amacore_8k-ex401.htm


    Exhibit
4.1

    


    PROMISSORY
NOTE

    


    
      
        	
                $1,312,500.00

              	
                Maitland,
      Florida

                June
      10, 2009

              


      

    

    


    
      1. Principal / Borrowers
Promise to Pay.

    

     

    FOR VALUE
RECEIVED, the undersigned, The Amacore Group, Inc., a Delaware corporation whose
address is 485 N. Keller Rd. Suite 450, Maitland, FL. 32751 (hereinafter
referred to as the "Borrower"), promises to pay to Howard Knaster, (hereinafter
referred to as the "Lender") whose address is 555 SW 12th Avenue, Suite 107
& Suite 120, Pompano Beach, Florida 33076, the principal sum One Million
Three Hundred Twelve Thousand Five Hundred Dollars ($1,312,500.00) with annual
interest thereon calculated in accordance with the terms and provisions provided
below. All sums owing under this Promissory Note are payable in lawful money of
the United States of America.

    


    2. Interest &
Payments.

    


    
      	
              (a)  

            	
              The
      principal balance in the amount of One Million Three Hundred Twelve
      Thousand Five Hundred Dollars (1,312,500), together with interest at a
      rate 3.25% per annum, shall be due and payable as
  follows:

            


    

    


    
      	
              (i)  

            	
              Two
      Hundred Forty Thousand Six Hundred Twenty Five & NO/100 Dollars
      ($240,625.00) together with the accrued interest thereon on September 1,
      2009;

            


    

    


    
      	
              (ii)  

            	
              Two
      Hundred Forty Thousand Six Hundred Twenty Five & NO/100 Dollars
      ($240,625.00) together with the accrued interest thereon on December 1,
      2009;

            


    

    


    
      	
              (iii)  

            	
              Two
      Hundred Forty Thousand Six Hundred Twenty Five & NO/100 Dollars
      ($240,625.00) together with the accrued interest thereon on March 1,
      2010;

            


    

    


    
      	
              (iv)  

            	
              Two
      Hundred Forty Thousand Six Hundred Twenty Five & NO/100 Dollars
      ($240,625.00) together with the accrued interest thereon on June 1,
      2010;

            


    

    


    
      	
              (v)  

            	
              Fifty
      Thousand and NO/100 Dollars ($50,000.00) together with the accrued
      interest thereon on September 1,
2010;

            


    

    


    
      	
              (vi)  

            	
              Fifty
      Thousand and NO/100 Dollars ($50,000.00) together with the accrued
      interest thereon on December 1,
2010;

            


    

    


    
      	
              (vii)  

            	
              Fifty
      Thousand and NO/100 Dollars ($50,000.00) together with the accrued
      interest thereon on March 1, 2011;

            


    

    


    
      	
              (viii)  

            	
              Fifty
      Thousand and NO/100 Dollars ($50,000.00) together with the accrued
      interest thereon on June 1, 2011;

            


    

    


    
      	
              (ix)  

            	
              Fifty
      Thousand and NO/100 Dollars ($50,000.00) together with the accrued
      interest thereon on September 1,
2011;

            


    

    


    
      	
              (x)  

            	
              Fifty
      Thousand and NO/100 Dollars ($50,000.00) together with the accrued
      interest thereon on December 1, 2011;
&

            


    

    


    
      	
              (xi)  

            	
              Fifty
      Thousand and NO/100 Dollars ($50,000.00) together with the accrued
      interest thereon together with all outstanding and accrued interest on
      March 1, 2012.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              (b)  

            	
              All
      amounts required to be paid under this Promissory Note shall be payable to
      the Lender at 555 SW 12th Avenue, Suite 107 & Suite 120, Pompano
      Beach, Florida 33076, or at another place as Lender, from time to time,
      may designate in writing.

            


    

    


    
      	
              (c)  

            	
              The
      Parties agree that the first and second payments prescribed herein shall
      be designated as “Primary Note Payments”.  The Parties agree
      that third and fourth payments prescribed herein shall be designated as
      “Secondary Note Payments.”  The Parties agree that the first,
      second, third, and fourth payments prescribed herein shall be designated
      as “Note Payments”.  The Parties agree that all payments not
      designated as Note Payments shall be designated as “Non-Note
      Payments”.

            


    

    


    
      	
              (d)  

            	
              Interest
      calculations shall be based on a 365-day
year.

            


    

    


    
      3. Maturity Date &
Prepayment.

    

     

    
      	
               
      

            	
              (a)
      The entire principal balance of this Promissory Note, together with all
      accrued and unpaid interest and fees, shall be due and payable on March,
      1, 2012 (hereinafter referred to as the "Maturity
  Date").

            


    

    


    
      	
               
      

            	
              (b)
      The Borrower hereof shall have the right and privilege to prepay this
      Promissory Note in whole or in part without penalty. Payments shall be
      applied first to the balance of principal and then the payment of
      interest.

            


    

    


    4. Late Payment and
Acceleration.

    


    
      	
              (a)  

            	
              In
      the event a Note Payment due hereunder is received by Lender more than
      five (5) days, but less than fifteen (15) days after the same is due, a
      late charge in the amount of five percent (5%) of the late payment
      (“Preliminary Penalty”) shall be due and payable immediately with said
      late payment. In the event a Note Payment due hereunder is received more
      than fifteen (15), but less than thirty (30) days late, a late charge in
      the amount of ten percent (10%) of the late payment (“Secondary Penalty”)
      shall be due and payable immediately with said late
      payment.  The Preliminary Penalty and the Secondary Penalty
      shall not be cumulative.  In the event a Note Payment due
      hereunder is received more than thirty (30), but less than forty five (45)
      days late, the Lender shall be entitled to a default judgment for the
      amount of the pending payment, plus the Secondary Penalty and legal fees
      and court costs associated with the default judgment, shall be due and
      payable as part of the default judgment, which Borrower hereby
      acknowledges and to which Borrower submits.  In the event a
      Preliminary Note Payment is more than forty five (45) days late, the
      Lender may elect to void the Stock Purchase Agreement executed by and
      among Amacore Group, Inc., a Delaware corporation, US Health Benefits
      Group, Inc., US Healthcare Plans, Inc., and On the Phone, Inc. and Howard
      Knaster dated June 10, 2009 (“SPA 2009”) and any of the attached
      instruments and documents to the SPA 2009, the effect of which would be
      the unwind of the acquisition of the Borrower’s acquisition of US Health
      Benefits Group, Inc., US Healthcare Plans, Inc., and On the Phone, Inc.
       In the event a Secondary Note Payment is more than sixty (60) days
      late, the Lender may elect to void the SPA 2009 only if the Borrower
      agrees to the voiding of the SPA 2009 or Borrower is in
      bankruptcy.  The lateness of Note Payments shall have no impact
      on the Employment Agreement executed between Howard Knaster and Amacore
      Group, Inc. on June 10, 2009 (“Knaster Employment
    Agreement”).

            


    

    


    
      	
              (b)  

            	
              In
      the event a Non-Note Payment due hereunder is received by Lender more than
      five (5) days, but less than fifteen (15) days after the same is due, a
      late charge in the amount of two and one half percent (2.5%) of the late
      payment (“Preliminary Penalty”) shall be due and payable immediately with
      said late payment. In the event a Non-Note Payment due hereunder is
      received more than fifteen (15), but less than thirty (30) days late, a
      late charge in the amount of five percent (5%) of the late payment
      (“Secondary Penalty”) shall be due and payable immediately with said late
      payment.  The Preliminary Penalty and the Secondary Penalty
      shall not be cumulative.  In the event a Non-Note Payment due
      hereunder is received more than thirty (30), but less than forty five (45)
      days late, the Lender shall be entitled to a default judgment for the
      amount of the pending payment, plus the Secondary Penalty and legal fees
      and court costs associated with the default judgment, shall be due and
      payable as part of the default judgment, which Borrower hereby
      acknowledges and to which Borrower submits.  The lateness of
      Note Payments shall have no impact on the Knaster Employment
      Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              (c)  

            	
              If
      the Borrower shall make a general assignment for the benefit of creditors,
      or shall admit in writing its inability to pay its debts as they become
      due, or shall file a petition in bankruptcy, or shall be adjudicated as
      bankrupt or insolvent, then upon the happening of any such event, the
      Lender, at its option, may declare the entire unpaid principal hereunder
      immediately due and payable with interest thereon as herein
      provided.

            


    

    


    5. Notices.

    


    All
notices required under or in connection with this Promissory Note shall be
delivered or sent by certified or registered mail, return receipt requested,
postage prepaid, to the addresses set forth in Paragraph 1 hereof, or to another
address that any party may designate from time to time by notice to the others
in the manner set forth herein. All notices shall be considered to have been
given or made either at the time of delivery thereof to an officer or employee
or on the third business day following the time of mailing in the aforesaid
manner.

    


    6. Costs and
Expenses.

    


    Borrowers
shall pay the cost of any revenue tax or other stamps now or hereafter required
by law at any time to be affixed to this Promissory Note or any tax assessed
upon this Promissory Note.

    


    7. Number and
Gender.

    


    In this
Promissory Note the singular shall include the plural and the masculine shall
include the feminine and neuter gender, and vice versa, if the context so
requires.

    


    8. Headings.

    


    Headings
at the beginning of each numbered paragraph of this Promissory Note are intended
solely for convenience of reference and are not to be construed as being a part
of the Promissory Note.

    


    9. Governing Law/
Venue.

    


    This
Promissory Note shall be construed and enforced in accordance with the laws of
the State of Florida, except to the extent that federal laws preempt the laws of
the State of Florida. All actions arising from this Promissory Note shall be
brought in the venue of Broward County, Florida.

    


    IN
WITNESS WHEREOF, Borrower has executed this Promissory Note on the date set
forth above.

    


    The
Amacore Group, Inc,

    


    By:  /s/
Guy
Norberg                              


      Name:  Guy
Norberg

    

    Its:  President

    


    **All
Florida Documentary Stamp Taxes associated with this Promissory Note
have

    been
paid directly to the Florida Department of Revenue.**