Exhibit 10.68 - form of

$                                                                  June 29, 2001
                                                                    Sarasota, FL

                                 PROMISSORY NOTE

C5 Health, Inc., a Delaware Corporation,  with principal offices at One Sarasota
Tower; 2 Tamiami Trail; Suite 608; Sarasota,  FL. 34236  ("Undersigned")  hereby
promises to pay to the order of ______________  ("Holder"),  by or before August
1, 2001  ("due  date") the sum of  __________  Thousand  ($___________)  Dollars
("principle"),  together with interest  thereon at the rate of nine and one-half
percent (9 1/2 %) per annum, commencing upon the date hereof, until all balances
of principle and interest shall be paid in full.

Undersigned  shall have the privilege of prepaying  principle (and interest,  if
applicable) under this Note, in whole or in part, without any penalty or premium
at any time. All payments hereunder shall be first applied to interest,  then to
principle.

Undersigned  shall pay upon demand any and all  expenses,  including  reasonable
attorney's  fees  necessarily  incurred or paid by Holder  should  Undersigned's
failure to timely  pay this Note make  procedures  in  collection  necessary  to
collect past due balances  under this Note without suit or action.  In the event
an action is  required  to force  collection  of this Note,  including,  but not
limited to, any action or  participation  by  Undersigned  in, or in  connection
with, a case or proceeding  under the Bankruptcy Code or any successor  statute,
the  prevailing  party  shall be entitled  to recover  all  expenses  reasonably
incurred,  whether  or not  taxable  as costs,  including,  without  limitation,
attorney's fees, all witness fees, deposition costs, and all other expenses.

All parties to this Note, the Undersigned,  and the Holder, hereby waive jointly
and  severely  presentment,  dishonor,  notice of  dishonor,  and  protest.  The
Undersigned  consents,  and  expressly  authorizes  the Holder to make,  without
notice, any and all renewals, extensions,  modifications, or waivers of the time
for,  or the terms of,  payment of any sum or sums due  hereunder,  or under any
documents  or  instruments  relating  to  or  securing  this  Note,  or  of  the
performance of any covenants, conditions or agreements hereof.

This Note has been  executed and  delivered in the State of Florida and shall be
governed and construed in accordance with the laws of the State of Florida.

C5 Health, Inc.


By:

         Name: ______________________________

         Title: _______________________________