PROMISSORY
NOTE







	
      $70,000
	
      As
      of April 28, 2005

	 	
      New
      York, New York




 

Healthcare
Acquisition Corp. (the "Maker") promises to pay to the order of Derace L.
Schaffer, M.D. (the "Payee") the principal sum of Seventy Thousand Dollars and
No Cents ($70,000) in lawful money of the United States of America, on the terms
and conditions described below.




1.    Principal.
The
principal balance of this Note shall be repayable on the earlier of (i) April
28, 2006 or (ii) the date on which Maker consummates an initial public offering
of its securities.




2.    Interest.
No interest shall accrue on the unpaid principal balance of this
Note.




3.    Application
of Payments. All
payments shall be applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including (without limitation)
reasonable attorney's fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this
Note.




4.     Events
of Default. The
following shall constitute Events of Default:




(a)
 Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note
within five (5) business days following the date when due.




(b)
 Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such
debts

become
due, or the taking of corporate action by Maker in furtherance of any of the
foregoing.




(c)
 Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary case under
the Federal Bankruptcy Code, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or
ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days.























5.    Remedies.




(a)
 Upon the
occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the
principal amount of this Note, and all other amounts payable thereunder, shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary
notwithstanding.




(b)
 Upon the
occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee.




6.    Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any
property, real or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or

sale
under execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any
writ of execution issued hereon, may be sold upon any such writ in whole or in
part in any order desired by Payee.




7.    Unconditional
Liability. Maker
hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability of
any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Payee, and consents to any and all extensions of time, renewals, waivers, or
modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or
affecting their liability hereunder.




8.    Notices. Any
notice called for hereunder shall be deemed properly given if (i) sent by
certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery or (iv) sent by telefacsimile or (v) to the
following addresses or to such other address as either party may designate by
notice in accordance with this Section:























 



	
      If
      to Maker:

	
       
	 
	 	
      Healthcare
      Acquisition Corp.

	 	
      Attn:
      Matthew P. Kinley

	 	
      2116
      Financial Center

	 	
      666
      Walnut Street

	 	
      Des
      Moines, Iowa 50309

	 	
      Fax:
      (515) 244-2346

	 	 
	
      If
      to Payee:

	 	 
	 	
      Derace
      L. Schaffer, M.D.

	 	
      c/o
      The LAN Group

	 	
      3489
      Elmwood Avenue

	 	
      Rochester,
      New York 14610

	 	
      Fax:
      (585) 241-6580







Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
the date reflected on a signed delivery receipt, or (iv) two (2) Business Days
following tender of delivery or dispatch by express mail or delivery
service.




9.    Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE DOMESTIC, INTERNAL
LAW, BUT NOT THE LAW OF CONFLICT OF LAWS, OF THE STATE OF IOWA.




10.    Severability. Any
provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.




IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its President the day and year first above
written.

 


	 	 	 
	 	HEALTHCARE
      ACQUISITION CORP.
	 
 	 
 	 
 
		By:  	/s/ Matthew P.
    Kinley
	 	
      

      Name: Matthew P. Kinley
	 	Title:
President