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 55189 promises to pay JOSEPH
D'ANGELO or his  successors in interest (hereinafter D'Angelo)  whose address is
400  Poinciana  Dr., Hallandale, Florida 33069, the principal sum of One Million
Four  Hundred  Thousand  Dollars ($1,400,000.00) plus all accrued interest, plus
any  additional funds that are advanced pursuant to this blanket collateral note
up  to the principal sum of Two Million Dollars ($2,000,000.00). That said funds
are due and owing to D'Angelo for monies advanced to Borrower and for D'Angelo's
willingness  to  advance additional funds and Borrower's willingness and need to
continue  to  receive  additional  funds  and  consideration  of said funding by
D'Angelo  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
collaterizing  Borrower's  assets  as  specifically  set  forth  in the Security
Agreement  and/or  financing statement. Further, Borrower authorizes D'Angelo to
execute  the  financing  statement  and take real estate mortgage on property of
Borrower  at  D'Angelo'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 me holder deems itself
insecure,  the  entire  unpaid balance and other indebtedness on account of this
obligation and mortgage, term and loan agreement and security agreement securing
the  same shall, at the option of the holder, become due and payable immediately
without notice or non-payment or demand of payment and the entire indebtness may
be  collected  by appropriate proceedings, together with interest at the rate to
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 in exercising said
option  to  declare this 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 promissors 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 ono-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  of  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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