SECURED PROMISSORY NOTE


     The  undersigned  corporations, namely, Americare Health Scan, Inc. and its
subsidiary  Americare Biologicals, Inc. (hereinafter referred to as "Borrower"),
whose  address  is  20  NW  181st  Street, Miami, Florida 33169, promises to pay
AMERICARE  SERVICES, INC., (hereinafter  Americare) whose address is 20 NW 181st
Street,  Miami, Florida 33169, the principal sum of Two Hundred Thousand Dollars
($200,000.00).  That  said  funds  are  due  and  owing  to Americare for monies
advanced to Borrower and for Americare's willingness to advance additional funds
and  Borrower's willingness and need to continue to receive additional funds and
consideration  of  said  funding  by  Americare  to Borrower and forebearance on
initiating  collection  or  demand on the previously advanced funds to Borrower,
Borrower  hereby agrees to execute this blanket promissory note and additionally
agrees  to  execute  a  security  agreement collateralizing Borrower's assets as
specifically  set  forth  in the Security Agreement and /or financing statement.
Further,  Borrower  authorizes  Americare to execute the financing statement and
take  a  real  estate  mortgage  on  property  of  Borrower  at Americare's sole
discretion.  That  this  instrument  is  given  by  Borrower without relief from
Valuation,  Stay or Appraisement Laws and along with attorneys fees and costs of
collection  in  the  case  of  default.

     This  Note  shall  bear interest at two (2%) percent over the prime rate of
interest as set from time to time by Chase Manhattan Bank of  New York, however,
in no event shall the rate of interest be less than eight (8%) percent per annum
compounded  monthly,  nor  more  than  eighteen  (18%)  percent.

     This  Note  shall  become  fully due and payable on demand, but in no event
earlier  than sixty (60) days from the execution hereof, unless there shall be a
default  under  any  of  the  terms  and conditions of this Note and correlative
Security  Agreement  or  Financing  Statement.

     Upon  default  in  the  payment  of any installment or other payment herein
required when the same shall become due, or in the event the holder deems itself
insecure,  the  entire  unpaid balance and other indebtedness on account of this
obligation and mortgage, term loan agreement and security agreement securing the
same  shall,  at  the  option  of the holder, become due and payable immediately
without notice of non-payment or demand for payment, and the entire indebtedness
may  be collected by appropriate proceedings, together with interest at the rate
of  two (2%) percent in excess of the rate hereinabove stated, computed from the
time  of  default  on  each  delinquent installment until paid, or on the entire
unpaid  principal balance at the option of the holder, if maturity of the entire
indebtedness  is accelerated. No failure on the part of the holder in exercising
said  option  to  declare  the  whole  of said indebtedness due or to proceed to
collect the same shall operate as a waiver of the right to do so or preclude the
exercise  of  such  option at any time during the continuance of such default or
the  occurrence  of  a  succeeding  default.  Advance payment may be made in any
amount,  and  interest  on such advance payments shall not be charged beyond the
next  succeeding  interest  period.


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     The holder may renew the same or extend time of payment of the indebtedness
or  any  part  thereof  or  reduce  the  payments thereon; and any such renewal,
extension  or  reduction shall not release any maker, endorser or guarantor from
any  liability  on  said  obligation.  This  note  is  subject  to the terms and
conditions  of a certain contract and Security Agreement (of even date herewith)
entered  into  by and between the promissor and the payee, said agreements being
incorporated herein by reference, with the same force and effect as though fully
set  forth  herein.

     The drawers, sureties, guarantors and endorsers severally waive presentment
for  payment,  protest,  notice  of  protest  and  non-payment of this note. The
receipt  of  interest  in  advance or the extension of time shall not release or
discharge  any  surety,  guarantor  or  endorser  on  this  note.


                                           Americare  Health  Scan,  Inc.


                                           By: /s/ Joseph P. D'Angelo
                                              ------------------------------
                                                                   President

                                           Attest: /s/ Margaret  Heichberger
                                                  --------------------------
                                                                   Secretary


                                           Americare  Biologicals,  Inc.

                                           By: /s/ Joseph P. D'Angelo
                                              ------------------------------
                                                                   President

                                           Attest: /s/ Margaret  Heichberger
                                                  --------------------------
                                                                   Secretary


Duly Executed this 11th day of May, 2000.


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