Promissory Note between Tuscarawas Open MRI, L.P. and Orion HealthCorp, Inc. dated September 30, 2005

Summary

Tuscarawas Open MRI, L.P. promises to pay Orion HealthCorp, Inc. $370,411.36 by October 31, 2005. No interest is charged if paid on time, but if payment is late, a 15% annual interest applies from November 1, 2005, until paid. The note can be prepaid without penalty. If not paid when due, Tuscarawas Open MRI, L.P. must also cover collection costs and attorney fees. The agreement is governed by Ohio law and may be secured by a lien on the borrower's assets.

EX-2.3 15 a4990076ex237.txt EXHIBIT 2.3 PART 7 Exhibit 2.3(7) PROMISSORY NOTE - -------------------------------------------------------------------------------- $ 370,411.36 DOVER, OHIO PRINCIPAL AMOUNT SEPTEMBER 30, 2005 - -------------------------------------------------------------------------------- For value received, Tuscarawas Open MRI, L.P. (the "MAKER") promises to pay, in lawful money of the United States, on or before October 31, 2005 (the "TERM"), to the order of Orion HealthCorp, Inc. (the "Payee") at 1805 Old Alabama Road, Suite 350, Roswell, GA 30076, Attention: CEO, the principal amount set forth above (the "PRINCIPAL AMOUNT"). During the Term, the unpaid Principal Amount shall not bear interest. If the Maker should fail to pay the Principal Amount on October 31, 2005, thereafter all unpaid principal and accrued and unpaid interest shall bear interest at the rate of fifteen percent (15%) per annum from November 1, 2005 until paid. This Note may be prepaid in part or in whole at any time with no penalty to the Maker. No delay on the part of the Payee in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Payee of any rights or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. In the event the sum provided for herein is not paid when due, the Maker agrees to pay all collection costs and expenses incurred by the Payee, including reasonable attorneys' fees, whether or not suit be filed for collection. The Payee agrees to deliver to the Maker, upon full satisfaction of this Note, this Note marked cancelled. This Note is to be governed and construed in accordance with the laws of the State of Ohio. If any provision or portion of this Note shall, to any extent, be deemed invalid or unenforceable, the remainder of this Note shall not be affected thereby, and each provision of this Note shall be valid and enforceable to the fullest extent permitted by law. The Maker acknowledges that this Note is made in connection with the funding of the commercial and business activities of the Maker. The Maker hereby waives presentment for payment, demand, protest and notice of dishonor, and all defenses on the ground of extension of time for the payment hereof which may be given by the Payee to the Maker or to anyone who has assumed the payment of this Note. This Note, at the election of the Payee, shall be secured by a financing statement filed against the Maker's accounts receivable, equipment, furnishings, and supplies. IN WITNESS WHEREOF, the Maker has caused this Note to be executed as of the day and year first above written. TUSCARAWAS OPEN MRI, LP By: /S/ KEITH LEBLANC -------------------------------------------- Its: CEO --------------------------------------------