Exhibit 10.17

                           CONVERTIBLE PROMISSORY NOTE



$23,728.16                                                         June 30, 2005
----------                                                         Dallas, Texas



     FOR  VALUE  RECEIVED,   the  undersigned,   MedSolutions,   Inc.,  a  Texas
corporation (the " the Maker"),  hereby  unconditionally  promises to pay to the
order of Winship Moody,  an individual and resident of the State of Florida (the
"Payee"), at such place as designated by the Payee, or at such other place or to
such other party or parties as may be designated by the Payee from time to time,
in  lawful  money of the  United  States of  America,  the  principal  amount of
$23,728.16 (the "Principal Amount"), entered into by the Maker and the Payee and
dated as of the date hereof, with simple interest at an annual rate of 10.0%.

     1.   This Convertible Promissory Note (the "Note") shall be due and payable
in 12 monthly payments of principal and interest on the first day of each month,
commencing   on  July  29,  2005  and  each  in  the  amount  of  $2,086.08  (an
"Installment"),  with the final  Installment due on June 29, 2006 (the "Maturity
Date");  provided,  that each such Installment shall be deposited  directly,  by
means of an Automated  Clearing House (ACH),  into the Payee's bank account,  as
may be designated by the Payee.  Each date on which a payment is due,  including
the Maturity Date,  shall be referred to herein as a "Payment  Date";  provided,
however,  that if a Payment  Date  should fall on a  Saturday,  Sunday,  or bank
holiday, then the Payment Date shall be the next business day.

     2.   Notation of  Indebtedness  and  Payments.  The Payee is  authorized to
record the date and amount of the  indebtedness  evidenced by this Note, and the
date and  amount of each  payment  and  prepayment  of  principal  hereof on any
schedule  annexed hereto and made a part hereof,  or on a  continuation  thereof
which shall be attached  thereto and made a part hereof,  and any such  notation
shall  be  conclusive  and  binding  for all  purposes  absent  manifest  error;
provided, however, that failure by the Payee to make any such notation shall not
affect the obligations of the Maker hereunder.

     3.   Prepayment.  This Note is subject to prepayment in whole or in part at
any  time  or from  time  to  time,  without  premium  or  penalty  of any  kind
whatsoever. All partial prepayments shall be applied first to accrued but unpaid
interest and then to the outstanding principal amount of this Note.

     4.   Default.

     (a)  Each of the following  shall  constitute  an "Event of Default"  under
this Note:


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<PAGE>

          (i)  The Maker shall fail to pay when due any Installment or any other
     amount due hereunder in the manner provided herein,  and such default shall
     continue unremedied for a period of 10 business days; or

          (ii) A  substantial  part of any of the  operations or business of the
     Maker is suspended,  other than in the ordinary  course of business,  which
     suspension  has  a  material  adverse  effect  on  the  Maker's   financial
     condition; or

          (iii)The  Maker  commences  any  case,  proceeding  or  other  action
     relating  to it  in  bankruptcy  or  seeking  reorganization,  liquidation,
     dissolution, winding-up, arrangement, composition, compromise, readjustment
     of  its  debts  or any  other  relief  under  any  bankruptcy,  insolvency,
     reorganization,   liquidation,   dissolution,   arrangement,   composition,
     compromise, readjustment of debt or similar act or law of any jurisdiction,
     now or hereafter  existing,  or consents to,  approves of or acquiesces in,
     any such case,  proceeding  or other  action,  or applies  for a  receiver,
     trustee or  custodian  for itself or for all or a  substantial  part of its
     properties or assets,  or makes an assignment for the benefit of creditors,
     or fails generally to pay its debts as they mature or admits in writing its
     inability to pay its debts as they mature,  or is adjudicated  insolvent or
     bankrupt; or

          (iv) There is commenced  against the Maker any case or proceeding,  or
     any  other  action is taken  against  the Maker in  bankruptcy  or  seeking
     reorganization,    liquidation,   dissolution,   winding-up,   arrangement,
     composition,  compromise,  readjustment  of its debts or any  other  relief
     under any bankruptcy, insolvency, reorganization, liquidation, dissolution,
     arrangement,  composition,  compromise, readjustment of debt or similar act
     or  law  of any  jurisdiction,  now or  hereafter  existing;  or  there  is
     appointed a receiver,  trustee or  custodian  for the Maker or for all or a
     substantial part of its properties or assets;  or there is issued a warrant
     of attachment, execution or similar process against any substantial part of
     the properties or assets of the Maker,  and any such event continues for 90
     days undismissed, unbonded or undischarged.

     (b)  If any Event of Default  shall have  occurred and be  continuing,  the
Payee may,  by written  notice to the Maker,  declare  this Note,  all  interest
hereon and all other amounts,  if any,  payable  hereunder or in respect of this
Note to be  forthwith  due and  payable,  whereupon  they  shall  become  and be
forthwith  due and  payable,  without  presentment,  demand,  protest or further
notice  of any kind,  all of which are  hereby  expressly  waived by the  Maker.
Notwithstanding  the  foregoing,  upon the  occurrence  of any of the  events or
conditions  described in  subsection  (iii) or (iv) of Section 4(a) above,  this
Note, all interest hereon and all other amounts, if any, payable hereunder or in
respect  of this Note shall  immediately  become due and  payable,  without  any
requirement on the part of the Payee to give notice, or make declaration, of any
kind regarding such Event of Default and without presentment, demand, protest or
any  other  requirement  on the  part of the  Payee,  all of  which  are  hereby
expressly waived by the Maker.

     (c)  From and after the occurrence of any Event of Default, and for so long
as such Event of Default shall  continue,  the unpaid  principal  amount of this


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<PAGE>

Note shall bear  interest at a rate per annum equal to the lesser of (i) 18%, or
(ii) the Highest Lawful Rate (as defined below), payable on demand.

     5.   Waiver of  Certain  Demands  and  Notices.  Presentment  for  payment,
demand, notice of dishonor, protest, notice of protest and all other demands and
notices in connection  with the delivery,  performance  and  enforcement of this
Note are hereby expressly waived by the Maker.

     6.   Payment  of Court  Costs.  If this  Note is  placed in the hands of an
attorney for collection,  or if it is collected  through any legal  proceedings,
the Maker agrees to pay court costs,  reasonable attorneys' fees and other costs
of collection of the holder hereof.

     7.   Usury.  It is the  intention  of the  Maker  to  conform  strictly  to
applicable  usury laws now or hereafter in force,  and therefore all  agreements
between the Maker and the Payee are expressly  limited so that in no contingency
or event  whatsoever,  whether by reason of advancement of the proceeds  hereof,
acceleration  of maturity of the unpaid  principal  balance hereof or otherwise,
shall  the  amount  paid  or  agreed  to be  paid to the  Payee,  for  the  use,
forbearance  or  detention  of the money to be  advanced  hereunder  exceed  the
highest  lawful rate  permitted by applicable  law.  Regardless of any provision
contained  herein,  or  in  any  other  documents  or  instruments  executed  in
connection  herewith,  the Payee shall never be entitled to receive,  collect or
apply,  as  interest  hereon,  any amount in excess of the  Highest  Lawful Rate
(hereinafter  defined)  and in the event the Payee ever  receives,  collects  or
applies,  as  interest,  any such  excess,  such amount which would be excessive
interest shall be deemed a partial prepayment of principal and treated hereunder
as such;  and, if the principal  hereof is paid in full,  any  remaining  excess
shall be refunded to the Maker. In determining  whether or not the interest paid
or payable, under any specific contingency, exceeds the Highest Lawful Rate, the
Maker and the Payee shall, to the maximum extent permitted under applicable law,
(a) characterize any nonprincipal  payment as an expense,  fee or premium rather
than as interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) spread the total amount of interest  throughout the entire contemplated term
hereof;  provided  that if the  interest  received  for  the  actual  period  of
existence  hereof  exceeds the Highest Lawful Rate, the Payee shall either apply
or refund to the Maker the amount of such excess as herein provided, and in such
event the Payee shall not be subject to any  penalties  provided by any laws for
contracting for, charging or receiving  interest in excess of the Highest Lawful
Rate. As used in this Note, the term "Highest  Lawful Rate" means,  at any given
time during  which  indebtedness  shall be  outstanding  hereunder,  the maximum
nonusurious  interest rate, if any, that at any time or from time to time may be
contracted  for,  taken,  reserved,  charged  or  received  on the  indebtedness
evidenced by this Note under the laws of the United States and applicable  state
law currently in effect or, to the extent allowed by law, under such  applicable
laws of the United  States and  applicable  state law may hereafter be in effect
and which allow a higher maximum nonusurious  interest rate than applicable laws
now allow,  in any case after  taking into  account,  to the extent  required by
applicable law, any and all relevant payments or charges under this Note and any
documents executed in connection herewith.


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<PAGE>

     8.   Conversion.

     (a)  Subject to and upon  compliance with the provisions of this Section 8,
the Payee shall have the right (the "Conversion  Right"),  at its option, at any
time and from time to time,  subject to the  "Option"  (as  defined  below),  to
convert all or any portion of the  outstanding  principal  amount of and accrued
but unpaid interest on this Note into the number of fully paid and nonassessable
shares of common  stock of the  Maker,  par value  $.001 (the  "Common  Stock"),
obtained by dividing (i) the amount of this Note to be so converted, by (ii) the
Conversion  Price. For purposes of this Note, the term "Conversion  Price" means
$0.75,  as adjusted from time to time pursuant to the provisions of this Section
8.

     (b)  In order to exercise the  conversion  right provided in subsection (a)
above, the Payee shall notify the Maker in writing (a "Conversion  Notice") that
the Payee elects to convert this Note or a specified  portion  thereof,  and the
Payee shall contemporaneously surrender this Note at the office of the Maker for
cancellation. Unless the shares issuable upon conversion are to be issued in the
name of the Payee, the Conversion  Notice shall be accompanied by instruments of
transfer,  in a form reasonably  satisfactory to the Maker, duly executed by the
Payee  or its duly  authorized  attorney  and an  amount  sufficient  to pay any
transfer  or  similar  tax (or  evidence  reasonably  satisfactory  to the Maker
demonstrating  that such taxes have been paid).  The Conversion Right is subject
to the option of the Maker (the "Option"),  upon receipt of a Conversion Notice,
to pay the then-outstanding principal amount and any accrued but unpaid interest
theron  in full to the  Payee  within  30 days of the  date on which  the  Maker
receives  the  Conversion  Notice,  thereby  effectively  canceling  the Payee's
Conversion Right.

     Provided  that the Maker does not  exercise  its  Option,  as  promptly  as
practicable  after the expiration of such 30-day  period,  and the compliance by
the Payee with any other  conditions set forth in this subsection (b), the Maker
shall issue and shall deliver to the Payee,  or otherwise in accordance with the
Payee's written instruction, (i) a certificate or certificates for the number of
full  shares  of  Common  Stock  issuable  upon the  conversion  of this Note in
accordance with the provisions of this Section 8 (and any fractional interest in
respect of a share of Common Stock arising upon such conversion shall be settled
as provided in subsection (c) of this Section 8), and (ii) if applicable,  a new
Note of like tenor in the original principal amount equal to the portion of this
Note that has not been so converted.

     Each  conversion  of this  Note  shall  be  deemed  to have  been  effected
immediately  prior to the close of business on the date on which the  Conversion
Notice is  received  by the Maker.  The person or persons in whose name or names
any certificate or certificates for the shares of Common Stock issuable upon any
conversion  of this Note shall be deemed to have become the holder or holders of
record of the shares represented  thereby at the time and on the date determined
in accordance  with the first sentence of this  paragraph,  and such  conversion
shall be at the Conversion Price in effect at such time on such date. All shares
of Common Stock  delivered  upon  conversion of this Note shall upon delivery be
duly and validly issued and fully paid and nonassessable.


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<PAGE>

     (c)  No fractional  shares of Common Stock shall be issued upon  conversion
of this  Note.  Instead  of any  fractional  shares of Common  Stock  that would
otherwise be issuable upon  conversion of this Note,  the Maker shall pay a cash
adjustment  in respect of such  fractional  share in an amount equal to the same
fraction of the current market price (as defined in subsection  (d)(iii)  below)
per share of Common Stock at the close of business on the day of conversion.

     (d)  The Conversion  Price is subject to adjustment  from time to time upon
the occurrence of any of the events  specified in this  subsection  (d). For the
purpose of this  subsection  (d),  "Common  Stock" means shares now or hereafter
authorized  of any class of common stock of the Maker and any other stock of the
Maker,  however  designated,  that has the right (subject to any prior rights of
any class or series of preferred  stock) to participate in any  distribution  of
the assets or earnings of the Maker without limit as to per share amount.

          (i)  In case the Maker shall (A) pay a dividend or make a distribution
     in  shares  of  Common  Stock  or  other  securities,   (B)  subdivide  its
     outstanding  shares of Common  Stock into a greater  number of shares,  (C)
     combine its  outstanding  shares of Common  Stock into a smaller  number of
     shares,  or (D) issue by  reclassification  of its  shares of Common  Stock
     other  securities of the Maker,  then the Conversion Price in effect at the
     time of the record date for such dividend or of the effective  date of such
     subdivision, combination or reclassification, and/or the number and kind of
     securities issuable on such date, shall be proportionately adjusted so that
     the holder of this Note  thereafter  converted shall be entitled to receive
     the  aggregate  number  and kind of shares of Common  Stock (or such  other
     securities  other than Common  Stock) of the Maker  that,  if this Note had
     been converted  immediately prior to such date, the holder would have owned
     upon such exercise and been entitled to receive by virtue of such dividend,
     subdivision, combination or reclassification. Such adjustment shall be made
     successively whenever any event listed above shall occur.

          (ii) In the  event  that the  Maker  shall  fix a record  date for the
     making of a distribution to all holders of Common Stock (including any such
     distribution made in connection with a consolidation or merger in which the
     Maker is the surviving  corporation) of cash,  evidences of indebtedness or
     assets, or subscription  rights or warrants,  the Conversion Price to be in
     effect  after such  record  date shall be  determined  by  multiplying  the
     Conversion  Price in  effect  immediately  prior to such  record  date by a
     fraction,  the  numerator  of which shall be the current  market  price per
     share of Common Stock on such record date, less the amount of cash so to be
     distributed  or the fair market value (as  determined in good faith by, and
     reflected in a formal  resolution  of, the Board of Directors of the Maker)
     of  the  portion  of the  assets  or  evidences  of  indebtedness  so to be
     distributed, or of such subscription rights or warrants,  applicable to one
     share of Common Stock,  and the  denominator of which shall be such current
     market  price per  share of Common  Stock.  Such  adjustment  shall be made
     successively  whenever  such a record date is fixed;  and in the event that
     such  distribution  is not so made,  the  Conversion  Price  shall again be
     adjusted  to be the  Conversion  Price that would then be in effect if such
     record date had not been fixed.

          (iii) For the purpose of any  computation  under any paragraph of this
     subsection (d), the "current market price" per share of Common Stock on any
     date shall be the per share  price of the Common  Stock on the  trading day


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<PAGE>

     immediately prior to the event requiring an adjustment  hereunder and shall
     be: (A) if the principal  trading market for such  securities is a national
     or regional securities exchange, the closing price on such exchange on such
     day; or (B) if sales  prices for shares of Common Stock are reported by the
     NASDAQ  National  Market System (or a similar system then in use), the last
     reported sales price so reported on such day; or (C) if neither (A) nor (B)
     above are applicable,  and if bid and ask prices for shares of Common Stock
     are  reported  in the  over-the-counter  market  by NASDAQ  (or,  if not so
     reported,  by the National Quotation  Bureau),  the average of the high bid
     and low ask prices so reported on such day.  Notwithstanding the foregoing,
     if there is no reported  closing price,  last reported sales price,  or bid
     and ask  prices,  as the case  may be,  for the day in  question,  then the
     current  market  price shall be  determined  as of the latest date prior to
     such day for which such closing price,  last reported  sales price,  or bid
     and ask prices,  as the case may be, are available,  unless such securities
     have not been traded on an exchange or in the  over-the-counter  market for
     30 or more days immediately prior to the day in question, in which case the
     current market price shall be determined in good faith by, and reflected in
     a formal resolution of, the Board of Directors of the Maker.

          (iv) Notwithstanding   any  provision  herein  to  the  contrary,   no
     adjustment in the Conversion Price shall be required unless such adjustment
     would  require an increase  or  decrease  of at least 1% in the  Conversion
     Price;  provided,  however,  that any  adjustments  which by reason of this
     subsection  (v) are not  required  to be made shall be carried  forward and
     taken into account in any subsequent  adjustment.  All  calculations  under
     this  subsection  (d)  shall  be made to the  nearest  cent or the  nearest
     one-hundredth of a share, as the case may be.

          (v)  In the event that at any time, as a result of an adjustment  made
     pursuant to subsection (d)(i), the holder of this Note thereafter converted
     shall become  entitled to receive any shares of capital  stock of the Maker
     other  than  shares of Common  Stock,  thereafter  the number of such other
     shares so  receivable  upon  conversion  of this Note  shall be  subject to
     adjustment from time to time in a manner and on terms as nearly  equivalent
     as practicable to the provisions with respect to the shares of Common Stock
     contained in this  subsection  (d), and the other  provisions  of this Note
     shall apply on like terms to any such other shares.

          (vi) If  the  Maker  merges  or  consolidates  into  or  with  another
     corporation or entity,  or if another  corporation or entity merges into or
     with the Maker (excluding such a merger in which the Maker is the surviving
     or   continuing   corporation   and   which   does   not   result   in  any
     reclassification,  conversion, exchange, or cancellation of the outstanding
     shares of Common Stock),  or if all or  substantially  all of the assets or
     business  of the  Maker are sold or  transferred  to  another  corporation,
     entity, or person,  then, as a condition to such consolidation,  merger, or
     sale (a "Transaction"), lawful and adequate provision shall be made whereby
     the holder of this Note shall have the right from and after the Transaction
     to receive,  upon conversion of this Note and upon the terms and conditions
     specified  herein and in lieu of the shares of the Common  Stock that would
     have been issuable if this Note had been fully converted immediately before
     the Transaction, such shares of stock, securities, or assets as such holder
     would have  owned  immediately  after the  Transaction  if such  holder had
     converted  this  Note   immediately   before  the  effective  date  of  the
     Transaction.  The Maker shall not effect any Transaction unless prior to or


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<PAGE>

     simultaneously  with the  consummation  thereof the successor  corporation,
     entity,  or person (if other than the Maker) resulting from the Transaction
     or purchasing  assets or the business of the Maker in the Transaction shall
     assume by written  instrument  the  obligation  to deliver to the holder of
     this Note such  shares of stock,  securities,  or assets as, in  accordance
     with the foregoing provisions, such holder may be entitled to receive.

          (vii) In case any event shall  occur as to which the other  provisions
     of this subsection (d) are not strictly  applicable but the failure to make
     any adjustment would not fairly protect the conversion  rights set forth in
     this subsection (d) in accordance with the essential  intent and principles
     hereof, then, in each such case, the Maker shall effect such adjustment, on
     a basis consistent with the essential intent and principles  established in
     this subsection (d), as may be necessary to preserve, without dilution, the
     conversion rights represented hereby.

     (e)  The Maker agrees at all times to reserve and hold available out of the
aggregate of its  authorized  but unissued  Common Stock the number of shares of
its Common  Stock  issuable  upon the full  conversion  of this Note.  The Maker
further  covenants  and  agrees  that all  shares  of Common  Stock  that may be
delivered  upon the conversion of this Note will,  upon delivery,  be fully paid
and  nonassessable  and free  from all taxes and  mortgages,  pledges,  security
interests,  encumbrances,  liens or  charges  of any kind  with  respect  to the
issuance thereof hereunder.

     (f)  Upon any adjustment of the Conversion Price pursuant to subsection (d)
of  Section  8, the Maker  shall  promptly  thereafter  cause to be given to the
holder of this Note written notice of such adjustment. Such notice shall include
the Conversion  Price after such  adjustment,  and shall set forth in reasonable
detail  the  Maker's  method  of  calculation  and the  facts  upon  which  such
calculations  were  based.  Where  appropriate,  such  notice  shall be given in
advance  and  included  as a part of any notice  required  to be given under the
other provisions of this subsection (f).

     In the event of (i) any fixing by the Maker of a record  date with  respect
to the  holders  of any class of  securities  of the Maker  for the  purpose  of
determining   which  of  such   holders  are  entitled  to  dividends  or  other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property,  or to
receive any other right,  or (ii) any capital  reorganization  of the Maker,  or
reclassification  or  recapitalization  of the capital stock of the Maker or any
transfer of all or substantially  all of the assets or business of the Maker to,
or  consolidation  or  merger  of the Maker  with or into,  any other  entity or
person,  or (iii) any voluntary or involuntary  dissolution or winding up of the
Maker,  then and in each such event the Maker shall give the holder of this Note
a written  notice  specifying,  as the case may be, (A) the record  date for the
purpose of such  dividend,  distribution,  or right,  and stating the amount and
character of such dividend, distribution, or right, or (B) the date on which any
such    reorganization,     reclassification,     recapitalization,    transfer,
consolidation, merger, conveyance, dissolution, liquidation, or winding up is to
take  place and the  time,  if any is to be fixed,  as of which the  holders  of
record of Common Stock (or such other  capital  stock or  securities  receivable
upon the  conversion of this Note) shall be entitled to exchange their shares of
Common Stock (or such other stock  securities)  for securities or other property
deliverable  upon such event.  Any such  notice  shall be given at least 40 days
prior to the earliest date therein specified.


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<PAGE>

     (g)  This Note does not entitle the holder  hereof to any voting  rights or
other rights as a shareholder of the Maker,  nor to any other rights  whatsoever
except the rights herein set forth.

     9.   Additional Covenants of the Maker.

     (a)  The Maker shall comply with the reporting  requirements of Sections 13
and 15(d) of the Securities Exchange Act of 1934, as amended, for so long as and
to the extent that such requirements apply to the Maker.

     (b)  The Maker shall not, by amendment of its Articles of  Incorporation or
Bylaws or through any reorganization, transfer of assets, consolidation, merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this Note.
Without  limiting the  generality  of the  foregoing,  the Maker (i) will at all
times  reserve  and keep  available,  solely  for  issuance  and  delivery  upon
conversion of this Note,  shares of Common Stock issuable from time to time upon
conversion  of this Note,  (ii) will not increase the par value of any shares of
capital stock  receivable  upon conversion of this Note above the amount payable
therefor  upon such  conversion,  and (iii) will take all such actions as may be
necessary or  appropriate  in order that the Maker may validly and legally issue
fully paid and nonassessable stock upon conversion of this Note.

     (c)  Until the  entire  Principal  Amount  of and all  accrued  but  unpaid
interest  on this  Note is paid in full,  the  Maker  shall  not take any of the
following  actions without the prior written consent of the Payee (which consent
shall not be unreasonably withheld):

          (i)  sell all or a significant portion of the Maker's assets, or merge
     or enter into any  combination  or  consolidation  with  another  person or
     entity, in which it is not the surviving entity or

          (ii) directly or indirectly make or pay any cash dividends or make any
     distributions on any of its equity securities.

     10.  Governing  Law.  This Note shall be  governed  by, and  construed  and
interpreted in accordance  with,  the laws of the State of Texas.  Venue for any
action arising out of this Note shall lie exclusively in Dallas County, Texas.

     11.  Permitted  Transfer or Assignment  by Holder.  The holder of this Note
may not  transfer  or assign to any person or entity all or any  portion of this
Note unless, prior to any transfer or assignment,  the holder of this Note gives
written notice to the Maker of such holder's proposal to effect such transfer or
assignment,  together with such information and other written  assurances as the
Maker may reasonably request with respect to the proposed transfer or assignment
and the proposed  transferee or assignee.  The Maker and the holder of this Note
acknowledge that the foregoing  condition is intended only to ensure  compliance
with  the  provisions  of the  Securities  Act of  1933,  as  amended,  and  any
applicable  state  securities  laws in respect of the transfer or  assignment of
this Note.


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<PAGE>

     12.  Successors and Assigns.  This Note shall be binding upon the Maker and
its  successors,  and shall inure to the benefit of the Payee and its successors
and  permitted  assigns.  The Maker shall not assign its  obligations  hereunder
without the prior written consent of the Payee.

     13.  Notices. Any notice,  request, demand or other communication permitted
or required to be given pursuant to this Note shall be in writing, shall be sent
by one of the  following  means to the  addressee at the address set forth below
(or at such other  address  as shall be  designated  hereunder  by notice to the
other parties  receiving  copies,  effective  upon actual  receipt) and shall be
deemed  conclusively to have been given: (a) on the first business day following
the day timely  deposited  with Federal  Express (or other  equivalent  national
overnight  courier) or United  States  Express  Mail,  with the cost of delivery
prepaid;  (b) on the fifth business day following the day duly sent by certified
or registered United States mail,  postage prepaid and return receipt requested;
or (c) when otherwise actually  delivered to the addressee.  If a written notice
or signed  item is  expressly  required  by another  provision  of this Note,  a
manually  signed  original  must be  delivered by the party giving it. Any other
notice,  request,  demand or other communication also may be sent by telegram or
facsimile,   with  the  cost  of  transmission  prepaid,  and  shall  be  deemed
inclusively  to have  been  given on the day duly  sent.  Copies  may be sent by
regular  first-class mail, postage prepaid,  to the parties set forth below, but
any failure or delay in sending copies shall not affect the validity of any such
notice,  request,  demand  or other  communication  so  given  to a  party.  The
addresses of the parties are as follows:

          (i)  If to the Maker:

                                 MedSolutions, Inc.
                                 12750 Merit Drive
                                 Park Central VII, Suite 770
                                 Dallas, Texas  75251
                                 Attention:  Matthew H. Fleeger
                                 Fax: (972) 931-2250

          (ii) If to the Payee:

               From Sept. 1-May 31         ----------------------------
                                           ----------------------------
                                           Attention:
                                                     ------------------
                                           Fax: (   )
                                               ------------------------

               From June 1-Aug. 31         ----------------------------
                                           ----------------------------
                                           Attention:
                                                     ------------------
                                           Fax: (   )
                                               ------------------------


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<PAGE>

     14.  Severability.  In case any  provision  of this Note shall be  invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

     15.  Amendments and Waivers.  This Note may be amended only with the mutual
consent of the Payee and the Maker.  No amendment or waiver or  modification  of
this Note shall be effective  unless in writing and signed by both the Maker and
the Payee.

     16.  WAIVER OF JURY TRIAL.  THE MAKER  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVES (TO THE EXTENT  PERMITTED BY APPLICABLE  LAW) ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY OF ANY  DISPUTE  ARISING  UNDER OR  RELATING TO THIS
NOTE AND AGREES  THAT ANY SUCH  DISPUTE  SHALL,  AT THE OPTION OF THE PAYEE,  BE
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.


                                           MEDSOLUTIONS, INC.



                                      By:   /s/ Matthew H. Fleeger
                                           -------------------------------------
                                    Name:  Matthew H. Fleeger
                                   Title:  President and Chief Executive Officer





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