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Exhibit 10.23    
    


PROMISSORY NOTE  



	Principal
 
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call/Coll
	 	Account
	 	Officer
	 	Initials

	$	5,000,000.00	 	11-04-2004	 	11-30-2009	 	0251649248	 	 	 	 	 	***	 	 




References
in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text
length limitations. 



	Borrower:	INTERNATIONAL MEDICATION SYSTEMS, LIMITED

1886 Santa Anita Avenue

South El Monte, CA 91733	 	Lender:	BANK OF THE WEST

Ninth & Valley #717

855 W. Valley Blvd.

Alhambra, CA 91803

(888) 457-2692





	Principal Amount: $5,000,000.00	 	Initial Rate: 4.860%	 	Date of Note: November 5th, 2004





PROMISE TO PAY.    INTERNATIONAL MEDICATION SYSTEMS, LIMITED ("Borrower") promises to pay to BANK OF THE WEST ("Lender"), or order, in lawful
money of the United States of America, the principal amount of Five Million & 00/100 Dollars ($5,000,000.00), together with interest on the unpaid principal balance from November 4,
2004, until paid in full.


PAYMENT.    Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 59 regular payments of $29,127.70 each and one
irregular last payment estimated at $4,468,519.55. Borrower's first payment is due December 31, 2004, and all subsequent payments are due on the last day of each month after that. Borrower's
final payment will be due on November 30, 2009, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required
by applicable law, payments will be applied first to any unpaid collection costs; then to any late charges; then to any accrued unpaid interest; and then to principal. The annual interest rate for
this Note is computed on a 365-360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in
writing.


VARIABLE INTEREST RATE.    The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the 6 month London Interbank Offered Rate (LIBOR) (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during
the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not
occur more often than each six months. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 2.360%. The interest rate to be
applied to the unpaid principal balance of this Note will be at a rate of 2.500 percentage points over the Index, resulting in an initial rate of 4.860%. NOTICE: Under
no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more
of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing
interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. 


PREPAYMENT.    Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not
be subject to refund upon early payment (whether voluntary or 







 



as
a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will
not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance
due and may result in Borrowers making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed
amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as
full satisfaction of a disputed amount must be mailed or delivered to: BANK OF THE WEST, Ninth & Valley #717, 855 W. Valley Blvd., Alhambra, CA 91803. 


LATE CHARGE.    If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of
the regularly scheduled payment.


INTEREST AFTER DEFAULT.    Upon default, the variable interest rate on this Note shall immediately increase to 7.500 percentage points
over the Index, if permitted under applicable law. 


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



Payment Default.    Borrower fails to make any payment when due under this Note. 



Other Defaults.    Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 


Default In Favor of Third Parties.    Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's
obligations under this Note or any of the related documents. 


Environmental Default.    Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any
environmental agreement executed in connection with any loan. 


False Statements.    Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note
or the related documents 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. 


Insolvency.    The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower'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 Borrower. 


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 Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of
Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with 



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Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 


Events Affecting Guarantor.    Any of the preceding events occurs with respect to Guarantor of any of the indebtedness or Guarantor dies or
becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. 


Change In Ownership.    Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. 


Adverse Change.    A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired. 


Insecurity.    Lender in good faith believes itself insecure. 




LENDER'S RIGHTS.    Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that amount. 


ATTORNEYS' FEES; EXPENSES.    Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay all court costs, in addition to all other sums provided by law. 



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.


GOVERNING LAW.    This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of California. This Note has been
accepted by Lender in the State of California.


CHOICE OF VENUE.    If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of the State of
California. 


COLLATERAL.    This loan is unsecured. 


FEES.    As a condition precedent to the effectiveness of the Note, Borrower agrees to pay lender a fee of $25,000.00. 


FEES FOR REIMBURSEMENT TO THE LENDER (REAL PROPERTY COLLATERAL).    As a condition precedent to the effectiveness of this Note, Borrower
agrees to reimburse the Lender in the amount of all escrow, recordation and appraisal fees, title guaranty and premiums, closing costs and all other out-of-pocket expenses
incurred by the Lender. 


SUCCESSOR INTERESTS.    The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns. 


GENERAL PROVISIONS.    Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any
other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, 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 Lender 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 Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also 


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agree
that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. 



PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE
NOTE.


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER:  


INTERNATIONAL MEDICATION SYSTEMS, LIMITED  



	By:	/s/  JACK YONGFENG ZHANG    

Jack Yongfeng Zhang, President of

INTERNATIONAL MEDICATION SYSTEMS, LIMITED	 	By:	/s/  PETE LANGOSH    

Pete Langosh, Secretary of

INTERNATIONAL MEDICATION SYSTEMS, LIMITED




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Exhibit 10.23