PROMISSORY NOTE

EXHIBIT 10.1

PROMISSORY NOTE

$9,000,000.00

May 6, 2004

11190 BISCAYNE, L.L.C., a Florida limited liability company

11190 Biscayne Boulevard

North Miami, Florida 33181

(Hereinafter referred to as "Borrower")

Wachovia Bank, National Association

214 North Hogan Street - FL0070

Jacksonville, Florida 32202

(Hereinafter referred to as “Bank")

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Nine Million and No/100 Dollars ($9,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note (including all renewals, extensions or modifications hereof, this "Note").

LOAN AGREEMENT. This Note is subject to the provisions of that certain Loan Agreement between Bank and Borrower, of even date herewith, as modified from time to time (the “Loan Agreement”).

USE OF PROCEEDS. Borrower shall use the proceeds of the loan evidenced by this Note to refinance the real property and improvements located at 11190 Biscayne Boulevard, North Miami, Florida 33181.

SECURITY. Borrower has granted Bank a security interest in the collateral described in the Loan Documents, including, but not limited to, real and personal property collateral described in that certain Combined Fee and Leasehold Mortgage, Assignment of Rents and Security Agreement even date herewith (the “Mortgage”) and those certain Security Agreements dated of even date herewith from SFBC INTERNATIONAL, INC., a Delaware corporation, SOUTH FLORIDA KINETICS, INC., a Florida corporation, SFBC FT. MYERS, INC., a Florida corporation, SFBC NEW DRUG SERVICES, INC., a Florida corporation, SFBC ANALYTICAL LABORATORIES, INC., a Florida corporation, and CLINICAL PHARMACOLOGY INTERNATIONAL, INC., a Florida corporation (collectively, the “Security Agreement”) and those certain Amended and Restated Pledge and Security Agreements dated of even date herewith from SFBC INTERNATIONAL, INC ., a Delaware corporation (collectively, the “Pledge Agreement”).

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note during each Interest Period from the date hereof at a rate per annum equal to 1-month LIBOR plus 1.50% (“Interest Rate”). Interest for each Interest Period shall accrue each day during such Interest Period, commencing on and including the first day to but excluding the last day. “Interest Period” means each period commencing on the last day of the immediately preceding Interest Period and ending on the same day of the month that interest is due 1 month thereafter; provided (i) the first Interest Period shall commence on the date hereof and end on the first day thereafter that interest is due, (ii) any Interest Period that ends in a month for which there is no day which numerically corresponds to the last day of the immediately preceding In terest Period shall end on the last day of the month and (iii) any Interest Period that would otherwise extend past the maturity date of this Note shall end on the maturity date of this Note. "LIBOR" means, with respect to each Interest Period, the rate for U.S. dollar deposits with a maturity equal to the number of months specified above, as reported on Telerate page 3750 as of 11:00 a.m., London time, on the second London business day before such Interest Period begins (or if not so reported, then as determined by the Bank from another recognized source or interbank quotation).

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INDEMNIFICATION. Borrower shall indemnify Bank against Bank's loss or expense as a consequence of (a) Borrower's failure to make any payment when due under this Note, (b) any payment, prepayment or conversion of any loan on a day other than the last day of the Interest Period, or (c) any failure to make a borrowing or conversion after giving notice thereof ("Indemnified Loss or Expense"). The amount of such Indemnified Loss or Expense shall be determined by Bank based upon the assumption that Bank funded 100% of that portion of the loan in the London interbank market.

DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (as defined herein) occurs and as long as a Default continues, all outstanding Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3% ("Default Rate"). The Default Rate shall also apply from acceleration until the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall be computed on the basis of a 360-day year for the actual number of days in the applicable period ("Actual/360 Computation"). The Actual/360 Computation determines the annual effective yield by taking the stated (nominal) rate for a year's period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective interest rate exceeding the nominal rate.

REPAYMENT TERMS/MATURITY. This Note shall be due and payable in consecutive monthly payments of principal as set forth on Schedule “A” attached hereto plus accrued interest, commencing on June 1, 2004, until fully paid. In any event, all principal and accrued interest shall be due and payable on May 6, 2009 (the “Maturity Date”).

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations shall be applied to accrued interest and then to principal. If a Default occurs, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.

DEFINITIONS. Loan Documents. The term "Loan Documents", as used in this Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, and may include, without limitation, the Loan Agreement, this Note, the Mortgage, that certain Unconditional Guaranty dated of even date herewith from SOUTH FLORIDA KINETICS, INC., a Florida corporation, that certain Unconditional Guaranty dated of even date herewith from SFBC FT. MYERS, INC., a Florida corporation, that certain Unconditional Guara nty dated of even date herewith from SFBC ANALYTICAL LABORATORIES, INC., a Florida corporation, that certain Unconditional Guaranty dated of even date herewith from SFBC NEW DRUG SERVICES, INC., a Florida corporation, that certain Unconditional Guaranty dated of even date herewith from CLINICAL PHARMACOLOGY INTERNATIONAL, INC., a Florida corporation, that certain Unconditional Guaranty dated of even date herewith from SFBC INTERNATIONAL, INC., a Delaware corporation, the Pledge Agreement, the Security Agreement, security instruments, financing statements, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101). Foreign Subsidiary. The term “Foreign Subsidiary”, as used in this Note and the other Loan Documents, means SFBC CANADA, INC., a federal corporation (Canada), DAEDAL MANAGEMENT & INVESTMENT INC., a provincial corporation (Ontario), DANAPHARM CLINICAL RESEARCH INC., a provincial corporation (Ontario), SYNFINE RESEARCH INC., a provincial corporation (Ontario), ANAPHARM, INC., a provincial corporation (Quebec), SFBC EUROPE BV, a Netherlands corporation and any other Subsidiary (as defined herein) not organized under the laws of any State or territory of the United States. Obligations.

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The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all indebtedness and other obligations under this Note, all other obligations under any other Loan Document(s), and all obligations under any swap agreements (as defined in 11 U.S.C. § 101) between Borrower and Bank, or its affiliates, whenever executed. Certain Other Terms. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each payment past due for 10 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late payment received.

CURE PERIOD. Except as provided below, any Default, other than non-payment, may be cured within 30 days after written notice thereof is mailed to Borrower by Bank. Borrower’s right to cure shall be applicable only to curable defaults and shall not apply, without limitation, to Defaults based upon (i) False Warranty, or (ii) Cessation; Bankruptcy. Borrower shall have the right to cure a Default only once during any 12-month period unless otherwise agreed to by Bank, in its sole discretion. Bank shall not exercise its remedies to collect the Obligations except, as Bank reasonably deems necessary to protect its interest in collateral securing the Obligations during a cure period.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable expenses incurred to enforce or collect any of the Obligations including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for this paragraph, exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal and then to fees and expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT. If any of the following occurs and is not cured within the applicable Cure Period, a default ("Default") under this Note shall exist: Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations or Default under this Note or any other Loan Documents. False Warranty. A warranty or representation made or deemed made in the Loan Documents or furnished Bank in connection with the loan evidenced by this Note proves materially false, or if of a continuing nature, becomes materially false. Cross Default. At Bank's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the holder(s) of the majority ownership interests of Borrower, any guarantor, SFBC INTERNATIONAL, INC., a Delaware corporation (&# 147;SFBC”), or any Foreign Subsidiary, with Bank or its affiliates ("Affiliate" shall have the meaning as defined in 11 U.S.C. § 101, except that the term "Borrower" shall be substituted for the term "Debtor" therein; "Subsidiary" shall mean any business in which Borrower holds, directly or indirectly, a controlling interest), including, without limitation, that certain $25,000,000.00 Revolving Promissory Note [Renewal] dated as of February 24, 2004, from SFBC made payable to Bank (as same may be increased, amended or modified in the future). Cessation; Bankruptcy. The dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency proceeding by or against Borrower, its Subsidiaries or Affiliates, if any, any guarantor, SFBC, any Foreign Subsidiary, or any party to the Loan Documents. Ground Lease Default. The occurrence of any default, or any event or condition which but for the giving of notice or passage of time would constitute a default, under that certain Lease Agreement (the “Ground Lease”) dated as of January 21, 1947, recorded in Deed Book 2809, Page 464, as amended by instruments recorded in Deed Book 3694, page 486; Deed Book 3714, Page 195; Deed Book 3720, Page 39; Official Records Book 6835, Page 915; Official Records Book 6858, Page 614; Official Records Book 8093, Page 789; Official Records Book 8725, Page 240; Official Records Book 8815, Page 809; Official

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Records Book 11297, Page 1480; Official Records Book 11688, Page 499; Official Records Book 13249, Page 2002; Official Records Book 13249, Page 2005; Official Records Book 13871, Page 1100; Official Records Book 13878, Page 3613; Official Records Book 18151, Page 150, and Official Records Book 18536, Page 4898, all of the Public Records of Miami-Dade County, Florida, and any amendments or modifications thereto. Ground Lease Obligations. The failure of Borrower, as set forth in the Loan Agreement, to (i) prepay the rental payments under the Ground Lease, (ii) meet any and all insurance requirements under the Ground Lease, and (iii) pay all taxes due under the Ground Lease. Material Business Alteration. Without prior written consent of Bank, a material alteration in the kind or type of Borrower's business. Material Capital Structure or Business Alteration. Without prior written consent of Bank, (i) a material alteration in the kind or type of Borrower's business or that of Borrower's Subsidiaries or Affiliates, if any, any guarantor, or SFBC, or any Foreign Subsidiary; (ii) the sale of substantially all of the business or assets of Borrower, any of Borrower's Subsidiaries or Affiliates, any guarantor, or SFBC, or any Foreign Subsidiary, or a material portion (10% or more) of such business or assets if such a sale is outside the ordinary course of business of Borrower, or any of Borrower's Subsidiaries or Affiliates, any guarantor, or SFBC, or any Foreign Subsidiary, or more than 50% of the outstanding stock or voting power of or in any such entity in a single transaction or a series of transactions; (iii) the acquisition of substantially all of the business or assets or more than 50% of the outstanding stock or voting power of any other entity; or (iv) should any Borrower or any of Borrower's Subsidiaries or Affiliates or any guarantor or SFBC or any Foreign Subsidiary enter into any merger or consolidation. Material Adverse Change. Bank determines in good faith, in its sole discretion, that the prospects for payment or performance of the Obligations are impaired or there has occurred a material adverse change in the business or prospects of Borrower, or any of Borrower’s Subsidiaries or Affiliates or any guarantor, or SFBC, or any Foreign Subsidiary, financial or otherwise.