Exhibit 10.65

                               EXTENSION AGREEMENT

     THIS  EXTENSION OF NOTE made and entered into  effective as of the 17th day
of  August,  2001,  by and  between  C5 Health,  Inc.,  a Delaware  corporation,
hereinafter  referred to as First Party and  Millennium  Health  Communications,
Inc., hereinafter referred to as Second Party.

     WITNESSETH:

     WHEREAS,  on May 22nd,  2001, the First Party executed one Promissory  Note
("the  Note") in the amount of Five Hundred  Thousand  ($500,000.)  Dollars,  in
favor of the Second  Party,  and due and  payable on or before  ninety (90) days
from the date of the Note, or August 19, 2001 ("Due Date"); and

     WHEREAS, the First Party has requested that the Second Party further extend
the Due Date, which the Second Party has agreed to do.

     NOW, THEREFORE, in consideration of these premises and the benefits inuring
to each of the  parties  and for  other  good and  valuable  consideration,  the
receipt of which is hereby acknowledged, the parties hereby agree as follows:

     1. The Due Date of August 19, 2001, is extended to December 31, 2001.

     2. EXCEPT as to the Due Date, all of the original terms and stipulations of
the Note and any document memorializing any secured interest of the Second Party
securing First Party's payment and performance of the Note are hereby  ratified,
affirmed and included as if herein copied in full.

     3. NOTHING  HEREIN  contained  shall in any way impair the new held on said
indebtedness;  or  alter,  waiver,  annul  and vary or  affect  any  provisions,
conditions or covenant therein except as herein expressly provided; or affect or
impair any rights,  powers or remedies  under said  original  Note; it being the
intent of the parties  hereto that the terms and  provisions  of said Note shall
continue in full force and effect except as modified  herein.  This Extension of
Note shall not constitute a novation.

     IN TESTIMONY WHEREOF,  witness the signatures of the duly authorized of the
First and Second Party, effective as of the date first hereinabove mentioned.



C5 Health, Inc.                          Millennium Health Communications, Inc.
("First Party")                              ("Second Party")


By: /s/ Timothy Novak                        By: /s/Eugene R. Biagi
Name: Timothy Novak                          Name: Eugene R. Biagi
Title:                                       Title: