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                                                                     EXHIBIT 4.2



   NUMBER                       MD2patient, Inc.                      SHARES

   MDB

                ORGANIZED UNDER THE LAWS OF THE STATE OF GEORGIA


                                                                     SEE REVERSE
                                                                     FOR CERTAIN
                                                                     DEFINITIONS



   This Certifies That






   is the owner of


        FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B CONVERTIBLE
                      PREFERRED STOCK, $.01 PAR VALUE, OF



MD2patient, Inc. a Georgia corporation, fully paid and non-assessable,
transferable on the books of the Corporation by the holder hereof in person or
by Attorney, upon surrender of the certificate properly endorsed. This
Certificate in not valid until countersigned by the Transfer Agent and
registered by the Registrar.

         In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and to be sealed with the Seal of the
Corporation.


Dated:


Albert Rodewald                 [CORPORATE SEAL]         John E. Blount
     TREASURER                                           PRESIDENT AND SECRETARY


COUNTERSIGNED AND REGISTERED:
      SunTrust Bank, Atlanta
                           TRANSFER AGENT
                             AND REGISTRAR


                           AUTHORIZED SIGNATURE
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     These securities have not been registered under the Federal Securities Act
of 1933, as amended (the "Federal Act"), or the securities laws of any state,
and are issued and sold in reliance upon certain exemptive provisions of the
Federal Act and such laws. Said securities cannot be sold or transferred except
if, in the opinion of counsel reasonably acceptable to the issuer, any such sale
or transfer would be: (1) pursuant to an effective registration statement under
the Federal Act or pursuant to an exemption from such registration, and (2)
pursuant to an effective registration under applicable state securities laws or
pursuant to an exemption from such registration.

     The shares of MD2patient, Inc. (the "Corporation") evidenced hereby are
subject to, among other things, (i) transfer restrictions prohibiting the
transfer of such shares to anyone without the prior written consent of the
Corporation and (ii) automatic conversion into shares of Series A Convertible
Preferred Stock of the Corporation (or Common Stock of the Corporation,
depending on whether the Corporation has completed a qualifying initial public
offering at the time of conversion) over time, all as provided in more detail in
the Articles of Incorporation of the Corporation. Copies of the Articles of
Incorporation of the Corporation are available from the Corporate Secretary of
the Corporation at the Corporation's principal office located at 1913 21st
Avenue South, Nashville, Tennessee 37212, and will be furnished to any
stockholder upon written request without cost.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                            --------------------
                                                            (Cust)       (Minor)
TEN ENT - as tenants by the entireties                      under Uniform Gifts
                                                            to Minors Act
JT TEN - as joint tenants with right of                          --------------
         survivorship and not as tenants                           (State)
         in common

    Additional abbreviations may also be used though not in the above list.


For value received, ______________________________ hereby sell, assign and
  transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

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________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the promises.

Dated ________________________


                            ____________________________________________________
                            THE SIGNATURES(S) TO THIS ASSIGNMENT MUST CORRESPOND
                NOTICE:     WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                            CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                            OR ENLARGEMENT, OR ANY CHANGE WHATEVER.



Signature(s) Guaranteed: _______________________________________________________
                         THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION SUCH AS A SECURITIES BROKER/
                         DEALER, COMMERCIAL BANK, TRUST COMPANY, SAVINGS
                         ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A
                         MEDALLION PROGRAM.


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AMERICAN BANK NOTE COMPANY                PRODUCTION COORDINATOR: STEVE KOWALSKI
680 BLAIR MILL ROAD                                               215-830-2197
HORSHAM, PA 19044                             PROOF OF DECEMBER 9, 1999
(215) 667-3480                                    MD2PATIENT, INC.
SALES:  A. HOBBS: 404-525-1455                    H64253 bk Lot 3
HOME 11/NEW LIVE JOBS/ MD2patient/64263     OPERATOR             MT/lr/eg/ml
                                                       rev 4
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