[LOGO] FIRST NATIONAL BANK OF MARYLAND
                             FIRST INVESTMENT LOAN MANAGER
                                DEMAND PROMISSORY NOTE

 * ONE MILLION SEVEN HUNDRED-FIFTY THOUSAND AND XX/100 DOLLARS
** $1,750,000.00
                                                      BALTIMORE, MARYLAND
                                                      JULY 10, 1997


     FOR  VALUE RECEIVED, the undersigned Chindex,  Inc., a New York Corporation
(hereafter, the 'BORROWER'), promises to pay to the order of THE FIRST  NATIONAL
BANK  OF MARYLAND, and national banking  association (hereafter, the 'BANK'), ON
DEMAND, at the BANK'S  offices at 25 South  Charles Street, Baltimore,  Maryland
21201 or at such other place as the holder of this Promissory Note may from time
to time designate, the principal  sum of              *           Dollars ($**),
or   such   other   amount   as   may  from   time   to  time  be  advanced  and
outstanding  hereunder, together with interest  at the rate hereafter specified.
The following terms shall apply to this Promissory Note:

     Exhibit A attached hereto contains provisions essential to this  Promissory
Note  and such Exhibit A, and all  terms, conditions and provisions thereof, are
incorporated herein and made a part hereof as if fully set forth. All terms used
in Exhibit A shall have the same meaning when used herein as given when used  in
said  Exhibit A. Periodic changes may be requested  to the terms of Exhibit A by
either party. If changes to the terms of Exhibit A are agreed to by both parties
then a new Exhibit A will be executed by the BORROWER and the BANK and  attached
to  this Promissory  Note by  the BANK  at which  time such  new Exhibit  A will
replace the existing Exhibit A and be made a part of this Promissory Note.

     1. Demand Nature. ALL SUMS DUE  UNDER THIS PROMISSORY NOTE ARE  IMMEDIATELY
DUE  IN FULL UPON THE DEMAND  OF THE HOLDER OF THIS  PROMISSORY NOTE AT ANY TIME
AND FOR ANY REASON, IN  THE SOLE AND ABSOLUTE DISCRETION  OF THE HOLDER OF  THIS
PROMISSORY NOTE.

     2.  Advances. This Promissory  Note shall be used  to evidence all advances
and payments of principal made hereunder and all interest due hereunder until it
is surrendered to the BORROWER, and it shall continue to be so used even  though
there  may be  periods prior to  such surrender  when no amount  of principal or
interest is owing hereunder. Until all  sums due under this Promissory Note  are
repaid in full and the credit accommodation evidenced by this Promissory Note is
terminated  the BORROWER  irrevocably authorizes the  BANK to  make advances and
receive payments under this Promissory Note in the following manner:

     a. Form Of Advances. All advances made hereunder shall be made in the  form
of  a transfer of funds into the  commercial checking account established by the
BORROWER at the BANK with the account  number set forth on Exhibit A  (hereafter
the "ACCOUNT"). The ACCOUNT is subject to restrictions of withdrawals imposed by
the BANK, from time to time, in its sole discretion.

     b.  Amount  Of Advances.  On  each banking  day  after posting  all credits
(subject to funds availability) to the  ACCOUNT and repaying any principal  sums
outstanding  under  this  Promissory  Note pursuant  to  subparagraph  (c) below
(hereafter, the collected balance in the ACCOUNT after taking such actions shall
be referred to as the "INITIAL BALANCE"), the BANK shall calculate the aggregate
amount of properly payable debits to the ACCOUNT which have been  presented  for
payment  (hereafter, "PRESENTED  ITEMS"). In  the event  the INITIAL  BALANCE is
greater than the aggregate amount of the  PRESENTED ITEMS by an amount at  least
equal  to the Target Balance,  the BANK shall post and  pay all of the PRESENTED
ITEMS. In the event the INITIAL BALANCE is greater than the aggregate amount  of
the PRESENTED ITEMS by an amount which is less than the Target Balance or in the
event  the INITIAL BALANCE  is less than  the aggregate amount  of the PRESENTED
ITEMS, the BANK shall make an advance under this Promissory Note by transferring
funds into the ACCOUNT in an amount equal to the greater of (i) the Minimum Loan
Sweep Amount or (ii) the amount  which when aggregated with the INITIAL  BALANCE
would  be greater than the aggregate amount of the PRESENTED ITEMS by the amount
of the Target  Balance. The  contrary notwithstanding, the  aggregate amount  of
advances  outstanding  hereunder shall  never  exceed the  Maximum  Loan Amount.
Furthermore, if  at  any  time  the BORROWER  does  not  have  availability  for
additional  advances  hereunder  in an  amount  which when  aggregated  with the
INITIAL BALANCE would be in excess of the PRESENTED ITEMS by an amount at  least
equal  to the Target Balance, the Bank  shall determine, in its sole discretion,
which PRESENTED ITEMS can be  posted and paid based  on the INITIAL BALANCE  and
the  availability for advances hereunder, and then (i) make an advance hereunder
in an amount which when  aggregated with the INITIAL  BALANCE is equal to  those
PRESENTED  ITEMS which the  BANK has determined  can be posted  and paid without
giving  effect  to  the  Target  Balance,  and  (ii)  to  the  extent  there  is
availability  for additional advances hereunder, make an advance hereunder in an
amount up to the Target Balance.

     c. Repayments Of Advances. On each banking day after posting all credits to
the ACCOUNT but prior to posting any  debits to the ACCOUNT, the BANK is  hereby
irrevocably  authorized to debit the ACCOUNT in an amount equal to the principal
amount outstanding under this Promissory Note.


     3. Interest Rate.  Until all  sums due hereunder  have been  paid in  full,
interest shall accrue on the disbursed and unpaid principal balance hereunder at
the annual rate of interest set forth on Exhibit A attached hereto. In the event
the rate of interest set forth on Exhibit A is based on the BANK's "Prime Rate",
the  term "Prime Rate" shall mean that rate  of interest equal to the higher of:
(a) the interest rate which the BANK from time to time announces and declares to
be its prime rate of interest (such  rate being a guideline for, and a  standard
in  determining, actual interest rates,  and not the lowest  rate which the BANK
will make a loan to any particular class of borrowers); or (b) the average rate,
rounded to  the nearest  one-tenth of  one percent  (.1%), for  ninety (90)  day
maturity  dealer placed Commercial Paper for  the week most recently reported in
the Federal  Reserve  Statistical  Release  No.  H-15(519),  entitled  "Selected
interest  Rates") (or  any succeeding  publication). If  the applicable interest
rate on this Promissory Note is based  on the BANK's Prime Rate then changes  in
such  applicable interest rate  shall be made  as of, and  immediately upon, the
occurrence of changes  in the Prime  Rate. Interest shall  be calculated on  the
basis  of a three-hundred sixty (360) days per year factor applied to the actual
days on which there exists an unpaid disbursed principal balance.

<PAGE>

     4. Interest Payments. Accrued interest at the above-described rate shall be
paid by the BORROWER to the BANK monthly,  on a current basis, as billed by  the
holder  of this Promissory Note,  until all sums due  hereunder are paid in full
and the credit accommodation evidenced by this Promissory Note is terminated.

     5. Application Of Payments.  All payments made  hereunder shall be  applied
first  to late penalties or other sums owing to the holder under this Promissory
Note, next to accrued interest, and then to principal or in such other order  of
application as the holder hereof may elect from time to time.

     6.  Late Payment Penalty.  Should any payment due  hereunder be received by
the holder of this  Promissory Note more  than fifteen (15)  days after its  due
date,  the BORROWER shall pay a late  payment penalty equal to five percent (5%)
of the amount then due for each month or portion of a month until paid.

     7. Confession Of Judgment. Upon a failure  to make any payment when and  as
due under this Promissory Note, the BORROWER authorizes any attorney admitted to
practice  before any court of record in the United States to appear on behalf of
the BORROWER to confess judgment against the BORROWER in the full amount due  on
this Promissory Note plus legal fees of fifteen percent (15%) of the amount due.
The  BORROWER agrees that venue shall in such an action be proper in the Circuit
Court of  any County  of  the State  of  Maryland or  in  the Circuit  Court  of
Baltimore  City  or in  the United  States  District Court  For The  District Of
Maryland. The BORROWER waives the benefit  of any and every statute,  ordinance,
or  rule of court which may be  lawfully waived conferring upon the BORROWER any
right  or  privilege   of  exemption,  stay   of  execution,  or   supplementary
proceedings,  or other relief from the enforcement or immediate enforcement of a
judgment or  related proceedings  on a  judgment. The  authority and  power  to
appear for and enter judgment against the BORROWER shall not be exhausted by one
or  more exercises thereof, or by any  imperfect exercise thereof, and shall not
be extinguished by  any judgment  entered pursuant thereto;  such authority  and
power  may be exercised on one or more  occasions from time to time, in the same
or different  jurisdictions, as  often as  the holder  shall deem  necessary  or
advisable.

     8.  Default Interest Rate. Upon  a failure to make  any payment when and as
due under this Promissory Note, the holder may, without notice or demand,  raise
the  rate  of interest  accruing  on the  unpaid  principal balance  by  two (2)
percentage  points   above   the   rate  of   interest   otherwise   applicable,
independent  of whether the holder of this  Promissory Note elects to demand the
unpaid principal balance of this Promissory Note as a result of such default.

     ADDITIONAL IMPORTANT TERMS OF THIS AGREEMENT ARE ON THE REVERSE SIDE.


<PAGE>
                           CONTINUED FROM FRONT SIDE

     9.  Interest  Rate  After  Judgment. If  judgment  is  entered  against the
BORROWER on this Promissory Note, the amount of the judgment entered (which  may
include  principal, interest,  default interest  late charges,  fees, and costs)
shall bear interest at the highest rate authorized under this Promissory Note as
of the date of the judgment.

     10. Expenses  Of Collection.  If this  Promissory Note  is referred  to  an
attorney  for collection, whether or not judgment has been confessed or suit has
been filed, the BORROWER  shall pay all of  the holder's reasonable costs,  fees
(including,  but not limited  to, reasonable legal  fees) and expenses resulting
from such referral.

     11. Subsequent Holders.  In the event  that any holder  of this  Promissory
Note  transfers  this Promissory  Note for  value, the  BORROWER agrees  that no
subsequent holder of  this Promissory  Note shall be  subject to  any claims  or
defenses  which the BORROWER may  have against a prior  holder, all of which are
waived as to the subsequent holder,  and that all subsequent holders shall  have
all  of the rights of a  holder in due course with  respect to the BORROWER even
though the subsequent holder may not qualify, under applicable law, absent  this
paragraph, as a holder in due course.

     12.  Waiver Of  Protest. The BORROWER,  and all parties  to this Promissory
Note, whether  maker,  indorser,  or  guarantor,  waive  presentment  notice  of
dishonor and protest.

     13.  Extensions Of Maturity.  All parties to  this Promissory Note, whether
maker, indorser, or guarantor, agree that the maturity of this Promissory  Note,
or  any payment due hereunder, may be extended  at any time or from time to time
without releasing, discharging, or affecting the liability of such party.

     14. Commercial Loan. The BORROWER warrants that this Promissory Note is the
result of a commercial loan transaction within the meaning of Sections 12-101(c)
and 12-103(e), Commercial Law Article, Annotated Code of Maryland.

     15.  Binding Nature. This Promissory Note shall inure to the benefit of and
be enforceable by the BANK and the  BANK'S successors and assigns and any  other
person  to whom the BANK may grant  an interest in the BORROWER'S obligations to
the BANK, and  shall be  binding and enforceable  against the  BORROWER and  the
BORROWER'S personal representative, successors and assigns.

     16.  Invalidity Of Any Part.  If any provision or  part of any provision of
this  Promissory  Note  shall  for  any  reason  be  held  invalid,  illegal  or
unenforceable  in any  respect, such invalidity,  illegality or unenforceability
shall not  affect  any  other  provisions  of  this  Promissory  Note  and  this
Promissory  Note shall be construed as if such invalid, illegal or unenforceable
provision or  part thereof  had never  been contained  herein, but  only to  the
extent of its invalidity, illegality or unenforceability.

     17.  Choice  of Law.  This Promissory  Note  shall be  governed, construed,
interpreted,  enforced  and  its  validity  and  enforceability  determined   in
accordance  with the laws of the State of Maryland. The BORROWER consents to the
jurisdiction and venue of the courts of the State of Maryland and, if  diversity
of  citizenship  exists between  the BORROWER  and the  holder and  a sufficient
amount is in controversy or if some  other basis exists for the jurisdiction  of
the  federal courts, to the jurisdiction and venue of the United States District
Court for the District of Maryland.

     18. Actions Against Bank.  Any action brought by  the BORROWER against  the
BANK  which is  based, directly  or indirectly or  in whole  or in  part on this
Promissory Note or any matter in  or related to this Promissory Note,  including
but  not limited to the  making of the loan  or the administration or collection
thereof shall  be brought  only in  the courts  of the  State of  Maryland.  The
BORROWER  may not file a counterclaim against the  BANK in a suit brought by the
BANK against the BORROWER in  a state  other than  the State of Maryland  unless
under  the rules of procedure of the court  in which the BANK brought the action
the counterclaim is mandatory  and will be considered  waived unless filed as  a
counterclaim in the action instituted by the BANK.

     19. Waiver Of Jury Trial. The BORROWER  agrees  that  any  suit, action, or
proceeding,  whether  claim  or  counterclaim,  brought  or  instituted  by  the
BORROWER  or  any successor or assign of the BORROWER on or with respect to this
Promissory  Note  or  which  in  any way relates, directly or indirectly, to the
obligations of the BORROWER to the BANK under this Promissory Note or  any other
LOAN DOCUMENT,  or the dealings of the parties  with  respect  thereto, shall be
tried only by a  court and not by a  jury. The  BORROWER hereby expressly waives
any right to  a trial   by  jury  in  any  such  suit,  action,  or  proceeding.
The  BORROWER  acknowledges  and  agrees  that  this provision is a specific and
material aspect of  the  agreement between the  parties and that  the BANK would
not enter into  the  transaction  with  the  BORROWER  if  this  provision  were
not  part  of their agreement.

     IN  WITNESS  WHEREOF,  the  BORROWER  has  executed  this  Promissory  Note
specifically  intending this Promissory  Note to constitute  an instrument under
seal.

Dated as of July 10, 1997

<TABLE>
<CAPTION>
WITNESS/ATTEST:                      BORROWER (If a corporation or partnership):
<S>                                     <C>
                                         Chindex, Inc.
/s/                                      By: /s/ ROBERT C. GOODWIN, JR.  (SEAL)
    ---------------------------          --------------------------------------
                                         Name: Robert C. Goodwin, Jr.
                                         Title: Exec. Vice President &
                                         Asst. Sec.


/s/                                      By: /s/ RONALD ZILKOWSKI     (SEAL)
    ---------------------------          ----------------------------------
                                         Name: Ronald Zilkowski,
                                         Title: VP Finance & Controller
</TABLE>


<PAGE>

<TABLE>
<S>                                                                   <C>
[logo] First National Bank of Maryland                                  Exhibit 'A' to Film Promissory Note


Commercial Checking Account Number
                                                                        ------------------------------------

     Target Balance                                                     $  .0
            (The minimum collected balance that must be kept in the     ------------------------------------
            checking account).

     Minimum Loan Sweep Amount                                          $  .01
            (The minimum amount that may be advanced at any one time    ------------------------------------
            under the Promissory Note).

     Maximum Loan Amount                                                $1,750,000.00
            (The maximum aggregate amount which may be advanced and     ------------------------------------
            remain outstanding at any one time under the Promissory
            Note).

    Interest Rate                                                       See Schedule A
                                                                        ------------------------------------


     WITNESS:                                         BORROWER (If a corporation or partnership):
                                                          Chindex, Inc.           ,

/s/                                                   BY: /s/ ROBERT C. GOODWIN, JR.
- --------------------------                                ------------------------------              (SEAL)
                                                          Name: Robert C. Goodwin, Jr.
                                                          Title: Exec. Vice President & Asst. Sec.

/s/                                                   BY: /s/ RONALD ZILKOWSKI
- --------------------------                                ------------------------------              (SEAL)
                                                          Name: Ronald Zilkowski,
                                                          VP Finance & Controller
                                                          Date: 7/10, 1997

The BANK is executing this Exhibit A solely to evidence its consent to the terms of this Exhibit A.

                                                      THE FIRST NATIONAL BANK OF MARYLAND,
                                                      A National Banking Association
                                                      BY:
                                                         -------------------------------             (SEAL)
-------------------------                                Name: William N. Chalfant, Jr.
                                                         Title: Vice President
</TABLE>

<PAGE>


                                  SCHEDULE A


1. Other(continued):

At a rate of interest adjusted on the last day of each calendar month which is
equal to the current month's average (based on actual days of the month) of the
daily average of the immediately preceding three (3) months' daily quotations
by the Bank for the three (3) month London Interbank Offered Rate ("LIBOR") plus
one hundred (100) basis points.


                                           By: /s/ Ronald Zilkowski   (SEAL)
                                           Name/Title: Ronald Zilkowski,
                                                       Controller

                                           By: /s/ Robert C. Goodwin, Jr. (SEAL)
                                           Name/Title: Robert c. Goodwin, Jr.,
                                                       Executive V.P. & Asst.
                                                       Secretary