EXHIBIT 10.12
                              REVOLVING CREDIT NOTE 

$2,500,000.00                                                  November 12, 1997

      For value received,  the undersigned,  MEDICAL ASSET  MANAGEMENT,  INC., a
Delaware   corporation   and  HEALTHCARE   PROFESSIONAL   MANAGEMENT,   INC.,  a
Pennsylvania  corporation  (collectively,  "Borrower"),  jointly  and  severally
promise  to pay,  in lawful  money of the  United  States,  to the order of HCFP
FUNDING,  INC., a Delaware  corporation  ("Lender"),  the  principal  sum of Two
Million Five Hundred  Thousand and No/100  Dollars  ($2,500,000.00),  or so much
thereof as shall be advanced or  readvanced  and shall  remain  unpaid under the
Loan  established  pursuant to that certain Loan and Security  Agreement of even
date  with  this  Note by and  among  the  undersigned  and  Lender  (the  "Loan
Agreement"),  plus interest on the unpaid balance thereof, computed on a 360-day
basis,  at the rate per  annum  that is set  forth  in the Loan  Agreement.  All
capitalized  terms  used,  and  not  otherwise  specifically  defined,  in  this
Revolving  Credit Note ("Note") shall have the meanings  ascribed to them in the
Loan Agreement.

      This Note shall  evidence the  undersigned's  obligation to repay all sums
advanced by Lender  from time to time under and as part of the Loan.  The actual
amount due and owing from time to time  under  this Note shall be  evidenced  by
Lender's records of receipts and  disbursements  with respect to the Loan, which
shall be conclusive evidence of that amount, absent manifest error.

      Interest  hereon  shall be  payable  monthly,  in  arrears,  on the  first
Business Day of each month hereafter (for the previous  month).  For purposes of
this Note,  a  "Business  Day"  shall  mean any day on which  banks are open for
business in Maryland, excluding Saturdays and Sundays.

      This Note shall  become due and  payable  upon the earlier to occur of (i)
the  expiration  of the  Term,  or (ii) any  Event  of  Default  under  the Loan
Agreement,  or any other event under any other Loan Documents which would result
in this Note  becoming  due and  payable.  At such time,  the  entire  principal
balance of this Note and all other fees,  costs and expenses,  if any,  shall be
due and payable in full.  Lender shall then have the option at any time and from
time to time to exercise  all of the rights and  remedies set forth in this Note
and in the other Loan  Documents,  as well as all rights and remedies  otherwise
available  to Lender at law or in  equity,  to collect  the unpaid  indebtedness
under  this Note and the other  Loan  Documents.  This  Note is  secured  by the
Collateral, as defined in and described in the Loan Agreement.

      Whenever any principal  and/or  interest  and/or fee under this Note shall
not be paid  when  due,  whether  at the  stated  maturity  or by  acceleration,
interest on such unpaid amounts shall  thereafter be payable at a rate per annum
equal to five  percentage  points above the stated rate of interest on this Note
until such amounts shall be paid.

                                       
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      The  undersigned  and Lender intend to conform  strictly to the applicable
usury laws in effect from time to time during the term of the Loan. Accordingly,
if any transaction  contemplated  hereby would be usurious under such laws, then
notwithstanding  any other provision  hereof:  (a) the aggregate of all interest
that is contracted for, charged,  or received under this Note or under any other
Loan  Document  shall not  exceed  the  maximum  amount of  interest  allowed by
applicable law, and any excess shall be promptly  credited to the undersigned by
Lender  (or, to the extent that such  consideration  shall have been paid,  such
excess shall be promptly refunded to the undersigned by Lender); (b) neither the
undersigned  nor any other  Person  (as  defined in the Loan  Agreement)  now or
hereafter liable hereunder shall be obligated to pay the amount of such interest
to the  extent  that  it is in  excess  of the  maximum  interest  permitted  by
applicable  law; and (c) the effective  rate of interest shall be reduced to the
Highest Lawful Rate (as defined in the Loan Agreement). All sums paid, or agreed
to be paid,  to Lender for the use,  forbearance,  and  detention of the debt of
Borrower  to Lender  shall,  to the  extent  permitted  by  applicable  law,  be
allocated throughout the full term of this Note until payment is made in full so
that the actual  rate of  interest  does not exceed the  Highest  Lawful Rate in
effect at any  particular  time during the full term  thereof If at any time the
rate of interest  under the Note exceeds the Highest  Lawful  Rate,  the rate of
interest  to accrue  pursuant  to this Note  shall be  limited,  notwithstanding
anything to the contrary herein,  to the Highest Lawful Rate, but any subsequent
reductions in the Base Rate shall not reduce the interest to accrue  pursuant to
this Note  below the  Highest  Lawful  Rate until the total  amount of  interest
accrued  equals the amount of interest that would have accrued if a varying rate
per annum  equal to the  interest  rate  under the Note had at all times been in
effect.  If the total amount of interest  paid or accrued  pursuant to this Note
under the  foregoing  provisions  is less than the total amount of interest that
would have accrued if a varying rate per annum equal to the interest  rate under
this Note had been in effect,  then the  undersigned  agrees to pay to Lender an
amount  equal to the  difference  between  (a) the  lesser of (i) the  amount of
interest  that would have  accrued if the  Highest  Lawful Rate had at all times
been in effect,  or (ii) the  amount of  interest  that would have  accrued if a
varying  rate per annum  equal to the  interest  rate  under the Note had at all
times been in effect,  and (b) the amount of interest accrued in accordance with
the other provisions of this Note and the Loan Agreement.

      This Note is the "Note" referred to in the Loan  Agreement,  and is issued
pursuant thereto. Reference is made to the Loan Agreement for a statement of the
additional rights and obligations of the undersigned and Lender. In the event of
any conflict  between the terms hereof and the terms of the Loan Agreement,  the
terms  of the  Loan  Agreement  shall  prevail.  All of  the  terms,  covenants,
provisions, conditions,  stipulations,  promises and agreements contained in the
Loan Documents to be kept, observed and/or performed by the undersigned are made
a part of this Note and are  incorporated  herein by this  reference to the same
extent  and with the same  force  and  effect  as if they  were  fully set forth
herein,  and the  undersigned  promises and agrees to keep,  observe and perform
them or cause them to be kept,  observed and  performed,  strictly in accordance
with the terms and provisions thereof.

      Each party  liable  hereon in any  capacity,  whether as maker,  endorser,
surety,  guarantor or otherwise,  (i) waives  presentment  for payment,  demand,
protest and notice of presentment,  notice


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of protest,  notice of non-payment  and notice of dishonor of this debt and each
and  every  other  notice  of any  kind  respecting  this  Note  and all lack of
diligence or delays in collection or enforcement hereof, (ii) agrees that Lender
and any subsequent holder of this Note, at any time or times,  without notice to
the undersigned or its consent,  may grant extensions of time,  without limit as
to the number of the aggregate period of such extensions, for the payment of any
principal,  interest or other sums due hereunder,  (iii) to the extent permitted
by law, waives all exemptions under the laws of the State of Maryland and/or any
state or territory of the United  States,  (iv) to the extent  permitted by law,
waives  the  benefit of any law or rule of law  intended  for its  advantage  or
protection  as an obliger  hereunder or  providing  for its release or discharge
from  liability  hereon,  in  whole  or in  part,  on  account  of any  facts or
circumstances other than full and complete payment of all amounts due hereunder,
and (v) agrees to pay, in  addition to all other sums of money due,  all cost of
collection and attorney's fees,  whether suit be brought or not, if this Note is
not paid in full when due, whether at the stated maturity or by acceleration.

      No waiver by  Lender or any  subsequent  holder of this Note of any one or
more defaults by the  undersigned in the  performance of any of its  obligations
hereunder  shall  operate or be construed  as a waiver of any future  default or
defaults, whether of a like or different nature. No failure or delay on the part
of Lender in exercising any right,  power or remedy under this Note  (including,
without  limitation,  the  right to  declare  this Note due and  payable)  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such right,  power or remedy preclude any other or further  exercise  thereof or
the exercise of any other right, power or remedy.

      If any term,  covenant or condition of this Note,  or the  application  of
such term,  covenant or condition to any party or circumstance shall be found by
a  court  of  competent   jurisdiction   to  be,  to  any  extent,   invalid  or
unenforceable,  the  remainder  of this Note and the  application  of such term,
covenant,  or condition to parties or circumstances other than those as to which
it is held invalid or  unenforceable,  shall not be affected  thereby,  and each
term,  covenant or condition  shall be valid and enforced to the fullest  extent
permitted by law. Upon determination  that any such term is invalid,  illegal or
unenforceable, the undersigned shall cooperate with Lender to amend this Note so
as to effect the  original  intent of the  parties as closely as  possible in an
acceptable manner.

      No amendment,  supplement or  modification  of this Note nor any waiver of
any  provision  hereof  shall be made  except in writing  executed  by the party
against whom enforcement is sought.

      This Note shall be binding upon the  undersigned  and its  successors  and
assigns.  Notwithstanding  the foregoing,  the undersigned may not assign any of
its  rights or  delegate  any of its  obligations  hereunder  without  the prior
written consent of Lender, which may be withheld in its sole discretion.

      THIS NOTE IS TO BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS
OF  THE  STATE  OF  MARYLAND   WITHOUT  RESPECT  TO  ANY  

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OTHERWISE APPLICABLE CONFLICTS-OF-LAWS PRINCIPLES, BOTH AS TO INTERPRETATION AND
PERFORMANCE,  AND THE PARTIES  EXPRESSLY  CONSENT AND AGREE TO THE NON-EXCLUSIVE
JURISDICTION  OF THE  COURTS  OF THE STATE OF  MARYLAND  AND THE  UNITED  STATES
DISTRICT  COURT FOR THE  DISTRICT OF MARYLAND  AND TO THE LAYING OF VENUE IN THE
STATE OF  MARYLAND,  WAIVING  ALL CLAIMS OR  DEFENSES  BASED ON LACK OF PERSONAL
JURISDICTION,  IMPROPER VENUE,  INCONVENIENT FORUM OR THE LIKE.  BORROWER HEREBY
CONSENTS TO SERVICE OF PROCESS BY MAILING A COPY OF THE SUMMONS TO BORROWER,  BY
CERTIFIED OR REGISTERED MAIL,  POSTAGE PREPAID,  TO BORROWER'S ADDRESS SET FORTH
IN SECTION  9.4 OF THE LOAN  AGREEMENT.  BORROWER  FURTHER  WAIVES ANY CLAIM FOR
CONSEQUENTIAL  DAMAGES IN RESPECT OF ANY ACTION  TAKEN OR OMITTED TO BE TAKEN BY
LENDER IN GOOD FAITH.

      THE  UNDERSIGNED  HEREBY (A)  COVENANTS AND AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY,  AND (B) WAIVES ANY RIGHT TO TRIAL
BY JURY FULLY TO THE EXTENT  THAT ANY SUCH RIGHT SHALL NOW OR  HEREAFTER  EXIST.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN  KNOWINGLY AND VOLUNTARILY BY THE
UNDERSIGNED, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY  TRIAL  WOULD  OTHERWISE  ACCRUE.
LENDER IS  HEREBY  AUTHORIZED  AND  REQUESTED  TO SUBMIT  THIS NOTE TO ANY COURT
HAVING  JURISDICTION  OVER THE SUBJECT MATTER AND THE PARTIES  HERETO,  SO AS TO
SERVE AS CONCLUSIVE  EVIDENCE OF THE  UNDERSIGNED'S  WAIVER OF THE RIGHT TO JURY
TRIAL. FURTHER, THE UNDERSIGNED HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT
OF LENDER (INCLUDING LENDER'S COUNSEL) HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,
TO ANY  BORROWER  THAT LENDER  WILL NOT SEEK TO ENFORCE  THIS WAIVER OF RIGHT TO
JURY TRIAL PROVISION.

      THE UNDERSIGNED HEREBY AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE
ANY COURT OF RECORD IN THE UNITED STATES OR THE CLERK OF SUCH COURT TO APPEAR ON
BEHALF OF THE UNDERSIGNED IN ANY COURT IN ONE OR MORE PROCEEDINGS, OR BEFORE ANY
CLERK THEREOF OF PROTHONOTARY OR OTHER COURT OFFICIAL,  AND TO CONFESS  JUDGMENT
AGAINST THE  UNDERSIGNED  IN FAVOR OF LENDER IN THE FULL AMOUNT DUE ON THIS NOTE
INCLUDING PRINCIPAL,  ACCRUED INTEREST AND ANY AND ALL CHARGES,  FEES AND COSTS)
PLUS  ATTORNEYS'  FEES EQUAL TO FIFTEEN  PERCENT  (15%) OF THE AMOUNT DUE,  PLUS
COURT  COSTS,  ALL WITHOUT  PRIOR  NOTICE OR  OPPORTUNITY  OF BORROWER FOR PRIOR
HEARING.  THE UNDERSIGNED  AGREES AND CONSENTS THAT VENUE AND JURISDICTION SHALL
BE PROPER IN THE  CIRCUIT  COURT OF ANY  COUNTY OF THE STATE OF  MARYLAND  OR OF
BALTIMORE  CITY,  MARYLAND,  

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OR IN THE  UNITED  STATES  DISTRICT  COURT FOR THE  DISTRICT  OF  MARYLAND.  THE
UNDERSIGNED WAIVES THE BENEFIT OF ANY AND EVERY STATUTE,  ORDINANCE,  OR RULE OF
COURT  WHICH  MAY BE  LAWFULLY  WAIVED  CONFERRING  UPON  BORROWER  ANY RIGHT OR
PRIVILEGE OF EXEMPTION,  HOMESTEAD RIGHTS,  STAY OF EXECUTION,  OR SUPPLEMENTARY
PROCEEDINGS,  OR OTHER RELIEF FROM THE ENFORCEMENT OR IMMEDIATE ENFORCEMENT OF A
JUDGMENT OR RELATED PROCEEDINGS ON A JUDGMENT. THE AUTHORITY AND POWER TO APPEAR
FOR AND ENTER JUDGMENT AGAINST THE UNDERSIGNED  SHALL NOT BE EXHAUSTED BY ONE OR
MORE EXERCISES THEREOF,  OR BY ANY IMPERFECT EXERCISE THEREOF,  AND SHALL NOT BE
EXTINGUISHED BY ANY JUDGMENT ENTERED PURSUANT THERETO;  SUCH AUTHORITY AND POWER
MAY BE  EXERCISED  ON ONE OR MORE  OCCASIONS  FROM TIME TO TIME,  IN THE SAME OR
DIFFERENT JURISDICTIONS, AS OFTEN AS LENDER SHALL DEEM NECESSARY, CONVENIENT, OR
PROPER.

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<PAGE>



      IN WITNESS WHEREOF,  the undersigned have caused their authorized officers
to execute this Note as of the date first above written.

BORROWER:

ATTEST:                                   MEDICAL ASSET MANAGEMENT, INC.
                                          a Delaware corporation

By: /s/ D. Kent Norton                    By:  /s/ C. Underwood         [SEAL]
    ----------------------                     -------------------------
Name:  D. Kent Norton                     Name:  Clarke Underwood
Title:  V.P.                              Title:  Chief Financial Officer

ATTEST:                                   HEALTHCARE PROFESSIONAL
                                          MANAGEMENT, INC.
                                          a Pennsylvania corporation

By: /s Arnold M. Neuuman                 By:                           [SEAL]
    ----------------------                   ------------------------
Name:                                     Name:  Anthony F. Aulicino
Title:                                    Title  Sr. Vice President


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