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Exhibit 10.28    
    


 
 

TO EARLY EXERCISE STOCK PURCHASE AGREEMENT
  
    RECOURSE PROMISSORY NOTE    
    



	$187,500.00	 	San Diego, California
	 	 	August 13, 2004





        FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to pay to the order of  CARDIONET, INC., a California corporation (the "Company"), at 1010
Second Avenue, San Diego, California 92101, or at such other place as the
holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of ONE HUNDRED AND EIGHT-SEVEN
THOUSAND FIVE HUNDRED AND NO/00 DOLLARS ($187,500.00) together with interest accrued from the date hereof on the unpaid principal at the rate of  4.00% per annum, or the maximum
rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to
permissible rates of interest on commercial loans), whichever is less, as follows: 



Principal Repayment.    The outstanding principal amount hereunder shall be subject to scheduled amortized repayments on the dates and in the
amounts listed below: 



	Principal Repayment Date
 
	 	Repayment Amount

	February 28, 2005	 	25% of principal amount
	February 28, 2006	 	25% of principal amount
	February 26, 2007	 	25% of principal amount
	February 28, 2008	 	25% of principal amount; and






Interest Payments.    Interest shall be compounded annually and shall be payable in arrears on each Principal Repayment Date set forth above; 




provided, however, that in the event that the undersigned's employment by or association with the Company or its Affiliate is terminated for any reason
prior to payment in full of this Note, this Note shall be accelerated and all remaining unpaid principal and interest shall become due and payable immediately after such termination. 



        If
the undersigned fails to pay any of the principal and accrued interest when due, the Company, at its sole option, shall have the right to accelerate this Note, in which event the
entire principal balance and all accrued interest shall become immediately due and payable, and immediately collectible by the Company pursuant to applicable law. 


        This
Note may be prepaid at any time without penalty. All money paid toward the satisfaction of this Note shall be applied first to the payment of interest as required hereunder and then
to the retirement of the principal. 


        This
Note is a full recourse promissory note. In addition, the full amount of this Note is secured by a pledge of shares of Common Stock of the Company, and is subject to all of the
terms and provisions of the Early Exercise Stock Purchase Agreement and Stock Pledge Agreement of even date herewith between the undersigned and the Company. In the event the Company engages in a
Strategic Event (as defined below), the obligation of the undersigned with respect to the principal amount of this Note shall be forgiven in its entirety by the Company effective as of immediately
prior to the consummation of such Strategic Event, and the undersigned shall have no further obligation to the Company with respect to such principal amount of this Note. For purposes of this
paragraph, a "Strategic Event" shall include either: (i) an initial public offering of securities of the Company registered under the Securities Act of 1933, as amended; or (ii) the
consolidation, merger or reorganization of the Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company into another state or any consolidation
or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization in which the 










shareholders
of the Company immediately prior to such consolidation, merger or reorganization own more than fifty percent (50%) of the voting power of the surviving entity immediately after such
consolidation, merger or reorganization), or the sale or other disposition of all or substantially all of the properties and assets of the Company to any other person. Notwithstanding the foregoing,
the undersigned shall be personally liable for all interest payments due under the Note and any interest paid shall be non-refundable. 


        The
undersigned hereby represents and agrees that the amounts due under this Note are not consumer debt, and are not incurred primarily for personal, family or household purposes, but
are for business and commercial purposes only. 


        The
undersigned hereby waives presentment, protest and notice of protest, demand for payment, notice of dishonor and all other notices or demands in connection with the delivery,
acceptance, performance, default or endorsement of this Note. 


        The
holder hereof shall be entitled to recover, and the undersigned agrees to pay when incurred, all costs and expenses of collection of this Note, including without limitation,
reasonable attorneys' fees. 


        This
Note shall be governed by, and construed, enforced and interpreted in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause
the application of laws of any other jurisdiction. 



	 	 	Signed	 	/s/  JAMES M. SWEENEY      
 JAMES M. SWEENEY










  



 
 

TO EARLY EXERCISE STOCK PURCHASE AGREEMENT
  
    STOCK PLEDGE AGREEMENT    
    



        THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made by JAMES M.
SWEENEY ("Pledgor"), in favor of CARDIONET, INC., a California corporation with its principal place of business at 1010 Second
Avenue, San Diego, CA 92101 ("Pledgee"). 


        WHEREAS, Pledgor has concurrently herewith executed that certain Promissory Note (the "Note") in favor of Pledgee in the amount of  ONE HUNDRED AND EIGHTY-SEVEN THOUSAND FIVE HUNDRED AND NO/00
DOLLARS ($187,500.00) in payment of the purchase price of TWO
HUNDRED AND FIFTY THOUSAND (250,000) shares of the Common Stock of Pledgee; and 


        WHEREAS, Pledgee is willing to accept the Note from Pledgor, but only upon the condition, among others, that Pledgor shall have executed
and delivered to Pledgee this Pledge Agreement and the Collateral (as defined below): 


        NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and intending to be legally bound, Pledgor hereby agrees as follows: 



        1.     As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by
acceleration or otherwise) of all indebtedness of Pledgor to Pledgee created under the Note (all such indebtedness being the "Liabilities"), together with, without limitation, the prompt payment of
all expenses, including, without limitation, reasonable attorneys' fees and legal expenses, incidental to the collection of the Liabilities and the enforcement or protection of Pledgee's lien in and
to the collateral pledged hereunder, Pledgor hereby pledges to Pledgee, and grants to Pledgee, a first priority security interest in all of the following (collectively, the "Pledged Collateral"): 



        (a)   TWO HUNDRED AND FIFTY THOUSAND (250,000) shares of Common Stock of
Pledgee represented by Certificates numbered                        (the "Pledged Shares"), and all dividends, cash, instruments,
and other property or proceeds from time to time received, receivable, or
otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; 


        (b)   all voting trust certificates held by Pledgor evidencing the right to vote any Pledged Shares subject to any voting
trust; and 


        (c)   all additional shares and voting trust certificates from time to time acquired by Pledgor in any manner (which additional
shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, cash, instruments, and other property or proceeds from time to
time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such shares. 




        The
term "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and Liabilities heretofore, now or hereafter made, incurred
or created, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness may
be or hereafter becomes unenforceable. 


        2.     At anytime, without notice, and at the expense of Pledgor, Pledgee in its name or in the name of its nominee or of Pledgor
may, but shall not be obligated to: (1) collect by legal proceedings or otherwise all dividends (except cash dividends other than liquidating dividends), interest, principal payments and other
sums now or hereafter payable upon or on account of said Pledged Collateral; (2) enter into any extension, reorganization, deposit, merger or consolidation agreement, or any agreement in any
wise relating to or affecting the Pledged Collateral, and in connection therewith may 


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deposit
or surrender control of such Pledged Collateral thereunder, accept other property in exchange for such Pledged Collateral and do and perform such acts and things as it may deem proper, and any
money or property received in exchange for such Pledged Collateral shall be applied to the indebtedness or thereafter held by it pursuant to the provisions hereof; (3) insure, process and
preserve the Pledged Collateral; (4) cause the Pledged Collateral to be transferred to its name or to the name of its nominee; (5) exercise as to such Pledged Collateral all the rights,
powers and remedies of an owner, except that so long as no default exists under the Note or hereunder Pledgor shall retain all voting rights as to the Pledged Shares. 


        3.     Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Pledged Collateral, and
upon the failure of Pledgor to do so, Pledgee at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. 



        4.     At the option of Pledgee and without necessity of demand or notice, all or any part of the indebtedness of Pledgor shall
immediately become due and payable irrespective of any agreed maturity, upon the happening of any of the following events: (1) failure to keep or perform any of the terms or provisions of this
Pledge Agreement; (2) failure to pay any installment of principal or interest on the Note when due; (3) the levy of any attachment, execution or other process against the Pledged
Collateral; or (4) the insolvency, commission of an act of bankruptcy, general assignment for the benefit of creditors, filing of any petition in bankruptcy or for relief under the provisions
of Title 11 of the United States Code of, by, or against Pledgor. 



        5.     In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, or upon the happening
of any of the events specified in the last preceding section, Pledgee may then, or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as
may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any
part of the Pledged Collateral in such order as Pledgee may elect, and any such sale may be made either at public or private sale at its place of business or elsewhere, or at any broker's board or
securities exchange, either for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the purchase price of the Pledged Collateral shall be
equal to the public market price then in effect, or, if at the time of sale no public market for the Pledged Collateral exists, then, in recognition of the fact that the sale of the Pledged Collateral
would have to be registered under the Securities Act of 1933 and that the expenses of such registration are commercially unreasonable for the type and amount of collateral pledged hereunder, Pledgee
and Pledgor hereby agree that such private sale shall be at a purchase price mutually agreed to by Pledgee and Pledgor or, if the parties cannot agree upon a purchase price, then at a purchase price
established by a majority of three independent appraisers knowledgeable of the value of such collateral, one named by Pledgor within ten (10) days after written request by the Pledgee to do so,
one named by Pledgee within such 10-day period, and the third named by the two appraisers so selected, with the appraisal to be rendered by such body within thirty (30) days of the
appointment of the third appraiser. The cost of such appraisal, including all appraiser's fees, shall be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser
of any or all Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements
and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any officer or agent of Pledgee may conduct any sale
hereunder. 


        6.     The Proceeds of the sale of any of the Pledged Collateral and all sums received or collected by Pledgee from or on account
of such Pledged Collateral shall be applied by Pledgee to the payment of expenses incurred or paid by Pledgee in connection with any sale, transfer or delivery of the Pledged Collateral, to the
payment of any other costs, charges, attorney's fees or expenses mentioned herein, 


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and
to the payment of the indebtedness or any part hereof, all in such order and manner as Pledgee in its discretion may determine. Pledgee shall then pay any balance to Pledgor. 


        7.     Upon the transfer of all or any part of the indebtedness Pledgee may transfer all or any part of the Pledged Collateral
and shall be fully discharged thereafter from all liability and responsibility with respect to such Pledged Collateral so transferred, and the transferee shall be vested with all the rights and powers
of Pledgee hereunder with respect to such Pledged Collateral so transferred; but with respect to any Pledged Collateral not so transferred Pledgee shall retain all rights and powers hereby given. 



        8.     Until all indebtedness shall have been paid in full the power of sale and all other rights, powers and remedies granted to
Pledgee hereunder shall continue to exist and may be exercised by Pledgee at any time and from time to time irrespective of the fact that the indebtedness or any part thereof may have become barred by
any statute of limitations, or that the personal liability of Pledgor may have ceased. 


        9.     Pledgee agrees that so long as no default exists under the Note or hereunder, the Pledged Shares shall, upon the request
of Pledgor, be released from pledge as the indebtedness is paid. Such releases shall be at the rate of one share for each Seventy-Five Cents
($0.75) of principal amount of indebtedness paid. Release from pledge, however, shall not result in release from the provisions of those certain Joint Escrow Instructions, if
any, of even date herewith among the parties to this Pledge Agreement and the Escrow Agent named therein. 


        10.   Pledge may at any time deliver the Pledged Collateral or any part thereof to Pledgor and the receipt of Pledgor shall be
a complete and full acquittance for the Pledged Collateral so delivered, and Pledgee shall thereafter be discharged from any liability or responsibility therefore. 



        11.   The rights, powers and remedies given to Pledgee by this Pledge Agreement shall be in addition to all rights, powers and
remedies given to Pledgee by virtue to any statute or rule of law. Any forbearance or failure or delay by Pledgee in exercising any right, power or remedy hereunder shall not be deemed to be a waiver
of such right; power or remedy, and any single or partial exercise of any right, power or remedy hereunder shall not preclude the further exercise thereof; and every right, power and remedy of Pledgee
shall continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing executed by Pledgee. 



        12.   If any provision of this Pledge Agreement is held to be unenforceable for any reason, it shall be adjusted, if possible,
rather than voided in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Pledge Agreement shall be deemed valid and enforceable to the full
extent possible. 


        13.   This Pledge Agreement shall be governed by, and construed in accordance with, the laws of the State of California as
applied to contracts made and performed entirely within the State of California by residents of such State. 



	Dated: August 13, 2004	 	PLEDGOR
	

 	
 	

/s/  JAMES M. SWEENEY      
 JAMES M. SWEENEY




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Exhibit 10.28


TO EARLY EXERCISE STOCK PURCHASE AGREEMENT RECOURSE PROMISSORY NOTE



TO EARLY EXERCISE STOCK PURCHASE AGREEMENT STOCK PLEDGE AGREEMENT