Exhibit
10.2

    PROMISSORY
NOTE

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      
	 
      	 
      	 
      	 
      
	
                                          PURCHASER:

                                        	
                                          Aequitas
      CarePayment Founders Fund, LLC

                                          5300
      Meadows Road, Suite 400

                                          Lake
      Oswego, Oregon  97035

                                           

                                        	
                                          SELLER:

                                        	
                                          CarePayment
      Technologies, Inc.

                                          5300
      Meadows Road, Suite 400

                                          Lake
      Oswego, Oregon  97035

                                          Telephone:
      (503) 419-3500

                                        
	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                Principal
      Amount:  $2,000,000.00

              	
                Interest
      Rate:  5.0%

              	
                Date
      of Note: April 15, 2010

              


      

    

     

    1.      PROMISE TO
PAY.   Aequitas CarePayment Founders Fund, LLC, a Delaware
limited liability company (“Purchaser”), promises to pay to the order of
CarePayment Technologies, Inc., an Oregon corporation (“Seller”), in lawful
money of the United States of America, the principal amount of Two Million and
00/100 Dollars ($2,000,000.00), together with interest on the unpaid principal
balance from the date of disbursement until paid in full.  Purchaser
will pay Seller at Seller’s address shown above or at such other place as Seller
may designate in writing.

    


    2.      PURPOSE.  This Note
is issued pursuant to that certain Series D Convertible Preferred Stock Purchase
Agreement between Purchaser and Seller of even date herewith (the “Purchase
Agreement”) and is subject to all of the terms thereof.  Capitalized
terms used herein which are not otherwise defined, if any, shall have the
meanings ascribed to them in the Purchase Agreement.

    


    3.      INTEREST RATE AND
PAYMENT.  Interest shall accrue on the unpaid balance of this
Note at the rate of 5.0% per annum on the unpaid principal balance and shall be
calculated on the basis of a 365-day year and actual days elapsed.

    


    4.      MATURITY; APPLICATION OF
PAYMENTS.  The outstanding principal balance and all accrued
and unpaid interest shall be due and payable on or before April 15, 2011 (the
“Maturity Date”).  Provided, however, that after the occurrence of an
Event of Default, the outstanding principal and all accrued interest shall be
payable on demand.  Unless otherwise agreed or required by applicable
law, payments will be applied first to expenses for which Purchaser is liable
hereunder (including unpaid collection costs and late charges), next to accrued
and unpaid interest, and the balance to principal.  In addition, the
outstanding principal balance and all accrued and unpaid interest shall be due
and payable in the event of (1) a sale of all or substantially all of the assets
of Purchaser, or (2) the transfer of ownership or beneficial interest, by merger
or otherwise, of 25% or more of the membership interests of
Purchaser.

    


    5.      PREPAYMENT.  All or
any portion of this Note may be prepaid at any time.  Purchaser agrees
not to send Seller payments marked “paid in full”, “without recourse”, or
similar language.  If Purchaser sends such payment, Seller may accept
it without losing any of Seller’s rights under this Note, and Purchaser will
remain obligated to pay any further amount owed to Seller.  All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that payment constitutes “payment in full” of
the amount owed or that is tendered with other conditions or limitations or as
full satisfaction of any disputed amount must be mailed or delivered to Seller
at the address above.

    


    6.      INTEREST AFTER
DEFAULT.  Upon default, including failure to pay all amounts
due upon final maturity of this Note, Seller may, at its option without notice
to Purchaser and if permitted by applicable law, increase the interest rate of
this Note by 5.00 percentage points (500 basis points).  The interest
rate will not exceed the maximum rate permitted by law.

    


    7.      DEFAULT.  Each of
the following shall constitute an event of default (“Event of Default”) under
this Note:

    


    (a) 
Payment
Default.  Purchaser fails to make any payment when due under
this Note.

    


    (b) 
Other
Defaults.  Purchaser fails to comply with or to perform any
other term, obligation, covenant or condition contained in this Note or in the
Purchase Agreement or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between Seller (or an
affiliate of Seller) and Purchaser.  If any failure, other than a
failure to pay money, is curable and if Purchaser has not been given a notice of
a similar breach within the preceding 12 months, it may be cured (and no Event
of Default will have occurred) if Purchaser, after delivery of written notice
from Seller demanding cure of such failure: (a) cures the failure within 15
days; or (b) if the cure requires more than 15 days, immediately initiates steps
sufficient to cure the failure and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance within 60 days
after notice is sent.

    


    (c) 
Default in Favor of Third
Parties.  Purchaser defaults under any loan, extension of
credit, security agreement, purchase or sale agreement (including Purchaser’s
agreement to purchase 1,000,000 shares of Series D Convertible Preferred Stock
from Aequitas Commercial Finance, LLC), or any other agreement in favor of any
other creditor or person that may materially affect any of Purchaser’s property
or Purchaser’s ability to repay this Note or perform Purchaser’s obligations
under this Note or the Purchase Agreement.

     

    
      
         


      

      
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    (d) 
False
Statements.  Any warranty, representation or statement made or
furnished to Seller by Purchaser or on Purchaser’s behalf under this Note or the
Purchase Agreement is false or misleading in any material respect, either now or
at the time made or furnished or becomes false or misleading at any time
thereafter.

    


    (e) 
Dissolution, Insolvency,
etc.  The dissolution of Purchaser (regardless of whether
election to continue is made), or any other termination of Purchaser’s existence
as a going business, the insolvency of Purchaser, the appointment of a receiver
for any part of Purchaser’s property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Purchaser.

    


    (f) 
Creditor or Forfeiture
Proceedings.  Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Purchaser or by any governmental agency against
any Collateral securing the Loan.

    


    (g) 
Adverse
Change.  A material adverse change occurs in Purchaser’s
financial condition, or Seller reasonably believes the prospect of payment
performance of this Note has been impaired.

    


    (h) 
Insecurity.  Seller
in good faith believes itself insecure.

    


    8.      LENDER RIGHTS.  Upon
the occurrence of an Event of Default, Seller may declare the entire unpaid
principal balance of this Note and all unpaid interest and other amounts
outstanding, including any prepayment charge which Purchaser would be required
to pay, immediately due and payable, without notice of any kind to Purchaser,
and Purchaser will pay that amount.  In the case of an Event of
Default of the type described in the “Dissolution, Insolvency, etc.” subsection
above, such acceleration shall be automatic and not optional.

    


    9.      ATTORNEYS’ FEES;
EXPENSES.  Seller may hire or pay someone else to help collect
this Note if Purchaser does not pay.  Purchaser will pay Seller that
amount.  This includes, subject to any limits under applicable law,
Seller’s reasonable attorneys’ fees and legal expenses, whether or not there is
a lawsuit, including without limitation attorneys’ fees and expenses incurred by
Seller at trial, on appeal and in any arbitration or bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or
injunction).  If not prohibited by applicable law, Purchaser also will
pay any court costs, in addition to all other sums provided by law.

    


    10.    ASSIGNMENTS. Purchaser
acknowledges that Seller may sell and assign its interest in this Note, the
payments due hereunder and all Related Documents, in whole or in part, or
participations therein, to an assignee (the “Assignee”) which may be represented
by a bank or trust company acting as a trustee of such
Assignee.  BORROWER ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY
LENDER OR ANY ASSIGNEE SHALL NOT MATERIALLY CHANGE BORROWER’S OBLIGATIONS UNDER
THE ASSIGNED NOTE.  Any Assignee shall be entitled to enforce all the
rights so assigned but be under no obligation to Purchaser to perform any of
Seller’s obligations under the assigned Note, the sole remedy of Purchaser being
against Seller with Purchaser’s right against Seller being unaffected except as
provided herein.  Purchaser agrees that upon notice of assignment of
this Note, it shall pay directly to the Assignee, unconditionally, all amounts
which become due hereunder.  Purchaser specifically covenants and
agrees that it will not assert against any Assignee any claims by way of
abatement, defense, set-off, counterclaim, recoupment or otherwise which
Purchaser may have against Seller or any third party, and BORROWER SHALL NOT
ASSERT AGAINST SUCH ASSIGNEE IN ANY ACTION FOR NOTE PAYMENTS OR OTHER MONEYS
PAYABLE HEREUNDER ANY DEFENSE EXCEPT THE DEFENSE OF PAYMENT TO SUCH
ASSIGNEE.  Upon Seller’s request, Purchaser will acknowledge to any
Assignee receipt of Seller’s notice of assignment.

    


    11.    JURY WAIVER.   LENDER
AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE
OTHER.

    


    12.    GOVERNING LAW.  This
Note will be governed by, construed and enforced in accordance with the laws of
the State of Oregon.  This Note has been accepted by Seller in the
State of Oregon.

    


    13.    CHOICE OF VENUE.  If
there is a lawsuit, Purchaser agrees to submit to the jurisdiction of the courts
located in Portland, Oregon and waives any objections that such venue is an
inconvenient forum.

    


    14.    COLLATERAL.  Purchaser
acknowledges this Note is secured by the collateral described in the Purchase
Agreement and Security Agreement executed by Purchaser.

    


    15.    SUCCESSOR
INTERESTS.  The terms of this Note shall be binding upon
Purchaser and Purchaser’s heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Seller and its successors and
assigns.

     

    
      
         


      

      
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    16.    GENERAL
PROVISIONS.  Seller may delay or forego enforcing any of its
rights or remedies under this Note without losing them.  Purchaser and
any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive presentment, demand for payment and notice of
dishonor.  Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability.  All such parties agree that Seller may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Seller’s
security interest in the Collateral and take any other action deemed necessary
by Seller without the consent of or notice to anyone.  All such
parties also agree that Seller may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is
made.  If there is more than one Purchaser, the obligations of each
Purchaser under this Note are joint and several.

    


    
      	
              PURCHASER:

            
	 
      
	
              AEQUITAS
      CAREPAYMENT FOUNDERS FUND, LLC

            
	
              By:
      Aequitas Investment Management, LLC, its Manager

            
	 
      
	
              By:

            	
                

            	
              /S/  Robert
      J.  Jesenik

            	 
      
	
              Name:

            	
              Robert
      J. Jesenik

            
	
              Title:

            	
              President

            


    

     

    
      
         


      

      
        Page 3 of
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