EXHIBIT 10.3

                                      NOTE

                                                        Cherry Hill, New Jersey
                                                              Date: May 2, 1999

         For value  received  and  intending to be legally  bound,  GoHealth.MD,
Inc., a Delaware Corporation,  having its principal place of business address of
2051 Springdale Road,  Cherry Hill, New Jersey 08003 ("Maker"),  promises to pay
to the order of William Hanna Consultants, Inc. ("Payee"), P.O. Box 2660, Cherry
Hill,  New Jersey 08034,  or such other place as Payee may designate in writing,
the principal sum of Three Thousand  ($3,000.00)  Dollars,  to be paid in lawful
money of the United States of America with simple interest at Five percent (5%),
compounded annually.

         The Note shall be payable as follows:

         Principal  and  interest  shall be due and paid by Maker to Payee on or
before the first anniversary of the date of this Note.

         Maker  shall have the  privilege  of  prepaying  the  unpaid  principal
balance at any time in whole or in part without penalty. All partial prepayments
shall be applied against installments of principal in the inverse order of their
maturity.

         Should  any  default  be  made in the  payment  in any  installment  of
principal  as  aforesaid  on the  date on which it  shall  fall  due,  or in the
performance or observance of any of the terms, agreements or covenants contained
in this  Note,  then  the  entire  unpaid  balance  of said  principal  sum with
interest,  and such  other sums due by maker  hereunder,  shall at the option of
Payee and  without  notice to Maker,  become  due and  payable  immediately  and
payment of the same may be  enforced  and  recovered  in whole or in part at any
time by one or more of the remedies  provided to Payee in this Note; and in such
case Payee may also recover all costs of suit and other  expenses in  connection
therewith,  together with an attorneys'  commission for collection  equal to the
greater of Five (5%)  percent of the total  amount then due by Maker to Payee or
Three Thousand Dollars ($3,000.00).

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         Notwithstanding  anything  to  the  contrary  herein  contained,  it is
understood  and agreed  that a default  in the  payment  or  performance  of the
obligations  set forth in this Note shall not be deemed to have occurred  unless
(i) if it  consists  of a failure to pay money,  such money  shall not have been
paid  within  fifteen  (15) days from the date when it became due and payable or
(ii) if it consists of  anything  other than the failure to pay money,  it shall
continue  uncured for fifteen (15) days after written  notice thereof from Payee
to Maker. At the conclusion of such  fifteen-day  period,  the Guarantors  shall
have thirty (30) days to cure such default.

         Payee shall not by any act of omission or  commission be deemed to have
waived any of its rights or remedies  hereunder unless such waiver be in writing
and signed by Payee, and then only to the extent specifically set forth therein;
a waiver of one event shall not be  construed  as  continuing  or as a bar to or
waiver of such right or remedy on a subsequent event.

         Maker  hereby  waives  presentment  for  payment,   demand,  notice  of
nonpayment, notice of protest and protest of this Note, and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
the payment of this Note except as specifically  provided for herein, and agrees
that  the  liability  of Maker  shall be  unconditional  without  regard  to the
liability  of any other  party and shall not be in any  manner  affected  by any
indulgence,  extension  of time,  renewal,  waiver or  modification  granted  or
consented to by Payee;  and Maker hereby  consents to any and all  extensions of
time,  renewals,  waivers  or  modifications  that may be  granted by Payee with
respect to the payment or other provisions of this Note.

         Notwithstanding  anything to the contrary herein  contained,  the total
liability of Maker for payment of interest  pursuant hereto shall not exceed the
maximum amount,  if any, of any such interest  permitted by applicable law to be
contracted for, charged or received.

         If any provision  hereof is found by a court of competent  jurisdiction
to be prohibited or unenforceable, it shall be ineffective only to the extent of
such prohibition or  unenforceability,  and such prohibition or unenforceability
shall not invalidate the balance of such provision to the extent it is not

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prohibited or unenforceable,  nor invalidate the other provisions hereof, all of
which  shall be  liberally  construed  in favor of Payee in order to effect  the
provisions of the Note.

                                                      GoHealth.MD, Inc.

                                                    /s/ Leonard Vernon
                                               By: _______________________
                                                    Leonard F. Vernon, President

STATE OF NEW JERSEY:
                                    ss.
COUNTY OF BURLINGTON:

     Leonard F.  Vernon,  President  of  Imaging  Management  Associates,  Inc.,
subscribed,  sworn  to and  acknowledged  before  me that  he is the  authorized
representative  of Maker and having the authority to execute this  instrument on
this the 2nd day of May, 1999.

                                                     /s/ Kathleen R. Aqullino

                                                     ---------------------------
                                                     Notary Public
                                                     My commission ends:


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