REVOLVING CREDIT AND SECURITY AGREEMENT


                            SFBC INTERNATIONAL, INC.,
                             A DELAWARE CORPORATION
                                   "BORROWER"

                          SOUTH FLORIDA KINETICS, INC.,
                              A FLORIDA CORPORATION

                              SFBC FT. MYERS, INC.,
                              A FLORIDA CORPORATION

                              SFBC CHARLOTTE, INC.,
                              A FLORIDA CORPORATION

                       SFBC ANALYTICAL LABORATORIES, INC.,
                              A FLORIDA CORPORATION

                          SFBC NEW DRUG SERVICES, INC.,
                              A FLORIDA CORPORATION

                                SFBC CANADA, INC.
                         A FEDERAL CORPORATION (CANADA)

                                 ANAPHARM, INC.
                        A PROVINCIAL CORPORATION (QUEBEC)
                         (COLLECTIVELY, THE "GUARANTOR")

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                     "BANK"

                               September 16, 2002


<PAGE>

                     REVOLVING CREDIT AND SECURITY AGREEMENT


         THIS AGREEMENT (the "Agreement"), dated as of September 16, 2002 by and
among SFBC INTERNATIONAL, INC., a Delaware corporation ("Borrower"), WACHOVIA
BANK, NATIONAL ASSOCIATION ("Bank") and SOUTH FLORIDA KINETICS, INC., a Florida
corporation, d/b/a SOUTH FLORIDA BIOAVAILABILITY CLINIC, SFBC FT. MYERS, INC., a
Florida corporation, SFBC CHARLOTTE, INC., a Florida corporation, SFBC
ANALYTICAL LABORATORIES, INC., a Florida corporation, SFBC NEW DRUG SERVICES,
INC., a Florida corporation, SFBC CANADA, INC., a Federal corporation (Canada),
and ANAPHARM, INC., a provincial corporation (Quebec)(collectively, the
"Guarantor");

                              W I T N E S S E T H :

         In consideration of the premises and of the mutual covenants herein
contained and to induce Bank to extend credit to Borrower, the parties agree as
follows:

         1. DEFINITIONS. Capitalized terms that are not otherwise defined herein
shall have the meanings set forth in Exhibit 1 hereto.

         2. THE LOANS.

                  2.1(a). $7,000,000.00 Revolving Credit Facility. Bank agrees,
on the terms and conditions set forth in this Agreement, to make Advances to
Borrower from time to time during the Revolving Credit Period in amounts such
that the aggregate principal amount of Advances at any one time outstanding will
not exceed the lesser of (i) the $7,000,000.00 or (ii) the Borrowing Base (the
"$7,000,000 Loan"). Notwithstanding the foregoing, (i) the aggregate amount of
the Advances by Bank from time to time shall be subject to any reserves that
Bank in its sole and absolute discretion may deem proper and/or necessary.
Within the foregoing limit, Borrower may borrow, prepay and reborrow Advances at
any time during the Revolving Credit Period for general corporate purposes.

                  2.1(b) $3,000,000.00 Revolving Credit Facility. Bank agrees,
on the terms and conditions set forth in this Agreement, subject to the terms
and condition set forth in the $3,000,000 Note (as defined below), to make
Advances on behalf of Borrower from time to time in amounts such that the
aggregate principal amount of Advances at any one time outstanding will not
exceed $3,000,000 (the "$3,000,000 Loan"). Within the foregoing limit, Borrower
may borrow, prepay and reborrow Advances subject to the terms and condition set
forth in the $3,000,000 Note for the purpose of financing acquisitions of
companies in related industries. Notwithstanding the foregoing, for so long as
Borrower is in compliance with the terms and conditions of this Agreement and
after giving effect thereto, there shall be no Default hereunder, Borrower may
use its own funds to make one or more acquisitions.

                  2.2. Revolving Notes. The Loans shall be evidenced by (i) a
Revolving Promissory Note in the face amount of $7,000,000.00 (the "$7,000,000
Note") and (ii) a Revolving Promissory Note in the face amount of $3,000,000.00
(the "3,000,000 Note"), both dated of even date herewith (collectively the
"Notes") and shall be payable in accordance with the terms of each respective
Note and this Agreement.

                  2.3. Intentionally Deleted.

                  2.4. Cash Management Services. If Borrower subscribes to
Bank's cash management services and such services are applicable to the
$7,000,000 Loan, the terms of such services, as set forth in the Services
Agreement, shall control the manner in which funds are transferred between the
Demand Deposit Account and the $7,000,000 Loan for credit or debit to the
$7,000,000 Loan.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       2
<PAGE>

                  2.5. Advances.

                  (a) Under the $7,000,000 Loan, Bank, in its discretion, may
require from Borrower a signed written request for an Advance in form
satisfactory to Bank, which request shall be delivered to Bank no later than
12:00 noon (local time in Miami, Florida) on the date of the requested Advance,
and shall set forth the calculation of the Borrowing Base and a reconciliation
to the previous request or Borrowing Base Certificate, specify the date (which
shall be a Business Day) and the amount of the proposed Advance and provide such
other information as Bank may require. Bank's acceptance of such a request shall
be indicated by its making the Advance requested. Such an Advance shall be made
available to Borrower in immediately available funds at Bank's address referred
to in Section 10.4. Notwithstanding the foregoing, Bank may, in its sole and
absolute discretion, make or permit to remain outstanding Advances under the
$7,000,000 Loan in excess of the original principal amount of the Note, and all
such amounts shall (i) be part of the Indebtedness evidenced by the $7,000,000
Note, (ii) bear interest as provided herein, (iii) be payable upon demand by
Bank, and (iv) be entitled to all rights and security as provided under the Loan
Documents.

                  (b) Advances under the $3,000,000 Loan shall be governed by
and in accordance with the terms of the $3,000,000 Note and this Agreement.

                  2.6. Repayment of Loans.

                  (a) Interest on the $7,000,000 Loan shall accrue and be
payable as set forth in the $7,000,000 Note. The $7,000,000 Loan shall mature,
and the principal amount thereof and all accrued and unpaid interest, fees,
expenses and other amounts payable under the Loan Documents shall be due and
payable, on the Termination Date.

                  (b) Interest on the $3,000,000 Loan shall accrue and be
payable as set forth in the $3,000,000 Note. The $3,000,000 Loan shall mature,
and the principal amount thereof and all accrued and unpaid interest, fees,
expenses and other amounts payable under the Loan Documents shall be due and
payable, as set forth in the $3,000,000 Note.

                  (c) Bank may debit the Demand Deposit Account, the Collections
Account and/or make Advances to Borrower (whether or not in excess of the lesser
of the Maximum Loan Amount and the Borrowing Base) and apply such amounts to the
payment of interest, fees, expenses and other amounts to which Bank may be
entitled from time to time and Bank is hereby irrevocably authorized to do so
without the consent of Borrower.

                  (d) Borrower shall make each payment of principal of and
interest on the Loans and fees hereunder not later than 12:00 noon (local time
Miami, Florida) on the date when due, without set off, counterclaim or other
deduction, in immediately available funds to Bank at its address referred to in
Section 10.4. Whenever any payment of principal of, or interest on, either Loan
or of fees shall be due on a day which is not a Business Day, the date for
payment thereof shall be extended to the next succeeding Business Day. If the
date for any payment of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.

                  (e) To the extent that the aggregate amount of all Advances
exceeds the Borrowing Base, the amount of such excess will be paid immediately
to Bank upon Bank's demand.

                  2.7. Overdue Amounts. Any payments not made as and when due
shall bear interest from the date due until paid at the Default Rate, in Bank's
discretion.

                                                  Bank:
                                                        ----------------------
                                                  Borrower:
                                                           -------------------


                                       3
<PAGE>

                  2.8. Calculation of Interest. All interest under the Notes or
hereunder shall be calculated on the basis of the Actual/360 Computation, as
defined in the respective Notes.

                  2.9. Sales Tax. Borrower shall notify Bank if any Account
includes any sales or other similar tax and Bank may, but shall not be obligated
to, remit any such taxes directly to the taxing authority and make Advances or
charge the Demand Deposit Account therefor. In no event shall Bank be liable for
any such taxes.

                  2.10. Intentionally Deleted.

                  2.11. Fees. Borrower shall pay to Bank: (i) a one-time
non-refundable facility fee in the amount of $25,000.00, prior to the closing of
the Loans; (ii) quarterly during the term of the $7,000,000 Note, one-quarter of
an annual non-refundable facility fee equal to 25 basis points on the difference
between the average quarterly usage and the quarterly availability supported by
the Borrowing Base; and (iii) quarterly during the term of the $3,000,000 Note,
one-quarter of an annual non-refundable non-use fee equal to 50 basis points of
the average quarterly un-used portion for such previous quarter.

                  2.12. Statement of Account. If Bank provides Borrower with a
statement of account on a periodic basis, such statement will be presumed
complete and accurate and will be definitive and binding on Borrower, unless
objected to with specificity by Borrower in writing within forty-five (45) days
after receipt.

                  2.13. Termination. Upon at least thirty (30) days prior
written notice to Bank, Borrower may, at its option, terminate this Agreement
and the Loan facility. Bank may terminate the Loan facility hereunder at any
time, without notice, upon or after the occurrence of a Default or Event of
Default.

         3. CONDITIONS PRECEDENT TO BORROWING. Prior to any Advance, the
following conditions shall have been satisfied, in the sole opinion of Bank and
its counsel:

                  3.1. Conditions Precedent to Initial Advance. In addition to
any other requirement set forth in this Agreement, Bank will not make the
initial Advance under either Loan unless and until the following conditions
shall have been satisfied:

                  (a) Loan Documents. Borrower and each other party to any Loan
Document, as applicable, shall have executed and delivered this Agreement, the
$7,000,000 Note, the $3,000,000 Note, and other required Loan Documents, all in
form and substance reasonably satisfactory to Bank.

                  (b) Supporting Documents. Borrower shall cause to be delivered
to Bank the following documents:

                           (i) A copy of the governing instruments of Borrower
         and each Subsidiary, and a good standing certificate of Borrower and
         each Subsidiary, certified by the appropriate official of its state of
         incorporation and the State of Florida, if different;

                           (ii) Incumbency certificate and certified resolutions
         of the board of directors (or other appropriate Persons) of Borrower
         and each other Person executing any Loan Documents, signed by the
         Secretary or another authorized officer of Borrower or such other
         Person, authorizing the execution, delivery and performance of the Loan
         Documents;

                           (iii) The legal opinion of Borrower's and any
         Guarantor's legal counsel addressed to Bank regarding such matters as
         Bank and its counsel may request;

                           (iv) A satisfactory Borrowing Base Certificate duly
         completed by Borrower together with all supporting statements,
         schedules and reconciliations as required by Bank;

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       4
<PAGE>

                           (v) Satisfactory evidence of payment of all fees due
         and reimbursement of all costs incurred by Bank, and evidence of
         payment to other parties of all fees or costs which Borrower is
         required under this Agreement to pay by the date of the initial
         Advance;

                           (vi) UCC-11 searches and other Lien searches showing
         no existing security interests in or Liens on the Collateral other than
         Permitted Liens;

                           (vii) Any lien waivers requested by Bank pursuant to
         section 5.13(c) hereof; and

                           (viii) A satisfactory Perfection Certificate duly
         completed by Borrower.

                  (c) Insurance. Borrower shall have delivered to Bank
satisfactory evidence of insurance meeting the requirements of Section 5.3.

                  (d) Perfection of Liens. UCC-1 financing statements and, if
applicable, certificates of title covering the Collateral executed by Borrower
shall duly have been recorded or filed in the manner and places required by law
to establish, preserve, protect and perfect the interests and rights created or
intended to be created by the Security Agreement; and all taxes, fees and other
charges in connection with the execution, delivery and filing of the Security
Agreement and the financing statements shall duly have been paid.

                  (e) Subordinations. Bank shall have received subordinations
satisfactory to it from (i) all lessors that might have landlord's Liens on any
Collateral and (ii) all Guarantors and Affiliates as required by Section 5.9.

                  (f) Additional Documents. Borrower shall have delivered to
Bank all additional opinions, documents, certificates and other assurances that
Bank or its counsel may require.

                  (g) Payment of Fees. Borrower shall have paid all fees, costs
and expenses as required by the Loan Documents in connection with the Closing.

                  3.2. Conditions Precedent to Each Advance. The following
conditions, in addition to any other requirements set forth in this Agreement,
shall have been met or performed by the Advance Date with respect to any Advance
Request and each Advance Request (whether or not a written Advance Request is
required) shall be deemed to be a representation that all such conditions have
been satisfied:

                  (a) Advance Request. Borrower shall have delivered to Bank an
Advance Request and other information, as required under Section 2.5(a), unless
the procedures described in Section 2.4 are in effect.

                  (b) No Default. No Default shall have occurred and be
continuing or could occur upon the making of the Advance in question and, if
Borrower is required to deliver a written Advance Request, Borrower shall have
delivered to Bank an officer's certificate to such effect, which may be
incorporated in the Advance Request.

                  (c) Correctness of Representations. All representations and
warranties made by Borrower and any Guarantor herein or otherwise in writing in
connection herewith shall be true and correct in all material respects with the
same effect as though the representations and warranties had been made on and as
of the proposed Advance Date, and, if Borrower is required to deliver a written
Advance Request, Borrower shall have delivered to Bank an officer's certificate
to such effect, which may be incorporated in the Advance Request.

                  (d) No Adverse Change. There shall have been no change which
could have a Material Adverse Effect on the condition, financial or otherwise,
of Borrower, any Subsidiary or any Guarantor from such condition as it existed
on the date of the most recent financial statements of such Person delivered to
Bank from time to time.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       5
<PAGE>

                  (e) Limitations Not Exceeded. As to the $7,000,000 Loan, the
proposed Advance shall not cause the outstanding principal balance of the
$7,000,000 Loan to exceed the lesser of the Maximum Loan Amount and the
Borrowing Base. If Borrower is required to deliver a written Advance Request,
Bank shall have received a current Accounts Receivable Report (as required by
Section 5.6) sufficient in form and substance to calculate and verify the
Borrowing Base. As to the $3,000,000 Loan, the proposed Advance shall not cause
the outstanding principal balance of the $3,000,000 Loan to exceed $3,000,000.

                  (f) No Termination. Bank shall (i) have timely received all
financial information from all Guarantors as required under the Loan Documents,
and (ii) not have received notice from any Guarantor or any surety terminating
or repudiating such Person's guaranty of the Indebtedness incurred by Borrower.

                  (g) New Subsidiary Deliveries. As to Advances under the
$3,000,000 Loan, Borrower shall have delivered and Bank shall have approved in
its sole and absolute discretion: (i) a purchase contract or letter of intent
for the entity being acquired; (ii) two (2) most recent fiscal year-end
financing statements of the entity being acquired; (iii) a consolidating three
(3) year projection of Borrower, its subsidiaries and the entity being acquired;
and (iv) a covenant compliance certification as of each fiscal year-end for the
three (3) year projection period. At such time as an entity is acquired, such
entity shall, within sixty (60) days of said acquisition, become a guarantor of
the $3,000,000 Loan and a guarantor of the $7,000,000 Loan. Borrower shall pay
all of Bank's reasonable out of pocket expenses incurred in connection with such
acquisition(s), which fees shall, per occurrence, not exceed $5,000 in the
aggregate.

                  (h) Further Assurances. Borrower shall have delivered such
further documentation or assurances as Bank may reasonably require.

         4. REPRESENTATIONS AND WARRANTIES. In order to induce Bank to enter
into this Agreement and to make the Loan provided for herein, Borrower makes the
following representations and warranties, all of which shall survive the
execution and delivery of the Loan Documents. Unless otherwise specified, such
representations and warranties shall be deemed made as of the date hereof and as
of the Advance Date of any Advance by Bank to Borrower:

                  4.1. Valid Existence and Power. Each of Borrower and each
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and is duly
qualified or licensed to transact business in all places where the failure to be
so qualified would have a Material Adverse Effect on it. Each of Borrower and
each other Person which is a party to any Loan Document (other than Bank) has
the power to make and perform the Loan Documents executed by it and all such
instruments will constitute the legal, valid and binding obligations of such
Person, enforceable in accordance with their respective terms, subject only to
bankruptcy and similar laws affecting creditors' rights generally. Borrower is
organized under the laws of Delaware and has not changed the jurisdiction of its
organization within the five years preceding the date hereof except as
previously reported to Bank.

                  4.2. Authority. The execution, delivery and performance
thereof by Borrower and each other Person (other than Bank) executing any Loan
Document have been duly authorized by all necessary action of such Person, and
do not and will not violate any provision of law or regulation, or any writ,
order or decree of any court or governmental or regulatory authority or agency
or any provision of the governing instruments of such Person, and do not and
will not, with the passage of time or the giving of notice, result in a breach
of, or constitute a default or require any consent under, or result in the
creation of any Lien upon any property or assets of such Person pursuant to, any
law, regulation, instrument or agreement to which any such Person is a party or
by which any such Person or its respective properties may be subject, bound or
affected.
                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       6
<PAGE>

                  4.3. Financial Condition. Other than as disclosed in financial
statements delivered on or prior to the date hereof to Bank, neither Borrower
nor any Subsidiary nor (to the knowledge of Borrower) any Guarantor has any
direct or contingent obligations or liabilities (including any guarantees or
leases) or any material unrealized or anticipated losses from any commitments of
such Person except as described on Exhibit 4.3 (if any). All such financial
statements have been prepared in accordance with GAAP and fairly present the
financial condition of Borrower, Subsidiary or Guarantor, as the case may be, as
of the date thereof. Borrower is not aware of any material adverse fact (other
than facts which are generally available to the public and not particular to
Borrower, such as general economic or industry trends) concerning the conditions
or future prospects of Borrower or any Subsidiary or any Guarantor which has not
been fully disclosed to Bank, including any adverse change in the operations or
financial condition of such Person since the date of the most recent financial
statements delivered to Bank. Borrower is Solvent, and after consummation of the
transactions set forth in this Agreement and the other Loan documents, Borrower
will be Solvent.

                  4.4. Litigation. Except as disclosed on Exhibit 4.4 (if any),
there are no material suits or proceedings pending, or to the knowledge of
Borrower threatened, before any court or by or before any governmental or
regulatory authority, commission, bureau or agency or public regulatory body
against or affecting Borrower, any Subsidiary or (to Borrower's knowledge) any
Guarantor, or their assets, which if adversely determined would have a Material
Adverse Effect on the financial condition or business of Borrower, such
Subsidiary or such Guarantor.

                  4.5. Agreements, Etc. Neither Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any court order, governmental
decree or any charter or other corporate restriction, adversely affecting its
business, assets, operations or condition (financial or otherwise), nor is any
such Person in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any agreement or
instrument to which it is a party, or any law, regulation, decree, order or the
like.

                  4.6. Authorizations. All authorizations, consents, approvals
and licenses required under applicable law or regulation for the ownership or
operation of the property owned or operated by Borrower or any Subsidiary or for
the conduct of any business in which it is engaged have been duly issued and are
in full force and effect, and it is not in default, nor has any event occurred
which with the passage of time or the giving of notice, or both, would
constitute a default, under any of the terms or provisions of any part thereof,
or under any order, decree, ruling, regulation, closing agreement or other
decision or instrument of any governmental commission, bureau or other
administrative agency or public regulatory body having jurisdiction over such
Person, which default would have a Material Adverse Effect on such Person.
Except as noted herein, no approval, consent or authorization of, or filing or
registration with, any governmental commission, bureau or other regulatory
authority or agency is required with respect to the execution, delivery or
performance of any Loan Document.

                  4.7. Title. Each of Borrower and each Subsidiary has good
title to all of the assets shown in its financial statements free and clear of
all Liens, except Permitted Liens. Borrower alone has full ownership rights in
all Collateral.

                  4.8. Collateral. The security interests granted to Bank herein
and pursuant to any other Security Agreement (a) constitute and, as to
subsequently acquired property included in the Collateral covered by the
Security Agreement, will constitute, security interests under the Code entitled
to all of the rights, benefits and priorities provided by the Code and (b) are,
and as to such subsequently acquired Collateral will be, fully perfected,
superior and prior to the rights of all third persons, now existing or hereafter
arising, subject only to Permitted Liens. All of the Collateral is intended for
use solely in Borrower's business.

                  4.9. Location. The chief executive office of Borrower where
Borrower's business records are located, all of Borrower's other places of
business and any other places where any Collateral is kept, are all located at
the addresses indicated on Exhibit 4.9. The Collateral is located and shall at
all times be kept and maintained only at Borrower's location or locations as
described on Exhibit 4.9 herein. No such Collateral is attached or affixed to
any real property so as to be classified as a fixture unless Bank has otherwise
agreed in writing. Borrower has not moved its chief executive office within the
five (5) years preceding the date hereof.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       7
<PAGE>

                  4.10. Taxes. Borrower and each Subsidiary have filed all
federal and state income and other tax returns which are required to be filed,
and have paid all taxes as shown on said returns and all taxes, including
withholding, FICA and ad valorem taxes, shown on all assessments received by it
to the extent that such taxes have become due. Neither Borrower nor any
Subsidiary is subject to any federal, state or local tax Liens nor has such
Person received any notice of deficiency or other official notice to pay any
taxes. Borrower and each Subsidiary have paid all sales and excise taxes payable
by it.

                  4.11. Labor Law Matters. No goods or services have been or
will be produced by Borrower or any Subsidiary in violation of any applicable
labor laws or regulations or any collective bargaining agreement or other labor
agreements or in violation of any minimum wage, wage-and-hour or other similar
laws or regulations.

                  4.12. Accounts. Each Account, instrument, Chattel Paper and
other writing constituting any portion of the Collateral (a) is genuine and
enforceable in accordance with its terms except for such limits thereon arising
from bankruptcy and similar laws relating to creditors' rights; (b) is not
subject to any deduction or discount (other than as stated in the invoice and
disclosed to Bank), defense, set off, claim or counterclaim of a material nature
against Borrower except as to which Borrower has notified Bank in writing; (c)
is not subject to any other circumstances that would impair the validity,
enforceability or amount of such Collateral except as to which Borrower has
notified Bank in writing; (d) arises from a bona fide sale of goods or delivery
of services in the ordinary course and in accordance with the terms and
conditions of any applicable purchase order, contract or agreement; (e) is free
of all Liens other than Permitted Liens; and (f) is for a liquidated amount
maturing as stated in the invoice therefor. Each Account included in any Advance
Request, Borrowing Base Certificate, report or other document as an Eligible
Account meets all the requirements of an Eligible Account set forth herein.

                  4.13. Judgment Liens. Neither Borrower nor any Subsidiary, nor
any of their assets, are subject to any unpaid judgments (whether or not stayed)
or any judgment liens in any jurisdiction.

                  4.14. Subsidiaries. If Borrower has any Subsidiaries, they are
listed on Exhibit 4.14.

                  4.15. Environmental. Except as disclosed on Exhibit 4.15, and
except for ordinary and customary amounts of solvents, cleaners and similar
materials used in the ordinary course of Borrower's business and in strict
compliance with all Environmental Laws, neither Borrower, nor to Borrower's best
knowledge any other previous owner or operator of any real property currently
owned or operated by Borrower, has generated, stored or disposed of any
Regulated Material on any portion of such property, or transferred any Regulated
Material from such property to any other location in violation of any applicable
Environmental Laws. Except as disclosed on Exhibit 4.15 to Borrower's best
knowledge, no Regulated Material has been generated, stored or disposed of on
any portion of the real property currently owned or operated by Borrower by any
other Person, or is now located on such property. Except as disclosed on Exhibit
4.15, to Borrower's best knowledge, Borrower is in full compliance with all
applicable Environmental Laws and Borrower has not been notified of any action,
suit, proceeding or investigation which calls into question compliance by
Borrower with any Environmental Laws or which seeks to suspend, revoke or
terminate any license, permit or approval necessary for the generation,
handling, storage, treatment or disposal of any Regulated Material.

                  4.16. ERISA. Borrower has furnished to Bank true and complete
copies of the latest annual report required to be filed pursuant to Section 104
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
with respect to each employee benefit plan or other plan maintained for
employees of Borrower or any Subsidiary and covered by Title IV of ERISA (a
"Plan"), and no Termination Event (as hereinafter defined) with respect to any
Plan has occurred and is continuing. For the purposes of this Agreement, a
"Termination Event" shall mean a "reportable event" as defined in Section
4043(b) of ERISA, or the filing of a notice of intent to terminate under Section
4041 of ERISA. Neither Borrower nor any Subsidiary has any unfunded liability
with respect to any such Plan.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       8
<PAGE>

                  4.17. Investment Company Act. Neither Borrower nor any
Subsidiary is an "investment company" as defined in the Investment Company Act
of 1940, as amended.

                  4.18. Names. Borrower currently conducts all business only
under its legal name as set forth above in the introductory section of this
Agreement. Except as disclosed on Exhibit 4.18, during the preceding five (5)
years Borrower has not (i) been known as or used any other corporate, fictitious
or trade name, (ii) been the surviving entity of a merger or consolidation or
(iii) acquired all or substantially all of the assets of any Person.

                  4.19. Insider. Borrower is not, and no Person having "control"
(as that term is defined in 12 U.S.C. ? 375(b)(5) or in regulations promulgated
pursuant thereto) of Borrower is, an "executive officer," "director," or
"principal shareholder" (as those terms are defined in 12 U.S.C. ? 375(b) or in
regulations promulgated pursuant thereto) of Bank, of a bank holding company of
which Bank is a subsidiary, or of any subsidiary of a bank holding company of
which Bank is a subsidiary.

                  4.20. Compliance with Covenants; No Default. Borrower is, and
upon funding of the Loan will be, in compliance with all of the covenants
hereof. No Default has occurred, and the execution, delivery and performance of
the Loan Documents and the funding of the Loan will not cause a Default.

                  4.21. Full Disclosure. There is no material fact which is
known or which should be known by Borrower that Borrower has not disclosed to
Bank which could have a Material Adverse Effect. No Loan Document, nor any
agreement, document, certificate or statement delivered by Borrower to Bank,
contains any untrue statement of a material fact or omits to state any material
fact which is known or which should be known by Borrower necessary to keep the
other statements from being misleading.

                  4.22. Additional Representations. Any additional
representations or warranties set forth on Exhibit 4.22 (if any) hereto are true
and correct in all material respects.

                  4.23. Perfection Certificate. All representations, warranties
and statements made by Borrower in the Perfection Certificate executed and
delivered by Borrower to Bank in connection with the Loan are true and correct
as of the date hereof.

         5. AFFIRMATIVE COVENANTS OF BORROWER. Borrower covenants and agrees
that from the date hereof and until payment in full of the Indebtedness and the
formal termination of this Agreement, Borrower and each Subsidiary:

                  5.1. Use of Loan Proceeds. Shall use the proceeds of the
$7,000,000 Loan only for general corporation purposes, the proceeds of the
$3,000,000 Loan only for the acquisition of new entitles and shall furnish Bank
all evidence that it may reasonably require with respect to such uses.

                  5.2. Maintenance of Business and Properties. Shall at all
times maintain, preserve and protect all Collateral and all the remainder of its
material property used or useful in the conduct of its business, and keep the
same in good repair, working order and condition (subject to ordinary wear and
tear), and from time to time make, or cause to be made, all material needful and
proper repairs, renewals, replacements, betterments and improvements thereto so
that the business carried on in connection therewith may be conducted properly
and in accordance with standards generally accepted in businesses of a similar
type and size at all times, and maintain and keep in full force and effect all
licenses and permits necessary to the proper conduct of its business.

                  5.3. Insurance. Shall maintain such liability insurance,
workers' compensation insurance, business interruption insurance and casualty
insurance as may be required by law, customary and usual for prudent businesses
in its industry or as may be reasonably required by Bank and shall insure and
keep insured all Collateral and other properties in good and responsible
insurance companies satisfactory to Bank. All hazard insurance covering
Collateral shall be in amounts and shall contain co-insurance and deductible
provisions approved by Bank, shall name and directly insure Bank as secured
party and loss payee under a long-form New York standard loss payee clause
acceptable to Bank, or its equivalent, and shall not be terminable except upon
30 days' written notice to Bank. Borrower shall furnish to Bank copies of all
such policies.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       9
<PAGE>

                  5.4. Notice of Default. Shall provide to Bank immediate notice
of (a) the occurrence of a Default and what action (if any) Borrower is taking
to correct the same, (b) any material litigation or material changes in existing
material litigation or any judgment against it or its assets, (c) any material
damage or loss to property, (d) any notice from taxing authorities as to claimed
deficiencies or any tax lien or any notice relating to alleged ERISA violations,
(e) any Reportable Event, as defined in ERISA, (f) any rejection, return,
offset, dispute, loss or other circumstance having a Material Adverse Effect on
any Collateral, (g) the cancellation or termination of, or any default under,
any material agreement to which Borrower is a party or by which any of its
properties are bound, or any acceleration of the maturity of any Debt of
Borrower; and (h) any loss or threatened loss of material licenses or permits.

                  5.5. Inspections. Shall permit upon not less than three
business days' notice to the Borrower, inspections of the Collateral and the
records of such Person pertaining thereto and verification of the Accounts, at
such times during regular business hours, and in such manner as may be
reasonably required by Bank and shall further permit such inspections, reviews
and field examinations of its other records and its properties (with such
reasonable frequency and at such reasonable times as Bank may desire) by Bank as
Bank may reasonably deem necessary or desirable from time to time, but in no
event more often than twice each year provided an Event of Default shall not
have occurred or is continuing. The cost of such field examinations, reviews,
verifications and inspections shall be borne by Borrower with the aggregate
costs and expenses of each such examination not to exceed $5,000.

                  5.6. Financial Information. Shall maintain books and records
in accordance with GAAP and shall furnish to Bank the following periodic
financial information:

                  (a) Periodic Borrowing Base Information. Within sixty (60)
days of the end of each quarter (or more frequently if required by Bank), a
completed Borrowing Base Certificate in such form as Bank shall require (a
"Borrowing Base Certificate"). The Borrowing Base Certificate shall confirm that
there is no Default under the Loan and Borrower shall attach the following to
such Borrowing Base Certificate, which shall be certified by the chief financial
officer or president of Borrower to be accurate and complete and in compliance
with the terms of the Loan Documents: (i) a report listing all Accounts and all
Eligible Accounts of Borrower as of the last Business Day of such month (an
"Accounts Receivable Report") which shall include the amount and age of each
Account (including the original date of each invoice), the name and mailing
address of each Account Debtor, a detailing of all credits due such Account
Debtor by Borrower stated in the number of days which have elapsed since the
date each such credit was issued by Borrower, a reconciliation statement, and
such other information as Bank may require in order to verify the Eligible
Accounts, all in reasonable detail and in form acceptable to Bank.

                   (b) No Default Certificates. Within sixty (60) days of the
end of each quarter and within one hundred twenty 120 days of the end of each
fiscal year, a compliance certificate in form satisfactory to Bank and a
certificate of its president or chief financial officer that no Default then
exists or if a Default exists, the nature and duration thereof and Borrower's
intention with respect thereto, and in addition, shall cause Borrower's
independent auditors (if applicable) to submit to Bank, together with its audit
report, a statement that, in the course of such audit, it discovered no
circumstances which it believes would result in a Default or if it discovered
any such circumstances, the nature and duration thereof;

                  (c) 10-K Statements. Deliver to Bank, within one hundred
twenty (120) days of the end of Borrower's and Guarantor's fiscal year end,
Borrower's and Guarantor's 10-K Statements.

                  (d) 10-Q Statements. Deliver to Bank, quarterly within sixty
(60) days of the end of each such period, Borrower's and Guarantor's 10-Q
Statements.

                  (e) Subsidiary. Should Borrower or Guarantor acquire or form a
new subsidiary during the term of the Loan, cause such new subsidiary to execute
and deliver to Bank an unconditional and unlimited guaranty acceptable in form
and substance to Bank, secured by new subsidiary's assets, within sixty (60)
days of such purchase or formation.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       10
<PAGE>

                  (f) Other Information. Such other information reasonably
requested by Bank from time to time concerning the business, properties or
financial condition of Borrower, Guarantor and their respective Subsidiaries.

                  5.7. Maintenance of Existence and Rights. Borrower will
preserve and maintain its corporate existence, authorities to transact business,
rights and franchises, trade names, patents, trademarks and permits necessary to
the conduct of its business.

                  5.8. Payment of Taxes, Etc. Shall pay before delinquent all of
its debts and taxes, except that Bank shall not unreasonably withhold its
consent to nonpayment of taxes being actively contested in accordance with law
(provided that Bank may require bonding or other assurances).

                  5.9. Subordination. Shall cause all debt and other obligations
now or hereafter owed to any Guarantor, Affiliate, or any shareholder of
Borrower to be subordinated in right of payment and security to the Indebtedness
in accordance with subordination agreements satisfactory to Bank.

                  5.10. Compliance; Hazardous Materials. Shall strictly comply
with all laws, regulations, ordinances and other legal requirements,
specifically including, without limitation, ERISA, all securities laws and all
laws relating to hazardous materials and the environment. Unless approved in
writing by Bank, neither Borrower nor any Subsidiary shall engage in the
storage, manufacture, disposition, processing, handling, use or transportation
of any hazardous or toxic materials, whether or not in compliance with
applicable laws and regulations.

                  5.11. Compliance with Assignment Laws. Shall if required by
Bank comply with the Federal Assignment of Claims Act and any other applicable
law relating to assignment of government contracts.

                  5.12. Further Assurances. Shall take such further action and
provide to Bank such further assurances as may be reasonably requested to ensure
compliance with the intent of this Agreement and the other Loan Documents.

                  5.13. Covenants Regarding Collateral. Borrower makes the
following covenants with Bank regarding the Collateral:

                  (a) Borrower will use the Collateral only in the ordinary
course of its business and will not permit the Collateral to be used in
violation of any applicable law or policy of insurance;

                  (b) Borrower, as agent for Bank, will defend the Collateral
against all claims and demands of all Persons, except for Permitted Liens;

                  (c) Borrower will, at Bank's request, obtain and deliver to
Bank such waivers as Bank may require waiving the landlord's, mortgagee's or
other lienholder's enforcement rights against the Collateral and assuring Bank's
reasonable access to the Collateral during normal business hours, in exercise of
its rights hereunder;

                  (d) Borrower will promptly deliver to Bank all promissory
notes, drafts, trade acceptances, chattel paper, instruments or documents of
title which are Collateral in tangible form, appropriately endorsed to Bank's
order, and Borrower will not create any electronic chattel paper without taking
all steps deemed necessary to confer control of the electronic chattel paper
upon Bank in accordance with the Code;

                  (e) Except for sales of Inventory in the ordinary course of
business, Borrower will not sell, assign, lease, transfer, pledge, hypothecate
or otherwise dispose of or encumber any Collateral or any interest therein with
a book value over $1,000,000.00 without the Bank's prior written consent; and

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       11
<PAGE>

                  (f) Borrower shall promptly notify Bank of any future patents,
trademarks or copyrights owned by Borrower and any license agreements entered
into by Borrower authorizing Borrower to use any patents, trademarks or
copyrights owned by third parties.


         6. NEGATIVE COVENANTS OF BORROWER. Borrower covenants and agrees that
from the date hereof and until payment in full of the Indebtedness and the
formal termination of this Agreement, Borrower and each Subsidiary:

                  6.1. Debt. Shall not create or permit to exist any Debt,
including any guaranties or other contingent obligations, except Permitted Debt.

                  6.2. Liens. Shall not create or permit any Liens on any of its
property except Permitted Liens.

                  6.3. Dividends. Shall not pay or declare any dividends (other
than stock dividends) or other distribution or purchase, redeem or otherwise
acquire any stock or other equity interests (including Borrower's stock buy-back
program, payments to Borrower from the "Charlotte Earn out" and/or the "NDS Earn
out") pay or acquire any debt subordinate to the Indebtedness unless, after
giving effect thereto, there shall be no Default hereunder and such payment or
acquisition is specifically permitted by Exhibit 6.3 hereto (if any); provided,
however, that any Subsidiary may pay dividends to Borrower or another Subsidiary
wholly-owned by Borrower.

                  6.4. Loans and Other Investments. Shall not make or permit to
exist any advances or loans to, or guarantee or become contingently liable,
directly or indirectly, in connection with the obligations, leases, stock or
dividends of, or own, purchase or make any commitment to purchase any stock,
bonds, notes, debentures or other securities of, or any interest in, or make any
capital contributions to (all of which are sometimes collectively referred to
herein as "Investments") any Person except for (a) purchases of direct
obligations of the federal government, (b) deposits in commercial banks, (c)
commercial paper of any U.S. corporation having the highest ratings then given
by the Moody's Investors Services, Inc. or Standard & Poor's Corporation, (d)
existing investments in Subsidiaries, (e) endorsement of negotiable instruments
for collection in the ordinary course of business, and (f) advances to employees
for business travel and other expenses incurred in the ordinary course of
business which do not at any time exceed $25,000 in the aggregate.

                  6.5. Change in Business. Shall not enter into any business
which is substantially different from the business in which it is presently
engaged. Borrower may enter into any business which provides goods and/or
services to pharmaceutical, biotechnology and drug development services
companies.

                  6.6. Accounts. (a) Shall not sell, assign or discount any of
its Accounts, Chattel Paper or any promissory notes held by it other than the
discount of such notes in the ordinary course of business for collection; and
(b) shall notify Bank promptly in writing of any discount, offset or other
deductions not shown on the face of an Account invoice and any dispute over an
Account, and any information relating to an adverse change in any Account
Debtor's financial condition or ability to pay its obligations.

                  6.7. Transactions with Affiliates. Shall not directly or
indirectly purchase, acquire or lease any property from, or sell, transfer or
lease any property to, pay any management fees to or otherwise deal with, in the
ordinary course of business or otherwise, any Affiliate (other than a
Subsidiary); provided, however, that any acts or transactions prohibited by this
Section may be performed or engaged in (after written notice to Bank) if upon
terms not less favorable to Borrower or such Subsidiary than if no such
relationship existed.

                  6.8. No Change in Name, Offices Jurisdiction of Organization;
Removal of Collateral. Shall not, unless it shall have given 60 days' advance
written notice thereof to Bank, (a) change its name or the location of its chief
executive office or other office where books or records are kept, or change the
jurisdiction in which the Borrower is organized, or (b) permit any Inventory or
other tangible Collateral to be located at any location other than as specified
in Section 4.9 the Perfection Certificate.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       12
<PAGE>

                  6.9. No Sale, Leaseback. Shall not enter into any
sale-and-leaseback or similar transaction.

                  6.10. Margin Stock. Shall not use any proceeds of the Loan to
purchase or carry any margin stock (within the meaning of Regulation U of the
Board of Governors of Federal Reserve System) or extend credit to others for the
purpose of purchasing or carrying any margin stock. Notwithstanding the
foregoing, for so long as Borrower is in compliance with the terms and
conditions of this Agreement and after giving effect thereto, there shall be no
Default hereunder, Borrower may continue its scheduled program to buy back up to
750,000 shares of its common stock.

                  6.11. Tangible Collateral. Shall not, except as otherwise
provided herein, allow any Inventory or other tangible Collateral to be
commingled with, or become an accession to or part of, any property of any other
Person so long as such property is Collateral; nor allow any tangible Collateral
to become a fixture unless Bank shall have given its prior written
authorization.

                  6.12. Change of Ownership. Except in furtherance of an
acquisition of an entity, as permitted under the $3,000,000 Note, Borrower shall
not, without the prior written consent of Bank, permit a "change in control" to
occur. Within the foregoing limit, Borrower and any Subsidiary may issue stock,
options and warrants in compliance with existing employment/pension plans. In no
event shall Borrower cease (on a fully diluted basis) to own and control less
than a majority of the voting equity interests of any of Borrower's
Subsidiaries, without the prior written consent of Bank. For the purposes of
this Paragraph, a "change in control" shall mean (i) a merger or consolidation
with or into an entity other than any wholly owned subsidiary of Borrower
whereby Borrower is not the surviving entity; (ii) the sale of all or
substantially all of the assets of Borrower to another entity; or (iii) a
transaction whereby any entity or person not now an executive officer or
director of Borrower becomes, either individually or as part of a group, a
direct beneficial owner of 50.1% (or more) of the stock of Borrower.

                  6.13. Use of Additional Name. Shall give Bank thirty (30) days
prior written notice of any new trade or fictitious name. Borrower's use of any
trade or fictitious name shall be in compliance with all laws regarding the use
of such names.

                  6.14. Liquidation, Mergers, Consolidations and Dispositions of
Substantial Assets. Shall not dissolve or liquidate, or become a party to any
merger or consolidation, or sell, transfer, lease or otherwise dispose of all or
more than $1,000,000.00, in the aggregate during the term hereof, of its
property or assets or sell or dispose of any equity ownership interests in any
Subsidiary except for (a) any merger, consolidation, sale, transfer, conveyance,
lease or assignment of or by any Subsidiary of Borrower with or to any other
Subsidiary of Borrower, any purchase or other acquisition by the Borrower or any
Subsidiary of the assets or stock of any other Subsidiary, and sales and
dispositions of assets (including the stock of Subsidiaries) for at least fair
market value (as determined by the board of directors of Borrower) so long as
the net book value of all assets sold or otherwise disposed of in any fiscal
year does not exceed 10% of the Tangible Net Worth as of the last day of the
preceding fiscal year. Borrower shall not acquire by acquisition, merger or
otherwise, all or a substantial part of the assets of any Person unless Borrower
is in compliance with the terms and conditions of this Agreement and after
giving effect thereto, there shall be no Default hereunder.

                  6.15. Change of Fiscal Year or Accounting Methods. Shall not
change its fiscal year or its accounting methods.

                  6.16. Cross-Default. Shall not default in payment or
performance of any obligation under any other loans, contracts, or agreements of
Borrower, any subsidiary or affiliate of Borrower, any general partner of or the
holder(s) of the majority ownership interests of Borrower, with Bank or its
affiliates.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       13
<PAGE>

                  6.17. Guarantees. Guarantee or otherwise become responsible
for obligations of any other person, corporation or entity other than the
endorsement of checks and drafts for collection in the ordinary course of
business for collection.

                  6.18. Management. Replace or otherwise remove Lisa Krinsky,
M.D., and/or Mr. Arnold Hantman from their respective executive positions with
the Borrower.


         7. OTHER COVENANTS OF BORROWER. Borrower and each Guarantor covenant
and agree that from the date hereof and until payment in full of the
Indebtedness and the formal termination of this Agreement, Borrower and each
Guarantor shall comply with the following additional covenants:

                  7.1 Leverage Ratio. Borrower and each Guarantor shall, at all
times, maintain a consolidated aggregate Leverage Ratio of not more than .75 to
1.0. "Leverage Ratio" shall be measured as the ratio of aggregate Total
Liabilities of the Borrower and Guarantor divided by aggregate Tangible Net
Worth of the Borrower and Guarantor and shall be tested quarterly. "Total
Liabilities" shall mean the aggregate of all liabilities of Borrower and
Guarantor, including capitalized leases and all reserves for deferred taxes,
debt fully subordinated to Bank on terms and conditions acceptable to Bank, and
other deferred sums appearing on the liabilities side of a balance sheet of
Borrower and Guarantor, in accordance with generally accepted accounting
principles applied on a consistent basis. "Tangible Net Worth" shall mean the
aggregate of Borrower's and Guarantor's total assets minus Total Liabilities.
For purposes of this computation, the aggregate amount of any intangible assets
of Borrower or Guarantor including, without limitation, goodwill, franchises,
licenses, patents, trademarks, trade names, copyrights, service marks, and brand
names, shall be subtracted from total assets.

                  7.2 Debt Service Coverage Ratio. Borrower and Guarantor shall
maintain a Consolidated Debt Service Coverage Ratio of not less than 3.0 to 1.0,
to be calculated annually. "Consolidated Debt Service Coverage Ratio" means the
ratio of the aggregate net profit of Borrower and Guarantor after tax, plus
non-cash expenditures, less, unfinanced capital expenditures, less, dividends
divided by the current portion of long term debt, including capitalized leases.

                  7.3 Liquidity Covenant. Borrower and Guarantor shall maintain
an aggregate of unencumbered aggregate cash liquidity equal to the then current
outstanding balance under the $3,000,000 Note during any point in time there are
funds outstanding under the $3,000,000 Note.

                  7.4 Deposit Relationship. Borrower and Guarantor shall
maintain its primary depository account with Bank.


         8. DEFAULT.

                  8.1. Events of Default. Each of the following shall constitute
an Event of Default:

                  (a) There shall occur any default by Borrower in the payment,
when due, of any principal of or interest on the $7,000,000 Note or the
$3,000,000 Note, any amounts due hereunder or any other Loan Document, or any
other Indebtedness and the continuance thereof for 10 business days; or

                  (b) There shall occur any material default by Borrower or any
other party to any Loan Document (other than Bank) in the performance of any
agreement, covenant or obligation contained in this Agreement or such Loan
Document not provided for elsewhere in this Section 8 which default shall
continue for a period of more than 10 business days; or

                  (c) Any representation or warranty made by Borrower or any
other party to any Loan Document (other than Bank) herein or therein or in any
certificate or report furnished in connection herewith or therewith shall prove
to have been untrue or incorrect in any material respect when made; or

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       14
<PAGE>

                  (d) Any other obligation now or hereafter owed by Borrower or
any Subsidiary or Guarantor to Bank shall be in default and not cured within the
grace period, if any, provided therein; or

                  (e) Borrower or any Subsidiary or Guarantor shall (A)
voluntarily dissolve, liquidate or terminate operations or apply for or consent
to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of such Person or of all or of a substantial part of its
assets, (B) admit in writing its inability, or be generally unable, to pay its
debts as the debts become due, (C) make a general assignment for the benefit of
its creditors, (D) commence a voluntary case under the federal Bankruptcy Code
(as now or hereafter in effect), (E) file a petition seeking to take advantage
of any other law relating to bankruptcy, insolvency, reorganization, winding-up,
or composition or adjustment of debts, (F) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under Bankruptcy Code, or (G) take any corporate action for
the purpose of effecting any of the foregoing; or

                  (f) An involuntary petition or complaint shall be filed
against Borrower or any Subsidiary or any Guarantor seeking bankruptcy relief or
reorganization or the appointment of a receiver, custodian, trustee, intervenor
or liquidator of Borrower or any Subsidiary or any Guarantor, of all or
substantially all of its assets, and such petition or complaint shall not have
been dismissed within ninety (90) days of the filing thereof; or an order, order
for relief, judgment or decree shall be entered by any court of competent
jurisdiction or other competent authority approving or ordering any of the
foregoing actions;

                  (g) There shall occur any material loss, theft, damage or
destruction of any of the Collateral, which loss is not insured within
commercially reasonable limits; or

                  (h) A judgment in excess of $10,000 shall be rendered against
the Borrower or any Subsidiary or Guarantor and shall remain undischarged,
undismissed and unstayed for more than 30 days (except judgments validly covered
by cash or a bond with a deductible of not more than $100,000) after the filing
of such judgment or there shall occur any levy upon, or attachment, garnishment
or other seizure of, any material portion of the Collateral or other assets of
Borrower, any Subsidiary or any Guarantor by reason of the issuance of any tax
levy, judicial attachment or garnishment or levy of execution in an amount in
excess of $100,000 which levy, attachment, garnishment or seizure shall remain
undischarged, undismissed, undissolved or unstayed for more than 30 days after
the entry of the same; or

                  (i) Borrower, any Subsidiary or any Guarantor shall fail to
pay, on demand, any returned or dishonored draft, check, or other item which has
been deposited to the Collections Account or the Demand Deposit Account or
otherwise presented to Bank and for which Borrower has received provisional
credit; or

                  (j) Any Guarantor shall repudiate or revoke any Guaranty
Agreement; or

                  (k) Loss, theft, damage or destruction of any material portion
of the tangible Collateral for which there is either no insurance coverage or
for which, in the reasonable opinion of Bank, there is insufficient insurance
coverage; or

(l) There shall occur any change in the condition (financial or otherwise) of
Borrower and/or any Guarantor which, in the reasonable opinion of Bank, could
have a Material Adverse Effect;

(m) The death of the holder of the majority ownership interests of Borrower; or

(n) Borrower or any Subsidiary shall suffer a Material Change in ownership or a
"change in control" as set forth in Section 6.12.

                  8.2. Remedies. If any Default shall occur, Bank may, without
notice to Borrower, at its option, withhold further Advances to Borrower. If an
Event of Default shall have occurred and be continuing, Bank may at its option
take any or all of the following actions:

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       15
<PAGE>

                  (a) Bank may declare any or all Indebtedness to be immediately
due and payable (if not earlier demanded), terminate its obligation to make
Advances to Borrower, bring suit against Borrower to collect the Indebtedness,
exercise any remedy available to Bank hereunder or at law and take any action or
exercise any remedy provided herein or in any other Loan Document or under
applicable law. No remedy shall be exclusive of other remedies or impair the
right of Bank to exercise any other remedies.

                  (b) Without waiving any of its other rights hereunder or under
any other Loan Document, Bank shall have all rights and remedies of a secured
party under the Code (and the Uniform Commercial Code of any other applicable
jurisdiction) and such other rights and remedies as may be available hereunder,
under other applicable law or pursuant to contract. If requested by Bank,
Borrower will promptly assemble the Collateral and make it available to Bank at
Borrower's or Guarantor's place of business, as the case may be. Borrower agrees
that any notice by Bank of the sale or disposition of the Collateral or any
other intended action hereunder, whether required by the Code or otherwise,
shall constitute reasonable notice to Borrower if the notice is sent to Borrower
by receipted federal express or other overnight courier service, first morning
delivery, at least five days before the action to be taken. Borrower shall be
liable for any deficiencies in the event the proceeds of the disposition of the
Collateral do not satisfy the Indebtedness in full.

                  (c) Bank may demand, collect and sue for all amounts owed
pursuant to Accounts, General Intangibles, Chattel Paper or for proceeds of any
Collateral (either in Borrower's name or Bank's name at the latter's option),
with the right to enforce, compromise, settle or discharge any such amounts.

                  8.3. Receiver. In addition to any other remedy available to
it, Bank shall have the absolute right, upon the occurrence of an Event of
Default (after the expiration of Borrower's right to cure, if any), to seek and
obtain the appointment of a receiver to take possession of and operate and/or
dispose of the business and assets of Borrower and any costs and expenses
incurred by Bank in connection with such receivership shall bear interest at the
Default Rate, at Bank's option, and shall be secured by all Collateral.

                  8.4. Deposits; Insurance. After the occurrence of an Event of
Default, Borrower authorizes Bank to collect and apply against the Indebtedness
when due any cash or deposit accounts in its possession, and any refund of
insurance premiums or any insurance proceeds payable on account of the loss or
damage to any of the Collateral and irrevocably appoints Bank as its
attorney-in-fact to endorse any check or draft or take other action necessary to
obtain such funds.

        9. SECURITY AGREEMENT.

                  9.1. Security Interest.

                  (a) As security for the payment and performance of any and all
of the Indebtedness and the performance of all other obligations and covenants
of Borrower hereunder and under the other Loans Documents, certain or
contingent, now existing or hereafter arising, which are now, or may at any time
or times hereafter be owing by Borrower to Bank, Borrower hereby pledges to Bank
and gives Bank a continuing security interest in and general Lien upon and right
of set-off against, all right, title and interest of Borrower in and to the
Collateral, whether now owned or hereafter acquired by Borrower.

                  (b) Except as herein or by applicable law otherwise expressly
provided, Bank shall not be obligated to exercise any degree of care in
connection with any Collateral in its possession, to take any steps necessary to
preserve any rights in any of the Collateral or to preserve any rights therein
against prior parties, and Borrower agrees to take such steps. In any case Bank
shall be deemed to have exercised reasonable care if it shall have taken such
steps for the care and preservation of the Collateral or rights therein whether
Borrower may have reasonably requested Bank to take such actions or not;
however, Bank's omission to take any action requested by Borrower shall not be
deemed a failure to exercise reasonable care. No segregation or specific
allocation by Bank of specified items of Collateral against any liability of
Borrower shall waive or affect any security interest in or Lien against other
items of Collateral or any of Bank's options, powers or rights under this
Agreement or otherwise arising.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       16
<PAGE>

                  (c) Following the occurrence of an Event of Default (after the
expiration of Borrower's right to cure, if any), Bank may thereafter at any time
and from time to time, with notice to Borrower, (i) transfer into the name of
Bank or the name of Bank's nominee any of the Collateral, (ii) notify any
Account Debtor or other obligor of any Collateral to make payment thereon direct
to Bank of any amounts due or to become due thereon and (iii) receive and after
a Default direct the disposition of any proceeds of any Collateral.

                  9.2. Net Cash Position

                  (a) Until the earlier of (i) notification by Bank to Borrower
or (ii) the occurrence of a Default, all collected balances held in the
Collections Account shall be considered in calculating the Net Cash Position.

                  (b) Upon the earlier of (i) notification by Bank to Borrower
or (ii) the occurrence of a Default, in Bank's sole discretion, all collected
balances held in the Collections Account shall not be considered in calculating
the Net Cash Position.

                  9.3. Power of Attorney. Borrower authorizes Bank at Borrower's
expense to file any financing statements relating to the Collateral (without
Borrower's signature thereon) which Bank deems appropriate and Borrower
irrevocably appoints Bank as its attorney-in-fact to execute any such financing
statements and/or control agreements in Borrower's name and to perform all other
acts, at Borrower's expense, which Bank deems appropriate to perfect and to
continue perfection of the security interest of Bank. Borrower hereby appoints
Bank as Borrower's attorney-in-fact to endorse, present and collect on behalf of
Borrower and in Borrower's name any draft, checks or other documents necessary
or desirable to collect any amounts which Borrower may be owed. Following the
occurrence of an Event of Default (after the expiration of Borrower's right to
cure, if any) Bank is hereby granted a license or other right to use, without
charge, Borrower's labels, patents, copyrights, rights of use of any name, trade
secrets, trade names, trademarks and advertising matter, or any Property of a
similar nature, as it pertains to the Collateral, in advertising for sale and
selling any Collateral, and Borrower's rights under all licenses and all
franchise agreements shall inure to Bank's benefit. The proceeds realized from
the sale or other disposition of any Collateral may be applied, after allowing
two (2) Business Days for collection, first to the reasonable costs, expenses
and reasonable attorneys' fees and expenses incurred by Bank for collection and
for acquisition, completion, protection, removal, storage, sale and delivering
of the Collateral; secondly, to interest due upon any of the Indebtedness; and
thirdly, to the principal amount of the Indebtedness. If any deficiency shall
arise, Borrower and each Guarantor shall remain jointly and severally liable to
Bank therefor.

                  9.4. Entry. Borrower hereby irrevocably consents to any act by
Bank or its agents in entering upon any premises during normal business hours,
upon reasonable notice, but in no event more often than twice annually provided
that an Event of Default has not occurred or is continuing, for the purposes of
either (i) inspecting the Collateral or (ii) following the occurrence of an
Event of Default (after the expiration of Borrower's right to cure, if any)
taking possession of the Collateral and Borrower hereby waives its right to
assert against Bank or its agents any claim based upon trespass or any similar
cause of action for entering upon any premises where the Collateral may be
located.

                  9.5. Other Rights. After an Event of Default has occurred and
after expiration of any cure period, Borrower authorizes Bank without affecting
Borrower's obligations hereunder or under any other Loan Document from time to
time (i) to take from any party and hold additional Collateral or guaranties for
the payment of the Indebtedness or any part thereof, and to exchange, enforce or
release such collateral or guaranty of payment of the Indebtedness or any part
thereof and to release or substitute any endorser or guarantor or any party who
has given any security interest in any collateral as security for the payment of
the Indebtedness or any part thereof or any party in any way obligated to pay
the Indebtedness or any part thereof; and (ii) upon the occurrence of any Event
of Default to direct the manner of the disposition of the Collateral and the
enforcement of any endorsements, guaranties, letters of credit or other security
relating to the Indebtedness or any part thereof as Bank in its sole discretion
may determine.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       17
<PAGE>

                  9.6. Accounts. Following the occurrence of an Event of Default
(after the expiration of Borrower's right to cure, if any), Bank may notify any
Account Debtor of Bank's security interest and may direct such Account Debtor to
make payment directly to Bank for application against the Indebtedness. Any such
payments received by or on behalf of Borrower at any time, whether before or
after default, shall be the property of Bank, shall be held in trust for Bank
and not commingled with any other assets of any Person (except to the extent
they may be commingled with other assets of Borrower in an account with Bank)
and shall be immediately delivered to Bank in the form received. Bank shall have
the right to apply any proceeds of Collateral to such of the Indebtedness as it
may determine.

                  9.7. Waiver of Marshaling. Following the occurrence of an
Event of Default (after the expiration of Borrower's right to cure, if any)
Borrower hereby waives any right it may have to require marshaling of its
assets.

                  9.8 Control. Borrower will cooperate with Bank in obtaining
control of, or control agreements with respect to, Collateral for which control
or a control agreement is required for perfection of the Bank's security
interest under the Code.

         10. MISCELLANEOUS.

                  10.1. No Waiver, Remedies Cumulative. No failure on the part
of Bank to exercise, and no delay in exercising, any right hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and are in addition to any other remedies provided by
law, any Loan Document or otherwise.

                  10.2. Survival of Representations. All representations and
warranties made herein shall survive the making of the Loan hereunder and the
delivery of the $7,000,000 Note and $3,000,000 Note, and shall continue in full
force and effect so long as any Indebtedness is outstanding, there exists any
commitment by Bank to Borrower, and until this Agreement expires in accordance
with its terms.

                  10.3. Indemnity By Borrower; Expenses. In addition to all
other Indebtedness, Borrower agrees to defend, protect, indemnify and hold
harmless Bank and its Affiliates and all of their respective officers,
directors, employees, attorneys, consultants and agents from and against any and
all losses, damages, liabilities, obligations, penalties, fees, costs and
expenses (including, without limitation, reasonable attorneys' and paralegals'
fees, costs and expenses) incurred by such indemnitees, whether prior to or from
and after the date hereof, as a result of or arising from or relating to (i) the
due diligence effort (including, without limitation, public record search,
recording fees, examinations and investigations of the properties of Borrower
and Borrower's operations), negotiation, preparation, execution and/or
performance of any of the Loan Documents or of any document executed in
connection with the transactions contemplated thereby and the perfection of
Bank's Liens in the Collateral, maintenance of the Loan by Bank, and any and all
amendments, modifications, and supplements of any of the Loan Documents or
restructuring of the Indebtedness, (ii) any suit, investigation, action or
proceeding by any Person (other than Borrower), whether threatened or initiated,
asserting a claim for any legal or equitable remedy against any Person under any
statute, regulation or common law principle, arising from or in connection with
Bank's furnishing of funds to Borrower under this Agreement, (iii) Bank's
preservation, administration and enforcement of its rights under the Loan
Documents and applicable law, including the reasonable fees and disbursements of
counsel for Bank in connection therewith, whether suit be brought or not and
whether incurred at trial or on appeal, and all costs of repossession, storage,
disposition, protection and collection of Collateral, (iv) periodic field exams,
audits and appraisals performed by Bank and/or (v) any matter relating to the
financing transactions contemplated by the Loan Documents or by any document
execution in connection with the transactions contemplated thereby, other than
for such loss, damage, liability, obligation, penalty, fee, cost or expense
arising from such indemnitee's gross negligence or willful misconduct. If
Borrower should fail to pay any tax or other amount required by this Agreement
to be paid or which may be reasonably necessary to protect or preserve any
Collateral or Borrower's or Bank's interests therein, Bank may make such payment
and the amount thereof shall be payable on demand, shall bear interest at the
Default Rate from the date of demand until paid and shall be deemed to be

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       18
<PAGE>

Indebtedness entitled to the benefit and security of the Loan Documents. In
addition, Borrower agrees to pay and save Bank harmless against any liability
for payment of any state documentary stamp taxes, intangible taxes or similar
taxes (including interest or penalties, if any) which may now or hereafter be
determined to be payable in respect to the execution, delivery or recording of
any Loan Document or the making of any Advance, whether originally thought to be
due or not, and regardless of any mistake of fact or law on the part of Bank or
Borrower with respect to the applicability of such tax. Borrower's obligation
for indemnification for all of the foregoing losses, damages, liabilities,
~obligations, penalties, fees, costs and expenses of Bank shall be part of the
Indebtedness, secured by the Collateral, chargeable against Borrower's loan
account, and shall survive termination of this Agreement.

                  10.4. Notices. Any notice or other communication hereunder
under the Note to any party hereto or thereto shall be by hand delivery,
overnight delivery, facsimile, telegram, telex or registered or certified mail
and unless otherwise provided herein shall be deemed to have been given or made
when delivered, telegraphed, telexed, faxed or three (3) Business Days after
having been deposited in the mails, postage prepaid, addressed to the party at
its address specified below (or at any other address that the party may
hereafter specify to the other parties in writing):

        Bank:              Wachovia Bank, National Association
                           200 S. Biscayne Boulevard, 15th Floor
                           Miami, Florida 33131
                           Attn: Daniel N. Gonzalez

        Borrower:          SFBC International, Inc.
                           11190 Biscayne Boulevard
                           North Miami, Florida 33181
                           Attn: David Natan

                  10.5. Governing Law. This Agreement and the Loan Documents
shall be deemed contracts made under the laws of the State of the Jurisdiction
and shall be governed by and construed in accordance with the laws of said state
(excluding its conflict of laws provisions if such provisions would require
application of the laws of another jurisdiction) except insofar as the laws of
another jurisdiction may, by reason of mandatory provisions of law, govern the
perfection, priority and enforcement of security interests in the Collateral.

                  10.6. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of Borrower and Bank, and their respective
successors and assigns; provided, that Borrower may not assign any of its rights
hereunder without the prior written consent of Bank, and any such assignment
made without such consent will be void.

                  10.7. Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original and all
of which when taken together shall constitute but one and the same instrument.

                  10.8. No Usury. Regardless of any other provision of this
Agreement, the Note or in any other Loan Document, if for any reason the
effective interest should exceed the maximum lawful interest, the effective
interest shall be deemed reduced to, and shall be, such maximum lawful interest,
and (i) the amount which would be excessive interest shall be deemed applied to
the reduction of the principal balance of the Note and not to the payment of
interest, and (ii) if the loan evidenced by the Note has been or is thereby paid
in full, the excess shall be returned to the party paying same, such application
to the principal balance of the Note or the refunding of excess to be a complete
settlement and acquittance thereof.

                  10.9. Powers. All powers of attorney granted to Bank are
coupled with an interest and are irrevocable.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       19
<PAGE>

                  10.10. Approvals. If this Agreement calls for the approval or
consent of Bank, such approval or consent may be given or withheld in the
reasonable discretion of Bank unless otherwise specified herein.

                  10.11. Binding Arbitration; Preservation of Remedies.

                  (a) Binding Arbitration. Upon demand of any party hereto,
whether made before or after institution of any judicial proceeding, any claim
or controversy arising out of, or relating to the Loan Documents ("Disputes")
between the parties hereto (a "Dispute") shall be resolved by binding
arbitration conducted under and governed by the Commercial Financial Disputes
Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA") and the Federal Arbitration Act in Miami, FL. Disputes
may include, without limitation, tort claims, counterclaims, disputes as to
whether a matter is subject to arbitration, claims brought as class actions, or
claims arising from documents executed in the future. A judgment upon the award
may be entered in any court having jurisdiction. Notwithstanding the foregoing,
this arbitration provision does not apply to disputes under or related to swap
agreements.

                  (b) Special Rules. All arbitration hearings shall be conducted
in the city in which the office of Bank first stated above is located. A hearing
shall begin within 90 days of demand for arbitration and all hearings shall be
concluded within 120 days of demand for arbitration. These time limitations may
not be extended unless a party shows cause for extension and then for no more
than a total of 60 days. The expedited procedures set forth in Rule 51 et seq.
of the Arbitration Rules shall be applicable to claims of less than $1,000,000.
Arbitrators shall be licensed attorneys selected from the Commercial Financial
Dispute Arbitration Panel of the AAA. The parties do not waive applicable
Federal or state substantive law except as provided herein.

                  (c) Preservation and Limitation of Remedies. Notwithstanding
the preceding binding arbitration provisions, the parties agree to preserve,
without diminution, certain remedies that any party may exercise before or after
an arbitration proceeding is brought. The parties shall have the right to
proceed in any court of proper jurisdiction or by self-help to exercise or
prosecute the following remedies, as applicable: (i) all rights to foreclose
against any real or personal property or other security by exercising a power of
sale or under applicable law by judicial foreclosure including a proceeding to
confirm the sale; (ii) all rights of self-help including peaceful occupation of
real property and collection of rents, set-off, and peaceful possession of
personal property; (iii) obtaining provisional or ancillary remedies including
injunctive relief, sequestration, garnishment, attachment, appointment of
receiver and filing an involuntary bankruptcy proceeding; and (iv) when
applicable, a judgment by confession of judgment. Any claim or controversy with
regard to the parties' entitlement to such remedies is a Dispute.

                  (d) No Punitive Damages. Each party agrees that it shall not
have a remedy of punitive or exemplary damages against the other in any Dispute
and hereby waives any right or claim to punitive or exemplary damages it may
have now or which may arise in the future in connection with any Dispute,
whether the Dispute is resolved by arbitration or judicially.

                  (e) Waiver of Jury Trial. The parties acknowledge that by
agreeing to binding arbitration they have irrevocably waived any right they may
have to a jury trial with regard to a Dispute.

                  10.12. Participations. Bank shall have the right to enter into
one or more participation with other lenders with respect to the Indebtedness.
Upon prior notice to Borrower of such participation, Borrower shall thereafter
furnish to such participant any information furnished by Borrower to Bank
pursuant to the terms of the Loan Documents. Nothing in this Agreement or any
other Loan Document shall prohibit Bank from pledging or assigning this
Agreement and Bank's rights under any of the other Loan Documents, including
collateral therefor, to any Federal Reserve Bank in accordance with applicable
law.

                  10.13. Dealings with Multiple Borrowers. If more than one
Person is named as Borrower hereunder, all Indebtedness, representations,
warranties, covenants and indemnities set forth in the Loan Documents to which
such Person is a party shall be joint and several. Bank shall have the right to
deal with any individual of any Borrower with regard to all matters concerning

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       20
<PAGE>

the rights and obligations of Bank hereunder and pursuant to applicable law with
regard to the transactions contemplated under the Loan Documents. All actions or
inactions of the officers, managers, members and/or agents of any Borrower with
regard to the transactions contemplated under the Loan Documents shall be deemed
with full authority and binding upon all Borrowers hereunder. Each Borrower
hereby appoints each other Borrower as its true and lawful attorney-in-fact,
with full right and power, for purposes of exercising all rights of such Person
hereunder and under applicable law with regard to the transactions contemplated
under the Loan Documents. The foregoing is a material inducement to the
agreement of Bank to enter into the terms hereof and to consummate the
transactions contemplated hereby.

                  10.14. Waiver of Certain Defenses. To the fullest extent
permitted by applicable law, upon the occurrence of any Event of Default,
neither Borrower nor anyone claiming by or under Borrower will claim or seek to
take advantage of any other law requiring Bank to attempt to realize upon any
Collateral or collateral of any surety or guarantor, or any appraisement,
evaluation, stay, extension, homestead, redemption or exemption laws now or
hereafter in force in order to prevent or hinder the enforcement of this
Agreement. Borrower, for itself and all who may at any time claim through or
under Borrower, hereby expressly waives to the fullest extent permitted by law
the benefit of all such laws. All rights of Bank and all obligations of Borrower
hereunder shall be absolute and unconditional irrespective of (i) any change in
the time, manner or place of payment of, or any other term of, all or any of the
Indebtedness, or any other amendment or waiver of or any consent to any
departure from any provision of the Loan Documents, (ii) any exchange, release
or non-perfection of any other collateral given as security for the
Indebtedness, or any release or amendment or waiver of or consent to departure
from any guaranty for all or any of the Indebtedness, or (iii) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, Borrower or any third party, other than payment and performance in
full of the Indebtedness.

                  10.15. Other Provisions. Any other or additional terms and
conditions set forth in Exhibit 10.15 (if any) are hereby incorporated herein.

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       21
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

                       BORROWER:

                       SFBC INTERNATIONAL, INC., a Delaware corporation

                       By: /s/ David Natan
                          -----------------------------------------
                           David Natan, Vice President and CFO

                       GUARANTOR:

                       SOUTH FLORIDA KINETICS, INC., a Florida corporation,
                       d/b/a SOUTH FLORIDA BIOAVAILABILITY CLINIC

                       By: /s/ David Natan
                          -----------------------------------------
                           David Natan, Vice President

                       SFBC FT. MYERS, INC., a Florida corporation

                       By: /s/ David Natan
                          -----------------------------------------
                           David Natan, Vice President

                       SFBC CHARLOTTE, INC., a Florida corporation

                       By: /s/ David Natan
                          -----------------------------------------
                           David Natan, Vice President

                       SFBC ANALYTICAL LABORATORIES, INC., a Florida corporation

                       By: /s/ David Natan
                          -----------------------------------------
                           David Natan, Vice President

                       SFBC NEW DRUG SERVICES, INC., a Florida corporation

                       By: /s/ David Natan
                          -----------------------------------------
                           David Natan, Secretary and Vice President

                       SFBC CANADA, INC., a Federal corporation (Canada)

                       By: /s/ David Natan
                          -----------------------------------------
                           David Natan, Director

                       ANAPHARM, INC., a provincial corporation (Quebec)

                       By: /s/ David Natan
                          -----------------------------------------
                           David Natan, Secretary - Treasurer - Director

                       BANK:

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                       By: /s/ Daniel N. Gonzalez              (SEAL)
                           ----------------------------------------
                            Daniel N. Gonzalez, Senior Vice President

                       [ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGE]

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       22
<PAGE>


COMMONWEALTH OF BAHAMAS        )
                               )  SS:
ISLAND OF NASSAU               )

I HEREBY CERTIFY THAT on this day, before me in this Commonwealth of Bahamas,
Island of Nassau, personally appeared David Natan, as (i) the Vice President
and CFO of SFBC INTERNATIONAL, INC., a Delaware corporation; (ii) the Vice
President of SOUTH FLORIDA KINETICS, INC., a Florida corporation, d/b/a SOUTH
FLORIDA BIOAVAILABILITY CLINIC; (iii) the Vice President of SFBC FT. MYERS,
INC., a Florida corporation; (iv) the Vice President of SFBC CHARLOTTE, INC., a
Florida corporation; (v) the Vice President of SFBC ANALYTICAL LABORATORIES,
INC., a Florida corporation; (vi) the Secretary and Vice President of SFBC NEW
DRUG SERVICES, INC., a Florida corporation; (vii) a Director of SFBC CANADA,
INC., a Federal corporation (Canada), and (viii), the Secretary - Treasurer of
ANAPHARM, INC., a provincial corporation (Quebec), who after being duly sworn,
executed the forgoing instrument.

WITNESS my hand and official seal this 16th day of September, 2002.

                  Print or Stamp Name: Robert F. van Wyner
                  Notary Public: /s/ Robert F. van Wyner
                  Commission No.:__________________________
                  My Commission Expires: 31st Dec. 2002


COMMONWEALTH OF BAHAMAS        )
                               )  SS:
ISLAND OF NASSAU               )

I HEREBY CERTIFY THAT on this day, before me in this Commonwealth of Bahamas,
Island of Nassau, personally appeared Daniel N. Gonzalez, as Senior Vice
President of Wachovia Bank, National Association, who after being duly sworn,
executed the forgoing instrument.

WITNESS my hand and official seal this 16th day of September, 2002.

                  Print or Stamp Name: Robert F. van Wyner
                  Notary Public: /s/ Robert F. van Wyner
                  Commission No.:__________________________
                  My Commission Expires: 31st Dec. 2002

                                                   Bank:
                                                         ----------------------
                                                   Borrower:
                                                            -------------------

                                       23
<PAGE>

                              SCHEDULE OF EXHIBITS


         (If any exhibit is omitted, the information called for therein
                 shall be considered "None" or "Not Applicable")
<TABLE>
<CAPTION>

Exhibit              Section Reference                              Title
-------              -----------------                              -----
<S>                  <C>                                          <C>
  1                  1    ("Definitions")                         Definitions
  1.1A               1.1  ("Collateral")                          Additional Collateral
  1.1B               1.1  ("Eligible Accounts")                   Ineligible Accounts
  1.1C               1.1  ("Permitted Debt")                      Permitted Debt
  1.1D               1.1  ("Permitted Liens")                     Permitted Liens
  3.1                3.1  (b)(vii) ("Supporting Documents")       Perfection Certificate
  4.3                4.3  ("Financial Condition")                 Contingent Liabilities
  4.4                4.4  ("Litigation")                          Litigation
  4.9                4.9  ("Location")                            Offices of Borrower
  4.14               4.14 ("Subsidiaries")                        List of Subsidiaries
  4.15               4.15 ("Environmental")                       Environmental Disclosures
  4.18               4.18 ("Names")                               Names; Mergers; Acquisitions
  4.22               4.22 ("Additional Representations")          Additional Representations
  6.3                6.3  ("Dividends")                           Permitted Dividends and Distributions
 10.15              10.15 ("Other Provisions")                    Additional Terms
</TABLE>


                                       24

<PAGE>


                                    EXHIBIT 1

                                   Definitions
                                   -----------

1.1      Defined Terms:
         --------------

         "Account" has the meaning set forth in the Code, together with any
guaranties, letters of credit, Letter-of-Credit Right, and other security
therefore, including Supporting Obligations.

         "Account Debtor" means a Person who is obligated under any Account,
Chattel Paper, General Intangible or instrument (as instrument is defined in the
Code).

         "Advance" means an advance of proceeds of the Loan to Borrower or the
issuance of a letter of credit or bankers acceptance on behalf of Borrower
pursuant to this Agreement.

         "Advance Date" means the date on which an Advance is made.

         "Advance Request" means the written request for an Advance under the
Loan as identified in Subsection 2.5(a) hereof and shall also include
presentments triggering an automatic Advance under the Services Agreement.

         "Affiliate" of a Person means (a) any Person directly or indirectly
owning 5% or more of the voting stock or rights of such named Person or of which
the named Person owns 5% or more of such voting stock or rights; (b) any Person
controlling, controlled by or under common control with such named Person; (c)
any officer, director or employee of such named Person or any Affiliate of the
named Person; and (d) any family member of the named Person or any Affiliate of
such named Person.

         "Arbitration Rules" has the meaning set forth in Section 10.11.

         "Borrowing Base" means at any time 80% of the total amount of Eligible
Accounts minus any Reserves required by Bank.

         "Borrowing Base Certificate" has the meaning set forth in Subsection
5.6.(a).

         "Business Day" means a weekday on which commercial banks are open for
business in Miami, Florida.

         "Chattel Paper" has the meaning set forth in the Code, including
Electronic Chattel Paper, together with any guaranties, letters of credit,
Letter-of-Credit Right, and other security therefore, including Supporting
Obligations.

                                       25
<PAGE>

         "Code" means the Uniform Commercial Code, as presently and hereafter
enacted in the Jurisdiction. Any term used in this Agreement and in any
financing statement filed in connection herewith which is defined in the Code
and not otherwise defined in this Agreement or in any other Loan Document has
the meaning given to the term in the Code. Any such term relating to the
description of Collateral may be defined in one or both of (a) the version of
Article 9 of the Code as enacted and in effect in the Jurisdiction on the date
of this Agreement, or (b) the revised version of Article 9 of the Code
(substantially in the form of Revised Article 9 (2000 Revision) promulgated by
the National Conference of Commissioners on Uniform State Laws and the American
Law Institute) ("Revised Article 9") enacted and in force in the Jurisdiction at
any relevant future time. If terms defining items or classes of Collateral
change or are added as a result of the enactment of Revised Article 9 in the
Jurisdiction, the meaning to be ascribed to any such term with respect to any
particular item or class of Collateral hereunder and to the interpretation
thereof after the date of such enactment shall be (i) if such term is defined in
both versions of Article 9 and such definitions differ, the broader or more
encompassing of the two definitions regardless of duplication, and (ii) if such
term is defined under only one of the versions of Article 9, the definition in
that version. Except for the filing of registrations in Canada to secure that
portion of Borrower's Collateral located in Canada, the term "Code" shall not
mean or refer to any similar law(s) enacted or in force in Canada or any
province or any other governmental subdivision.

         "Collateral" means the following property of Borrower, wherever located
and whether now owned by Borrower or hereafter acquired: (a) all Inventory; (b)
all General Intangibles; (c) all Accounts and Chattel Paper and any other
instrument or intangible representing payment for goods or services; (d) all
Equipment; (e) all investment property (as defined in the Code); (f) any other
collateral described in Exhibit 1.1A hereto (if any) or in which Bank may be
hereafter granted a security interest or Lien; (g) all funds in the Demand
Deposit Account, the Collections Account or otherwise on deposit with or under
the control of Bank or its agents or correspondents; and (h) all parts,
replacements, substitutions, profits, products and cash and non-cash proceeds
and Supporting Obligations of any of the foregoing (including insurance proceeds
payable by reason of loss or damage thereto) in any form and wherever located.
Collateral shall include all written or electronically recorded books and
records relating to any such Collateral and other rights relating thereto.

         "Collections Account" means the controlled disbursement account
maintained at Bank to which collections, deposits and other payments on or with
respect to Collateral are made pursuant to the terms hereof, to which only Bank
shall have access.

         "Debt" means all liabilities of a Person as determined under GAAP and
all obligations which such Person has guaranteed or endorsed or is otherwise
secondarily or jointly liable for, and shall include, without limitation (a) all
obligations for borrowed money or purchased assets, (b) obligations secured by
assets whether or not any personal liability exists, (c) the capitalized amount
of any capital or finance lease obligations, (d) the unfunded portion of pension
or benefit plans or other similar liabilities, (e) obligations as a general
partner, (f) contingent obligations pursuant to guaranties, endorsements,
letters of credit and other secondary liabilities, and (g) obligations for
deposits.

         "Default Rate" means the highest lawful rate of interest per annum
specified in any Note to apply after a default under such Note or, if no such
rate is specified, a rate equal to the lesser of (a) the Libor Market Index Rate
plus three percent (3%) per annum and (b) the highest rate of interest allowed
by law.

         "Demand Deposit Account" means the demand deposit account
#______________ or any other demand deposit account maintained by Borrower with
Bank or the DDA Account as defined in the Services Agreement.

         "Disputes" has the meaning set forth in Section 10.11.

         "Electronic Chattel Paper" has the meaning set forth in the Code.

        "Eligible Accounts" means an Account receivable of Borrower or Guarantor
not more than sixty (60) days from the date of the original invoice that arises
in the ordinary course of Borrower's or


                                       26
<PAGE>

Guarantor's business and meets the following eligibility requirements: (a) the
sale of goods or services reflected in such account is final and such goods and
services have been delivered or provided and accepted by the Account Debtor and
payment for such is owing; (b) the invoices comprising an Account are not
subject to any claims, returns or disputes of any kind; (c) the Account Debtor
is not insolvent; (d) the Account Debtor has its principal place of business in
the United States; (e) the Account Debtor is not an Affiliate of Borrower or
Guarantor and is not a supplier to Borrower or Guarantor and the Account is not
otherwise exposed to risk of set-off; (f) not more than fifty percent (50%) of
the original invoices owing Borrower or Guarantor by the Account Debtor are more
than sixty (60) days from the date of the original invoice; (g) accounts for
which the total of all Accounts from an Account Debtor exceed ten percent (10%)
of the total Accounts of Borrower or Guarantor (unless Bank shall have given its
prior written approval); and (h) any other Account which Bank otherwise in its
sole and absolute discretion deems to be ineligible.

         "Environmental Laws" means, collectively the following acts and laws,
as amended: the Comprehensive Environmental Response, Compensation and Liability
Act of 1980; the Superfund Amendments and Reauthorization Act of 1986; the
Resource Conservation and Recovery Act; the Toxic Substances Act; the Clean
Water Act; the Clean Air Act; the Oil Pollution and Hazardous Substances Control
Act of 1978; and any other "Superfund" or "Superlien" law or any other federal,
state or local ~statute, law, ordinance, code, rule, regulation, order or decree
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, as now or at any
time hereafter in effect.

         "Equipment" has the meaning set forth in the Code.

         "Event of Default" means any event specified as such in Section 8.1
hereof ("Events of Default"), provided that there shall have been satisfied any
requirement in connection with such event for the giving of notice or the lapse
of time, or both; "Default" or "default" means any of such events, whether or
not any such requirement for the giving of notice or the lapse of time or the
happening of any further condition, event or act shall have been satisfied.

         "GAAP" means generally accepted accounting principles as in effect in
the Unites States from time to time, consistently applied.

         "General Intangibles" has the meaning set forth in the Code , together
with any guaranties, letters of credit, Letter-of-Credit Right, and other
security therefore, including Supporting Obligations.


         "Guarantor" means collectively, SOUTH FLORIDA KINETICS, INC., a Florida
corporation, d/b/a SOUTH FLORIDA BIOAVAILABILITY CLINIC, SFBC FT. MYERS, INC., a
Florida corporation, SFBC CHARLOTTE, INC., a Florida corporation, SFBC
ANALYTICAL LABORATORIES, INC., a Florida corporation, SFBC NEW DRUG SERVICES,
INC., a Florida corporation, SFBC CANADA, INC., a Federal corporation (Canada),
and ANAPHARM, INC., a provincial corporation (Quebec) and any Person now or
hereafter guaranteeing, endorsing or otherwise becoming liable for any
Indebtedness.

         "Guaranty Agreement" means any guaranty instrument now or hereafter
executed and delivered by any Guarantor to Bank, as it may be modified.

         "Indebtedness" means all obligations now or hereafter owed to Bank by
Borrower, whether related or unrelated to the Loan, including, without
limitation, amounts owed or to be owed under the terms of the Loan Documents, or
arising out of the transactions described therein, including, without
limitation, the Loan, sums advanced to pay overdrafts on any account maintained
by Borrower with Bank, reimbursement obligations for outstanding letters of
credit or banker's acceptances issued for the account of Borrower or its
Subsidiaries, amounts paid by Bank under letters of credit or drafts accepted by
Bank for the account of Borrower or its Subsidiaries, together with all interest
accruing thereon, all obligations under any swap agreements as defined in 11
U.S.C. ?101 between Bank and Borrower whenever executed, all fees, all costs of
collection, attorneys' fees and expenses of or advances by Bank which Bank pays
or incurs in discharge of obligations of Borrower or to inspect, repossess,
protect, preserve, store or dispose of any Collateral, whether such amounts are
now due or hereafter become due, direct or


                                       27
<PAGE>

indirect and whether such amounts due are from time to time reduced or entirely
extinguished and thereafter re-incurred.

         "Inventory" has the meaning set forth in the Code.

         "Item" means any "item" as defined in Section 4-104 of the Code, and
shall also mean and include checks, drafts, money orders or other media of
payment.

         "Jurisdiction" means the State of Florida.

         "Letter-of-Credit Right" has the meaning set forth in the Code.

         "Libor Market Index Rate" shall have the meaning set forth in each
respective Note.

         "Lien" means any mortgage, pledge, statutory lien or other lien arising
by operation of law, security interest, trust arrangement, security deed,
financing lease, collateral assignment or other encumbrance, conditional sale or
title retention agreement, or any other interest in property designed to ~secure
the repayment of Indebtedness, whether arising by agreement or under any statute
or law or otherwise.

         "Loan" means the $7,000,000 revolving loan credit facility and
$3,000,000 revolving loan credit facility identified in Section 2.1(a) and
Section 2.1(b) hereof.

         "Loan Documents" means this Agreement, any other Security Agreement,
any Note, any Guaranty Agreement, the Advance Requests, Borrowing Base
Certificates, UCC-1 financing statements and all other documents and instruments
now or hereafter evidencing, describing, guaranteeing or securing the
Indebtedness contemplated hereby or delivered in connection herewith, as they
may be modified, amended, extended, renewed or substituted from time to time.

         "Material Adverse Effect" means any (i) material adverse effect upon
the validity, performance or enforceability of any of the Loan Documents or any
of the transactions contemplated hereby or thereby, (ii) material adverse effect
upon the properties, business, prospects or condition (financial or otherwise)
of Borrower and/or any other Person obligated under any of the Loan Documents,
or (iii) material adverse effect upon the ability of Borrower or any other
Person to fulfill any obligation under any of the Loan Documents.

         "Maximum Loan Amount" means $7,000,000.00.

         "Net Cash Position" shall have the meaning set forth in the Services
Agreement.

         "Note" shall have the meaning set forth in Section 2.2 and any other
promissory note now or hereafter evidencing any Indebtedness, and all
modifications, extensions and renewals thereof.

         "Perfection Certificate" means a certificate executed by the chief
executive officer and chief legal officer of Borrower, substantially in the form
of Exhibit 3.1 hereto.

         "Permitted Debt" means (a) the Indebtedness; and (b) any other Debt
listed on Exhibit 1.1C hereto (if any) and any extensions, renewals,
replacements, modifications and refundings of any such Debt if, and to the
extent, permitted by Exhibit 1.1C; provided, however, that the principal amount
of such Debt may not be increased from the amount shown as outstanding on such
exhibit; (c) the Debt of any Guarantor arising under any Guaranty Agreement (as
defined herein); (d) the Debt of any Subsidiary to Borrower; subordinate Debt,
which subordinated Debt may be refinanced by Borrower, as long as the terms and
conditions of such refinancing including, but not limited to, principal amount,
interest rate and maturity date, are in form and substance acceptable to Bank
and such refinancing is subject to a subordination agreement executed by the
refinancing lenders in form and substance acceptable to Bank.

                                       28
<PAGE>

         "Permitted Liens" means (a) Liens securing the Indebtedness; (b) Liens
in excess of $100,000 for taxes and other statutory Liens, landlord's Liens and
similar Liens arising out of operation of law so long as the obligations secured
thereby are not past due or are being contested and the proceedings contesting
such obligations have the intended effect of preventing the forfeiture or sale
of the property subject to such Lien; (c) Liens on Equipment in favor of
Citicorp Vendor Finance, Inc., Copelco Capital, Inc., and Royal Bank of Canada
incurred in the ordinary course of business, provided, however, that no Debt not
now secured by such Liens shall become secured by such Liens hereafter and such
Liens shall not encumber any other assets; (d) Liens arising in the ordinary
course of business (such as (i) Liens of carriers, warehousemen, mechanics and
materialmen and other similar Liens imposed by law and (ii) Liens incurred in
connection with worker's compensation, unemployment compensation and other types
of social security (excluding Liens arising under ERISA) or in connection with
surety bonds, bids, performance bonds and similar obligations) for sums not
overdue or being contested in good faith by appropriate proceedings and not
involving any deposits or advances or borrowed money or the deferred purchase
price of property or services and, in each case, for which it maintains adequate
reserves; (e) attachments, appeal bonds, judgments and other liens, for sums not
exceeding $100,000 arising in connection with court proceedings, provided the
execution or other enforcement of such Liens is effectively stayed within 30
days as provided in this Agreement; (f) easements, rights of way, restrictions,
minor defects or irregularities in title and other similar Liens not interfering
in any material respect with the ordinary conduct of the business of Borrower or
any Guarantor; (g) Liens that constitute purchase money security interests on
property securing debt incurred for the purpose of financing all or any part of
the cost of acquiring such property; and (h) the replacement, extension or
renewal of any Permitted Lien upon or in the same property theretofore subject
thereto arising out of the extension, renewal or replacement of the debt secured
thereby (without increase in the amount thereof)

         "Person" means any natural person, corporation, unincorporated
organization, trust, joint-stock company, joint venture, association, company,
limited or general partnership, any government or any agency or political
subdivision of any government, or any other entity or organization.

         "Regulated Materials" means any hazardous, toxic or dangerous waste,
substance or material, the generation, handling, storage, disposal, treatment or
emission of which is subject to any Environmental Law.

        "Reserves" means such amounts as may be required by Bank, at any time
and from time to time without prior notice to Borrower or Guarantor, which Bank
deems to be adequate to reserve against outstanding letters of credit,
outstanding banker's acceptances, Borrower's and/or Guarantor's obligations to
Bank or its affiliates or any guaranties or other contingent debts of Borrower
and/or Guarantor.

         "Revolving Credit Period" means the period from and including the date
of this Agreement to the Termination Date.

         "Security Agreement" means this Agreement as it relates to a security
interest in the Collateral, and any other mortgage, security agreement or
similar instrument now or hereafter executed by Borrower or other Person
granting Bank a security interest in any Collateral to secure the Indebtedness.

         "Services Agreement" means any Sweep Plus Loan & Investment Services
Description between Bank and Borrower, and any modifications thereto.

         "Solvent" means, as to any Person, that such Person has capital
sufficient to carry on its business and transactions in which it is currently
engaged and all business and transactions in which it is about to engage, is
able to pay its debts as they mature, and has assets having a fair valuation
greater than its liabilities, at fair valuation.

         "Subsidiary" means any corporation, partnership or other entity in
which Borrower, directly or indirectly, owns more than fifty percent (50%) of
the stock, capital or income interests, or other beneficial interests, or which
is effectively controlled by such Person.

         "Supporting Obligation" has the meaning set forth in the Code.

                                       29
<PAGE>

         "Termination Date" means the Maturity Date set forth in the $7,000,000
Note.


1.2.     Financial Terms. All financial terms used herein shall have the
meanings assigned to them under GAAP unless another meaning shall be specified.

                                       30
<PAGE>

                                  EXHIBIT 1.1B

                         Additional Ineligible Accounts
                         ------------------------------

                                       31
<PAGE>

                                  EXHIBIT 1.1C

                                 Permitted Debt
                                 --------------

         The following shall be additional Permitted Debt:


         1. Debt at any time outstanding for Borrower and all Subsidiaries
incurred to purchase Equipment, provided that the amount of such debt shall not
at any time create a Default hereunder.

         2. Debt payable to suppliers and other trade creditors in the ordinary
course of business on ordinary and customary trade terms and which is not past
due.

         3. Debt of any Subsidiary to Borrower or another Subsidiary.

         4. Endorsement of checks for collection in the ordinary course of
business.

         5. Debt for equipment owed to Royal Bank of Canada in the ordinary
course of business.

                                       32
<PAGE>

                                   EXHIBIT 3.1

                             PERFECTION CERTIFICATE
                             ----------------------

         I, David Natan, the vice president of finance and chief financial
officer of SFBC INTERNATIONAL, INC., a Delaware corporation (the "Company"),
hereby certify with reference to that certain Revolving Credit and Security
Agreement dated as of September 16, 2002 among the Company, SOUTH FLORIDA
KINETICS, INC., a Florida corporation, d/b/a SOUTH FLORIDA BIOAVAILABILITY
CLINIC, SFBC FT. MYERS, INC., a Florida corporation, SFBC CHARLOTTE, INC., a
Florida corporation, SFBC ANALYTICAL LABORATORIES, INC., a Florida corporation,
SFBC NEW DRUG SERVICES, INC., a Florida corporation, SFBC CANADA, INC., a
Federal corporation (Canada), ANAPHARM, INC., a provincial corporation (Quebec)
and WACHOVIA BANK, NATIONAL ASSOCIATION, (the "Bank") (the "Credit Agreement")
(terms defined therein being used herein as therein defined), to Bank as
follows:

I.        Names.
          -----

          A.       The exact corporate names of the Company and each Guarantor
                   as it appears in their respective certificates of
                   incorporation are as follows:

                   SFBC INTERNATIONAL, INC., a Delaware corporation

                   SOUTH FLORIDA KINETICS, INC., a Florida corporation, d/b/a
                   SOUTH FLORIDA BIOAVAILABILITY CLINIC, formerly known as New
                   South Florida Kinetics, Inc. (name change effective 6/7/99)

                   SFBC FT. MYERS, INC., a Florida corporation, formerly known
                   as SFBC/Ft Myers, Inc. (name change effective 2/15/01),
                   formerly known as SFBC/Lee Coast Acquisition Corp. (name
                   change effective 2/8/01)

                   SFBC CHARLOTTE, INC., a Florida corporation, formerly known
                   as Pharmaceutical Development Associates, Inc. (name change
                   effective 2/9/01)

                   SFBC ANALYTICAL LABORATORIES, INC., a Florida corporation

                   SFBC NEW DRUG SERVICES, INC., a Florida corporation

                   SFBC CANADA, INC., a Federal corporation (Canada)

                   ANAPHARM, INC., a provincial corporation (Quebec)

          B.       Set forth below is each other corporate name the Company and
                   each Guarantor have had since its organization, together with
                   the date of the relevant change:

                   See I.A. above.

          C.       The following is a list of all other names (including trade
                   names or similar appellations) used by the Company, any
                   Guarantor or any of its respective divisions or other
                   business units at any time during the past five years:

                                       33
<PAGE>

                   See I.A. above.

          D.       Except as set forth in Section I.A. above, neither the
                   Company nor any Guarantor has changed its identity or
                   corporate structure or the jurisdiction of their organization
                   in any way within the past five years.

          E        SFBC INTERNATIONAL, INC., is organized under the laws of
                   Delaware. SOUTH FLORIDA KINETICS, INC., is organized under
                   the laws of Florida. SFBC FT. MYERS, INC., is organized under
                   the laws of Florida. SFBC CHARLOTTE, INC., is organized under
                   the laws of Florida. SFBC ANALYTICAL LABORATORIES, INC., is
                   organized under the laws of Florida. SFBC NEW DRUG SERVICES,
                   INC., is organized under the laws of Florida. SFBC CANADA,
                   INC., is organized under the Federal laws of Canada.
                   ANAPHARM, INC., is organized under the laws of the province
                   of Quebec, Canada.

II.       Current Locations.
          -----------------

          A.       The chief executive offices of the Company and each Guarantor
                   are located at the following address:

                   Street Address                         County           State
                   --------------                         ------           -----

                   SFBC International, Inc.
                   11190 Biscayne Boulevard, Miami,  Florida  33181

                   SFBC Canada, Inc.
                   800 West Rene-Levesque Boulevard, Suite 800,
                   Montreal, Quebec, Canada  H3B 1X9

                   Anapharm, Inc.
                   2050 West Rene-Levesque Boulevard
                   Quebec, Quebec, Canada  G1V 2K8

          B.       The following are all the places of business of the Company
                   and each Guarantor not identified above:

                   Street Address                         County           State
                   --------------                         ------           -----

                  SFBC Charlotte, Inc.
                  --------------------
                                                    8701 Mallard Creek Road
                                                    -----------------------
                                                 Charlotte, North Carolina 28262
                                                 -------------------------------

                  7 Sunrise Point Road
                  Lake Wylie, South Carolina  29710

                  SFBC Analytical Laboratories, Inc.
                  ----------------------------------
                  401A Industrial Drive
                  North Wales, Pennsylvania 19454

                                       34
<PAGE>


                  SFBC Ft. Meyers, Inc.
                  ---------------------
                  3949 Evans Avenue, Suite 300
                  Ft. Myers, Florida  33901

                  Anapharm, Inc.
                  --------------
                  1000, L'Eglise Road, Suite 600
                  St, Foy (Quebec)
                  Canada  G1V 2K8

                  5160 Decarie Boulevard
                  Montreal, Quebec
                  Canada  H3X 2H9

                  5190 des Forges Boulevard
                  Trois-Rivieres, Quebec
                  Canada  G8Y 1X3

                  SFBC New Drug Services, Inc.
                  ---------------------------
                  415 McFarland Road, Suite 201
                  Kennett Square, Pennsylvania  19348


          C.       The following are all the locations where the Company and
                   each Guarantor maintain any books or records relating to any
                   Accounts:

                   Street Address                         County           State
                   --------------                         ------           -----

                   See response to II.A. and II.B. above.


          D.       The following are all the locations not identified above
                   where the Company and any Guarantor maintain any Inventory,
                   Equipment, Instruments, documents of title, warehouse
                   receipts or other tangible Collateral:
<TABLE>
<CAPTION>
                                                                Collateral      Does Collateral
                   Street Address       County      State       Description     Include Fixtures?
                   --------------       -------     -----       -----------     -----------------
                   <S>                  <C>         <C>         <C>             <C>
                   n/a
                   ------------------------------------------------------------------------------
</TABLE>

          E.       The following are the names and addresses of all Persons
                   other than the Company and Guarantor which have possession of
                   any of any Company's or Guarantors' Inventory, Equipment,
                   Instruments, documents of title, warehouse receipts or other
                   tangible Collateral:

                                       35
<PAGE>
<TABLE>
<CAPTION>

                                                                                     Collateral
                   Name              Street Address         County       State       Description
                   ----              --------------         ------       -----       -----------
                   <S>               <C>                    <C>          <C>         <C>
                   n/a
</TABLE>

          F.       The following are all locations where the Company and
                   Guarantor maintain any of the following:

                   1.      wellheads or mineheads with respect to which the
                           Company or Guarantor has an interest in unextracted
                           minerals or the like (including oil and gas);
                           n/a

                   2.      timber to be cut; or
                           n/a

                   3.      equipment used in farming operations, farm products,
                           grain or crops growing or to be growing.
                           n/a
<TABLE>
<CAPTION>

                                                                                     Collateral
                   Name              Street Address         County       State       Description
                   ----              --------------         ------       -----       -----------
                   <S>               <C>                    <C>          <C>         <C>
</TABLE>

          G.       The following are the names and jurisdictions of
                   incorporation of the Company and/or Guarantor with respect to
                   which the Company holds uncertificated securities: n/a

          H.       The following are all items of Collateral with respect to
                   which a certificate of title has been issued by any
                   jurisdiction or with respect to which the Company or any
                   Guarantor has or intends to file an application for title.

                   The value of any and all Collateral with respect to which a
                   certificate of title has been issued that is held by Company
                   and all of the Guarantors does not exceed $75,000 in the
                   aggregate.

III.      Prior Locations.
          ---------------

          A.       Set forth below is the information required by subparagraphs
                   A., B. and C. of paragraph II with respect to each location
                   or place of business maintained by the Company or any
                   Guarantor at any time during the past five years:

                   n/a

          B.       Set forth below is the information required by subparagraphs
                   D., E. and F. of paragraph II with respect to each location
                   or bailee where or with whom Collateral has been lodged at
                   any time during the past four months:
                   n/a

IV.       Unusual Transactions. All Accounts have been originated by the Company
          and/or Guarantor, and all Inventory and Equipment has been acquired by
          the Company and/or Guarantor in the ordinary course of its business
          from a dealer in goods of that type.

                                       36
<PAGE>

V.        Existing Liens. Except as set forth in the Credit Agreement, as of the
          date hereof, there are no (i) UCC financing statements naming the
          Company or any Guarantor as debtor or seller and covering any of the
          Collateral, (ii) notices of the filing of any federal tax lien (filed
          pursuant to section 6323 of the Code) or any lien of the PBGC (filed
          pursuant to Section 4068 of ERISA) covering any of the Collateral or
          (iii) judgment liens filed against any Company or any Guarantor,
          except as set forth in Exhibit 1.1D to the Security Agreement.

VI.       Patents, Trademarks and Copyrights. Neither the Company nor any
          Guarantor owns any Patents, Trademarks or Copyrights.

          IN WITNESS WHEREOF, the undersigned has hereunto set my hands this
16th day of September, 2002.

                                        SFBC International, Inc.

                                        By:  /s/ David Natan
                                             -----------------------------------
                                             David Natan, Vice President and
                                             Chief Financial Officer

                                       37
<PAGE>
                                   SCHEDULE 1
                                       To
                             Perfection Certificate


                CHANGES OF NAME, IDENTITY OR CORPORATE STRUCTURE;
                -------------------------------------------------

                              UNUSUAL TRANSACTIONS
                              --------------------

                                       38
<PAGE>


                                  SCHEDULE 2(H)
                                       To
                             Perfection Certificate
                             ----------------------


                              CERTIFICATES OF TITLE
                              ---------------------

                                       39
<PAGE>

                                   SCHEDULE 6
                                       To
                             Perfection Certificate
                             ----------------------

                   LIST OF PATENTS, TRADEMARKS AND COPYRIGHTS
                   ------------------------------------------

                                  U.S. PATENTS
                                  ------------

      Number               Date              Issue Title         Patent Holder
      ------               ----              -----------         -------------
[                ]  [                 ]  [                  ]  [               ]

                                 PATENT LICENSES
                                 ---------------

    Licensor             Licensee            Patent Number           Date
    --------             --------            -------------           ----
[                ]  [                 ]  [                  ]  [               ]


                             TRADEMARK REGISTRATIONS
                             -----------------------

    Trademark                     Number                     Registration Date
    ---------                     ------                     -----------------
[                ]          [                 ]             [                  ]

                             TRADEMARK APPLICATIONS
                             ----------------------

    Trademark                     Number                     Registration Date
    ---------                     ------                     -----------------
[                ]          [                 ]             [                  ]



                               TRADEMARK LICENSES
                               ------------------

[                ]          [                 ]             [                  ]


                                   COPYRIGHTS
                                   ----------
[                ]          [                 ]             [                  ]

                               COPYRIGHT LICENSES
                               ------------------

[                ]          [                 ]             [                  ]

                                       40
<PAGE>

                                   SCHEDULE 7
                                       To
                             Perfection Certificate
                             ----------------------



                               ASSIGNED AGREEMENTS
                               -------------------

                                       41
<PAGE>
                                   EXHIBIT 6.3

                      Permitted Dividends and Distributions
                      -------------------------------------

Any dividend or other distribution or purchase, redemption or acquisition of
stock or other equity interests or payment or acquisition of any debt
subordinate to the Indebtedness, provided, after giving effect thereto, there
shall be no Default hereunder.

                                       42