Unassociated Document


    PRIMACARE
      CORPORATION

     

    PROMISSORY
      NOTE

     

    U.S.
      $300,000 Henderson, Nevada, January 22, 2008

     

    1.  GENERAL. FOR
      VALUE RECEIVED, PRIMACARE CORPORATION, a Florida
      corporation (“Payor”), does hereby covenant and promise to pay to the
      order of BLUEWATER PARTNERS S.A., a Panama corporation, or its
      assigns or successors (“Payee”), in legal tender of the United States,
      the sum of Three Hundred Thousand Dollars ($300,000.00), or so much thereof
      as
      maybe outstanding, plus interest as calculated below, which shall be due and
      payable upon the following terms and conditions contained in this promissory
      note (this “Note”).

     

    2.  Term.  This
      Note shall mature on the fifth anniversary of the date of this Note
      (the “Maturity Date”).

     

    3.  Payment
      Terms.  The entire outstanding unpaid
      principal balance, plus all accrued interest thereon (collectively, the
“Obligations”), shall be due and payable on the Maturity
      Date.  The Obligations shall be payable by wire transfer of
      immediately available funds to the account of Payee or by certified or official
      bank check payable to Payee delivered to Payee at the address of Payee as set
      on
      the records of Payee or such other business address as shall be designated
      in
      writing by Payee.

     

    4.  Prepayment.  The
      Payor may prepay the outstanding principal amount of this Note and any accrued
      interest or Obligation, in whole or in part at any time without
      penalty.

     

    5.  Interest.  Interest
      shall accrue on the outstanding principal balance the London Interbank Offered
      Rate for six months U.S. dollar deposits as published in the “Money Rates”
column of the local edition of The Wall Street Journal (“LIBOR”) plus three
      percentage points (3%) per annum compounded annually, calculated on the basis
      of
      a 365-day year based upon the actual number of days
      lapsed.  Notwithstanding the foregoing, upon an Event of Default (as
      defined below), this Note shall bear interest on and after the date of such
      Event of Default pursuant to Section 7.b below.

     

    6.  Application
      of Payments. All payments made hereunder shall be
      applied first to accrued interest, and then to principal or in such other order
      or proportion as the Payee of this Note may elect.

     

    7.  Default:

     

    a.  Each
      of
      the following events shall constitute an “Event of Default”:

     

    i.  The
      Payor’s failure to pay to the Payee any of the Obligations when and as due under
      this Note, if such failure continues for a period of at least five (5) Business
      Days;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ii.  The
      Payor: (1) applies for or consents to the appointment of a receiver, trustee,
      custodian or liquidator of it or any of its property, (2) files a voluntary
      petition in bankruptcy; (3) files an answer
      seeking reorganization or an arrangement with creditors; (4) otherwise seeks
      to
      take advantage of any bankruptcy, reorganization, insolvency, readjustment
      of
      debt, dissolution, liquidation or other similar laws or statutes; (5) files
      any
      answer admitting the material allegations of a petition filed against it in
      any
      proceeding under any such laws identified in subsection 7.a.ii(4), or (6) makes
      a general assignment for the benefit of its creditors;

    
       

    

    iii.  There
      shall be filed against the Payor an involuntary petition seeking reorganization
      of the Payor or the appointment of a receiver, trustee, custodian or liquidator
      of the Payor or a substantial part of its assets, or an involuntary petition
      under any bankruptcy, reorganization or insolvency law or any jurisdiction,
      whether now or hereafter in effect (any of the foregoing petitions being
      hereinafter referred to as an “Involuntary Petition”) and such
      Involuntary Petition shall not have been dismissed within ninety (90) days
      after
      it was filed.

     

    iv.  There
      is
      a Change of Control of the Payor.  For purposes of this Note, the term
“Change of Control” means any of the following events, unless the transaction is
      a non-taxable mere change in corporate form of Payor: (1) all or substantially
      all of the Payor’s assets are sold or otherwise transferred; (2) a majority of
      voting control or, whether or not a single person holds such voting control,
      of
      the Payor is transferred or otherwise sold to any person; or (3) the Payor
      is
      merged (whether by pooling or any other accounting form) with another entity
      or
      entities or otherwise alters its form or capital structure and the persons
      holding a majority of voting control of the Payor before the transaction no
      longer hold such voting control of the surviving entity, regardless of whether
      the form of control by the third party is by contract, stock interest, or the
      existence of rights convertible into stock or other securities that would
      effectively control the Payor if exercised; or

     

    b.  Default
      Interest.  Upon an Event of Default, and unless and until
      cured, the rate of interest accruing on the unpaid principal balance shall
      be
      LIBOR plus 5%, independent of whether the Payee of this Note elects to
      accelerate the unpaid principal balance as a result of such
      default.

     

    c.  Remedies
      on Event of Default.  Upon an Event of Default and at any
      time thereafter during the continuance of such Event of Default, at the election
      of the Payee, the Obligations shall immediately become due and payable, without
      notice, presentment, demand, or protest, all of which are hereby expressly
      waived.  In case any one or more Events of Default shall occur and be
      continuing and acceleration of this Note shall have occurred, the Payee may,
      inter alia, proceed to protect and enforce its rights by an action at
      law, suit in equity or other appropriate proceeding, whether for the specific
      performance of any agreement contained in this Note, or for an injunction
      against a violation of any of the terms hereof or thereof or in and of the
      exercise of any power granted hereby or thereby or by law.  No right
      conferred upon the Payee hereby shall be exclusive of any other right referred
      to herein or hereafter available at law, in equity, by statute or
      otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.  Transfer,
      Exchange or Replacement of Note.

     

    a.  Transfer.  Except
      as provided in Section 10.h, this Note may not be transferred without the
      express written consent of the Payor.  If this Note is to be
      transferred, the Payee shall surrender this Note to the Payor, whereupon the
      Payor will issue and deliver upon the order of the Payee a new Note, registered
      as the Payee may request, representing the outstanding principal being
      transferred by the Payee and, if less then the entire outstanding principal
      is
      being transferred, a new Note to the Payee representing the outstanding
      principal not being transferred.  The Payee and any assignee, by
      acceptance of this Note, acknowledge and agree that, by reason of the provisions
      for prepayment as provided in Section 4, the outstanding principal represented
      by this Note may be less than the principal stated on the face of this
      Note.

     

    b.  Exchange.
      The Payee may, at its option, in person or by duly authorized attorney,
      surrender this Note for exchange, at the principal business office of the Payor,
      and receive in exchange therefor, a new Note in the same principal amount as
      the
      unpaid principal amount of this Note, each such new Note to be dated as of
      the
      date of this Note and to be in such principal amount as remains
      unpaid.

     

    c.  Replacement.  Upon
      receipt by the Payor of evidence satisfactory to it of the loss, theft,
      destruction, or mutilation of this Note and (in the case of loss, theft or
      destruction) of an indemnity reasonably satisfactory to it, and upon surrender
      and cancellation of this Note, if mutilated, the Payor will deliver a new Note
      of like tenor in lieu of this Note.  Any Note delivered in accordance
      with the provisions of this Section 8 shall be dated as of the date of this
      Note.

     

    d.  No
      transfer by Payor.  This Note may be transferred by the Payor in
      the event of a Change of Control of the Payor in the event that the security
      for
      payment hereof is maintained.

     

    9.  Notices.  All
      notices, demands and requests of any kind to be delivered to any party in
      connection with this Note shall be in writing and shall be deemed to have been
      duly given if personally delivered, sent by facsimile or if sent by
      nationally-recognized overnight courier or by registered or certified mail,
      return receipt requested and postage prepaid, addressed as follows:

     

    if
      to the
      Payor:

     

    PrimaCare
      Corporation

    2501
      N.
      Green Valley Parkway, Suite 111

    Henderson,
      NV  89014

    Attention:  Ashvin
      Mascarenhas, President

    Facsimile:

    


    (with
      a
      copy to)

    


    Foley
      & Lardner LLP

    100
      N.
      Tampa St., Suite 2700

    Tampa,
      FL  33602

    Attention:  Martin
      Traber, Esq.

    Facsimile:  (813)
      221-4210

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    if
      to the
      Payee:

     

    Bluewater
      Partners S.A.

    222
      Old
      Prospect Road

    Grand
      Cayman, Cayman Islands KY1-1206

    Attention:  Myron
      Gushlak, Managing Director

    Facsimile:  (345)
      947-5054

    


    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other parties hereto in writing in accordance with the provisions of
      this
      Section.  Any such notice or communication shall be deemed to have
      been received (i) in the case of personal delivery, on the date of such
      delivery, (ii) in the case of facsimile, when receipt is confirmed, (iii) in the
      case of nationally-recognized overnight courier, on the next business day after
      the date when sent and (iv) in the case of mailing, on the third business day
      following that on which the piece of mail containing such communication is
      posted.

     

    10.  Miscellaneous

     

    a.  Extension
      of Maturity.  Should the Obigations become due and payable on
      other than a Business Day, the Maturity Date shall be extended to the next
      succeeding Business Day.  For the purposes of this Note, a Business
      Day shall be any day that is not a Saturday, Sunday or legal holiday in the
      State of Florida.

     

    b.  Attorneys’
      and Collection Fees.  Should the Payee retain counsel to enforce
      Payor’s obligations hereunder, whether or not suit is instituted, the Payor
      agrees to pay, in addition to the Obligations, all reasonable costs of
      collection, including reasonable attorneys’ and professionals’ fees and
      expenses, incurred by the Payee in collecting or enforcing this
      Note.

     

    c.  Amendments
      and Waivers.  This Note may be amended, and any provision hereof
      may be waived, only with the express written consent of the Payor and the
      Payee.

     

    d.  Choice
      of Law and Consent to Venue and Jurisdiction. This Note shall be governed,
      construed and enforced in accordance with the laws of the State of
      Florida.  The Payee consents to the sole and exclusive jurisdiction
      and venue of the courts of the State of Florida, exclusive of its choice of
      law
      provisions, and to the jurisdiction and venue in a court of competent
      jurisdiction in and for Hillsborough County, Florida.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    e.  Waiver
      of Jury Trial:  PAYOR AND PAYEE HEREBY KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY
      JURY
      IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
      CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
      CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
      (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  THIS
      PROVISION IS A MATERIAL INDUCEMENT FOR PAYOR AND HOLDER ENTERING INTO THIS
      AGREEMENT.

     

    f.  Invalidity
      of Any Part.  If any provisions or part of any provision of this
      Note shall for any reason be held invalid, illegal, or unenforceable in any
      respect, such invalidity, illegality or unenforceability shall not affect any
      other provisions or the remaining part of any effective provisions of this
      Note,
      and this Note shall be construed as if such invalid, illegal or unenforceable
      provision or part thereof had never been contained herein, but only to the
      extent of its invalidity, illegality or unenforceability.

     

    g.  Time.  Time
      is of the essence hereunder.

     

    h.  Binding
      nature.  This Note is binding on the parties and their successors
      and assigns.  Without limiting the foregoing, Payor acknowledges and
      agrees that Payee’s estate, personal representatives, executors and
      beneficiaries shall, upon Payee’s death, succeed to all of his rights and
      entitlements hereunder and to enforce the other terms and conditions
      herein.  For the avoidance of doubt, any place in this agreement where
      the word “Payee” appears it shall include any person who shall be a holder of
      this Note.

     

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      of page intentionally left blank]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Payor has caused this Note to be duly executed by
      its duly authorized officer as of the date first written above, and the parties
      agree to be bound by the terms and conditions contained herein.

     

    PRIMACARE
      CORPORATION

    


    


    By:       /s/
      Ashvin Mascarenhas                                                

    Name:  Ashvin
      Mascarenhas

    Title:     President

    


     

    


     

    


     

    


     

    FOR
      VALUE RECEIVED and in consideration for and as an inducement to Payee
      to extend to the Payor the debt for which this Note is issued, Ashvin
      Mascarenhas (the “Guarantor”), hereby guarantees to Payee the full,
      complete, and timely payment of all amounts owing from time to time by Payor
      to
      Payee under this Note.  This Guaranty is absolute and
      unconditional.  Guarantor waives all rights to notice in connection
      with this Guaranty, including, but not limited to, notice of acceptance of
      this
      Guaranty by Payee.  Guarantor agrees that, with or without notice to
      Guarantor, the Payee may at any time, either with or without consideration,
      agree to any amendment, modification or assignment of the terms of this
      Note.  This Guaranty shall bind and inure to the benefit of the
      respective heirs, personal representatives, successors and assigns of
      Guarantor.

     

    GUARANTOR:

     

    


     

    


        /s/
      Ashvin
      Mascarenhas          


    Ashvin
      Mascarenhas