PROMISSORY NOTE


Customer Number:          4556882     Note Number:        New

[X  ]  New          [  ]  Renewal          [  ]  Increase         [ ] Decrease

Date:October 1, 1996  Amount:$15,000,000.00  Maturity Date:October  1,  1997


<TABLE>
<CAPTION>

<S>                                                                              <C>

Bank:                                                                            Borrower:

NationsBank of Texas, N.A.                                                       Jayhawk Medical Acceptance Corporation
Banking Center:  Private Client Group                                            Two Galleria Tower, Suite 1800
901 Main Street                                                                  Dallas, Texas 75240
Dallas, Texas 75202-3714

Dallas County                                                                    Dallas County


A\
 (Street address including county) (Name and street address, including  county)
===============================================================================                                        
</TABLE>



FOR  VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally,  if  more  than  one)  promises  to  pay  to the order of Bank, its
successors  and  assigns,  without  setoff,  at  its  offices indicated at the
beginning  of  this Note, or at such other place as may be designated by Bank,
the  principal  amount  of  Fifteen  Million and No/100--------------Dollars
($15,000,000.00), or so much thereof as may be advanced from time to time in
immediately  available  funds,  together  with  interest computed daily on the
outstanding  principal  balance  hereunder, at an annual interest rate, and in
accordance  with  the  payment  schedule,  indicated  below.

[THIS  NOTE  CONTAINS  SOME PROVISIONS PRECEDED BY BOXES.  IF A BOX IS MARKED,
THE  PROVISION APPLIES TO THIS TRANSACTION; IF IT IS NOT MARKED, THE PROVISION
DOES  NOT  APPLY  TO  THIS  TRANSACTION.]

1.          RATE.

[_]    PRIME  RATE.    The  Rate  shall  be  the  Prime  Rate,  plus
______________________  percent,  per  annum.    The  "Prime  Rate"  is  the
fluctuating  rate  of  interest  established by Bank from time to time, at its
discretion,  whether or not such rate shall be otherwise published.  The Prime
Rate  is established by Bank as an index and may or may not at any time be the
best  or  lowest  rate  charged  by  Bank  on  any  loan.

[_]          FIXED  RATE.  The Rate shall be fixed at     percent per annum.

[X]        LIBOR RATE.  The Rate shall be the LIBOR Rate, plus 1.50 percent,
per annum.  The LIBOR Rate shall mean the fluctuating rate of interest applied
by Bank from time to time, based on the average of interbank offered rates for
dollar  deposits  (one month term) on the London market based on quotations at
five  major banks, as published in the Wall Street Journal, rounded upwards to
the  nearest  1/100th  of  one  percentage  point.  (.01%).

2.       ACCRUAL METHOD.  Unless otherwise indicated, interest at the Rate set
forth  above  will  be calculated by the 365/360 day method (a daily amount of
interest  is  computed  for  a  hypothetical  year of 360 days; that amount is
multiplied by the actual number of days for which any principal is outstanding
hereunder).    If interest is not to be computed using this method, the method
shall  be:          N/A          .

3.     RATE CHANGE DATE.    Any Rate based on a fluctuating index or base rate
will  change, unless otherwise provided, each time and as of the date that the
index  or base rate changes.  If the Rate is to change on any other date or at
any  other  interval,  the  change  shall  be:          N/A          .

In  the  event  any  index  is  discontinued,  Bank  shall substitute an index
determined  by  Bank  to  be  comparable,  in  its  sole  discretion.

4.         PAYMENT SCHEDULE.  All payments received hereunder shall be applied
first  to the payment of any expense or charges payable hereunder or under any
other  loan  documents executed in connection with this Note, then to interest
due and payable, with the balance applied to principal, or in such other order
as  Bank  shall  determine  at  its  option.

[_]          PRINCIPAL  PLUS  ACCRUED  INTEREST.    Principal shall be paid in
consecutive  equal  installments of $___________________________, plus accrued
interest,  payable  [_]  monthly,    [_]  quarterly  or
[_]____________________________________________,  commencing  on
___________________________________,  19__________,  and continuing on the [_]
same  day,  [_] last day of each successive month, quarter or other period (as
applicable)  thereafter,  with  a  final  payment  of all unpaid principal and
accrued  interest  due on_______________________________________, 19_________.

[_]     FIXED PRINCIPAL AND INTEREST.  Principal and interest shall be paid in
 consecutive  equal  installments  of $______________________________, payable
[_] monthly,  [_] quarterly or [_]___________________________________________,
commencing  on __________________________, 19__________, and continuing on the
[_]  same day,  [_] last day of each successive month, quarter or other period
(as  applicable)  thereafter, with a final payment of all unpaid principal and
interest  due  thereon  on  ____________________________________________,
19_______.   If, on any payment date, accrued interest exceeds the installment
amount set forth above, Borrower will also pay such excess as and when billed.

[X]     SINGLE PRINCIPAL PAYMENT.  Principal shall be paid in full in a single
payment on October 1, 1997.  Interest thereon shall be paid [_] at maturity,
or  else  [X]  monthly,  [_]  quarterly  or  [_]            , commencing on 
November  1, 1996, and continuing on the [X] same day,  [_] last day of each
successive  month,  quarter or other period (as applicable) thereafter, with a
final  payment  of  all  unpaid  interest at the stated maturity of this Note.

[_]    OTHER.

____________________________________________________________________________
__________________________________

5.          REVOLVING  FEATURE.

[X]    Borrower  may borrow, repay and reborrow hereunder at any time, up to a
maximum  aggregate  amount  outstanding at any one time equal to the principal
amount  of  this  Note,  provided,  that  Borrower is not in default under any
provision  of  this Note, any other documents executed in connection with this
Note,  or  any other note or other loan documents now or hereafter executed in
connection  with  any  other obligation of Borrower to Bank, and provided that
the  borrowings hereunder do not exceed any borrowing base or other limitation
on  borrowings  by Borrower.  Bank shall incur no liability for its refusal to
advance funds based upon its determination that any conditions of such further
advances have not been met.  Bank records of the amounts borrowed from time to
time  shall  be  conclusive  proof  thereof.

     [_]    UNCOMMITTED  FACILITY.    Borrower  acknowledges  and agrees that,
notwithstanding any provisions of this Note or any other documents executed in
connection  with  this  Note,  Bank has no obligation to make any advance, and
that  all  advances  are  at  the  sole  discretion  of  Bank.

     [_]    OUT-OF-DEBT  PERIOD.    For  a  period  of  at  least
_______________________  consecutive days during [_] each fiscal year, [_] any
consecutive 12-month period, Borrower shall fully pay down the balance of this
Note, so that no amount of principal or interest and no other obligation under
this  Note  remains  outstanding.

6.          AUTOMATIC  PAYMENT.

[_]    Borrower  has  elected  to authorize Bank to effect payment of sums due
under  this  Note  by  means  of  debiting  Borrower's  account  number
________________________________.    This  authorization  shall not affect the
obligation of Borrower to pay such sums when due, without notice, if there are
insufficient  funds  in  such  account to make such payment in full on the due
date  thereof,  or  if  Bank  fails  to  debit  the  account.

7.      WAIVERS, CONSENTS AND COVENANTS.  Borrower, any indorser, or guarantor
hereof  or  any other party hereto (individually an "Obligor" and collectively
"Obligors")  and  each  of  them jointly and severally: (a) waive presentment,
demand,  protest,  notice of demand, notice of intent to accelerate, notice of
acceleration  of  maturity, notice of protest, notice of nonpayment, notice of
dishonor,  and  any  other  notice  required  to be given under the law to any
Obligor  in  connection with the delivery, acceptance, performance, default or
enforcement  of  this  Note,  any indorsement or guaranty of this Note, or any
other  documents  executed  in connection with this Note  or any other note or
other  loan  documents  now  or  hereafter  executed  in  connection  with any
obligation  of  Borrower  to  Bank  (the "Loan Documents"); (b) consent to all
delays,  extensions,  renewals or other modifications of this Note or the Loan
Documents,  or waivers of any term hereof or of the Loan Documents, or release
or  discharge by Bank of any of Obligors, or release, substitution or exchange
of  any  security for the payment hereof, or the failure to act on the part of
Bank,  or  any  indulgence  shown by Bank (without notice to or further assent
from  any  of  Obligors),    and  agree that no such action, failure to act or
failure  to  exercise  any  right or remedy by Bank shall in any way affect or
impair the obligations of any Obligors or be construed as a waiver by Bank of,
or  otherwise  affect,  any  of  Bank's  rights  under  this  Note,  under any
indorsement  or  guaranty of this Note or under any of the Loan Documents; and
(c)  agree  to pay, on demand, all costs and expenses of collection or defense
of  this  Note or of any indorsement or guaranty hereof and/or the enforcement
or  defense  of  Bank's  rights  with  respect  to,  or  the  administration,
supervision,  preservation,  protection  of, or realization upon, any property
securing  payment hereof, including, without limitation, reasonable attorney's
fees, including fees related to any suit, mediation or arbitration proceeding,
out of court payment agreement, trial, appeal, bankruptcy proceedings or other
proceeding,  in  such amount as may be determined reasonable by any arbitrator
or  court,  whichever  is  applicable.

8.       PREPAYMENTS.  Prepayments may be made in whole or in part at any time
on any loan without premium or penalty.  All prepayments of principal shall be
applied in the inverse order of maturity, or in such other order as Bank shall
determine  in  its  sole  discretion.

9.     EVENTS OF DEFAULT.  The following are events of default hereunder:  (a)
the failure to pay any obligation or indebtedness of Borrower to Bank as and
when due (wheter upon demand, at maturity or by acceleration); (b)the failure
by Guarantor to pay any obligation or indebtedness of Guarantor to Bank as and
when due and such failure shall continue for five (5) days after the sooner to
occur  of  Guarantor's receipt of notice of such failure from Bank or the date
on  which  such  failure  first became known to Guarantor; (c) the failure to
perform any other obligation or covenant by any Obligor under this Note or any
Loan  Document as and when due, and such failure shall continue for ten (10)
days after the sooner to occur of Borrower's receipt of notice of such failure
from Bank or the date on which such failure first becomes known to any officer
of  Borrower;  (d)  the  failure  to  pay  or  perform  any  other  material
obligation,  liability  or indebtedness of any obligor to any other party if
the  payment or maturity of such indebtedness is accelerated in consequence of
such  failure  or  demand  for  payment  of such indebtedness is made; (e) the
commencement  of  a  proceeding  against  any  Obligor  for  dissolution  or
liquidation,  the  voluntary  or involuntary termination or dissolution of any
Obligor  or  the  merger  or consolidation of any Obligor with or into another
entity;  (f)  the insolvency of, the business failure of, the appointment of a
custodian,  trustee, liquidator or receiver for or for any of the property of,
the  assignment  for  the benefit of creditors by, or the filing of a petition
under  bankruptcy,  insolvency  or  debtor's  relief  law  or  the filing of a
petition  for  any  adjustment of indebtedness, composition or extension by or
against  any  Obligor,    and if against any Obligor, the continuation of such
proceeding  for more than thirty (30) days; (g) the determination by Bank that
any  representation  or  warranty  made  to  Bank  by  any Obligor in any Loan
Documents  or  otherwise  is  or  was,  when it was made, untrue or materially
misleading;  (h)  the  failure of any Obligor to timely deliver such financial
statements,  including  tax  returns,  other  statements of condition or other
information,  as  Bank  shall  reasonably  request  from time to time and such
failure  shall  continue for ten (10) days (i) the entry of a judgment against
any  Guarantor  which  Bank  deems  to be of a material nature, in Bank's sole
discretion;  (j)  the seizure or forfeiture of, or the issuance of any writ of
possession,  garnishment or attachment, or any turnover order for any material
property  of  any  Obligor not suspended within 30 days of such event; (k) the
determination  by  Bank  that  a  material  adverse change has occurred in the
financial  condition of any Obligor; or (l) the failure of Borrower's business
to  comply  with  any  law  or  regulation  controlling its operation, if such
failure  can  reasonably  be  expected  to  have  a material adverse effect on
Borrower's  financial  condition.

10.        REMEDIES UPON DEFAULT.  Whenever there is an event of default under
this  Note  (a)  the  entire  balance  outstanding  hereunder  and  all  other
obligations  to  Bank  (however acquired or evidenced) shall, at the option of
Bank,  become immediately due and payable and any obligation of Bank to permit
further  borrowing  under  this  Note  shall  immediately cease and terminate,
and/or  (b) to the extent permitted by law, the Rate of interest on the unpaid
principal  shall  be  increased  at  Bank's  discretion up to the maximum rate
allowed  by  law,  or  if  none,  15%  per  annum  (the  "Default Rate").  The
provisions  herein  for  a Default Rate shall not be deemed to extend the time
for any payment hereunder or to constitute a "grace period" giving  Obligors a
right to cure any default.  At Bank's option, any accrued and unpaid interest,
fees  or  charges  may,  for  purposes of computing and accruing interest on a
daily  basis  after  the  due  date of the Note or any installment thereof, be
deemed  to  be a part of the principal balance, and interest shall accrue on a
daily  compounded  basis  after such date at the Default Rate provided in this
Note until the entire outstanding balance of principal and interest is paid in
full.  Bank is hereby authorized at any time to set off and charge against any
deposit  accounts,  as  well as any money, instruments, securities, documents,
chattel paper, credits, claims, demands, income and any other property, rights
and  interests  which at any time shall come into the possession or custody or
under  the control of Bank or any of its agents, affiliates or correspondents,
without  notice  or  demand,  any  and  all  obligations  due  hereunder.  
Additionally,  Bank shall have all rights and remedies available under each of
the  Loan Documents, as well as all rights and remedies available at law or in
equity.

11.        NON-WAIVER.  The failure at any time of Bank to exercise any of its
options  or  any other rights hereunder shall not constitute a waiver thereof,
nor  shall  it  be  a bar to the exercise of any of its options or rights at a
later  date.    All rights and remedies of Bank shall be cumulative and may be
pursued  singly,  successively  or  together,  at  the  option  of  Bank.  The
acceptance by Bank of any partial payment shall not constitute a waiver of any
default  or  of any of Bank's rights under this Note.  No waiver of any of its
rights  hereunder,  and  no  modification  or amendment of this Note, shall be
deemed  to be made by Bank unless the same shall be in writing, duly signed on
behalf of Bank; each such waiver shall apply only with respect to the specific
instance  involved,  and  shall  in  no  way  impair the rights of Bank or the
obligations  of  Obligor  to  Bank  in  any  other  respect at any other time.

12.         APPLICABLE LAW, VENUE AND JURISDICTION.  Borrower agrees that this
Note shall be deemed to have been made in the State of Texas at Bank's address
indicated  at  the  beginning  of  this  Note  and  shall  be governed by, and
construed  in  accordance  with,  the  laws  of  the  State  of  Texas, and is
performable in the City and County of Texas indicated at the beginning of this
Note.    In  any  litigation in connection with or to enforce this Note or any
indorsement or guaranty of this Note or any Loan Documents, Obligors, and each
of them, irrevocably consent to and confer personal jurisdiction on the courts
of  the State of Texas or the United States courts located within the State of
Texas.    Nothing  contained herein shall, however, prevent Bank from bringing
any  action or exercising any rights within any other state or jurisdiction or
from  obtaining  personal  jurisdiction  by  any  other  means available under
applicable  law.

13.          PARTIAL  INVALIDITY.    The unenforceability or invalidity of any
provision  of this Note shall not affect the enforceability or validity of any
other provision herein and the invalidity or unenforceability of any provision
of  this Note or of the Loan Documents to any person or circumstance shall not
affect  the  enforceability  or  validity of such provision as it may apply to
other  persons  or  circumstances.

14.          BINDING EFFECT.  This Note shall be binding upon and inure to the
benefit  of  Borrower,  Obligors  and  Bank  and  their respective successors,
assigns,  heirs  and  personal  representatives,  provided,  however,  that no
obligations  of  Borrower  or Obligors hereunder can be assigned without prior
written  consent  of  Bank.

15.  CONTROLLING  DOCUMENT.  To the extent that this Note conflicts with or is
in  any  way  incompatible  with  any  other  Loan  Document  concerning  this
obligation,  the  Note  shall control over any other document, and if the Note
does  not  address  an  issue,  then  each other document shall control to the
extent  that  it  deals  most  specifically  with  an  issue.

16.        ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO  INCLUDING  BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT,  AGREEMENT  OR  DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE  DETERMINED  BY  BINDING  ARBITRATION  IN  ACCORDANCE  WITH  THE  FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF
PRACTICE  AND  PROCEDURE  FOR  THE  ARBITRATION  OF  COMMERCIAL  DISPUTES  OF
J.A.M.S./ENDISPUTE  OR  ANY  SUCCESSOR  THEREOF ("J.A.M.S."), AND THE "SPECIAL
RULES"  SET FORTH BELOW.  IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES
SHALL  CONTROL.    JUDGMENT  UPON  ANY ARBITRATION AWARD MAY BE ENTERED IN ANY
COURT  HAVING  JURISDICTION.    ANY  PARTY  TO  THIS  INSTRUMENT, AGREEMENT OR
DOCUMENT  MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO
COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES
IN  ANY  COURT  HAVING  JURISDICTION  OVER  SUCH  ACTION.

     A.  SPECIAL RULES.  THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF
ANY  BORROWER'S  DOMICILE    AT  THE TIME OF THE EXECUTION OF THIS INSTRUMENT,
AGREEMENT  OR  DOCUMENT  AND  ADMINISTERED  BY  J.A.M.S.  WHO  WILL APPOINT AN
ARBITRATOR;  IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE
ARBITRATION,  THEN  THE  AMERICAN  ARBITRATION  ASSOCIATION  WILL  SERVE.  ALL
ARBITRATION  HEARINGS  WILL  BE  COMMENCED  WITHIN  90  DAYS OF THE DEMAND FOR
ARBITRATION;  FURTHER,  THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED  TO  EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL
60  DAYS.

     B.  RESERVATION OF RIGHTS.  NOTHING IN THIS ARBITRATION PROVISION SHALL
BE  DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES
OF  LIMITATION  OR  REPOSE  AND  ANY  WAIVERS  CONTAINED  IN  THIS INSTRUMENT,
AGREEMENT  OR DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED
TO IT BY 12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III)
LIMIT THE RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT
NOT  LIMITED  TO)  SETOFF,  OR  (B)  TO FORECLOSE AGAINST ANY REAL OR PERSONAL
PROPERTY  COLLATERAL,  OR  (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY
REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR
THE  APPOINTMENT  OF  A  RECEIVER.    BANK MAY EXERCISE SUCH SELF HELP RIGHTS,
FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES
BEFORE,  DURING  OR  AFTER  THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT
PURSUANT  TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT.  NEITHER THIS EXERCISE OF
SELF  HELP  REMEDIES  NOR  THE  INSTITUTION  OR  MAINTENANCE  OF AN ACTION FOR
FORECLOSURE  OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF
THE  RIGHT  OF  ANY  PARTY,  INCLUDING  THE  CLAIMANT  IN  ANY SUCH ACTION, TO
ARBITRATE  THE  MERITS  OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH
REMEDIES.

BORROWER  REPRESENTS  TO  BANK  THAT  THE PROCEEDS OF THIS LOAN ARE TO BE USED
PRIMARILY  FOR  BUSINESS,  COMMERCIAL  OR  AGRICULTURAL  PURPOSES.    BORROWER
ACKNOWLEDGES  HAVING READ AND UNDERSTOOD, AND AGREES TO BE BOUND BY, ALL TERMS
AND  CONDITIONS  OF  THIS  NOTE.

NOTICE  OF  FINAL  AGREEMENT:

THIS  WRITTEN  PROMISSORY  NOTE  REPRESENTS  THE  FINAL  AGREEMENT BETWEEN THE
PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.    THERE ARE NO UNWRITTEN ORAL
AGREEMENTS  BETWEEN  THE  PARTIES.


BANK:    NATIONSBANK  OF  TEXAS,  N.A.   BORROWER

By:
                                         Print Individual's Name:
Name:

Title:
                                         Print  Individual's  Name:


                                        CORPORATE  OR  PARTNERSHIP  BORROWER


                                        Jayhawk Medical Acceptance Corporation
                                        Corporate or Partnership Name

                                        By: /s/Michael I. Smartt

                                        Name: Michael I. Smartt

                                        Title:Chairman, CEO


                                        /s/Linda Berneburg
                                        Attest  (If  Applicable)


                                            [Corporate  Seal]