watterspromissorynote




                                 PROMISSORY NOTE


$50,000                                                   Largo, Florida
                                                         December 1,2001


        Vertical Health Solutions, Inc., a Florida Corporation (the "Maker"),
for value received, hereby promises to pay to Stephen M. Watters, a Florida
resident, or registered assigns (the "Holder"), the principal sum of [Fifty
Thousand] ($50,000) Dollars in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts. Maker further promises to pay interest on the unpaid
principal balance hereof at the rate of nine percent (9%) per annum, principal
and interest on the outstanding balance to be paid the earlier of one year from
the date of execution or the company's initial public offering. Interest shall
be calculated on the basis of a 360 day year and actual days elapsed. In no
event shall the interest charged hereunder exceed the maximum permitted under
the laws of the State of Florida.

        This Note can be prepaid in whole or in part at any time without the
consent of the Holder provided that Maker shall pay all accrued interest on the
principal so prepaid to date of such prepayment.

        The entire unpaid principal balance of this Note and interest accrued with
respect thereto shall be immediately due and payable upon the occurrence of any
of the following (each, an "Event of Default"):

        a. Application for, or consent to, the appointment of a receiver, trustee
or liquidator for Maker or of its property;

        b. Admission in writing of the Maker's inability to pay its debts as they
mature;

        c. General assignment by the Maker for the benefit of creditors;

        d. Filing by the Maker of a voluntary petition in bankruptcy or a petition
or an answer seeking reorganization, or an arrangement with creditors; or

        e. Entering against the Maker of a court order approving a petition filed
against it under the federal bankruptcy laws, which order shall not have been
vacated or set aside or otherwise terminated within 60 days.

        f. Default in the payment of the principal or accrued interest on this
Note, when and as the same shall become due and payable, whether by acceleration
or otherwise;

        g. Default in any covenant or obligation of Maker in favor of Holder
arising pursuant to the agreement between Maker and Holder dated as of the date
of this Note.

        All rights and remedies available to the Holder pursuant to the provisions
of applicable law and otherwise are cumulative, not exclusive and enforceable
alternatively, successively and/or concurrently after default by Maker pursuant
to the provisions of this Note.

        The Maker waives demand, presentment, protest and notice of any kind and
consents to the extension of time of payments, the release, surrender or
substitution of any and all security or guarantees for the obligations evidenced
hereby or other indulgence with respect to this Note, all without notice.

        This Note may not be changed, modified or terminated orally, but only by
an agreement in writing, signed by the party to be charged.

        In the event of any litigation with respect to the obligations evidenced
by this Note, the Maker waives the right to a trial by jury and all rights of
set-off and rights to interpose permissive counterclaims and cross-claims. This
Note shall be governed by and construed in accordance with the laws of the State
of Florida and shall be binding upon the successors, endorsees or assigns of the
Maker and inure to the benefit of the Holder, its successors, endorsees and
assigns.

        The Maker hereby irrevocably consents to the jurisdiction of the courts
of Pinellas County, in the State of Florida and the United States District Court
for the Southern District of Florida in connection with any action or proceeding
arising out of or relating to this Note. If any term or provision of this Note
shall be held invalid, illegal or unenforceable, the validity of all other terms
and provisions hereof shall in no way be affected thereby.

                                                VERTICAL HEALTH SOLUTIONS,INC.



                                                By:/s/ Brian T. Nugent
                                                   Brian T. Nugent,President