Exhibit 10.8


    PROMISSORY
      NOTE

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”). THIS SECURITY IS RESTRICTED AND MAY NOT BE
      OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH
      REGISTRATION REQUIREMENTS.

    


     

    
      	$1,115,378         	 	 	
              April
                11, 2007

            


    

     

    WHEREAS,
      FOR VALUE RECEIVED,
      Medefile International, Inc., a corporation organized under the laws of Nevada
      (the "Maker"), hereby promises to pay to The Vantage Group Ltd., or assigns
      (the
      "Holder"), the principal sum of One Million One Hundred Fifteen Thousand Three
      Hundred Seventy Eight Dollars ($1,115,378) in lawful money of the United States,
      plus interest thereon at the rate set forth below, no later than July 1, 2008
      (the “Maturity Date”). 

    


    1.
        Payments.

     

    Maker
      promises to pay interest on the principal amount of this Note outstanding at
      a
      rate equal to seven percent (7%) per annum. Maker hereby agrees to repay the
      principal amount of this Note, and the interest which shall accrue on this
      Note,
      no later than the Maturity Date. When any date on which principal and interest
      are due and payable falls on a Saturday, Sunday or legal holiday, then such
      payment shall be due and payable on the first business day immediately
      following.

    


    Prepayment
      of all or any part of the principal due and owing on this Note may be made
      on
      any date without any additional premium or penalty. All payments made on this
      Note shall be applied first to amounts other than principal and interest which
      may then be due hereunder, then to interest accrued to the date of the payment
      and then to the outstanding principal amount of this Note.

    


    2.
        Waivers.

     

    No
      delay
      or failure on the part of the Holder in exercising any right, privilege or
      option hereunder shall operate as a waiver thereof or of any event of default,
      nor shall any single or partial exercise of any such right, privilege or option
      preclude any further exercise thereof, or the exercise of any other right,
      privilege or option.

     

    3.
        Miscellaneous.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (a)
        Maker
      shall be responsible for all costs and expenses, including court costs and
      reasonable attorneys' fees incurred in connection with collection of payments
      due under this Note.

     

    (b)
        This
      Note
      shall be governed by and interpreted in accordance with the laws of the State
      of
      New York applicable to agreements made and to be performed within such State.
      Maker (a) hereby irrevocably submits to the jurisdiction of the state courts
      of
      the State of New York and the jurisdiction of the United States District Courts
      in the State of New York for the purpose of any suit, action or other proceeding
      arising out of or based upon this Note, or the subject matter hereof brought
      by
      Holder and (b) hereby waive and agree not to assert, by way of motion, as a
      defense, or otherwise, in any such suit, action or proceeding, any claim that
      it
      is not subject personally to the jurisdiction of the above-named courts, that
      its property is exempt or immune from attachment or execution, that the suit,
      action or proceeding is brought in an inconvenient forum, that the venue of
      the
      suit, action or proceeding is improper or this Note or the subject matter hereof
      may not be enforced in or by such court, and (c) hereby waive in any such
      action, suit, or proceeding any offsets or counterclaims. Maker hereby consents
      to service of process by certified mail at their address set forth herein and
      agree that this submission to jurisdiction and this consent to service of
      process by mail is made for the express benefit of Holder. Final judgment
      against Maker in any such action, suit or proceeding shall be conclusive, and
      may be enforced in other jurisdictions (i) by suit, action or proceeding on
      the
      conclusive evidence of the fact and of the amount of any indebtedness or
      liability of Maker therein described or (ii) in any other manner provided by
      or
      pursuant to the laws of such other jurisdiction; provided,
      however,
      that
      Holder may at its option bring suit, or institute other judicial proceedings,
      against Maker or any of its assets in any state or Federal court of the United
      States or of any country or place where Maker or its assets may be
      found.

     

    (c)
        All
      notices, consents and other communications provided for in this Note or
      otherwise required by law shall be in writing and may be given to or made upon
      the respective parties at the addresses specified below.

     

    If
      to
      Maker:

    


    Medefile
      International, Inc.

    2
      Ridgedale Avenue, Suite 217

    Cedar
      Knolls, NJ 07927

    Fax:
      (973) 993-8180

    


    With
      a
      copy to:

    


    Richard
      A. Friedman Esq.

    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway

    New
      York,
      New York 10006

    Fax:
      (212) 930-9725

    


    If
      to
      Holder:

     

    The
      Vantage Group Ltd.

    67
      Wall
      Street, Suite 2211

    New
      York,
      New York 10005

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Notices
      shall be effective upon the date of receipt; provided, however, that a notice
      sent by certified or registered U.S. mail, with postage prepaid, shall be
      presumed received no later than three (3) business days following the date
      of
      mailing. Notices may also be given by facsimile transmission to the FAX number
      specified in the first paragraph of this Note and shall be deemed received
      on
      the date transmitted.

     

    (d)
        Time
      is
      of the essence with respect to this Note.

     

    


    


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    IN
      WITNESS WHEREOF, this Note has been executed and delivered by Maker on the
      11th
      day of
      April 2007.

     

    
      	 	 	 
	 	
              Medefile
                International, Inc.

            
	 
 	 
 	 
 
	 	By:  	/s/ Milton
              Hauser
	 	
              
Name:
              Milton Hauser
	 	Title: Chief
              Executive Officer


    

    


    


     

    
      
        
        

      

      
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