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EXHIBIT 10.14
FORM OF
PROMISSORY NOTE
$200,000 June 19, 2000
FOR VALUE RECEIVED, the undersigned, MD2patient, Inc., promises to pay
to the order of Albert Rodewald (hereafter, together with any holder hereof,
called "Holder") at the offices of the Holder located at 501 Corporate Centre
Drive, Suite 200, Franklin, TN, or at such other place as the Holder may
designate in writing to the undersigned, in lawful money of the United States
of America, and in immediately available funds, the principal sum of TWO HUNDRED
THOUSAND AND 00/100 DOLLARS ($200,000) together with interest on the principal
balance from time to time outstanding hereunder (computed on the basis of a
360-day year for the actual number of days elapsed) from the date hereof until
paid in full at a per annum rate equal to twelve percent (12%) in simple
interest terms.
The principal balance shall be payable June 19, 2001. Accrued interest
shall be due and payable on the date the principal balance is due (whether by
acceleration, maturity or otherwise).
In no event shall the amount of interest due or payable under this
Note exceed the maximum rate of interest allowed by applicable law and, in the
event any such payment is inadvertently paid by the undersigned or
inadvertently received by the Holder, then such excess sum shall be credited as
a payment of principal, unless the undersigned shall notify the Holder in
writing that the undersigned elects to have such excess sum returned to it
forthwith. It is the express intent of the parties hereto that the undersigned
not pay and the Holder not receive, directly or indirectly, in any manner
whatsoever, interest in excess of that which may be lawfully paid by the
undersigned under applicable law.
Each of the following events shall constitute an "Event of Default"
under this Note: (i) failure of the undersigned to pay any principal, interest
or other amount due hereunder within thirty days of the date such payment is
due, or the undersigned shall in any way fail to comply with the other terms,
covenants or conditions contained in this Note; or (ii) the undersigned shall
(a) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or
other federal bankruptcy law (as now or hereafter in effect), (b) file a
petition seeking to take advantage of any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or composition
for adjustment of debts, (c) consent to or fail to contest in a timely and
appropriate manner any petition filed against it in an involuntary case under
such bankruptcy laws or other laws, (d) apply for or consent to, or fail to
contest in a timely and appropriate manner, the appointment of, or the taking
of possession by, a receiver, custodian, trustee, or liquidator of itself or of
a substantial part of its property, domestic or foreign, (e) make a general
assignment for the benefit of creditors or (f) make a conveyance fraudulent as
to creditors under any state or federal law.
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Upon the occurrence of an Event of Default described in clause (i) of
the definition thereof, any and all of the loans and the undersigned's other
obligations hereunder, at the option of the Holder, and without demand or
notice of any kind, may be immediately declared, and thereupon shall
immediately become, in default and due and payable and the Holder may exercise
any and all rights and remedies available to it at law, in equity or otherwise.
Upon the occurrence of an Event of Default described in clause (ii) of the
definition thereof, any and all of the loans and the undersigned's other
obligations hereunder, without demand or notice of any kind, shall immediately
become in default and due and payable and the Holder may exercise any and all
rights and remedies available to it at law, in equity or otherwise.
Time is of the essence of this Note.
No delay or failure on the part of the Holder in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Holder of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy.
All amendments to this Note, and any waiver or consent of the Holder,
must be in writing and signed by the Holder and the undersigned.
The undersigned hereby waives presentment, demand, notice of dishonor,
protests and all other notices whatever.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF GEORGIA.
This Note shall be binding upon the successors and assignees of the
undersigned. A Holder of this Note may not assign or transfer this Note to any
person or entity without the consent of the undersigned.
Any notice to be given hereunder shall be in writing, shall be sent to
the Holder's address as specified in the first paragraph hereof or the
undersigned's addresses set forth below its signature hereto, as the case may
be, and shall be deemed received (i) on the earlier of the date of receipt or
the date three business days after deposit of such notice in the United States
mail, if sent postage prepaid, certified mail, return receipt requested or (ii)
when actually received, if personally delivered.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the undersigned has executed and delivered this
Promissory Note under seal as of the date and year first written above.
MD2patient, Inc.
By: /s/ James G. Petway Jr.
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Name: James G. Petway Jr.
Title: Chief Financial Officer
Address for Notices:
501 Corporate Centre Drive, Suite 200
Franklin, TN 37076
Telephone: (615) 383-8400
Telecopy: (615) 383-8470
