This Promissory Note has not been registered under the Securities Act of
1933, as amended, or under the securities laws of Georgia or any other
state and cannot be sold or transferred unless (i) a Registration
Statement under the Securities Act of 1933, as amended, and any
applicable state securities laws is then in effect with respect to the
securities represented hereby; or (ii) a written opinion from legal
counsel reasonably acceptable to the issuer is obtained to the effect
that an exemption from registration under the Securities Act of 1933, as
amended, and any applicable state securities laws is available with
respect to the proposed sale or transfer and that no such registration
is required; or (iii) a no action letter or its then equivalent with
respect to such sale or transfer has been issued by the Staff of the
Securities and Exchange Commission and any applicable state securities
governmental body; or (iv) the transfer takes place between Holder and
(a) any company wholly owned by Holder or (b) any company which wholly
owns Holder in compliance with the Agreement (defined below).

Promissory Note

Atlanta, Georgia     September 15, 2000

$1,000,000.00

FOR VALUE RECEIVED, HEALTHCOMP EVALUATION SERVICES CORPORATION, a
Nevada corporation (hereinafter referred to as "Maker"), promises to
pay to the order of U.S. HealthWorks Holding Company, Inc. (together,
with any subsequent holder of this Promissory Note, hereinafter
referred to as "Holder"), the principal sum of One Million Dollars
($1,000,000.00), together with accrued interest at the per annum rate
of "prime rate" as announced from time to time by Bank of America,
N.A. plus two percent (2%).  Payment on this Promissory Note shall be
made to Holder at such place as Holder may from time to time designate
in writing, as follows: (1) $250,000 plus accrued interest on December
12, 2000; (2) $250,000 plus accrued interest on March 14,  2001; (3)
$250,000 plus accrued interest on June 12, 2001; and (4) $250,000.00
plus accrued interest on September 15, 2001.

This Promissory Note is made and delivered in Atlanta, Georgia  and is
the Promissory Note referred to in the Acquisition Agreement (the
"Agreement"), dated September 15, 2000, among Maker, Holder and U.S.
HealthWorks, Inc., a Delaware corporation and parent of Holder and is
subject to the terms and conditions thereof, including, but not limited
to, the right to offset payments as described in Section 9.1 of the
Agreement and the purchase price reduction provisions of the letter of
even date herewith concerning consents, all of which are incorporated
herein by reference.  Any setoffs shall be made to the payments due
under this Promissory Note in the order of maturity and no interest
shall be payable on any amounts set off.  The provisions of Section 9.1
concerning withholding of payment shall apply.  Under no circumstance
will the withholding of payments pursuant to the provisions of Section
9.1 of the Agreement constitute a default under this Promissory Note,
regardless of whether it is ultimately determined that the amount
withheld is greater than the amount finally set off.  Amounts withheld
pursuant to Section 9.1 of the Agreement that are ultimately payable to
Maker shall be paid in accordance with the provisions of Section 9.1 and
shall bear interest from the date hereof.  Except as otherwise set forth
herein, capitalized terms used  in this Promissory Note are defined as
set forth in the Agreement.

If Maker shall default on a payment required hereunder on the date when
due, and shall fail to cure such default within ten (10) days after
receipt of written demand for cure by Holder, or if Maker shall file a
voluntary petition in bankruptcy, be adjudicated as a bankrupt or
insolvent, file any petition or answer seeking or acquiescing in any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief for Maker under any Federal, state or
other statute relating to bankruptcy, insolvency or other similar relief
for debtors, or shall seek, consent to or acquiesce in the appointment
of any trustee, receiver or liquidator of Maker or of all or any
substantial part of the assets of Maker, or shall make a general
assignment for the benefit of creditors, or shall admit in writing the
inability to pay its debts generally as they become due, and Maker shall
fail to negate the effect of any such action or proceeding not initiated
by Maker (whether by dismissal of proceedings, discharge of trustees or
receiver or otherwise) within forty-five (45) days from and after the
occurrence thereof (collectively, an "Acceleration Event"), then Holder,
at its option, shall be entitled to accelerate any and all of the
indebtedness evidenced by this Promissory Note and the same shall become
immediately due and payable, and to cumulatively exercise all other
rights and privileges provided by law.  Maker agrees to notify Holder
upon the occurrence of any Acceleration  Event.

Maker hereby covenants that this Promissory Note shall not be
subordinated in right of payment to any other indebtedness of Maker.

Maker hereby reserves the right to prepay the indebtedness evidenced by
this Promissory Note in whole or in part, at any time without penalty,
premium or payment of unearned interest and Maker shall not be liable
hereunder for any further interest on any amounts so prepaid.

Time is of the essence with respect to this Promissory Note, and except
as otherwise provided herein, demand, protest, notice of demand and
non-payment and all other notices whatsoever, are hereby waived by
Maker.  In the event the indebtedness evidenced by this Promissory Note
shall not be  paid within thirty (30) days of the date when a payment is
due, thereafter the unpaid principal balance, of such indebtedness shall
bear interest at the rate of ten percent per annum until the past due
portion of the indebtedness (inclusive of all accrued interest) is paid,
but in no event shall such rate of interest exceed the highest rate
permitted by applicable law.  Should this Promissory Note, or any part
of the indebtedness evidenced by this Promissory Note, be collected by
or through an attorney-at-law, Holder shall be entitled to collect
reasonable attorneys' fees and all other reasonable costs and expenses
of collection from Maker.

If delivered personally, the date on which a notice or demand hereunder
is delivered shall be the date of receipt or delivery, and if delivered
by mail, such notice or demand shall be sent by registered or certified
mail, return receipt requested, postage prepaid, and the date on which
such notice or demand is received (as evidenced by the registered or
certified mail receipt) shall be the date of delivery.  In the event any
notice or demand is mailed to a party in accordance with this paragraph,
and is returned to the sender as nondeliverable, then such notice or
demand shall be deemed to have been delivered or received on the fifth
day following the deposit of such notice or demand in the United States
mail.  Notices and demands made hereunder shall be addressed to Holder
and Maker at their addresses set forth in the Agreement.

Delay or omission by Holder to exercise any right or power hereunder or
failure of Holder to insist on strict performance of any of the
covenants or agreements herein set forth or to exercise any rights or
remedies hereunder shall not impair any such right or power or be
considered or taken as a waiver or relinquishment for the future of the
right to insist upon and to enforce strict compliance by Maker with all
of the covenants and agreements herein.  Delay, omission or waiver on
any one occasion shall not be deemed to be a bar to or waiver of the
same or any other right on any future occasion.

Any term of this Promissory Note may be amended only with the written
consent of Maker and Holder.

This Promissory Note shall be governed by and construed in accordance
with the laws of the State of Georgia.


IN WITNESS WHEREOF, Maker has caused this Promissory Note to be executed
and its seal affixed hereunto by its duly authorized officers the day
and year first above written.


HEALTHCOMP  EVALUATION  SERVICES
CORPORATION


By:_________________________________
            Name:
      Title: