FOR VALUE RECEIVED, subject to LQ Acquisition Inc., an Illinois corporation (the “Maker”) meeting all of the
“Conditions Precedent” listed in Section 3 below as determined by Life Quotes, Inc. a Delaware corporation (the “Payee”), in its
sole and absolute discretion, the Maker promises to pay to the order of the “Payee, in lawful money of the United States of
America, the principal sum of $19,000,000.00 (Nineteen Million Dollars), together with interest on the unpaid principal balance,
compounded daily, at an annual interest rate of 6.0%; provided, however that at no time shall the Interest Rate exceed the
highest rate permitted by law. Interest shall be calculated on the basis of a year of 365 days and charged for the actual number
of days elapsed.
This Promissory Note (this “Note”) has been executed and delivered on the date hereof (the “Note Date”), by and between
Maker and the Payee. This Note is being entered into in connection with the tender offer of even date hereof made by the
Maker for all of the issued and outstanding Payee shares of $.003 par value common stock (the “Shares”) not already held by
the Maker (the “Offer”). The proceeds from any and all borrowings under this Note shall only be used to pay the tender offer
price to those who have validly tendered and not withdrawn Shares pursuant to the Offer, and expenses related thereto.
1.1 PRINCIPAL AND INTEREST. The principal amount of this Note plus all accrued but previously unpaid interest will be
due and payable within five Business Days (as defined below) after the consummation of the “short form” merger under
Delaware law in connection with the Offer for all of the issued and outstanding Shares of Payee not otherwise held by the
Maker (the “Maturity Date”). Interest will accrue as aforesaid and accrued but unpaid interest will be due on the Maturity Date
(each, an “Interest Payment Date”) in cash.
1.2 MANNER OF PAYMENT. All payments of principal and cash interest on this No