SECURED
PROMISSORY NOTE
 
 $50,000        Gladwine, Pennsylvania
 as of February 10, 2005
 
 FOR VALUE
RECEIVED, eRXSYS, Inc., a Nevada corporation with an address at 18662 MacArthur
Blvd., Suite #200-15, Irvine, California 92612 ("Borrower"), hereby promises to
pay to the order of Steven Rosner (the "Lender") with an address at 1220
Mirabeau Lane, Gladwine, Pennsylvania,19035 ON DEMAND, the principal sum of
FIFTY THOUSAND DOLLARS ($50,000), or such lesser amount as shall equal the
aggregate unpaid principal amount of the loans made by Lender to Borrower under
this note ("Note"), on the earlier to occur of (i) May 8, 2005, or (ii) the date
that Borrower consummates its pending accounts receivable factoring arrangement
with Janus Finance Corporation, LLC or another similar lender (“JFC”) for its
working capital needs.
 
 The
amount the loan made by Lender to Borrower under this Note, the date each such
loan is made, and the amount of payment or prepayment made by Borrower on
account of such loans shall be endorsed by Lender on its books, and, prior to
any transfer of this Note, endorsed by Lender on the schedule attached hereto or
any continuation thereof. Such endorsements shall be final and conclusive absent
manifest error. Any failure by the Lender to so endorse any such loan shall in
no way mitigate or discharge the obligation of Lender to repay any loans
actually made.
 
 **Interest
Rate:**  The
outstanding principal amount of this Note shall bear interest at a rate of three
percent (3%) per annum.
 
 **Fees** .  In
consideration of the acceptance of this Note, the Borrower agrees to pay to
Lender an administrative fee of FIVE HUNDRED DOLLARS ($500). The foregoing fee
is due and payable at the funding of the Note.
 
 **Security.**  As
security for his obligations hereunder, Borrower hereby assigns, transfers and
pledges to Lender, and grants Lender a security interest in all assets tangible
and intangible assets of the Borrower, except drug inventory.
 
 **Payments.**  All
payments due pursuant to this Note shall be made by check to Lender at its
address set forth above, or in immediately available funds by wire transfer to
Lender's account at such bank as Lender shall have previously designated to
Borrower.
 
 **Document
Deliveries.**  The
Borrower has provided to Lender (a) a true and complete copy of current drafts
of financing documents with JFC and (b) a true and complete copy of a board
resolution approving the execution and performance of this Note and the JFC
transactions.
 
 **No
Defaults.**  No action
or proceeding now pending or, to the knowledge of Borrower, is threatened
against Borrower in equity or otherwise, before any court, board, commission,
agency or instrumentality of the Federal or any State government of any municipal
government or any
 
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 agency or
subdivision thereof including, without limitation, bankruptcy, receivership,
mechanic or other liens or personal tort or contractual liability.
 
 **Covenants.**  Borrower
warrants and covenants that, so long as Borrower shall have any obligation to
Lender hereunder, Borrower will (a) not default in the payment of this Note or
any other material debt; (b) not incur any debt, obligation or liability, other
than for ordinary living expenses, which puts payment of this Term Loan at risk,
without prior written consent from the Lender.
 
 **Events
of Default.**  If any of
the following events shall occur and be continuing: (a) failure of Borrower to
pay any installment of interest or principal on the Term Loan on the date the
same is due and such failure is not remedied within five (5) days of the date
same is due; or (b) any representation or warranty made by Borrower in this
Agreement or in any certificate, agreement instrument or statement contemplated
by or made or delivered pursuant to or in connection with this Agreement shall
prove to have been incorrect or untrue in any material respect when made or on
and as of any date on which Borrower has any obligation to Lender hereunder; or
(c) Borrower shall fail to observe or perform any other term, covenant or
agreement contained in this Agreement on its part to be performed or observed;
or (d) Borrower shall be adjudicated a bankrupt or become insolvent, or admit in
writing its inability to pay debts as they mature, or make the assignment for
the benefit of creditors or similar proceedings, then, and in any such event and
while such event is continuing, Lender may declare any of all obligations of
Borrower to Lender, including obligations arising under the Promissory Note,
immediately due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived.
 
 
 **Indemnification.**  Borrower
hereby agrees to indemnify, defend and hold Lender harmless from and against any
and all claims, charges, actions, suits, proceedings, lawsuits, obligations,
liabilities, fines, penalties, costs and expenses, including, but not limited to
reasonable attorney’s fees, in connection with the collection or recovery of any
obligation hereunder, unless the foregoing is the result of a Lender material
breach of this Agreement, gross negligence or willful misconduct. The
obligations and provisions of this paragraph shall continue and remain in full
force and effect after the obligation of Borrower under this Agreement have been
paid and discharged in full and this Agreement is otherwise
terminated.
 
 **Business
Days.**  Whenever
any payment to be made hereunder shall be due on a Saturday, Sunday or public
holiday under the laws of the State of Pennsylvania, such payment may be made on
the next succeeding business day.
 
 **Waivers.**  Borrower
hereby waives presentment, demand for payment, notice of dishonor, protest and
notice of protest of this Note. No waiver of any provision of this Note, or any
agreement or instrument evidencing or providing security for this Note, made by
agreement of Lender and any other person or party, shall constitute a waiver of
any other terms hereof, or otherwise release or discharge the liability of
Borrower under this Note. No failure to exercise and no delay in exercising, on
the part of Lender, any right, power or privilege under this Note shall operate
as a waiver thereof nor shall simple or partial exercise of any right, power or
privilege preclude any other or further exercise thereof, or the exercise of any
other power, right
 
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 or
privilege. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies provided by law.
 
 **Partial
Unenforceability.**  Any
provision of this Note that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
 
 **Choice
of Laws.**  This Note
is governed by and to be construed in accordance with the laws of the State of
Pennsylvania without regard to its doctrine of conflict of laws. Borrower, by
its execution hereof, (i) agrees that any legal suit, action or proceeding
arising from or related to this Note may be instituted in a state or federal
court located in the State of Pennsylvania; (ii) waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action or
proceeding; and (iii) irrevocably submits to the jurisdiction of any such court
in any such suit, action or proceeding.
 
 **No
Jury Trial.**  IN ANY
ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, EACH OF
LENDER AND BORROWER WAIVES TRIAL BY JURY.
 
 **Complete
Agreement.**  This
Note, and any other agreements to which they refer constitute agreement between
the parties with respect to the subject matter, and may not be changed,
modified, amended or terminated orally, but only by a writing signed by the
party to be charged.
 
 **Assignment.**  Lender
may assign any of all of its rights hereunder in whole or in part.
 
 **Notices.**  Whenever
this Agreement provides for notice to any party, it shall be given by messenger,
telegram, or mail (registered or certified, return receipt requested), effective
when received by the party to whom addressed, and shall be addressed as follows
or to such other address as the party affected may hereafter designate by notice
given as provided herein.
 
 ERXSYS,
Inc.
 
 
 
 By:      /s/ Robert DelVecchio
 Name:  
Robert DelVecchio
 Title:    
President
 
 By:     /s/ Steven B. Rosner
 Steven Rosner
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