<PAGE>   1
                                                                    Exhibit 10.5

                                                                   

                            BUSINESS LOAN AGREEMENT
<TABLE>
-----------------------------------------------------------------------------------------------------------------------
 PRINCIPAL       LOAN DATE       MATURITY       LOAN NO      CALL    COLLATERAL    ACCOUNT     OFFICER     INITIALS
<S>             <C>             <C>            <C>           <C>     <C>           <C>         <C>         <C>
-----------------------------------------------------------------------------------------------------------------------
$200,000.00     06-03-1998      06-03-1999     4000044208     4A         155                     809      
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
-------------------------------------------------------------------------------

<TABLE>
<S>        <C>                                                            <C>      <C>
BORROWER:  Nu-Wave Health Products, Inc. (TIN: TBO)                       LENDER:  REPUBLIC BANK
           5906-A Hampton Oaks Parkway                                             CORPORATE BANKING/NORTH PINELLAS
           Tampa, FL  33810                                                        P.O. BOX  33008
                                                                                   RBC SUITE 202
                                                                                   ST. PETERSBURG, FL  33733
</TABLE>


THIS BUSINESS LOAN AGREEMENT between Nu-Wave Health Products, Inc. ("Borrower") 
and REPUBLIC BANK ("Lender") is made and executed on the following terms and
conditions.  Borrower has received prior commercial loans from Lender or has
applied to Lender for a commercial loan or loans and other financial
accommodations, including those which may be described on any exhibit or
schedule attached to this Agreement.  All such loans and financial
accommodations, together with all future loans and financial accommodations
from Lender to Borrower, are referred to in this Agreement individually as the
"Loan" and collectively as the "Loans."  Borrower understands and agrees that:
(a) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements, as set forth in this
Agreement; (b) the granting, renewing or extending of any Loan by Lender at all
times shall be subject to Lender's sole judgment and discretion; and (c) all
such Loans shall be and shall remain subject to the following terms and
conditions of this Agreement.

TERM.  This Agreement shall be effective as of June 3, 1998, and shall continue
thereafter until all indebtedness of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meaning when used in
this Agreement.  Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code.  All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

     AGREEMENT.  The word "Agreement" means this Business Loan Agreement, as
     this Business Loan Agreement may be amended or modified from time to time,
     together with all exhibits and schedules attached to this Business Loan
     Agreement from time to time.

     BORROWER.  The word "Borrower" means Nu-Wave Health Products, Inc.  The
     word "Borrower" also includes, as applicable, all subsidiaries and
     affiliates of Borrower as provided below in the paragraph titled
     "Subsidiaries and Affiliates."

     CERCLA.  The word "CERCLA" means the Comprehensive Environmental Response,
     Compensation, and Liability Act of 1980, as amended.

     COLLATERAL.  The word "Collateral" means and includes without limitation
     all property and assets granted as collateral security for a Loan, whether
     real or personal property, whether granted directly or indirectly, whether
     granted now or in the future, and whether granted in the form of a security
     interest, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt, lien, charge, lien or title retention contract, lease or
     consignment intended as a security device, or any other security or lien
     interest whatsoever whether created by law, contract, or otherwise.

     ERISA.  The word "ERISA" means the Employee Retirement Income Security Act
     of 1974, as amended.

     EVENT OF DEFAULT.  The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "EVENTS OF DEFAULT."

     GRANTOR.  The word "Grantor" means and includes without limitation each and
     all of the persons or entities granting a Security Interest in any
     Collateral for the Indebtedness, including without limitation all Borrowers
     granting such a Security Interest.

     INDEBTEDNESS.  The word "Indebtedness" means and includes without
     limitation all Loans, together with all other obligations, debts and
     liabilities of Borrower to Lender, or any one or more of them, as well as
     all claims by Lender against Borrower, or any one or more of them; whether
     now or hereafter existing, voluntary or involuntary, due or not due,
     absolute or contingent, liquidated or unliquidated; whether Borrower may be
     liable individually or jointly with others; whether Borrower may be
     obligated as a guarantor, surely, or otherwise; whether recovery upon such
     indebtedness may be or hereafter may become barred by any statute of
     limitations; and whether such indebtedness may be or hereafter may become
     otherwise unenforceable.

     LENDER.  The word "Lender" means REPUBLIC BANK, its successors and assigns.

     LOAN.  The word "Loan" or "Loans" means and includes without limitation any
     and all commercial loans and financial accommodations from Lender to
     Borrower, whether, now or hereafter existing, and however evidenced,
     including without limitation those loans and financial accommodations
     described herein or described on any exhibit or schedule attached to this
     Agreement from time to time.

     NOTE.  The word "Note" means and includes without limitation Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations in
     favor of Lender, as well as any substitute, replacement or refinancing note
     or notes therefor.

     PERMITTED LIENS.  The words "Permitted Liens" means: (a) liens and security
     interests securing indebtedness owed by Borrower to Lender; (b) liens for
     taxes, assessments, or similar charges either not yet due or being
     contested in good faith; (c) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and securing obligations which are not yet delinquent; (d) purchase money
     liens or purchase money security interests upon or in any property acquired
     or held by Borrower in the ordinary course of business to secure
     indebtedness outstanding on the care of this Agreement or permitted to be
     incurred under the paragraph of this Agreement titled "Indebtedness and
     Liens;" (e) liens and security interests which, as of the date of this
     Agreement, have been disclosed and approved by the Lender in writing; and
     (f) those liens and security interests which in the aggregate constitute an
     immaterial and insignificant monetary amount with respect to the net value
     of Borrower's assets.

     RELATED DOCUMENTS.  The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements and 
<PAGE>   2

06-03-1998                   BUSINESS LOAN AGREEMENT                      PAGE 2
LOAN NO 4000044208                 (CONTINUED)


     documents, whether now or hereafter existing, executed in connection with
     the indebtedness.

     SECURITY AGREEMENT. The words "Security Agreement" mean and include
     without limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     SECURITY INTEREST. The words "Security Interest" mean and include without
     limitation any type of collateral security, whether in the term of a lien,
     charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt, lien or title retention contract, lease or consignment intended
     as a security device, or any other security or lien interest whatsoever,
     whether created by law, contract, or otherwise.

     SARA. The word "SARA" means the Superfund Amendments and Reauthorization
     Act of 1986 as now or hereafter amended.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Loan Advance and each subsequent Loan Advance under this agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related Documents.

     LOAN DOCUMENTS. Borrower shall provide to Lender in form satisfactory to
     Lender the following documents for the Loan; (a) the Note, (b) Security
     Agreements granting to Lender security interests in the Collateral, (c)
     Financing Statements perfecting Lender's Security Interests; (d) evidence
     of insurance as required below; and (e) any other documents required under
     this Agreement or by Lender or its counsel.

     BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
     substance satisfactory to Lender properly certified resolutions, duly
     authorizing the execution and delivery of this Agreement, the Note and
     Related Documents, and such other authorizations and other documents and
     instruments as Lender or its counsel, in their sole discretion, may
     require.

     PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees,
     charges, and other expenses which are then due and payable as specified in
     this Agreement or any Related Document.

     REPRESENTATIONS AND WARRANTIES. The representations and warranties set
     forth in this Agreement, in the Related Documents, and in any document or
     certificate delivered to Lender under this Agreement are true and correct.

     NO EVENT OF DEFAULT. There shall not exist at the time of any advance a
     condition which would constitute an Event of Default under this Agreement.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceed, as of the date of any renewal, extension or modification of any Loan,
and at all times any indebtedness exists:

     ORGANIZATION. Borrower is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the State of Florida and
     is validly existing and in good standing in all states in which Borrower
     is doing business. Borrower has the full power and authority to own its
     properties and to transact the businesses in which it is presently engaged
     or presently proposes to engage. Borrower also is duly qualified as a
     foreign corporation and is in good standing in all states in which the
     failure to so qualify would have a material adverse effect on its
     businesses or financial condition.

     AUTHORIZATION. The execution, delivery, and performance of this Agreement
     and all Related Documents by Borrower, to the extent to be executed,
     delivered or performed by Borrower, have been duly authorized by all
     necessary action by Borrower; do not require the consent or approval of
     any other person, regulatory authority or governmental body; and do not
     conflict with, result in violation of, or constitute a default under (a)
     any provision of its articles of incorporation or organization, or bylaws,
     or any agreement or other instrument binding upon Borrower or (b) any law,
     governmental regulation, court decree, or order applicable to Borrower.

     FINANCIAL INFORMATION. Each financial statement of Borrower supplied to
     Lender truly and completely disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change
     in Borrower's financial condition subsequent to the date of the most
     recent financial statement supplied to the Lender. Borrower has no
     material contingent obligations except as disclosed in such financial
     statements.

     LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
     required hereunder to be given by Borrower when delivered will constitute,
     legal, valid and binding obligations of Borrower enforceable against
     Borrower in accordance with their respective terms.

     PROPERTIES. Except as contemplated by this Agreement or as previously
     disclosed in Borrower's financial statements or in writing to Lender and
     as accepted by Lender, and except for property tax liens for taxes not
     presently due and payable, Borrower owns and has good title to all of
     Borrower's properties free and clear of all Security Interests, and has
     not executed and security documents or financing statements relating to
     such properties. All of Borrower's properties are titled in Borrower's
     legal name, and Borrower has not used, or filed a financing statement
     under, any other name for at least the last five (5) years.

     HAZARDOUS SUBSTANCES. The terms "hazardous waste," "hazardous substance,"
     "disposal," "release," and "threatened release," as used in this Agreement,
     shall have the same meanings as set forth in the "CERCLA," "SARA," the
     Hazardous Material Transportation Act, 49 U.S.C. Section 1801, et seq., the
     Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or
     other applicable state or Federal laws, rules, or regulations adopted
     pursuant to any of the foregoing. Except as disclosed to and acknowledged
     by Lender in writing, Borrower represents and warrants that: (a) During the
     period of Borrower's ownership of the properties, there has been no use,
     generation, manufacture, storage, treatment, disposal, release or
     threatened release of any hazardous waste or substance by any person on,
     under, about or from any of the properties. (b) Borrower has no knowledge
     of, or reason to believe that there has been (i) any use, generation,
     manufacture, storage, treatment, disposal, release or threatened release of
     any hazardous waste or substance on, under, about or from the properties by
     any prior owners or occupants of the properties, or (ii) any actual or
     threatened litigation or claims of any kind by any person relating to such
     matters. (c) Neither Borrower nor any tenant, contractor, agent or other
     authorized user of any of the properties shall use, generate, manufacture,
     store, treat, dispose of, or release any hazardous waste or substance on,
     under, about or from any of the properties; and any such activity shall be
     conducted in compliance with all applicable federal, state, and local laws,
     regulations, and ordinances, including without limitation those laws,
     regulations and ordinances described above. Borrower authorizes Lender and
     its agents to enter upon the properties to make such inspections and tests
     as Lender may deem appropriate to determine compliance of the properties
     with this section of the Agreement. Any inspections or tests made by Lender
     shall be at Borrower's expense and for Lender's purposes only and shall not
     be construed to create any responsibility or liability on the part of
     Lender to Borrower or to any other person. The representations and
     warranties contained herein are based on Borrower's due diligence in
     investigating the properties for hazardous wastes and hazardous substances.
     Borrower hereby (a) releases and waives any future claims against Lender
     for indemnity or contribution in the event Borrower becomes liable for
     cleanup or other costs under such laws, and (b) agrees to indemnify and
     hold harmless Lender against any and all claims, losses, liabilities,
     damages, penalties, and expenses which Lender may directly or indirectly
     sustain or suffer resulting from a breach of this section of the Agreement
     or as a consequence of any use, generation, manufacture, storage,
     treatment, disposal, release or threatened release occurring prior to
     Borrower's ownership or interest in the properties, whether or not the same
     was or should have been known to Borrower. The provisions of this section
     of the Agreement, including the obligation to indemnity, shall survive the
     payment of the indebtedness and the termination or expiration of this
     Agreement and shall not be affected by Lender's acquisition of any interest
     in any of the properties, whether by foreclosure or otherwise.
<PAGE>   3
06-03-1998                 BUSINESS LOAN AGREEMENT                      PAGE 3
LOAN NO 4000044208              (CONTINUED)


     LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
     proceeding or similar action (including those for unpaid taxes) against
     Borrower is pending or threatened, and no other event has occurred which
     may materially adversely affect Borrower's financial condition or
     properties, other than litigation, claims, or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing. 

     TAXES. To the best of Borrower's knowledge, all tax returns and reports of
     Borrower that are or were required to be filed, have been filed, and all
     taxes, assessments and other governmental charges have been paid in full,
     except those presently being or to be contested by Borrower in good faith
     in the ordinary course of business and for which adequate reserves have
     been provided. 

     LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing,
     Borrower has not entered into or granted any Security Agreements, or
     permitted the filing or attachment of any Security Interests on or
     affecting any of the Collateral directly or indirectly securing repayment
     of Borrower's Loan and Note, that would be prior or that may in any way be
     superior to Lender's Security Interests and rights in and to such
     Collateral. 

     BINDING EFFECT. This Agreement, the Note, all Security Agreements directly
     or indirectly securing repayment of Borrower's Loan and Note and all of
     the Related Documents are binding upon Borrower as well as upon Borrower's
     successors, representatives and assigns, and are legally enforceable in
     accordance with their respective terms. 

     COMMERCIAL PURPOSES. Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes.

     EMPLOYMENT BENEFIT PLANS. Each employee benefit plan as to which Borrower
     may have any liability complies in all material respects with all
     applicable requirements of law and regulations, and (i) no Reportable
     Event nor Prohibited Transaction (as defined in ERISA) has occurred with
     respect to any such plan, (ii) Borrower has not withdrawn from any such
     plan or initiated steps to do so, (iii) no steps have been taken to
     terminate any such plan, and (iv) there are no unfunded liabilities other
     than those previously disclosed to Lender in writing. 

     LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business,
     or Borrower's Chief executive office, if Borrower has designated otherwise
     in writing this location is also the office or offices where Borrower keeps
     its records concerning the Collateral. 

     INFORMATION. All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection with
     this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender will
     be, true and accurate in every material respect on the date as of which
     such information is dated or certified; and none of such information is or
     will be incomplete by omitting to state any material fact necessary to
     make such information not misleading. 

     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understanding and
     agrees that Lender, without independent investigation, is relying upon the
     above representations and warranties in extending Loan Advances to
     Borrower. Borrower further agrees that the foregoing representations and
     warranties shall be continuing in nature and shall remain in full force
     and effect until such time as Borrower's indebtedness shall be paid in full
     or until this Agreement shall be terminated in the manner provided above,
     whichever is the last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while
     this Agreement is in effect, Borrower will: 

     LITIGATION. Promptly inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, and (b) all existing and all
     threatened litigation, claims, investigations, administrative proceeding
     or similar actions affecting Borrower or any Guarantor which could
     materially affect the financial condition of Borrower of the financial
     condition of any Guarantor. 

     FINANCIAL RECORDS. Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and permit Lender to examine and audit Borrower's books and records at
     all reasonable times.

     ADDITIONAL INFORMATION. Furnish such additional information and
     statements, lists of assets and liabilities, aging of receivables and
     payables, inventory schedules, budgets, forecasts, tax returns, and other
     reports with respect to Borrower's financial condition and business
     operations as Lender may request from time to time. 

     INSURANCE. Maintain fire and other risk insurance, public liability
     insurance, and such other insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts, coverages and with
     insurance companies reasonably acceptable to Lender. Borrower, upon
     request to Lender, will deliver to Lender from time to time the policies
     or certificates of insurance in form satisfactory to Lender, including
     stipulations that coverages will not be cancelled or diminished without at
     least ten (10) days' prior written notice to Lender. Each insurance policy
     also shall include an endorsement providing that coverage in favor of
     Lender will not be impaired in any way by any act, omission or default of
     Borrower or any other person. In connection with all policies covering
     assets in which Lender holds or is offered a security interest for the
     Loans. Borrower will provide Lender with such loss payable or other
     endorsements as Lender may require.

     INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
     each existing insurance policy showing such information as Lender may
     reasonably request, including without limitation the following: (a) the
     name of the insurer; (b) the risks insured; (c) the amount of the policy;
     (d) the properties insured; (e) the then current property values on the
     basis of which insurance has been obtained, and the manner of determining
     those values; and (f) the expiration date of the policy. In addition, upon
     request of Lender (however not more often than annually), Borrower will
     have an independent appraiser satisfactory to Lender determine, as
     applicable, the actual cash value or replacement cost of any Collateral.
     The cost of such appraisal shall be paid by Borrower.

     OTHER AGREEMENTS. Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements. 

     LOAN FEES AND CHARGES. Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements. 

     TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
     indebtedness and obligation, including without limitation all assessments,
     taxes, governmental charges, levies and liens, of every kind and nature,
     imposed upon Borrower or its properties, income, or profits, prior to the
     date on which penalties would attach, and all lawful claims that, if
     unpaid, might become a lien or charge upon any of Borrower's properties
     long as (a) the legality of the same shall be contested in good faith by
     corporate proceedings, and (b) Borrower shall have established on its books
     adequate reserves with respect to such contested assessment, tax, charge,
     levy, lien, or claim in accordance with generally accepted accounting
     practices. Borrower, upon demand of Lender, will furnish to Lender evidence
     of payment of the assessments, taxes, charges, levies, liens and claims and
     will authorize the appropriate governmental official to deliver to Lender
     at any time a written statement of any assessments, taxes, charges, levies,
     liens and claims against Borrower's properties, income, or profits.

     PERFORMANCE. Perform and comply with all terms, conditions, and provisions
     set forth in this Agreement and in the Related Documents in a timely
     manner, and promptly notify Lender if Borrower learns of the occurrence of
     any event which constitutes an Event of Default under this Agreement or
     under any of the Related Documents. 

     OPERATIONS. Maintain executive and management personnel with substantially
     the same qualifications and experiences as the present executive
<PAGE>   4
 06-03-1998                 BUSINESS LOAN AGREEMENT                       Page 4
 Loan No 4000044208               (Continued)

      and management personnel: provide written notice to Lender of any change
      in executive and management personnel: conduct its business affairs in a
      reasonable and prudent manner and in compliance with all applicable
      federal, state and municipal laws, ordinances, rules and regulations
      respecting its properties, charters, businesses and operations, including
      without limitation, compliance with the Americans With Disabilities Act
      and with all minimum funding standards and other requirements of ERISA and
      other laws applicable to Borrower's employee benefit plans.

      INSPECTION. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's other
      properties and to examine or audit Borrower's books, accounts, and records
      and to make copies and memoranda of Borrower's books, accounts, and
      records. If Borrower now or at any time hereafter maintains any records
      (including without limitation computer generated records and computer
      software programs for the generation of such records) in the possession of
      a third party, Borrower, upon request of Lender, shall notify such party
      to permit Lender free access to such records at all reasonable times and
      to provide Lender with copies of any records it may request, all at
      Borrower's expense.

      COMPLIANCE CERTIFICATE. Unless waived in writing by Lender, provide Lender
      at least annually and at the time of each disbursement of Loan proceeds
      with a certificate executed by Borrower's chief financial officer, or
      other officer or person acceptable to Lender, certifying that the
      representations and warranties set forth in this Agreement are true and
      correct as of the certificate and further certifying that, as of the date
      of the certificate, no Event of Default exists under this Agreement.

      ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all
      respects with all environmental protection federal, state and local laws,
      statutes, regulations and ordinances; not cause or permit to exist, as a
      result of an intentional or unintentional action or omission on its part
      or on the part of any third party, on property owned and/or occupied by
      Borrower, any environmental activity where damage may result to the
      environment, unless such environmental activity is pursuant to and in
      compliance with the conditions of a permit issued by the appropriate
      federal, state or local governmental authorities: shall furnish to Lender
      promptly and in any event within thirty (30) days after receipt thereof a
      copy of any notice, summons, lien, citation, directive, letter or other
      communication from any governmental agency or instrumentality concerning
      any intentional action or omission on Borrower's part in connection with
      any environmental activity whether or not there is damage to the
      environment and/or other natural resources.

      ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such
      promissory notes, mortgages, deeds of trust, security agreements,
      financing statements, instruments, documents and other agreements as
      Lender or its attorneys may reasonably request to evidence and secure the
      Loans and to perfect all Security interests. 

  NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
  Agreement is in effect, Borrower shall not, without the prior written consent
  of Lender.

      CONTINUITY OF OPERATIONS. (a) Engage in any business activities
      substantially different than those in which Borrower is presently engaged,
      (b) cease operations, liquidate, merge, transfer, acquire or consolidate
      with any other entity, change ownership, change its name, dissolve or
      transfer or sell Collateral out of the ordinary course of business, (c)
      pay any dividends on Borrower's stock (other than dividends payable in
      (its stock), provided, however that notwithstanding the foregoing, but
      only so long as no Event of Default has occurred and is continuing or
      would result from the payment of dividends, if Borrower is a "Subchapter S
      Corporation" (as defined in the Internal Revenue Code of 1986, as
      amended). Borrower may pay cash dividends on its stock to its shareholders
      from time to time in amounts necessary to enable the shareholders to pay
      income taxes and make estimated income tax payments to satisfy their
      liabilities under federal and state law which arise solely from their
      status as Shareholders of a Subchapter S Corporation because of their
      ownership of shares of stock of Borrower, or (d) purchase or retire any of
      Borrower's outstanding shares or alter or amend Borrower's capital
      structure. Other than those previously disclosed in Bank. 

      LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, invest in or advance money
      or assets. (b) purchase, create or acquire any interest in any other
      enterprise or entity, or (c) incur any obligation as surety or guarantor
      other than in the ordinary course of business.

  CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
  Borrower, whether under this Agreement or under any other agreement, Lender
  shall have no obligation to make Loan Advances or to disburse Loan proceeds
  if: (a) Borrower or any Guarantor is in default under the terms of this
  Agreement or any of the Related Documents or any other agreement that Borrower
  or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes
  insolvent, files a petition in bankruptcy or similar proceedings, or is
  adjudged a bankrupt: (c) there occurs a material adverse change in Borrower's
  financial condition, in the financial condition of any Guarantor, or in the
  value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or
  otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the
  Loan or any other loan with Lender, or (e) Lender in good faith deems itself
  insecure, even though no Event of Default shall have occurred. 

  RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security
  interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
  Lender all Borrower's right, title and interest in and to Borrower's accounts
  with Lender (whether checking, savings, or some other account), including
  without limitation all accounts held jointly with someone else and all
  accounts. Borrower may open in the future, excluding however all IRA and Keogh
  accounts, and all trust accounts for which the grant of a security interest
  would be prohibited by law. Borrower authorizes Lender, to the extent
  permitted by applicable law, to charge or setoff all sums owing on the
  indebtedness against any and all such accounts.

  EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
  under this Agreement:

      DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
      on the Loans.

      OTHER DEFAULTS. Failure of Borrower or any Grantor to comply with or to
      perform when due any other term, obligation, covenant or condition
      contained in this Agreement or in any of the Related Documents, or failure
      of Borrower to comply with or to perform any other term, obligation,
      covenant or condition contained in any other agreement between Lender and
      Borrower.

      DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default
      under any loan, extension of credit, security agreement, purchase or sales
      agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Borrower's property or Borrower's
      or any Grantor's ability to repay the Loans or perform their respective
      obligations under this Agreement or any of the Related Documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by or on behalf of Borrower or any Grantor under this
      Agreement or the Related Documents is false or misleading in any material
      respect at the time made or furnished, or becomes false or misleading at
      any time thereafter.

      DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
      Documents ceases to be in full force and effect (including failure of any
      Security Agreement to Create a valid and perfected Security interest) at
      any time and for any reason.

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout or the commencement of any 

      
<PAGE>   5
                                                                    
06-03-1998                  BUSINESS LOAN AGREEMENT                       PAGE 5
Loan No 4000044208                (Continued)


     processing under any bankruptcy or insolvency laws by or against Borrower.

     CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower, any creditor
     of any Grantor against any collateral securing the indebtedness, or by any
     governmental agency.  This includes a garnishment, attachment, or levy on
     or of any of Borrower's deposit accounts with Lender.  However, this Event
     of Default shall not apply if there is a good faith dispute by Borrower or
     Grantor, as the case may be, as to the validity or reasonableness of the
     claim which is the basis of the creditor or forfeiture proceeding, and if
     Borrower or Grantor gives Lender written notice of the creditor of
     forfeiture proceeding and furnishes reserves or a surety bond for the
     creditor or forfeiture proceeding satisfactory to Lender.

     EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with
     respect to any Guarantor of any of the Indebtedness or any Guarantor dies
     or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any Guaranty of the indebtedness.  Lender, at its option,
     may, but shall not be required to, permit the Guarantor's estate to assume
     unconditionally the obligations arising under the guaranty in a manner
     satisfactory to Lender, and, in doing so, cure the Event of Default.

     CHANGE IN OWNERSHIP.  Any change in ownership of twenty-five percent (25%)
     or more of the common stock of Borrower.

     ADVERSE CHANGE.  A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of the
     indebtedness is impaired.

     INSECURITY.  Lender, in good faith, deems itself insecure.

     RIGHT TO CURE.  If any default, other than a Default on indebtedness, is
     curable and if Borrower or Grantor, as the case may be, has not been given
     a notice of a similar default within the preceding twelve (12) months, it
     may be cured (and no Event of Default will have occurred) if Borrower or
     Grantor, as the case may be, after receiving written notice from Lender
     demanding cure of such default:  (a) cures the default within fifteen (15)
     days; or (b) if the cure requires more than fifteen (15) days, immediately
     initiates steps which Lender deems in Lender's sale discretion to be
     sufficient to cure the default and thereafter continues and completes all
     reasonable and necessary steps sufficient to produce compliance as soon as
     reasonably practical.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make Loan Advances or disbursements), and, at Lender's option,
all indebtedness immediately will become due and payable, all without notice of
any kind to Borrower, except that in the case of an Event of Default of the
type described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional.  In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise.  Except as may be prohibited by applicable law, all of Lender's
rights and remedies shall be cumulative and may be exercised singularly or
concurrently.  Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take
action to perform an obligation of Borrower or of any Grantor shall not affect
Lender's right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement.

     AMENDMENTS.  This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW.  THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED
     BY LENDER IN THE STATE OF FLORIDA.  IF THERE IS A LAWSUIT, BORROWER AGREES
     UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF 
     PINELLAS COUNTY, THE STATE OF FLORIDA.  LENDER AND BORROWER HEREBY WAIVE
     THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM 
     BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER.  THIS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF FLORIDA.

     CAPTION HEADINGS.  Caption Headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Agreement.

     CONSENT TO LOAN PARTICIPATION.  Borrower agrees and consents to Lender's
     sale or transfer, whether now or later, of one or more participation
     interests in the Loans to one or more purchasers, whether related or
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers, any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan, and Borrower hereby waives any rights to privacy it may have
     with respect to such matters.  Borrower additionally waives any and all
     notices of sale of participation interests, as well as all notices of any
     repurchase of such participation interests. Borrower also agrees that the
     purchasers of any such participation interests will be considered as the
     absolute owners of such interests in the Loans and will have all the rights
     granted under the participation agreement or agreements governing the sale
     of such participation interests.  Borrower further waives all rights of
     offset or counterclaim that it may have now or later against Lender or
     against any purchaser of such a participation interest and unconditionally
     agrees that either Lender or such purchaser may enforce Borrower's
     obligation under the Loans irrespective of the failure or insolvency of any
     holder of any interest in the Loans.  Borrower further agrees that the
     purchaser of any such participation interest may enforce its interests
     irrespective of any personal claims or defenses that Borrower may have
     against Lender.

     COSTS AND EXPENSES.  Borrower agrees to pay upon demand all of Lender's
     expenses, including without limitation reasonable attorneys' fees, incurred
     in connection with the preparation, execution, enforcement, modification
     and collection of this Agreement or in connection with the Loans made
     pursuant to this Agreement.  Lender may pay someone else to help collect
     the Loans and to enforce this Agreement, and Borrower will pay that amount.
     This includes, subject to any limits under applicable law, Lender's
     reasonable attorneys' fees and Lender's legal expenses, whether or not
     there is a lawsuit, including reasonable attorneys' fees for bankruptcy
     proceedings (including efforts to modify or vacate any automatic stay or
     injunction), appeals, and any anticipated post-judgment collections
     services.  Borrower also will pay any court costs, in addition to all other
     sums provided by law.

     NOTICES.  All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or when deposited
     with a nationally recognized overnight courier or deposited in the United
     States mail, first class, postage prepaid, addressed to the party whom the
     notice is to be given at the address shown above.  Any party may change its
     address for notices under this Agreement by giving formal written notice to
     the other parties, specifying that the purpose of the notice is to change
     the party's address.  To the extent permitted by applicable law, if there
     is more than one Borrower, notice to any Borrower will constitute notice to
     all Borrowers.  For notice purposes, Borrower will keep Lender informed at
     all times of Borrower's current address(es).

     SEVERABILITY.  If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person of
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances.  If feasible, any
     such offering provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     SUBSIDIARIES AND AFFILIATES OF BORROWER.  To the extent the context of any
     provisions of this Agreement makes it appropriate, including without
     limitation any representation, warranty or covenant, the word "Borrower" as
     used herein shall include all subsidiaries and affiliates of Borrower.
     Notwithstanding the foregoing however, under no circumstances shall this
     Agreement be construed to require Lender to make any Loan or other
<PAGE>   6


                            BUSINESS LOAN AGREEMENT                     Page  6
                                  (Continued)

      financial accommodation to any subsidiary or affiliate of Borrower.

      Successors and Assigns.  All covenants and agreements contained by or on
      behalf of Borrower shall bind its successors and assigns and shall inure
      to the benefit of Lender, its successors and assigns. Borrower shall not,
      however, have the right to assign its rights under this Agreement or any
      interest therein, without the prior written consent of Lender.

      Survival. All warranties, representations, and covenants made by Borrower
      in this Agreement or in any certificate or other instrument delivered by
      Borrower to Lender under this Agreement shall be considered to have been
      relied upon by Lender and will survive the making of the Loan and delivery
      to Lender of the Related Documents, regardless of any investigation made
      by Lender or on Lender's behalf.

      Time is of the Essence. Time is of the essence in the performance of this
      Agreement.

      Waiver. Lender shall not be deemed to have waived any rights under this
      Agreement unless such waiver is given in writing and signed by Lender. No
      delay or omission on the part of Lender in exercising any right shall
      operate as a waiver of such right or any other right. A waiver by Lender
      of a provision of this Agreement shall not prejudice or constitute a
      waiver of Lender's right otherwise to demand strict compliance with that
      provision or any other provision of this Agreement. No prior waiver by
      Lender, nor any course of dealing between Lender and ?Borrower, or between
      Lender and any Grantor, shall constitute a waiver of any of Lender's
      rights or of any obligations of Borrower or of any Grantor as to any
      future transactions. Whenever the consent of Lender is required under this
      Agreement, the granting of such consent by Lender in any instance shall
      not constitute continuing consent in subsequent instances where such
      consent is required, and in all cases such consent may be granted or
      withheld in the sole discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF JUNE
3, 1998.

BORROWER:
Nu-Wave Health Products, Inc.


By: /s/ Kotha S. Sekharam, President   6/3/98
   --------------------------------------------
   Kotha S. Sekharam, President


LENDER:
REPUBLIC BANK


By: /s/ William Tsukalas
   --------------------------------------------
   Authorized Officer
<PAGE>   7
REPUBLIC BANK                            
                                PROMISSORY NOTE

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------
 <S>           <C>          <C>         <C>           <C>    <C>          <C>      <C>       <C>
  PRINCIPAL     LOAN DATE    MATURITY     LOAN NO     CALL   COLLATERAL   ACCOUNT  OFFICER   INITIALS
 $200,000.00   06-03-1998   06-03-1999  400004 4208    4A        155                 809      

    References in the shaded area are for Lender's use only and do not limit the
    applicability of this document to any particular ican or item.

 Borrower:  Nu-Wave Health Products, Inc. (TIN: TBD)    Lender: REPUBLIC BANK
            5905-A Hampton Oaks Parkway                         CORPORATE BANKING/NORTH PINELLAS
            Tampa, FL 33810                                     P.O. BOX 33008
                                                                RBC SUITE 202
                                                                ST. PETERSBURG, FL 33733

=====================================================================================================
PRINCIPAL AMOUNT: $200,000.00      INTEREST RATE: 4.080%      DATE OF NOTE: June 3, 1998
</TABLE>

PROMISE TO PAY. Nu-Wave Health Products, Inc. ("Borrower") promises to pay to
REPUBLIC BANK ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Two Hundred Thousand and 00/100 Dollars
($200,000,00) or so much as may be outstanding, together with interest at the
rate of 4.080% per annum on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until
repayment of each advance. 

PAYMENT. Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on June 3, 1999. In addition,
Borrower will pay regular monthly payments of accrued unpaid interest beginning
July 3, 1998, and all subsequent interest payments are due on the same day of
each month after that. Interest on this Note is computed on a 365/365 simple
interest basis; that is, by applying the ratio of the annual interest rate over
the number of days in a year, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is outstanding
Borrower will pay Lender at Lender's address shown above or at such other place
as Lender may designate in writing. Unless otherwise agreed or required by
applicable law, payments will be applied first to any unpaid collection costs
and any late charges, then to any unpaid interest, and any remaining amount to
principal.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to
make payments of accrued unpaid interest. Rather, they will reduce the
principal balance due. 

LATE CHARGE. If a late payment is 10 DAYS OR MORE LATE, Borrower WILL BE CHARGED
5.000% OF THE REGULARLY SCHEULED PAYMENT.  

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either now or
at the time made or furnished. (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower's property, Borrower makes an assignment for
the benefit of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any guarantor dies or any of the other events described in this default
section occurs with respect to any guarantor of this Note. (h) A material
adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the indebtedness is impaired. (i) Lender
in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within,
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender
demanding cure of such default: (a) cures the default within fifteen (15) days;
or (b) if the cure requires more than fifteen (15) days, immediately initiates
steps which Lender deems in Lender's sold discretion to be sufficient to cure
the default and thereafter continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the interest rate on this Note to 18.000% per annum,
if an to the extent that the increase does not cause the interest rate to
exceed the maximum rate permitted by applicable law. Lender may hire or pay
someone else to help collect this Note if Borrower does not pay. Borrower also
will pay Lender the amount of these costs and expenses, which includes, subject
to any limits under applicable law, Lender's reasonable attorneys' fees and
Lender's legal expenses whether or not there is a lawsuit, including reasonable
attorney's fees and legal expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums
provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER
IN THE STATE OF FLORIDA. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S
REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF PINELLAS COUNTY, THE
STATE OF FLORIDA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL
IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER
AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF FLORIDA. 

RIGHT OF SET OFF. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to Borrower's accounts
with Lender (whether checking, saving, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant or a security interest would be
prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts. 

COLLATERAL. This Note is secured by a Commercial Pledge Agreement form Nu-Wave
Health Products, Inc. to Lender executed simultaneously herewith. 

LINE OF CREDIT. This Note evidences a revolving line of credit. Advance under
this Note may be requested only in writing by Borrower or any authorized
person. All communications, instructions, or directions by telephone or
otherwise to Lender are to be directed to Lender's office shown above. The
following party or parties are authorized to request advance under the line of
credit until Lender receives from Borrower at Lender's

<PAGE>   8
                                                                          Page 2

06-03-1998                      PROMISSORY NOTE
Loan No 4000044208                (Continued)


address shown above written notice of revocation of their authority: Kotha S.
Sekharam, President. Borrower 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 Borrower's accounts with Lender. 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. Lender will
have no obligation to advance funds under this note if: (a) Borrower or any
guarantor is in default under the terms of this Note or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (b) Borrower or any guarantor ceases
doing business or is insolvent; (c) any guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such guarantor's guarantee of this Note or
any other loan with Lender; (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those authorized by Lender; or (e) Lender in
good faith deems itself insecure under this Note or any other agreement between
Lender and Borrower.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. Borrower does not agree or intend to pay, and
Lender does not agree or intend to contract for, charge, collect, take, reserve
or receive (collectively referred to herein as "charge or collect"), any amount
in the nature of interest or in the nature of a fee for this loan, which would
in any way or event (including demand, prepayment, or acceleration) cause Lender
to charge or collect more for this loan than the maximum Lender would be
permitted to charge or collect by federal law or the law of the State of Florida
(as applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be returned
to Borrower. Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:

Nu-Wave Health Products, Inc.

By: /s/ Kotha S. Sekharam
    ---------------------------------------
    Kotha S. Sekharam, President