PRIMACARE
CORPORATION
PROMISSORY NOTE  



	U.S. $200,000	Henderson, Nevada, August 31, 2007 






     1.    
          GENERAL. FOR VALUE RECEIVED, PRIMACARE CORPORATION,
          a Florida corporation (“Payor”), does hereby covenant and
          promise to pay to the order of BLUEWATER PARTNERS S.A., a Panama
          corporation, or its assigns or successors (“Payee”), in legal
          tender of the United States, the sum of Two Hundred Thousand Dollars
          ($200,000.00), or so much thereof as maybe outstanding, plus interest as
          calculated below, which shall be due and payable upon the following terms and
          conditions contained in this promissory note (this “Note”).
          This Note is issued in connection with that certain LLC Membership Interest
          Purchase Agreement, dated as of September 6, 2007, among Medical Resources, LLC,
          Walter Janke and Lalita Janke, and Payor (the “Purchase
          Agreement”). Capitalized terms not otherwise defined herein shall have
          the meanings as set forth in the Purchase Agreement. 



     2.    
          Term. This Note shall mature on the fifth Business Day following
          the Closing Date (the “Maturity Date”). 



     3.    
          Payment Terms. The entire outstanding unpaid principal balance,
          plus all accrued interest thereon, plus a one-time $50,000 fee for advancing
          funds (collectively, the “Obligations”), shall be due and
          payable on the Maturity Date; provided, however that the one-time fee shall not
          be subject to interest accrual whatsoever. The Obligations shall be payable by
          wire transfer of immediately available funds to the account of Payee or by
          certified or official bank check payable to Payee delivered to Payee at the
          address of Payee as set on the records of Payee or such other business address
          as shall be designated in writing by Payee. 



     4.    
          Prepayment. The Payor may prepay the outstanding principal amount
          of this Note and any accrued interest or Obligation, in whole or in part at any
          time without penalty. 



     5.    
          Interest. Interest shall accrue on the outstanding principal
          balance the London Interbank Offered Rate for six months U.S. dollar deposits as
          published in the “Money Rates” column of the local edition of The Wall
          Street Journal (“LIBOR”) plus three percentage points (3%) per annum
          compounded annually, calculated on the basis of a 365-day year based upon the
          actual number of days lapsed. Notwithstanding the foregoing, upon an Event of
          Default (as defined below), this Note shall bear interest on and after the date
          of such Event of Default pursuant to Section 7.b below. 



     6.    
          Application of Payments. All payments made hereunder shall be
          applied first to accrued interest, and then to principal or in such other order
          or proportion as the Payee of this Note may elect. 



     7.    
          Default: 



        a.              Each
of the following events shall constitute an “Event of           Default”:  




            i.              The
Payor’s failure to pay to the Payee any of the Obligations when and as           due
under this Note, if such failure continues for a period of at least five (5)
          Business Days;  













            ii.              The
Payor: (1) applies for or consents to the appointment of a receiver,           trustee,
custodian or liquidator of it or any of its property, (2) files a           voluntary
petition in bankruptcy; (3) files an answer seeking reorganization or           an
arrangement with creditors; otherwise seeks to take advantage of any
          bankruptcy, reorganization, insolvency, readjustment of debt, dissolution,
          liquidation or other similar laws or statutes; (5) files any answer admitting
          the material allegations of a petition filed against it in any proceeding under
          any such laws identified in subsection 7.a.ii(4), or (6) makes a general
          assignment for the benefit of its creditors;  




            iii.              There
shall be filed against the Payor an involuntary petition seeking           reorganization
of the Payor or the appointment of a receiver, trustee, custodian           or liquidator
of the Payor or a substantial part of its assets, or an           involuntary petition
under any bankruptcy, reorganization or insolvency law or           any jurisdiction,
whether now or hereafter in effect (any of the foregoing           petitions being
hereinafter referred to as an “Involuntary           Petition”) and such
Involuntary Petition shall not have been dismissed           within ninety (90) days
after it was filed.  




            iv.              There
is a Change of Control of the Payor. For purposes of this Note, the term           “Change
of Control” means any of the following events, unless the           transaction is a
non-taxable mere change in corporate form of Payor: (1) all or           substantially
all of the Payor’s assets are sold or otherwise transferred;           (2) a
majority of voting control or, whether or not a single person holds such           voting
control, of the Payor is transferred or otherwise sold to any person; or           (3)
the Payor is merged (whether by pooling or any other accounting form) with
          another entity or entities or otherwise alters its form or capital structure
and           the persons holding a majority of voting control of the Payor before the
          transaction no longer hold such voting control of the surviving entity,
          regardless of whether the form of control by the third party is by contract,
          stock interest, or the existence of rights convertible into stock or other
          securities that would effectively control the Payor if exercised; or  




        b.    Default
Interest. Upon an Event of Default, and unless and           until cured,
the rate of interest accruing on the unpaid principal balance shall           be LIBOR
plus 5%, independent of whether the Payee of this Note elects to           accelerate the
unpaid principal balance as a result of such default.  




        c.    Remedies
on Event of Default. Upon an Event of Default and           at any time
thereafter during the continuance of such Event of Default, at the           election of
the Payee, the Obligations shall immediately become due and payable,           without
notice, presentment, demand, or protest, all of which are hereby           expressly
waived. In case any one or more Events of Default shall occur and be           continuing
and acceleration of this Note shall have occurred, the Payee may, inter alia,
proceed to protect and enforce its rights by an action at           law, suit in equity
or other appropriate proceeding, whether for the specific           performance of any
agreement contained in this Note, or for an injunction           against a violation of
any of the terms hereof or thereof or in and of the           exercise of any power
granted hereby or thereby or by law. No right conferred           upon the Payee hereby
shall be exclusive of any other right referred to herein           or hereafter available
at law, in equity, by statute or otherwise.  




2 










     8.    
          Transfer, Exchange or Replacement of Note. 



        a.    Transfer.
Except as provided in Section 10.h, this Note may not be           transferred without
the express written consent of the Payor. If this Note is to           be transferred,
the Payee shall surrender this Note to the Payor, whereupon the           Payor will
issue and deliver upon the order of the Payee a new Note, registered           as the
Payee may request, representing the outstanding principal being           transferred by
the Payee and, if less then the entire outstanding principal is           being
transferred, a new Note to the Payee representing the outstanding           principal not
being transferred. The Payee and any assignee, by acceptance of           this Note,
acknowledge and agree that, by reason of the provisions for           prepayment as
provided in Section 4, the outstanding principal represented by           this Note may
be less than the principal stated on the face of this Note.  




        b.    Exchange.
The Payee may, at its option, in person or by duly authorized           attorney,
surrender this Note for exchange, at the principal business office of           the
Payor, and receive in exchange therefor, a new Note in the same principal
          amount as the unpaid principal amount of this Note, each such new Note to be
          dated as of the date of this Note and to be in such principal amount as remains
          unpaid.  




        c.    Replacement.
Upon receipt by the Payor of evidence satisfactory to it of           the loss, theft,
destruction, or mutilation of this Note and (in the case of           loss, theft or
destruction) of an indemnity reasonably satisfactory to it, and           upon surrender
and cancellation of this Note, if mutilated, the Payor will           deliver a new Note
of like tenor in lieu of this Note. Any Note delivered in           accordance with the
provisions of this Section 8 shall be dated as of the date           of this Note.  




        d.    No
transfer by Payor. This Note may be transferred by the Payor in the           event
of a Change of Control of the Payor in the event that the security for           payment
hereof is maintained.  




     9.    
          Notices. All notices, demands and requests of any kind to be
          delivered to any party in connection with this Note shall be in writing and
          shall be deemed to have been duly given if personally delivered, sent by
          facsimile or if sent by nationally-recognized overnight courier or by registered
          or certified mail, return receipt requested and postage prepaid, addressed as
          follows: 



        if
to the Payor: 



	 	
PrimaCare
Corporation
2501 N. Green Valley Parkway, Suite 110
Henderson, NV 89014
Attention: Ashvin
Mascarenhas, President
Facsimile:  







3 









	 	
(with
a copy to)  






	 	
Foley
&Lardner LLP
100 N. Tampa St., Suite 2700
Tampa, FL 33602
Attention: Martin Traber,
Esq.
Facsimile: (813) 221-4210  






        if
to the Payee: 



	 	
Bluewater
Partners S.A.
222 Old Prospect Road
Grand Cayman, Cayman Islands KY1-1206 
Attention: Myron
Gushlak, Managing Director
Facsimile: (345) 947-5054  






or to such other address as the party
to whom notice is to be given may have furnished to the other parties hereto in writing in
accordance with the provisions of this Section. Any such notice or communication shall be
deemed to have been received (i) in the case of personal delivery, on the date of such
delivery, (ii) in the case of facsimile, when receipt is confirmed, (iii) in the case of
nationally-recognized overnight courier, on the next business day after the date when sent
and (iv) in the case of mailing, on the third business day following that on which the
piece of mail containing such communication is posted. 



     10.    
          Miscellaneous 



        a.    Extension
of Maturity. Should the Obigations become due and payable on           other than a
Business Day, the Maturity Date shall be extended to the next           succeeding
Business Day. For the purposes of this Note, a Business Day shall be           any day
that is not a Saturday, Sunday or legal holiday in the State of Florida.  




        b.    Attorneys’ and
Collection Fees. Should the Payee retain counsel to           enforce Payor’s
obligations hereunder, whether or not suit is instituted,           the Payor agrees to
pay, in addition to the Obligations, all reasonable costs of           collection,
including reasonable attorneys’ and professionals’ fees           and expenses,
incurred by the Payee in collecting or enforcing this Note.  




        c.    Amendments
and Waivers. This Note may be amended, and any provision           hereof may be
waived, only with the express written consent of the Payor and the           Payee.  




        d.    Choice
of Law and Consent to Venue and Jurisdiction. This Note shall be           governed,
construed and enforced in accordance with the laws of the State of           Florida. The
Payee consents to the sole and exclusive jurisdiction and venue of           the courts
of the State of Florida, exclusive of its choice of law provisions,           and to the
jurisdiction and venue in a court of competent jurisdiction in and           for
Hillsborough County, Florida.  




        e.    Waiver
of Jury Trial: PAYOR AND PAYEE HEREBY KNOWINGLY,           VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY           IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN           CONNECTION WITH
THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN           CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS           (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A           MATERIAL
INDUCEMENT FOR PAYOR AND HOLDER ENTERING INTO THIS AGREEMENT.  





4 









        f.    Invalidity
of Any Part. If any provisions or part of any provision of           this 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 or the remaining part of any effective provisions of this Note,           and
this 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.  




        g.    Time.
Time is of the essence hereunder.  




        h.    Binding
nature. This Note is binding on the parties and their successors           and
assigns. Without limiting the foregoing, Payor acknowledges and agrees that
          Payee’s estate, personal representatives, executors and beneficiaries
          shall, upon Payee’s death, succeed to all of his rights and entitlements
          hereunder and to enforce the other terms and conditions herein. For the
          avoidance of doubt, any place in this agreement where the word “Payee”          appears
it shall include any person who shall be a holder of this Note.  




[Remainder of page
intentionally left blank]  










5 













        IN
WITNESS WHEREOF, the Payor has caused this Note to be duly executed by its duly authorized
officer as of the date first written above, and the parties agree to be bound by the terms
and conditions contained herein. 



		PRIMACARE CORPORATION
	

 	By:  /s/ Ashvin Mascarenhas
		        Name: Ashvin Mascarenhas
		        Title: President






        FOR
VALUE RECEIVED and in consideration for and as an inducement to Payee to extend to the
Payor the debt for which this Note is issued, Ashvin Mascarenhasl
(the “Guarantor”), hereby guarantees to Payee the full, complete,
and timely payment of all amounts owing from time to time by Payor to Payee under this
Note. This Guaranty is absolute and unconditional. Guarantor waives all rights to notice
in connection with this Guaranty, including, but not limited to, notice of acceptance of
this Guaranty by Payee. Guarantor agrees that, with or without notice to Guarantor, the
Payee may at any time, either with or without consideration, agree to any amendment,
modification or assignment of the terms of this Note. This Guaranty shall bind and inure
to the benefit of the respective heirs, personal representatives, successors and assigns
of Guarantor. 



GUARANTOR: 



/s/ Ashvin Mascarenhas
Ashvin
Mascarenhas  














PRIMACARE
CORPORATION
PROMISSORY NOTE  



	U.S. $200,000	Henderson, Nevada, September 28, 2007 






     1.    
          GENERAL. FOR VALUE RECEIVED, PRIMACARE CORPORATION,
          a Florida corporation (“Payor”), does hereby covenant and
          promise to pay to the order of BLUEWATER PARTNERS S.A., a Panama
          corporation, or its assigns or successors (“Payee”), in legal
          tender of the United States, the sum of Two Hundred Thousand Dollars
          ($200,000.00), or so much thereof as maybe outstanding, plus interest as
          calculated below, which shall be due and payable upon the following terms and
          conditions contained in this promissory note (this “Note”).
          This Note is issued in connection with that certain LLC Membership Interest
          Purchase Agreement, dated as of September 6, 2007, among Medical Resources, LLC,
          Walter Janke and Lalita Janke, and Payor (the “Purchase
          Agreement”). Capitalized terms not otherwise defined herein shall have
          the meanings as set forth in the Purchase Agreement. 



     2.    
          Term. This Note shall mature on the fifth Business Day following
          the Closing Date (the “Maturity Date”). 



     3.    
          Payment Terms. The entire outstanding unpaid principal balance,
          plus all accrued interest thereon (collectively, the
          “Obligations”), shall be due and payable on the Maturity Date.
          The Obligations shall be payable by wire transfer of immediately available funds
          to the account of Payee or by certified or official bank check payable to Payee
          delivered to Payee at the address of Payee as set on the records of Payee or
          such other business address as shall be designated in writing by Payee. 



     4.    
          Prepayment. The Payor may prepay the outstanding principal amount
          of this Note and any accrued interest, in whole or in part at any time without
          penalty. 



     5.    
          Interest. Interest shall accrue on the outstanding principal
          balance the London Interbank Offered Rate for six months U.S. dollar deposits as
          published in the “Money Rates” column of the local edition of The Wall
          Street Journal (“LIBOR”) plus three percentage points (3%) per annum
          compounded annually, calculated on the basis of a 365-day year based upon the
          actual number of days lapsed. Notwithstanding the foregoing, upon an Event of
          Default (as defined below), this Note shall bear interest on and after the date
          of such Event of Default pursuant to Section 7.b below. 



     6.    
          Application of Payments. All payments made hereunder shall be
          applied first to accrued interest, and then to principal or in such other order
          or proportion as the Payee of this Note may elect. 



     7.    
          Default: 



        a.              Each
of the following events shall constitute an “Event of           Default”:  




            i.              The
Payor’s failure to pay to the Payee any of the Obligations when and as           due
under this Note, if such failure continues for a period of at least five (5)
          Business Days;  













            ii.              The
Payor: (1) applies for or consents to the appointment of a receiver,           trustee,
custodian or liquidator of it or any of its property, (2) files a           voluntary
petition in bankruptcy; (3) files an answer seeking reorganization or           an
arrangement with creditors; (4) otherwise seeks to take advantage of any
          bankruptcy, reorganization, insolvency, readjustment of debt, dissolution,
          liquidation or other similar laws or statutes; (5) files any answer admitting
          the material allegations of a petition filed against it in any proceeding under
          any such laws identified in subsection 7.a.ii(4), or (6) makes a general
          assignment for the benefit of its creditors;  




            iii.              There
shall be filed against the Payor an involuntary petition seeking           reorganization
of the Payor or the appointment of a receiver, trustee, custodian           or liquidator
of the Payor or a substantial part of its assets, or an           involuntary petition
under any bankruptcy, reorganization or insolvency law or           any jurisdiction,
whether now or hereafter in effect (any of the foregoing           petitions being
hereinafter referred to as an “Involuntary           Petition”) and such
Involuntary Petition shall not have been dismissed           within ninety (90) days
after it was filed.  




            iv.              There
is a Change of Control of the Payor. For purposes of this Note, the term           “Change
of Control” means any of the following events, unless the           transaction is a
non-taxable mere change in corporate form of Payor: (1) all or           substantially
all of the Payor’s assets are sold or otherwise transferred;           (2) a
majority of voting control or, whether or not a single person holds such           voting
control, of the Payor is transferred or otherwise sold to any person; or           (3)
the Payor is merged (whether by pooling or any other accounting form) with
          another entity or entities or otherwise alters its form or capital structure
and           the persons holding a majority of voting control of the Payor before the
          transaction no longer hold such voting control of the surviving entity,
          regardless of whether the form of control by the third party is by contract,
          stock interest, or the existence of rights convertible into stock or other
          securities that would effectively control the Payor if exercised; or  




        b.    Default
Interest. Upon an Event of Default, and unless and           until cured,
the rate of interest accruing on the unpaid principal balance shall           be LIBOR
plus 5%, independent of whether the Payee of this Note elects to           accelerate the
unpaid principal balance as a result of such default.  




        c.    Remedies
on Event of Default. Upon an Event of Default and           at any time
thereafter during the continuance of such Event of Default, at the           election of
the Payee, the Obligations shall immediately become due and payable,           without
notice, presentment, demand, or protest, all of which are hereby           expressly
waived. In case any one or more Events of Default shall occur and be           continuing
and acceleration of this Note shall have occurred, the Payee may, inter alia,
proceed to protect and enforce its rights by an action at           law, suit in equity
or other appropriate proceeding, whether for the specific           performance of any
agreement contained in this Note, or for an injunction           against a violation of
any of the terms hereof or thereof or in and of the           exercise of any power
granted hereby or thereby or by law. No right conferred           upon the Payee hereby
shall be exclusive of any other right referred to herein           or hereafter available
at law, in equity, by statute or otherwise.  




2 











     8.    
          Transfer, Exchange or Replacement of Note. 



        a.    Transfer.
Except as provided in Section 10.h, this Note may not be           transferred without
the express written consent of the Payor. If this Note is to           be transferred,
the Payee shall surrender this Note to the Payor, whereupon the           Payor will
issue and deliver upon the order of the Payee a new Note, registered           as the
Payee may request, representing the outstanding principal being           transferred by
the Payee and, if less then the entire outstanding principal is           being
transferred, a new Note to the Payee representing the outstanding           principal not
being transferred. The Payee and any assignee, by acceptance of           this Note,
acknowledge and agree that, by reason of the provisions for           prepayment as
provided in Section 4, the outstanding principal represented by           this Note may
be less than the principal stated on the face of this Note.  




        b.    Exchange.
The Payee may, at its option, in person or by duly authorized           attorney,
surrender this Note for exchange, at the principal business office of           the
Payor, and receive in exchange therefor, a new Note in the same principal
          amount as the unpaid principal amount of this Note, each such new Note to be
          dated as of the date of this Note and to be in such principal amount as remains
          unpaid.  




        c.    Replacement.
Upon receipt by the Payor of evidence satisfactory to it of           the loss, theft,
destruction, or mutilation of this Note and (in the case of           loss, theft or
destruction) of an indemnity reasonably satisfactory to it, and           upon surrender
and cancellation of this Note, if mutilated, the Payor will           deliver a new Note
of like tenor in lieu of this Note. Any Note delivered in           accordance with the
provisions of this Section 8 shall be dated as of the date           of this Note.  




        d.    No
transfer by Payor. This Note may be transferred by the Payor in the           event
of a Change of Control of the Payor in the event that the security for           payment
hereof is maintained.  




     9.    
          Notices. All notices, demands and requests of any kind to be
          delivered to any party in connection with this Note shall be in writing and
          shall be deemed to have been duly given if personally delivered, sent by
          facsimile or if sent by nationally-recognized overnight courier or by registered
          or certified mail, return receipt requested and postage prepaid, addressed as
          follows: 



        if
to the Payor: 



	 	
PrimaCare
Corporation
2501 N. Green Valley Parkway, Suite 110
Henderson, NV 89014
Attention: Ashvin
Mascarenhas, President
Facsimile:  






3 











	 	
(with
a copy to)  






	 	
Foley
&Lardner LLP100 N. Tampa St., Suite 2700Tampa, FL 33602Attention: Martin Traber,
Esq.Facsimile: (813) 221-4210  






        if
to the Payee: 



	 	
Bluewater
Partners S.A.
222 Old Prospect Road
Grand Cayman, Cayman Islands KY1-1206 
Attention: Myron
Gushlak, Managing Director
Facsimile: (345) 947-5054  






or to such other address as the party
to whom notice is to be given may have furnished to the other parties hereto in writing in
accordance with the provisions of this Section. Any such notice or communication shall be
deemed to have been received (i) in the case of personal delivery, on the date of such
delivery, (ii) in the case of facsimile, when receipt is confirmed, (iii) in the case of
nationally-recognized overnight courier, on the next business day after the date when sent
and (iv) in the case of mailing, on the third business day following that on which the
piece of mail containing such communication is posted. 



     10.    
          Miscellaneous 



        a.    Extension
of Maturity. Should the Obigations become due and payable on           other than a
Business Day, the Maturity Date shall be extended to the next           succeeding
Business Day. For the purposes of this Note, a Business Day shall be           any day
that is not a Saturday, Sunday or legal holiday in the State of Florida.  




        b.    Attorneys’ and
Collection Fees. Should the Payee retain counsel to           enforce Payor’s
obligations hereunder, whether or not suit is instituted,           the Payor agrees to
pay, in addition to the Obligations, all reasonable costs of           collection,
including reasonable attorneys’ and professionals’ fees           and expenses,
incurred by the Payee in collecting or enforcing this Note.  




        c.    Amendments
and Waivers. This Note may be amended, and any provision           hereof may be
waived, only with the express written consent of the Payor and the           Payee.  




        d.    Choice
of Law and Consent to Venue and Jurisdiction. This Note shall be           governed,
construed and enforced in accordance with the laws of the State of           Florida. The
Payee consents to the sole and exclusive jurisdiction and venue of           the courts
of the State of Florida, exclusive of its choice of law provisions,           and to the
jurisdiction and venue in a court of competent jurisdiction in and           for
Hillsborough County, Florida.  




        e.    Waiver
of Jury Trial: PAYOR AND PAYEE HEREBY KNOWINGLY,           VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY           IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN           CONNECTION WITH
THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN           CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS           (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A           MATERIAL
INDUCEMENT FOR PAYOR AND HOLDER ENTERING INTO THIS AGREEMENT.  




4 










        f.    Invalidity
of Any Part. If any provisions or part of any provision of           this 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 or the remaining part of any effective provisions of this Note,           and
this 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.  




        g.    Time.
Time is of the essence hereunder.  




        h.    Binding
nature. This Note is binding on the parties and their successors           and
assigns. Without limiting the foregoing, Payor acknowledges and agrees that
          Payee’s estate, personal representatives, executors and beneficiaries
          shall, upon Payee’s death, succeed to all of his rights and entitlements
          hereunder and to enforce the other terms and conditions herein. For the
          avoidance of doubt, any place in this agreement where the word “Payee”          appears
it shall include any person who shall be a holder of this Note.  




[Remainder of page
intentionally left blank]  










5 











        IN
WITNESS WHEREOF, the Payor has caused this Note to be duly executed by its duly authorized
officer as of the date first written above, and the parties agree to be bound by the terms
and conditions contained herein. 



		PRIMACARE CORPORATION
	

 	By:  /s/ Ashvin Mascarenhas
		        Name: Ashvin Mascarenhas
		        Title: President






        FOR
VALUE RECEIVED and in consideration for and as an inducement to Payee to extend to the
Payor the debt for which this Note is issued, Ashvin Mascarenhasl
(the “Guarantor”), hereby guarantees to Payee the full, complete,
and timely payment of all amounts owing from time to time by Payor to Payee under this
Note. This Guaranty is absolute and unconditional. Guarantor waives all rights to notice
in connection with this Guaranty, including, but not limited to, notice of acceptance of
this Guaranty by Payee. Guarantor agrees that, with or without notice to Guarantor, the
Payee may at any time, either with or without consideration, agree to any amendment,
modification or assignment of the terms of this Note. This Guaranty shall bind and inure
to the benefit of the respective heirs, personal representatives, successors and assigns
of Guarantor. 



GUARANTOR: 



/s/ Ashvin Mascarenhas 
Ashvin Mascarenhas 















PRIMACARE
CORPORATION
PROMISSORY NOTE  



	U.S. $200,000	Henderson, Nevada, October 31, 2007 






     1.    
          GENERAL. FOR VALUE RECEIVED, PRIMACARE CORPORATION,
          a Florida corporation (“Payor”), does hereby covenant and
          promise to pay to the order of BLUEWATER PARTNERS S.A., a Panama
          corporation, or its assigns or successors (“Payee”), in legal
          tender of the United States, the sum of Two Hundred Thousand Dollars
          ($200,000.00), or so much thereof as maybe outstanding, plus interest as
          calculated below, which shall be due and payable upon the following terms and
          conditions contained in this promissory note (this “Note”).
          This Note is issued in connection with that certain LLC Membership Interest
          Purchase Agreement, dated as of September 6, 2007, among Medical Resources, LLC,
          Walter Janke and Lalita Janke, and Payor (the “Purchase
          Agreement”). Capitalized terms not otherwise defined herein shall have
          the meanings as set forth in the Purchase Agreement. 



     2.    
          Term. This Note shall mature on the fifth Business Day following
          the Closing Date (the “Maturity Date”). 



     3.    
          Payment Terms. The entire outstanding unpaid principal balance,
          plus all accrued interest thereon (collectively, the
          “Obligations”), shall be due and payable on the Maturity Date.
          The Obligations shall be payable by wire transfer of immediately available funds
          to the account of Payee or by certified or official bank check payable to Payee
          delivered to Payee at the address of Payee as set on the records of Payee or
          such other business address as shall be designated in writing by Payee. 



     4.    
          Prepayment. The Payor may prepay the outstanding principal amount
          of this Note and any accrued interest, in whole or in part at any time without
          penalty. 



     5.    
          Interest. Interest shall accrue on the outstanding principal
          balance the London Interbank Offered Rate for six months U.S. dollar deposits as
          published in the “Money Rates” column of the local edition of The Wall
          Street Journal (“LIBOR”) plus three percentage points (3%) per annum
          compounded annually, calculated on the basis of a 365-day year based upon the
          actual number of days lapsed. Notwithstanding the foregoing, upon an Event of
          Default (as defined below), this Note shall bear interest on and after the date
          of such Event of Default pursuant to Section 7.b below. 



     6.    
          Application of Payments. All payments made hereunder shall be
          applied first to accrued interest, and then to principal or in such other order
          or proportion as the Payee of this Note may elect. 



     7.    
          Default: 



        a.              Each
of the following events shall constitute an “Event of           Default”:  




            i.              The
Payor’s failure to pay to the Payee any of the Obligations when and as           due
under this Note, if such failure continues for a period of at least five (5)
          Business Days;  













            ii.              The
Payor: (1) applies for or consents to the appointment of a receiver,           trustee,
custodian or liquidator of it or any of its property, (2) files a           voluntary
petition in bankruptcy; (3) files an answer seeking reorganization or           an
arrangement with creditors; (4) otherwise seeks to take advantage of any
          bankruptcy, reorganization, insolvency, readjustment of debt, dissolution,
          liquidation or other similar laws or statutes; (5) files any answer admitting
          the material allegations of a petition filed against it in any proceeding under
          any such laws identified in subsection 7.a.ii(4), or (6) makes a general
          assignment for the benefit of its creditors;  




            iii.              There
shall be filed against the Payor an involuntary petition seeking           reorganization
of the Payor or the appointment of a receiver, trustee, custodian           or liquidator
of the Payor or a substantial part of its assets, or an           involuntary petition
under any bankruptcy, reorganization or insolvency law or           any jurisdiction,
whether now or hereafter in effect (any of the foregoing           petitions being
hereinafter referred to as an “Involuntary           Petition”) and such
Involuntary Petition shall not have been dismissed           within ninety (90) days
after it was filed.  




            iv.              There
is a Change of Control of the Payor. For purposes of this Note, the term           “Change
of Control” means any of the following events, unless the           transaction is a
non-taxable mere change in corporate form of Payor: (1) all or           substantially
all of the Payor’s assets are sold or otherwise transferred;           (2) a
majority of voting control or, whether or not a single person holds such           voting
control, of the Payor is transferred or otherwise sold to any person; or           (3)
the Payor is merged (whether by pooling or any other accounting form) with
          another entity or entities or otherwise alters its form or capital structure
and           the persons holding a majority of voting control of the Payor before the
          transaction no longer hold such voting control of the surviving entity,
          regardless of whether the form of control by the third party is by contract,
          stock interest, or the existence of rights convertible into stock or other
          securities that would effectively control the Payor if exercised; or  




        b.    Default
Interest. Upon an Event of Default, and unless and           until cured,
the rate of interest accruing on the unpaid principal balance shall           be LIBOR
plus 5%, independent of whether the Payee of this Note elects to           accelerate the
unpaid principal balance as a result of such default.  




        c.    Remedies
on Event of Default. Upon an Event of Default and           at any time
thereafter during the continuance of such Event of Default, at the           election of
the Payee, the Obligations shall immediately become due and payable,           without
notice, presentment, demand, or protest, all of which are hereby           expressly
waived. In case any one or more Events of Default shall occur and be           continuing
and acceleration of this Note shall have occurred, the Payee may, inter alia,
proceed to protect and enforce its rights by an action at           law, suit in equity
or other appropriate proceeding, whether for the specific           performance of any
agreement contained in this Note, or for an injunction           against a violation of
any of the terms hereof or thereof or in and of the           exercise of any power
granted hereby or thereby or by law. No right conferred           upon the Payee hereby
shall be exclusive of any other right referred to herein           or hereafter available
at law, in equity, by statute or otherwise.  




2 










     8.    
          Transfer, Exchange or Replacement of Note. 



        a.    Transfer.
Except as provided in Section 10.h, this Note may not be           transferred without
the express written consent of the Payor. If this Note is to           be transferred,
the Payee shall surrender this Note to the Payor, whereupon the           Payor will
issue and deliver upon the order of the Payee a new Note, registered           as the
Payee may request, representing the outstanding principal being           transferred by
the Payee and, if less then the entire outstanding principal is           being
transferred, a new Note to the Payee representing the outstanding           principal not
being transferred. The Payee and any assignee, by acceptance of           this Note,
acknowledge and agree that, by reason of the provisions for           prepayment as
provided in Section 4, the outstanding principal represented by           this Note may
be less than the principal stated on the face of this Note.  




        b.    Exchange.
The Payee may, at its option, in person or by duly authorized           attorney,
surrender this Note for exchange, at the principal business office of           the
Payor, and receive in exchange therefor, a new Note in the same principal
          amount as the unpaid principal amount of this Note, each such new Note to be
          dated as of the date of this Note and to be in such principal amount as remains
          unpaid.  




        c.    Replacement.
Upon receipt by the Payor of evidence satisfactory to it of           the loss, theft,
destruction, or mutilation of this Note and (in the case of           loss, theft or
destruction) of an indemnity reasonably satisfactory to it, and           upon surrender
and cancellation of this Note, if mutilated, the Payor will           deliver a new Note
of like tenor in lieu of this Note. Any Note delivered in           accordance with the
provisions of this Section 8 shall be dated as of the date           of this Note.  




        d.    No
transfer by Payor. This Note may be transferred by the Payor in the           event
of a Change of Control of the Payor in the event that the security for           payment
hereof is maintained.  




     9.    
          Notices. All notices, demands and requests of any kind to be
          delivered to any party in connection with this Note shall be in writing and
          shall be deemed to have been duly given if personally delivered, sent by
          facsimile or if sent by nationally-recognized overnight courier or by registered
          or certified mail, return receipt requested and postage prepaid, addressed as
          follows: 



        if
to the Payor: 



	 	
PrimaCare
Corporation
2501 N. Green Valley Parkway, Suite 110
Henderson, NV 89014
Attention: Ashvin
Mascarenhas, President
Facsimile:  







3 









	 	
(with
a copy to)  






	 	
Foley
&Lardner LLP
100 N. Tampa St., Suite 2700
Tampa, FL 33602
Attention: Martin Traber,
Esq.
Facsimile: (813) 221-4210  






        if
to the Payee: 



	 	
Bluewater
Partners S.A.
222 Old Prospect Road
Grand Cayman, Cayman Islands KY1-1206 
Attention: Myron
Gushlak, Managing Director
Facsimile: (345) 947-5054  






or to such other address as the party
to whom notice is to be given may have furnished to the other parties hereto in writing in
accordance with the provisions of this Section. Any such notice or communication shall be
deemed to have been received (i) in the case of personal delivery, on the date of such
delivery, (ii) in the case of facsimile, when receipt is confirmed, (iii) in the case of
nationally-recognized overnight courier, on the next business day after the date when sent
and (iv) in the case of mailing, on the third business day following that on which the
piece of mail containing such communication is posted. 



     10.    
          Miscellaneous 



        a.    Extension
of Maturity. Should the Obigations become due and payable on           other than a
Business Day, the Maturity Date shall be extended to the next           succeeding
Business Day. For the purposes of this Note, a Business Day shall be           any day
that is not a Saturday, Sunday or legal holiday in the State of Florida.  




        b.    Attorneys’ and
Collection Fees. Should the Payee retain counsel to           enforce Payor’s
obligations hereunder, whether or not suit is instituted,           the Payor agrees to
pay, in addition to the Obligations, all reasonable costs of           collection,
including reasonable attorneys’ and professionals’ fees           and expenses,
incurred by the Payee in collecting or enforcing this Note.  




        c.    Amendments
and Waivers. This Note may be amended, and any provision           hereof may be
waived, only with the express written consent of the Payor and the           Payee.  




        d.    Choice
of Law and Consent to Venue and Jurisdiction. This Note shall be           governed,
construed and enforced in accordance with the laws of the State of           Florida. The
Payee consents to the sole and exclusive jurisdiction and venue of           the courts
of the State of Florida, exclusive of its choice of law provisions,           and to the
jurisdiction and venue in a court of competent jurisdiction in and           for
Hillsborough County, Florida.  




        e.    Waiver
of Jury Trial: PAYOR AND PAYEE HEREBY KNOWINGLY,           VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY           IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN           CONNECTION WITH
THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN           CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS           (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A           MATERIAL
INDUCEMENT FOR PAYOR AND HOLDER ENTERING INTO THIS AGREEMENT.  





4 









        f.    Invalidity
of Any Part. If any provisions or part of any provision of           this 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 or the remaining part of any effective provisions of this Note,           and
this 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.  




        g.    Time.
Time is of the essence hereunder.  




        h.    Binding
nature. This Note is binding on the parties and their successors           and
assigns. Without limiting the foregoing, Payor acknowledges and agrees that
          Payee’s estate, personal representatives, executors and beneficiaries
          shall, upon Payee’s death, succeed to all of his rights and entitlements
          hereunder and to enforce the other terms and conditions herein. For the
          avoidance of doubt, any place in this agreement where the word “Payee”          appears
it shall include any person who shall be a holder of this Note.  




[Remainder of page
intentionally left blank]  










5 











        IN
WITNESS WHEREOF, the Payor has caused this Note to be duly executed by its duly authorized
officer as of the date first written above, and the parties agree to be bound by the terms
and conditions contained herein. 



		PRIMACARE CORPORATION
	

 	By:  /s/ Ashvin Mascarenhas
		        Name: Ashvin Mascarenhas
		        Title: President





        FOR
VALUE RECEIVED and in consideration for and as an inducement to Payee to extend to the
Payor the debt for which this Note is issued, Ashvin Mascarenhasl
(the “Guarantor”), hereby guarantees to Payee the full, complete,
and timely payment of all amounts owing from time to time by Payor to Payee under this
Note. This Guaranty is absolute and unconditional. Guarantor waives all rights to notice
in connection with this Guaranty, including, but not limited to, notice of acceptance of
this Guaranty by Payee. Guarantor agrees that, with or without notice to Guarantor, the
Payee may at any time, either with or without consideration, agree to any amendment,
modification or assignment of the terms of this Note. This Guaranty shall bind and inure
to the benefit of the respective heirs, personal representatives, successors and assigns
of Guarantor. 



GUARANTOR: 



/s/ Ashvin Mascarenhas 
Ashvin Mascarenhas 














PRIMACARE
CORPORATION
PROMISSORY NOTE  


	U.S. $250,000	Henderson, Nevada, November 30, 2007 






     1.    
          GENERAL. FOR VALUE RECEIVED, PRIMACARE CORPORATION,
          a Florida corporation (“Payor”), does hereby covenant and
          promise to pay to the order of BLUEWATER PARTNERS S.A., a Panama
          corporation, or its assigns or successors (“Payee”), in legal
          tender of the United States, the sum of Two Hundred Fifty Thousand Dollars
          ($250,000.00), or so much thereof as maybe outstanding, plus interest as
          calculated below, which shall be due and payable upon the following terms and
          conditions contained in this promissory note (this “Note”).
          This Note is issued in connection with that certain LLC Membership Interest
          Purchase Agreement, dated as of September 6, 2007, among Medical Resources, LLC,
          Walter Janke and Lalita Janke, and Payor (the “Purchase
          Agreement”). Capitalized terms not otherwise defined herein shall have
          the meanings as set forth in the Purchase Agreement. 



     2.    
          Term. This Note shall mature on the fifth Business Day following
          the Closing Date (the “Maturity Date”). 



     3.    
          Payment Terms. The entire outstanding unpaid principal balance,
          plus all accrued interest thereon (collectively, the
          “Obligations”), shall be due and payable on the Maturity Date.
          The Obligations shall be payable by wire transfer of immediately available funds
          to the account of Payee or by certified or official bank check payable to Payee
          delivered to Payee at the address of Payee as set on the records of Payee or
          such other business address as shall be designated in writing by Payee. 



     4.    
          Prepayment. The Payor may prepay the outstanding principal amount
          of this Note and any accrued interest, in whole or in part at any time without
          penalty. 



     5.    
          Interest. Interest shall accrue on the outstanding principal
          balance the London Interbank Offered Rate for six months U.S. dollar deposits as
          published in the “Money Rates” column of the local edition of The Wall
          Street Journal (“LIBOR”) plus three percentage points (3%) per annum
          compounded annually, calculated on the basis of a 365-day year based upon the
          actual number of days lapsed. Notwithstanding the foregoing, upon an Event of
          Default (as defined below), this Note shall bear interest on and after the date
          of such Event of Default pursuant to Section 7.b below. 



     6.    
          Application of Payments. All payments made hereunder shall be
          applied first to accrued interest, and then to principal or in such other order
          or proportion as the Payee of this Note may elect. 



     7.    
          Default: 



        a.              Each
of the following events shall constitute an “Event of           Default”:  




            i.              The
Payor’s failure to pay to the Payee any of the Obligations when and as           due
under this Note, if such failure continues for a period of at least five (5)
          Business Days;  













            ii.              The
Payor: (1) applies for or consents to the appointment of a receiver,           trustee,
custodian or liquidator of it or any of its property, (2) files a           voluntary
petition in bankruptcy; (3) files an answer seeking reorganization or           an
arrangement with creditors; (4) otherwise seeks to take advantage of any
          bankruptcy, reorganization, insolvency, readjustment of debt, dissolution,
          liquidation or other similar laws or statutes; (5) files any answer admitting
          the material allegations of a petition filed against it in any proceeding under
          any such laws identified in subsection 7.a.ii(4), or (6) makes a general
          assignment for the benefit of its creditors;  




            iii.              There
shall be filed against the Payor an involuntary petition seeking           reorganization
of the Payor or the appointment of a receiver, trustee, custodian           or liquidator
of the Payor or a substantial part of its assets, or an           involuntary petition
under any bankruptcy, reorganization or insolvency law or           any jurisdiction,
whether now or hereafter in effect (any of the foregoing           petitions being
hereinafter referred to as an “Involuntary           Petition”) and such
Involuntary Petition shall not have been dismissed           within ninety (90) days
after it was filed.  




            iv.              There
is a Change of Control of the Payor. For purposes of this Note, the term           “Change
of Control” means any of the following events, unless the           transaction is a
non-taxable mere change in corporate form of Payor: (1) all or           substantially
all of the Payor’s assets are sold or otherwise transferred;           (2) a
majority of voting control or, whether or not a single person holds such           voting
control, of the Payor is transferred or otherwise sold to any person; or           (3)
the Payor is merged (whether by pooling or any other accounting form) with
          another entity or entities or otherwise alters its form or capital structure
and           the persons holding a majority of voting control of the Payor before the
          transaction no longer hold such voting control of the surviving entity,
          regardless of whether the form of control by the third party is by contract,
          stock interest, or the existence of rights convertible into stock or other
          securities that would effectively control the Payor if exercised; or  




        b.    Default
Interest. Upon an Event of Default, and unless and           until cured,
the rate of interest accruing on the unpaid principal balance shall           be LIBOR
plus 5%, independent of whether the Payee of this Note elects to           accelerate the
unpaid principal balance as a result of such default.  




        c.    Remedies
on Event of Default. Upon an Event of Default and           at any time
thereafter during the continuance of such Event of Default, at the           election of
the Payee, the Obligations shall immediately become due and payable,           without
notice, presentment, demand, or protest, all of which are hereby           expressly
waived. In case any one or more Events of Default shall occur and be           continuing
and acceleration of this Note shall have occurred, the Payee may, inter alia,
proceed to protect and enforce its rights by an action at           law, suit in equity
or other appropriate proceeding, whether for the specific           performance of any
agreement contained in this Note, or for an injunction           against a violation of
any of the terms hereof or thereof or in and of the           exercise of any power
granted hereby or thereby or by law. No right conferred           upon the Payee hereby
shall be exclusive of any other right referred to herein           or hereafter available
at law, in equity, by statute or otherwise.  




2 










     8.    
          Transfer, Exchange or Replacement of Note. 



        a.    Transfer.
Except as provided in Section 10.h, this Note may not be           transferred without
the express written consent of the Payor. If this Note is to           be transferred,
the Payee shall surrender this Note to the Payor, whereupon the           Payor will
issue and deliver upon the order of the Payee a new Note, registered           as the
Payee may request, representing the outstanding principal being           transferred by
the Payee and, if less then the entire outstanding principal is           being
transferred, a new Note to the Payee representing the outstanding           principal not
being transferred. The Payee and any assignee, by acceptance of           this Note,
acknowledge and agree that, by reason of the provisions for           prepayment as
provided in Section 4, the outstanding principal represented by           this Note may
be less than the principal stated on the face of this Note.  




        b.    Exchange.
The Payee may, at its option, in person or by duly authorized           attorney,
surrender this Note for exchange, at the principal business office of           the
Payor, and receive in exchange therefor, a new Note in the same principal
          amount as the unpaid principal amount of this Note, each such new Note to be
          dated as of the date of this Note and to be in such principal amount as remains
          unpaid.  




        c.    Replacement.
Upon receipt by the Payor of evidence satisfactory to it of           the loss, theft,
destruction, or mutilation of this Note and (in the case of           loss, theft or
destruction) of an indemnity reasonably satisfactory to it, and           upon surrender
and cancellation of this Note, if mutilated, the Payor will           deliver a new Note
of like tenor in lieu of this Note. Any Note delivered in           accordance with the
provisions of this Section 8 shall be dated as of the date           of this Note.  




        d.    No
transfer by Payor. This Note may be transferred by the Payor in the           event
of a Change of Control of the Payor in the event that the security for           payment
hereof is maintained.  




     9.    
          Notices. All notices, demands and requests of any kind to be
          delivered to any party in connection with this Note shall be in writing and
          shall be deemed to have been duly given if personally delivered, sent by
          facsimile or if sent by nationally-recognized overnight courier or by registered
          or certified mail, return receipt requested and postage prepaid, addressed as
          follows: 



        if
to the Payor: 



	 	
PrimaCare
Corporation
2501 N. Green Valley Parkway, Suite 110
Henderson, NV 89014
Attention: Ashvin
Mascarenhas, President
Facsimile:  







3 











	 	
(with
a copy to)  






	 	
Foley
&Lardner LLP
100 N. Tampa St., Suite 2700
Tampa, FL 33602
Attention: Martin Traber,
Esq.
Facsimile: (813) 221-4210  






        if
to the Payee: 



	 	
Bluewater
Partners S.A.
222 Old Prospect Road
Grand Cayman, Cayman Islands KY1-1206 
Attention: Myron
Gushlak, Managing Director
Facsimile: (345) 947-5054  






or to such other address as the party
to whom notice is to be given may have furnished to the other parties hereto in writing in
accordance with the provisions of this Section. Any such notice or communication shall be
deemed to have been received (i) in the case of personal delivery, on the date of such
delivery, (ii) in the case of facsimile, when receipt is confirmed, (iii) in the case of
nationally-recognized overnight courier, on the next business day after the date when sent
and (iv) in the case of mailing, on the third business day following that on which the
piece of mail containing such communication is posted. 



     10.    
          Miscellaneous 



        a.    Extension
of Maturity. Should the Obigations become due and payable on           other than a
Business Day, the Maturity Date shall be extended to the next           succeeding
Business Day. For the purposes of this Note, a Business Day shall be           any day
that is not a Saturday, Sunday or legal holiday in the State of Florida.  




        b.    Attorneys’ and
Collection Fees. Should the Payee retain counsel to           enforce Payor’s
obligations hereunder, whether or not suit is instituted,           the Payor agrees to
pay, in addition to the Obligations, all reasonable costs of           collection,
including reasonable attorneys’ and professionals’ fees           and expenses,
incurred by the Payee in collecting or enforcing this Note.  




        c.    Amendments
and Waivers. This Note may be amended, and any provision           hereof may be
waived, only with the express written consent of the Payor and the           Payee.  




        d.    Choice
of Law and Consent to Venue and Jurisdiction. This Note shall be           governed,
construed and enforced in accordance with the laws of the State of           Florida. The
Payee consents to the sole and exclusive jurisdiction and venue of           the courts
of the State of Florida, exclusive of its choice of law provisions,           and to the
jurisdiction and venue in a court of competent jurisdiction in and           for
Hillsborough County, Florida.  




        e.    Waiver
of Jury Trial: PAYOR AND PAYEE HEREBY KNOWINGLY,           VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY           IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN           CONNECTION WITH
THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN           CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS           (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A           MATERIAL
INDUCEMENT FOR PAYOR AND HOLDER ENTERING INTO THIS AGREEMENT.  





4 









        f.    Invalidity
of Any Part. If any provisions or part of any provision of           this 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 or the remaining part of any effective provisions of this Note,           and
this 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.  




        g.    Time.
Time is of the essence hereunder.  




        h.    Binding
nature. This Note is binding on the parties and their successors           and
assigns. Without limiting the foregoing, Payor acknowledges and agrees that
          Payee’s estate, personal representatives, executors and beneficiaries
          shall, upon Payee’s death, succeed to all of his rights and entitlements
          hereunder and to enforce the other terms and conditions herein. For the
          avoidance of doubt, any place in this agreement where the word “Payee”          appears
it shall include any person who shall be a holder of this Note.  




[Remainder of page
intentionally left blank]  










5 











        IN
WITNESS WHEREOF, the Payor has caused this Note to be duly executed by its duly authorized
officer as of the date first written above, and the parties agree to be bound by the terms
and conditions contained herein. 



		PRIMACARE CORPORATION
	

 	By:  /s/ Ashvin Mascarenhas
		        Name: Ashvin Mascarenhas
		        Title: President






        FOR
VALUE RECEIVED and in consideration for and as an inducement to Payee to extend to the
Payor the debt for which this Note is issued, Ashvin Mascarenhasl
(the “Guarantor”), hereby guarantees to Payee the full, complete,
and timely payment of all amounts owing from time to time by Payor to Payee under this
Note. This Guaranty is absolute and unconditional. Guarantor waives all rights to notice
in connection with this Guaranty, including, but not limited to, notice of acceptance of
this Guaranty by Payee. Guarantor agrees that, with or without notice to Guarantor, the
Payee may at any time, either with or without consideration, agree to any amendment,
modification or assignment of the terms of this Note. This Guaranty shall bind and inure
to the benefit of the respective heirs, personal representatives, successors and assigns
of Guarantor. 



GUARANTOR: 



/s/ Ashvin Mascarenhas 
Ashvin Mascarenhas