Exhibit 10.16

                                 PROMISSORY NOTE
                                 ---------------

$488,149.03                                                        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 Ajit S. Brar,  an  individual  and  resident  of the State of Ohio (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 four
hundred eighty eight thousand and one hundred forty nine dollars and three cents
($488,149.03) (the "Principal  Amount"),  with simple interest at an annual rate
of ten per cent (10%).

     1.   This  Promissory  Note (the  "Note")  shall be due and  payable  in 25
monthly  payments  of  principal  and  interest  on the (7th) day of each month,
commencing  on July 7th,  2005,  and each in the amount of twenty  one  thousand
seven   hundred   eleven   dollars  and  forty  four  cents   ($21,711.44)   (an
"Installment"),  with the final Installment due on July 7th, 2007 (the "Maturity
Date");  provided,  that each such  Installment  shall be in the form of a check
delivered to an address 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:

          (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 ten (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,


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     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 un-dismissed, un-bonded or un-discharged.

     (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
Note  shall  bear  interest  at a rate per annum  equal to the lesser of (i) ten
percent (10%),  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


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<PAGE>

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 non-principal  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
non-usurious 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 non-usurious 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.

     8.   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.

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

     9.   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.

     10.  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:

                                 Ajit S Brar
                                 28340 Red Raven Road
                                 Pepper Pike, OH 44124
                                 216-591-1932

     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.

     17.  Acknowledgement  of Payee.  Payee hereby  acknowledges  that this Note
restates and supersedes in its entirety all of Maker's  outstanding  obligations
and liabilities  pursuant to those certain  promissory  notes issued by Maker to


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Payee (i) dated March 7, 2004 in the original principal amount of $500,000, (ii)
dated July 7, 2004 in the original  principal  amount of  $250,000,  (iii) dated
September  27, 2004 in the original  principal  amount of  $150,000,  (iv) dated
December  6,  2004 in the  original  principal  amount  of  $100,000,  (v) dated
February 14, 2005 in the original principal amount of $75,000, each of which has
been duly cancelled and returned to Maker by Payee as of the same date hereof.

                                           MEDSOLUTIONS, INC.



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



                             Agreed  to and Accepted this Date: __________, 2005

                                      By:   /s/ Ajit S. Brar
                                           -------------------------------------
                                           Ajit S. Brar












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