<SEQUENCE>11

<FILENAME>v22001_ex99-8.txt

<TEXT>



      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES

      MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE

      REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF

      COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN

      COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT

      OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.





                        CALLABLE SECURED CONVERTIBLE NOTE



Westlake Village, California

June [  ], 2005                                                         $400,800



            FOR VALUE RECEIVED, ADDISON-DAVIS DIAGNOSTICS, INC., a Delaware

corporation (hereinafter called the "Borrower"), hereby promises to pay to the

order of AJW Offshore, Ltd. or registered assigns (the "Holder") the sum of

$400,800, June [ ], 2008 (the "Maturity Date"), and to pay interest on the

unpaid principal balance hereof at the rate of ten percent (10%) per annum from

June [ ], 2005 (the "Issue Date") until the same becomes due and payable,

whether at maturity or upon acceleration or by prepayment or otherwise. Any

amount of principal or interest on this Note which is not paid when due shall

bear interest at the rate of fifteen percent (15%) per annum from the due date

thereof until the same is paid ("Default Interest"). Interest shall commence

accruing on the Issue Date, shall be computed on the basis of a 365-day year and

the actual number of days elapsed and shall be payable quarterly provided that

no interest shall be due and payable for any month in which the Trading Price

(as such term is defined below) is greater than $[ ] for each Trading Day (as

such term is defined below) of the month. All payments due hereunder (to the

extent not converted into common stock, $.001 par value per share (the "Common

Stock") in accordance with the terms hereof) shall be made in lawful money of

the United States of America and shall commence on September 30, 2005. All

payments shall be made at such address as the Holder shall hereafter give to the

Borrower by written notice made in accordance with the provisions of this Note.

Whenever any amount expressed to be due by the terms of this Note is due on any

day which is not a business day, the same shall instead be due on the next

succeeding day which is a business day and, in the case of any interest payment

date which is not the date on which this Note is paid in full, the extension of

the due date thereof shall not be taken into account for purposes of determining

the amount of interest due on such date. As used in this Note, the term

"business day" shall mean any day other than a Saturday, Sunday or a day on

which commercial banks in the city of New York, New York are authorized or

required by law or executive order to remain closed. Each capitalized term used

herein, and not otherwise defined, shall have the meaning ascribed thereto in

that certain Securities Purchase Agreement, dated June [ ], 2005, pursuant to

which this Note was originally issued (the "Purchase Agreement").

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      This Note is free from all taxes, liens, claims and encumbrances with

respect to the issue thereof and shall not be subject to preemptive rights or

other similar rights of shareholders of the Borrower and will not impose

personal liability upon the holder thereof. The obligations of the Borrower

under this Note shall be secured by that certain Security Agreement by and

between the Borrower and the Holder of even date herewith.



      The following terms shall apply to this Note:



                          ARTICLE I. CONVERSION RIGHTS



            1.1 Conversion Right. The Holder shall have the right from time to

time, and at any time on or prior to the earlier of (i) the Maturity Date and

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