8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2009

MMR INFORMATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-51134	33-0892797
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2934½ BEVERLY GLEN CIRCLE, SUITE 702 LOS ANGELES, CALIFORNIA		90077
(Address of Principal Executive Offices)		(Zip Code)

(310) 476-7002
(Registrant's telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01    Entry into a Material Definitive Agreement

On April 29, 2009, we, our subsidiary MyMedicalRecords, Inc. ("MMR") and The RHL Group, Inc. ("The RHL Group"), a California corporation, entered into a Secured Credit Restructuring Agreement (the "Restructuring Agreement") to provide for the restructuring of MMR's credit facility with The RHL Group, among other items. The RHL Group is a significant stockholder of our company and is wholly-owned by Robert H. Lorsch, Chairman, Chief Executive Officer and President of our company and of MMR. In connection therewith, MMR issued The RHL Group a Third Amended and Restated Secured Promissory Note (the "Third Amended Note"), which amends and restates MMR's current credit facility with The RHL Group, as evidenced by the Second Amended and Restated Note (the "Existing Note"). We also executed a Guaranty in favor of The RHL Group to guarantee MMR's payment of the Third Amended Note (the "Guaranty"). The terms of the Third Amended Note, Guaranty and Restructuring Agreement are described below, and copies of each are included as Exhibits to this current report on Form 8-K. The following discussion in qualified in its entirety by the full text of such agreements, which are incorporated by reference herein.

The Third Amended Note amends and restates MMR's current credit facility with The RHL Group, as evidenced by the Existing Note, to increase the maximum amount of MMR's obligations that may be incurred thereunder from $1,000,000 or more under the Existing Note to $3,000,000. The Existing Note had a balance of $822,250 on December 31, 2008. The Third Amended Note matures November 30, 2009, and bears interest at the lesser of 10% or the highest rate then permitted by law, and is secured (similar to the Existing Note) by the existing Security Agreement, which has been in effect since July 31, 2007.

Although the maximum amount of MMR's obligations that may be incurred has been increased to $3,000,000 in the Third Amended Note, the Existing Note that it replaces contained no obligation (and the Third Amended Note creates no new obligation) on the part of The RHL Group or any person to extend further credit to MMR beyond that existing as of the date of the Existing Note or the Third Amended Note, as the case may be. However, despite the absence of any obligation under the Existing Note to make additional loans, advances and guarantees to MMR, The RHL Group made substantial loans, advances and guarantees to MMR after the date on which the Second Amended Note was executed, including loans, advances and guarantees aggregating not less than $300,000 after the date of the merger in which MMR became our wholly-owned subsidiary. Similarly, despite the absence of any obligation to do so under the Third Amended Note, it is anticipated that The RHL Group will make further loans, advances and guarantees to MMR, and the Restructuring Agreement includes a covenant on the part of The RHL Group to make a minimum of $100,000 of additional loans, advances and guarantees thereunder within the next 30 days alone.

The Restructuring Agreement also obligates The RHL Group to use commercially reasonable efforts to assist in raising additional financing from third parties and to extend the maturity of the Third Amended Note for an additional six-month term if MMR is in full compliance with its covenants and other obligations on such date, on terms to be negotiated at such time. Additionally, the Restructuring Agreement obligated Mr. Lorsch to exercise all of his outstanding options prior to May 1, 2009 (which options were exercised on April 30, 2009), with the aggregate exercise price paid as a reduction in principal owing The RHL Group under the Third Amended Note.

Pursuant to the terms of the Third Amended Note, The RHL Group received, as an origination fee, a note for $200,000, payable at maturity (at our company's sole option) in cash or by delivery to The RHL Group warrants to acquire 2,800,000 shares of our common stock at an exercise price of $0.15 per share. The warrants, if issued in our company's sole discretion, would have a four year term and be nontransferable without our consent. If the term of the Third Amended Note is extended beyond November 1, 2009, we expect that we would grant The RHL Group an additional origination fee on terms to be negotiated at such time.

As a condition to its entering into the Restructuring Agreement, we agreed to guaranty MMR's obligations under the Third Amended Note, and agreed with MMR to terminate the Allonge entered into on January 27, 2009. The Allonge had precluded The RHL Group from (1) declaring a default or event of default under the Security Agreement or the Existing Note, (2) accelerating the maturity date of the Existing Note, (3) exercising any of its principal remedies for a default or event of default under the Security Agreement, (4) assigning the Existing Note, the proceeds of the Existing Note or to otherwise negotiating the Existing Note, or (5) to repayment of the unpaid balance on the Existing Note, in each case prior to the earlier of repayment of $709,000 pursuant to the Creditor Plan or 10 days after the two-year anniversary of the closing of our acquisition of MMR. The Third Amended Note does not obligate The RHL Group to extend its forbearance with respect to (1), (2) or (3) beyond June 1, 2009, although The RHL Group never exercised similar rights under the Existing Note despite its ability to do so.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Third Amended and Restated Secured Promissory Note
10.2	Secured Credit Restructuring Agreement
10.3	Guaranty

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   May 4, 2009

MMR INFORMATION SYSTEMS, INC.
By:           /s/ ROBERT H. LORSCH   
Name:   Robert H. Lorsch
Title:     Chairman, President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit	Description
10.1	Third Amended and Restated Secured Promissory Note
10.2	Secured Credit Restructuring Agreement
10.3	Guaranty

EX-10.1

Exhibit 10.1

THIRD AMENDED AND RESTATED SECURED PROMISSORY NOTE

(For Revolving Line of Credit, Advances and Guaranteed Obligations)

$3,000,000 April 29, 2009 Los Angeles, California

For Value Received, the undersigned MyMedicalRecords, Inc. (formerly mymedicalrecords.com, Inc.), a Delaware corporation ("Borrower") and a wholly-owned subsidiary of MMR Information Systems, Inc. (formerly Favrille, Inc.), a Delaware corporation ("Parent"), promises to pay to the order of The RHL Group, Inc., a California corporation ("Lender"), the sum of up to Three Million Dollars ($3,000,000) (sometimes referred to as a "Reserve Line of Credit" herein), on a revolving basis, with interest from the date of disbursement on the Unpaid Balance, as that term is used herein, and defined below, from time to time outstanding. Capitalized terms used herein without definition shall, unless otherwise indicated, have the meanings given to such terms in the Security Agreement dated July 31, 2007, which grants certain security interests in the Collateral owned by Borrower, as therein defined. Borrower and Lender agree that the terms of this Third Amended and Restated Secured Promissory Note ("Third Amended Note") apply to the increased Reserve Line of Credit.

This Third Amended Note is intended to update and amend that certain Secured Promissory Note (the "Original Note") dated July 30, 2007, as amended by the Amended and Restated Secured Promissory Note (the "First Amended Note"), dated August 23, 2007, and as further amended by the Second Amended and Restate Secured Promissory Note (the "Second Amended Note") dated August 1, 2008, which was modified by the Allonge dated January 27, 2009 (the "Allonge"), which notes were approved by the Borrower's Board of Directors by resolutions dated July 23, 2007, August 30, 2007 and June 2, 2008, respectively. As stated therein, the Original Note, the First Amended Note and the Second Amended Note provided for increases, if necessary, in the amount of the Reserve Line of Credit, and the terms of the Security Agreement entered into on July 31, 2007 provide for that agreement to apply to advances in excess of the therein stated "Amount". The terms of the Security Agreement shall be deemed to apply to, and a security interest is hereby granted to the Lender, for all advances made, under this Third Amended Note to the same extent, validity, security and priority as to advances under the Original Note, the First Amended Note and the Second Amended Note.

The original of the First Amended Note and Second Amended Note, including the Allonge, shall be marked as "superseded" and stapled to the rear of this Third Amended Note. If and only if the Third Amended Note is deemed unenforceable, or if the Security Agreement is, for any reason, deemed not to apply to the Third Amended Note, then the terms of the Second Amended Note, including the Allonge (or the First Amended Note or the Original Note, as the case may be and if necessary), shall be deemed reinstated to the extent necessary to: (a) repay the advances of the Lender, and (b) provide for security to the Lender.

PROMISSORY NOTE Page 1 of 6   

The term "Unpaid Balance" shall mean all of the following: (a) the funds actually lent to the Borrower, including interest, fees, and costs thereon (which includes reasonable legal expenses of Lender in connection with this Third Amended Note); (b) any funds paid or advanced for the benefit of the Borrower at the request of Borrower to third parties, including charges made on the Lender's credit or charge cards, or credit or charge cards for which Lender is liable (exclusive of interest on such charges) ("Credit Card Advances") on or after July 23, 2007, (c) subject to the last sentence of this paragraph, any amounts guaranteed by the Lender at the request of Borrower, for which the guarantees are still outstanding (including any balance still due under the January 9^th, 2009 guarantee of Robert H. Lorsch to Singer Lewak LLP), (d) unpaid consulting fees, salary or expenses accrued or owed to Lender. However, any amounts guaranteed by the Lender and unpaid consulting fees shall not be included in the $3,000,000 Reserve Line of Credit limit.

The entire Unpaid Balance shall be due and payable at the end of each calendar month, provided however, that if the Borrower is not otherwise in default under the Original Note, the First Amended Note, the Second Amended Note or this Third Amended Note or the Security Agreement entered into on or about July 31, 2007, the Reserve Line of Credit shall continue in existence for the next succeeding month, and payment of the full Unpaid Balance shall be similarly deferred. However, notwithstanding any other provision in this Note: (1) the obligation to pay interest on a monthly basis, and the obligation to pay the Credit Card Advances, shall continue to be due and payable on a monthly basis, and (b) unless otherwise agreed in writing by Lender, the entire unpaid balance shall be due and owing, without extension, November 30, 2009 (the "Final Maturity Date").

The monthly payment shall not include any interest for amounts guaranteed by the Lender unless the Lender has performed on the guarantee, whether by payment or otherwise, except that on the Final Maturity Date the Borrower must pay all amounts due, including payment in full of the amount of any still then outstanding guarantees (which latter amount shall be placed in a trust account pending payment by the Borrower of the guaranteed obligation (and subsequent release of the funds back to the Borrower) or payment to the guaranteed party in accordance with any agreement between the Lender and the guaranteed party).

Upon the occurrence of an Event of Default, as defined in this Note or the Security Agreement, the Final Maturity Date shall be accelerated without further action by the Lender.

Interest shall accrue at the rate equal to the lesser of 10% per annum or the maximum rate allowed under the California Constitution. Said rate shall continue in effect for the entire period of the Reserve Line of Credit up to the Final Maturity Date. At no time shall the interest rate, and fees, if applicable, exceed the maximum rate chargeable by law.

Borrower acknowledges and agrees that the Unpaid Balance is presently due and owing, that the Unpaid Balance is approximately $1,500,000, and that there are no defenses, at law or in equity, to the amount due under this Note as of the date of the execution of this Note.

Borrower and Parent understand that Lender is charging, in addition to interest, as described above a "Loan Origination Fee." The Loan Origination Fee is payable to Lender on the date of this Third Amended Note and, in the event of any renewal for an additional six-month

PROMISSORY NOTE Page 2 of 6   

term, on any such renewal date. The Loan Origination Fee shall be $200,000 payable by a separate promissory note (which shall be convertible at the sole option of the Borrower into warrants to acquire 2,800,000 shares of Parent's common stock at an exercise price of $0.15 per share, which shall be fully vested and be exercisable in cash or in a cashless exercise at any time prior to their fourth anniversary of issuance, and which shall be non-transferrable without the consent of Parent, which consent is not to be unreasonably withheld).

All payments on this Note are payable at, and all writings respecting the warrants shall be sent to, Lender's accountant at the following address, with a copy to Borrower: NKSF, 10100 Santa Monica Blvd., Suite 1300, Los Angeles, California 90067, Attn: Thomas Kingsley, or at such other place as the Lender or any other holder hereof shall notify Borrower in writing.

All payments received by the Lender on this Note may be applied by Lender as follows: first, to the payment of all fees and expenses owed under this Note or the Security Agreement dated July 31, 2007; second, to the payment of accrued and unpaid interest then due and owing; and third, to principal.

This Note may be prepaid in whole or in part, without penalty. In the event of partial prepayments, the prepayments and proceeds shall be applied as described in the just preceding paragraph.

Notwithstanding anything else in this Agreement, the entire Unpaid Balance shall be due and owing, without extension on the occurrence of any of the following, unless otherwise agreed by Lender in writing: (a) a change in ownership or control of Borrower in an amount equal to or greater than 1/3 of outstanding voting stock; (b) a transfer of at least 1/3 of the assets of Borrower; (c) a change in the composition of Borrower's Board of Directors, Officers and/or senior management; (d) Parent or Borrower shall first be the subject of a case pending in any United States Bankruptcy Court; (e) Parent or Borrower shall suffer the appointment of a receiver appointed in any state or federal court action, or other proceeding; (f) Parent or Borrower shall be the subject of any writ of attachment or writ of execution; (g) Parent or Borrower shall not have come into full compliance with all of its covenants in prior agreements by June 1, 2009; (h) Parent and Borrower shall fall out of compliance with its covenants on and after June 1, 2009; (i) Borrower shall have less than $100,000 in cash in its bank accounts or such other amount as necessary to maintain operations through the subsequent thirty (30) days on and after June 1, 2009; or (j) Borrower and Parent shall not timely pay any obligations due respecting payroll and all associated payroll taxes on and after June 1, 2009. Notwithstanding the foregoing sentence, Lender hereby expressly waives, both now and in the future, any Default or Event of Default under this Note and the Security Agreement that arises from or is related to the Closing (as that term is defined in the Agreement and Plan of Merger and Reorganization dated November 8, 2008 by and among Borrower, Parent and a wholly-owned merger subsidiary of Parent (the "Merger Agreement")) and the consummation of the transactions described in the Merger Agreement.

The Security Agreement relating to the Original Note, and the First Amended Note, the Second Amended Note or this Third Amended Note shall jointly be referred to as the "Loan Documents".

PROMISSORY NOTE Page 3 of 6   

Upon the happening of any failure to make any payment under the Loan Documents, or any other "Event of Default" as defined in the Security Agreement, Lender may at its option declare the entire unpaid balance of this Note, together with interest accrued thereon, to be immediately due and payable. Upon receiving notice of Default, Borrower will have 7 calendar days to cure such Event of Default. In the event the Borrower fails to cure the default, the Lender may proceed to exercise any rights or remedies that it may have under any of the Loan Documents or under this Note or such other rights and remedies which, subject to the provisions of this Note and Loan Documents, the Lender may have at law, equity or otherwise. In the event of such acceleration, Borrower may discharge its obligations to the Lender by paying the unpaid balance hereof as of the date of such payment, plus accrued interest and fees, in the manner set forth above.

Upon an Event of Default (as defined in the Security Agreement), the interest rate hereunder shall be computed as the higher of: (a) the highest rate then allowed by law, or (b) the rate described herein.

After default, in addition to principal and accrued interest, the Lender shall be entitled to collect all costs of collection, including, but not limited to, reasonable attorneys' fees incurred in connection with any of the lender's reasonable collection efforts, whether or not suit on this Note is filed, and all such costs and expenses shall be payable on demand.

No failure on the part of the Lender or other holder hereof to exercise any right or remedy hereunder, whether before or after the happening of a default, shall constitute a waiver thereof, and no waiver of any past default shall constitute waiver of any future default or of any other default. No failure to accelerate the debt evidenced hereby by reason of default hereunder, or acceptance of a past due installment or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment thereafter, or shall be deemed to be a novation of this Note or as a reinstatement of the debt evidenced hereby or a waiver of such right of acceleration or any other right, or be construed so as to preclude the exercise of any right which Lender may have, whether by the laws of the State of California, by agreement or otherwise, and Borrower and each endorser or guarantor hereby expressly waives the benefit of any statute or rule of law or equity which would produce a result contrary to or in conflict with the foregoing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom such agreement is sought to be enforced.

Borrower and each endorser or guarantor of this Note hereby waives presentment, protest, demand, and diligence, notice of dishonor and notice of nonpayment.

All agreements between Borrower and Lender, whether now existing or hereafter arising, and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Lender of the holder hereof, or collected by Lender or such holder for the use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in any other document pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under governing usury laws as applicable in this transaction, If, under any circumstances whatsoever, fulfillment of any provision hereof or of the Loan Documents or any

PROMISSORY NOTE Page 4 of 6   

other documents, at the time performance of such provision shall be due, shall involve exceeding the limit of validity prescribed by law for this transaction, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances Lender or other holder hereof shall ever receive an amount deemed interest by applicable law, which would exceed the highest lawful rate allowed for this transaction, such amount that would be excessive interest under governing laws as applicable to this transaction shall be applied to the reduction of the principal amount owing hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. All sums paid or agreed to be paid to the holder hereto for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by governing law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law as applicable to this transaction, shall be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the loan evidenced hereby so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Borrower, and endorser or guarantor and Lender.

This Note shall be governed by and construed under the laws of the State of California applicable to contracts made and to be performed entirely in that State without regard to the principles thereof regarding conflict of laws. Borrower and each endorser or guarantor hereby submits to personal jurisdiction in said State for the enforcement of Borrower's obligations hereunder, and waives any and all personal rights under the law of the other state to object to jurisdiction within such State for the purposes of litigation to enforce such obligations of Borrower. In the event such litigation is commenced, Borrower agrees that service of process may be made and personal jurisdiction over Borrower obtained, by service of a copy of the summons, complaint and other pleadings required to commence such litigation upon Borrower's appointed agent for service of process in such state with a copy to:

Naj Allana
MyMedicalRecords, Inc.
2934½ Beverly Glen Circle, #702
Los Angeles, CA 90077

The holder of this note shall be entitled, without limitation, to all of the rights and remedies of the Lender under the Loan Agreements with respect to this Note. In the event of any conflict between the terms and conditions of the Security Agreement and those of this Note, the terms and conditions of this Note shall control. The obligations of Borrower pursuant to this Note are secured by the Security Agreement.

Borrower represents that it has obtained all of the corporate authority necessary to execute this Note.

PROMISSORY NOTE Page 5 of 6   

IN WITNESS WHEREOF, Borrower has executed this instrument by its duly authorized signatories as of the date first above written

MyMedicalRecords, Inc., a Delaware corporation ("Borrower")

Name: Naj Allana

Title: CFO

Signature: /s/ Naj Allana

Date: April 29, 2009

For limited purposes of agreement to pay the Loan Origination Fee,
MMR Information Systems, Inc., a Delaware corporation ("Parent")

Name: Naj Allana

Title: CFO

Signature: /s/ Naj Allana

Date: April 29, 2009

PROMISSORY NOTE Page 6 of 6   

EX-10.2 4 exh10-2.htm SECURED CREDIT RESTRUCTURING AGREEMENT

Exhibit 10.2

SECURED CREDIT RESTRUCTURING AGREEMENT

This Secured Credit Restructuring Agreement (the "Agreement") is entered into this 29th day of April, 2009, by and among MMR Information Systems, Inc. (formerly Favrille, Inc.), a Delaware corporation ("Parent"), MyMedicalRecords, Inc. (formerly mymedicalrecords.com, Inc.), a Delaware corporation ("MMR"), The RHL Group, Inc., a California corporation ("RHL Group" or "Lender"), and Robert H. Lorsch, an individual ("Lorsch").

WHEREAS, MMR previously executed a Secured Promissory Note dated July 30, 2007 in favor of RHL Group (the "Original Note"), which Original Note was amended and restated by the Amended and Restated Secured Promissory Note dated August 23, 2007 (the "First Amended Note"), and was further amended and restated by the Second Amended and Restated Secured Promissory Note dated August 1, 2008 (the "Second Amended Note"), in connection with the provision of a Reserve Line of Credit by The RHL Group and possible increases in the amount thereof.

WHEREAS, as contemplated by the Original Note, MMR and the RHL Group entered into a Security Agreement dated July 31, 2007 (the "MMR Security Agreement"). The benefits of the MMR Security Agreement have extended to the First Amended Note and the Second Amended Note, as contemplated therein.

WHEREAS, MMR, Parent, and a wholly-owned subsidiary of Parent entered into that certain Agreement and Plan of Merger and Reorganization dated November 8, 2008 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of Parent would merge with and into MMR (the "Merger"), which Merger occurred on January 27, 2009. By virtue of the Merger, MMR became a wholly-owned subsidiary of Parent and RHL Group became a significant stockholder of Parent. As contemplated by the Merger Agreement, Lorsch became Chairman, Chief Executive Officer and President of Parent effective as of the closing of the Merger.

WHEREAS, concurrent with the execution of the Merger Agreement, Parent, MMR and Kershaw Mackie & Co. entered into a Creditor Plan (the "Creditor Plan") to arrange for settlement of the outstanding known creditor claims of Parent.

WHEREAS, as contemplated by the Creditor Plan and in satisfaction of a condition to the closing of the Merger as provided in the Merger Agreement, RHL Group and MMR entered into an Allonge dated January 27, 2009 (the "Allonge") to be attached to the Second Amended Note, pursuant to which RHL Group agreed to suspend certain rights under the Second Amended Note, and make certain modifications to the Second Amended Note and MMR Security Agreement for so long as the Allonge remained in effect.

WHEREAS, as contemplated by the Merger Agreement, the Creditor Plan and the Allonge, RHL Group and Parent and NCC Group, Inc., a Virginia corporation ("NCC") entered into that certain Promissory Note Escrow Agreement dated January 27, 2009 (the "PNEC"), and the Second Amended Note and Allonge were to be delivered to NCC to be held in escrow.

WHEREAS, prior to the Merger, RHL Group provided guarantees to third parties with respect to obligations of MMR in an aggregate amount not less than $300,000 and, subsequent to the execution of the Allonge and consummation of the Merger and notwithstanding the absence of any obligation on the part of RHL Group or Lorsch to do so, RHL Group has loaned funds to MMR, paid or advanced funds to third parties on behalf of MMR and provided guarantees to third parties with respect to obligations of MMR (collectively, "Loans, Advances and Guarantees") in an aggregate amount that is not less than $100,000.

WHEREAS, Parent and MMR have both an immediate and a longer term need for access to funding and financial resources that currently cannot be provided by operations and currently is not available from third party sources in sufficient amounts and on satisfactory terms.

WHEREAS, RHL Group has indicated its willingness to make additional Loans, Advances and Guarantees and to assist Parent and MMR in obtaining additional financing from third parties, in each case that are not required by the terms of the Second Amended Note and Allonge or by any other agreement, but RHL Group has conditioned its willingness to do so upon there being modifications to arrangements currently evidenced by the Second Amended Note and Allonge, the Security Agreement and the PNEC.

WHEREAS, Parent and MMR have determined that it advisable and in the best interests of Parent, the stockholders of Parent and MMR to enter into this Agreement and other agreements, amendments, supplements, modifications and terminations contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. The Third Amended Note

1.1. Simultaneously with the execution of this Agreement, MMR shall execute and deliver to RHL Group a Third Amended and Restated Secured Promissory Note (the "Third Amended Note"), substantially in the form of Exhibit A hereto, in the maximum amount of $3,000,000 and bearing interest at the lesser of 10% or the highest rate permitted by law.

1.2. In order to induce RHL Group to enter into this Agreement, Parent agrees to guarantee the performance of MMR's obligations under the Third Amended Note, and simultaneously with the execution of this Agreement, Parent shall execute and deliver to RHL Group the Guaranty, substantially in the form of Exhibit B hereto (the "Guaranty").

1.3. MMR, RHL Group and Lorsch agree that the terms of the MMR Security Agreement shall be deemed to apply to the Third Amended Note for all advances made, to the same extent, validity, security and priority as to advances under the Original Note, the First Amended Note and the Second Amended Note.

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1.4. MMR and Parent agree to execute any further documentation necessary, including revised filings required under the California version of the Uniform Commercial Code, reasonably necessary to protect the RHL Group's interests under this Agreement and the MMR Security Agreement.

2. Covenants of RHL Group and Lorsch

2.1. RHL Group covenants that, during the period commencing on the date of this Agreement and ending thirty days thereafter, RHL Group will make Loans, Advances and Guarantees that, in the aggregate, are not less than $100,000.

2.2 Provided that, as of November 1, 2009, the Company is in full compliance with it covenants and other obligations under the Third Amended Note, the Security Agreement and this Agreement, then RHL Group shall extend, subject to terms to be negotiated at that time, extend the maturity date of the Third Amended Note for a period of six months.

2.3. Lorsch covenants that he will, not later than May 1, 2009, exercise all outstanding Company stock options then held by him. RHL Group agrees to provide the aggregate exercise price by reducing the principal amount due to RHL Group by MMR under the Third Amended Note by an equivalent amount.

2.4 The RHL Group shall use commercially reasonable efforts to assist the Company in arranging for funding of the Company and MMR by third parties.

3. Termination of Allonge and PNEC.

3.1 In consideration of the extension of additional credit to MMR and the other covenants of RHL Group and MMR contained herein, Parent and MMR agree to terminate the Allonge and the PNEC.

3.2. Parent and MMR agree to instruct NCC to return the original of the Allonge immediately to the RHL Group;

3.3. Parent and MMR agree to instruct NCC to return the original of the Second Amended Note to the RHL Group;

3.4. Any and all "Suspended Rights", as that term is used in the Allonge, shall be no longer suspended, and shall become immediately enforceable and effective;

3.5. Any "Modifications", as that term is used in the Allonge, shall be abrogated;

3.6. The Allonge shall be, and it hereby is, ineffective and void.

3.7. Parent and MMR agree to terminate the PNEC and that NCC shall have no further duties or concerns with respect thereto, and shall return any and all documents deposited into this escrow. Any unpaid billings of NCC shall be paid by Parent.

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3.8. Nothing contained herein shall waive, affect or modify any right that RHL Group might have other than as specifically set forth herein. In the event of any inconsistency between this Agreement and any other prior agreement, this Agreement shall control.

4. Miscellaneous

4.1. Any delay by any party in enforcing its rights under this, or any other agreement, shall not be deemed to be a waiver of any of its procedural or substantive rights.

4.2. No representations or promises of any party described herein may be amended or varied in any way except by a subsequent writing signed by such party. Specifically, no oral modifications of any agreement, whether now or in the past entered into, shall be effective; nor shall any such alleged, or claimed, oral modification be admissible in any court of law.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

MMR Information Systems, Inc., a
Delaware corporation

____/s/ Naj Allana________________
By: Naj Allana
CFO

MyMedicalRecords, Inc., a Delaware
corporation

____/s/ Naj Allana________________
By: Naj Allana
CFO

The RHL Group, Inc.

____/s/ Robert H. Lorsch_CEO_______
By: Robert H. Lorsch

____/s/ Robert H. Lorsch__________
Robert. H. Lorsch

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EX-10.3 5 exh10-3.htm GUARANTY

Exhibit 10.3

GUARANTY

WHEREAS, The RHL Group, Inc., a California corporation ("RHL Group") has agreed to lend certain funds to MyMedicalRecords, Inc., a Delaware corporation (formerly mymedicalrecords.com, Inc.) ("MMR");

WHEREAS, MMR is the wholly owned subsidiary of MMR Information Systems, Inc., a Delaware corporation (formerly Favrille, Inc.) ("Parent" or "Guarantor"); and

WHEREAS, Parent desires to induce the RHL Group to so enter into the Agreement to lend certain funds to MMR;

The Parties agree as follows:

(1) For valuable consideration, the Guarantor unconditionally guarantees and promises to pay to RHL Group, or at its order, in lawful money of the United States, an amount equal to any and all sums that are, or will be, due and owing under that certain Third Amended and Restated Secured Promissory Note (the "Third Note") dated on or about April 29, 2009.

(2) The liability of Guarantor under this Guaranty shall not exceed at any one time, the sum of: (a) the amount due under the Third Note; and (b) all interest, fees, and other costs and expenses relating to or arising out of the Third Note. This is a continuing guaranty relating to any indebtedness, including that arising under successive transactions which shall either continue the indebtedness or from time to time renew it after it has been satisfied. Any payment by Guarantor shall not reduce its maximum obligation hereunder.

(3) Guarantor authorizes RHL Group, without notice or demand and without affecting its liability hereunder, from time to time, either before or after revocation hereof, to: (a) renew, compromise, extend, accelerate, or otherwise change the time for payment of, or otherwise change the terms of the indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (b) receive and hold security for the payment of this Guaranty or any of the indebtedness, and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security; (c) apply such security and direct the order or manner of sale thereof as RHL Group in its discretion may determine; and (d) release or substitute any one or more of the endorsers or Guarantor.

(4) Guarantor waives any right to require RHL Group to: (a) first proceed against or exhaust any security held from MMR; or (b) pursue any other remedy in RHL Group's power whatsoever.

(5) Guarantor waives any defense arising by reason of any disability or any claim that Guarantor's obligations exceed or are more burdensome than those of MMR. Until the indebtedness shall have been paid in full, even though the indebtedness is in excess of Guarantor's liability hereunder, Guarantor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute.

(6) Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness.

(7) Guarantor waives any rights and defenses that are or may become available to Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code.

(8) No provision or waiver in this Guaranty shall be construed as limiting the generality of any other waiver contained in this Guaranty.

(9) Guarantor agrees to pay all reasonable attorneys' fees, including the costs of RHL Group's counsel, and all other costs and expenses which may be incurred by RHL Group: (a) in the enforcement of this Guaranty or (b) in the preservation, protection, or enforcement of any rights of RHL Group in any case commenced by or against Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute.

(10) This Guaranty shall be governed by and construed according to the laws of the State of California, to the jurisdiction of which the parties hereto submit.

(11) Notices to RHL Group shall be sent to: Robert H. Lorsch, P.O. Box 17034, Beverly Hills 90210; and by facsimile to 206-374-6136, with a copy to : Robert M. Yaspan, by facsimile to (818) 501-7711.

(12) Notices to Parent and MMR shall be sent to: Chief Financial Officer, 2934½ Beverly Glen Circle, Suite 702, Los Angeles, CA 90077; and by facsimile to 206-374-6136.

Dated: April 29, 2009

"GUARANTOR" (MMR Information Systems, Inc., a Delaware corporation, fka Favrille, Inc.)

____/s/ Naj Allana______________________
By: Naj Allana, Chief Financial Officer

"MMR" (MyMedicalRecords, Inc., a Delaware corporation, fka mymedicalrecords.com, Inc.)

____/s/ Naj Allana______________________
By: Naj Allana, Chief Financial Officer

EX-10.2

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EX-10.3

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