Paying Agent And Registrar Agreement With Hancock Bank of Louisiana

Exhibit 10.7


PAYING AGENT AND REGISTRAR AGREEMENT


by and between

MD TECHNOLOGIES INC.

and


HANCOCK BANK OF LOUISIANA


as Paying Agent and Registrar


relating to


$5,000,000

7.25 % CONVERTIBLE DEBENTURES DUE JUNE 30, 2015

TABLE OF CONTENTS

ARTICLE I APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR

Section 1.01 Appointment and Acceptance

Section 1.02 Compensation

Section 1.03 Duration ARTICLE II DEFINITIONS

Section 2.01 Definitions

Section 2.02 Other Definitions ARTICLE III PAYING AGENT

Section 3.01 Duties of Paying Agent

Section 3.02 Payment Dates ARTICLE IV REGISTRAR

Section 4.01 Transfer and Exchange

Section 4.02 Blank Certificate Instruments

Section 4.03 Form of Certificate Register

Section 4.04 List of Certificate Holders

Section 4.05 Return of Cancelled Certificate

Section 4.06 Mutilated, Destroyed, Lost or Stolen Certificate

Section 4.07 Transaction Information to Issuer ARTICLE V THE BANK

Section 5.01 Duties of Bank

Section 5.02 Reliance on Documents, etc.

Section 5.03 Recitals of Issuer

ARTICLE VI MISCELLANEOUS PROVISIONS

Section 6.01 Amendments

Section 6.02 Assignment

Section 6.03 Notices

Section 6.04 Effect of Headings

Section 6.05 Successors and Assigns

Section 6.06 Severability

Section 6.07 Benefits of Agreement

Section 6.08 Entire Agreement

Section 6.09 Application of Proceeds

Section 6.10 Counterparts

Section 6.11 Termination

Section 6.12 Sinking Fund

Section 6.13 Governing Law


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PAYING AGENT AGREEMENT


This PAYING AGENT AGREEMENT entered into as of May , 2005 (the " Agreement" ), is by and between the MD TECHNOLOGIES, INC., a Delaware corporation (the " Issuer" ), and HANCOCK BANK OF LOUISIANA (Trust Division), in the City of Baton Rouge, Louisiana as Paying Agent/Registrar (the " Bank" ):

RECITALS OF THE ISSUER

WHEREAS, the Issuer has duly authorized and provided for the issuance of its 7.25% Convertible Debentures due 2015 (the " Certificate" ), in an aggregate principal amount of $5 million to be issued as a fully registered certificate without coupons; and


WHEREAS, all things necessary to make the Certificate the valid obligation of the Issuer, in accordance with their terms, will have been taken upon the issuance and delivery thereof; and


WHEREAS, the Issuer desires that the Bank act as the Paying Agent for the Issuer in paying the principal, premium, if any, and interest on the Certificate, (including payments upon redemption of the certificate), in accordance with the terms thereof, and that the Bank act as Registrar for the Certificate, all in accordance with the terms of this Agreement and the Issuing Resolution (herein defined); and


WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement, and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms, have been done; and


WHEREAS, the Bank desires to accept the appointments of Paying Agent and Registrar as set forth in this Agreement and the Issuing Resolution; and


WHEREAS, the Bank has duly authorized the execution and delivery of this Agreement, and all things necessary to make this Agreement the valid agreement of the Bank, in accordance with its terms, have been done;


NOW, THEREFORE, it is mutually agreed by the Issuer and the Bank as follows:


ARTICLE I


APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR


Section 1.01 Appointment and Acceptance. The Issuer hereby appoints the Bank as Paying Agent with respect to the Certificate, for the purpose of paying to the registered owners of the Certificate the principal, premium if any, and interest on the Certificate.


The Issuer hereby appoints the Bank as Registrar, as hereinafter defined, with respect to the Certificate.


The Bank hereby accepts its appointment, and agrees to act as the Paying Agent and Registrar (the " Paying Agent" ), as set forth in this Agreement and in the Issuing Resolution.


Section 1.02 Compensation . As compensation for the Bank' s services as Paying Agent and Registrar, the Issuer hereby agrees to pay the Bank a fee according to the Bank' s fee schedule set forth in Exhibit A hereto. Such compensation shall remain fixed for the term of this Agreement in accordance with Exhibit A.

Section 1.03 Duration . The Bank shall remain the Paying Agent and Registrar for the Issuer until the outstanding debt or the Certificate is paid in full, either at maturity or upon redemption, unless (i) the Bank consents to the appointment of a successor Paying agent, or (ii) the Bank becomes insolvent, enters into receivership or bankruptcy, or (iii) acts in bad faith, or (iv) as set forth in Section 6.11.


ARTICLE II

DEFINITIONS

Section 2.01 Definitions . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


" Agreement" means this Paying Agent Agreement.

" Bank" means Hancock Bank of Louisiana as Paying Agent and Registrar.


" Bank Office" means the principal corporate trust office of the Bank at the address as set forth on the signature page of this Agreement. The Bank will notify the Issuer in writing of any change in location of the Bank Office.

" Certificate" means the Issuer' s obligations referred to in the recitals to this Agreement, which obligations are to be issued pursuant to the Issuing Resolution.


" Certificate Register" has the meaning set forth in Section 4.01 hereof.


" Holder" or " Certificate Holder" means a Person in whose name a Certificate is registered in the Certificate Register.

" Issuer" means the issuing authority party to this Agreement referred to in the first paragraph hereof.

" Issuer Request" or " Issuer Order" means a written request or order signed in the name of the issuer by any officer of the Issuer and delivered to the Bank.

" Issuing Resolution" means the resolution or other official proceedings of the governing authority of the Issuer pursuant to which the Certificate is issued, certified by any officer of the Issuer and delivered to the Bank.


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" Paying Agent" means the Bank when it is performing the functions associated with such terms in this Agreement.


" Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government.

" Record Date" mean ...