EX-10.4 3 ex104.htm EXHIBIT 10.4 Exhibit 10.4
Borrower: MEDirect Latino, Inc. of 1551 NW 65th Avenue Suite 4 Plantation, FL 33313
Lender: Raymond J Talarico and/or assigned
Principal Amount: S 183,000.00
FOR VALUE RECEIVED, MEDirect Latino, Inc. promises to pay to Raymond J.
Talarico and/or assigned at 719 SE 12th Court, Fort Lauderdale, FL 33316, or at such
address as may later be provided in writing to MEDirect Latino, Inc.., the principal sum of
one hundred eighty-three thousand ($183,000.00) USD, with interest payable on the
unpaid principal at the rate of 12.5 percent per annum, calculated monthly not in advance.
This Note will be repaid in 48 equal consecutive monthly installments of principal and
interest on the fifteenth day of each month commencing the month following execution
of this Note with the balance owing under this Note being paid at the end of its term.
At any time while not in default under this Note, MEDirect Latino Inc. may pay the
outstanding balance then owing under this Note to Raymond J. Talarico and/or assigned
without further bonus or penalty.
Notwithstanding anything to the contrary in this Note, if MEDirect Latino Inc. defaults in
the performance of any obligation under this Note, then Raymond J. Talarico and/or
assigned may declare the principal amount owing under this Note at that time to be
immediately due and payable,
If MEDirect Latino Inc. defaults in payment as required under this Note or after demand
for ten (10) days, the Security will be immediately provided to Raymond J. Talarico
and/or assigned and Raymond J. Talarico and/or assigned is granted, all rights of
repossession as a secured party.
This Note will be construed in accordance with and governed by the laws of the State of
All costs, expenses and expenditures including, and without limitation, the complete legal
costs incurred by Raymond J. Talarico and/or assigned in enforcing this Note as a result
of any default by MEDirect Latino Inc. , will be added to the principal then outstanding
and will immediately be paid by MEDirect Latino Inc.
This Note will ensure to the benefit of and be binding upon the respective heirs, executors,
administrators, successors and assigns of MEDirect Latino Inc. and Raymond I. Talarico
and/or assigned. MEDirect Latino Inc. waives presentment for payment, notice of non-
payment, protest and notice of protest.
This Note is secured by the following security (the 'Security): All Furniture, Fixtures and
Equipment Additionally, equal to all Outstanding and Issued Shares, either common
and/or preferred. No note shall be issued pari-pasu to this Note. No Note shall be senior
to this note.



10. MEDirect Latino Inc, grants to Raymond J, Talarico and/or assigned a security interest in
the Security until this Note is paid in full. Raymond I. Talarico and/or assigned will be listed
as a lender on the title of the Security whether or not Raymond J, Talarico and/or assigned elects
to perfect the security interest in the Security.
11. This Note becomes immediately due and payable in die event of; i.)Holder leaves the Company
of his own free will or other, ii.) a change of control of the Company; iii) A filing by the Company for creditor protection.
  Holder at Holders option may allow for he suspension of any and all principle and
interest payments, however, in the event, holder allows for the suspension of mid
payments those suspended payments will be calculated and compounded and will be
added to the payoff amount at the maturity date of this Promissory Note.
in addition to payment in full of the principal and interest at the maturity date the holder
shall convert such principal and interest in Shares of MEDirect Latino Inc. or any entity
 under control of parent at par value of US S 0.10 per Share for any outstanding series
of class either common, preferred or both. Holder may call for such convention at any time
while this Note is outstanding,
13. This Promissory Note is assignable and transferable at no penalty.
If any Clauses in this Note are found to be unenforceable all additional Clauses shall
remain in effect.
IN WITNESS WHEREOF MEDirect Latino Inc. has duly affixed its signature by a duly authorized officer under seal on this 25th day of July 2002.
MEDirect Latino, Inc
/s/ Debra Towsley
Debra Towsley, President