<PAGE>

                                                                   Exhibit 10.13

                    REVOLVING LINE OF CREDIT PROMISSORY NOTE

$650,000.00                                             Pinellas County, Florida
                                                                   March 8, 2001

--------------------------------------------------------------------------------

Borrower's Promise to Pay
-------------------------

     For value received, the undersigned, GO2 PHARMACY INC., a Florida
corporation, (the "Borrower") promises to pay to the order of FIRST COMMUNITY
BANK OF AMERICA, a Florida banking corporation (the "Lender'), the principal
sum of SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000.00), or so much thereof as
has been advanced from time to time, together with interest on the principal
balance remaining unpaid from time to time at the rate set forth below.

1.   Term. The term of this Note is from the date of this Note through March 1,
     ----
2002 (the "Maturity Date").

2.   Interest. The principal balance remaining unpaid from time to time shall
     --------
bear interest from the above date of this Note through and including the
Maturity Date at the rate of 6.76% per annum. Interest shall be calculated based
on a 360 day year for actual days elapsed during the calculation period. The
interest rate required by this Note is the rate charged before any default
described in Section 6(B) of this Note. After default, interest shall accrue at
the highest contract rate of interest permitted to be charged under Florida law.

3.   Payments.
     --------

     A. Monthly payments of interest only shall be due and payable and shall be
paid commencing April 1, 2001, and on the same day each succeeding month
thereafter until and including March 1, 2002.

     B. On the Maturity Date, the entire remaining principal indebtedness, plus
all accrued and unpaid interest shall be due and payable in full.

        All payments shall be made to 6100 4/th/ Street North, St. Petersburg,
FL 33703 or at such other place as may be designated in writing by the Lender.

4.   Borrower's Right to Prepay. This Note may be prepaid at any time without
     --------------------------
penalty. Partial prepayments shall be applied in the inverse order such
installments are due, applying first to the last principal installment payment
due hereunder. Lender may require that any permitted partial prepayments: (A) be
made on the date monthly installments are due, and (B) be in the amount of that
part of one or more monthly installments which would be applicable to principal.
Permitted partial prepayments shall not affect or vary the due date of any
subsequent monthly installment or change the amount of such installments unless
Lender shall otherwise agree in writing, and shall

                                       1
<PAGE>

not affect or impair the right of Lender to pursue all remedies available to it
hereunder or under any security or document which secures this indebtedness.

5.   Interest Limitation. Interest payable under this Note or any other payment
     -------------------
which would be considered as interest or other charge for the use or loan of
money shall never exceed the highest contract rate allowed by law applicable to
this loan to be charged by Lender. If the interest or other charges collected or
to be collected in connection with this loan exceed the permitted limits, then:
(A) any such interest or loan charge shall be reduced by the amount necessary to
reduce the charge to the permitted limit; and (B) any sums already collected
from Borrower which exceeded permitted limits wilt be refunded. The Lender may
choose to make this refund by reducing the principal owed under this Note or by
making a direct payment to Borrower. If a refund reduces principal, the
reduction will be treated as a partial prepayment.

6.   Borrower's Failure To Pay As Required.
     -------------------------------------

          (A)  Late Charge for Overdue Payments. If the Lender has not received
               --------------------------------
the full amount of any monthly payment by the end of ten (10) calendar days
after it is due, Borrower will pay a late charge to the Lender equal to 5% of
the overdue payment of principal and/ or interest. The payment or collection of
any such late charge shall not constitute a waiver of any other right or remedy
available to the Lender.

          (B)  Default. If Borrower fails to pay the full amount of each monthly
               -------
payment by the end of the ten (10) calendar days after it is due, Borrower will
be in default.

          (C)  Acceleration. If Borrower is in default, the Lender may require
               ------------
Borrower to pay immediately the full amount of principal which has not been paid
and all the interest that Borrower owes on that amount without notice.

          (D)  No Waiver By Lender. Even if, at a time when Borrower is in
               -------------------
default, the Lender does not require Borrower to pay immediately in full as
described above, the Lender will still have the right to do so if Borrower is in
default at a later time.

          (E)  Payment of Lender's Costs and Expenses. If the Lender has
               --------------------------------------
required Borrower to pay immediately in full as described above, the Lender will
have the right to be paid back by Borrower for all of its costs and expenses in
enforcing this Note to the extent not prohibited by applicable law. Those
expenses include, for example, reasonable attorneys' fees whether suit be
brought or not, and including such fees and costs in any garnishment, appellate,
bankruptcy or post judgment proceedings.

7.   Giving of Notice. Unless applicable law requires a different method, any
     ----------------
notice that must be given to Borrower under this Note will be given by mailing
it by first class mail or by delivering it to Borrower at 6950 Bryan Dairy Road,
Largo, FL 33777, or at a different address if Borrower gives the Lender prior
written notice of a different address.

          Any notice that must be given to the Lender under this Note will be
given by mailing it by first class mail to the Lender at the address stated in
Section 3 above or at a different address if Borrower is given a notice of that
different address.

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<PAGE>

8.   Obligations of Persons Under This Note. If more than one person signs this
     ---------------------------------------
Note, each person is fully and personally obligated to keep all of the promises
made in this Note, including the promise to pay the full amount owed. Any person
who is a guarantor, surety, or endorser of this Note is obligated to do these
things. Any person who takes over these obligations, including the obligations
of a guarantor, surety, or endorser of this Note, is also obligated to keep all
of the promises made in this Note. The Lender may enforce its rights under this
Note against each person individually or against all obligators together. This
means that any one of them may be required to pay all of the amounts owed under
this Note.

9.   Waivers. Borrower and any other person who has obligations under this Note
     -------
waive the rights of presentment and notice of dishonor. "Presentment" means the
right to require the Lender to give notice to other persons that amounts due
have not been paid.

10.  Set Off. The Borrower shall have no right of set off against the Lender
     -------
under this Note or under any instruments securing this Note or executed in
connection with the loan evidenced hereby. The Lender, however, shall have the
right, immediately and without further action by it, to set off against this
Note all money owed by the Lender in any capacity to Borrower, whether or not
due.

11.  This Note Secured by Certificate of Deposit. In addition to the protections
     -------------------------------------------
given to the Lender under this Note, an Assignment of Certificate of Deposit of
even date herewith protects the Lender from possible losses which might result
if Borrower does not keep the promises made in this Note. That Assignment
describes how and under what conditions Borrower may be required to make
immediate payment in full or in part of the amounts owed under this Note.

12.  Litigation. Any litigation between the parties brought in connection with
     ----------
this Note or concerning the subject matter hereof prior to closing of the Loan
shall only be brought in Pinellas County, Florida. In any such litigation, the
prevailing party shall be entitled to an award of its reasonable attorneys' fees
and costs. The Borrower and any guarantors further knowingly, voluntarily and
intentionally, waive any right to trial by jury in respect of any litigation
arising out of, under, or in connection with this Note, or the loan.

13.  Business Purpose Loan. The Borrower acknowledges that the proceeds of the
     ---------------------
loan are to be used for business or commercial purposes only, and not for
personal, family or household purposes.

14.  Revolving Line of Credit. The Loan evidenced by this Note is a revolving
     ------------------------
line of credit, and, subject to the terms of that certain Loan Agreement of even
date, and so long as the Borrower shall not be in default of the terms hereof,
the principal amount hereof may be drawn, repaid and redrawn from time to time
until the Maturity Date.

15.  WAIVER OF JURY TRIAL. BORROWER AND BANK HEREBY KNOWINGLY, VOLUNTARILY AND
     --------------------
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR
ANY

                                       3
<PAGE>

COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK TO
MAKE THIS LOAN AND EXTENSIONS OF CREDIT TO BORROWER.

     IN WITNESS WHEREOF, the undersigned has executed these presents as of the
day and year first above written.


Witnesses:                             GO2 PHARMACY, INC.,
                                       a Florida corporation,

_________________________________      By: Jual K. Taneja
Signature of Witness                       --------------
                                       JUAL K. TANEJA as its CHAIRMAN
_________________________________      --------------        --------
Print or type Name of Witness
                                       ATTEST: /s/ Carol Dore-Falcone
_________________________________              --------------------------------
Signature of Witness                           Carol Dore-Falcone, as its Vice
                                               President/Chief Financial Officer
_________________________________
Print of type Name of Witness                  (CORPORATE SEAL)


No documentary taxes are due under Florida law in connection with the execution
of this Note.

                                       4
<PAGE>

                              SECURITY AGREEMENT
                              ------------------

          THIS SECURITY AGREEMENT is made, entered into and effective as of the
8 day of March , 2001, by and between FIRST COMMUNITY BANK OF AMERICA, a Florida
-
banking corporation (the "Lender") and G02 PHARMACY, INC., a Florida corporation
(the "Borrower"), to secure the faithful performance of that certain Promissory
Note of even date herewith, (hereinafter the "Note") in the amount of
$650,000.00.

                             W I T N E S S E T H:

          In consideration of the extension of credit by Lender to Borrower
pursuant to the Note and other documents made by Borrower in favor of Lender
(the "Credit Documents") which are incorporated herein by this reference, and
which extension of credit is in the direct interest and advantage of Borrower,
Lender and Borrower agree as follows with respect to certain Collateral (as
defined below).

                                   ARTICLE I

                               Security Interest
                               -----------------

          As security for the payment of the obligations and the performance of
all obligations of Borrower to Lender under the Note, Borrower hereby grants a
continuing, general lien upon and security interest and title in and to First
Community Bank of America Certificate of Deposit No. 30028430 (the
"Collateral").

                                  ARTICLE II

                         Events of Default and Remedies
                         ------------------------------

          2.01. An Event of Default shall exist hereunder in the event that (i)
Borrower fails to timely pay any amounts due under the Note; or (ii) Borrower
fails to safeguard and maintain the Collateral. Upon the occurrence or existence
of an Event or Default, or at any time thereafter, Lender shall have all of the
rights and remedies described in this Agreement, at law or in equity, all of
which rights shall be cumulative and nonexclusive of all other rights, powers
and remedies available to Lender, and Lender may exercise any one, more or all
of such remedies, in its sole discretion.

          2.02 Remedies. Lender shall have all of the rights and remedies of a
               --------
secured party provided by law including, without limitation, those provided
under the Florida Commercial Code, as in effect on the date hereof, whether or
not provided under applicable law at the time of exercise, and such rights and
remedies under the Florida Commercial Code are incorporated herein and made a
part of the contract between Borrower and Lender by this reference.

                                  ARTICLE III

                             Covenants of Borrower
                             ---------------------

          3.01. Protection of Collateral. Borrower shall not use the Collateral
                ------------------------
illegally, and shall suffer to exist no, lien, levy, seizure or attachment of
the Collateral. Borrower shall diligently and in good faith use its best efforts
to protect the value of the Collateral, and to prevent any action from being
taken that would or could, in the exercise of reasonable business judgment,
jeopardize or diminish the security

                                       1
<PAGE>

afforded to Lender by the Collateral.

          3.02  Location.  The address of Borrower is 6950 Bryan Dairy Road,
                --------
Largo, FL 33777. Said location is and shall at all times be the Borrower's
principal place of business, unless otherwise agreed to in writing by Lender.
Borrower also maintains a secondary place of business at 12393 Belcher Road,
Largo, FL 33777. The Collateral shall be delivered to the Lender, and the Lender
shall maintain possession thereof as long as the Note shall remain unpaid.

          3.03  Priority.  Borrower hereby represents that Lender has a security
                --------
interest in the Collateral valid against all third parties and superior in
priority to all third parties, and Borrower agrees to take all actions necessary
to ensure that Lender maintains such superior priority in the Collateral.

          3.04.  Collateral.  Borrower shall not sell or otherwise dispose of
                 ----------
the Collateral; shall not create, incur, assume or suffer to exist any mortgage,
pledge, lien, charge, security interest or other encumbrance on the Collateral
other than the security interest hereunder; or change the location of the
Collateral, its records with respect hereto or its corporate or other fictitious
name without giving Lender at least thirty (30) days prior written notice
thereof and delivering to Lender financing statements or other documents as may
be requested by Lender to maintain the perfection of its security interest in
the Collateral.

          3.05  Further Assurances.  Borrower shall do and execute all and such
                ------------------
further lawful and reasonable acts, conveyances and assurances for the better
and more effective carrying out of the intents and purposes of the Credit
Documents as Lender may require from time to time.

                                  ARTICLE IV

                              General Conditions
                              ------------------

          4.01. Rights of Third Parties.  All conditions to the obligations of
                -----------------------
Lender under the Credit Documents are imposed solely and exclusively for the
benefit of Lender, no other person or entity shall have standing to require
satisfaction of such conditions or be entitled to assume that Lender will take
any action, and no other person or entity shall, under any circumstance, be
deemed to be a beneficiary of such conditions, any of which may be freely waived
in whole or in part by Lender at any time in its sole discretion. Nothing in the
Credit Documents or the acts of the parties hereto shall be construed to create
an agency, partnership or joint venture between Borrower and Lender or to make
Lender liable for debts or claims accruing against Borrower.

          4.02. Notices.  Any and all notices, elections, demands, requires and
                -------
responses thereto permitted or required to be given here under shall be in
writing, signed by or on behalf of the party giving the same, and shall be
deemed to have been properly given and shall be effective upon being personally
delivered, or upon being deposited in the United States mail, postage prepaid,
certified with return receipt required, to the other party at the address of
such other party set forth below or at such other address within the continental
United States as such other party may designate by notice specifically
designated as a notice of change of address and given in accordance herewith;
and provided that no notice of change of address shall be effective until the
date of receipt thereof. Rejection or other refusal to accept or inability to
deliver because of changed address of which no notice has been received shall
also constitute receipt. Any such notice, election, demand, request or response,
to be given to Lender or Borrower, shall be addressed as follows:

          A.    As to Lender:
                ------------

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<PAGE>

                First Community Bank of America
                Attention: Vicki Spears, Sr. Vice President
                6100 - 4/th/ Street North
                St. Petersburg, FL 33703

          B.    As to Borrower:
                --------------

                Go2 Pharmacy, Inc.
                Attention: Jugal K. Taneja
                  Chairman of the Board
                6950 Bryan Dairy Road
                Largo, FL 33777

Borrower agrees that notice given at least five (5) days prior to any action
taken by Lender pursuant to any of the Credit Documents shall constitute
reasonable notice of any such action with respect to which Borrower is entitled
to notice from Lender.

          4.03. No Waiver; Remedies Cumulative.  No delay, indulgence,
                ------------------------------
departures, extension of time for payment, acceptance of a past due installment,
failure to accelerate the Obligations by reason of an Event of Default, or any
other act or omissions by Lender with respect to Borrower, and guarantor or any
other person now or hereafter liable on any obligation under the Credit
Documents shall release, discharge, modify, change or otherwise affect the
original liability of Borrower hereunder, be construed as a novation or a
reinstatement of any obligation, or as a waiver of any right of acceleration or
the right of Lender to insist upon strict compliance with the terms of the
Credit Documents, preclude Lender from exercising any right, privilege or power
granted in any Credit Document or by law, or alter the security title, security
interest or lien of any Credit Document. No right, power or remedy conferred
upon or reserved to Lender by any of the Credit Documents is intended to be
exclusive of any other right, power or remedy, but each and every such right,
power or remedy shall be cumulative and concurrent and shall be in addition to
any other right, power or remedy given thereunder or now or hereafter existing.

          4.04  Waiver.  Borrower hereby waives and renounces for itself, its
                ------
heirs, successors and assigns, all rights to the benefits of any moratorium,
reinstatement, marshalling, forbearance, valuation, stay, extension, redemption
and appraisement now provided or which may hereafter be provided by he
Constitution and laws of the United States and of any state thereof, both as to
itself and in and to all of its property, real and personal, against the
enforcement of this Agreement and the collection of any of the obligations
under the Credit Documents.

          4.05. Miscellaneous.  This Agreement shall inure to the benefit of and
                -------------
be binding upon the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors, successors-in-title and
assigns. If any provision or part thereof or the application thereof to any
person or circumstance shall be invalid or unenforceable to any extent, the
remainder thereof and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law. All consents and approvals required or
permitted by any party hereunder shall be in writing and this Agreement may not
be changed, waived, discharged, modified or terminated orally, but only by an
instrument in writing signed by he party against whom enforcement is sought.
Time is of the essence of this Agreement. Whenever any payments, notice or
performance hereunder is due on a Saturday, Sunday or a public holiday under the
laws of the State of Florida (any other day being a "Business Day"), such
payment, notice or performance may be made on the next succeeding Business Day
and such extension of time shall be included in the computation of interest on
the Obligations. This Agreement shall be interpreted, construed and enforced
according to the laws of the State of Florida.

                                       3
<PAGE>

          IN WITNESS WHEREOF, Borrower and Lender each have executed this
Security Agreement under seal of the date first above written.


                                     LENDER:

                                     FIRST COMMUNITY BANK OF AMERICA

                                     By: /s/ Vicki Spears
                                         -----------------------------------
                                         Vicki Spears, Sr. Vice President

                                         (Corporate Seal)


                                     BORROWER:

                                     GO2 PHARMACY, INC.

                                     By: /s/ Jugal K. Taneja
                                         -----------------------------------
                                         Jugal K. Taneja as its
                                         ---------------,
                                         Chairman
                                         -----------------------------------


                                     ATTEST: /s/ Carol Dore-Falcone
                                             -------------------------------
                                             CAROL DORE-FALCONE, as its
                                             Vice President/Chief Financial
                                             Officer

                                             (Corporate Seal)

                                       4
<PAGE>

                                LOAN AGREEMENT
                                --------------

     THIS LOAN AGREEMENT (the "Agreement") is made and entered into this day 8
of March, 2001 by and between FIRST COMMUNITY BANK OF AMERICA, a Florida banking
corporation, 6100 - 4/th/ Street North, St. Petersburg, FL 33703 (the "Bank"),
and GO2PHARMACY, INC., a Florida corporation (the "Borrower"), 6950 Bryan Dairy
Road, Largo, FL 33777.

     WHEREAS, Borrower has made application for a revolving line of credit loan
in the amount of $650,000.00 from the Bank (the "LOC Loan") for the purpose of
establishing a revolving line of credit for operating capital, to be secured by
a first lien on a certificate of deposit owned by Borrower and deposited with
the Bank, and the Bank has agreed to make such LOC Loan subject to the terms and
conditions contained in the promissory note evidencing the same, this Agreement
and related loan documents; and

     WHEREAS, Borrower has made application for a term loan in the amount of
$551,512.00 from The Bank (the "Term Loan"), secured by a first lien on all
furniture, fixtures and equipment of Borrower, now owned or hereafter acquired,
all as more particularly described herein below and in the Security Agreement
executed by the Borrower simultaneously herewith, and the Bank has agreed to
such Term Loan subject to the terms and conditions contained in the promissory
note evidencing the same, this Agreement and all related loan documents; and

     WHEREAS, the terms "Loan" or "Loans" as used hereafter without any further
description, shall indicate all liabilities of Borrower to Lender, including
without limitation the LOC Loan and the Term Loan; and

     WHEREAS, during the term of the Loans, Borrower may seek additional
financing from the Bank which, if approved by the Bank, shall be subject to the
terms an conditions of this Agreement.

     NOW, THEREFORE, for and in consideration of the promises and covenants
contained herein, the sufficiency of which is acknowledged by the parties, they
hereby agree as

     1.   The recitals contained herein above are true and correct.

     2.   The Borrower shall execute its promissory notes for any Loan made by
the Bank under this Agreement.

     3.   The LOC Loan and the Term Loan shall be secured by the following:

          a.   The LOC Loan Collateral.  As collateral for the LOC Loan, the
               -----------------------
Borrower hereby assigns, conveys, pledges and grants to the Bank a continuing
first security interest in that certain Certificate of Deposit in the principal
amount of $650,000.00, more particularly described as First Community Bank of
America Certificate of Deposit No. 30028430 (the "Certificate of Deposit").

          b.   The Term Loan Collateral. As collateral for the Term Loan, the
               ------------------------
Borrower hereby assigns, conveys, pledges and grants to the Bank a continuing
first lien and security interest in all furniture, fixtures and equipment now
owned or hereafter acquired by the

                                       1
<PAGE>

Borrower wheresoever situated (the "Term Collateral"). For the purposes of this
Agreement, the term "equipment" means all of the equipment of the Borrower
(within the meaning of the Uniform Commercial Code, as from time to time in
effect in the State of Florida), and all purchase orders and other similar
instruments for the purchase of equipment by the Borrower, now or hereafter
owned or acquired, and wheresoever located, as well as all parts, accessions,
and additions thereto, proceeds therefrom and substitutions and replacements
therefor.

Any default by the Borrower under any obligation to the Bank shall be a default
under this Agreement and any promissory note(s) executed by Borrower in favor of
the Bank, entitling the Bank to exercise all legal remedies allowed by law.

     4.   a.   Borrower acknowledges that the promissory note for the LOC Loan
is a revolving line of credit note under which the Bank shall lend and the
Borrower may borrow, pay, reborrow and repay as often as Borrower wishes during
the life of the promissory note with certain restrictions.

          b.   Borrower acknowledges that the promissory note for the Term Loan
is not a revolving line of credit note, but that the entire principal amount of
the Term Note will not be funded at the time the Term Note is executed. The Bank
and the Borrower agree that, to the extent any portion of the principal amount
of the Term Note is not funded at the time of execution thereof, the unfunded
balance shall be available for draw by the Borrower subject to the following
conditions:

               (1)  For a period of ninety (90) days after the date of the Term
Note, the Borrower shall have the right to draw against any unfunded portion of
the principal of the Term Note for the purchase of Qualifying Equipment. For the
purposes of this Agreement, Qualifying Equipment shall mean new capital
equipment for use in the operation of the Borrower's business.

               (2)  In the event the Borrower desires to draw against the
unfunded portion of the principal of the Term Note, the Borrower shall give the
Bank at least three (3) days notice of the amount of the requested draw, which
request must be accompanied by a copy of a purchase order for the purchase of
one or more pieces of Qualifying Equipment.

               (3)  The amount of any particular draw against the unfunded
portion of the principal of the Term Note shall not exceed eighty (80%) percent
of the actual purchase price of the Qualifying Equipment as shown on the
purchase order.

               (4)  The maximum aggregate amount that may be drawn by the
Borrower under the Term Note is $551,512.00, including the amount funded at the
time of execution of the Term Note. The Term Note is not a revolving line of
credit note, and once the Borrower has drawn funds on the principal amount
thereof, such funds shall not be available for redraw, even if the Borrower has
repaid all or any portion of the amount drawn.

     5.   Borrower hereby covenants, represents and warrants as follows:

          a.   To the best of Borrower's knowledge, the financial information
which Borrower has heretofore delivered or caused to be delivered to the Bank in
connection with the Loans, to the best of Borrower's knowledge, is complete and
correct and fairly presents the financial condition of Borrower and the results
of its operations and transactions. To the best of

                                       2
<PAGE>

Borrower's knowledge, there are no material liabilities, direct or indirect,
fixed or contingent, of the Borrower as of the date of delivery of such
information to the Bank which are not reflected therein. Since the date of the
delivery of such financial information to the Bank, to the best of Borrower's
knowledge, there has been no material adverse change in the financial condition
of the Borrower. Borrower shall immediately advise the Bank of any material
adverse change in its financial position and the nature of such change.

          b.   There is no action, suit, investigation or proceeding by or
before any court, arbitrator, administrative agency or other governmental
authority pending or, to the knowledge of Borrower, threatened against or
affecting Borrower which, if adversely determined, would materially adversely
affect the financial condition of Borrower. Borrower is not in default under (1)
any order writ, injunction, award, or decree of any court, arbitrator,
administrative agency or other governmental authority binding upon Borrower or
its assets or (2) any indenture, mortgage, contract, agreement or any other
undertaking or instrument to which it is a party or by which any of its
properties may be bound, and nothing has occurred which materially adversely
affects the Borrower's ability to perform its obligations under any such order,
writ, injunction, award or decree or any such indenture, mortgage, contract,
agreement or other undertaking.

          c.   Borrower shall pay from time to time as the same shall become due
and payable, the full amount of all taxes of every nature and kind, including
without limitation, documentary stamp taxes and intangible taxes as well as all
of the tax-related interest and penalties due on any promissory note(s) executed
and delivered by Borrower to the Bank. The Borrower further agrees to indemnify
and hold the Bank harmless from and against any and all documentary stamp taxes,
intangible taxes and interest and penalties thereon assessed in connection with
any loan transaction subject to this Agreement.

          d.   Borrower shall pay when due all taxes, license fees, assessments
and other liabilities and charges, except as shall be contested in good faith by
appropriate proceedings being diligently prosecuted; provided that with respect
to such contested matter, Borrower shall have created adequate reserves against
its possible liability thereunder; and provided, further, that if the Bank shall
notify Borrower that in its reasonable opinion, by non-payment of any such
                                                                      ----
matters the collateral for the Loan, or any part thereof, will be subject to
immediate loss or forfeiture, any such taxes, assessments or charges shall be
promptly paid by Borrower.

          e.   Borrower is duly formed, validly existing and in good standing
under the laws of the State of Florida and has all the power and authority to
consummate the transaction contemplated under this Agreement and any and all
other agreements and instruments executed in connection with the Loans. Borrower
shall preserve its corporate and limited liability existence, as applicable, and
be qualified to do business in all jurisdictions where its ownership of property
or the nature of its business requires such qualifications. The terms and
conditions of the Loan documents are binding upon and fully enforceable against
the Borrower. Borrower shall obtain and retain all necessary certificates,
licenses, permits and other permissions to conduct its business in accordance
with legal requirements.

          f.   Borrower agrees that it will not dissolve, consolidate, merge
into or otherwise materially alter the organization or operation of its business
without the prior written consent of the Bank, which consent shall not be
unreasonably withheld. Borrower further agrees that the ownership of Borrower
will not change during the term of any loan subject to this

                                       3
<PAGE>

Agreement, without the prior written consent of the Bank, which consent shall
not be unreasonably withheld.

          g.   At any time and from time to time after the execution and
delivery of this Agreement, Borrower shall, upon request of the Bank, execute
and deliver such further documents and do such further acts and things as the
Bank may reasonably request in order to fully effectuate the purposes of this
Agreement.

          h.   Borrower shall establish an account at the Bank which shall be
its principal operating account.

          i.   Borrower shall provide an unqualified, updated, certified (as
true and correct), and audited (by an independent certified public accountant)
annual financial statements to the Bank on or before the date which is one
hundred twenty (120) days after the end of each of Borrower's fiscal years
during the term of the Loans. Additionally, Borrower shall provide to the Bank
internally-prepared interim financial statements on a monthly basis within
thirty (30) days after the end of each month, certified by the Chief Financial
Officer of Borrower. The financial statements delivered to the Bank by the
Borrower will fairly and accurately represent the financial condition of the
Borrower as of the dates thereof or for the periods indicated. The financial
statement prepared by Borrower's accountant shall state that the preparer has no
knowledge that any Event of Default, or any event which with notice and/or lapse
of time would become an Event of Default as set forth herein, has occurred, or
if the preparer has knowledge that such an event has occurred, the details shall
be specified.

          j.   Borrower shall maintain a minimum cash balance on hand in
accounts established with the Bank of no less than $1,000,000.00 at all times
during the term(s) of the Loans.

          k.   Borrower shall make available to the Bank or its duly authorized
representatives, during business hours or at an otherwise reasonable time, the
books and records of Borrower for inspection and copying.

          l.   Borrower shall not incur additional indebtedness, except in the
ordinary course of business, without the prior written consent of the Bank, and
Borrower shall not allow any of its assets to become pledged or encumbered as
collateral for any indebtedness of Borrower or otherwise, except for pledges and
liens in favor of the Bank. Specifically, but not by way of limitation, so long
as the Term Loan shall remain in force, Borrower shall not convey, assign,
transfer or otherwise pledge any of its accounts receivable or inventory, either
as collateral or otherwise, to any person or firm, without the prior expressed
written consent of the Bank, which consent the Bank may grant or withhold at its
sole discretion.

          m.   To the best of Borrower's knowledge, Borrower has good and
marketable title to all of its assets, including specifically without limitation
the Certificate of Deposit and the Term Loan Collateral, subject to no lien,
mortgage, pledge, encumbrance or charge of any kind, except as set forth in the
financial statements which Borrower has previously furnished to the Bank. During
the term of this Agreement, Borrower agrees that it will not sell, convey,
transfer or otherwise divest itself of any of its assets (including any sale,
transfer or divestiture to any shareholder of Borrower) except the following:

               (1)   payment of sums due in the ordinary course of business;

                                       4
<PAGE>

               (2)   sales of inventory in the ordinary course of business;

               (3)   replacement of equipment to the extent that any equipment
sold, conveyed, transferred or otherwise removed will be replaced with similar
equipment of value at least as great as the equipment being replaced.

          n.   Borrower shall keep insured all of Borrower's property at its
full insurable value against such risks as the Bank may reasonably require.
Regarding collateral pledged as security for any obligation of Borrower to the
Bank, Borrower shall maintain and provide to the Bank evidence of insurance in
such amounts and for such hazards as the Bank may require. The Bank shall be a
named insured and loss payee on all policies applicable to Loan collateral.

          o.   Borrower shall comply with all land use, building, zoning, OSHA,
environmental, pollution, Americans with Disabilities Act and like laws, rules,
ordinances, and regulations promulgated by any governmental authority and
applicable to Borrower.

          p.   The address for Borrower given herein is the Borrower's chief
executive office and the location at which Borrower's books, records and other
financial and business documents are maintained. In the event that Borrower's
books, records or other financial and business documents are to be moved to a
different location, Borrower agrees to provide the Bank with the address of such
location at least five (5) days prior to the transfer taking place. Borrower
agrees that Borrower will not remove its books, records or other financial and
business documents from the State of Florida without the prior written consent
of the Bank.

          q.   Borrower warrants and represents to the Bank that all tangible
personal property of the Borrower in which the Bank has a security interest is
located at the address for Borrower given in this Agreement, or at 12393 Belcher
Road, Largo, Florida. In the event that the tangible personal property of
Borrower in which the Bank has a security interest is to be moved to a different
location, Borrower agrees to provide the Bank with the address of such location
at least five (5) days prior to the transfer taking place. Borrower agrees that
Borrower will not remove its tangible personal property in which the Bank has a
security interest from the State of Florida without the prior written consent of
the Bank.

     6.   Borrower agrees to provide the Bank during the term of this Agreement
with U annual audits of the Term Loan Collateral. The annual financial audit to
be provided by Borrower under the terms of this Agreement will serve as one of
such collateral audits provided that the CPA firm which performs the audit is
acceptable to the Bank in its reasonable discretion. The other collateral audit
will be performed by an independent party acceptable to the Bank or an agent of
the Bank, at the Bank's option. The cost of the collateral audits will be paid
by Borrower.

     7.   The happening of one or more of the following events (Event of
Default) shall constitute a default of the Loans:

          a.   if Borrower shall fail to make any payment of principal, interest
or other amount owing to the Bank when the same shall become due.

          b.   The occurrence of a material adverse change in the financial
condition of Borrower.

                                       5
<PAGE>

                  c. If Borrower shall fail to make any payment of principal or
interest on any other obligation for borrowed money or if Borrower shall default
in the performance of any other agreement, term or condition, contained in any
agreement under which such obligation is created, if the effect of such default
is to cause or permit the holder or holders of such obligations to cause such
obligations to become due prior to stated maturity.

                  d. If any representation or warranty made to the Bank by
Borrower or in any writing furnished in connection with or pursuant to this
Agreement by Borrower shall be false in any material respect on the date on
which made.

                  e. If Borrower defaults in the performance of any covenant
contained in this Agreement, or violates any other term, condition or
representation contained in this Agreement, the promissory notes evidencing the
Loans, or in any instrument, document or agreement related hereto or thereto.

                  f. If there are final judgments for the payment of money,
which are outstanding against Borrower and any one of such judgments has been
outstanding for more than ninety (90) days from the date of its entry and has
not been discharged in full or stayed pending further proceedings.

                  g. If a receiver, liquidator or trustee of Borrower or of any
material portion of its property, is appointed by court order and such order
remains in effect for more than thirty (30) days; or Borrower is adjudicated
bankrupt or insolvent; or any material portion of the properties of Borrower is
attached or sequestered by court order and such order remains in effect for more
than thirty (30) days; or a petition is filed against Borrower under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now or thereafter in
effect, and is not dismissed within thirty (30) days after such filing.

                  h. If Borrower files a petition in voluntary bankruptcy or
seeks relief under any provision of any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, or consents to the filing of
any petition against it under such law.

                  I. If Borrower makes an assignment for the benefit of its
creditors, or admits in writing its inability to pay its debts generally as they
become due, or consents to the appointment of a receiver, trustee or liquidator
of Borrower.

            8.    Upon the occurrence of any Event of Default, the Bank may,
without notice, declare the entire principal and all interest on the Loans and
all other indebtedness of Borrower to the Bank, whether direct or indirect, to
be immediately due and payable, and the Loans and all such indebtedness
thereupon shall be immediately due and payable, and the Bank may proceed to
collect the same, to set off against all monies owed to Borrower by the Bank in
any capacity, including without limitation monies held in bank depository
accounts, cash management lock box accounts, or as otherwise provided in the
instruments, documents and/or agreements signed by Borrower, including but not
limited to drawing on any letter(s) of credit, the Certificate of Deposit or
cash deposits which secure the Loans. The Bank shall also have such other rights
and remedies as provided herein or in any other instrument, document or
agreement executed by Borrower, at law or at equity, including but not limited
to the right to sue for and recover damages as a result of any such default. All
of the Bank's rights and remedies

                                       6
<PAGE>

shall be cumulative and not alternative and may be exercised consecutively or
concurrently at the Bank's option. The Borrower promises and agrees to pay all
costs and expenses of collection and reasonable attorneys' fees, including
costs, expenses and reasonable attorneys' fees and costs incurred pre and post
trial, on appeal and in any bankruptcy or regulatory proceedings.

         9.    The definition of accounting terminology used herein shall be in
accordance with Generally Accepted Accounting Principles (GAAP).

         10.   No waiver by the Bank of any default shall operate as a waiver of
any other default or of the same default on a future occasion. No delay or
omission on the part of the Bank in exercising any fight or remedy shall operate
as a waiver thereof, and no single or partial exercise by the Bank of any right
or remedy shall preclude any other or further exercise thereof or the exercise
of any other fights or remedy. Time is of the essence to this Agreement. The
provisions of this Agreement are cumulative and in addition to the provisions of
any liability and any note or writing evidencing any liability secured hereby.
This Agreement is solely for the benefit of the parties hereto; no other persons
are third party beneficiaries of this Agreement or have any fights or benefits
hereunder.

         11.   The singular pronoun, when used herein, shall include the plural,
and the neuter shall include the masculine and feminine.

         12.   All rights of the Bank hereunder shall inure to the benefit of
its successors and assigns; and all obligations of Borrower shall bind the
heirs, executors, administrators, successors, and assigns of the Borrower.

         13.   This Agreement shall be construed in accordance with and governed
by the laws of Florida. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be ineffective, the
invalidity of such provision will not affect the enforceability of the remainder
of this Agreement.

         14.   This Agreement may be executed in counterparts, each of which
shall be deemed an original and consolidated as one agreement.

         15.   To the extent any of the definitions, terms, covenants,
agreements and provisions contained in this Agreement are in conflict with any
of the definitions, terms, covenants, agreements and provisions of any
promissory note(s), security agreement, or any other document evidencing or
securing the Loans, the definitions, terms, covenants, agreements and provisions
contained in this Agreement shall control.

         16.   BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT THEY OR ANY OF THEM MAY HAVE TO TRIAL BY JURY IN
ANY ACTION ARISING OUT OF, OR BASED UPON, THIS AGREEMENT, THE PROMISSORY NOTES
REPRESENTING THE LOANS, THE COLLATERAL FOR THE LOANS, AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER WRITTEN OR VERBAL) OR ACTIONS OF EITHER
PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK EXTENDING CREDIT TO
BORROWER.

                                       7
<PAGE>

     IN WITNESS WHEREOF, Borrower and the Bank have hereunto set their hands and
seals.

<TABLE>
<S>                                             <C>
THE BANK:                                       BORROWER:

FIRST COMMUNITY BANK OF AMERICA                 G02PHARMACY, INC.

By:/s/Vicki Spears  SVP                           By: /s/Jugal K. Taneja
   ----------------------------                     --------------------------------
    VICKI SPEARS,                                   JUGAL K. TANEJA
    As its Senior Vice President                    --------------------------------

                                                        As its  CHAIRMAN
                                                        ----------------------------

    (CORPORATE SEAL)                            Attest: /s/Carol Dore-Falcone
                                                        ----------------------------
                                                         CAROL DORE-FALCONE
                                                         As its Vice President/Chief
                                                         Financial Officer

                                                         (CORPORATE SEAL)
</TABLE>

STATE OF FLORIDA)
COUNTY OF PINELLAS)

     The foregoing was sworn to, subscribed and acknowledged before me, the
undersigned authority, by Vicki Spears, as Senior Vice President of First
Community Bank of America, a Florida banking corporation, well known to me
personally, or who produced ______________________ as identification, on behalf
of the corporation.

                                                      __________________________
                                                      NOTARY PUBLIC
My Commission Expires:                                __________________________
                                                      Print or type name


STATE OF FLORIDA)
COUNTY OF PINELLAS)

     The foregoing was sworn to, subscribed and acknowledged before me, the
undersigned authority, by ___________________________ as ________________ and
Carol Dore-Falcone, as Vice President/Chief Financial Officer of Go2Pharmacy,
Inc., a Florida corporation, well known to me personally, or who produced
________________________ and __________________________, respectively as
identification, on behalf of the corporation.

                                                      __________________________
                                                      NOTARY PUBLIC
My Commission Expires:                                __________________________
                                                      Print or type name

                                       8
<PAGE>

                COLLATERAL ASSIGNMENT OF CERTIFICATE OF DEPOSIT
                -----------------------------------------------


         THIS COLLATERAL ASSIGNMENT (the "Assignment") made this 8 day of
March 2001, by G02PHARMACY, INC., a Florida corporation, with an address of
6950 Bryan Dairy Road, Largo, FL 33777, (hereinafter referred to as "Borrower")
to FIRST COMMUNITY BANK OF AMERICA, a Florida banking corporation with an
address of 6100 - 4/th/ Street North, St. Petersburg, FL 33703, (hereinafter
referred to as "Assignee"):

                             Preliminary Statement
                             ---------------------

         Borrower is indebted to Assignee in the original principal amount of
$650,000.00 (the "Loan") as evidenced by a certain promissory note dated March 8
2001 (the "Note").

         Assignee will make the Loan to Borrower provided, among other things,
that Borrower shall assign to Assignee all of its right, title and interest in
and to First Community Bank of America Certificate of Deposit No. 30028430 (the
"Certificate").

         Borrower is willing to make such assignment on the terms and conditions
hereof as an inducement to Assignee to make the Loan to Borrower.

         NOW, THEREFORE, in consideration of the Loan and for other good and
valuable consideration, the receipt whereof is hereby acknowledged, Borrower
hereby grants, conveys, transfers and assigns to Assignee all of its right,
title and interest in and to the Certificate, and any proceeds, substitutions,
modifications, renewals or extensions thereof.


         1. This Assignment is a present and irrevocable assignment and is made
for the purpose of securing payment of the Loan, including:


            (a)  All sums and indebtedness now or hereafter due under the Note;


            (b)  All liabilities and other obligations of payment and
performance under this Assignment, or any other agreement securing the Note
(collectively the "Security Documents"); and

            (c)  All liabilities and obligations of payment and performance
under any of the documents executed in connection therewith. All references to
the Note and Security Documents shall include all amendments, extensions or
renewals thereof.

         2. Borrower hereby represents, covenants and warrants:

            (a)  That the Certificate is currently in full force and effect and
unmodified.

            (b)  That Borrower is the owner of the Certificate, and Borrower
shall defend Assignee against all and every person or persons lawfully claiming,
or who may claim the same or any part thereof, subject only to the performance
and observance of all of the terms, covenants, conditions and warranties
thereof.

                                       1
<PAGE>

         3. The Borrower will at all times promptly and faithfully in all
respects conform to and comply with the terms and conditions of the Certificate
and the Borrower further covenants that it will not do or permit anything to be
done, the doing of which, or refrain from doing anything, the omission of which,
will impair or tend to impair the security of this Assignment or will be grounds
for declaring a forfeiture or termination of the Certificate.

         4. The Borrower also covenants that it will not modify or in any way
alter the terms of the Certificate (except it may renew or extend) or cancel or
surrender the Certificate; and said Borrower does by these presents expressly
release, relinquish and surrender unto the Assignee all its right and authority
to cancel, surrender, amend, modify or alter in any way the terms and provisions
of the Certificate and any attempt on the part of the Borrower to exercise any
such right without the written authority and consent of the Assignee thereto
being first had and obtained shall constitute a default under the terms hereof
and the entire indebtedness secured hereby shall, at the option of the Assignee,
become due and payable forthwith and without notice.

         5. In the event of any failure by Borrower to perform any covenant on
the part of Borrower to be observed and performed under the Certificate, the
performance by Assignee on behalf of the Borrower of the Collateral covenant
shall not remove or waive, as between Borrower and Assignee, the corresponding
default under the terms hereof and any amount so advanced or any costs incurred
in connection therewith, with interest thereon, shall be repayable by Borrower
without demand, secured hereby and any such failure aforesaid shall be subject
to all of the rights and remedies of Assignee hereunder available on account of
any default.

         6. In the event of the bankruptcy or insolvency of Borrower, then the
whole of the said principal sum secured hereby shall, at the option of the
Assignee, be deemed to have become immediately due and payable and the same,
with interest thereon and with all other costs and charges, shall thereupon be
collectible in the same manner as if the whole of the principal sum had been
made payable at the time when any of the foregoing covenants shall have
occurred.

         IN WITNESS WHEREOF, Borrower has hereunto caused these presents to be
executed under its hand and seal the day and year first herein written.

WITNESSES:                            GO2PHARMACY, INC., a Florida
                                      Corporation

/s/     Vicki Spears                  By: /s/Jugal K. Taneja
---------------------------               --------------------------------------
Witness signature                         JUGAL K. TANEJA as its CHAIRMAN
                                          ---------------        --------

       Vicki Spears
---------------------------               --------------------------------------
Print or type witness name
                                      ATTEST: /s/Carol Dore-Falcone
                                              ----------------------------------
/s/    Vicki Spears                           Carol Dore-Falcone, as its Vice
---------------------------                   President/Chief Financial Officer
Witness signature

        Vicki Spears
---------------------------
Print or type witness name

                                       2
<PAGE>

                           LOAN SETTLEMENT STATEMENT

CLOSING DATE:       March 8, 2001

LENDER:             FIRST COMMUNITY BANK OF AMERICA

BORROWER:           GO2PHARMACY, INC.

LOAN AMOUNTS:       Term Loan:                $551,512.00
                    Line of Credit Loan:      $650,000.00

COLLATERAL:         Term Loan:                Furniture, Fixtures and Equipment

                    Line of Credit Loan:      First Community Bank of America
                                              Certificate of Deposit No.
                                              30028430

________________________________________________________________________________

                      SETTLEMENT COSTS AND DISBURSEMENTS:


     ITEM                               RECIPIENT                      AMOUNT
     ----                               ---------                      ------

1.   Loan Commitment Fee                FCBOA
      Term Loan                                                        500.00
      Line of Credit Loan                                              500.00


2.   Recording Fee                      Clerk of Circuit Court          10.50
      UCC-1 Financing Statement

3.   Filing Fee - UCC-1                 Secretary of State              28.00

4.   Lender's Attorneys Fees            Deeb & Brainard, P.A.        2,500.00
     Miscellaneous Costs                                                75.00
     Additional UCC-3 Filing Fees                                      100.00

5.   Corporate Certificate of           Deeb & Brainard, P.A.           25.00
     Good Standing

6.   UCC-11 Search                      Deeb & Brainard, P.A.           50.00

7.   Loan Payoff of ClT Group
     Principal: $909,748.33
     Interest through 3/8/01 $2,506.92
     Clearance on payout $1,361.64
     Total                                                            913,347

8.   Loan Payoff of FCBOA
     Principal: $60,440.02
     Interest through 3/8/01 $47.19
     Total                                                          60,487.21

     TOTAL LOAN SETTLEMENT COSTS AND DISBURSEMENTS:               $977,892.60
                                                                   ----------
                                       1

<PAGE>

THE UNDERSIGNED BORROWER ACKNOWLEDGE THE RECEIPT OF THIS LOAN SETTLEMENT
STATEMENT, AGREE TO THE CORRECTNESS THEREOF AND AUTHORIZE AND RATIFY THE
DISBURSEMENT OF THE FUNDS AS STATED ABOVE. BORROWER ACKNOWLEDGES THAT SOME OF
THE ABOVE COSTS MAY BE ESTIMATES; EXCESS COSTS SHALL BE BILLED TO AND REIMBURSED
BY BORROWER. BORROWER FURTHER ACKNOWLEDGES THAT THE LOAN PROCEEDS ARE FOR
BUSINESS PURPOSES ONLY AND ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD USE.


                                      GO2PHARMACY, INC., a Florida corporation


                                      By: Jugal K. Taneja
                                          --------------------------------------

                                          JUGAL K. TANEJA
                                          ------------------------
                                          As its CHAIRMAN
                                                 -----------------

                                      ATTEST: Carol Dore-Falcone
                                              ----------------------------------
                                              Carol Dore-Falcone
                                              As its Vice President/
                                              Chief Financial Officer

                                              (CORPORATE SEAL)

                                       2
<PAGE>

                MARITIME/INTERNATIONAL WATERS CLOSING AFFIDAVIT



         BEFORE ME, the undersigned, a licensed captain of the "Key of The Sea"
Personally appeared Vicki Spears, the Senior Vice President of FIRST COMMUNITY
BANK OF AMERICA ("Bank") and _Jugal K. Taneja and Carol Dore-Falcone, the
Chairman of the Board and Vice President/CFO of Go2Pharmacy, Inc.,
("Borrower"), who, being by me first duly sworn, stated:


         1        On the date hereof, the Borrower executed a promissory note
                  (the "Note") of even date herewith in the principal amount of
                  $551,512.00, in favor of the Bank on the "Key of The Sea" 24
                  41 650 N, and 8 2 5 9 4 1 0 W.
                  --------      ---------------

         2.       The Borrower personally delivered the Note to Bank, and Bank
                  accepted the Note on the Key of The Sea date hereof on the
                  86Proof at 24 41 650/N/ and 8 2 5 9 4 1 0 W.
                             ------------     ---------------

         Dated this 8/th/ day of March, 2001.


                                         Signature of Borrower's Officer

                                         /s/ Jugal K. Taneja
                                         ---------------------------------------
                                         Jugal K. Taneja, Chairman of the Board

                                         /s/ Carol Dore-Falcone
                                         ---------------------------------------
                                         Carol Dore-Falcone, V.P. and CFO


                                         Signature of Bank's Officer or Agent

                                         /s/ Vicki Spears SVP
                                         ---------------------------------------
                                         Vicki Spears


                                         ---------------------------------------
                                         Senior Vice President


         Sworn to and subscribed before me this

         8/th/ day of March, 2001

          /s/ Bill Findeison
         -------------------------------
         Licensed Vessel Captain
<PAGE>

DEPT OF TRANSP. U.S. COAST GUARD. CG-2849 (REV. 8-67)                 FILE NO.
SERIAL NUMBER                                                       ISSUE NUMBER
   912273                                                                1

                           UNITED STATES COAST GUARD


                                    [LOGO]


                                    LICENSE

                        TO U.S. MERCHANT MARINE OFFICER

This is to certify that   ***  WILLIAM F FINDEISON  ***
                       ---------------------------------------------------------
having been duly examined and found competent by the
undersigned is licensed to serve as MASTER OF STEAM OR MOTOR
                                    --------------------------------------------
   VESSELS NOT MORE THAN 50 GROSS REGISTERED TONS (DOMESTIC TONNAGE)
--------------------------------------------------------------------------------
   UPON NEAR COASTAL WATERS.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------This license expires on the 11th day
                                            of October, 2005
for the term of five years from this date.


Given under my hand this      11th      day of OCTOBER      , XX  2000.
                        ---------------        -------------      ----

         MIAMI, FL                          G. C. HERNANDEZ, USCG, BY DIR
----------------------------        ----------------------------------------
           Port                      Officer in Charge of Marine Inspection

<PAGE>

                           WAIVER OF LANDLORD'S LIEN
                           -------------------------

                     WAIVER dated this __ day of March, 2001, by YALE MOSK &
            CO., ("Landlord"), in favor of FIRST COMMUNITY BANK OF AMERICA,
            ("Bank").

                     WHEREAS, Landlord is the owner of the premises more
            particularly described as 12393 Belcher Road, #420, Largo, Florida,
            ("Premises"), and is the Landlord under a lease of such Premises
            with G02 PHARMACY, INC., d/b/a INNOVATIVE HEALTH PRODUCTS, INC.
            ("Borrower"), as tenant and YALE MOSK & CO.

                     WHEREAS, Borrower is indebted to Bank in connection with
            certain business financing secured by a first lien against
            Borrower's furniture, fixtures and equipment placed or kept from
            time to time at the Premises, ("Loan Transaction"), and Bank has
            required Borrower to obtain this waiver from Landlord as a condition
            of such financing.

                     NOW THEREFORE, in consideration of $1.00 and other good and
            valuable consideration, receipt of which is hereby acknowledged,
            the Landlord does hereby agree to waive its Landlord's lien, both by
            Florida law and by contract, if any, against Borrower's furniture,
            fixtures and equipment place or kept in the Premises from time to
            time in favor of Bank for as long as Bank's security interest
            thereon shall remain in effect. In the event Bank shall give
            Landlord written notice of a default by Borrower under the Loan
            Transaction, Landlord shall permit Bank reasonable access to the
            Premises in order for Bank to enforce any of its rights under any
            security instrument.

                     This Waiver is intended only waive Landlord's lien so long
            as the Bank's security interest remains in effect, and at such time
            as such security interest expires or is terminated, Landlord's lien
            right shall thereafter be restored.

                     IN WITNESS WHEREOF, Landlord has caused this Waiver to be
            executed the date and year first above written.

            /s/ David M. Neiman                   YALE MOSK & CO
            -------------------------
            Witness Signature
                                                  By: /s/ Matt Mosk
                                                      --------------------------
            /s/ Carol Dore-Falcone                    Matt Mosk as it President
            -------------------------                 ---------       ----------
            Witness Signature


            [Notary acknowledgments on next page]
<PAGE>

STATE OF FLORIDA)
COUNTY OF PINELLAS)

     The foregoing was sworn to, subscribed and acknowledged before me, the
undersigned authority by MATTHEW MOSK as PRESIDENT of YALE MOSK & CO., well
known to me personally, or who produced __________ as identification on behalf
of the corporation.

                                             Gwendolyn G. Howard
                                             -------------------
                                             Notary Public

My Commission Expires:                       Gwendolyn G. Howard
                                             -------------------
                                             Print or type name


                            Gwendolyn G Howard
                            My Commission CC988408
                            Expires December 17, 2004
<PAGE>

                     AGREMENT WAIVING RIGHT TO JURY TRIAL
                     ------------------------------------

         THIS AGREEMENT WAIVING RIGHT TO JURY TRIAL (this "Agreement") is
made as of the 8 day of March, 2001, by and among FIRST COMMUNITY BANK OF
AMERICA, a Florida banking corporation (the "Bank"), and G02 PHARMACY, INC., a
Florida corporation (the "Borrower").

                                   RECITALS:

         A. On or about of even date herewith, the Bank and Borrower have
entered into those certain loan documents (herein called, together with any and
all amendments and modifications thereof, the "Loan Documents"), pursuant to
which the Bank has agreed to make the Borrower a revolving line of credit loan
in the original principal amount of $650,000.00, and a term loan in the original
principal amount of $551,512.00 (collectively, the "Loans"), subject to the
terms and conditions set forth in the Loan Documents.

         B. In connection with the Loans, Borrower has executed and delivered to
the Bank certain Notes and that certain Loan Agreement, and one or more of the
parties hereto have executed and delivered and/or accepted certain other Loan
Documents. The capitalized terms set forth in the preceding sentence, and such
other capitalized terms in this Agreement, to the extent not otherwise expressly
defined herein, shall have the respective meanings ascribed thereto in the Loan
Documents.

         C. The Bank and Borrower recognize that the Loans are relatively
complex business transactions, that the Loan Documents are relatively lengthy
and technical in nature and may be susceptible to misinterpretation if isolated
provisions are the subject of review, and that in the event of any dispute as to
the rights and obligations of the parties under the Loan Documents and otherwise
with respect to the Loans, a judge, rather than a jury, would be the most
efficient and best qualified trier of fact. Accordingly, the Bank and Borrower
desire to waive their respective rights to jury trial with respect to any
litigation or other legal proceeding based on any Loan Document, or arising out
of, under or in connection with any Loan Document or the Loans.

                                  AGREEMENTS:

          NOW, THEREFORE, for and in consideration of the mutual covenants and
promises of the parties hereto, and in further consideration of the sum of Ten
Dollars ($10.00) and other good and valuable consideration in hand paid by each
party hereto to the other, the receipt and sufficiency of such consideration
being hereby mutually acknowledged, the Bank and Borrower hereby agree as
follows:

         1. The foregoing recitals are true and correct and are hereby
incorporated into this Agreement.

         2. The Bank and Borrower each knowingly, voluntarily, and intentionally
waives any right it may have to a trial by jury, with respect to any litigation
or legal proceedings based on, or arising out of the Notes, Loan Agreement, or
other Loan Document, including any course of conduct, course of dealings, verbal
or written statements, or actions or omissions of any party which in any way
relates to the Loans. The parties hereto have specifically discussed and
negotiated this waiver and understand the legal consequences of signing this
Agreement.

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<PAGE>

         3. This waiver by Borrower is material inducement for the Bank's making
of the Loan, and the Bank's waiver is a material inducement for Borrower's
acceptance of the Loan and for Borrower's giving the Notes and Loan Documents.

         4. At a party's request, the other parties will join in asking the
court in which suit is pending to try the case and decide all issues, including
issues of fact, without a jury.

         5. Notwithstanding the narrower definition ascribed to the term. "Loan"
or "Loans" above, the term "Loan" or "Loans" as used in this Agreement will
include, without limitation, any future advances, modifications, renewals,
extensions, and refinancings of the loans described in the recitals.

         6. If for any reason the waivers set forth in paragraph 2 are declared
or found by a court of competent jurisdiction to be invalid, illegal or
unenforceable, and any litigation or other legal proceeding relating to or
arising in connection with the Loans is in fact conducted before an impaneled
jury, each party hereto agrees that it will not seek to have this Agreement or
the existence thereof admitted into evidence with respect to such litigation or
other legal proceeding. The parties hereto acknowledge that damages are an
inadequate remedy for any breach of the covenant set forth in the preceding
sentence and, therefore, such covenant shall be subject to enforcement by
injunctive relief without the need to demonstrate the inadequacy of monetary
damages.

         7. If any one or more of the provisions contained in this Agreement is
declared or found by a court of competent jurisdiction to be invalid, illegal
or unenforceable, such provision or portion thereof shall be deemed stricken and
severed and the remaining provisions thereof shall continue in full force and
effect.

         8. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, legal and personal
representatives, successors and assigns.

         9. The validity, meaning and effect of this Agreement shall be
determined as provided by the law of the State of Florida applicable to
agreements made and to be performed in the State of Florida.

         The parties hereto have executed this Agreement on or as of the date
first above written.

BANK:                                       BORROWER:

FIRST COMMUNITY BANK OF AMERICA             GO2 PHARMACY, INC.

By: /s/ Vicki Spears SVP                    By: /s/ Jugal K. Taneja
    ------------------------------              ------------------------------
      VICKI SPEARS                                  Jugal K. Taneja
                                                ------------------------------
      As its Senior Vice President               As its Chairman
                                                        ----------------------

                                            ATTEST: /s/ Carol Dore-Falcone
                                                    --------------------------
                                                    CAROL DORE-FALCONE
                                                    As its Vice President/
                                                    Chief Financial Officer

      (CORPORATE SEAL)                           (CORPORATE SEAL)

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