THIS NOTE AND THE RIGHTS EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF THAT
CERTAIN SUBORDINATION AGREEMENT DATED AS OF FEBRUARY 19, 2000 AMONG MEDIX
RESOURCES, INC., MEDICAL STAFFING NETWORK, INC., AND BANC OF AMERICA COMMERCIAL
FINANCE CORPORATION, AND ANY TRANSFEREE BY ACCEPTANCE OF SUCH TRANSFER AGREES TO
BE BOUND BY THE TERMS THEREOF.


                          SUBORDINATED PROMISSORY NOTE

$500,000.00                                       February 19, 2000

     FOR VALUE RECEIVED, Medical Staffing Network, Inc., a Delaware corporation
(the "Company"), hereby promises to pay to the order of Medix Resources, Inc.
("Holder"), the principal sum of Five Hundred Thousand and No/100 Dollars
($500,000.00) (the "Original Principal Amount") in lawful money of the United
States of America, together with interest on the unpaid balance thereof equal to
one percent (1%) per annum above the prime rate published by The Wall Street
Journal ("Interest"). This Note has been issued pursuant to the terms of that
certain Asset Purchase Agreement ("Asset Agreement") dated February 19, 2000
among Holder, National Care Resources-Colorado, Inc., National Care
Resources-Texas, Inc., TherAmerica, Inc. and the Company.

     1. Payment. Subject to the terms and conditions of this Note, the Original
Principal Amount of this Note plus all Interest shall be due and payable on May
19, 2001.

     2. Manner of Payment. All payments under this Note shall be made in lawful
currency of the United States of America at such place as Holder shall designate
in writing and shall be payable by the Company by wire transfer to an account
designated by Holder or a cashier's or certified check drawn on a federally
insured lending institution.

     3. Prepayments. The Company shall be entitled to prepay any portion of the
principal amount due hereunder without penalty.

     4. Transferability. This Note may be transferred or assigned by the Holder
upon written notice of such transfer or assignment to the Company specifying the
party to whom the Note has been transferred or assigned and the address for
payment of amounts due under this Note.


<PAGE>


     5. SUBORDINATION AGREEMENT. HOLDER, BY ACCEPTANCE OF THIS NOTE,
ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF FEBRUARY 19, 2000 AMONG HOLDER, THE COMPANY
AND BANC OF AMERICA COMMERCIAL FINANCE CORPORATION.

     6. Miscellaneous.

     (a) Set Off. The Company shall be entitled to offset against amounts
due to Holder under this Note all damages, losses, deficiencies, liabilities,
costs and expenses (including reasonable attorneys' fees) suffered, incurred or
sustained, directly or indirectly, by the Company (i) because a representation
or warranty of Holder or Shareholder contained in the Asset Agreement is false
or materially misleading or (ii) which arise or relate from or relate to any
breach of or failure by Holder or Shareholder to perform any of their
representations, warranties, covenants or agreements contained in the Asset
Agreement.

     (b) Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Florida.

     (c) Entire Agreement. This Note, together with all of the other documents
executed in connection herewith, constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.

     (d) Amendments. No term of this Note may be amended, waived, discharged or
terminated except by a written instrument signed by the Company
and Holder.

     (e) Notices. All notices, requests, demands and other communications
made under this Note shall be in writing, correctly addressed to the recipient
at the addresses set forth under such recipient's signature on the signature
page hereto and shall be deemed to have been duly given (a) upon delivery, if
served personally on the party to whom notice is to be given, (b) on the date of
receipt, refusal or non-delivery indicated on the receipt if mailed to the party
to whom notice is to be given by registered or certified mail, postage prepaid,
or by overnight courier (such as FedEx), or (c) upon confirmation of
transmission, if sent by telecopier. Any party may give written notice of a
change of address in accordance with the provisions of this Section 6(e) and
after such notice of change has been received, any subsequent notice shall be
given to such party in the manner described at such new address.



<PAGE>


     (f) Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to Holder upon any breach or default of the Company
under this Note shall impair any such right, power or remedy of Holder nor shall
it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of Holder of any breach
or default under this Note, or any waiver on the part of Holder of any provision
or condition of this Note must be made in writing and shall be effective only to
the extent specifically set forth in such writing and executed by the party to
be bound. All remedies either under this Note or by law or otherwise afforded to
Holder, shall be cumulative and not alternative.

     (g) Waiver of Notice; Attorneys' Fees. The Company waives presentment,
protest, notice, notice of protest and notice of dishonor and agrees to pay all
costs, including reasonable attorneys' fees, whether suit be brought or not, if
after maturity of this Note or default hereunder, counsel shall be employed to
collect this Note.

     (h) Severability. In case any provision of this Note shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and
the invalid, illegal or unenforceable provision shall be replaced by a mutually
acceptable valid, legal and enforceable provision that comes closest to the
intent of the parties.

     (i) Titles. The titles of the Sections and subsections of this Note
are for convenience or reference only and are not to be considered in construing
this Note.

     IN WITNESS WHEREOF, this Note is executed as of the date first above
written.
                               MEDICAL STAFFING NETWORK, INC.


                               By: _________________________________
                                      Robert J. Adamson, President
                                      Address:  3111 North
                                                University Drive
                                                Suite 406
                                                Coral Springs, FL 33065

ACCEPTED AND AGREED:

MEDIX RESOURCES, INC.


By: _________________________________
Name: _____________________________
Title: _____________________________
Address: 7100 East Belleview Avenue, Suite 301
               Englewood, CO 80111