EXHIBIT
      10.6

    

     

    REVOLVING
      DEMAND NOTE

     

    November
      5, 2007

     

     

    $500,000.00

     

    For
      value
      received, the undersigned PREMIER
      ONCOLOGY MANAGEMENT OF NASSAU, LLC, a New York limited liability
      company,
      with an
      address of 1
      Lethbridge Plaza, Route 17 North, Suite 20, Mahwah, New Jersey,
      07430
      (the
      "Borrower"), promises to pay to the order of Manufacturers and Traders Trust
      Company,
      a New
      York banking corporation with an address of One M&T Plaza (Attn: Office of
      General Counsel), Buffalo, New York 14203
      (together with its successors and assigns, the "Bank"),
      ON
      DEMAND,
      the
      principal amount of Five
      Hundred Thousand Dollars and Zero Cents
      ($500,000.00)
      or, if
      less, such amount as may be the aggregate unpaid principal amount of all loans
      or advances made by the Bank to the Borrower pursuant hereto,
      together with interest from the date hereof on the unpaid principal balance
      from
      time to time outstanding until paid in full

     

    Reference
      is hereby made to a certain loan agreement dated on or about the date hereof,
      as
      amended, between the Borrower and the Bank for additional terms and conditions
      applicable to this Note.

    


    As
      used
      in this Note, each capitalized term shall have the meaning specified in the
      Note
      or as it appears in initial capitalization. Additionally, the following terms
      shall have the indicated meanings:

    


    "Adjustment
      Date", when applicable, means the first day of the applicable Interest Period
      (or if such date is not a Business Day, the immediately preceding Business
      Day).

     

    "Applicable
      Rate" means either the LIBOR Rate or the Base Rate, as the case may
      be.

    


    "Base
      Rate" means One
      (1.00)
      percentage points above the rate of interest announced by the Bank as its prime
      rate of interest.

    


    "Business
      Day" means any day of the year on which banking institutions in New York, New
      York are not authorized or required by law or other governmental action to
      close, except
      to
      the extent used in the context of defining LIBOR herein, in which case it means
      any day of the year
      on which
      dealings are carried on in the London Interbank Eurodollar Market.

    


    "Continuation
      Date" means the last day of each Interest Period.

    


    "Interest
      Period" means the period commencing on the date of this Note or any Continuation
      Date, as applicable and
      ending on the following day; provided that if an Interest Period is to end
      on a
      day that is not a Business Day, such Interest Period shall be extended so as
      to
      end on the next succeeding Business Day.

    


    "LIBOR"
      means the
      rate
      per annum (rounded upward, if necessary, to the nearest 1/16th of 1%) obtained
      by dividing (i) the one-day (or multiple day, as applicable, in contemplation
      of
      succeeding non-Business Days) interest period London Interbank Offered Rate,
      as
      fixed by the British Bankers Association for United States dollar deposits
      in
      the London Interbank Eurodollar Market at approximately 11:00 a.m. London,
      England time (or as soon thereafter as practicable) each day (or, if such day
      is
      a non-Business Day, as fixed in the same manner on the immediately preceding
      Business Day, which day’s rate shall apply to the immediately succeeding
      non-Business Days), as determined by the Bank from any broker, quoting service
      or other commonly available source utilized by the Bank, by (ii) a percentage
      equal to 100% minus the stated maximum rate of all reserves required to be
      maintained against "Eurocurrency Liabilities" as specified in Regulation D
      (or
      against any other category of liabilities, which includes deposits by reference
      to which the interest rate on LIBOR-based loans is determined, or any category
      of extensions of credit or other assets, which includes loans by a non-United
      States' office of a Bank to United States’ residents) on such date to any member
      Bank of the Federal Reserve System. Notwithstanding any provision above, the
      practice of rounding to determine LIBOR may be discontinued at any time in
      the
      Bank's sole discretion.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    "LIBOR
      Rate" means Two and One-Half (2.50) percentage points above LIBOR.

    


    "Payment
      Due Date", when applicable, means the same day of the calendar month as the
      date
      of this Note (or if there is no numerically corresponding day in a month, on
      the
      last day of such month); provided, however, if that day is not a Business Day,
      the Payment Due Date shall be extended to the next succeeding Business Day
      unless such next succeeding Business Day would fall in the next calendar month,
      in which case such Payment Due Date shall end on be the immediately preceding
      Business Day.

     

    Principal
      and interest shall be payable at the Bank's main office or at such other place
      as the Bank may designate in writing in immediately available funds in lawful
      money of the United States of America without set-off, deduction or
      counterclaim.
      Interest
      shall be calculated on the basis of actual number of days elapsed in a 360-day
      year.

     

    To
      the
      extent the LIBOR Rate is the Applicable Rate, interest shall accrue on the
      outstanding principal balance from and including the first day of each Interest
      Period until, but not including, the last day of such Interest Period (or the
      day the outstanding principal balance is paid in full, if sooner), at a rate
      per
      annum equal to the LIBOR Rate determined and in effect on the applicable
      Adjustment Date. If and to the extent the Base Rate is the Applicable Rate,
      interest shall accrue on the outstanding principal balance from and including
      the first date the Base Rate is the Applicable Rate to but not including, the
      day such outstanding principal balance is paid in full or the Applicable Rate
      is
      converted to the LIBOR Rate, at the rate per annum equal to the Base Rate.
      Any
      change in the Base Rate resulting from a change in the Bank's Prime Rate shall
      be effective on the date of such change.

    


    The
      Borrower shall pay all accrued and unpaid interest, in amounts which may vary,
      as follows: (i) if the LIBOR Rate is the Applicable Rate, on the last day of
      each Interest Period (except, however, if the Interest Period duration is less
      than one month, in which case such interest payments shall be made monthly
      on
      the Payment Due Date for each month, or as otherwise invoiced by the Bank),
      (ii)
      if the Base Rate is the Applicable Rate, on the Payment Due Date for each month,
      and (iii) on demand.

     

    Subject
      to the terms of this paragraph, upon the expiration of the first Interest Period
      and each Interest Period thereafter, the LIBOR Rate will be automatically
      continued on the Continuation Date for an additional Interest Period of the
      same
      duration. Unless the Bank shall otherwise consent in writing, if (i) the
      Borrower has failed to pay when due, in whole or in part, the indebtedness
      under
      the Note (whether upon maturity, acceleration or otherwise), or (ii) there
      exists a condition or event which with the passage of time, the giving of notice
      or both shall constitute an
      event
      of default under any agreement with the Bank,
      the
      Bank, in its sole discretion, may (i) permit the LIBOR Rate to continue until
      the last day of the applicable Interest Period at which time the Applicable
      Rate
      shall automatically be converted to the Base Rate or (ii) convert the LIBOR
      Rate
      to the Base Rate before the end of the applicable Interest Period.
      Notwithstanding the foregoing, upon the occurrence of such
      an
      event of default,
      the
      Applicable Rate shall be automatically converted to the Base Rate without
      further action by the Bank and Borrower shall have no right to have the
      Applicable Rate converted from the Base Rate to the LIBOR Rate. Nothing herein
      shall be construed to be a waiver by the Bank to have the outstanding principal
      balance accrue interest at the default rate or the right of the Bank to any
      prepayment premium set forth in this Note, if any.

    


    If
      the
      Bank shall determine that, due to either (a) the introduction of any change
      (other than any change by way of imposition of or increase in reserve
      requirements included in the calculation of LIBOR) in or in the interpretation
      of any requirement of law or (b) the compliance with any guideline or request
      from any central Bank or other governmental authority (whether or not having
      the
      force of law), there shall be any increase in the cost to the Bank of agreeing
      to make or making, funding or maintaining any loans based on LIBOR, then
      Borrower shall be liable for, and shall from time to time, upon demand therefor
      by the Bank and pay to the Bank such additional amounts as are sufficient to
      compensate the Bank for such increased costs. If the Bank shall determine that
      for any reason adequate and reasonable means do not exist for ascertaining
      LIBOR
      for any Interest Period, the Bank will give notice of such determination to
      the
      Borrower. Thereafter, the Bank may not maintain the loan hereunder at the LIBOR
      Rate until the Bank revokes such notice in writing and, until such revocation,
      the Bank may convert the Applicable Rate from the LIBOR Rate to the Base
      Rate.

    


    If
      the
      Bank shall determine that the introduction of any law (statutory or common),
      treaty, rule, regulation, guideline or determination of an arbitrator or of
      a
      governmental authority or in the interpretation or administration thereof,
      has
      made it unlawful, or that any central Bank or other governmental authority
      has
      asserted that it is unlawful for the Bank to make loans based on LIBOR then,
      on
      notice thereof by the Bank to the Borrower, the Bank may suspend the maintaining
      of the loan hereunder at the LIBOR Rate until the Bank shall have notified
      the
      Borrower that the circumstances giving rise to such determination shall no
      longer exist. If the Bank shall determine that it is unlawful to maintain the
      loan hereunder based on LIBOR, the Bank may convert the Applicable Rate from
      the
      LIBOR Rate to the Base Rate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Note
      is a revolving note and, subject to the foregoing and in accordance with the
      provisions hereof and of any and all other agreements between the Borrower
      and
      the Bank related hereto, the Borrower may, at its option, borrow, pay, prepay
      (without premium) and reborrow hereunder at any time prior to demand for payment
      hereunder or such earlier date as the obligations of the Borrower to the Bank
      under this Note, and any other agreements between the Bank and the Borrower
      related hereto, shall become due and payable,
      or the
      obligation of the Bank to extend financial accommodations to the Borrower shall
      terminate;
      provided, however, that in any event the principal balance outstanding hereunder
      shall at no time exceed the face amount of this Note.
      This
      Note shall continue in full force and effect until all obligations and
      liabilities evidenced by this Note are paid in full
      and the
      Bank is no longer obligated to extend financial accommodations to the
      Borrower,
      even
      if, from time to time, there are no amounts outstanding respecting this
      Note.

    


    Any
      payments received by the Bank on account of this Note shall, at the Bank's
      option, be applied first, to any costs, expenses or charges then owed to the
      Bank by the Borrower; second, to accrued and unpaid interest; third, to the
      unpaid principal balance hereof; and the balance to escrows, if any.
      Notwithstanding the foregoing, any payments received after demand for payment
      shall be applied in such manner as the Bank may determine.
      The
      Borrower hereby authorizes the Bank to charge any deposit account which the
      Borrower may maintain with the Bank for any payment required hereunder without
      prior notice to the Borrower.

    


    If
      pursuant to the terms of this Note, the Borrower is at any time obligated to
      pay
      interest on the principal balance at a rate in excess of the maximum interest
      rate permitted by applicable law for the loan evidenced by this Note, the
      applicable interest rate shall be immediately reduced to such maximum rate
      and
      all previous payments in excess of the maximum rate shall be deemed to have
      been
      payments in reduction of principal and not on account of the interest due
      hereunder. 

    


    The
      Borrower represents to the Bank that the proceeds of this Note will not be
      used
      for personal, family or household purposes or for the purpose of purchasing
      or
      carrying margin stock or margin securities within the meaning of Regulations
      U
      and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts
      221 and 224.

     

    The
      Borrower and each endorser and guarantor hereof grant to the Bank a continuing
      lien on and security interest in any and all deposits or other sums at any
      time
      credited by or due from the Bank or any Bank Affiliate (as hereinafter defined)
      to the Borrower and/or each endorser or guarantor hereof and any cash,
      securities, instruments or other property of the Borrower and each endorser
      and
      guarantor hereof in the possession of the Bank or any Bank Affiliate, whether
      for safekeeping or otherwise, or in transit to or from the Bank or any Bank
      Affiliate (regardless of the reason the Bank or Bank Affiliate had received
      the
      same or whether the Bank or Bank Affiliate has conditionally released the same)
      as security for the full and punctual payment and performance of all of the
      liabilities and obligations of the Borrower and/or any endorser or guarantor
      hereof to the Bank or any Bank Affiliate and such deposits and other sums may
      be
      applied or set off against such liabilities and obligations of the Borrower
      or
      any endorser or guarantor hereof to the Bank or any Bank Affiliate at any time,
      whether or not such are then due, whether or not demand has been made and
      whether or not other collateral is then available to the Bank or any Bank
      Affiliate.

    


    No
      delay
      or omission on the part of the Bank in exercising any right hereunder shall
      operate as a waiver of such right or of any other right of the Bank, nor shall
      any delay, omission or waiver on any one occasion be deemed a bar to or waiver
      of the same or any other right on any future occasion. The Borrower and every
      endorser or guarantor of this Note, regardless of the time, order or place
      of
      signing, waives presentment, demand, protest, notice of intent to accelerate,
      notice of acceleration and all other notices of every kind in connection with
      the delivery, acceptance, performance or enforcement of this Note and assents
      to
      any extension or postponement of the time of payment or any other indulgence,
      to
      any substitution, exchange or release of collateral, and to the addition or
      release of any other party or person primarily or secondarily liable and waives
      all recourse to suretyship and guarantor defenses generally, including any
      defense based on impairment of collateral. To the maximum extent permitted
      by
      law, the Borrower and each endorser and guarantor of this Note waive and
      terminate any homestead rights and/or exemptions respecting any premises under
      the provisions of any applicable homestead laws, including without limitation,
      Section 5206 of the Civil Practice Law and Rules of New York.

     

    The
      Borrower and each endorser and guarantor of this Note shall indemnify, defend
      and hold the Bank and the Bank Affiliates and their directors, officers,
      employees, agents and attorneys (each an "Indemnitee") harmless against any
      claim brought or threatened against any Indemnitee by the Borrower, by any
      endorser or guarantor, or by any other person (as well as from attorneys'
      reasonable fees and expenses in connection therewith) on account of the Bank's
      relationship with the Borrower or any endorser or guarantor hereof (each of
      which may be defended, compromised, settled or pursued by the Bank with counsel
      of the Bank's selection, but at the expense of the Borrower and any endorser
      and/or guarantor), except for any claim arising out of the gross negligence
      or
      willful misconduct of the Bank.

     

    The
      Borrower and each endorser and guarantor of this Note agree to pay, upon demand,
      costs of collection of all amounts under this Note including, without
      limitation, principal and interest, or in connection with the enforcement of,
      or
      realization on, any security for this Note, including, without limitation,
      to
      the extent permitted by applicable law, reasonable attorneys' fees and expenses.
      Upon demand for payment of any amounts due hereunder, interest shall accrue
      at a
      rate
      per
      annum equal to the aggregate of 4.0% plus the rate provided for herein. If
      any
      payment due under this Note is
      unpaid
      for 5 days
      or
      more, the Borrower shall pay, in addition to any other sums due under this
      Note
      (and without limiting the Bank's other remedies on account thereof), a late
      charge equal to the
      greater of $50 or 5.0% of such unpaid amount
      (which
      amount shall be subject to and limited so as to not be in violation of the
      provisions of Section 254-b of New York Real Property Law, if
      applicable).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Note
      shall be binding upon the Borrower and each endorser and guarantor hereof and
      upon their respective heirs, successors, assigns and legal representatives,
      and
      shall inure to the benefit of the Bank and its successors, endorsees and
      assigns.

    


    The
      liabilities of the Borrower and any endorser or guarantor of this Note are
      joint
      and several; provided, however, the release by the Bank of the Borrower or
      any
      one or more endorsers or guarantors shall not release any other person obligated
      on account of this Note.
      Any and
      all present and future debts of the Borrower to any endorser or guarantor of
      this Note are subordinated to the full payment and performance of all present
      and future debts and obligations of the Borrower to the Bank. Each reference
      in
      this Note to the Borrower, any endorser, and any guarantor, is to such person
      individually and also to all such persons jointly. No person obligated on
      account of this Note may seek contribution from any other person also obligated,
      unless and until all liabilities, obligations and indebtedness to the Bank
      of
      the person from whom contribution is sought have been irrevocably satisfied
      in
      full. The release or compromise by the Bank of any collateral shall not release
      any person obligated on account of this Note.

     

    The
      Borrower and each endorser and guarantor hereof each authorizes the Bank to
      complete this Note if delivered incomplete in any respect. A
      photographic or other reproduction of this Note may be made by the Bank, and
      any
      such reproduction shall be admissible in evidence with the same effect as the
      original itself in any judicial or administrative proceeding, whether or not
      the
      original is in existence. 

    


    This
      Note
      is delivered to the Bank at one of its offices in New York and shall be governed
      by the laws of the State
      of New
      York without giving effect to the conflicts of laws principles thereof.

     

    Any
      demand or notice hereunder or under any applicable law pertaining hereto shall
      be in writing and duly given if delivered to any party hereto at the address
      for
      such party as set forth herein, or at such other address as any party may from
      time to time designate in written notice received by the other parties hereto;
      provided, however, that in order for any notice to the Bank to be deemed
      effective, a duplicate notice shall be separately delivered to the Bank at
      the
      current office address of the Bank officer primarily responsible for the
      customer account to which this document relates (which address will be furnished
      to Borrower by the Bank in writing). Copies of any such notices, demands, or
      other communications required hereunder shall be sent to The Sagemark Companies,
      Ltd., 1285 Avenue of the Americas, 35th Floor, New York, New York 10019, Attn:
      Ron Lipstein, Chief Executive Officer. Copies of notices, demands or other
      communications to Borrower hereunder shall be sent to Robert L. Blessey, Esq.,
      51 Lyon Ridge Road, Katonah, New York 10536 and Margo E. Bader, Esq., c/o
      mpowermed, 1 Lethbridge Plaza, Route 17 North, Suite 20, Mahwah, New Jersey
      07430. Any such demand or notice shall be deemed sufficiently given for all
      purposes when delivered (i) by personal delivery and shall be deemed effective
      when delivered, or (ii) by mail or courier and shall be deemed effective three
      (3) business days after deposit in an official depository maintained by the
      United States Post Office for the collection of mail or one (1) business day
      after delivery to a nationally recognized overnight courier service. Notice
      by
      e-mail is not valid notice under this or any other agreement between the
      undersigned parties.

    


    The
      term
      "Bank Affiliate" as used in this Note shall mean any banking or lending
      affiliates of the Bank, any party acting as a participant lender in the credit
      arrangements contemplated herein, or any third party acting on the Bank's
      behalf.

    


    Except
      as
      set forth below, no change in this Note or waiver of any right or remedy
      hereunder can be made except in a writing signed by the Bank, and, if a change
      by Borrower as well. No course of dealing or other conduct, no oral agreement
      or
      representation made by the Bank, and no usage of trade, shall operate as a
      waiver of any right or remedy of the Bank. No waiver of any right or remedy
      of
      the Bank shall be effective unless made specifically in writing by the
      Bank.

    


    This
      Note, together with any related loan and security agreements and guaranties,
      contains the entire agreement between the Borrower and the Bank with respect
      to
      the Note, and supersedes every course of dealing, other conduct, oral agreement
      and representation previously made by the Bank.

    


    If
      there
      is more than one obligor to the Bank named herein and signing below, each such
      obligor shall be jointly and severally liable for the payment of all amounts
      and
      performance of all obligations required hereunder.

    


    Preauthorized
      Transfers from Deposit Account.
      If a
      deposit account number is provided, Borrower hereby authorizes the Bank to
      debit
      Borrower’s deposit account # [Redacted]with the Bank automatically for any
      amount which becomes due under this Note.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      Borrower and each endorser and guarantor of this Note each irrevocably submits
      to the nonexclusive jurisdiction of any Federal or state
      court
      sitting in New York, over any suit, action or proceeding arising out of or
      relating to this Note. Each of the Borrower and each endorser and guarantor
      irrevocably waives, to the fullest extent it may effectively do so under
      applicable law, any objection it may now or hereafter have to the laying of
      the
      venue of any such suit, action or proceeding brought in any such court and
      any
      claim that the same has been brought in an inconvenient forum. Each of the
      Borrower and each endorser and guarantor hereby consents to any and all process
      which may be served in any such suit, action or proceeding, (i) by mailing
      a
      copy thereof by registered and certified mail, postage prepaid, return receipt
      requested, to the Borrower's, endorser's or guarantor's address shown below
      or
      as notified to the Bank and (ii) by serving the same upon the Borrower(s),
      endorser(s) or guarantor(s) in any other manner otherwise permitted by law,
      and
      agrees that such service shall in every respect be deemed effective service
      upon
      the Borrower or such endorser or guarantor. 

     

    THE
      BORROWER AND EACH ENDORSER AND GUARANTOR ACKNOWLEDGE THAT THIS NOTE IS A DEMAND
      NOTE AND THE RIGHT OF THE BANK TO DEMAND PAYMENT OF THIS NOTE IN WHOLE OR IN
      PART AT ANY TIME SHALL BE ABSOLUTE, UNCONDITIONAL AND IN THE SOLE DISCRETION
      OF
      THE BANK. THE INCLUSION OF EVENTS OF DEFAULT AND COVENANTS IN ANY LOAN DOCUMENTS
      BETWEEN THE BANK AND THE BORROWER OR ANY ENDORSER OR GUARANTOR OR OTHER PARTY
      DELIVERED IN CONNECTION WITH THIS NOTE OR OTHERWISE SHALL NOT IN ANY WAY LIMIT
      THE DEMAND NATURE OF THIS NOTE AND THE BANK MAY MAKE DEMAND FOR PAYMENT AT
      ANY
      TIME FOR ANY OR NO REASON, WHETHER OR NOT AN EVENT OF DEFAULT HAS OCCURRED
      UNDER
      ANY SUCH LOAN DOCUMENTS.

     

    THE
      BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH HEREBY KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL
      COUNSEL, (A) WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR
      PROCEEDING IN CONNECTION WITH THIS NOTE, ANY OF THE OBLIGATIONS OF THE BORROWER,
      EACH ENDORSER AND GUARANTOR TO THE BANK, AND ALL MATTERS CONTEMPLATED HEREBY
      AND
      DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREES NOT TO SEEK TO
      CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN
      NOT
      BE, OR HAS NOT BEEN, WAIVED. THE BORROWER, EACH ENDORSER AND GUARANTOR AND
      THE
      BANK EACH CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS
      OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT
      IN
      THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL
      BY JURY.

     

    
      	Executed as of November
              5, 2007 	 
	 	 
	Witness:	
              Borrower:

               

              PREMIER ONCOLOGY MANAGEMENT OF NASSAU, LLC

               

              By: /s/
                David Greenblatt

              David
                Greenblatt, Manager

            


    

     

    
      	 	
              1
                Lethbridge Plaza

              
                
                  Route
                    17 North, Suite 20

                

              

              
                
                  Mahwah,
                    New Jersey

                

              

              
                07430

              

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    STATE
      OF
      NEW YORK :

     

    SS.

    COUNTY
      OF
      ____________________ :

     

     

    On
      the
5th
      day of
      November in the year 2007, before me, the undersigned, a Notary Public in and
      for said State, personally appeared, David Greenblatt, personally known to
      me or
      proved to me on the basis of satisfactory evidence to be the individual whose
      name is subscribed to the within instrument and acknowledged to me that he/she
      executed the same in his/her capacity, and that by his/her signature on the
      instrument, the individual, or the person upon behalf of which the individual
      acted, executed the instrument.

     

    __________________________________

    NOTARY
      PUBLIC

     

    __________________________________

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