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
DAYCON  INVESTORS  ASSOCIATES,  INC.,(hereinafter Daycon) whose address is 20 NW
181st  Street,  Miami,  Florida  33169, the principal sum of One Million Dollars
($1,000,000.00). That said funds are due and owing to Daycon for monies advanced
to  Borrower  and  for  Daycon's  willingness  to  advance  additional funds and
Borrower's  willingness  and  need  to  continue to receive additional funds and
consideration  of  said  funding  by  Daycon  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 Daycon to execute the financing statement and take
a real estate mortgage on property of Borrower at Daycon'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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