PROMISSORYNOTE

(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.

 

(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.

(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.