Exhibit 10.3


 


PROMISSORY NOTE


 


	
  $500,000

  	
  San Diego, California

  
	
   

  	
  November 10, 2008

  



 


 


FOR VALUE RECEIVED,
the undersigned (“Borrower”) hereby unconditionally promises to pay to the
order of FAVRILLE, INC., a
Delaware corporation (the “Company”), in lawful money of the United States of
America and in immediately available funds, the principal sum of Five Hundred
Thousand Dollars ($500,000) together with interest accrued from the date hereof
on the unpaid principal at the applicable federal rate of interest per annum,
or the maximum rate permissible by law (which under the laws of the State of
California shall be deemed to be the laws relating to permissible rates of
interest on commercial loans), whichever is less, on the basis of a three
hundred sixty-five (365) day year. 
Interest shall be compounded annually and shall be payable in arrears on
the Maturity Date (as defined below).


 


The outstanding principal amount hereunder and all accrued interest
thereon shall be due and payable in full on March 31, 2009 (“Maturity Date”),
provided that if, prior to the
Maturity Date, Borrower and Company have consummated the merger (the “Merger”)
contemplated by that certain Agreement and Plan of Merger and Reorganization
dated November 8, 2008 (the “Merger Agreement”), by and among the Company,
Montana Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company and Borrower, the principal and interest shall
automatically be treated as a contribution of capital from Company to Borrower
and this Note will be fully discharged. 
Prior to the Maturity Date, if, other than due to a material breach by
Company of the Merger Agreement, the parties terminate the Merger Agreement
without closing the Merger, then this Note shall be accelerated in full and all
unpaid principal and accrued interest hereunder shall become due and payable
effective as of the date of the termination of the Merger Agreement.


 


This Note may be prepaid at any time without penalty.  All money paid toward the satisfaction of
this Note shall be applied first to the payment of interest as required
hereunder and then to the retirement of the principal.


 


Borrower hereby represents and agrees that the amounts due under this
Note are not consumer debt, and are not incurred primarily for personal, family
or household purposes, but are for business and commercial purposes only.


 


Borrower hereby waives presentment, protest and notice of protest,
demand for payment, notice of dishonor and all other notices or demands in
connection with the delivery, acceptance, performance, default or endorsement
of this Note.


 


The holder hereof shall be entitled to recover, and Borrower agrees to
pay when incurred, all costs and expenses of collection of this Note, including
without limitation, reasonable attorneys’ fees.


 


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This Note shall be governed by, and construed, enforced and interpreted
in accordance with, the laws of the State of California, as applied to
agreements among California residents, made and to be performed entirely within
the State of California, without giving effect to conflicts of laws principles.


 


The terms and conditions of this Note shall inure to the benefit of and
be binding upon the respective successors and assigns of the parties hereto. Nothing
in this Note, expressed or implied, is intended to confer upon any third party
any rights, remedies, obligations, or liabilities under or by reason of this
Note, except as expressly provided in this Note.


 


If one or more provisions of this Note are held to be unenforceable
under applicable law, such provision(s) shall be excluded from this Note
and the balance of this Note shall be interpreted as if such provision(s) were
so excluded and shall be enforceable in accordance with its terms.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MYMEDICALRECORDS.COM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert H. Lorsch

  
	
   

  	
  Name:

  	
  Robert H.
  Lorsch

  
	
   

  	
  Title:

  	
  CEO

  



 


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