Revolving Variable Rate Note


     

    


    Exhibit
      10.2

    REVOLVING
      VARIABLE RATE NOTE

     

    Commitment
      $1,000,000.00                                                    Effective:
      April 17, 2007

    Tucker,
      Georgia

     

    This
      Revolving Variable Rate Note (this “Note”) is issued pursuant to and is governed
      by that certain Revolving Credit and Security Agreement dated as of April
      17, 2007
      by and
      between Borrower and PHCC (as amended, supplemented or otherwise modified and
      in
      effect from time to time, the “Loan Agreement”). All capitalized terms used and
      not otherwise defined herein shall have the same meanings as given them in
      the
      Loan Agreement.

     

    On
      April
      17, 2010
      (the
“Scheduled Maturity Date”), and for value received, the undersigned (“Borrower”)
      promises to pay to the order of Presidential HealthCare Credit Corporation
      at
      Tucker, Georgia (with its successors and assigns, “PHCC”), or any other place
      designated at any time by the holder hereof, in lawful money of the
      United States of America and in immediately available funds, the principal
      sum of $1,000,000.00,
      or so
      much thereof as is disbursed and remains outstanding hereunder on such date,
      as
      shown by PHCC’s Register or on the reverse side hereof, as the case may be,
      together with interest (computed on the basis of actual days elapsed in a
      365-day year) on the unpaid balance hereof as it varies from time to time from
      the date hereof until this Note is fully paid. The failure to record, or any
      error in recording, any of the foregoing shall not, however, affect the
      obligations of Borrower under the Loan Agreement, as defined herein below,
      and
      this Note to repay the principal amount advanced hereunder together with all
      interest accruing thereon. The Register as maintained by PHCC shall constitute
      prima facie evidence of the amount outstanding under this Note absent manifest
      error.

     

    Borrower
      further promises to pay interest on each Interest Payment Date on the unpaid
      principal balance outstanding from time to time on this Note and until the
      Scheduled Maturity Date at a rate per annum equal to the Prime
      Rate as published in The
      Wall Street Journal
      on the
      date of such determination, plus two
      percent (2.00%),
      such
      rate to change simultaneously with any change in the Prime Rate. The Prime
      Rate
      on the date hereof is eight
      and one-quarter percent (8.25%)
      per
      annum and, therefore, the rate of interest in effect hereunder on the date
      hereof, expressed in simple interest terms, is ten
      and one-quarter percent (10.25%)
      per
      annum (the “Initial Rate”). Notwithstanding the foregoing, the variable interest
      rate or rates provided for in this Note will never be less than the Initial
      Rate.

     

    In
      no
      contingency or event whatsoever, whether by reason of advancement of the
      proceeds hereof or otherwise, shall the amount paid or agreed to be paid to
      PHCC
      for the use, forbearance or detention of money advanced hereunder exceed the
      highest lawful rate permissible under any law which a court of competent
      jurisdiction may deem applicable hereto; and, in the event of any such payment
      inadvertently paid by Borrower or inadvertently received by PHCC, such excess
      sum shall be, at Borrower’s option, returned to Borrower forthwith or credited
      as a payment of principal, but shall not be applied to the payment of interest.
      It is the intent hereof that Borrower not pay or contract to pay, and that
      PHCC
      not receive or contract to receive, directly or indirectly in any manner
      whatsoever, interest in excess of that which may be paid by Borrower under
      applicable law.

     


    
      
        
        

      

      
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    Borrower
      may at any time, without penalty, and in its discretion, prepay all or any
      part
      of the outstanding principal balance together with all accrued interest and
      all
      other Fees and Reimbursable Expenses then due under the Provider Agreements.
      Borrower shall immediately pay the Prepayment Amount in full upon demand of
      PHCC
      after the occurrence of an Event of Default.

     

    If
      an
      Event of Default occurs, the unpaid principal and interest due on this Note
      at
      maturity (whether this Note matures by acceleration or the lapse of time) shall
      bear interest until paid at the rate of the lesser of 3%
      per
      annum in excess of the rate stated above which is applicable to the principal
      balance outstanding or the maximum interest rate permitted by applicable law
      (the “Default Rate”), and Borrower shall be obligated to pay the same promptly
      following receipt of PHCC’s written invoice therefor.

     

    If
      principal or interest hereon is not paid when due, or if any other indebtedness
      of the undersigned to PHCC is not paid when due, or an Event of Default occurs
      under the Loan Agreement, or if the holder hereof shall at any time in good
      faith believe that the prospect of due and punctual payment of this Note is
      impaired, then, in any such event, the holder hereof may, at its option, declare
      this Note to be immediately due and payable and thereupon this Note shall be
      immediately due and payable, together with all unpaid interest accrued hereon
      and all Fees and Reimbursable Expenses, without notice or demand, in accordance
      with Section 10 of the Loan Agreement. If this Note is due (whether at
      maturity, upon acceleration or upon demand as specified above), PHCC shall
      also
      have the right to set off the indebtedness evidenced by this Note against any
      indebtedness of PHCC to the undersigned.

     

    This
      Note
      is the Note referred to in the Loan Agreement and is secured by the Collateral
      described in the Loan Agreement, reference to which is made for the purpose
      of
      information on the limitations on the availability of Advances, the amount
      of
      Advances under this Note and on the rights and remedies upon the occurrence
      of
      an Event of Default.

     

    The
      undersigned agrees to pay all costs of collection, including reasonable
      attorneys’ fees and legal expenses, reasonably incurred by the holder hereof in
      the event this Note is not duly paid as more fully set forth in the Loan
      Agreement. The holder hereof may at any time renew this Note or extend its
      maturity date for any period and release any security for, or any party to,
      this
      Note, all without notice to or consent of and without releasing any
      accommodation maker, endorser or guarantor from liability on this Note.
      Presentment or other demand for payment, notice of dishonor and protest are
      hereby waived. This Note shall be governed by the substantive laws of the State
      of Georgia except to the extent of applicable federal law.

     


    
      
        
        

      

      
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    This
      loan
      is for the purposes set forth in the Loan Agreement.

     

    PARK
      INFUSIONCARE, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER

    


    By:
      Dougherty’s Operating GP, LLC,

    Its
      General Partner

    


    By:     
      /s/ David E. Bowe

    Name:
      David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President

     and
      Chief Executive Officer

     

    PARK
      INFUSIONCARE OF DALLAS, LP, A TEXAS LIMITED PARTNERSHIP,
      BORROWER

    


    By:
      Park
      InfusionCare Of Dallas, GP, LLC,

    Its
      General Partner

    


    By:    
      /s/ David E. Bowe

    Name:
      David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President

     and
      Chief Executive Officer

     

    PARK
      INFUSIONCARE OF HOUSTON, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER


    


    By:
      Park
      InfusionCare Of Houston, GP, LLC, 

    Its
      General Partner

    


    By:    
      /s/ David E. Bowe

    Name:
      David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President

     and
      Chief Executive Officer

    
PARK
      INFUSIONCARE OF SAN ANTONIO, LP, A TEXAS LIMITED PARTNERSHIP,
      BORROWER

    


    By:
      Park
      InfusionCare Of San Antonio, GP, LLC, 

    Its
      General Partner

    By:    
      /s/ David E. Bowe

    Name:
      David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President

     and
      Chief Executive Officer

     

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