4% Secured Promissory Note



 Exhibit 10.01 
 THIS SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”). THIS LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS SECURED PROMISSORY NOTE. 
 AMHN, INC. 
 SECURED PROMISSORY NOTE 
 Due: June 30, 2010 
  

			
	Burbank, California	 	$800,000.00
	April 1, 2010	 	

 FOR VALUE RECEIVED, upon the terms and subject to the conditions set forth in this secured
promissory note (this “Note”), AMHN, INC., a Utah corporation with its principal place of business at 100 North First Street, Suite 104, Burbank, California 91502 (the “Company”), absolutely and unconditionally promises to pay to
the order of SEATAC DIGITAL RESOURCES, INC. (the “Payee” or “Holder”), upon due presentation and surrender of this Note, on June 30, 2010 (the “Maturity Date”), the principal base amount of EIGHT HUNDREDTHOUSAND
DOLLARS ($800,000) (“Principal Base Amount”), plus any and all additional advances made to the Company as recorded on Exhibit 1 attached hereto (“Aggregated Principal Amount”), together with accrued interest as hereinafter
provided on the outstanding Aggregated Principal Amount remaining unpaid from time to time. This Note is issued in connection with a certain Note Purchase Agreement, of even date herewith, between the Company and the Holder (the “Note Purchase
Agreement”), all terms of which are incorporated herein by this reference and hereby made a part of this Note. Capitalized terms not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement. By its acceptance of
this Note, the Holder agrees to be bound by the terms of the Note Purchase Agreement. 
 ARTICLE I 
 PAYMENT OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT 
 1.1 Payment of Principal. Payment of the Aggregated Principal Amount of this Note (and any interest accrued thereon) shall be made in U.S. dollars in immediately available funds. This Note may be
prepaid at any time so long as the Aggregated Principal Amount and interest due through the Maturity Date of the Note are paid. 
 1.2 Payment of Interest. Simple interest shall accrue on the unpaid portion of the Aggregated Principal Amount from time to time outstanding at the rate of four percent (4%) per annum (the “Stated Interest Rate”), and
become payable to the Payee on the Maturity Date. Interest shall be paid in U.S. dollars in immediately available funds. 
 1.3
Payment on Non-Business Days. If the outstanding Aggregated Principal Amount and accrued but unpaid interest under this Note becomes due and payable on a Saturday, Sunday or public holiday under the laws of the State of California, the due
date hereof shall be extended to the next succeeding full business day and interest shall be payable at the rate of four (4%) percent per annum during such extension. All payments received by the Holder shall be applied first to the payment of
all accrued interest payable hereunder. 
 1.4 Automatic Extension. The Company and the Holder agree that the Note will
automatically renew on the Maturity Date for additional ninety (90) day periods (the “Extended Maturity Date”) unless ten (10) days prior to the Extended Maturity Date the Holder provides written notice to the Company of its intent not to
renew. 







 1.5 Late Fee. In the event any payment of the Aggregated Principal Amount or interest
or both shall remain unpaid for a period of ten (10) days or more after the due date thereof, a one-time late charge equivalent to six percent (6%) of each unpaid amount shall be charged. 
 1.6 Adjustment of Stated Interest Rate. 
 (a) After an Event of Default and acceleration of the Maturity Date by the Holder, the Stated Interest Rate shall be adjusted to a rate of ten percent (10%) per annum, subject to the limitations of
applicable law. 
 (b) Regardless of any other provision of this Note or other Transaction Document, if for any reason the
interest paid should exceed the maximum lawful interest, the interest paid shall be deemed reduced to, and shall be, such maximum lawful interest, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of
the Aggregated Principal Amount of this Note and not to the payment of interest, and (ii) if the loan evidenced by this Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the
Aggregated Principal Amount of this Note or the refunding of excess to be a complete settlement and a quittance thereof. 
 ARTICLE II 
 SECURITY 
 The obligations of the Company under this Note are secured pursuant to a security interests on assets, tangible and intangible, of the Company granted by the Company to the Holder pursuant to a security
agreement of even date herewith and a stock pledge agreement referred to in the Note Purchase Agreement. In addition, America’s Minority Health Network, Inc., a Delaware corporation, a subsidiary of the Company (“Subsidiary”), has
executed in favor of the Holder a certain guaranty agreement, dated of even date herewith, guaranteeing the full and unconditional payment when due of the amounts payable by the Company to the Holder pursuant to the terms of this Note. The
obligations of the Subsidiary under its guaranty agreement are secured pursuant to security interests in the assets, tangible and intangible, of the Subsidiary granted by the Subsidiary to the Holder pursuant to a security agreement of even date
herewith referred to in the Note Purchase Agreement. 
 ARTICLE III 
 MISCELLANEOUS 
 3.1 Default. Upon the occurrence of any one or more of the Events of Default specified or referred to in the Note Purchase Agreement all amounts then remaining unpaid on this Note may be declared to be immediately due and payable as
provided in the Note Purchase Agreement. 
 3.2 Collection Costs. Should all or any part of the indebtedness represented
by this Note be collected by action at law, or in bankruptcy, insolvency, receivership or other court proceedings, or should this Note be placed in the hands of attorneys for collection after default, the Company hereby promises to pay to the
Holder, upon demand by the Holder at any time, in addition to the outstanding Aggregated Principal Amount and all (if any) other amounts payable on or in respect of this Note, all court costs and reasonable attorneys’ fees and other collection
charges and expenses incurred or sustained by the Holder. 
 3.3 Rights Cumulative. The rights, powers and remedies given
to the Payee under this Note shall be in addition to all rights, powers and remedies given to it by virtue of the Note Purchase Agreement, any document or instrument executed in connection therewith, or any statute or rule of law. 
  

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 3.4 No Waivers. Any forbearance, failure or delay by the Payee in exercising any
right, power or remedy under this Note, the Note Purchase Agreement, any documents or instruments executed in connection therewith or otherwise available to the Payee shall not be deemed to be a waiver of such right, power or remedy, nor shall any
single or partial exercise of any right, power or remedy preclude the further exercise thereof. 
 3.5 Amendments in
Writing. No modification or waiver of any provision of this Note, the Note Purchase Agreement or any documents or instruments executed in connection therewith shall be effective unless it shall be in writing and signed by both parties, and any
such modification or waiver shall apply only in the specific instance for which given. 
 3.6 Governing Law. This Note
and the rights and obligations of the parties hereto, shall be governed, construed and interpreted according to the laws of the State of California, wherein it was negotiated and executed. IN ANY LAWSUIT IN CONNECTION WITH THIS NOTE, THE UNDERSIGNED
CONSENTS AND AGREES THAT THE STATE AND FEDERAL COURTS WHICH SIT IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES SHALL HAVE EXCLUSIVE JURISDICTION OF ALL CONTROVERSIES AND DISPUTES ARISING HEREUNDER. THE COMPANY WAIVES THE RIGHT IN ANY LITIGATION
ARISING HEREUNDER WITH THE PAYEE (WHETHER OR NOT ARISING OUT OF OR RELATING TO THIS NOTE) TO TRIAL BY JURY. 
 3.7
Successors. The term “Payee” and “Holder” as used herein shall be deemed to include the Payee and its successors, endorsees and assigns. 
 3.8 Notices. All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered either personally or by a nationally recognized courier
service marked for next business day delivery or sent in a sealed envelope by first class mail, postage prepaid and either registered or certified, addressed as follows: 
  

	 	(a)	if to the Company: 

 Mr. Robert Cambridge, Chief Executive Officer 
 AMHN, Inc. 
 100 North First Street, Suite 104 
 Burbank, CA 91502 
 Phone:  (424) 239-6781 
 Fax:  (707) 444-6619 
  

	 	(b)	if to the Holder: 

 Ms. Robin Tjon, President 
 Seatac Digital Resources, Inc. 
 555 H Street, Suite G 
 Eureka, CA 95501 
 Phone:   (707) 444-6617 
 Fax:  (707) 444-6619 
 (or at such other address as the Holder may have furnished in writing to the Company) 
 3.9 Certain Waivers. The Company hereby irrevocably waives notice of acceptance, presentment, notice of nonpayment, protest, notice of protest, suit and all other conditions precedent in

  

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connection with the delivery, acceptance, collection and/or enforcement of this Note or any collateral or security therefor. To the extent it may lawfully do so, the Company hereby agrees not to
insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action
or proceeding that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. 
 3.10 Mutilated, Lost, Stolen or Destroyed Notes. In case this Note shall be mutilated, lost, stolen or destroyed, the Company shall issue and deliver in exchange and substitution for and upon cancellation of the mutilated Note, or in
lieu of and substitution for the Note, mutilated, lost, stolen or destroyed, a new Note of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction
and an indemnity, if requested, also satisfactory to it. 
 3.11 Transfer and Assignment. The Holder may transfer or
assign this Note without the consent of the Company. The Company may not transfer or assign this Note or its obligations hereunder without the consent of the Holder. 
 3.12 Issue Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of this Note pursuant thereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.

 3.13 No Rights as Shareholder. Nothing contained in this Note shall be construed as conferring upon the Payee, prior
to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any other
rights as a shareholder of the Company. 
 3.14 No Conflict with Bylaws. The Company asserts that nothing contained in this Note
conflicts with the Company’s bylaws. 
 (Signature page follows) 
  

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 IN WITNESS WHEREOF, AMHN, Inc. has caused this Note to be signed by its Chief Executive
Officer and to be dated the day and year first above written. 
  

			
	AMHN, INC.
		
	By:	 	 /s/ Robert Cambridge

		 	     Robert Cambridge
		 	     Chief Executive Officer


  

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 EXHIBIT 1 
 AGGREGATED PRINCIPAL AMOUNT 
  

				
	 Date of Advance
	  	Amount of Advance
		
	 June 1, 2009
	  	$	100,000
	 July 21, 2009
	  	$	100,000
	 September 2, 2009
	  	$	100,000
	 October 7, 2009
	  	$	100,000
	 November 4, 2009
	  	$	100,000
	 November 20, 2009
	  	$	50,000
	 December 31, 2009
	  	$	50,000
	 January 22, 2010
	  	$	50,000
	 February 1, 2010
	  	$	50,000
	 March 1, 2010
	  	$	50,000
	 March 31, 2010
	  	$	50,000

  

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 ANNEX I 
 ASSIGNMENT 
 For value received, the undersigned
hereby assigns subject to the provisions of Section 12.4 of that certain Note Purchase Agreement, dated as of April 1, 2010, of AMHN, Inc., a Utah corporation (the “Company”), as may be amended or modified from time to time, to
             $             Aggregated Principal Amount of and
$             in accrued but unpaid interest under the 4% Secured Promissory Note due June 30, 2010 evidenced hereby and hereby irrevocably appoints
             attorney to transfer the Note (or such portion thereof) on the books of the within named corporation with full power of substitution in the premises. 
  

			
	Dated:	 	  

	
	In the presence of: