Exhibit 10.2  





PROMISSORY NOTE 


		
	$14,000,000.00	 	 	December 19, 2007






MTS MEDICATION
TECHNOLOGIES, INC.
 2003 Gandy Boulevard North, Suite 800
 St. Petersburg, Florida 33702
 (“Borrower”)  




WACHOVIA BANK, NATIONAL
ASSOCIATION
 225 Water Street
 Jacksonville, Florida 32202
 (“Bank”)  



Borrower promises to pay to the order
of Bank, in lawful money of the United States of America, the sum of FOURTEEN MILLION
AND NO/100 DOLLARS ($14,000,000.00) or such sum as may be advanced and outstanding
from time to time, with interest on the unpaid principal balance at the rate and on the
terms provided in this Promissory Note (including all renewals, extensions or
modifications hereof, this “Note”). 



LOAN AGREEMENT.   This Note is
subject to the provisions of that certain Loan Agreement between Bank and Borrower dated
as of even date herewith, as modified from time to time. 



LINE OF CREDIT.   Borrower may
borrow, repay and reborrow, and, upon the request of Borrower, Bank shall advance and
readvance under this Note from time to time until the maturity hereof (each an
“Advance” and together the “Advances”), so long as the total principal
balance outstanding under this Note at any one time does not exceed the
principal amount stated on the face of this Note, subject to the limitations
described in any loan agreement to which this Note is subject. Bank’s obligation to
make Advances under this Note may be suspended at Bank’s option if Borrower is
in Default. As of the date of each proposed Advance, Borrower shall be deemed to represent
that each representation made in the Loan Documents is true in all material respects as of
such date except for any representation that specifically relates to an earlier date, in
which case such representation shall be true in all material respects as of such earlier
date. 



Notwithstanding the foregoing,
availability under this Note shall be permanently reduced each January 31, April 30, July
31, and October 31, through maturity, commencing January 31, 2008 by $335,000.00. 



If Borrower subscribes to Bank’s
cash management services and such services are applicable to this line of credit, the
terms of such service shall control the manner in which funds are transferred between the
applicable demand deposit account and the line of credit for credit or debit to the line
of credit. 



USE OF PROCEEDS.  Borrower shall use
the proceeds of the loan evidenced by this Note for the commercial purposes of Borrower.  











SECURITY.  Borrower has
granted or will grant Bank a security interest in the collateral described in the Loan
Documents and such other security instruments as are executed from time to time,
including, but not limited to, personal property collateral described in that certain
Security Agreement, dated as of even date herewith. 



INTEREST RATE.   Interest shall
accrue on the unpaid principal balance of this Note from the date hereof at the LIBOR
Market Index Rate plus 1.75%, as that rate may change from day to day in accordance with
changes in the LIBOR Market Index Rate (“Interest Rate”). “LIBOR Market
Index Rate”, for any day, means the rate for 1 month U.S. dollar deposits as reported
on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a
London business day, then the immediately preceding London business day (or if not so
reported, then as determined by Bank from another recognized source or interbank
quotation). 



DEFAULT RATE.   In addition to
all other rights contained in this Note, if a Default (as defined herein) occurs and as
long as such Default continues, all outstanding Obligations, other than Obligations under
any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time)
between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus
3% (“Default Rate”). The Default Rate shall also apply from acceleration
until the Obligations or any judgment thereon is paid in full. 



INTEREST AND FEE(S) COMPUTATION
(ACTUAL/360).   Interest and fees, if any, shall be computed on the basis of a 360-day
year for the actual number of days in the applicable period (“Actual/360
Computation”). The Actual/360 Computation determines the annual effective yield by
taking the stated (nominal) rate for a year’s period and then dividing said rate by
360 to determine the daily periodic rate to be applied for each day in the applicable
period. Application of the Actual/360 Computation produces an annualized effective
interest rate exceeding the nominal rate. 



REPAYMENT TERMS.   This Note
shall be due and payable in consecutive monthly payments of accrued interest only,
commencing on December 31, 2007, and continuing on the last day of each month thereafter
until fully paid, and principal shall be paid so as to be in compliance with the reducing
availability under the loan evidenced by this Note, i.e. availability is permanently
reduced by $335,000.00 on each January 31, April 30, July 31, and October 31, through
maturity, commencing January 31, 2008. In any event, all principal and accrued interest
shall be due and payable on November 30, 2010. 



AUTOMATIC DEBIT OF CHECKING
ACCOUNT FOR LOAN PAYMENT.   Borrower authorizes Bank to debit demand deposit account
number 2000041065060 or any other account with Bank (routing number 063107513)
designated in writing by Borrower for payments due under this Note. Borrower further
certifies that Borrower holds legitimate ownership of this account and preauthorizes this
periodic debit as part of its right under said ownership. 



APPLICATION OF PAYMENTS.  
Monies received by Bank from any source for application toward payment of the Obligations
shall be applied to accrued interest and then to principal. If a Default occurs and as
long as such Default continues, monies may be applied to the Obligations in any manner or
order deemed appropriate by Bank. 




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If any payment received by Bank under
this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank
because of any adverse claim or threatened action, the returned payment shall remain
payable as an obligation of all persons liable under this Note or other Loan Documents as
though such payment had not been made. 



     DEFINITIONS.  
          Loan Documents.   The term “Loan Documents”, as used in this Note
          and the other Loan Documents, refers to all documents executed in connection
          with or related to the loan evidenced by this Note, and any letters of credit
          issued pursuant to any loan agreement to which this Note is subject, any
          applications for such letters of credit and any other documents executed in
          connection therewith or related thereto, and may include, without
          limitation, a loan agreement, this Note, guaranty agreements, security
          agreements, security instruments, financing statements, mortgage instruments,
          any renewals or modifications, whenever any of the foregoing are executed, but
          does not include swap agreements (as defined in 11 U.S.C. § 101, as in
          effect from time to time). Obligations. The term “Obligations”,
          as used in this Note and the other Loan Documents, refers to any and all
          indebtedness and other obligations under this Note, all other obligations under
          any other Loan Document(s), and all obligations under any swap agreements (as
          defined in 11 U.S.C. § 101, as in effect from time to time)
          between Borrower and Bank, or its affiliates, whenever executed. Certain
          Other Terms. All terms that are used but not otherwise defined in any of the
          Loan Documents shall have the definitions provided in the Uniform Commercial
          Code. 



LATE CHARGE.   If any payments
are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each
payment past due for 10 or more days. This late charge shall not apply to payments due at
maturity or by acceleration hereof, unless such late payment is in an amount not greater
than the highest periodic payment due hereunder. 



Acceptance by Bank of any late
payment without an accompanying late charge shall not be deemed a waiver of Bank’s
right to collect such late charge or to collect a late charge for any subsequent late
payment received. 



ATTORNEYS’ FEES AND OTHER
COLLECTION COSTS.   Borrower shall pay all of Bank’s reasonable expenses actually
incurred to enforce or collect any of the Obligations including, without limitation,
reasonable arbitration, paralegals’, attorneys’ and experts’ fees and
expenses actually incurred, whether incurred without the commencement of a suit, in any
trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy
proceeding. 



     USURY.    
          If at any time the effective interest rate under this Note would, but for this
          paragraph, exceed the maximum lawful rate, the effective interest rate under
          this Note shall be the maximum lawful rate, and any amount received by Bank in
          excess of such rate shall be applied to principal and then to fees and expenses,
          or, if no such amounts are owing, returned to Borrower. 




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     DEFAULT.  
          If any of the following occurs, a default (“Default”) under this Note
          shall exist: Nonpayment; Nonperformance. The failure of timely payment or
          performance of the Obligations or Default under this Note or any other Loan
          Documents beyond applicable cure period. False Warranty. A warranty or
          representation made or deemed made in the Loan Documents or furnished Bank in
          connection with the loan evidenced by this Note proves materially false, or if
          of a continuing nature, becomes materially false. Cross Default. At
          Bank’s option, any default in payment or performance of any obligation
          under any other loans, contracts or agreements of Borrower or any Subsidiary of
          Borrower. “Subsidiary” shall mean any business in which Borrower
          holds, directly or indirectly a controlling interest. Cessation;
          Bankruptcy. The dissolution of, termination of existence of, appointment of
          a receiver for, assignment for the benefit of creditors of, or commencement of
          any bankruptcy or insolvency proceeding by Borrower or any Subsidiary of
          Borrower, or an involuntary petition or complaint shall be filed against
          Borrower or any Subsidiary of Borrower seeking any of the foregoing actions and
          such petition or complaint shall not have been dismissed within 60 days after
          the filing thereof, or an order for relief shall be entered by a court of
          competent jurisdiction approving or ordering any of the foregoing actions.
          Material Capital Structure or Business Alteration. Without prior written
          consent of Bank, (i) a material alteration in the kind or type of
          Borrower’s business (provided, that this provision shall not
          restrict Borrower’s ability to make acquisitions); (ii) the sale of
          substantially all of the business or assets of Borrower or (iii) should Borrower
          enter into any merger or consolidation wherein Borrower is not the surviving
          entity. 



Notwithstanding anything contained
herein or in any of the other Loan Documents to the contrary, Borrower shall be entitled
to a thirty day period from the date of written notice from Bank to Borrower to cure any
“Non-Monetary Default” as that term is defined provided that such Non-Monetary
Default is not the result of the intentional action or inaction or gross negligence of
Borrower (in which event no notice is required from Bank and no cure period is
applicable). 



“Non-Monetary Default”
shall mean a failure by Borrower to duly keep, perform and observe, any covenant,
condition or agreement set forth in any of the Loan Documents other than an obligation to
pay a sum of money. 



REMEDIES UPON DEFAULT.   If a
Default occurs under this Note or any Loan Documents, Bank may at any time thereafter for
as long as such Default continues, take the following actions:  Bank Lien.
Foreclose its security interest or lien against Borrower’s deposit accounts and
investment property without notice. Acceleration Upon Default. Accelerate the
maturity of this Note and, at Bank’s option, any or all other Obligations, other than
Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect
from time to time) between Borrower and Bank, or its affiliates, which shall be due in
accordance with and governed by the provisions of said swap agreements; whereupon this
Note and the accelerated Obligations shall be immediately due and payable; provided,
however, if the Default is based upon a bankruptcy or insolvency proceeding commenced by
or against Borrower, subject to any applicable cure period, all Obligations (other than
Obligations under any swap agreement as referenced above) shall automatically and
immediately be due and payable. Cumulative. Exercise any rights and remedies as
provided under the Note and other Loan Documents, or as provided by law or equity. 



FINANCIAL AND OTHER
INFORMATION.   Borrower shall deliver to Bank such information as Bank may reasonably
request from time to time, including without limitation, financial statements and
information pertaining to Borrower’s financial condition. Such information shall be
true, complete, and accurate. 




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WAIVERS AND AMENDMENTS.   No
waivers, amendments or modifications of this Note and other Loan Documents shall be valid
unless in writing and signed by an officer of Bank. No waiver by Bank of any Default shall
operate as a waiver of any other Default or the same Default on a future occasion. Neither
the failure nor any delay on the part of Bank in exercising any right, power, or remedy
under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. 



Except to the extent otherwise
provided by the Loan Documents or prohibited by law, each Borrower and each other person
liable under this Note waives presentment, protest, notice of dishonor, demand for
payment, notice of intention to accelerate maturity, notice of acceleration of maturity,
notice of sale and all other notices of any kind. Further, each agrees that Bank may (i)
extend, modify or renew this Note or make a novation of the loan evidenced by this Note,
and/or (ii) grant releases, compromises or indulgences with respect to any collateral
securing this Note, or with respect to any Borrower or other person liable under this Note
or any other Loan Documents, all without notice to or consent of each Borrower and other
such person, and without affecting the liability of each Borrower and other such person;
provided, Bank may not extend, modify or renew this Note or make a novation of the loan
evidenced by this Note without the consent of the Borrower. 



MISCELLANEOUS PROVISIONS.  Assignment.   This
Note and the other Loan Documents shall inure to the benefit of and be binding upon the
parties and their respective successors and assigns. Bank’s interests in and rights
under this Note and the other Loan Documents are freely assignable, in whole or in part,
by Bank. In addition, nothing in this Note or any of the other Loan Documents shall
prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or
any interest therein to any Federal Reserve Bank. Borrower shall not assign its rights
and interest hereunder without the prior written consent of Bank, and any attempt by
Borrower to assign without Bank’s prior written consent is null and void. Any
assignment shall not release Borrower from the Obligations. Applicable Law; Conflict
Between Documents. This Note and, unless otherwise provided in any other Loan
Document, the other Loan Documents shall be governed by and interpreted in accordance
with federal law and, except as preempted by federal law, the laws of the state named in
Bank’s address on the first page hereof without regard to that state’s conflict
of laws principles. If the terms of this Note should conflict with the terms of any loan
agreement, the terms of this Note shall control. Borrower’s Accounts. Except
as prohibited by law, Borrower grants Bank a security interest in all of Borrower’s
deposit accounts and investment property with Bank and any of its affiliates. Swap
Agreements. All swap agreements (as defined in 11 U.S.C. § 101, as in effect
from time to time), if any, between Borrower and Bank or its affiliates are independent
agreements governed by the written provisions of said swap agreements, which will remain
in full force and effect, unaffected by any repayment, prepayment, acceleration,
reduction, increase or change in the terms of this Note, except as otherwise expressly
provided in said written swap agreements, and any payoff statement from Bank relating to
this Note shall not apply to said swap agreements except as otherwise expressly provided
in such payoff statement.  




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Jurisdiction. Borrower
irrevocably agrees to non-exclusive personal jurisdiction in the state named in the Bank’s
address on the first page hereof. Severability. If any provision of this Note or
of the other Loan Documents shall be prohibited or invalid under applicable law, such
provision shall be ineffective but only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this
Note or other such document. Notices. Any notices to Borrower shall be
sufficiently given, if in writing and mailed or delivered to the Borrower’s address
shown above or such other address as provided hereunder, and to Bank, if in writing and
mailed or delivered to Wachovia Bank, National Association, Mail Code VA7628, P. O. Box
13327, Roanoke, VA 24040 or Wachovia Bank, National Association, Mail Code VA7628, 10
South Jefferson Street, Roanoke, VA 24011 or such other address as Bank may specify in
writing from time to time. Notices to Bank must include the mail code. In the event that
Borrower changes Borrower’s address at any time prior to the date the Obligations
are paid in full, Borrower agrees to promptly give written notice of said change of
address by registered or certified mail, return receipt requested, all charges prepaid.
Plural; Captions. All references in the Loan Documents to Borrower, guarantor,
person, document or other nouns of reference mean both the singular and plural form, as
the case may be, and the term “person” shall mean any individual, person or
entity. The captions contained in the Loan Documents are inserted for convenience only
and shall not affect the meaning or interpretation of the Loan Documents. Advances. Bank
may, in its sole discretion, make other advances which shall be deemed to be advances
under this Note, even though the stated principal amount of this Note may be exceeded as
a result thereof. Posting of Payments. All payments received during normal banking
hours after 2:00 p.m. local time at the office of Bank first shown above shall be
deemed received at the opening of the next banking day. Fees and Taxes. Borrower
shall promptly pay all documentary, intangible recordation and/or similar taxes on this
transaction whether assessed at closing or arising from time to time. LIMITATION ON
LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY
ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR
ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY
CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT
BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT
SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY
EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR
WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR
CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR
OTHERWISE. Patriot Act Notice. To help fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account. For purposes of
this section, account shall be understood to include loan accounts. Final Agreement.
This Note and the other Loan Documents represent the final agreement between the
parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
agreements of the parties. There are no unwritten agreements between the parties.  




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WAIVER OF JURY TRIAL.   TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY EXECUTION HEREOF AND
BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO
BE EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS NOTE.
EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR
AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN
DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH,
RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS NOTE. 



IN WITNESS WHEREOF, Borrower,
on the day and year first above written, has caused this Note to be duly executed. 




	 	 	MTS MEDICATION TECHNOLOGIES, INC.

       A Delaware Corporation 
	 	 	 
	 	 	By:	___________________________________
	 	 	 	Michael P. Conroy,
 As its Chief Financial Officer







STATE OF  _________________ ) 

COUNTY OF ________________  ) 



        The
foregoing instrument was acknowledged before me on _____________, 2007, by Michael P.
Conroy, as the Chief Financial Officer of MTS MEDICATION TECHNOLOGIES, INC.,
a Delaware corporation on behalf of the corporation, ___ who is personally known to me, or
___ who has produced a driver’s license as identification. 



	 	
	 
		Nortary Public		 
	 	 	  	 
	 	Print Name:  	____________________________________	 
	 	Commission No.:  	____________________________________	 
	 	My Commission expires:   	____________________________________	 







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