Exhibit 10.63     Form of

                        C5 HEALTH, INC. CONVERTIBLE NOTE
                                  ("the Note")

           (Convertible into shares of Common Stock, par value $.0001
                          per share of C5 Health, Inc.)

        THIS NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT
       OF 1933. THIS NOTE MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER
      AND SAID ACT OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     C5  Health,  Inc.,  a  Delaware  corporation  (the  "Company"),  for  value
received,  hereby  promises to pay to  _______________  ("Payee")  on August 27,
2001,  (or such later date as may be determined as set forth herein)  ("Maturity
Date"), the principal amount of _________ ("Principal") or such lesser Principal
amount as is then outstanding,  plus a premium equal to ten (10%) percent of the
Principal  ("Premium")  in lawful  money of the United  States;  or, at Lender's
election,  to convert  an amount not less than one (1/2) half of the  balance of
Principal  plus  Premium then due at the time of Lender's  election  into Common
Stock (as hereinafter defined) as hereinafter provided.

     In addition to Premium,  and Common Stock,  if any, which Lender may obtain
through  Lender's  election to convert,  Lender  shall  receive,  in addition to
Principal, ten thousand (10,000) shares of Common Stock, or a pro rata number of
such shares, for each increment of Twenty thousand  ($20,000.00),  more or less,
that  Lender  has  loaned to the  Company  hereunder,  all of said  shares to be
computed on a pre-dilutive basis.

     The Maturity  Date of this Note may be extended by agreement of the Company
and Payee. This Note is exchangeable for shares of Common Stock at the times, on
the terms and in the manner as provided hereinbefore and hereinafter.  This Note
may be prepaid prior to its maturity.

     1. Definitions.  In this Agreement,  unless the context otherwise requires,
the following terms shall have the respective meaning set forth below:

          1.1 "1933 Act" shall mean the Securities Act of 1933, as amended.

          1.2 "Common  Stock" shall mean the common  stock of the  Company,  par
     value $.0001 per share.

     2.  Valid  issuance  of  Common  Stock.  The  Common  Stock  issuable  upon
conversion of the Note has been duly and validly reserved for issuance and, upon
issuance in accordance  with the terms hereof,  shall be duly and validly issued
fully paid and nonassessable.

     3.  Investment  of own account.  The Note acquired by the Lender is for the
Lender's  own account for the purpose of  investment  and not with a view to the
resale or  distribution  thereof  and the  Lender has no  present  intention  of
selling, negotiating or otherwise disposing of the Note. The Lender acknowledges
that the Note has not been registered  under the 1933 Act and  understands  that
the Note and any shares of Common Stock issued upon the  conversion  of the Note
must be held unless they are  subsequently  registered  under the 1933 Act or an
exemption from such registration is available.

     4. Conversion of Note.

          4.1 Right to Convert.  The Lender shall have the right, at its option,
     to convert in whole,  or in part,  but in no case less than an amount equal
     to fifty (50%) percent of the Principal of the Note then  outstanding  plus
     unpaid Premium into fully paid and nonassessable  shares of Common Stock on
     a pre-dilutive  basis at an assumed per share cost of fifty ($.50) cents at
     the earlier of:

               (a) not less than five (5)  business  days prior to the  Maturity
          Date of the Note (whether the initial or an extended  maturity  date);
          or

               (b) not more than five (5) business  days after  Lender  receives
          notice from the Company of its intention to pre-pay the Note.


     4.2 Manner of Exercise.  The Lender shall exercise its conversion  right by
giving  written  notice to the Company of its  election to exercise  such right.
Promptly after the giving of notice,  the Lender shall surrender the Note at the
principal  executive offices of the Company accompanied by written notice to the
Company  stating the name or names (with  address) in which the  certificate  or
certificates  for the shares of capital stock issuable on such conversion  shall
be issued.

          4.3 Issuance of Shares of Capital Stock on Conversion.

               (a) As promptly as  practicable  after the receipt of such notice
          and the  surrender of the Note as set forth above,  the Company  shall
          issue,  at its expense,  and shall deliver to the Lender a certificate
          or  certificates  for the number of shares of capital  stock  issuable
          upon the conversion of such Note.


               (b)  The  conversion  shall  be  deemed  to  have  been  effected
          immediately  prior to the  close of  business  on the date  which  the
          Company shall have received such notice and the surrendered  Note (the
          "Conversion  Date"),  and at that time,  the person or person in whose
          name any certificate  for shares of the Company's  capital stock shall
          be  issuable  upon such  exchange  shall be deemed to have  become the
          holder or holders of record of the shares represented thereby.

               (c) Each certificate  evidencing shares of capital stock issuable
          upon the Conversion Date of the Note shall bear the following legend:

      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
       1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED UNLESS
       COVERED BY AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR UNLESS
                PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

               The legend shall be removed by the Company  from any  certificate
          either  (i) if the  shares  evidenced  by such  certificate  have been
          effectively  registered  under the 1933 Act and any  applicable  state
          securities laws and sold by the holder thereof in accordance with such
          registration,  or (ii) upon delivery to it of an opinion  satisfactory
          in form and  substance  to the Company from counsel to the effect that
          the shares  evidenced by such  certificate  can be freely  transferred
          without  registration under the 1933 Act and any state securities laws
          and that such transfer will not jeopardize the exemption or exemptions
          from registration pursuant to which the shares were issued.

          4.4 Covenant to Reserve Shares for Conversion.  The Company  covenants
     that it will at all times reserve and keep  available out of its authorized
     capital  stock and/or  shares of its capital stock then owned or held by or
     for the account of the  Company,  solely for the  purpose of delivery  upon
     conversion  of the Note as herein  provided,  such  number of shares of the
     Company's capital stock as shall then be deliverable upon the conversion of
     such Note.  All shares of capital  stock,  which  shall be so  deliverable,
     shall be duly and validly issued and fully paid and nonassessable.

     5. Defaults.

          5.1  Events  of  Defaults.  If one or  more  of the  following  events
     ("Events of Default") shall have occurred and be continuing:

               (a) the  principal  of or  interest on the Loan shall not be paid
          when due;

               (b) the  Company  shall fail to  observe  or  perform  any of its
          covenants or agreements contained in this Agreement for a period of 30
          business days, after having received Notice from the Lender;

               (c)  the  Company  shall  commerce  a  voluntary  case  or  other
          proceeding  seeking  liquidation,  reorganization or other relief with
          respect to itself or its debts  under any  bankruptcy,  insolvency  or
          other   similar  law  now  or  hereafter  in  effect  or  seeking  the
          appointment  of a trustee,  receiver,  liquidator,  custodian or other
          similar  official of it or any  substantial  part of its property,  or
          shall  consent to any such relief or to the  appointment  of or taking
          possession  by any  such  official  in an  involuntary  case or  other
          proceeding  commenced  against it, or shall make a general  assignment
          for the benefit of creditors, or shall fail generally to pay its debts
          as they become due, or shall take any  corporate  action to  authorize
          any of the foregoing.

               (d) an involuntary  case or other  proceeding  shall be commenced
          against  the  Company  seeking  liquidation,  reorganization  or other
          relief  with  respect  to  it  or  its  debts  under  any  bankruptcy,
          insolvency  or other similar law now or hereafter in effect or seeking
          the appointment of a trustee, receiver, liquidator, custodian or other
          similar  official of it or any substantial  part of its property,  and
          any such involuntary case or other proceeding shall remain undismissed
          and unstayed for a period of 60 days;

     Notices,  payments,  requests,  and other  communications to the respective
parties  hereunder  shall be in  writing,  and  shall be  deemed  received  when
delivered  personally,  by facsimile,  or  first-class  certified  mail,  return
receipt requested and postage prepaid, as follows:

         If to the Lender:



         If to the Company:

         C5 Health, Inc.
         One Sarasota Tower
         2 North Tamiami Trail, Suite 608
         Sarasota, Florida  34236
         Attention:  President


     This Note is governed by and is to be construed in accordance  with the law
of the State of Virginia.

                                     C5 Health, Inc.


                                     --------------------------
                                     By: Timothy S. Novak
                                     Its:  President