ex4-1.htm


    
      

    

    EXHIBIT
4.1

    


    THIS
NOTE AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
MEDICAL EXCHANGE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    
      	
              Principal
      Amount $_________

            	
              Issue
      Date: July __, 2008

            
	
              Purchase
      Price $__________

            	 
      


    

    


    NOTE

    


    FOR VALUE RECEIVED, THE IDO SECURITY
INC., a Nevada corporation (hereinafter called “Borrower”), hereby promises to
pay to _______________ (the “Holder”) or order, without demand, the sum of
______________ Dollars ($____________), with interest accruing thereon, on
January 14, 2009, if not retired sooner.

    


    ARTICLE
I

    GENERAL
PROVISIONS

    


    1.1           Default Interest
Rate.  Following the occurrence and during the continuance of
an Event of Default, which, if susceptible to cure is not cured within ten (10)
days, otherwise then from the first date of such occurrence, the annual interest
rate on this Note shall (subject to Section 3.7) be twenty-four percent (24%)
and calculated on a 365 day year.

    


    1.2           Payment
Grace Period.  The Borrower shall have a
five (5) day grace period to pay any monetary amounts due under this Note, after
which grace period a default interest rate of twenty-four percent (24%) per
annum.

    


    1.3           Maturity
Date.  The Maturity Date of this Note shall be the earlier of
(i) January 14, 2009; or (ii) the date the Borrower receives gross of proceeds
of at least $2,000,000 from a financing consummated on or after the issue date
(“New Financing”).  If the Borrower closes a New Financing this Note
shall be paid at the closing out of the proceeds of the New
Financing.

     

    ARTICLE
II

    EVENT
OF DEFAULT

    


    The
occurrence of any of the following events of default (“Event of Default”) shall,
at the option of the Holder hereof, make all sums of principal and interest then
remaining unpaid hereon and all other amounts payable hereunder immediately due
and payable, upon demand, without presentment, or grace period, all of which
hereby are expressly waived, except as set forth below:

    


    2.1           Failure to Pay Principal or
Interest.  The Borrower fails to pay any installment of
principal or other sum due under this Note when due and such failure continues
for a period of five (5) days after the due date.  The five (5) day
period described in this Section 2.1 is the same five (5) day period described
in Section 1.2 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2           Breach of
Covenant.  The Borrower breaches any material covenant or other
term or condition of this Note in any material respect and such breach, if
subject to cure, continues for a period of ten (10) business days.

    


    2.3           Breach of Representations
and Warranties.  Any material representation or warranty of the
Borrower made herein, or in any agreement, statement or certificate given in
writing pursuant hereto or in connection therewith shall be false or misleading
in any material respect as of the date made and the date hereof.

    


    2.4           Receiver or
Trustee.  The Borrower shall make an assignment for the benefit
of creditors, or apply for or consent to the appointment of a receiver or
trustee for it or for a substantial part of its property or business; or such a
receiver or trustee shall otherwise be appointed.

    


    2.5           Judgments.  Any
money judgment, writ or similar final process shall be entered or filed against
Borrower or any of its property or other assets for more than $500,000, and
shall remain unvacated, unbonded or unstayed for a period of forty-five (45)
days.

    


    2.6           Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Borrower and if instituted against Borrower are not dismissed within
45 days of initiation.

    


    2.7    Delisting.   Delisting
of the Common Stock from any Principal Market; failure to comply with the
requirements for continued listing on a Principal Market for a period of 15
consecutive trading days.

    


    2.8    Non-Payment.   A
default by the Borrower under any one or more obligations in an aggregate
monetary amount in excess of $200,000 for more than twenty days after the due
date, unless the Borrower is contesting the validity of such obligation in good
faith.

    


    2.9    Stop
Trade.  An SEC or judicial stop trade order or Principal Market
trading suspension that lasts for five or more consecutive trading
days.

    


    2.10   
  Cross
Default.  A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement which is not cured after any required notice and/or
cure period.

    


    ARTICLE
III

    MISCELLANEOUS

    


    3.1           Failure or Indulgence Not
Waiver.  No failure or delay on the part of Holder hereof in
the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.  All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.

     

    
      
        
        

      

      
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    3.2           Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be: (i) if to the Borrower to: IDO
Security Inc., 17 State Street, New York, NY 10004, with a copy by telecopier
only to: Aboudi & Brounstein, 3 Gavish St., Kfar Saba, Israel, Fax:
972-9-764-4834, and (ii) if to the Holder, to the name, address and telecopy
number set forth on the front page of this Note, with a copy by telecopier only
to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
10176, telecopier number: (212) 697-3575.

    


    3.3           Amendment
Provision.  The term “Note” and all reference thereto, as used
throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or
supplemented.

    


    3.4           Assignability.  This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and
assigns.

    


    3.5           Cost of
Collection.  If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys' fees.

    


    3.6           Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of New York.  Any action brought
by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York.  Both parties and the
individual signing this Agreement on behalf of the Borrower agree to submit to
the jurisdiction of such courts.  The prevailing party shall be
entitled to recover from the other party its reasonable attorney's fees and
costs.  This Note shall be
deemed an unconditional obligation of Borrower for the payment of money and,
without limitation to any other remedies of Holder, may be enforced against
Borrower by summary proceeding pursuant to New York Civil Procedure Law and
Rules Section 3213 or any similar rule or statute in the jurisdiction where
enforcement is sought.  For purposes of such rule or statute, any
other document or agreement to which Holder and Borrower are parties or which
Borrower delivered to Holder, which may be convenient or necessary to determine
Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part
of this Note, whether or not such other document or agreement was delivered
together herewith or was executed apart from this Note.

    


    3.7           Maximum
Payments.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law.  In the event that
the rate of interest required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall be
credited against amounts owed by the Borrower to the Holder and thus refunded to
the Borrower.

    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by an authorized officer as of the
____ day of July, 2008.

    


    
      	 
      	 	IDO
      SECURITY INC.	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	
              By:

            	
               

            	 
      
	 
      	 	
              Name:

            	 
      	 
      
	 
      	 	
              Title:

            	 
      	 
      
	 
      	 	 
      	 
      	 
      
	
              WITNESS:

            	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	
               

            	 	 
      	 
      	 
      


    

     

     

     

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