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

    THIS  AGREEMENT  is made this 27th day of  January,  1997,  effective  as of
January 20, 1997, by and between ViroGroup, Inc., a Florida corporation,  having
its principal  office at 428 Pine Island Road,  S.W., Cape Coral,  Florida 33991
(hereinafter  called  "Company")  and Barnett  Bank,  N,A,,  a national  banking
association, successor by merger with Barnett Bank of Lee County, N,A,, with its
main offices at 2000 Main Street, Suite 200. Fort Myers.
Florida (the "Bank").

    In consideration of the mutual benefits accruing to each of the parties, the
receipt  and  sufficiency  of which  are  hereby  acknowledged,  and in  further
consideration  of the mutual  performance  of this Loan  Agreement,  the parties
hereto agree as follows:

                                   ARTICLE I
                         AMOUNT AND TERMS OF THE LOANS
                         -----------------------------


    Section 1.01. LINE OF CREDIT LOAN GENERALLY.  During the "Commitment Period"
(hereinafter  defined),  the Bank agrees, on the terms and conditions  hereafter
set forth,  to make loan advances  "Advances")  to the Company from time to time
after the date  hereof to finance  working  capital  needs of the  Company in an
aggregate amount not to exceed Three Million Dollars  ($3,000,000.00),  said sum
being the  "Commitment."  The aggregate of all Advances made by Bank  hereunder,
from time to time. is herein  referred to as the "Loan."  Within said limits and
prior to the  occurrence  of an Event of Default  (as  defined  in Section  5.01
hereof), the Company may borrow under this Agreement,  each such borrowing being
referred to herein as an "Advance".  Each Advance shall be in an amount equal to
the requested Advance  documented in accordance with the provisions for Advances
hereinafter set forth.  Upon fulfillment of the applicable  conditions set forth
in Article II and subject to the  provisions of this  Agreement,  Bank will make
such  funds  representing  Advances  available  to the  Company  by  deposit  to
Company's account maintained with Bank. The "Commitment Period" means the period
from the effective date of this Agreement to January,  19, 1998 ("Final  Advance
Date") or the date the Bank terminates its obligations to make further  Advances
hereunder  pursuant  to  Section  5.02  below.  The Loan made  pursuant  to this
Agreement will be secured as hereinafter provided.

    Section 1.02.  LINE OF CREDIT NOTE. The Loan shall be evidenced by a renewal
line-of-credit  promissory  note in the form of Exhibit A attached  hereto  (the
"Line of Credit  Note" or  "Note"),  dated as of the date  hereof and  effective
January 20, 1997, and maturing on January 20: 1998 (the "Final Maturity  Date"),
representing  the  obligation of the Company to pay the amount of the Commitment
or the aggregate  unpaid  principal  amount of all Advances,  whichever is less,
together with interest on the principal amount  outstanding from time to time as
provided in this Agreement.

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<PAGE>



      Section 1.03.  TYPES OF LOANS AND INTEREST  RATES.  The Loan shall bear an
interest rate of one quarter of one percent (.25%) under the Index.  The "index"
as referred to herein is the Barnett  Bank.  Inc.  prime rate as announced  from
time to time. Such prime rate is a reference rate for the information and use of
the Bank in establishing the actual rates to be charged its borrowers.

      All Advances shall be aggregated and considered as a single Loan evidenced
by the Line of Credit Note. and interest shall be calculated on the from time to
time outstanding principal amount.

      Section 1.04. FURTHER LOAN TERMS.

      (a)   Loan Advances: Lockbox. Advances on the Loan will each be made based
on a request for an Advance  made by a duly  authorized  officer of Company (the
"Authorized  Person") in writing on forms acceptable to the Bank or in any other
manner  acceptable to the Bank.  If a request is made by telephone,  the Company
shall promptly confirm such request in writing.

            Notwithstanding   the  foregoing   unless  the  Bank,  in  its  sole
discretion otherwise agrees, Company and Bank agree as follows:

            (1)   Company shall cause to be deposited  into a "lockbox"  account
established with the Bank all of the Company's accounts receivable.

            (2)   On a  daily  basis,  Bank  will  compare  (i)  the  sum of the
Company's  beginning  cash deposit  balance  with Bank and that day's  "lockbox"
deposits with (ii) that day's  controlled  disbursement  activity to arrive at a
daily ending balance.

            (3)   If the daily ending balance represents an excess of funds, the
excess will be applied to reduce the principal balance of the Note. If the daily
ending balance is deficient,  an Advance in the amount of the  deficiency  shall
automatically  be processed  and made by Bank and credited to Company's  account
with the Bank to bring the next day's beginning cash balance up to zero.


            (4)   Bank  shall on each  interest  pavement  date  under  the Note
automatically  debit Borrower's  account for the interest due on that date under
the Note.  If on that date the cash balance is  deficient:  then prior to Bank's
debiting  Company's  account an Advance  in the amount of the  deficiency  shall
automatically be processed and made by Bank and credited to that account.

      (b)   PAYMENT TERMS.

            (1)   Commencing  on February 20, 1997,  and on the same day of each
calendar month thereafter (through December 20, 1997),  Company shall pay Bank a
monthly  payment  on the  Loan  equal to  accrued  interest  on the  outstanding
principal  balance of the Loan then advanced. Inerest shall be calculated on the

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<PAGE>


outstanding  (and unpaid)  principal  balance of the Loan on a daily basis at an
interest rate equal to one quarter of one percent (.25%) under the Index:

            (2)   On January  20,  1998,  being the Final  Maturity  Date of the
Loan, the Company shall pay all principal and interest (with interest calculated
on the unpaid  principal  balance of the Loan at one  quarter of one  percentage
point under the Index) outstanding on the Loan and any other unpaid amounts owed
under the Loan in full.

            (3)   The interest  rate will be adjusted to reflect a change in the
Index on the same day as the Index  changes.  The interest rate to be applied to
the unpaid  balance  of this Note will be at a per annum rate of one  quarter of
one percent (.25%) under the Index. Bank will tell the Company the current Index
upon the Company's  request.  NOTICE:  Under no circumstances will the effective
rate of  interest  on this  Loan  be more  than  the  maximum  rate  allowed  by
applicable law.

      (c)   This Loan is  revolving  line of credit  loan.  Advances  under this
Loan, as well as directions for payment for Company's accounts, may be requested
orally or in writing by Company or by an Authorized  Person.  Bank may, but need
not,  require that all oral requests be confirmed in writing.  Company agrees to
be liable for all sums either:  (a) advanced in accordance with the instructions
of an Authorized Person; or (b) credited to any of Company's accounts with Bank.
The unpaid  principal  balance  owing on the Note at any time may be evidence by
endorsements  on the Note or by  Bank's  internal  records,  including  computer
print-outs  and other  records.  Bank will have no  obligation  to advance funds
under this  Agreement if: (a) Company is in default under the terms of this Loan
or any agreement  that Company has with Bank,  including  any agreement  made in
connection with the signing of this Agreement; (b) Company ceases doing business
or is  insolvent;  (c)  Company  has  applied  funds  provided  pursuant to this
Agreement for purposes other than those  authorized by Bank; or (d) Bank in good
faith deems itself insecure under this Agreement or any other agreement  between
Bank and Company.

      Section  1.05.   EFFECTS  OF  EVENT  OF  DEFAULT  OR  POTENTIAL   DEFAULT.
Notwithstanding  the  foregoing  and in  addition to the  remedies  set forth in
Section 5.02 below,  upon an Event of Default (as defined in Section 5.01 below)
and so long as such Event of Default  shall  continue or, if the Bank shall have
accelerated  the maturity  date of the Loan pursuant to Section 5.02 below until
the Loan is repaid in full, the principal  amount of the Loan then  outstanding,
together with all interest then accrued,  shall  thereafter bear interest at the
"Default Rate," with interest  payable upon demand.  The "Default Rate" shall be
the per annum rate equal to the "Default  Interest Rate" as such term is defined
in the Note.  During the  continuance of an Event of Default,  the Company shall
have no right to obtain any Advances under this Agreement.

      A  "Potential  Default"  is an event  which but for the giving of a notice
called for in Section 5.01 below or the passage of a time period  referred to in
Section  5.01  below,  or both,  would  constitute  an Event  of  Default.  If a
Potential  Default  then exists and has not been waived by the Bank and does not
itself constitute or is not declared an Event of Default, the Company shall have

                                      3



<PAGE>


no right to borrow any additional money beyond the principal amount of Loan then
outstanding;  this provision shall not limit the Bank's rights  hereunder if the
Potential Default thereafter becomes or is declared an Event of Default.

      Section  1.06.   MISCELLANEOUS  PROVISIONS  REGARDING  LOAN  PAYMENTS  AND
INTEREST.  All  payments on the Loan shall be made to Bank at 2000 Main  Street,
Fort Myers, Florida 33901, unless Bank notifies Company of a different place for
payments  to be made.  The Loan  shall be due and  payable  in full on the Final
Maturity Date or such earlier date as the Loan has been declared due and payable
pursuant to Section 5.02 below. All interest rates respecting any Loan hereunder
are  stated  on a per  annum  basis  with a year of 360 days,  and  interest  is
calculated on the actual number of days elapsed.  All  outstanding  principal of
the Loan  outstanding  after the Final Maturity Date or such earlier date as the
Loan has been  declared  due  pursuant  to Section  5.02 shall  thereafter  bear
interest at the Default Rate on all unpaid amounts until the Loan is fully paid.

      Section 1.07. PREPAYMENTS.  The Loan may be prepaid in whole or in part at
any time.

      Section 1.08.  CREDIT  FACILITY  FEE. On the date that this  Agreement has
been  executed by both parties,  the Company  agrees to pay to the Bank a credit
facility fee in the amount of Five Hundred Dollars ($500.00).

      Section 1.09.  TRANSFER OF LOAN  PROCEEDS.  Bank agrees to cooperate  with
Company to wire or otherwise  transfer funds from the account  maintained by the
Company  with Bank  pursuant  to Section  1.01 to such other  accounts  at other
banks, offices or otherwise as the Company may reasonably direct consistent with
the provisions of this Loan  Agreement,  but the Company agrees to reimburse the
Bank for all such  wire and  other  transfer  costs  incurred  by Bank,  and the
Company shall bear all risks of delays or nondelivery or misdelivery of any such
funds so wired or otherwise transferred.  Any Advance under this Agreement shall
be  deemed  made on the day that  the Loan  proceeds  are  transferred  into the
account maintained by the Company with Bank pursuant to Section 1.01.

                                   ARTICLE II
                              CONDITIONS OF LENDING
                              ---------------------


      Section 2.01.  CONDITIONS  PRECEDENT TO INITIAL ADVANCE. The obligation of
the Bank to make the initial Advance is subject to the condition  precedent that
the Bank shall receive the  following,  each dated the date hereof or such other
date as may be  specifically  permitted,  in form and substance  satisfactory to
Bank:

           (a)   NOTE. The Line of Credit Note. duly executed by the Company.








                                        4



<PAGE>



            (b)   LETTER OF  CREDIT.  An  irrevocable  standby  letter of credit
issued by Royal Bank of Canada  ("RBC") in the amount of Three  Million  Dollars
($3,000,000.00)  (the "Letter of Credit") in the form attached hereto as Exhibit
B.

            (c)   OTHER APPROVALS. Such other approvals,  resolutions,  opinions
or documents, as the Bank may reasonably request.

      Section 2.02.  CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the
Bank to make any Advance  hereunder,  including  without  limitation.  the first
Advance, shall be subject to the further condition precedent that (i) on the day
of such Advance no event has occurred  and is  continuing,  or would result from
such Advance,  which constitutes an Event of Default or Potential Default;  (ii)
the  representations  and warranties of the Company  contained in this Agreement
are  accurate and complete as of the  proposed  funding  date;  (iii) an Advance
request in proper form has been  submitted or made to Bank by the  Company;  and
(iv) the Letter of Credit  remains in full force and effect or has been replaced
with a new letter of credit in the same amount, in form satisfactory to the Bank
and  issued  by a  financial  institution  reasonably  satisfactory  to  Bank (a
"Replacement Letter of Credit").

      The making of a request by Company  for an Advance  hereunder,  whether in
writing. or by telephone confirmed in writing, or otherwise,  shall constitute a
certification by Company that all  representations  recited in this Section 2.02
and Article III are true as of and as if made the date of such  request and that
all required conditions to the making of such Advance have been met.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------


      Section 3.01.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company
represents and warrants to the Bank as follows:

            (a)   DUE  INCORPORATION  OF COMPANY.  The Company is a  corporation
duly  incorporated,  validly  existing,  and in good standing  under the laws of
Florida;  it is in good standing in all jurisdictions in which it is required to
be  qualified to do business as a foreign  corporation;  and it has obtained all
licenses and permits and has filed all registrations  necessary to the operation
of its business.

            (b)   AUTHORIZATION  BY COMPANY,  ETC. The  execution.  delivery and
performance  by the Company of this  Agreement,  the Line of Credit Note and the
other  documents to be delivered  hereunder are within the  Company's  corporate
powers,  have been duly authorized by all necessary corporate action. and (i) do
not contravene the Company's  Articles of incorporation or By-Laws or any law or
any;  contractual  restriction binding on or affecting the Company,  and (ii) do
not result in or constitute a default under any lien, security interest or other
charge or encumbrance upon or with respect to any of its properties.



                                        5



<PAGE>




            (c)   ENFORCEABILITY OF COMPANY'S OBLIGATIONS.  This Agreement,  the
Line of Credit  Note and all  other  documents  entered  into  pursuant  to this
Agreement  are  the  legal,  valid  and  binding   obligations  of  the  Company
enforceable  against  the Company in  accordance  with their  respective  terms,
except as the enforceability  thereof may be limited by bankruptcy,  insolvency,
or similar laws affecting the enforceability of creditors' rights generally.

            (d)   FINANCIAL STATEMENTS. The financial statements of the Company,
as  certified to Bank on the date hereof or  otherwise  in  connection  with the
Loan, fairly present the financial  condition of the Company,  all in accordance
with generally accepted accounting principles which have been applied on a basis
consistent  with  that  of the  preceding  period;  and as of the  date  of this
Agreement,  there  has  been  no  material  adverse  change  in  such  financial
condition.

            (e)   LITIGATION.  Based upon information currently available to the
Company, it is the opinion of management of the Company that there is no pending
or  threatened  action or  proceeding  affecting  the Company  before any court,
governmental  agency or arbitrator,  which, if determined adverse to the Company
would have a material adverse effect on the financial condition of the Company.

            (f)   TAX RETURNS  AND  PAYMENT.  The  Company has timely  filed all
required federal, foreign and Florida income tax returns and has filed all other
material tax returns which are required to be filed and the Company has paid all
taxes due pursuant to such returns or pursuant to any assessment received by the
Company,  except for the filing of such returns,  if any. in respect of which an
extension of time for filing is in effect and except for such taxes,  if any, as
are being  contested in good faith and as to which  adequate  reserves have been
provided.  The  charges,  accruals  and  reserves on the books of the Company in
respect of any taxes or other  governmental  charges  are, in the opinion of the
Company, adequate.

            (g)   STOCK.  The  capital  stock of the  Company  has been  validly
issued and is fully paid and non-assessable.

            (h)   OFFERING OF NOTE.  The Company has not taken any action  which
would subject the Note evidencing its indebtedness to the Bank to the provisions
of Section 5 of the Federal Securities Act of 1933.

            (i)   FOREIGN INVESTMENT.  The proceeds of the Loan will not be used
to make an unauthorized foreign investment.

            (j)   ENVIRONMENTAL WARRANTIES AND INDEMNITIES:

                  (i)   The  Company  has not  received  a  citation,  notice of
violation or formal  complaint  from any federal.  state or local  environmental
agency for noncompliance.




                                      6



<PAGE>




                  (ii)  The  Company  has  no   knowledge   of  any   threatened
environmental enforcement actions.

                  (iii) The Company has no knowledge of any soil or  groundwater
contamination  or the release or  discharge  of toxic or  hazardous  substances,
petroleum or petroleum  products,  chemicals or other  pollutants  on any of its
properties.

                  (iv)  The Company will covenant to comply with all present and
future  environmental  laws and take  remedial  action  upon  the  discovery  of
contamination.

           (k) Survival of  Representations.  All representations and warranties
made in this Section 3.01 shall  survive  delivery of the Note and the making of
the Loan herein contemplated.

                                  ARTICLE IV
                           COVENANTS OF THE COMPANY
                           ------------------------


    Section 4.01. AFFIRMATIVE COVENANTS. So long as the Note shall remain unpaid
or the Bank shall have any Commitment  hereunder,  the Company will,  unless the
Bank shall otherwise consent in writing.

           (a)   COMPLIANCE WITH LAWS. Comply in all material respects with all
applicable laws, rules, regulations and orders.

           (b)   REPORTING REQUIREMENTS. Furnish to the Bank:

                  (i)   As soon as  available  and in any  event  within 90 days
after the end of each fiscal year, one copy of its financial  statements audited
by an independent public accountant acceptable to Bank. The financial statements
so provided  shall  include,  but not be limited to, the balance  sheet,  income
statement and cash flow statement of Company. Such financial statements shall be
accompanied by a certification  from the chief financial  officer of the Company
stating that the financial  statements present fairly the financial condition of
the  Company  and  that no event  has  since  occurred  which  would  materially
adversely affect the financial condition of the Company from that represented on
the financial statements.

                  (ii)  Promptly after the sending or filing thereof.  copies of
all reports which the Company sends to any of its stock or security holders;

                  (iii) Promptly  after the  filing  thereof,  copies of all tax
returns of the Company;

                  (iv)  10 Q's are to be provided  quarterly and 8 K's are to be
provided as appropriate, and



                                        7



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                  (v)   Such  other  information  respecting  the  condition  or
operations,  financial or otherwise, of the Company as the Bank may from time to
time reasonably request.

            (c)   CONSULTATIONS  AND  INSPECTIONS.  Solely  for the  purpose  of
permitting  Bank to determine  compliance  by the Company  with this  Agreement,
permit  Bank (and any  person  appointed  by Bank to whom the  Company  does not
reasonably object) to discuss the affairs,  finances and accounts of the Company
with the  officers of the Company and the  independent  public  accountants  who
review or audit the Company's financial statements, all at such reasonable times
and as often as may  reasonably  be  requested.  The  Company  will also  permit
inspection of its  properties,  books and records by Bank during normal business
hours or at other reasonable times.

            (d)   NOTICE OF SUBSEQUENT EVENTS. Immediately upon the president or
a chief financial officer of the Company obtaining knowledge of (i) any material
adverse  change in the  condition or operation,  financial or otherwise,  of the
Company;  (ii) any Event of Default or Potential  Default under this  Agreement;
(iii) any  default  by the  Company  under or with  respect  to any  instrument,
contract or agreement to which the Company is a party or by which the Company is
bound  which  may  materially   adversely  affect  the  Company's  condition  or
operation, financial or otherwise; (iv) any default by the Company under or with
respect  to any  order,  writ,  injunction,  decision  or decree  of any  court,
governmental  authority  or arbitral  body to which the Company is a party or by
which the  Company is bound which  materially  adversely  affects the  Company's
condition or operation,  financial or otherwise; or (v) any action or proceeding
pending or, to the  knowledge of the president or a chief  financial  officer of
the  Company,  threatened  against  the Company  before any court,  governmental
authority or arbitral  body which,  if decided  adversely to the Company,  would
result in any material  adverse change in the condition or operation,  financial
or  otherwise,  of the  Company,  the  Company  will  deliver  to Bank a written
certificate signed by such officer specifying the nature thereof,  the period of
existence  thereof and what  action the  Company has taken and  proposes to take
with respect thereto.

            (e)   PRESERVATION  OF BUSINESS AND CORPORATE  EXISTENCE.  As to the
Company,  carry on and conduct its business  affairs in  substantially  the same
manner as presently carried on and conducted,  and maintain in good standing its
existence and its right to transact  business in those states in which it is now
or ma~  hereafter be doing  business;  and maintain  all  licenses,  permits and
registrations necessary to the conduct of its business.

            (f)   USE OF  PROCEEDS.  Use the  proceeds  of the Loan  solely  for
working  capital  purposes.  Company intends to use the Loan proceeds solely for
business or  commercial  related  purposes and will not purchase or carry margin
stock (with the meaning of  Regulations  G, T and U of the Board of Governors of
the Federal Reserve System).

            (g)   PAYMENT  OF  TAXES.  Pay and  discharge,  before  they  become
delinquent,  all taxes:  assessments and other governmental charges imposed upon
the Company or any of its properties, or any part thereof, or upon the income or
profits  therefrom  and all claims for labor,  materials  or  supplies  which if


                                      8


<PAGE>


unpaid might be or become a lien or charge upon any of its property, except such
items as it is in good faith  appropriately  contesting and as to which adequate
reserves have been provided.

            (h)   DEPOSIT ACCOUNTS. So long as the Loan is outstanding, maintain
its primary banking accounts with the Bank.

            (i)   FURTHER ASSURANCES.  At all times furnish Bank with assurances
necessary  to satisfy the Bank that the  provisions  in the Loan  Documents  are
being complied with.

            (i)   COMPLIANCE  AGREEMENT.  If requested by Bank or closing  agent
for Bank,  fully  cooperate  and adjust  for  clerical  errors,  any of all loan
documentation as Bank deems necessary.

            (k)   LIABILITIES.  Pay when due, all  liabilities  including  trade
accounts in accordance with regular terms.

      Section 4.02. NEGATIVE COVENANTS.  So long as the Loan shall remain unpaid
or the Bank shall have any Commitment hereunder,  without the written consent of
the Bank, the Company:

            (a)   OPERATIONS.   Will  not  engage  in  any  business  activities
substantially different than those in which Company is presently engaged.

            (b)   NON-DEFAULT UNDER OTHER  AGREEMENTS.  Will not default upon or
fail to pay any  indebtedness  for money  borrowed as the same matures under any
agreement or permit to occur any other event which  creates a default under such
or under any other  agreement  to which the Company is a party or by which it is
bound.

            (c)   CONFLICTING AGREEMENT.  Will not enter into any agreement. any
term or  condition  of  which  conflicts  with  any  term or  condition  of this
Agreement.

            (d)   LOANS,  ADVANCES AND  INVESTMENTS.  Will not make any loans or
advances to, or investments to officers, directors or their relatives.

                                   ARTICLE V
                                EVENTS OF DEFAULT
                                -----------------

      Section 5.01.  EVENTS OF DEFAULT.  Any one or more of the following events
shall  constitute  an Event of Default  under this  Agreement,  the Note and any
other  document  or  instrument  pertaining  to or  necessary  to carry  out the
purposes  of  this  transaction   (including   without  limitation  any  Related
Documents):





                                        9



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            (a)   the Company shall fail to pay any principal or interest on any
Loan under this Agreement within ten (10) days after the date when due; or

            (b)   any  representation  or warranty made by the Company herein or
by the Company (or any of its officers) in connection  with this Agreement shall
prove to have been false or incorrect in any material respect when made; or

            (c)   the Company shall fail to perform or observe any other term or
condition  contained in this Agreement or other document  executed in connection
with this  Agreement,  and such failure shall have not been remedied  within ten
(10) days after written notice thereof shall have been given by Bank; or

            (d)   the Company  shall  default  under any other loan from Bank to
the Company or under any other agreement; or

            (e)   (i) the  Company  shall fail to pay or shall  admit in writing
its  inability  to pay its debts as they become  due,  shall  become  insolvent:
howsoever  evidenced,  or shall  make a general  assignment  for the  benefit of
creditors;  (ii) any  proceeding  shall be  instituted by or against the Company
under any law relating to bankruptcy,  insolvency,  reorganization  or relief of
debtors or any similar law or seeking  appointment  of a receiver,  trustee,  or
other similar person for it or for any substantial  part of its property and, if
such  proceeding  is  not  commenced  by  the  Company,  it is  consented  to or
acquiesced in by the Company or remains  undismissed for sixty (60) days;  (iii)
all or a substantial part of the Company's property is attached,  seized, levied
upon or comes within the  possession of any receiver,  trustee or similar person
for the  benefit of  creditors;  (iv) any action is taken or any  proceeding  is
filed or commenced  with respect to the Company's  liquidation:  dissolution  or
termination of existence;  or (v) the Company shall take any corporate action to
authorize any of the actions described in this subsection (e); or

            (f)   a final  judgment(s)  or order(s)  for the payment of money in
excess of $250,000.00 (in the aggregate)  shall be rendered  against the Company
and such  judgment(s)  or  order(s)  shall  not have been  vacated.  discharged,
stayed,  or bonded and shall continue  unsatisfied and in effect for a period of
sixty (60) consecutive days; or

            (g)   RBC  notifies  Bank or Bank  otherwise  becomes  aware  of the
intention of RBC to dishonor the Letter of Credit or RBC dishonors the Letter of
Credit, or similar events occur with respect to a Replacement Letter of Credit.

      Section 5.02.  RIGHTS OF BANK.  Upon the occurrence of an Event of Default
by Company Bank may, at its election, without notice of its election and without
demand,  do any one or more of the  following  (all of which are  authorized  by
Company):







                                       10



<PAGE>




            (a)   Cease  advancing  money  or  extending  credit  to or for  the
benefit of the Company;

            (b)   Declare the obligation of the Bank to make Line of Credit Loan
and/or further  Advances  hereunder to be  terminated,  whereupon the same shall
forthwith terminate.

            (c)   Declare the Line of Credit Note,  including  all principal and
interest  thereon,  and all other  amounts  payable  under this  Agreement to be
forthwith due and payable, without presentment, protest or further notice of any
kind, all of which are hereby expressly waived by the Company;

            (d)   Enforce  its rights and  remedies  under this  Agreement,  the
Note.  the Letter of Credit (or a  Replacement  Letter of Credit) and any or all
other related documents.

      Section  5.03.  REMEDIES  GENERALLY.  All of Bank's  rights  and  remedies
granted under this Agreement and the collateral agreements hereto are cumulative
and  non-exclusive.  In all cases of an Event of  Default.  Bank  shall have all
remedies available to it at law or in equity.

                                   ARTICLE VI
                                  MISCELLANEOUS
                                  -------------

      Section 6.01. AMENDMENTS, ETC.. No amendment or waiver of any provision of
this  Agreement nor consent to any departure by the Company  therefrom  shall in
any event be  effective  unless the same  shall be in writing  and signed by the
Bank,  and then such waiver or consent  shall be effective  only in the specific
instance and for the specific purpose for which given.

      Section 6.02. NOTICES, ETC.. All notices and other communications provided
for hereunder  shall be in writing  (including  telegraphic  communication)  and
mailed or  telegraphed  or delivered,  if to the Company,  at its address at 428
Pine Island Road,  S.W., Cape Coral,  Florida 33991,  Attention:  Larry Ackerly,
Vice President;  if to the Bank, at its address at 2000 Main Street:  Suite 200,
Fort Myers. Florida 33901, Attention:  John S. McQuagge, Vice president.  or, as
to each party,  at such other  address as shall be designated by such party in a
written notice to the other party.  All such notices and  communications  shall,
when mailed or telegraphed, be effective when deposited in the mail or delivered
to the telegraph company, respectively.

      Section 6.03. NO WAIVER;  REMEDIES.  No failure on the part of the Bank to
exercise and no delay in exercising any right  hereunder or under any Note shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right  hereunder or under the Line of Credit Note  preclude any other or further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies  provided by law or in
equity.


                                       11



<PAGE>




      Section 6.04.  ACCOUNTING  TERMS.  All accounting  terms not  specifically
defined  herein  shall  be  construed  in  accordance  with  generally  accepted
accounting principles consistently applied, except as otherwise stated herein.

      Section  6.05.  COSTS,  EXPENSES AND TAXES.  The Company  agrees to pay on
demand all costs and expenses in connection with the preparation,  execution and
delivery of this  Agreement,  the Line of Credit Note,  the Letter of Credit and
the related documents:  including,  without limitation,  the reasonable fees and
out-of-pocket  expenses  of  counsel  for the Bank  with  respect  to the  Loan,
documentary  stamp taxes and  intangible  taxes,  and all costs and  expenses in
connection with the enforcement of this Agreement,  the Line of Credit Note, the
Letter of Credit; and the Related Documents to be delivered hereunder.

      Section  6.06.  RIGHT  OF  SETOFF.  Upon the  occurrence  and  during  the
continuance of any Event of Default,  the Bank is hereby  authorized at any time
and from time to time,  without  notice to the Company  (any such  notice  being
expressly  waived by the  Company),  to set off and  apply any and all  deposits
(general or special, time or demand,  provisional or final) at any time held and
other  indebtedness  at any time  owing by the Bank to or for the  credit or the
account of the Company against any and all of the obligations of the Company now
or  hereafter  existing  under  this  Agreement  and the  Line of  Credit  Note,
irrespective  of whether  or not the Bank shall have made any demand  under this
Agreement  or the Line of  Credit  Note and  although  such  obligations  may be
unmatured.  The rights of the Bank under this  section  are in addition to other
rights and  remedies  (including,  without  limitation,  other rights of setoff)
which the Bank may have.

      Section 6.07.  BINDING EFFECT;  GOVERNING LAW. This Agreement shall become
effective  after  execution  by the  Company  when it is signed and  accepted on
behalf of the Bank and thereafter shall be binding upon and inure to the benefit
of the Company,  the Bank and their  respective  successors and assigns,  except
that the Company shall not have the right to assign its rights  hereunder or any
interest  herein without the prior written  consent of the Bank. This Agreement,
the Note and all  Related  Documents  shall be  deemed  to have been made by the
Company and accepted by the Bank in Fort Myers, Florida and shall be governed by
and construed in accordance with the laws of the State of Florida.

      Section 6.08. REINSTATEMENT OF INDEBTEDNESS. This Agreement shall continue
to be effective, or be reinstated,  as the case may be, if at any time, payment,
or any part  thereof,  of any amount  paid by or on behalf of the Company to the
Bank with  regard to any note is  rescinded  or must  otherwise  be  restored or
returned upon or in connection  with the  insolvency,  bankruptcy,  dissolution,
liquidation,  or  reorganization  of the Company,  or upon or as a result of the
appointment of a receiver, intervenor, or conservator of. or trustee, or similar
officer for the Company or any substantial  part of the property of the Company,
all as though such payment has not been made.





                                       12



<PAGE>



      Section  6.09.  AUTHORITY  TO ACT.  Bank shall be  entitled  to act on any
notices and instructions  (telephonic or written) reasonably believed by Bank to
have been delivered by any Authorized Person,  regardless of whether such notice
or instruction was in fact delivered by an Authorized Person, and Company hereby
agrees to  indemnify  and hold  harmless  Bank  with  respect  to any  losses or
expenses,  if any, ensuing from any such action. The foregoing  notwithstanding,
Bank  acknowledges  that the only Authorized  Persons will be Lan);  Ackerly and
Sylvester Ogden.

      Section 6.10.  HEADINGS;  SEVERABILITY OF PROVISIONS.  Article and Section
headings in this Agreement are included  herein for the convenience of reference
only and shall not  constitute a part of this  Agreement for any other  purpose.
Any provision of this  Agreement  which is prohibited  or  unenforceable  in any
jurisdiction shall, as to such jurisdiction be ineffective to the extent of such
prohibition or  enforceability,  without  invalidating the remaining  provisions
hereof or affecting  the validity or  enforceability  of such  provisions in any
other jurisdiction.

      Section  6.11.  ENTIRE  AGREEMENT.  This  Agreement  embodies  the  entire
Agreement and understanding  between the parties hereto and supersedes all prior
agreements and understandings relating to the subject matter hereof.

      Section 6.12.  RENEWAL OF PRIOR LOAN. The Loan  contemplated  by this Loan
Agreement  is a renewal of a prior  line-of-credit  loan  ("Prior  Loan") in the
amount of  $3,000,000.00  made by the Bank to the Company  pursuant to a certain
Loan  Agreement,  dated as of January 20, 1996, by and between Bank and Company,
which Prior Loan is  evidenced by that certain  $3,000,000  Line-of-Credit  Note
("Prior Note"),  dated as of February 20, 1996, and has matured.  The Prior Loan
has or will have, on the effective date of this Loan  Agreement,  an outstanding
principal balance of $3,000,000 and no outstanding  accrued but unpaid interest.
The Company  acknowledges  that the outstanding  principal  balance of the Prior
Loan is a valid  and  enforceable  debt of the  Company  to the Bank and is owed
subject to no defenses,  set-offs or  counterclaims.  On and as of the effective
date of this Loan Agreement the Line-of-Credit Note shall replace the Prior Note
and the loan evidenced thereby shall be governed by the Line-of-Credit  Note and
this Loan Agreement.


                         (SIGNATURES ON FOLLOWING PAGE)




                                       13



<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written, effective January 20, 1997.

Witnesses:                                ViroGroup, Inc., a Florida corporation

 /S/ LARRY ACKERLY                        By:  /S/ CHARLES S. HIGGINS JR.
---------------------------------         --------------------------------------
1st Witness
                                          Print Name:  CHARLES S. HIGGINS JR.
LARRY ACKERLY                                        ---------------------------
---------------------------------   
Print Name
                                          Title:    PRESIDENT
                                                --------------------------------
 /S/ MARILYN HEIDEL
---------------------------------
2nd Witness

MARILYN HEIDEL
---------------------------------
Print Name



                                          Barnett Bank, N.A., a national banking
                                          association, successor by merger with
Witnesses:                                Barnett of Lee County, N.A.


  /S/ MELISSA J. STANFORD                 By:   /S/ JEANNE MELHEIM
----------------------------------        --------------------------------------
1st Witness
                                          Print Name:  JEANNE MELHEIM
MELISSA J. STANFORD                                  ---------------------------
----------------------------------
Print Name
                                          Title:  CLOSING OFFICER
                                                --------------------------------
 /S/ TONYA MAXWELL
----------------------------------
2nd Witness

TONYA MAXWELL
----------------------------------
Print Name





                                       14



<PAGE>



                                    EXHIBIT A

                              (Line-of-Credit Note)

                           RENEWAL LINE-OF-CREDIT NOTE
                           ---------------------------

Executed: January 27, 1997                    Effective: January 20, 1997

U.S. $3,000,000.00                            Fort Myers, Florida


    FOR VALUE  RECEIVED,  the  undersigned  (hereinafter  sometimes  called  the
"Maker")  promises to pay to the order of Barnett Bank, N.A., a national banking
association,  successor  by  merger  with  Barnett  Bank  of  Lee  County,  N.A.
(hereinafter  together with any holder hereof,  called  "Holder"),  at 2000 Main
Street, Fort Myers, Florida 33901, or at such other place as the Holder may from
time to time  designate  in  writing,  the  principal  sum of THREE  MILLION AND
N0/100THS DOLLARS  ($3,000,000.00),  or so much as may be outstanding,  together
with  interest  on the unpaid  principal  balance  advanced  from the date(s) of
disbursement, in accordance with the following provisions:

    1.  Commencing  on February 20, 1997,  and on the same day of each  calendar
month thereafter  (through December 20, 1997),  Maker shall pay Holder a monthly
payment on this Note  equal to accrued  interest  on the  outstanding  principal
balance  of this  Note  then  advanced.  Interest  shall  be  calculated  on the
outstanding (and unpaid)  principal  balance of this Note on a daily basis at an
interest  rate  equal to one  quarter  of one  percent  (.25%)  under  the Index
(defined below).

    2. On January 20,  1998,  bring the Final  Maturity  Date of this Note,  the
Maker shall pay all  principal  and  interest  outstanding  on this Note and any
other unpaid amounts owed under this Note in full.

    The interest  rate on this Note is subject to change from time to time based
on changes in an index which is the Barnett Bank,  Inc.  prime rate as announced
from time to time (the "Index"). The interest rate will be adjusted to reflect a
change in the Index on the same day as the Index  changes.  The interest rate to
be applied to the unpaid balance of this Note will be at a per annum rate of one
quarter of one percent  (.25%)  under the Index.  Holder will tell the Maker the
current Index rate upon the Maker's request. NOTICE: Under no circumstances will
the  effective  rate of  interest  on this  Note be more than the  maximum  rate
allowed by applicable  law.  Upon demand for payment of this Note,  the interest
rate on the Note to be  applied  to the  unpaid  balance  of  principal,  unpaid
accrued  interest,  costs and fees, to be applicable until paid in full, will be
the Default Interest Rate (hereinafter defined).







                                       15



<PAGE>




    Interest shall be calculated on a per annum basis of an actual three hundred
sixty  (360)  day year for all  purposes,  based on the  actual  number  of days
elapsed,  including when determining the maximum legal contract rate of interest
allowed to be contracted for by applicable law, as changed from time to time.

    This Note and the  instruments  securing it have been executed and delivered
in the State of Florida;  and their terms and  provisions  are to be governed by
and construed under the laws of such state and, to the extent applicable, of the
United States of America,  and the rules and regulations  promulgated  under the
authority  thereof.  It is the  intent of this  Note  that  such  laws  shall be
interpreted  in such a manner  that the maximum  rate of interest  allowed to be
contracted  for by  applicable  law as  changed  from  time  to  time  which  is
applicable to this Note be as great as possible.

    The  undersigned  may  prepay  all  or  pan  of  the  principal  sum  of the
indebtedness evidenced by this Note at any time without penalty. Such prepayment
of principal shall be accompanied by payment of any, unpaid interest  accrued to
the time of such  prepayment  on the  amount  of the  prepayment.  If this  Note
provides for installment or periodic  payments of principal,  then prepayment of
principal shall apply in the inverse order such installment of periodic payments
are due,  applying first to the last principal  installment or periodic  payment
due hereunder.

    The Maker  authorizes  the Holder from time to time to on any due date debit
any account  that Maker may have with  Holder,  for any payment of  principal or
interest due  hereunder  for the amount of such payment of principal or interest
and the Maker may  ascertain  such  debited  amount by  inquiry  to the  Holder.
Exercise of this right shall be optional  with the Holder and the  provisions of
this paragraph shall not be construed as releasing the Maker from the obligation
to make  payments  of  principal  or  interest  due under the terms of this Note
according to the terms of this Note.

    If applicable,  partial prepayments shall not affect or vary the duty of the
undersigned to pay all obligations when due, and they shall not affect or impair
the right of the Holder to pursue all remedies available to it hereunder,  under
the Letter of Credit (hereinafter defined) securing this indebtedness,  or under
any other of the Related Documents (hereinafter defined).

    The  repayment of the  indebtedness  evidenced by this Note is secured by an
Irrevocable  Letter of Credit (the "Letter of Credit")  dated February 16, 1996,
and amended January 21, 1997, issued by Royal Bank of Canada,  No.  1269/S13179,
in the face  amount  of this  Note and  naming  the  Holder  as the  beneficiary
thereof.  Reference  is  hereby  made to a certain  Loan  Agreement  (the  "Loan
Agreement"),  dated of even date herewith,  for additional  provisions which may
govern or apply to this Note, including without limitation  provisions which may
concern the  acceleration  of this Note and  requirements  for paying  principal
prior to the Final  Maturity  Date.  Certain terms used herein,  e.g.,  "Related
Documents" are defined in the Loan Agreement.




                                      16



<PAGE>




    This Note evidences a revolving line of credit. Advances under this Noter as
well as directions for payment from Maker's accounts, may be requested orally or
in  writing  by Maker  or by an  "Authorized  Person"  (as  defined  in the Loan
Agreement).  The Holder may,  but need not,  require  that all oral  requests be
confirmed  in  writing.  Maker  agrees to be  liable  for all sums  either:  (a)
advanced in accordance  with the  instructions of an Authorized  Person,  or (b)
credited to any of Maker's accounts with Holder.  The unpaid  principal  balance
owing on this Note at any time may be evidenced by  endorsements on this Note or
by Lender's internal records,  including daily computer print-outs.  Holder will
have no  obligation  to  advance  funds  under  this  Note if:  (i) Maker or any
guarantor is in default under the terms of this Note,  the Loan Agreement or any
other  agreement that Maker or any guarantor has with Holder;  (ii) Maker or any
guarantor  ceases doing  business or is insolvent;  (iii) any  guarantor  seeks,
claims or  otherwise  attempts  to limit,  modify  or  revoke  such  guarantor's
guarantee  of this Note or any other loan with  Holder;  (iv) Maker has  applied
funds provided pursuant to this Note for purposes other than those authorized by
Lender; or (v) Holder in good faith deems itself insecure under this Note or any
other agreement between Holder and Maker.

    Except in the case where Holder  declares the total  unpaid  balance  hereof
plus all accrued  interest  to be  immediately  due and  payable as  hereinafter
provided, any payment of principal or interest which is not made within ten (10)
days of the due date as herein  provided  (cure  period),  shall result in Maker
owing the Holder a late charge of five percent (5%) of the unpaid portion of the
payment or One Hundred  Dollars  ($100),  whichever  is greater,  which shall be
immediately  due and  payable  to the  Holder.  In no event  shall any such late
charge result in the interest  charged  hereunder  exceeding the maximum rate of
interest allowed to be contracted for by applicable law, as changed from time to
time.

    In no event  shall  Holder  have the right to charge or  collect,  nor shall
Maker be required  or  obligated  to pay,  interest or payments in the nature of
interest, which would result in interest being charged or collected at a rate in
excess  of  the  maximum  rate  of  interest  allowed  to be  contracted  for by
applicable  law,  as changed  from time to time.  In the event that any  payment
which is  interest  or in the nature of interest is made by Maker or received by
Holder which would result in the rate of interest  being charged or collected by
Holder being in excess of the maximum rate of interest  allowed to be contracted
for by applicable law as changed from time to time, then the portion of any such
payment  which causes the rate of interest  being charged or collected by Holder
to exceed the maximum rate of interest  allowed to be  contracted  for under any
applicable  law as changed  from time to time  (hereinafter  called the  "excess
sum") shall be credited as a payment of principal.  If Maker notifies  Holder in
writing that Maker elects to have such excess sum returned to Maker, such excess
sum  shall be  returned  to  Maker.  In the event  that any such  overcharge  is
discovered after this Note has been paid in full, then the amount of such excess
sum shall be returned  to Maker.  In the event that an excess sum is returned to
Maker rather than being credited as a payment of principal, it shall be returned
together  with  interest  thereon  from the  date  such  excess  sum was paid or
collected at the same rate as was due Holder  during such period under the terms
of this Note. All excess sums credited to principal  shall be credited as of the
date paid to  Holder.  It is the  intent of Holder to  conform  strictly  to the
limitations of applicable laws governing the charging and collection of interest
as changed from time to time.

                                       17

<PAGE>




    The Holder shall have the optional  right to declare the amount of the total
unpaid balance hereof (including  principal,  interest and all other amounts due
or owed hereunder) to be due and forthwith immediately payable in advance of the
maturity date of any sum due or installment,  as fixed herein,  upon the failure
of the  undersigned  to pay,  within  ten (10) days of the due date,  any of the
installments  of  interest,  or upon the  occurrence  of an event of  default as
defined in or  otherwise  described  in this Note or the Related  Documents,  or
failure to perform in  accordance  with any of the terms and  conditions  in the
Loan  Agreement  or in any other  Related  Document.  For purposes of this Note,
"Default  Interest  Rate"  shall  mean the rate per annum  which is equal to the
maximum rate  ofinterest  allowed to be  contracted  for by  applicable  law, as
changed  from  time to time;  and  from  and  after  maturity  of this  Note (by
acceleration  or  otherwise),  this Note  shall  bear  interest  at the  Default
Interest  Rate.  Forbearance to exercise this option with respect to any failure
or breach of the  undersigned  shall not  constitute a waiver of the right as to
any continuing failure or breach or any subsequent  failure or breach.  Exercise
of this  option  shall be  without  notice  to the  undersigned,  notice of such
exercise being hereby waived.

    Time is of the essence  hereunder and, in case this Note is collected by law
or through an attorney at law, or under advice therefrom, the undersigned agrees
to pay all costs of collection, including reasonable attorney's fees.

    Reasonable  attorney's  fees are defined to include:  bur not be limited to,
all fees and costs  incurred  in all  matters  of  collection  and  enforcement,
construction  and   interpretation.   before.   during  and  after  suit,  trial
proceedings  and  appeals,  as well as  appearances  in and  connected  with any
bankruptcy proceedings or creditors' reorganization or similar proceedings.

    The  remedies of the Holder as provided  herein or in the Loan  Agreement or
any other  Related  Document  shall be  cumulative  and  concurrent,  and map be
pursued  singularly.  successively  or together,  at the sole  discretion of the
Holder,  and may be exercised as often as occasion  therefor shall arise. No act
of omission or commission of the Holder,  including  specifically any failure to
exercise  any  right,  remedy  or  recourse,  shall be  deemed to be a waiver or
release  of the same,  such  waiver or  release to be  effected  only  through a
written document executed by the Holder and then only to the extent specifically
recited  therein.  A waiver or release with reference to any one event shall not
be  construed  as  continuing,  as a bar to,  or as a waiver or  release  of any
subsequent right, remedy or recourse as to a subsequent event.

    Any  notice  to be  given  to or to be  served  upon any  party  hereto,  in
connection with this Note, must be in writing,  and may be given by certified or
registered mail and shall be deemed to have been given and received on the third
business  day after a certified or  registered  letter  containing  such notice,
properly  addressed.  with postage  prepaid,  is deposited in the United  States
mails;  and if given otherwise than by certified or registered mail, it shall be
deemed to have been given when delivered to and received by the party to whom it
is addressed. Such notices shall be given to the parties hereto at the addresses
set forth  herein.  Any party  hereto  may, at any time by giving five (5) days'
written  notice to the other party hereto,  designate any other party or address
in substitution of any party or address to which such notice shall be given.


                                       18


<PAGE>




    All persons or entities  now or at any time  liable,  whether  primarily  or
secondarily,  for the  payment of the  indebtedness  hereby  evidenced,  and all
persons or entities which now or at any time hereafter may pledge,  hypothecate,
mortgage or otherwise  grant the Holder any lien in their property to secure the
indebtedness   hereby   evidenced,   for   themselves,    their   heirs,   legal
representatives,  successors  and assigns  respectively,  hereby:  (a) expressly
waive presentment,  demand for payment,  notice of dishonor,  protest, notice of
nonpayment or protest, and diligence in collection: (b) consent that the time of
all  payments  or any part  thereof  may be  extended,  rearranged.  renewed  or
postponed by the Holder hereof~om time to time as often as the Holder may desire
and further  consent that the collateral  security or any part thereof may. from
time to time: be released,  exchanged, added to or substituted for by the Holder
hereof, without otherwise modifying,  altering, releasing, affecting or limiting
their respective  liability or the lien of any security or security  instrument;
and (c) agree that the Holder,  in order to enforce payment of this Note,  shall
not be  required  first to  institute  any suit to exhaust  any of its  remedies
against the Maker or any person or part); to become liable hereunder.

    If more than one party shall execute this Note, the term  "undersigned",  as
used herein,  shall mean all parties signing this Note, who shall be jointly and
severally obligated hereunder.

    In this Note,  whenever the context so requires,  the neuter gender includes
the  feminine  and/or  masculine,  as the case may be, and the  singular  number
includes the plural.

    THIS PROMISSORY NOTE RENEWS A S3,000,000.00  LINE-OF-CREDIT NOTE DATED AS OF
FEBRUARY  20,  1996 ON WHICH  DOCUMENTARY  STAMP  TAXES  HAVE  BEEN  PAID AND NO
ADDITIONAL DOCUMENTARY STAMP TAXES ARE DUE HEREON.

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

                                          ViroGroup, Inc., a Florida corporation

                                          By: /S/ CHARLES S. HIGGINS JR.
                                             -----------------------------------
                                              Charles S. Higgins Jr., President


                                          Maker's Address:
                                          428 Pins Island Road, S.W.
                                          Cape Coral, Florida 33991





                                       19



<PAGE>



BARNETT
BANK



February 7, 1997


Mr. Larry C. Ackerly
ViroGroup, Inc.
428 Pine Island Road, S. W.
Cape Coral, FL 33991

RE:  Renewal documents Loan #06300003826/00001

Dear Mr. Ackerly,

Per your request I have enclosed copies of the fully executed renewal  documents
pertaining  to the above  referenced  loan.  I have also  included  the original
collateral receipt for the letter of credit amendment.  It needs to be signed by
you,  acknowledging that the original letter of credit amendment was provided to
the  Bank.  Please  sign  where I have  highlighted  and  return it to me in the
enclosed envelope. Please let me know if you have any questions.


Sincerely,

/s/ Jeanne Melheim

Jeanne Melheim
Loan Closing Officer






<PAGE>



                             LOAN CLOSING STATEMENT


Attorney's Fees and Costs Estimated
 (Peper, Martin, et al)                                  $ 1,250.00

Corporate/UCC Searches                                   $     6.00

Accrued Interest thru 01/27/97                           $   535.83

Credit Facility Fee                                      $   500.00

TOTAL DUE FROM BORROWER:                                 $ 2,291.83
                                                           ========


    The  undersigned  hereby  agrees  with the  foregoing  and  consents  to the
disbursements  shown above.  The  undersigned  further  agrees to pay an and all
other costs incurred by Barnett Bank,  N.A., in conjunction  with the renewal of
the  loan  to the  undersigned,  including  without  limitation  any  additional
attorney's fees and costs.


Executed:  January 27, 1997               ViroGroup, Inc., a Florida corporation

Effective:  January 20, 1997              By: /S/ LARRY ACKERLY
                                             -----------------------------------
                                          Print Name: LARRY ACKERLY
                                                     ---------------------------
                                          Title:   VICE PRESIDNET & CFO 
                                                --------------------------------




<PAGE>



                            SECRETARY'S CERTIFICATE
                            -----------------------


    The undersigned,  Larry D. Ackerly,  being the duly elected secretary of the
corporation. hereby certifies that set forth below is a true and correct copy of
a  Resolution  adopted by the Board of Directors  of  ViroGroup,  Inc. at a duly
convened  meeting held on JANUARY 23,  1997,  and that the same is in full force
and effect, having not been modified in any respect:

       RESOLVED,  that the Company  enter into  agreements  with  Barnett
       Bank, N.A., which shall provide to the Company the right to borrow
       up to $3 million  under a one year  Line-of-Credit,  with  amounts
       borrowed  pursuant to the  Line-of-Credit  to bear interest at the
       Prime Rate of Barnett Bank.  Inc.,  less 1/4 of one percent and to
       be collateralized by a Letter of Credit posted by Laidlaw, Inc. Or
       an affiliate  from such issuer as shall be  acceptable  to Barnett
       Bank, N.A.; and be it

       FURTHER RESOLVED,  that the Company reimburse Laidlaw, Inc. or its
       affiliate for all costs  incurred in connection  with the issuance
       and maintenance of the Letter of Credit; and be it

       FURTHER RESOLVED, that the President or Chief Financial Officer of
       the Company is hereby  authorized  and  directed to enter into any
       and all agreements  which either of them,  upon advice of counsel,
       deem necessary or appropriate to accomplish the foregoing.



                                            /S/ LARRY D. ACKERLY
                                            ------------------------------------
                                            Larry D. Ackerly


                                            Dated: January  27 , 1997








<PAGE>



                          PAYMENT DEBIT AUTHORIZATION
                          ---------------------------


Commercial Loan Date: 01/2011997                    Loan Amount: $3,000,000.00


The undersigned hereby authorize(s)  Barnett Bank, N,A.  ("Barnett") to initiate
debit  entries  (payments)  to my checking or savings  account  indicated  below
("Account")  for the above stated  Commercial  Loan or any  extension or renewal
thereof  on the  payment  due date for any  amount  owed by me for each  payment
period (as authorized below) and to initiate,  if necessary,  credit entries and
adjustments for any debit entries made in error to said Account.  This authority
shall  remain in full  force and  effect  until  Barnett  has  received  written
notification  from me of its  termination  in such time and in such manner as to
afford Barnett a reasonable opportunity to act upon such notice. The undersigned
hereby acknowledges receipt of a copy of this Authorization.

Borrower:
ViroGroup, Inc., a Florida corporation

By:  /S/  CHARLES S. HIGGINS JR.
   ---------------------------------------  
    Charles S. Higgins Jr., President

Date to Begin Debit:  1-20-97            Date of Authorization:        1-27-97

Account No.:   1635506281


PAYMENT SPECIFICS:

1.  If the calendar day falls on a weekend or holiday, the debit will be made on
    the next business day.  Payment(s) will be debited from Account (until final
    payment.  if any) in accordance  with the payment  schedule set forth in the
    Loan.

2.  If the full  amount of the debit is not in the  Account,  the debit  will be
    returned with a non-sufficient  funds designation and you will be assessed a
    service charge by Barnett which may be debited to your Account.

3.  If a change, waiver or adjustment to the payment schedule occurs, Barnett is
    authorized  to  modify  the  debit  instructions  accordingly  without  your
    approval.

4.  Final Payment (complete only if applicable):





                                        1



<PAGE>



If there is an  outstanding  balance on the maturity  date,  is final payment of
principal and/or interest to be:

          X      Billed
       --------
                 Debited from the Account
       --------  
                 Other (explain):
       --------  

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


FOR BANK USE ONLY:



     JEANNE MELHEIM                         /S/ JEANNE MELHEIM           1-5-97
------------------------------------   ---------------------------       ------
Approving Office Name (Please Print)   Approving Officer Signature         Date






























                                      2



<PAGE>



                          WAIVER OF RIGHT TO JURY TRIAL
                          -----------------------------


    THIS WAIVER  AGREEMENT  ("Waiver"),  made on the 27th day of January,  1997:
effective as of January 20, 1997, between Barnett Bank, N.A., a national banking
association,  successor  by  merger  with  Barnett  Bank  of  Lee  County,  N.A.
("Lender") and ViroGroup, Inc., a Florida corporation ("Borrower").

    In consideration of Lender's making a loan (the "Loan") to Borrower under an
Agreement dated the date of this Waiver, Lender and Borrower agree:

    (1) If either  party  brings suit  against the other,  in tort or  contract,
making any claim concerning the negotiation,  interpretation,  administration or
enforcement  of the Loan or that the other  parry  has  breached  its  contract,
violated a law,  engaged in fraud,  breached  a  fiduciary  duty or acted in bad
faith,  it must  bring the suit in a court  located  in a county of the State of
Florida in which Lender has an office;

    (2) Both parties waive the right to a jury trial in any such suit;

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

    The parties have specifically discussed this Waiver. They both agree that it
is an essential part of their agreement about the Loan. No officer of Lender has
authority to modify the terms of this Waiver.

    As used in this  document,  the term  "Loan"  means  the loan or loans  from
Lender to Borrower,  the note or notes  evidencing  the Loan, any loan agreement
under which the Loan was made, any future advances. modifications or extensions.
any  mortgage or security  agreement  signed by the Borrower to secure the Loan,
any   guaranty   agreement.   and  any  other   documents,   communications   or
representations,  oral or  written,  that  either  party  makes to the  other in
connection with the making, interpretation, administration or enforcement of the
Loan or any agreement securing the Loan.

    Any Guarantor of the Loan is also bound by the provisions of this Waiver.

    To evidence this Waiver.  the parties have signed this agreement at the same
time as they signed the documents evidencing the Loan.


                         (SIGNATURES ON FOLLOWING PAGE)






                                        1



<PAGE>




Lender:                                 Borrower:
Barnett Bank, N.A., a national          ViroGroup,  Inc., a Florida  corporation
banking association, successor by
merger with Barnett Bank of Lee
County, N.A.

By:  /S/ JEANNE MELHEIM                 By:  /S/ CHARLES HIGGINS JR.
   --------------------------------        -------------------------------------
Print Name:  JEANNE MELHEIM             Print Name:  CHARLES S. HIGGINS JR.
            -----------------------                 ----------------------------
Title:    CLOSING OFFICER               Title:     PRESIDENT
       ----------------------------           ----------------------------------
     































                                        2



<PAGE>



                           RENEWAL LINE-OF-CREDIT NOTE
                           ---------------------------


Executed:  January 27, 1997                      Effective:  February 14, 1997

U.S. $3,000,000.00                               Fort Myers, Florida


    FOR VALUE  RECEIVED,  the  undersigned  (hereinafter  sometimes  called  the
"Maker")  promises to pay to the order of Barnett Bank, N.A., a national banking
association,  successor  by  merger  with  Barnett  Bank  of  Lee  County,  N.A.
(hereinafter  together with any holder hereof,  called  "Holder"),  at 2000 Main
Street, Fort Myers, Florida 33901, or at such other place as the Holder may from
time to time  designate  in  writing,  the  principal  sum of THREE  MILLION AND
NO/100THS DOLLARS  ($3,000,000.00),  or so much as may be outstanding,  together
with  interest  on the unpaid  principal  balance  advanced  from the date(s) of
disbursement, in accordance with the following provisions:

    1.  Commencing  on February 20, 1997,  and on the same day of each  calendar
month thereafter  (through December 20, 1997),  Maker shall pay Holder a monthly
payment on this Note  equal to accrued  interest  on the  outstanding  principal
balance  of this  Note  then  advanced.  Interest  shall  be  calculated  on the
outstanding (and unpaid)  principal  balance of this Note on a daily basis at an
interest  rate  equal to one  quarter  of one  percent  (.25%)  under  the Index
(defined below).

    2. On January 20,  1998,  being the Final  Maturity  Date of this Note,  the
Maker shall pay all  principal  and  interest  outstanding  on this Note and any
other unpaid amounts owed under this Note in full.

    The interest  rate on this Note is subject to change from time to time based
on changes in an index which is the Barnett Bank,  Inc.  prime rate as announced
from time to time (the "Index"). The interest rate will be adjusted to reflect a
change in the Index on the same day as the Index  changes.  The interest rate to
be applied to the unpaid balance of this Note will be at a per annum rate of one
quarter of one percent  (.25%)  under the Index.  Holder will tell the Maker the
current Index rate upon the Maker's request. NOTICE: Under no circumstances will
the  effective  rate of  interest  on this  Note be more than the  maximum  rate
allowed by applicable  law.  Upon demand for payment of this  Note,the  interest
rate on the Note to be  applied  to the  unpaid  balance  of  principal,  unpaid
accrued  interest,  costs and fees, to be applicable until paid in full, will be
the Default Interest Rate (hereinafter defined).

    Interest shall be calculated on a per annum basis of an actual three hundred
sixty  (360)  day year for all  purposes,  based on the  actual  number  of days
elapsed,  including when determining the maximum legal contract rate of interest
allowed to be contracted for by applicable law, as changed from time to time.





                                      3



<PAGE>



    This Note and the  instruments  securing it have been executed and delivered
in the State of Florida,  and their terms and  provisions  are to be governed by
and construed under the laws of such state and, to the extent applicable, of the
United States of America,  and the rules and regulations  promulgated  under the
authority  thereof.  It is the  intent of this  Note  that  such  laws  shall be
interpreted  in such a manner  that the maximum  rate of interest  allowed to be
contracted  for by  applicable  law as  changed  from  time  to  time  which  is
applicable to this Note be as great as possible.

    The  undersigned  may  prepay  all  or  part  of  the  principal  sum of the
indebtedness evidenced by this Note at any time without penalty. Such prepayment
of principal shall be accompanied by payment of any unpaid  interest  accrued to
the time of such  prepayment  on the  amount  of the  prepayment.  If this  Note
provides for installment or periodic  payments of principal,  then prepayment of
principal shall apply in the inverse order such installment of periodic payments
are due,  applying first to the last principal  installment or periodic  payment
due hereunder.

    The Maker  authorizes  the Holder from time to time to on any due date debit
any account  that Maker may have with  Holder,  for any payment of  principal or
interest due  hereunder  for the amount of such payment of principal or interest
and the Maker may  ascertain  such  debited  amount by  inquiry  to the  Holder.
Exercise of this right shall be optional  with the Holder and the  provisions of
this paragraph shall not be construed as releasing the Maker from the obligation
to make  payments  of  principal  or  interest  due under the terms of this Note
according to the terms of this Note.

    If applicable,  partial prepayments shall not affect or vary the duty of the
undersigned to pay all obligations when due, and they shall not affect or impair
the right of the Holder to pursue all remedies available to it hereunder,  under
the Letter of Credit (hereinafter defined) securing this indebtedness,  or under
any other of the Related Documents (hereinafter defined).

    The  repayment of the  indebtedness  evidenced by this Note is secured by an
Irrevocable  Letter of Credit (the "Letter of Credit")  dated February 16, 1996,
and amended January 21, 1997, issued by Royal Bank of Canada,  No.  1269/S13179,
in the face  amount  of this  Note and  naming  the  Holder  as the  beneficiary
thereof.  Reference  is  hereby  made to a certain  Loan  Agreement  (the  "Loan
Agreement"),  dated of even date herewith,  for additional  provisions which may
govern or apply to this Note, including without limitation  provisions which may
concern the  acceleration  of this Note and  requirements  for paying  principal
prior to the Final  Maturity  Date.  Certain terms used herein,  e.g.,  "Related
Documents" are defined in the Loan Agreement.

    This Note evidences a revolving line of credit. Advances under this Note, as
well as directions for payment from Maker's accounts, may be requested orally or
in  writing  by Maker  or by an  "Authorized  Person"  (as  defined  in the Loan
Agreement).  The Holder may,  but need not,  require  that all oral  requests be
confirmed  in  writing.  Maker  agrees to be  liable  for all sums  either:  (a)
advanced in accordance  with the  instructions of an Authorized  Person,  or (b)
credited to any of Maker's accounts with Holder.  The unpaid  principal  balance
owing on  this Note at any time may be evidenced by endorsements on this Note or


                                        4


<PAGE>



by Lender's internal records,  including daily computer print-outs.  Holder will
have no  obligation  to  advance  funds  under  this  Note if:  (i) Maker or any
guarantor is in default under the terms of this Note,  the Loan Agreement or any
other  agreement that Maker or any guarantor has with Holder;  (ii) Maker or any
guarantor  ceases doing  business or is insolvent;  (iii) any  guarantor  seeks,
claims or  otherwise  attempts  to limit,  modify  or  revoke  such  guarantor's
guarantee  of this Note or any other loan with  Holder;  (iv) Maker has  applied
funds provided pursuant to this Note for purposes other than those authorized by
Lender; or (v) Holder in good faith deems itself insecure under this Note or any
other agreement between Holder and Maker.

    Except in the case where Holder  declares the total  unpaid  balance  hereof
plus all accrued  interest  to be  immediately  due and  payable as  hereinafter
provided, any payment of principal or interest which is not made within ten (10)
days of the due date as herein  provided  (cure  period),  shall result in Maker
owing the Holder a later charge of five  percent  (5%) of the unpaid  portion of
the payment or One Hundred Dollars ($100),  whichever is greater, which shall be
immediately  due and  payable to the  Holder.  In no event shall any late charge
result in the interest charged hereunder  exceeding the maximum rate of interest
allowed to be contracted for by applicable law, as changed from time to time.

    In no event  shall  Holder  have the right to charge or  collect,  nor shall
Maker be required  or  obligated  to pay,  interest or payments in the nature of
interest, which would result in interest being charged or collected at a rate in
excess  of  the  maximum  rate  of  interest  allowed  to be  contracted  for by
applicable  law,  as changed  from time to time.  In the event that any  payment
which is  interest  or in the nature of interest is made by Maker or received by
Holder which would result in the rate of interest  being charged or collected by
Holder being in excess of the maximum rate of interest  allowed to be contracted
for by applicable law as changed from time to time, then the portion of any such
payment  which causes the rate of interest  being charged or collected by Holder
to exceed the maximum rate of interest  allowed to be  contracted  for under any
applicable  law as changed  from time to time  (hereinafter  called the  "excess
sum") shall be credited as a payment of principal.  If Maker notifies  Holder in
writing that Maker elects to have such excess sum returned to Maker, such excess
sum  shall be  returned  to  Maker.  In the event  that any such  overcharge  is
discovered after this Note has been paid in full, then the amount of such excess
sum shall be returned  to Maker.  In the event that an excess sum is returned to
Maker rather than being credited as a payment of principal, it shall be returned
together  with  interest  thereon  from the  date  such  excess  sum was paid or
collected at the same rate as was due Holder  during such period under the terms
of this Note. All excess sums credited to principal  shall be credited as of the
date paid to  Holder.  It is the  intent of Holder to  conform  strictly  to the
limitations of applicable laws governing the charging and collection of interest
as changed from time to time.

    The Holder shall have the optional  right to declare the amount of the total
unpaid balance hereof (including  principal,  interest and all other amounts due
or owed hereunder) to be due and forthwith immediately payable in advance of the
maturity date of any sum due or installment,  as fixed herein,  upon the failure
of the  undersigned  to pay,  within  ten (10) days of the due date,  any of the
installments  of  interest,  or upon the  occurrence  of an event of  default as

                                        5



<PAGE>


defined in or  otherwise  described  in this Note or the Related  Documents,  or
failure to perform in  accordance  with any of the terms and  conditions  in the
Loan  Agreement  or in any other  Related  Document.  For purposes of this Note,
"Default  Interest  Rate"  shall  mean the rate per annum  which is equal to the
maximum rate of interest  allowed to be  contracted  for by  applicable  law, as
changed  from  time to time;  and  from  and  after  maturity  of this  Note (by
acceleration  or  otherwise),  this Note  shall  bear  interest  at the  Default
Interest  Rate.  Forbearance to exercise this option with respect to any failure
or breach of the  undersigned  shall not  constitute a waiver of the right as to
any continuing failure or breach or any subsequent  failure or breach.  Exercise
of this  option  shall be  without  notice  to the  undersigned,  notice of such
exercise being hereby waived.

    Time is of the essence  hereunder and, in case this Note is collected by law
or through an attorney at law, or under advice therefrom, the undersigned agrees
to pay all costs of collection, including reasonable attorney's fees.

    Reasonable  attorney's  fees are defined to include,  but not be limited to,
all fees and costs  incurred  in all  matters  of  collection  and  enforcement,
construction  and   interpretation,   before,   during  and  after  suit,  trail
proceedings  and  appeals,  as well as  appearances  in the  connected  with any
bankruptcy proceedings or creditors' reorganization or similar proceedings.

    The  remedies of the Holder as provided  herein or in the Loan  Agreement or
any other  Related  Document  shall be  cumulative  and  concurrent,  and may be
pursued  singularly,  successively  or together,  as the sole  discretion of the
Holder,  and may be exercised as often as occasion  therefor shall arise. No act
of omission or commission of the Holder,  including  specifically any failure to
exercise  any  right,  remedy  or  recourse,  shall be  deemed to be a waiver or
release  of the same,  such  waiver or  release to be  effected  only  through a
written document executed by the Holder and then only to the extent specifically
recited  therein.  A waiver or release with reference to any one event shall not
be  construed  as  continuing,  as a bar to,  or as a waiver ro  release  of any
subsequent right, remedy or recourse as to a subsequent event.

    Any notice to be given to or to served upon any party hereto,  in connection
with this Note, must be in writing,  and may be given by certified or registered
mail and shall be deemed to have been given and  received on the third  business
day after a certified or  registered  letter  containing  such notice,  properly
addressed, with postage prepaid, is deposited in the United States mails; and if
given otherwise than by certified or registered mail, it shall be deemed to have
been given when  delivered to an received by the party to whom it is  addressed.
Such notices  shall be given to the parties  hereto at the  addresses  set forth
herein.  Any party  hereto  may,  at any time by giving  five (5) days'  written
notice to the other  party  hereto,  designate  any other  party or  address  in
substitution of any party or address to which such notice shall be given.

    All persons or entities  now or at any time  liable,  whether  primarily  or
secondarily,  for the  payment of the  indebtedness  hereby  evidenced,  and all
persons or entities which now or at any time hereafter may pledge,  hypothecate,
mortgage or otherwise  grant the Holder any lien in their property to secure the
indebtedness   hereby   evidenced,   for   themselves,    their   heirs,   legal
representatives,  successors  and assigns  respectively,  hereby:  (a) expressly

                                      6



<PAGE>

waive presentment,  demand for payment,  notice of dishonor,  protest, notice of
nonpayment or protest, and diligence in collection; (b) consent that the time of
all  payments  or any  par  thereof  may be  extended,  rearranged,  renewed  or
postponed  by the  Holder  hereof  from time to time as often as the  Holder may
desire and further consent that the collateral security or any part thereof may,
from time to time, be released,  exchanged,  added to or substituted  for by the
Holder hereof, without otherwise modifying,  altering,  releasing,  affecting or
limiting  their  respective  liability  or the lien of any  security or security
instrument;  and (c) agree that the Holder,  in order to enforce payment of this
Note,  shall not be required  first to institute  any suit to exhaust any of its
remedies against the Maker or any person or party to become liable hereunder.

    If more than one party shall execute this Note, the term  "undersigned",  as
used herein,  shall mean all parties signing this Note, who shall be jointly and
severally obligated hereunder.

    In this Note,  whenever the context so requires,  the neuter gender includes
the  feminine  and/or  masculine,  as the case may be, and the  singular  number
includes the plural.

    THIS PROMISSORY NOTE RENEWS A $3,000,000.00  LINE-OF-CREDIT NOTE DATED AS OF
FEBRUARY  20,  1996 ON WHICH  DOCUMENTARY  STAMP  TAXES  HAVE  BEEN  PAID AND NO
ADDITIONAL DOCUMENTARY STAMP TAXES ARE DUE HEREON.

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


                                          ViroGroup, Inc., A Florida corporation

                                          By:  /S/ CHARLES S. HIGGINS
                                             -----------------------------------
                                          Print Name:    CHARLES S. HIGGINS, JR.
                                                      --------------------------
                                          Title:     PRESIDENT
                                                 -------------------------------

                                          Makers' Address:
                                          428 Pine Island Road, S.W.
                                          Cape Coral, Florida 33991



                                        7