EXHIBIT 10.47

                                 PROMISSORY NOTE

266,666.56                                             West Palm Beach, Florida
                                                       July 11, 1997

         FOR VALUE RECEIVED, U.S. DIAGNOSTIC INC. ("USD" or the "Maker"), a
Delaware corporation, with an address at 777 South Flagler Drive, West Palm
Beach, Florida 33401, hereby promises to pay to the order of JEFFREY A. GOFFMAN
("Goffman" or "Payee"), with an address at 1116 Highland Beach Drive, Highland
Beach, Florida 33487, the principal sum of Two Hundred Sixty-Six Thousand Six
Hundred Sixty-Six Dollars and Fifty-Six Cents ($266,666.56), payable in sixteen
(16) equal cash payments of $16,666.66 each, due on the first day of each month
commencing with August 1, 1997 and continuing for a period of sixteen (16)
consecutive months. The outstanding principal amount of this Note shall be due
and payable in full thirty (30) days after a sale or Change of Control of USD
(as defined in Section 15(b) of the USD 1995 Long Term Incentive Plan).

         All payments or prepayments of principal due pursuant to this Note
shall be made in immediately available funds by wire transfer to an account or
accounts designated in writing by Payee or by check made payable to the order of
Payee at the address of Payee noted above or at such other place in the United
States of America as Payee shall have designated to Maker. In the event USD
fails to make a payment within (10) days after the date on which such payment
becomes due, USD shall pay Goffman interest on the delinquent payment at the per
annum rate of ten percent (10%) (computed on the basis of a 360 day year and
actual days elapsed) for the period of the delinquency.

         The obligations of Maker under this Note are subject to and conditioned
upon Payee's compliance with the terms and conditions set forth in the
Settlement Agreement, dated as of the date hereof, between USD and Goffman.

         If the due date of any payment under this Note would otherwise fall on
a day which is not a Business Day, such date will be extended to the immediately
succeeding Business Day. The term "Business Day" shall mean any day on which
commercial banks in the State of Florida are not authorized or required to
close.

         If one or more of the following events (an "Event of Default") shall
occur and be continuing:

         (a) Maker shall default in the payment when due of any principal
payable by Maker under this Note and such default shall continue for a period of
twenty-five (25) days after such payment shall become due; or

         (b) Maker shall (i) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee or liquidator of itself
or of all or a substantial part of its property, (ii) make a general assignment
for the benefit of its creditors, (iii) commence a


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voluntary case under the Bankruptcy Code (as now or hereafter in effect),
(iv) file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate
manner, or acquiesce to, any petition filed against it in an involuntary case
under the Bankruptcy Code; or

         (c) Become the subject of an action or proceeding, in any court of
competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution
or winding-up of Maker or of its assets, or the composition or adjustment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of Maker, or of all or any substantial part of its assets, under any law
relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts, and such proceeding or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect, for a period of 60 days; or an
order for relief against it or any or its assets shall be entered in an
involuntary case under the Bankruptcy Code and become final and non-appealable;

         THEREUPON: This Note and all amounts payable by Maker under this Note
shall become due and payable, ten days after written notice to Maker of the
occurrence of an Event of default and Payee's decision to accelerate. Payee may
take such action as is permitted to enforce its rights hereunder and Maker shall
pay all of the expenses of the Payee incurred for the collection of this Note
and for the enforcement of its rights to obtain payment of this Note, including
reasonable attorneys' fees and legal expenses. No delay on the part of Payee in
the exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by Payee of any right or remedy shall preclude other
or further exercise thereof or the exercise of any other right or remedy.

         This Note may be assigned by Payee without the prior written consent of
Maker, and any holder of this Note shall have all the rights of Payee provided
herein, subject to any rights of offset or defenses which Maker would have
against Payee if this Note were held and enforced by Payee.

         This Note shall be governed by, and construed in accordance with, the
laws of the State of Florida applicable to contracts made and to be performed
entirely in the State of Florida.

         Maker hereby irrevocably submits to the jurisdiction of the state
courts of the State of Florida and the jurisdiction of the United States
District Court for the Southern District of Florida, for the purpose of any
suit, action or other proceeding arising out of or based upon this Note.

                                               U.S. DIAGNOSTIC INC.

                                               By:/s/ JOSEPH A. PAUL
                                                  -----------------------------
                                                  Joseph A. Paul, President