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NEW YORK, NEW YORK
APRIL 30, 2003                                                      $230,000.00
                             SECURED PROMISSORY NOTE

         FOR VALUE  RECEIVED,  the  undersigned  HUMANA TRANS  SERVICES  HOLDING
CORP., a Delaware  corporation,  having an address at 337 Glengarry Lane,  State
College, Pennsylvania 16801 ("Maker") and JAMES W. ZIMBLER, an individual having
an address at 337 Glengarry Lane, State College,  Pennsylvania 16801 ("Co-Maker"
and  collectively  with the Maker,  the "Makers"),  promise to pay,  jointly and
severally,  to NATIONAL  MANAGEMENT  CONSULTING  INC.,  a Delaware  corporation,
having an address at 545 Madison Avenue,  6th floor, New York, New York 10022 or
its designated assignee  ("Payee"),  the principal sum of Two Hundred and Thirty
Thousand ($230,000) with interest at the Interest Rate (as hereinafter  defined)
on the unpaid  principal  amount from the date hereof  until the said  principal
amount  has been paid in full,  whether  at the  Maturity  Date (as  hereinafter
defined)  or  otherwise,  all as more  fully set  forth  herein.  Principal  and
interest of the Note shall be paid according to the following schedule,  subject
to mandatory  prepayment in the event any Humana  Capital Raise (as  hereinafter
defined):

     1. the sum of $5,000 due no later  than May 9, 2003;  the sum of $5,000 due
no later than May 16, 2003 and the sum of $5,000 due no later than May 23, 2003;

     2. the sum of $1,000 per week for the first ninety day period commencing on
May 12, 2003 through and including August 9, 2003;

     3. The sum of $1,500 per week for the second  ninety day period  commencing
on August 10, 2003 through and including November 7, 2003; and

     4. The sum of $2,000 per week  commencing  on November 8, 2003  through and
including the Maturity Date at which date the outstanding principal and interest
in the amount of $58,311.08 shall be due and payable in full.  Annexed hereto as
Exhibit A is a schedule  setting forth the weekly  payments  during the two year
term of this Note.

         All of the weekly  payments set forth in  subsections 1 through 3 above
shall be due and payable on Monday of the appropriate  week unless such day is a
holiday in which case  payment  shall be due and  payable on the next  following
business day.

         Notwithstanding the payment schedule set forth in subsections 1 through
3 above, in the event that Humana Trans Services Group,  Ltd.  ("Humana") or any
subsidiary  or affiliate of Humana,  or either the Maker or the Co-Maker or both
of the Makers  receive any cash proceeds from any capital raise by Humana or any
subsidiary  or affiliate of Humana  through a private  placement of  securities,
public offering of securities,  merger into or with a public or private company,
loan or debt placement or issuance of securities to any employees or consultants
of Humana or any  subsidiary  or  affiliate  of Humana or other  similar type of
transaction  (each  a  "Humana  Capital  Raise"),  there  shall  be a  mandatory
prepayment  of principal and interest on the Note to Payee in an amount equal to
fifty (50%) percent of the gross proceeds  derived from the Humana Capital Raise
as of the  date of any  closing  of such  Humana  Capital  Raise  (a  "Mandatory
Prepayment").  In the event that any Mandatory Prepayment does not result in all
of the principal  and interest on the Note being paid,  the balance shall remain
due and  owing  according  to the  schedule  set  forth in  Exhibit  A until the
remaining principal balance plus interest on the Note is paid to Payee in full.


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         This Note is given by Makers to Payee  pursuant  to the Stock  Purchase
Agreement  between the parties hereto of even date herewith (the "Stock Purchase
Agreement"),  to which reference is hereby made for a more complete statement of
the terms and conditions under which the Note evidenced hereby is made and is to
be repaid. This Note represents the balance of the purchase price owed by Makers
to Payee in  connection  with  Maker's  purchase of the common  stock of Payee's
wholly-owned subsidiary Humana.  Capitalized terms not defined herein shall have
the meaning set forth in the Stock Purchase Agreement. This Note is secured by a
stock pledge and security  interest in certain shares of common stock in several
companies  owned by either the Maker or the Co-Maker  granted by Makers to Payee
pursuant  to a  pledge  agreement  dated  as of  April  30,  2003 as more  fully
described in the Stock Purchase Agreement.

         The  "Interest  Rate"  shall be ten (10%)  percent  per annum until the
principal  amount of this  Note,  together  with all  unpaid  accrued  interest,
thereon, shall have been paid in full; provided, however, that in no event shall
the Interest Rate exceed the maximum rate or amount permitted by applicable law.
Accrued interest shall be computed on the basis of a 365 day year for the actual
number of days  elapsed  during the period for which  computed.  Each payment of
principal and interest shall first be applied to accrued  interest due hereunder
and the balance, if any, to the principal hereof.

         The "Maturity  Date" shall be the date that is the EARLIER of April 30,
2005 or the date that the  entire  principal  amount and  interest  on this Note
shall become due and payable by reason of a Mandatory  Prepayment,  acceleration
due to the  occurrence  of an Event  of  Default  (as  hereinafter  defined)  or
otherwise.

         Each of the following specified events hereby constitutes and is herein
referred to individually as an "Event of Default":

         (a) Makers'  failure to make or cause to be made any  payments to Payee
under this Note or under any other note or  agreement  now existing or hereafter
to be entered into between the undersigned and Payee when the same are due; or

         (b)  Default in the due and timely  observance  or  performance  of the
covenants,  conditions or  agreements  of either Maker or Co-Maker  contained in
this Note, the Stock Purchase Agreement or the Ancillary Agreements; or

     (c) If any  representation  or warranty made by Maker in the Stock Purchase
Agreement or made by either Maker and Co-Maker in the Ancillary Agreements or in
connection  with this  transaction  or in any  document in  connection  with the
instruments,  documents  and  assignments  to be  executed  by Maker or Co-Maker
hereunder or pursuant hereto shall be untrue in any material respect on the date
made; or

         (d) If any  warrant  of  attachment,  execution  of other writ shall be
issued or  levied  upon the  proceeds  or  amounts  payable  hereunder  and such
attachment, execution or other writ shall remain undischarged and unstayed for a
period in excess of sixty (60) days; or

         (e) If either Maker or Co-Maker should become  insolvent;  or should be
unable to pay its or his debts as they mature;  or should make an assignment for


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the benefit of creditors or to an agent  authorized to liquidate any substantial
amount of its or his properties or assets;  or should file a voluntary  petition
in bankruptcy or seeking reorganization or to effect a plan or other arrangement
with creditors; or should file an answer admitting the jurisdiction of any court
and the material  allegations of an  involuntary  petition filed pursuant to any
legislation or governmental  regulation  relating to bankruptcy or organization;
or should join in any petition for an  adjudication or for a  reorganization  or
other  arrangement;  or should become or be  adjudicated  a bankrupt;  or should
apply for a  consent  to the  appointment  of or  consent  that an order be made
appointing  any  receiver or trustee for itself or himself for any of its or his
properties, assets or business; or if an order should be entered pursuant to any
legislation or governmental rule relating to bankruptcy or reorganization; or if
a  receiver  or a  trustee  should  be  appointed  otherwise  than  upon its own
application or consent for all or a substantial  part of its or his  properties,
assets  or  business  and any such  receiver  or  trustee  so  appointed  is not
discharged within sixty (60) days after the date of such appointment; or

         (f) If final judgment or judgments for the payment of money aggregating
in excess of Twenty Five Thousand Dollars  ($25,000.00) not covered by insurance
shall be entered or affirmed by a court  against Maker or Co-Maker from which no
further  appeal may be taken,  and Maker or Co-Maker,  as the case may be, shall
not discharge  the same or provide for its  discharge in accordance  with its or
their terms or procure a stay of execution  thereof within thirty (30) days from
the date of entry thereof.

         Upon the  occurrence  of an "Event of Default" as defined  herein or in
the  Agreement,  the entire  principal sum and accrued  interest  under the Note
shall, without notice, by Payee to the Makers,  thereupon become due and payable
at the option of the Payee. Failure to exercise this option shall not constitute
a waiver  of the  right to  exercise  the  same in the  event of any  subsequent
default. Makers hereby waive presentment for payment, demand, protest, notice of
protest,  notice of dishonor and all other notices in connection with this Note.
The  obligations  of the Maker and the  Co-Maker  under  this Note are joint and
several  until the  principal  and interest owed under this Note shall have been
fully paid. The Payee may pursue an action or actions  against either or both of
the Makers for payment of the Note and both Makers shall  remain  liable for the
entire  amount of principal and interest owed under the Note whether or not both
of them are joined in any action or  actions  by Payee to  recover  moneys  owed
under the Note.  Any release or  compromise of any liability of either the Maker
or Co-Maker  by the Payee under this Note shall not affect,  diminish or release
the liability of the Maker or the Co-Maker, as the case may be, under this Note.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America by wire to the bank account
of Payee or in same day funds at the office of Payee set forth above, or at such
place as shall be  designated  by Payee in writing.  Makers  agree to secure the
agreement of the financial institution that is factoring the account receivables
for Humana to provide for the factor to make the required  payments of principal
and  interest  under this Note on behalf of Makers which shall be in the form of
wire  transfer to Payee's bank  account  JPMorgan  Chase Bank,  ABA # 021000021;
Account #  228004135165  or such other bank account as Payee shall notify Makers
by written  notice.  Until  notified  in writing of the  transfer  of this Note,
Makers shall be entitled to deem Payee or such person who has been so identified
by the transferor in writing to Makers as the holders of this Note as the owners
and holders of this Note. Payee shall be entitled to assign this Note and all of
its rights, privileges,  interests, and remedies hereunder to any other persons,
firm,  entity,  bank, or corporation  whatsoever without notice to or consent by
the Makers, and such assignee shall be entitled to the benefits of this Note and


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to exercise all such rights,  interests,  and remedies as fully as Payee. Makers
may not assign this Note without the express  written consent of the Payee which
may be withheld in its sole discretion.

         Makers may,  upon at least three (3) days notice to Payee,  prepay this
Note in whole  or in  part,  without  penalty  or  premium.  Any  prepayment  of
principal of this Note shall  include  interest to the date of prepayment on the
principal amount being prepaid.

         Makers agree that all disputes arising, directly or indirectly,  out of
or relating to this Note and all actions to enforce  this Note may be dealt with
and adjudicated  exclusively in the state courts of New York sitting in New York
County or the federal courts  sitting in the Southern  District of New York, and
hereby expressly and irrevocably  submits the person to the jurisdiction of such
courts in any suit, action or proceeding arising, directly or indirectly, out of
or  relating  to this Note or in any action to enforce  this Note.  So far as is
permitted under the applicable law, this consent to personal  jurisdiction shall
be  self-operative  and no further  instrument or action,  other than service of
process in one of the manners specified herein or as otherwise permitted by law,
shall be necessary in order to confer jurisdiction upon the person of the Makers
in any such court.

         Makers  irrevocably  waive, by way of motion, as a defense or otherwise
(i) any objection which they may have or may hereafter have to the laying of the
venue of any such  suit,  action  or  proceeding  brought  in such a court as is
mentioned in the previous  paragraph;  (ii) any claim that any such suit, action
or proceeding brought in such a court has been brought in an inconvenient forum;
or (iii) any claim that they are not personally  subject to the  jurisdiction of
the  above-named  courts;  provided  that if service of process is effected upon
Makers  in one of the  manners  specified  in  this  paragraph  or as  otherwise
permitted by law, Makers agree that final judgment from which Makers have not or
may not appeal or further appeal in any such suit, action or proceeding  brought
in such court of competent  jurisdiction  shall be  conclusive  and binding upon
Makers and, may so far as is permitted  under the applicable law, be enforced in
the  courts of any  state or any  federal  court and in any other  courts to the
jurisdiction of which Makers are subject,  by a suit upon such judgment and that
Makers will not assert any  defense,  counterclaim,  or set off in any such suit
upon such  judgment.  Makers  promise to pay all costs and  expenses,  including
reasonable  attorney's fees,  incurred in the collection and enforcement of this
Note.

         This Note is being  delivered  and is intended to be  performed  in the
State of New York and is governed by the laws of the State of New York excluding
any laws relating to the conflict or choice of laws.

         If any term or provision of this Note or the application thereof to any
persons or circumstance  shall, to any extent, be invalid or unenforceable,  the
remainder of this Note or the  application  of such term or provision to persons
or circumstances  other than those as to which it is held or unenforceable shall
not be affected thereby, and each term and provision of this Note shall be valid
and enforceable to the fullest extent permitted by law.

         Makers represent that it has consulted legal counsel in connection
with this Note.  Makers


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waive all claims that they were not adequately  represented  in connection  with
the negotiation, drafting and execution of this Note.

         IN WITNESS  WHEREOF,  Maker and  Co-Maker  have  caused this Note to be
executed and delivered as of the day and year first above written.

                       JAMES W. ZIMBLER

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


                       HUMANA TRANS SERVICES HOLDING  CORP.

                       By:
                           -------------------------------------------------
                       James W. Zimbler, Chairman of the Board, President and
                       CEO

[CORPORATE SEAL]



                            CORPORATE ACKNOWLEDGEMENT

STATE OF                   )
                           )  ss:
COUNTY OF                  )

         On this ____ day of  _______________,  2003,  before me personally came
James W. Zimbler, to me known who being by me duly sworn did depose and say that
he is the Chairman of the Board, Chief Executive Officer and President of HUMANA
TRANS SERVICES  HOLDING CORP.,  the corporation  described in and which executed
the foregoing instrument;  that he knows the corporate seal of said corporation;
that the seal affixed to said  instrument is such corporate seal; that it was so
affixed  by order of the Board of  Directors  of said  corporation,  and that he
signed his name thereto by like order.





                                   -----------------------------
                                       Notary Public



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