Exhibit 4.12

                                  ATTACHMENT A

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  OR  APPLICABLE  STATE  SECURITIES  LAWS,  AND  MAY  NOT BE  SOLD,
TRANSFERRED,  PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF SUCH  REGISTRATION  OR
RECEIPT BY TRINITY  MEDICAL  GROUP USA (THE  "COMPANY") OF AN OPINION OF COUNSEL
(WHICH  COUNSEL  SHALL BE  REASONABLY  ACCEPTABLE  TO THE  COMPANY) IN THE FORM,
SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE
SOLD,  TRANSFERRED,  HYPOTHECATED  OR OTHERWISE  DISPOSED OF, UNDER AN EXEMPTION
FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

                                 PROMISSORY NOTE

$20,000                                                          October 1, 2001

         For value received, the undersigned,  TRINITY MEDICAL GROUP USA, INC. a
Florida corporation  ("Maker"),  hereby  unconditionally  promises to pay to the
order  of  ________________________  ("Holder"),  at such  place as  Holder  may
designate,  the  principal  sum of  TWENTY  THOUSAND  DOLLARS  ($20,000)  on the
Maturity Date (as such term is hereinafter  defined),  together with interest on
the unpaid  principal  amount of this  Note,  beginning  as of the date  hereof,
before or after  maturity  or  judgment,  at the rate of ten  percent  (10%) per
annum,  which rate  shall be  computed  monthly on the basis of a three  hundred
sixty  (360) day year and for  actual  days  elapsed.  The Maker will also issue
warrants (the  "Warrant") to purchase 2,000 shares of Common Stock issuable upon
exercise of the Warrant (the "Warrant Shares").  The Warrant will have a term of
5 years  from the Date of the Note and an  exercise  price  equal to 120% of the
closing  price of the  Company's  Common  Stock as reported on the OTC  Bulletin
Board on the Date of the Note.

         1. Payments.  The outstanding  principal  balance of this Note plus all
unpaid  accrued  interest shall be due and payable in lawful money of the United
States and in immediately available funds on the "Maturity Date" where "Maturity
Date" shall mean the earlier of (i) November 15, 2001 and (ii) the date on which
the Note  becomes  immediately  due and  payable  pursuant  to Section 5 hereof.
Should there be any  withholding  or similar  amounts  payable in respect of any
amount  payable  under this  Note,  the  amount  payable to the Holder  shall be
grossed up by an amount so that the actual  amount  received by the Holder shall
be equal to a net amount as if no withholding was applicable. Amounts payable to
the Holder  hereunder shall be to the Holder at such place and/or account as the
Holder may designate.

         2. Principal Payments.  At the Maturity Date, the outstanding principal
amount of this Note plus all accrued and unpaid interest herein shall be due and
payable in cash or, at the option of the Issuer,  converted  into debt or equity
securities which may be issued in connection with a possible  private  placement
by the  Maker  of its  debt  or  equity  securities  to  certain  accredited  or


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institutional  investors  completed  at or  prior  to  the  Maturity  Date  (the
"Proposed  Financing").  Upon  the  conversion  of this  Note,  the  outstanding
principal amount of this Note,  together with accrued interest hereon,  shall be
deemed to be the  consideration  for the  Holder's  interest  in the new debt or
equity securities on the Maturity Date.

         3. Interest. Upon the occurrence of an Event of Default (as hereinafter
defined), interest shall accrue on the unpaid principal amount of this Note, and
any other amounts payable  hereunder which has not been paid when such amount is
payable (including accrued interest); interest shall accrue on such amount, both
before  and after  judgment,  until  paid in full,  at a rate of twelve  percent
(12%), calculated as aforesaid. In no event shall the amount of interest charged
on this Note exceed the maximum amount permitted by applicable law.

         4. Events of Default.  The occurrence at any time of any one or more of
the following  events (each an "Event of Default") shall constitute an "Event of
Default"  under this  Note:  (a) the  Maker's  failure  to pay  principal  of or
interest  or any  other  amount  when due under  this  Note when such  amount is
payable  hereunder;  (b) the  failure of the Maker to  perform  in any  material
respect  its  agreements  and the  obligations,  or a breach  of any of  Maker's
representations and warranties made in this Note; or (c) the commencement of any
proceeding  under any provision of the Bankruptcy Code of the United States,  as
now in existence  or hereafter  amended,  or of any other  proceeding  under any
federal  or state  law,  now  existing  or  hereafter  in  effect,  relating  to
bankruptcy, reorganization, insolvency, liquidation or otherwise, for the relief
of debtors or  readjustment  of  indebtedness,  by or against the Maker,  or the
Maker making an assignment for the benefit of creditors.

         5. Effect of Default.  Upon the occurrence of an Event of Default,  the
entire outstanding principal amount of this Note, together with accrued interest
thereon,  and any other amount  payable under this Note shall,  at the option of
the Holder (in the Holder's sole and absolute  discretion),  be immediately  due
and payable,  without presentment,  demand,  protest or notice, all of which are
hereby  expressly  unconditionally  and  irrevocably  waived by the  Maker.  The
failure of the Holder to exercise  such option shall not  constitute a waiver of
the right to exercise the same in the event of any subsequent Event of Default.

         6.  Representations  and  Warranties.  In order to induce the Holder to
extend  the  credit to the Maker  represented  by this  Note,  the Maker  hereby
represents  and  warrants to the Holder as follows:  (a) the Maker has the legal
capacity to create, deliver and perform this Note; (b) this Note constitutes the
valid and  binding  obligation  of the Maker  enforceable  against  the Maker in
accordance  with its terms;  and (c) the execution,  delivery and performance of
this Note does not violate any agreement,  order,  rule or judgment to which the
Maker is a party or by which any of the Maker's properties or assets are bound.

         7. Transfer. Subject to the limitations set forth on the legend on this
Note, this Note may be  transferred,  sold,  pledged,  hypothecated or otherwise
granted as security by the Holder.  The  obligations of the Maker  hereunder may
not be  assigned.  This Note  shall  inure to the  benefit  of the  transferees,
successors and assigns of the Holder of this Note.


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<PAGE>

         8.  Replacement.  Upon  receipt  of  a  duly  executed,  notarized  and
unsecured  written  statement from the Holder with respect to the loss, theft or
destruction of this Note (or any replacement  hereof),  and without requiring an
indemnity bond or other security,  or, in the case of a mutilation of this Note,
upon surrender and  cancellation of such Note, the Maker shall issue a new Note,
of like tenor and amount, in lieu of such lost,  stolen,  destroyed or mutilated
Note.

         9.  Enforcement  Expenses.  The Maker agrees to pay on demand all costs
and expenses (including and without limitation,  attorneys fees and expenses and
court costs)  incurred by the Holder in connection  with the enforcement of this
Note or the protection of the rights of the Holder hereunder.

         10. Waiver; Amendment.  Failure by the Holder to insist upon the strict
performance by the Maker of any terms and provisions  herein shall not be deemed
to be a waiver of any terms and provisions  herein,  and the Holder shall retain
the right  thereafter to insist upon strict  performance by the Maker of any and
all terms and provisions of this Note. This Note may not be amended, modified or
waived, except by an instrument in writing executed by the Holder.

         11.  Governing  Law.  This Note shall be governed by and  construed  in
accordance  with the laws of the State of New York (without regard to principles
of conflicts of law provisions). This Note shall not be interpreted or construed
with any presumption against the party that caused this Note to be drafted.

         12. JURISDICTION.  THE MAKER HEREBY CONSENTS TO THE JURISDICTION OF THE
COURTS OF THE  STATE OF NEW YORK  LOCATED  IN NEW YORK  COUNTY  AND THE  FEDERAL
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WITH RESPECT TO ANY ACTION,
SUIT OR OTHER  PROCEEDING  TO ENFORCE  THIS NOTE OR  OTHERWISE  RELATING TO THIS
NOTE.  THE MAKER  HEREBY  UNCONDITIONALLY  AND  IRREVOCABLY  WAIVES ANY RIGHT TO
CHALLENGE THE  JURISDICTION OF SUCH COURTS,  TO ASSERT THAT VENUE IN SUCH COURTS
IS IMPROPER OR THAT VENUE IN SUCH COURTS  CONSTITUTE AN INCONVENIENT  FORUM. THE
MAKER FURTHER  UNCONDITIONALLY  AND IRREVOCABLY  WAIVES ANY RIGHT THAT THE MAKER
MAY HAVE TO A TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.

         13. Headings. The section headings in this Note are included herein for
purposes of  convenience  of reference  only and shall not  constitute a part of
this Note for any other purpose.


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<PAGE>

         IN WITNESS  WHEREOF,  the Maker has duly  executed  this Note as of the
date first above written.


                                        TRINITY MEDICAL GROUP USA, INC.


                                        By: /s/ James S. Namnath
                                            ---------------------
                                            Name: James S. Namnath
                                            Title:  CEO


                                        By: /s/ Gary E. Wilson
                                            ------------------
                                            Name: Gary E. Wilson
                                            Title:  CFO


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