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                                                                    EXHIBIT 10.1

                      SERIES B CONVERTIBLE PROMISSORY NOTE
                                  (THE "NOTE")

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME
OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.

$400,000                                                       October 15, 2000

FOR VALUE RECEIVED, MEDICAREFACTS, LLC, a Delaware limited liability company
(the "Company"), promises to pay to the order of SCHERER HEALTHCARE, INC. (the
"Holder"), the sum of Four Hundred Thousand and No/100 Dollars ($400,000.00) in
legal and lawful money of the United States of America, together with interest
from the date hereof on the principal amount from time to time remaining unpaid
as provided below. Payment for all amounts due hereunder shall be made at the
principal office of Holder, or such other address as the Holder may hereafter
direct in writing. The following is a statement of the rights of the Holder of
this Note and the conditions to which this Note is subject, and to which the
Holder hereof, by the acceptance of this Note agrees:

         1. INTEREST/DEBT SERVICE. This Note shall bear interest at the rate of
ten percent (10%) per annum on the unpaid principal balance of this Note from
the date of this Note until October 31, 2002 (the "Maturity Date"). Except as
otherwise provided herein, the principal amount of this Note and the accrued and
unpaid interest on this Note shall be due and payable in one lump sum on the
Maturity Date. All past due principal and interest shall bear interest until
paid at twelve percent (12%) per annum. Payments hereunder shall be applied
first to accrued and unpaid interest and then to the unpaid principal balance of
this Note.

         2. EVENTS OF DEFAULT. If any of the events specified in this Section 2
shall occur (herein individually referred to as an "Event of Default"), the
Holder of this Note may, at the Holder's option, in addition to any other rights
the Holder may have in equity or at law and in addition to the Holder's rights
of conversion under Section 4 of this Note as to all or any part of the
principal and interest then due and owing, declare this Note mature, and all
sums owing hereon and under any instrument or agreement executed in connection
with this Note shall be due and payable immediately without presentment,
protest, demand, notice of intention to accelerate, notice of acceleration,
notice of non-payment, notice of protest, or other notice of any kind, all of
which are hereby expressly waived by the Company:
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                  (a) Default in the payment of the principal and unpaid accrued
         interest of this Note when due and payable pursuant to paragraph 1; or

                  (b) The institution by the Company of proceedings to be
         adjudicated as bankrupt or insolvent, or the consent by it to
         institution of bankruptcy or insolvency proceedings against it or the
         filing by it of a petition or answer or consent seeking reorganization
         or release under any statute, law or regulation, or the consent by it
         to the filing of any such petition or the appointment of a receiver,
         liquidator, assignee, trustee or other similar official of the Company,
         or of any substantial part of its property, or the making by it of an
         assignment for the benefit of creditors, or the taking of corporate
         action by the Company in furtherance of any such action; or

                  (c) If, within thirty (30) days after the commencement of an
         action against the Company (and service of process in connection
         therewith on the Company) seeking any bankruptcy, insolvency,
         reorganization, liquidation, dissolution or similar relief under any
         present or future statute, law or regulation, such action shall not
         have been resolved in favor of the Company or all orders or proceedings
         thereunder affecting the operations or the business of the Company
         stayed, or if the stay of any such order or proceeding shall thereafter
         be set aside, or if, within sixty (60) days after the appointment
         without the consent or acquiescence of the Company of any trustee,
         receiver or liquidator of the Company or of all or any substantial part
         of the properties of the Company, such appointment shall not have been
         vacated; or

                  (d) Any consolidation or merger or like transaction of the
         Company with or into any other corporation or other entity or person,
         or any other corporate reorganization in which the Company shall not be
         the continuing or surviving entity in such consolidation, merger or
         reorganization, any transaction or series of related transactions by or
         affecting the Company in which the right to control securities
         possessing in excess of fifty percent (50%) of the voting power of all
         Company securities is transferred (calculated on a fully diluted basis
         giving effect to conversion or exercise of all instruments or
         securities entitling the holder to convert into or to receive common
         stock or its equivalent (including this Note)), a dissolution of the
         Company, or a sale of all or substantially all of the assets of the
         Company.

         3. WAIVERS. Unless otherwise specifically set forth in this Note, the
Company and each surety, endorser, guarantor and other person liable upon this
Note waives (i) all notices, demands and presentments for payments, (ii) all
notices of non-payment, default, intention to accelerate maturity, acceleration
of maturity, protest and dishonor, and (iii) diligence in taking any action to
collect amounts hereunder and in the handling of any collateral securing this
Note.


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         4.       CONVERSION.

                  4.1 CONVERSION. Subject to the procedures provided in Section
         4.2 below, the Holder of this Note has the right, at the Holder's
         option, at any one time from and after the date hereof and prior to the
         later of the Maturity Date and the tenth (10th) day following the date
         on which the Company tenders payment in full of the principal balance
         and all accrued and unpaid interest of this Note, to convert this Note,
         on demand, in accordance with the provisions of SECTION 4.2 hereof, in
         whole but not in part, into that number of membership interests of the
         Company ("Membership Interest") equal to the product of (A) the
         original principal amount of this Note; multiplied by (B) 1.875. As
         used herein, the "Conversion Price" shall mean the principal amount of
         this Note per Membership Interest into which this Note is convertible
         (presently, $.53333). The Conversion Price and the corresponding number
         of Membership Interests (or other securities or property) to be issued
         upon the conversion of this Note shall be subject to adjustment from
         time to time upon the occurrence of certain events, as provided in this
         Note.

                  4.2      CONVERSION PROCEDURE.

                           (a) NOTICE OF CONVERSION. To convert this Note, the
         holder of this Note shall give written notice ("Conversion Notice") to
         the Company, of its election to convert this Note to Membership
         Interests pursuant to SECTION 4.1. The conversion, and all of the
         rights of the holder hereof in and with respect to the Membership
         Interests, shall be effective immediately upon delivery of the
         Conversion Notice and surrender of this Note to the Company. The
         Company shall, immediately following such conversion, deliver to such
         person as the holder of this Note shall designate in the Conversion
         Notice a certificate or certificates for the number of Membership
         Interests to which the holder of this Note shall be entitled. If any of
         the principal balance of this Note shall have been repaid, then upon
         conversion hereof, the holder must tender that portion of the principal
         balance hereof which has been paid.

                           (b) MECHANICS AND EFFECT OF CONVERSION. Upon a
         conversion of this Note, the Company shall be forever released from all
         of its obligation and liabilities under this Note, except the Company
         shall be obligated to pay the holder, within ten (10) days after the
         date of such conversion, any interest accrued and unpaid to and
         including the date of such conversion, and no more.

                  4.3 ADJUSTMENT OF CONVERSION PRICE FOR DILUTIVE EVENTS. If and
         whenever on or after the date of this Note, the Company issues, sells
         or grants a membership interest in, or in accordance with Section 4.4
         below is deemed to have issued, sold or granted a membership interest
         in, the Company for consideration per membership interest less than the
         Conversion Price (the "Dilutive Price") in effect immediately prior to
         the time of such issuance or sale (a "Dilutive Event"), then forthwith
         upon the occurrence of any such Dilutive Event the Conversion Price
         shall be reduced so that the Conversion Price in effect immediately
         following the Dilutive Event will equal the Dilutive Price.

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                  4.4 ISSUANCE AND SALE OF MEMBERSHIP INTERESTS. For purposes of
         determining the adjusted Conversion Price pursuant to Section 4.3
         above, the following events shall be deemed to be an issuance and sale
         of membership interests by the Company:

                           (a) ISSUANCE OF RIGHTS OR OPTIONS. If (i) the
         Company, in any manner, hereafter grants any rights or options to
         subscribe for, or to purchase, membership interests, or any securities
         convertible into or exchangeable for any membership interest in the
         Company (such rights or options referred to herein as "Options" and
         such convertible or exchangeable securities referred to herein as
         "Convertible Securities") and (ii) the price per unit of the membership
         interests issuable upon the exercise of such Options or upon conversion
         or exchange of such Convertible Securities is less than the Conversion
         Price in effect immediately prior to the time of the granting of such
         Options, then the membership interests issuable upon the exercise of
         such Options or upon conversion or exchange of such Convertible
         Securities will be deemed to have been issued and sold by the Company
         for such lesser price per unit. For the purposes of this Section 4.4(a)
         the "Price Per Unit" is determined by dividing (i) the total amount, if
         any, received by the Company as consideration for the granting of such
         Options, plus the minimum aggregate amount of additional consideration
         payable to the Company upon exercise of all such Options, plus in the
         case of such Options which relate to Convertible Securities, the
         minimum aggregate amount of additional consideration, if any, payable
         to the Company upon the issuance or sale of such Convertible Securities
         and the conversion or exchange thereof, by (ii) the total maximum
         number of membership interests issuable upon the exercise of such
         Options or upon the conversion or exchange of all such Convertible
         Securities issuable upon the exercise of such Options. No further
         adjustment of the Conversion Price will be made when Convertible
         Securities are actually issued upon the exercise of such Options or
         when membership interests are actually issued upon the exercise of such
         Options or the conversion or exchange of such Convertible Securities.

                           (b) CALCULATION OF CONSIDERATION RECEIVED. If any
         membership interests in the Company, Options or Convertible Securities
         are issued or sold or deemed to have been issued or sold for cash, the
         consideration received therefor or the Price Per Unit, as the case may
         be, will be deemed to be the net amount received or to be received,
         respectively, by the Company therefor. In case any membership interests
         in the Company, Options or Convertible Securities are issued or sold
         for a consideration other than cash, the amount of the consideration
         other than cash received by the Company or the non-cash portion of the
         Price Per Unit, as the case may be, will be the fair market value of
         such consideration received or to be received, respectively, by the
         Company. If any membership interests in the Company, Options or
         Convertible Securities are issued in connection with any merger in
         which the Company is the surviving Company, the amount of consideration
         therefor will be deemed to be the fair value of such portion of the net
         assets and business of the non-surviving Company as is attributable to
         such membership interests, Options or Convertible Securities, as the
         case may be. The fair value of any consideration other than cash and
         marketable securities will be determined jointly by the Company and

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         the Holder. If such parties are unable to reach agreement within a
         reasonable period of time, the fair value of such consideration will be
         determined by an independent appraiser jointly selected by the Company
         and the Holder.

                           (c) INTEGRATED TRANSACTIONS. In case any Option is
         issued in connection with the issuance or sale of other securities of
         the Company, together comprising one integrated transaction in which no
         specific consideration is allocated to such Option by the parties
         thereto, the Option will be deemed to have been issued for a
         consideration of $.0l.

                           (d) RECORD DATE. If the Company takes a record of the
         holders of Units for the purpose of entitling them: (i) to receive a
         dividend or other distribution payable in membership interests in the
         Company, Options or Convertible Securities; or (ii) to subscribe for or
         purchase membership interests in the Company, Options or Convertible
         Securities, then such record date will be deemed to be the date of the
         issuance or sale of the membership interests deemed to have been issued
         or sold upon the declaration of such dividend or upon the making of
         such other distribution or the date of the granting of such right of
         subscription or purchase, as the case may be.

                  4.5 SUBDIVISION OR COMBINATION OF UNITS. If the Company at any
         time subdivides one or more classes of its outstanding membership
         interests into a greater number of membership interests (or units
         thereof), or decreases the percentage interest attributable to any
         membership interest, the Conversion Price in effect immediately prior
         to such subdivision will be proportionately reduced. If the Company at
         any time combines one or more classes of its outstanding membership
         interests into a smaller number of membership interests (or units
         thereof) or increases the percentage interest attributable to the
         membership interests, the Conversion Price in effect immediately prior
         to such combination will be proportionately increased.

                  4.6 ORGANIC CHANGE. Prior to the consummation of any Organic
         Change (as defined below), the Company will make appropriate provisions
         (in form and substance satisfactory to Holder) to insure that the
         holder of this Note will thereafter have the right to acquire and
         receive, in lieu of or in addition to the membership interests in the
         Company immediately theretofore acquirable and receivable upon the
         conversion of this Note, such shares of stock, membership interests,
         partnership interests, securities or assets as such holder would have
         received in connection with such Organic Change if the holder had
         converted this Note immediately prior to such Organic Change. In any
         such case, the Company will make appropriate provisions (in form and
         substance satisfactory to Holder) to insure that the provisions of this
         Section 4.6 will thereafter be applicable to this Note (including, an
         immediate adjustment of the Conversion Price to the value for the
         membership interests in the Company reflected by the terms of such
         Organic Change and a corresponding immediate adjustment in the number
         of membership interests acquirable and receivable upon conversion of
         this Note, if the value so reflected is less than the Conversion Price
         in effect immediately prior to such Organic Change). The Company will
         not effect any such Organic Change, unless prior to the consummation
         thereof, the successor

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         Company resulting from such Organic Change assumes by written
         instrument (in form reasonably satisfactory to Holder), the obligation
         to deliver to each such holder such shares of stock, securities or
         assets as, in accordance with the foregoing provisions, such holder may
         be entitled to acquire. All other terms of this Note shall remain in
         full force and effect following such an Organic Change. The provisions
         of this Section 4.6 shall similarly apply to successive Organic
         Changes.

                  As used herein, the term "Organic Change" shall mean any
         merger, consolidation, combination, recapitalization, reorganization,
         or other change in, or with respect to, the membership interests in the
         Company, including, without limitation, any amendment to the operating
         agreement of the Company which effects any such change.

         5. PREPAYMENT. Upon thirty (30) days' prior written notice to the
Holder, the Company may at any time prepay in whole or in part the outstanding
principal balance, plus accrued and unpaid interest to date of payment, of this
Note. All prepayments, at the Holder's option, may be applied first to accrued
and unpaid interest and then to the outstanding principal balance of this Note.
Notwithstanding any prepayment the Holder shall continue to have the right to
convert this Note as provided in SECTION 4.1 until the Maturity Date.

         6. ASSIGNMENT. This Note shall be binding upon the Company and its
successors, assigns, heirs and representatives, and shall inure to the benefit
of the Holder and its successors and assigns.

         7. WAIVER AND AMENDMENT. Any provision of this Note may be amended,
waived or modified upon the written consent of the maker and the Holder of this
Note. The Company hereby waives any and all defenses it may have to the
enforcement by the Holder of this Note.

         8. TRANSFER OF THIS NOTE OR SECURITIES ISSUABLE ON CONVERSION HEREOF.
This Note may be sold, transferred, assigned or otherwise disposed of by the
Holder; PROVIDED, HOWEVER, the Holder shall comply with the terms of SECTION
14.2 of the Operating Agreement as if he were a "Transferring Member" as defined
thereunder.

         Each Note transferred and each certificate representing the securities
thus transferred shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with the Securities Act of 1933,
as amended (the "Act"), unless in the opinion of counsel for the Company such
legend is not required in order to ensure compliance with the Act.

         9. NO MEMBER RIGHTS. Except upon conversion in accordance with
paragraph 4.2 above, nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent
or to receive notice as a member in respect of meetings of members for the
election of managers of the Company or any other matters or any rights
whatsoever as a member of the Company, and no dividends shall be payable or
accrued in respect of this Note or the interest represented hereby; provided,
however, that so

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long as this Note is outstanding, the Company shall not, without the prior
written consent of the Holder, which consent shall not be unreasonably withheld:
(i) amend or modify any provision of the Company's Operating Agreement dated as
of October 19, 1999 (the "Operating Agreement"); or (ii) form, transfer any
assets to, or conduct any business through, any subsidiary of the Company; and
provided, further, that, so long as this Note is outstanding, the Company shall
promptly deliver to the Holder (y) copies of all notices (whether delivered by
the Company or any Member or other party under the Operating Agreement) to which
the Holder would be entitled pursuant to the terms of the Operating Agreement if
the Holder had converted this Note in full into Membership Interests in the
Company prior to delivery of such notice, and (z) copies of financial statements
and other reports with respect to the Company's business, as required to be
delivered to the Members of the Company pursuant to SECTION 4.2 of the Operating
Agreement.

         10. FAILURE OR INDULGENCY NOT WAIVER. No failure or delay on the part
of the Holder hereof in the exercise of any power, right, or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right of privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

         11. ATTORNEYS' FEES. If (i) this Note is not paid at maturity,
howsoever such maturity may be brought about, and the same is placed in the
hands of an attorney for collection, and/or if this Note is collected by suit or
through bankruptcy, probate, or other legal proceedings, and/or (ii) the Company
in any other way breaches any obligation(s) hereunder, the Company agrees, to
pay all reasonable attorneys' fees and other costs incurred by the Holder in
connection therewith.

         12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, excluding that body of law
relating to conflict of laws.

         13. USURY LAWS. This Note shall at all times be in strict compliance
with applicable usury laws. If at any time any interest contracted for, charged
or received under this Note or otherwise in connection with this Note would be
usurious under applicable law, then regardless of the provisions of this Note or
any action or event (including, without limitation, prepayment of principal
hereunder or acceleration of maturity) which may occur with respect to this
Note, it is agreed that all sums that would otherwise be usurious shall be
immediately credited as a payment of principal hereunder, or if this Note has
already been paid, immediately refunded to the Company. All compensation which
constitutes interest under applicable law in connection with this Note shall be
amortized, prorated, allocated and spread over the full period of time any
indebtedness is owing under this Note, to the greatest extent permissible
without exceeding the maximum rate of interest allowed by applicable law from
time to time during such period.


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         14. HEADINGS; REFERENCES. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.
Except where otherwise indicated, all references herein to Sections refer to
Sections hereof.

                                       MEDICAREFACTS, LLC,
                                       a Delaware limited liability company


                                       By: /s/ Charles B. Root
                                          --------------------------------------
                                          Charles B. Root

                                    Title: President
                                          --------------------------------------


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