PROMISSORY
NOTE


 


	$500,000.00	October
    1, 2014


 


FOR
VALUE RECEIVED, ADVANCED LIFE MANAGEMENT LLC, an Illinois limited liability company, and ACCELERA INNOVATIONS, INC., a Delaware
corporation, jointly and severally (collectively, and each individually, the “Maker”), promises to pay to the
order of AOK PROPERTY INVESTMENTS LLC, an Oregon limited liability company (the “Lender”), in immediately available
funds, the principal amount of Five Hundred Thousand and No/I 00 Dollars ($500,000.00), together with interest on the unpaid principal
amount from the date of this Note, on or before January 15, 2015 (the “Maturity Date”), at which time the unpaid
principal amount together with accrued interest and all other charges due under this Note, is due in its entirety. This Note may
be signed in counterparts, each of which together shall be considered a single original Note. A fax, email, PDF, or electronic
transmission of a signature page will be considered an original signature page creating a legally enforceable obligation against
the Maker.


 


1.
Interest. Interest on the principal balance in the amount of 500,000 shares of stock of ACCELERA INNOVATIONS, INC., a Delaware
corporation (the “Shares”), valued at $0.0001 per share, shall be immediately due and payable upon or before
the Maturity Date, together with all unpaid principal. If Maker fails to pay any portion of principal or interest by the Maturity
Date, per diem interest shall continue to accrue and be payable to Lender at the rate of 1667 shares of stock of ACCELERA INNOVATIONS,
INC. per day until all principal and accrued interest is fully paid.


 


2.
Prepayment. This Note may be paid by Maker, in whole or in part, at any time prior to the date set forth for payment herein,
without premium or penalty, provided that the Shares shall be due in full at the time of any such prepayment. After all principal
and interest owed pursuant to this Note have been paid in full, this Note shall be surrendered to the Maker for cancellation and
shall not be reissued.


 


3.
Survival. Maker’s obligation to pay this Note shall survive the death, disability, bankruptcy, assignment for the
benefit of creditors, insolvency, or dissolution of the Lender or Maker. In the event of the death, disability, or dissolution
of the Lender, Maker shall pay the Note to Lender’s duly appointed legal representative. Notwithstanding anything to the
contrary set forth herein, this Note shall be binding on any successors and assigns of Lender and the Maker.


 


4.
Place of Payments. All payments under this Note shall be made to Lender at 505 West 54th Street, Apt. 817, New York, New
York 10019-5061, or any other address that Lender may designate by notice to Maker.


 


5.
Application of Payments. All payments under this Note shall apply first to any costs and expenses due to Lender, then to
accrued interest to date of payment, and then to the unpaid principal amount.


 


6.
Events of Default. Each of the following is an event of default under this Note:


 




    	 



    	 



    


 


	 	a)    	Maker
    fails to make any payment required by this Note when due;
	 	 	 
	 	b)	Any
    Maker voluntarily dissolves or ceases to exist, or any final and nonappealable order or judgment is entered against Maker
    ordering its dissolution;
	 	 	 
	 	c)	Maker
    fails to pay, becomes insolvent or unable to pay, or admits in writing an inability to pay Maker’s debts as they become
    due, or makes a general assignment for the benefit of creditors; and
	 	 	 
	 	d)
    	A
    proceeding with respect to any Maker is commenced under any applicable law for the benefit of creditors, including but not
    limited to any bankruptcy or insolvency law, or an order for the appointment of a receiver, liquidator, trustee, custodian,
    or other officer having similar powers over Maker is entered.


 


7.
Remedies. On and after an event of default under this Note, Lender may exercise the following remedies, which are cumulative
and which may be exercised singularly or concurrently:


 


	 	a)	the
    right to accelerate the Maturity Date under this Note so that the unpaid principal amount, together with accrued interest,
    is immediately due in its entirety; and
	 	 	 
	 	b)	any
    other remedy available to Lender at law or in equity.


 


8.
Time of Essence. Time is of the essence with respect to all dates and time periods in this Note.


 


9.
Amendment. This Note may be amended only by a written document signed by the party against whom enforcement is sought.


 


10. Waiver.
Each Maker waives demand, presentment for payment, notice of dishonor or nonpayment, protest, notice of protest, and lack of
diligence in collection, and agrees that Lender may extend or postpone the due date of any payment required by this Note
without affecting Maker’s liability. No waiver will be binding on Lender unless it is in writing and signed by
Lender. Lender’s waiver of a breach of a provision of this Note will not be a waiver of any other provision or a waiver
of a subsequent breach of the same provision.


 


11.
Severability. If a provision of this Note is determined to be unenforceable in any respect, the enforceability of the provision
in any other respect and of the remaining provisions of this Note will not be impaired.


 


12.
Governing Law. This Note is governed by the laws of the State of Oregon, without giving effect to any conflict-of-law principle
that would result in the laws of any other jurisdiction governing this Note.


 


13.
Venue. Any action, suit, or proceeding arising out of the subject matter of this Note will be litigated in courts located
in Multnomah County, Oregon. Each Maker consents and submits to the jurisdiction of any local, state, or federal court located
in Multnomah County, Oregon.


 


14.
Assignment. This Note shall not be assigned or transferred by the Lender or Maker without the express prior written consent
of the other party.


 




    	2 -Promissory Note



    	 



    


 


15.
Usury. If interest payable under this Note is in excess of the maximum permitted by law, then the interest chargeable hereunder
shall be reduced to the maximum amount permitted by law and any excess over the maximum amount permitted by law shall be credited
to the principal balance of this Note and applied to the same and not to the payment of interest.


 


16.
Attorney’s Fees. If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind
this Note, or otherwise in connection with the subject matter of this Note, including but not limited to any proceeding brought
under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim,
in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs,
and expenses of every kind, including but not limited to the costs and disbursements specified in ORCP 68 A(2), incurred in connection
with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award, or the enforcement
of any order, as determined by the arbitrator or court.


 


17.
Costs and Expenses. If an event of default under this Note occurs and Lender does not institute any arbitration, action,
suit, or proceeding, Maker will pay to Lender, upon Lender’s demand, all reasonable costs and expenses, including but not
limited to attorney’s fees and collection fees, incurred by Lender in attempting to collect the indebtedness evidenced by
this Note


 


18.
Security. This Note is secured by a Security Agreement and/or Pledge Agreement and other security documents of the same
date covering all of the assets owned by ADVANCED LIFE MANAGEMENT LLC.


 


STATUTE
OF FRAUDS. Under Oregon law, most agreements, promises and commitments made by Lender concerning loans and other credit extensions
which are not for personal, family or household purposes or secured solely by the borrower’s residence must be in writing,
express consideration and be signed by Lender to be enforceable.


 


IN
WITNESS WHEREOF, each Maker has executed and delivered this Note effective as of the date first written above.


 


	ADVANCED
    LIFE MANAGEMENT LLC	 
	 	 	 
	By:	/s/
    Daniel Freeman	 
	 	Daniel Freeman,
    Manager	 
	 	 	 
	By:	/s/
    Geoff Thompson	 
	 	Geoff Thompson,
    President	 


 


	ACCELERA INNOVATIONS, INC.	 
	 	 	 
	 	/s/
    Cynthia Boerum 	 
	By:	Cynthia Boerum	 
	Its:	CSO/President	 


 






    	3 -Promissory Note