerate the indebtedness evidenced
      hereby by reason of default hereunder, or waiver granted from time to time
      shall be construed to be a waiver of the right to insist upon prompt
      payment thereafter or a waiver of any right of acceleration or any other
      right, or be construed so as to preclude the exercise of any right which
      Holder may have, whether by the laws of the Commonwealth of Massachusetts,
      by agreement or otherwise; and Maker hereby expressly waives the benefit
      of any statute or rule of law or equity which would produce a result
      contrary to or in conflict with the
foregoing.

            


    

    


    
      	
              8.  

            	
              Prepayment.  Maker
      shall not have the right to prepay this
Note.

            


    

    


    
      	
              9.  

            	
              Binding
      Effect.  This Note shall bind the successors and assigns
      of Maker and shall inure to the benefit of Holder, his heirs,
      administrators, representatives, trustees, successors and
      assigns.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              10.  

            	
              Captions and Section
      Headings.  The captions and section headings used in this
      Note are for convenience only and shall not be used to interpret, modify
      or affect in any way the covenants and agreements herein
      contained.

            


    

    


    
      	
              11.  

            	
              Severability.  In
      the event that any one or more of the provisions of this Note shall for
      any reason be held to be invalid, illegal or unenforceable, in whole or in
      part, or in any respect, or in the event that any one or more of the
      provisions of this Note shall operate or would prospectively operate, to
      invalidate this Note, then the remaining provisions of this Note shall
      remain operative and in full force and effect, shall be valid, legal and
      enforceable and shall in no way be affected, prejudiced or disturbed
      thereby.

            


    

    


    
      	
              12.  

            	
              Governing
      Law.  This Note shall be governed by and construed in
      accordance with the laws of the Commonwealth of Massachusetts without
      reference to its conflict of laws
provisions.

            


    

     

    


     

    
      
        	 MAKER:  
       	INVO
      BIOSCIENCE, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Dr.
      Claude Ranoux	 
	 	 	Dr.
      Claude Ranoux	 
	 	 	Its
      President