PROMISSORY NOTE

Dated December__, 2011                                                                                US$500,000.00

FOR VALUE RECEIVED, the undersigned Medytox Solutions, Inc . (“Company”), a Nevada corporation that maintains its principal place of business at 400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401 by this promissory note (“Note”) unconditionally promises to pay to Valley View Drive Associates, LLC , a New Jersey limited liability company with a principal place of business at c/o Mr. Robert Mendolia, 215 Valley View Drive, Franklin Lakes, New Jersey 07417 (“Lender”) or its designee, the principal sum of Five Hundred Thousand Dollars ($500,000.00) plus interest as hereinafter provided. The Company and Lender may be referred to collectively hereinafter as the “Parties”.

The principal amount of this Note shall be repaid at the sum of Fifty Thousand Dollars ($50,000.00) per month, with the first payment becoming payable to Lender on March 30, 2012 and continuing on the last working day of each month thereafter for 10 months until January 31, 2013 (the “Maturity Date”).  The Parties acknowledge that this loan was funded in September  2011, prior to the execution date of this Note and acknowledge that an initial interest payment in the amount of $6,685.00 was made on September 29, 2011 and a subsequent interest payment in the amount of $8,334.00 was made on November 2, 2011.

Interest on the outstanding principal balance of this Note will be paid to the Lender at the rate of 20% per annum. Payments of interest will be made to the Lender monthly commencing on September 30, 2011 (retroactively), and continuing on the last working day of each month thereafter until the Maturity Date.  Each interest payment shall be calculated against the outstanding balance of the Note at the close of business on that day until the Note is repaid in full. Interest on this Note shall be calculated on the basis of a 30-day month and a 360 day year for the actual number of days elapsed.

On the Maturity Date, the then unpaid principal balance of this Note, together with all accrued and unpaid interest, costs, fees and expenses due and payable under this Note shall be due and payable in full unless paid in full prior thereto.

All principal and interest payable under this Note is payable in lawful money of the United States of America in immediately available funds without deduction for or on account of any present or future taxes, duties, or other charges levied or imposed on this Note or the proceeds hereof or on the holder hereof by the government of the United States of America or any political subdivision or taxing authority thereof.

This Note is secured by a security interest in and lien against the Company’s accounts receivable and all proceeds thereof, and the accounts receivable and all proceeds thereof of two (2) of the Company’s wholly-owned subsidiaries, Medytox Medical Management Solutions Corp. (“Medytox MMSC”) and Medytox Institute of Laboratory Medicine, Inc. (“Medytox LMI”, and collectively with Medytox MMSC, the “Subsidiaries”), as set forth in that certain Security Agreement,

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dated of even date herewith, by Company and the Subsidiaries in favor of Lender (the “ Security Agreement ”).  Each of the Subsidiaries is benefitting from the loan from Lender in consideration for its agreement to grant the referenced security interest and lien. 

The Company hereby waives diligence, presentment, demand, protest and notice of protest, demand and dishonor, and nonpayment of this Note.

No delay or omission on the part of the holder herein exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note, nor shall any waiver on one occasion be construed as a bar to or waiver of any such right on any future occasion. No waiver shall be effective unless in writing and signed by the holder.

This Note may be prepaid in whole or in part, at any time and from time to time, without premium or penalty.  Any such prepayment(s) shall be applied in inverse order of maturity, that is to the last not the next payment of principal and interest due under this Note.

The outstanding principal balance of this Note, together with all accrued and unpaid interest thereon shall be immediately due and payable upon the occurrence of an Event of Default (as hereinafter defined).  In addition, upon an Event of Default, interest on the remaining unpaid amounts under this Note shall accrue interest at the rate of 25% per annum from the date of such Event of Default until the remaining unpaid amounts due under this Note are paid in full.

For the purposes of this Note, “Event of Default” means any one or more of the following events: (a) the failure of Company to make any payments required hereunder within five (5) days of the date due, without the necessity for any presentment, demand or further notice whatsoever; (b) if Company shall make an assignment for the benefit of creditors; (c) if Company shall be adjudicated bankrupt or insolvent, or if any petition for bankruptcy pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Company; however, if such adjudication, petition or proceeding was involuntary and was not consented to by Company, upon the same not being discharged, stayed or dismissed within forty-five (45) days; (d) the occurrence of an Event of Default under that certain Convertible Promissory Note, dated the date hereof, by Company in favor of Lender in the original principal amount of $500,000; (e) the occurrence of an Event of Default under that certain Investment Agreement, dated the date hereof, by and between Company and Lender; or (f) the occurrence of an Event of Default under the Security Agreement.

Acceleration of maturity, once claimed by Lender, may, at Lender’s option, be rescinded by written acknowledgment to such effect, but the tender and acceptance of partial payment or partial performance alone shall not in any way affect or rescind such acceleration or maturity, nor shall it constitute a waiver by Lender of the right to demand full payment of all amounts due and payable hereunder.

Lender acknowledges that this Note may be deemed a “security” as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”), as well as various states’ securities laws and that such Note

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will not be registered under the Securities Act or any other states’ securities laws on the grounds that the transaction in which this Note is issued qualifies for applicable exemptions from the securities registration requirements of such statutes.  The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(2) of the Securities Act and state securities’ laws. The reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws is predicated in part on the representations of Lender set forth in this Note.

Lender represents to the Company that Lender is a “sophisticated investor” as such term is construed under state and federal securities laws and Lender hereby releases, acquits and hold harmless the Company, its officers, directors, employees, agents, representatives and assigns and those acting in concert or participation with them from any and all matters having to do with the lack of registration of this Note under state and federal securities laws and, further, covenants not to sue the Company, its officers, directors, employees, agents, representatives and assigns and those acting in concert or participation with them regarding any matters relating to the lack of registration of this Note and the claim under federal and state law of the private offering exemption.

Any notices required under this Note shall be sent to the addresses set forth above, by certified mail return receipt requested, postage prepaid, or by Federal Express or other nationally recognized overnight or international courier, and shall be deemed received three (3) days after posting, if sent by certified mail and one (1) day after delivery to an overnight courier, if so delivered and three (3) days after delivery to an international courier, if so delivered outside the United States. 

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of the Company or the Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

The liability of the Company to the Lender shall be absolute and unconditional and without regard to the liability of any other party.  The Company agrees that it has no defense, right to offset or counterclaim as against the Lender, and shall have no right of set-off with respect to any obligation to or of the Lender.

Whenever used herein, the words “Company” and “Lender” shall include their respective successors and assigns.  This Note shall be binding on Company and its successors and assigns, and shall inure to the benefit of Lender and its manager(s), member(s), legal representatives, beneficiaries and assigns.

This Note shall be governed by and construed solely and exclusively in accordance with the laws of state of Florida without regard to any statutory or common-law provision pertaining to conflicts of laws.  The Parties agree that courts of competent jurisdiction in Palm Beach County, Florida shall have exclusive jurisdiction with respect to any dispute, controversy or action arising out of or under this Note.  Company

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and Lender agree to submit to the personal jurisdiction of such courts.  The Lender waives any claim that Lender may have that any of the foregoing courts is an inconvenient forum.

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IN WITNESS WHEREOF, the Company and Lender have executed this Note as of the date set forth below.

MEDYTOX SOLUTIONS, INC.

By: /s/ William Forhan                                      Date: December 6, 2011

       William Forhan, Chief Executive Officer 

VALLEY VIEW DRIVE ASSOCIATES, LLC:

By: /s/ Richard Mendolia                                              Date:     December 6, 2011

      (Signature)

Name: Richard Mendolia                                             Title:   

(Print)

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CONVERTIBLE PROMISSORY NOTE

Dated  December 6, 2011                                                                                US $500,000.00

FOR VALUE RECEIVED, the undersigned Medytox Solutions, Inc . (“Company”), a Nevada corporation that maintains its principal place of business at 400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401 by this promissory note (“Note”) unconditionally promises to pay to Valley View Drive Associates, LLC , a New Jersey limited liability company with a principal place of business at c/o Mr. Robert Mendolia, 215 Valley View Drive, Franklin Lakes, New Jersey 07417 (“Lender”) or its designee, the principal sum of Five Hundred Thousand Dollars ($500,000.00) plus interest as hereinafter provided. The Company and Lender may be referred to collectively hereinafter as the “Parties”.

1.         Repayment . 

(a)        The principal amount of this Note shall be repaid at the sum of Fifty Thousand Dollars ($50,000.00) per month, with the first payment becoming payable to Lender on March 31, 2012 and continuing on the last working day of each month thereafter for 10 months until January 31, 2013 (the “Maturity Date”).    The Parties acknowledge that this loan was funded on September 30, 2011, prior to the execution date of this Note and acknowledge that the initial interest payment in the amount of $8,334.00 was made on November 2, 2011.

(b)        Interest on the outstanding principal balance of this Note will be paid to the Lender at the rate of 20% per annum. Payments of interest will be made to the Lender monthly commencing on October 31, 2011 (retroactively) and continuing on the last working day of each month thereafter until the Maturity Date.  Each interest payment shall be calculated against the outstanding balance of the Note at the close of business on that day until the Note is repaid in full. Interest on this Note shall be calculated on the basis of a 30-day month and a 360 day year for the actual number of days elapsed.

(c)        On the Maturity Date, the then unpaid principal balance of this Note, together with all accrued and unpaid interest, costs, fees and expenses due and payable under this Note shall be due and payable in full.

(d)        All principal and interest payable under this Note is payable in lawful money of the United States of America in immediately available funds without deduction for or on account of any present or future taxes, duties, or other charges levied or imposed on this Note or the proceeds hereof or on the holder hereof by the government of the United States of America or any political subdivision or taxing authority thereof.

2.         Prepayment .  This Note may be prepaid in whole or in part, at any time and from time to time, without premium or penalty.  Any such prepayment(s) shall be applied in inverse order of maturity, that is to the last not the next payment of principal and interest due under this Note.

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3.         Security .  This Note is secured by a security interest in and lien against the Company’s accounts receivable and all proceeds thereof, and the accounts receivable and all proceeds thereof of two (2) of the Company’s wholly-owned subsidiaries, Medytox Medical Management Solutions Corp. (“Medytox MMSC”) and Medytox Institute of Laboratory Medicine, Inc. (“Medytox LMI”, and collectively with Medytox MMSC, the “Subsidiaries”), as set forth in that certain Security Agreement, dated of even date herewith, by Company and the Subsidiaries in favor of Lender (the “ Security Agreement ”).  Each of the Subsidiaries is benefitting from the loan from Lender in consideration for its agreement to grant the referenced security interest and lien. 

4.         Conversion . 

(a)        Lender shall have the right, at the Lender’s option, at any time prior to the payment in full of all amounts due under this Note to convert the principal and accrued and unpaid interest due and owing under this Note, in whole or in part, into common stock of the Company (the “Shares”) at an initial conversion price (the “Conversion Price”) of $2.50 per share, subject to adjustment as hereinafter provided.  The number of Shares issuable upon conversion of this Note shall equal the number obtained by dividing (a) the principal amount of the Note to be converted plus accrued and unpaid interest due thereon, by (b) the Conversion Price in effect on the date of conversion of this Note, in whole or in part (the “ Conversion Date ”).

(b)        Before converting all or a portion of this Note into Shares, Lender shall first surrender this Note at the office of the Company and shall give written notice by mail, postage prepaid, to the Company at its principal corporate office, of the election to convert the same pursuant to the rights granted herein.  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of this Note, and the person or persons entitled to receive the Shares upon such conversion shall be treated for all purposes as the holder of such Shares as of such date.  If less than the entire principal outstanding balance of this Note immediately prior to such conversion is converted, the Company shall promptly issue a replacement note in the amount not then being converted, but otherwise on the terms and in the form hereof.  As soon as practicable after conversion of this Note into Shares as set forth above, the Company at its expense will cause to be issued in the name of, and delivered to, Lender, a certificate or certificates for the number of Shares to which Lender shall be entitled on such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel for the Company), together with any other securities and property, if any, to which Lender is entitled on such conversion under the terms of this Note.

(c)        If the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets, the right to convert this Note into Shares may be changed into a right to convert it into the securities, cash or other assets of the Company received in any such transaction.

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 (d)       The Company will not issue a fractional share of common stock upon conversion of this entire Note.  Instead, the Company will deliver its check for the value of such fractional share. 

(e)        Upon conversion of this Note, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the Shares upon the conversion. 

(f)        The Company shall reserve out of its authorized but unissued shares of common stock a sufficient number of shares of its common stock to permit the conversion of the entire principal amount of and all accrued interest on the Note.

(g)        All shares of common stock which may be issued upon conversion of the Note shall be fully paid and non‑assessable. 

(h)        The Company will comply with all securities laws regulating the offer and delivery of the Shares upon conversion of the Note and will endeavor to list such shares on each national securities exchange or other exchange on which the common stock is listed.

(i)         If the Company:

(1)               pays a dividend or makes a distribution on its common stock in shares of its common stock;

(2)               subdivides its outstanding shares of common stock into a greater number of shares;

(3)               combines its outstanding shares of common stock into a smaller number of shares;

(4)               makes a distribution on its common stock in shares of its capital stock other than common stock; or

(5)               issues by reclassification of its common stock any shares of its capital stock;

then the conversion privilege and the Conversion Price in effect immediately prior to such action shall be adjusted so that the Lender shall thereafter receive the number of shares of common stock of the Company equal to the number of shares of common stock which Lender would have owned immediately following such action if Lender had converted the Note immediately prior to such action.  The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

(j)     In the event that the Company intends to sell or issue common stock at a price per share which is less than $2.50 per share (as adjusted pursuant to the terms hereof) except for any stock issued to Richard Mendolia, the Conversion Price shall be immediately adjusted so that such Conversion Price shall equal the new price per share at which the Company intends to sell or issue its common stock.  In such event,

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the Company shall issue a supplement to this Note to Lender.  For purposes of this Section, the price per share with respect to the sale or issuance of common stock shall also refer to the exercise or conversion price of any security which may be exercised for or converted into shares of such common stock.

(k)    No adjustment in the Conversion Price need be made unless the adjustment would require an increase or decrease of at least one (1%) percent in the Conversion Price.  Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(l)     No adjustment need be made: (a) for rights to purchase Company common stock pursuant to a Company plan for reinvestment of dividends or interest; (b) for those shares of common stock issuable to Sharon Hollis (100,000 shares of common stock), Debra Boccarossa (10,000 shares of common stock), and Edward Klapp (25,000 shares of common stock), upon the exercise by such persons of those stock options held by them on the date hereof; and (c) for a change in the par value or no par value of the Company’s common stock.  To the extent the Note becomes convertible into cash, no adjustment need be made thereafter as to the cash.  Interest will not accrue on such cash.

(m)   Whenever the Conversion Price is adjusted, the Company shall promptly mail to Lender a notice of the adjustment.  The Company shall furnish to Lender a certificate from the Company’s independent public accountants briefly stating the facts requiring the adjustments and the manner of computing it.

(n)    If (i) the Company takes any action that would require an adjustment in the Conversion Price pursuant to paragraphs (i), (j) or (k), or (ii) there is a liquidation or dissolution of the Company, the Company shall mail to Lender a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation, or dissolution.  The Company shall mail the notice at least fifteen (15) days before such date.

In addition, when the Company takes any action which would require a supplemental Note pursuant to paragraph (j) and which requires approval of the Company’s stockholders, the Company shall mail to Lender a copy of the notice given to the stockholders at the time such notice is mailed to the stockholders.

(o)    If the Company is a party to a transaction subject to paragraph (c) or a merger which reclassifies or changes any of its outstanding stock which has been approved by Lender, the person obligated to deliver securities, cash or other assets to the stockholders of the Company shall enter into a supplemental Note in any such transaction, pursuant to which it agrees to be bound by the terms of this Note. The supplemental Note shall provide that Lender may convert it into the kind and amount of securities, cash or other assets which it would have owned immediately after the consolidation, merger or transfer if Lender had converted the Note immediately before the effective date of the transaction.  The supplemental Note

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shall provide for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section.  The successor Company shall mail to Lender a notice briefly describing the supplemental Note.

5.         Piggy-Back Registration Rights . 

(a)    If the Company at any time proposes to register any of its securities under the Securities Act of 1933, as amended (the “Securities Act”) by registration on Forms S‑1 or S‑3 or any successor or similar form(s) of general application, whether or not for sale for its own account, it shall give prompt written notice to Lender of its intention to do so and of Lender’s rights under this Note.  Upon the written request of Lender specifying the number of Shares intended to be disposed of by Lender, made within twenty (20) days after the receipt of any such notice (ten (10) days if the Company gives telephonic notice to Lender, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the Shares intended to be disposed of by Lender, the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Shares which the Company has been so requested to register by Lender, to the extent requisite to permit the disposition (in accordance with the Company’s intended method) of such Shares to be so registered.  If the Company thereafter determines for any reason not to register or to delay registration of such Shares, the Company may, at its election, give written notice of such determination to Lender and thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register the Shares in connection with such registration (but not from its obligation to pay the Registration Expenses (as hereafter defined) in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares for the same period as the delay in registering such other securities.  The Company shall pay all Registration Expenses in connection with each registration of Shares requested pursuant to this Note.  For purposes hereof, “Registration Expenses”means all expenses incident to the Company’s performance of or compliance with the registration rights set forth in this Note, including, without limitation, all registration, filing and listing fees, all fees and expenses of complying with securities or blue sky laws, all fees and expenses of listing the Shares being registered on any securities exchange, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or “comfort” letters required by or incidental to such performance and compliance, the reasonable fees and disbursements of any one counsel retained by the Lender and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts and commissions and transfer taxes, if any, attributable to securities sold by the Lender, provided that, in any case where Registration Expenses are not to be borne by the Company, such expenses shall not include salaries of Company personnel or general overhead expenses of the Company, auditing fees, premiums or other expenses relating to liability insurance required by underwriters of the Company or other expenses for the preparation of financial statements or other data normally prepared by the Company in the ordinary course of its business or which the Company would have incurred in any event.

(b)  In a registration pursuant to this Note involving a firm commitment underwritten offering, whether or not for sale for the account of the Company, if the managing underwriter of such

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underwritten offering shall inform the Company by letter of its belief that the number of securities requested by stockholders to be included in such registration would substantially interfere with its ability to effect such offering in accordance with the intended method thereof (such letter to state the basis of such belief and the approximate number of such securities that may be distributed without such effect), then the number of securities requested to be registered by the Lender shall be allocated: (i) first, to any shares of common stock the Company wishes to include in any such registration; and (ii) second, to the shares of common stock of the Company held by Lender.

The Company shall so advise Lender of the number of Shares that may be included in the registration and underwriting.  If Lender disapproves of the terms of  any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter.  Any Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration.

6.         Waiver of Rights . The Company hereby waives diligence, presentment, demand, protest and notice of protest, demand and dishonor, and nonpayment of this Note.

7.         Waivers .  No delay or omission on the part of the holder herein exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note, nor shall any waiver on one occasion be construed as a bar to or waiver of any such right on any future occasion. No waiver shall be effective unless in writing and signed by the holder hereof.

8.         Default and Remedies on Default . 

(a)        The outstanding principal balance of this Note, together with all accrued and unpaid interest thereon shall be immediately due and payable upon the occurrence of an Event of Default (as hereinafter defined).  In addition, upon an Event of Default, interest on the remaining unpaid amounts under this Note shall accrue interest at the rate of 25% per annum from the date of such Event of Default until the remaining unpaid amounts due under this Note are paid in full.

(b)        For the purposes of this Note, “Event of Default” means any one or more of the following events: (a) the failure of Company to make any payments required hereunder within five (5) days of the date due, without the necessity for any presentment, demand or further notice whatsoever; (b) if Company shall make an assignment for the benefit of creditors; (c) if Company shall be adjudicated bankrupt or insolvent, or if any petition for bankruptcy pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Company; however, if such adjudication, petition or proceeding was involuntary and was not consented to by Company, upon the same not being discharged, stayed or dismissed within forty-five (45) days; (d) the occurrence of an Event of Default under that certain Convertible Promissory Note, dated the date hereof, by Company in favor of Lender in the original principal amount of $500,000; (e) the occurrence of an Event of Default under that certain Investment Agreement, dated the date hereof, by and between Company and Lender; or (f) the occurrence of an Event of Default under the Security Agreement.

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 (c)       Acceleration of maturity, once claimed by Lender, may, at Lender’s option, be rescinded by written acknowledgment to such effect, but the tender and acceptance of partial payment or partial performance alone shall not in any way affect or rescind such acceleration or maturity, nor shall it constitute a waiver by Lender of the right to demand full payment of all amounts due and payable hereunder.

9.         Costs of Collection .  Company further agrees to pay all reasonable costs of collection, including reasonable attorneys’ fees (inclusive of any appellate or bankruptcy proceedings) in case any payment of principal or interest is not paid by the due date thereof, whether suit be brought or not.

10.       Securities Acknowledgment .  Lender acknowledges that this Note may be deemed a “security” as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”), as well as various states’ securities laws and that such Note will not be registered under the Securities Act, or any other states’ securities laws on the grounds that the transaction in which this Note is issued qualifies for applicable exemptions from the securities registration requirements of such statutes.  The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(2) of the Securities Act and state securities laws. The reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws is predicated in part on the representations of Lender set forth in this Note.

11.       Lender Representation .  Lender represents to the Company that Lender is a “sophisticated investor” as such term is construed under state and federal securities laws and Lender hereby releases, acquits and hold harmless the Company, its officers, directors, employees, agents, representatives and assigns and those acting in concert or participation with them from any and all matters having to do with the lack of registration of this Note under state and federal securities laws and, further, covenants not to sue the Company, its officers, directors, employees, agents, representatives and assigns and those acting in concert or participation with them regarding any matters relating to the lack of registration of this Note and the claim under federal and state law of the private offering exemption.

12.       Notices .  Any notices required under this Note shall be sent to the addresses set forth above, by certified mail return receipt requested, postage prepaid, or by Federal Express or other nationally recognized overnight or international courier, and shall be deemed received three (3) days after posting, if sent by certified mail and one (1) day after delivery to an overnight courier, if so delivered and three (3) days after delivery to an international courier, if so delivered outside the United States. 

13.       Amendment .  This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of the Company or the Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

14.       Liability .  The liability of the Company to the Lender shall be absolute and unconditional and without regard to the liability of any other party.  The Company agrees that it has no defense, right to

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offset or counterclaim as against the Lender, and shall have no right of set-off with respect to any obligation to or of the Lender.

15.       Binding Effect .  Whenever used herein, the words “Company” and “Lender” shall include their respective successors and assigns.  This Note shall be binding on Company and its successors and assigns, and shall inure to the benefit of Lender and its manager(s), member(s), legal representatives, beneficiaries and assigns.

16.       Governing Law; Jurisdiction .  This Note shall be governed by and construed solely and exclusively in accordance with the laws of state of Florida without regard to any statutory or common-law provision pertaining to conflicts of laws.  The Parties agree that courts of competent jurisdiction in  Palm Beach County, Florida shall have exclusive jurisdiction with respect to any dispute, controversy or action arising out of or under this Note.  Company and Lender agree to submit to the personal jurisdiction of such courts.  The Lender waives any claim that Lender may have that any of the foregoing courts is an inconvenient forum.

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IN WITNESS WHEREOF, the Company and Lender have executed this Convertible Promissory Note as of the date set forth below.

MEDYTOX SOLUTIONS, INC.

By: /s/: William Forhan                                                Date: December 6, 2011

       William Forhan, Chief Executive Officer 

VALLEY VIEW DRIVE ASSOCIATES, LLC:

By: /s/: Richard Mendolia                                            Date:     December 6, 2011

      (Signature)

Name:  Richard Mendolia                                           Title:

            (Print)

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SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 6th day of December, 2011, by MEDYTOX SOLUTIONS, INC. , a Nevada corporation with a principal place of business at 400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401 (“Borrower”), MEDYTOX MEDICAL MANAGEMENT SOLUTIONS CORP . a Florida corporation with a principal place of business at 400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401 (“Medytox Medical”) and MEDYTOX INSTITUTE OF LABORATORY MEDICINE, INC. , a Florida corporation with a principal place of business at 400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401 (“Medytox Laboratory”), (each a “Subsidiary” and collectively, the “Subsidiaries”),  in favor of VALLEY VIEW DRIVE ASSOCIATES, LLC , a New Jersey limited liability company with a principal place of business at c/o Mr. Robert Mendolia, 215 Valley View Drive, Franklin Lakes, New Jersey 07417 (“Secured Party”).  Borrower and Subsidiaries shall hereafter individually and collectively be referred to as “Debtor”.

W I T N E S S E T H:

WHEREAS, Secured Party has made certain loans to Borrower in the aggregate amount of One Million and 00/100 ($1,000,000.00) Dollars (the “Loans”), which loans are evidenced by (i) a Promissory Note, dated December 6, 2011, made by Borrower in favor of Secured Party in the original principal amount of $500,000.00, and a Convertible Promissory Note, dated December 6, 2011, made by Borrower in favor of Secured Party in the original principal amount of $500,000.00 (collectively, the “Notes”);

WHEREAS, to secure Borrower’s obligations under the Notes, Borrower has agreed to grant to Secured Party a lien on certain of its assets;

WHEREAS, the Subsidiaries are wholly-owned subsidiaries of Borrower and will receive a benefit from Lender’s making of the Loans to Borrower; and

WHEREAS, to further secure Borrower’s obligations under the Notes, each Subsidiary has agreed to grant to Secured Party a lien on certain of its assets.

NOW, THEREFORE , in consideration of the premises and for other good consideration, the receipt and adequacy of which is hereby acknowledged by the parties, Debtor hereby agrees with Secured Party for the benefit of Secured Party as follows:

SECTION 1.      Grant of Security .  As security for the fulfillment by (x) Borrower of all of Borrower’s obligations under the Notes, and (y) Debtor of all of Debtor’s obligations under this Agreement (the “Obligations”), Debtor hereby assigns and pledges to Secured Party, and hereby grants to Secured Party a security interest in, and lien upon, all of Debtor’s right, title,

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and interest in and to the Accounts Receivable of Debtor, and the Proceeds thereof, each as defined and more particularly set forth on Exhibit “A” attached hereto (the “Collateral”).

SECTION 2.      Debtor Remains Liable .   Anything herein to the contrary notwithstanding, (a) Debtor shall remain solely liable under any contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Secured Party of any of the rights hereunder shall not release Debtor from any of its duties or obligations under any contracts and agreements included in the Collateral, and (c) Secured Party shall not have any obligation or liability under any contracts and agreements included in the Collateral by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

SECTION 3.      Representations and Warranties .   Each Debtor represents and warrants as to itself as follows:

(a)            Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has never changed, altered, amended and/or modified its state of organization, whether through or as a result of any merger, acquisition, consolidation or otherwise.

(b)            Medytox Medical is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has never changed, altered, amended and/or modified its state of organization, whether through or as a result of any merger, acquisition, consolidation or otherwise.

(c)            Medytox Laboratory is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has never changed, altered, amended and/or modified its state of organization, whether through or as a result of any merger, acquisition, consolidation or otherwise.

(d)            Borrower’s chief executive office and the office where Borrower keeps its records concerning the Accounts Receivable (as hereinafter defined) is located at 400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401.

(e)            Medytox Medical’s chief executive office and the office where Medytox Medical keeps its records concerning the Accounts Receivable (as hereinafter defined) is located at 400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401.

(f)             Medytox Laboratory’s chief executive office and the office where Medytox Laboratory keeps its records concerning the Accounts Receivable (as hereinafter defined) is located at 400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401.

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(g)            The organizational identification number of Debtor is NV20051517354, and the employer identification number of Debtor is 37-164-6893.

(h)            The organizational identification number of Medytox Medical is P11000058880.

(i)              The organizational identification number of Medytox Laboratory is P11000067382.

(j)              Debtor owns the Collateral free and clear of any lien, security interest, charge or encumbrance except for the security interest created by this Agreement, and is granting Secured Party a  security interest in the Collateral.  Secured Party acknowledges and agrees that Debtor may hereinafter agree to engage in accounts receivable financing for Debtor’s business and, that if required under the terms of any such financing agreement, may grant a security interest in such Debtor’s accounts receivable that will be senior to and have first priority over any security interest of Secured Party.

(k)            No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, or any other person or entity (including any other creditor), is required either (i) for the grant by Debtor of the security interests created hereby or for the execution, delivery or performance of this Agreement by Debtor, or (ii) for the perfection by Secured Party of its security interest in, or the exercise by Secured Party of its rights and remedies hereunder with respect to, the Collateral.  This Agreement has been duly authorized by all corporate action.  This Agreement is the valid and binding obligation of Debtor enforceable in accordance with its terms.  This Agreement does not conflict with or violate any agreement or other obligation to which Debtor is subject.

(l)              Debtor covenants and agrees to give written notice to Secured Party in the event that it, at any time after the date hereof, whether as a result of any merger, acquisition, consolidation or otherwise:

(i)                 Changes its exact full name;

(ii)              Changes its state of organization;

(iii)            Changes its type of organization;

(iv)            Uses, establishes, or otherwise does business under any trade name, alternate or fictitious name or any other name;

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(v)               Changes its chief executive office or the office at which Debtor keeps its records concerning the Accounts Receivable; and/or

(vi)            Changes its employer identification number and/or its organization identification number;

which notice, in any such event, shall be given not less than thirty (30) days prior to such change taking place or such trade name, alternate or fictitious name or other name being used.

SECTION 4.      Performance by Secured Party . If Debtor fails to perform any of its promises in this Agreement, Secured Party may do so, at the sole cost and expense of Debtor.

SECTION 5.      Default . Secured Party may declare Debtor to be in default upon the occurrence of any of the following events (an “Event of Default”):

(a)            the occurrence of an Event of Default under either or both of the Notes or any document executed and delivered in connection therewith;

(b)            any Debtor fails to perform any of its Obligations contained in this Agreement; or

(c)            if any statement made by any Debtor in connection with the Obligations proves to be false or misleading in any material respect.

SECTION 6.      Remedies .   Upon the occurrence of an Event of Default, Secured Party shall have the following remedies:

(a)            To proceed immediately to realize upon the Collateral, without the need to institute suit, make demand, exhaust its remedies or otherwise proceed to enforce its rights;

(b)            To declare the entire amount of unpaid principal, accrued and unpaid interest and other money due under this Agreement and the Notes immediately due and payable;

(c)            To file an action seeking a judgment on this Agreement, and upon the filing of a complaint, Secured Party shall be entitled to the appointment of a receiver for the profits of Debtor without the necessity of proving either inadequacy of the security or insolvency of Debtor, and Debtor and each such person waive such proof and consent to the appointment of a receiver; and

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(d)            To pursue all of Secured Party’s rights and remedies under the Uniform Commercial Code of the State of Florida in respect of the Collateral, including but not limited to the strict foreclosure rights of Article 9 of the Uniform Commercial Code.  Debtor hereby expressly waives any right of redemption which may exist with respect to the Collateral.  In connection with Secured Party’s exercise of the rights and remedies under Article 9 of the Uniform Commercial Code of Florida, Debtor hereby agrees that five (5) days notice of sale is commercially reasonable notice.  All remedies provided in this Agreement, the Notes and any and all documents entered into in connection herewith or therewith, shall be cumulative and concurrent, and shall be in addition to any other rights or remedies now or hereafter provided by law or in equity.  No delay, failure or omission by any holder of this Agreement in respect of any default by Debtor, to exercise any right or remedy shall constitute a waiver of the right to exercise the right or remedy upon such default or any subsequent default.

SECTION 7.      Power of Attorney .  Upon the occurrence and during the continuance of an Event of Default, Debtor hereby irrevocably designates and appoints Secured Party (and all persons designated by Secured Party) as Debtor’s true and lawful attorney-in-fact, and authorizes Secured Party, in Debtor’s or Secured Party’s name, at any time an Event of Default has occurred to:  (i) demand payment on Accounts Receivable, (ii) enforce payment of Accounts Receivable by legal proceedings or otherwise, (iii) exercise all of Debtor’s rights and remedies to collect any Account Receivable, (iv) sell or assign any Account Receivable upon such terms, for such amount and at such time or times as Secured Party deems advisable, (v) settle, adjust, compromise, extend or renew an Account Receivable, (vi) discharge and release any Account Receivable, (vii) prepare, file and sign Debtor’s name on any proof of claim in bankruptcy or other similar document against an account debtor, (viii) notify the post office authorities to change the address for delivery of Debtor’s mail to an address designated by Secured Party, and open and dispose of all mail addressed to Debtor, (ix) do all acts and things which are necessary, in Secured Party’s determination, to fulfill Debtor’s obligations under this Agreement and the Notes, (x) take control in any manner of any item of payment or proceeds thereof, (xi) have access to any lockbox or postal box into which Debtor’s mail is deposited, (xii) endorse Debtor’s name upon any items of payment or proceeds thereof and deposit the same in the Secured Party’s account for application to the Obligations, (xiii) endorse Debtor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account Receivable or any goods pertaining thereto, (xiv) sign Debtor’s name on any verification of Accounts Receivable and notices thereof to account debtors, and (xv) to file any UCC financing statements or amendments thereto with respect to the Collateral.  Debtor hereby releases Secured Party and its respective managers, officers, employees, designees and other representatives from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of Secured Party’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction.

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SECTION 8.      Payments Due upon Default .   If Secured Party declares that Debtor is in default of any obligation to pay money to Secured Party, Secured Party may immediately proceed in the enforcement of this Agreement, and Debtor will also be responsible for the payment of all expenses incurred by Secured Party in enforcing this Agreement and enforcing the Obligations, including, without limitation, legal fees and expenses.

SECTION 9.      Financing Statements and Further Assurances .

(a)            Debtor agrees that at any time and from time to time, at its own cost and expense, Debtor will promptly complete, execute, deliver and file, as applicable, all further instruments and documents, including without limitation certificates of title, and take all further action that may be reasonably necessary or desirable, or that Secured Party may reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to the Collateral.

(b)            Debtor hereby specifically and irrevocably authorizes Secured Party at any time and from time to time, to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) identify the Collateral; and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code for a filing office’s acceptance of any financing statement or amendment, including, without limitation, where Debtor is an organization, the type of organization of Debtor and any organizational identification number issued to Debtor.  Debtor hereby covenants and agrees to furnish any such information to Secured Party immediately upon request therefor.

SECTION 10.                         Amendments; Waivers; etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by Debtor herefrom, shall in any event be effective unless the same shall be in writing and signed by Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  This Agreement (including the recitals) constitutes the entire agreement of the parties with regard to its subject matter.

SECTION 11.                         Notice .  All notices and other communications required or permitted to be given hereunder shall be in writing, and, shall be provided in accordance with the provision of notices under the Notes.

SECTION 12.                         Continuing Security Interest; Termination .   This Agreement shall create a security interest in the Collateral (except as otherwise provided herein) and shall (i) remain in full force and effect for so long as the Obligations exist, (ii) be binding upon Debtor, its successors and assigns, and (iii) inure, together with the rights and remedies of Secured Party, to the benefit of Secured Party and its successors and assigns.  Upon termination, Secured Party will, at Debtor’s sole cost and expense, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence such termination.

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SECTION 13.                         Governing Law; Terms .  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.  Debtor and Secured Party each hereby submit itself for the sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction of the state and federal courts of Palm Beach County, Florida, and waive any objection (on the grounds of lack of jurisdiction or forum non conveniens , or otherwise) to the exercise of such jurisdiction over it by such Court.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  Unless otherwise defined herein, terms used in Article 9 of the UCC are used herein as therein defined.

SECTION 14.                         Waiver of Jury Trial .  IN ANY ENFORCEMENT OF THIS AGREEMENT OR ANY MATTERS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, DEBTOR AND BY ACCEPTING THIS AGREEMENT, SECURED PARTY, WAIVE ANY RIGHT TO TRIAL BY JURY.

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IN WITNESS WHEREOF , Debtor has caused this Agreement to be duly executed and delivered as of the date first above written.

DEBTOR:

MEDYTOX SOLUTIONS, INC.

By: /s/ William G. Forhan
William G. Forhan, CEO 

MEDYTOX MEDICAL MANAGEMENT SOLUTIONS CORP.

By: /s/ Seamus Lagan
Seamus Lagan, President 
   

MEDYTOX INSTITUTE OF LABORATORY MEDICINE, INC.

By: /s/ Seamus Lagan
Seamus Lagan, President 

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EXHIBIT A

Collateral

“ Account Receivable ” or “ Accounts Receivable ” shall mean, in addition to the definition thereof contained in the UCC (as defined herein), any and all accounts, contract rights, claims, causes of action, awards, judgments and recoveries of any of the foregoing, chattel paper, instruments, negotiable documents, general intangibles and other obligations of any kind, together with any property evidencing or relating to such rights, including, without limitation, all books, records, invoices, magnetic tapes, processing software, processing contracts (such as contracts for computer time and services), now or hereafter existing, arising out of or in connection with the business of Debtor.

“ Proceeds ” shall mean, in addition to the definition thereof contained in the UCC, all proceeds of the Accounts Receivable.

“ UCC ”or “ Uniform Commercial Code ” means the Uniform Commercial Code, as adopted in the State of Florida.  To the extent that the definition of any category or type of collateral is modified by an amendment, modification and/or revision to the Uniform Commercial Code, such amended, modified and/or revised definition will apply to this Agreement, and any and all documents executed in connection herewith will automatically as of the effective date of such amendment, modification and/or revision be deemed so amended, modified or revised.

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