Exhibit 10.64

$500,000.00                                                          May 22,2001

                      SECURED PROMISSORY NOTE (page 1 of 2)


1. FOR VALUE  RECEIVED,  C5 Health<  Inc.,  a Delaware  corporation  (Borrower),
unconditionally  promises  to  pay to  Millennium  Health  Communications,  Inc.
(Noteholder),  by or before Ninety (90) Days from the date hereof (the Principal
Maturity Date), the sum of $500,000.00 (the Principal Amount),  without interest
on the Principal  Amount if this note is paid without  occurrence of an Event of
Default,  but if such Event of Default occurs, then interest shall accrue at the
rate of 8 1/2% per annum.  Interest,  if any shall  accrue  hereunder,  shall be
computed for the actual number of days elapsed on the basis of a year consisting
of 360 days,  and all payments made under this Note shall be applied  first,  to
any amounts of interest due, and then to principal.

2. Borrower shall have the right to prepay the Principal Amount in whole or part
at any time or times without penalty.

3. The  happening of any of the  following  events shall  constitute an event of
default  (an Event of Default)  under this Note:  (a) the failure to pay amounts
payable hereunder by not later than the Principal Maturity Date; (b) the failure
by Borrower  to observe or perform any  covenant  contained  herein;  or (c) the
validity or  enforceability  of this Note shall be  contested  by  Borrower,  or
Borrower shall deny that it has any liability  hereunder.  Upon occurrence of an
Event of  Default,  Noteholder  at its  option  may  declare  all of  Borrower's
obligations hereunder (the Obligations) immediately due and payable and exercise
all of its rights  and  remedies  against  Borrower.  The  rights,  options  and
remedies of Noteholder shall be cumulative and no failure or delay by Noteholder
in exercising any right, option or remedy shall be deemed a waiver thereof or of
any  other  right,  option  or  remedy,  or a waiver  of any  Event  of  Default
hereunder.

4. The  payment  this Note and the  performance  of  Borrower's  Obligations  to
Noteholder  hereunder are secured by a security  interest in the form of lien on
certain and all of the assets sold and  conveyed to the Borrower by the terms of
an Asset  Purchase  Agreement of even date herewith (the Acquired  Assets),  and
evidenced by a Financing Statement (UCC-1) duly filed of record with the Florida
Department of State, the state wherein the Borrower's  principal office, and the
Acquired Assets are located.

5. If the Principal Amount plus all accrued interest,  if any, are not paid when
due,  whether at the Principal  Maturity Date or upon  acceleration,  or if this
Note is collected  through a bankruptcy or other court,  whether before or after
the  Principal  Maturity  Date,  Borrower  agrees to pay all costs of collection
incurred by Noteholder, including but not limited to reasonable attorneys' fees.

6.  Borrower  hereby (a)  waives  presentment,  demand  and notice of  dishonor,
protest,  extension,  and all other demands and notices in  connection  with the
delivery,  acceptance,  performance and enforcement of this Note, as well as the
benefit of any exemption provided debtors under law.





7. This Note shall be governed by and be construed in  accordance  with the laws
of  the  Commonwealth  of  Virginia  without  reference  to  the  choice  of law
principles  thereof.  Wherever  possible  each  provision  of this Note shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Note shall be  prohibited or be invalid under such
law, such provision  shall be  ineffective to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Note.

8.  Borrower  stipulates  that the remedies at law of the holder of this Note in
the event of any default or threatened default by Borrower in the performance of
or  compliance  with  any of the  terms  of this  Note  are not and  will not be
adequate,  and that such terms may be specifically  enforced by a decree for the
specific  performance  of any  agreement  contained  herein or by an  injunction
against a violation of any of the terms hereof or otherwise.

9. The term  Noteholder  as used herein shall  include any future holder of this
Note, as hereinafter provided.  This Note shall be binding upon Borrower and its
successors  and assigns and shall  inure to the  benefit of  Noteholder  and its
successors and assigns.  This note may be transferred  and delivered in the same
manner as in the case of a negotiable instrument transferable by endorsement and
delivery.  Any person in possession of this Note properly endorsed is authorized
to  represent  himself as absolute  owner  hereof and is  empowered  to transfer
absolute  title  hereto  by  endorsement  and  delivery  hereof  to a bona  fide
purchaser  hereof for value, or Holder in Due Course.  Each prior taker or owner
waives and renounces all of his equities or rights in this Note in favor of each
such bona fide  purchaser,  and each such  bona  fide  purchaser  shall  acquire
absolute title hereto and to all rights represented hereby.  Until a transfer of
Note is registered on the books of Borrower,  Borrower may treat the  registered
holder  thereof as the absolute  owner hereof for all purposes,  notwithstanding
any notice to the contrary.

IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first
above written.

                                                C5 Health, Inc.
                                                  (Borrower)


                                             /s/Timothy S. Novak
                                        ------------------------------
                                               Timothy S. Novak
                                               President & COO


                                           /s/Lawrence F. Altaffer
                                        ------------------------------
                                         Lawrence F. Altaffer, III, MD
                                                   Director


                                             /s/ Jerry W. Leonard
                                        ------------------------------
                                               Jerry W. Leonard
                                                   Director