THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN
CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE
STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN
EXCHANGE FOR THIS NOTE.

               SECURECARE TECHNOLOGIES INC. (f/k/a eCLICKMD, INC.)

                FORM OF 7.5% Senior Subordinated Promissory Note



PP Note No. _____                                             ____________, 2004



         FOR VALUE RECEIVED, SecureCARE Technologies, Inc., a Nevada corporation
(the "Company") with its principal executive office at 3001 Bee Caves Road,
Suite 250, Austin, Texas 78746, promises to pay to the order of
____________________ (the "Holder" or "Payee") or registered assigns the
principal amount of __________ ($________) (the "Principal Amount") on the
earlier to occur of (i) two (2) years from the date of this Note (the "2-Year
Event Date"); and (ii) a merger or combination of the Company in which the
shareholders of the Company prior to the transaction own less than a majority of
the outstanding shares of the of the surviving or combined entity after such
transaction, or the sale of all or substantially all of the assets of the
Company to one or more third parties or the purchase by a single entity or
person or group of affiliated entities or persons of more than fifty (50%)
percent of the issued and outstanding voting shares of the Company (the earliest
of such events being referred to herein as the "Maturity Date"); provided,
however, that notwithstanding anything to the contrary provided herein or
elsewhere, if the Maturity Date is the 2-Year Event Date, the Company, shall
have the sole right to extend the Maturity Date (the "Extension") to the date
one hundred eighty (180) days from the 2-Year Event Date (the "Extension
Period"). To effectuate the Extension, the Company shall provide written notice
to Gryphon Financial Securities Corp., (the "Placement Agent"), the placement
agent for the Offering (as defined below) and the Holder of the Extension no
later than five (5) business days prior to the 2-Year Event Date. In the event
this Note is extended pursuant to the Extension, the Payee shall have the right
to receive Extension Shares (as defined and in accordance with Section 5 of this
Note). The Principal Amount is payable in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

         This Note and other identical Notes in the aggregate principal amount
of up to $600,000 (a "Note" and collectively the "Notes") is issued to the Payee
in connection with a private placement (the "Offering") , of units (the
"Units"), each Unit consisting of a Note and shares of common stock, par value
$.001 per share of the Company (the "Common Stock") through the Placement Agent,

<PAGE>

pursuant to a Subscription Agreement by and between the Company and the Payee
(the "Subscription Agreement"), a copy of which Subscription Agreement is
available for inspection at the Company's principal office. Notwithstanding any
provision to the contrary contained herein or elsewhere, this Note is subject
and entitled to certain terms, conditions, covenants and agreements contained in
the Subscription Agreement. Any transferee of this Note, by its acceptance
hereof, assumes the obligations of the Payee in the Subscription Agreement with
respect to the conditions and procedures for transfer of this Note. Reference to
the Subscription Agreement shall in no way impair the absolute and unconditional
obligation of the Company to pay both the Principal Amount and interest thereon
as provided herein.

         Interest on this Note shall accrue on the Principal Amount outstanding
from time to time at a rate per annum computed in accordance with Section 2
hereof and shall be payable in accordance with Section 2 hereof. All payments by
the Company hereunder shall be applied first to pay any interest which is due,
but unpaid, then to reduce the Principal Amount.

         The Company (i) waives presentment, demand, protest or notice of any
kind in connection with this Note and (ii) agrees, in the event of an Event of
Default (as defined below), to pay to the Payee, on demand, all costs and
expenses (including reasonable legal fees) incurred in connection with the
enforcement and collection of this Note.

         1.       Prepayment. The Principal Amount of this Note may be prepaid
in part and/or in full, together with all accrued but unpaid interest due
thereon through the date of prepayment, without penalty upon ten (10) days'
prior written notice to the Holder.

         2.       Computation of Interest.

                  (a)      Base Interest Rate. Subject to Section 2(b) and
Section 2(c) below, the outstanding Principal Amount shall bear interest at the
rate of 7.5% per annum calculated on the basis of a year of three hundred sixty
(360) days.

                  (b)      Increasing Interest Rate. In the event (i) the
Maturity Date is extended pursuant to the Extension, the rate of interest
applicable to the unpaid Principal Amount automatically shall increase to 8.5%
per annum commencing on the day immediately following the 2-Year Event Date, and
(ii) this Note is not repaid on (a) the Maturity Date if this Note is not
extended pursuant to the Extension, or (b) on the date immediately following the
last day of the Extension Period if this Note is extended pursuant to the
Extension, then the rate of interest applicable to the unpaid Principal Amount
automatically shall be adjusted to twelve (12%) percent per annum through and
including the date of repayment; provided, that in no event shall the interest
rate exceed the Maximum Rate provided in Section 2(c) below.

                  (c)      Maximum Rate. In the event that it is determined
that, under the applicable laws relating to usury applicable to the Company or
the indebtedness evidenced by this Note ("Applicable Usury Laws"), the interest
charges and fees payable by the Company in connection herewith or in connection
with any other document or instrument executed and delivered in connection
herewith (collectively, the "Effective Interest Rate") cause the Effective
Interest Rate applicable to the indebtedness evidenced by this Note to exceed
the maximum rate allowed by law (the "Maximum Rate"), then such interest shall

                                      -2-
<PAGE>

be recalculated for the period in question and any excess over the Maximum Rate
paid with respect to such period shall be credited, without further agreement or
notice, to the Principal Amount outstanding hereunder to reduce said balance by
such amount with the same force and effect as though the Company had
specifically designated such extra sums to be so applied to principal and the
Payee had agreed to accept such extra payment(s) as a premium-free prepayment.
All such deemed prepayments shall be applied to the principal balance payable at
maturity.

                  (d)      Payment of Interest. All accrued but unpaid interest
on the Principal Amount shall be payable in the form set forth in this Section
2(d) upon the earlier to occur of (i) the Maturity Date (unless this Note is
extended pursuant to the Extension), (ii) the date immediately following the
last day of the Extension Period if this Note is extended pursuant to the
Extension, and (iii) the date of any prepayment pursuant to Section 1 of this
Note (the "Interest Payment Date"). All interest payments shall be paid in cash
or in shares of Common Stock at the Company's option. If the interest is to be
paid in shares of Common Stock, such shares of Common Stock shall be delivered
to the Payee or per the Payee's instructions. If interest is paid in shares of
Common Stock, then the number of shares of Common Stock to be issued on account
of the accrued but unpaid interest required to be paid shall equal the quotient
obtained by dividing (i) the amount of the interest owed on such date, by (ii)
the Fair Market Value (as defined below) of the Common Stock. Fair Market Value
shall mean (1) if the shares of Common Stock are listed on a national securities
exchange, the average closing bid prices as reported for composite transactions
during the five (5) consecutive trading days immediately prior to the date
interest is to be paid pursuant to this Section 2(d); (2) if shares of the
Common Stock are not so listed but are traded on the NASDAQ National Market
("NNM"), the average of the closing bid prices as reported on the NNM during the
five (5) consecutive trading days immediately prior to the date interest is to
be paid pursuant to this Section 2(d); or, if applicable, the Nasdaq SmallCap
Market ("NSCM"), or if not then included for quotation on the NNM or the NSCM,
the average closing bid price as reported by the NASD OTC Bulletin Board or the
National Quotation Bureau, as the case may be, for the five (5) consecutive
trading days immediately prior to the date interest is to be paid pursuant to
this Section 2(d), or (3) if the shares of the Common Stock are not then
publicly traded, the fair market price, not less than book value thereof, of the
Common Stock, as determined in good faith by the Board.

         3.       Covenants of Company.

                  (a)      Affirmative Covenants. The Company covenants and
agrees that, so long as this Note shall be outstanding, it will perform and each
of its Subsidiaries (as defined in the Subscription Agreement) perform the
obligations set forth in this Section 3(a) (the term "Company" as used in this
Section 3 shall be deemed to refer to all Company Subsidiaries):

                           (i)      Taxes and Levies. The Company will promptly
pay and discharge all material taxes, assessments, and governmental charges or
levies imposed upon the Company or upon its income and profits, or upon any of
its property, before the same shall become delinquent, as well as all claims for
labor, materials and supplies which, if unpaid, might become a lien or charge
upon such properties or any part thereof; provided, however, that the Company
shall not be required to pay and discharge any such tax, assessment, charge,
levy or claim so long as the validity thereof shall be contested in good faith
by appropriate proceedings and the Company shall set aside on its books adequate
reserves in accordance with generally accepted accounting principles ("GAAP")
with respect to any such tax, assessment, charge, levy or claim so contested;

                                      -3-
<PAGE>

                           (ii)     Maintenance of Existence. The Company will
do or cause to be done all things reasonably necessary to preserve and keep in
full force and effect its corporate existence, rights and franchises and comply
with all laws applicable to the Company, except where the failure to comply
would not have a material adverse effect on the Company;

                           (iii)    Maintenance of Property. The Company will at
all times maintain, preserve, protect and keep its property used or useful in
the conduct of its business in good repair, working order and condition, and
from time to time make all needful and proper repairs, renewals, replacements
and improvements thereto as shall be reasonably required in the conduct of its
business;

                           (iv)     Books and Records. The Company will at all
times keep true and correct books, records and accounts reflecting all of its
business affairs and transactions in accordance with GAAP. Such books and
records shall be open at reasonable times and upon reasonable notice to the
inspection of the Payee or its agents;

                           (v)      Notice of Certain Events. The Company will
give prompt written notice (with a description in reasonable detail) to the
Payee of:

                                    (A)      the occurrence of any Event of
Default or any event which, with the giving of notice or the lapse of time,
would constitute an Event of Default; and

                                    (B)      the delivery of any notice to the
Company effecting the acceleration of any indebtedness of the Company in excess
of $50,000; and

                  (b)      Negative Covenants. The Company covenants and agrees
that, so long as any Principal Amount and/or interest this Note shall be
outstanding, it will perform the obligations set forth in this Section 3(b):

                           (i)      Liquidation, Dissolution. Without the
express written consent of the Placement Agent, the Company will not liquidate
or dissolve, consolidate with, or merge into or with, any corporation or entity,
except that any wholly-owned subsidiary may merge with another wholly-owned
subsidiary or with the Company (so long as the Company is the surviving
corporation and no Event of Default shall occur as a result thereof);

                           (ii)     Sales of Assets. Without the express written
consent of the Placement Agent, the Company will not sell, transfer, lease or
otherwise dispose of, or grant options, warrants or other rights with respect
to, all or a substantial part (i.e. representing twenty (20%) percent or more of
the Company's total assets or revenues) of its properties or assets to any
person or entity; provided that this clause (ii) shall not restrict any
disposition made in the ordinary course of business and consisting of

                                    (A)      capital goods which are obsolete or
have no remaining useful life; or

                                      -4-
<PAGE>

                                    (B)      finished goods inventories;

                           (iii)    Redemptions. Other than as provided in the
Offering Documents (as defined in the Subscription Agreement), the Company shall
not purchase or redeem any capital stock of the Company or any indebtedness of
the Company or any Subsidiary convertible into or exchangeable for its capital
stock or any option, warrant or right to purchase any such capital stock or
convertible;

                           (iv)     Indebtedness. Without the express written
consent of the Placement Agent, the Company will hereafter not create, incur,
assume or suffer to exist, contingently or otherwise, any indebtedness for
borrowed money which is not expressly subordinated in right of payment to this
Note other than indebtedness allowed pursuant to the Confirmation Order (as such
term is defined in the Subscription Agreement);

                           (v)      Negative Pledge. Without the express written
consent of the Holder, the Company will not hereafter create, incur, assume or
suffer to exist any mortgage, pledge, hypothecation, assignment, security
interest, encumbrance, lien (statutory or other), preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any
financing lease) (each, a "Lien") upon any of its property, revenues or assets,
whether now owned or hereafter acquired, except:

                                    (A)      Liens granted to secure
indebtedness incurred to finance the acquisition (whether by purchase or
capitalized lease) of tangible assets, but only on the assets acquired with the
proceeds of such indebtedness;

                                    (B)      Liens for taxes, assessments or
other governmental charges or levies not at the time delinquent or thereafter
payable without penalty or being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books;

                                    (C)      Liens of carriers, warehousemen,
mechanics, materialmen and landlords incurred in the ordinary course of business
for sums not overdue or being contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books;

                                    (D)      Liens (other than Liens arising
under the Employee Retirement Income Security Act of 1974, as amended, or
Section 412(n) of the Internal Revenue Code of 1986, as amended) incurred in the
ordinary course of business in connection with workers' compensation,
unemployment insurance or other forms of governmental insurance or benefits, or
to secure performance of tenders, statutory obligations, leases and contracts
(other than for borrowed money) entered into in the ordinary course of business
or to secure obligations on surety or appeal bonds; and

                                    (E)      judgment Liens in existence less
than 60 days after the entry thereof or with respect to which execution has been
stayed;

                                      -5-
<PAGE>

                           (vi)     Investments. Without the express written
consent of the Placement Agent, the Company will not purchase, own, invest in or
otherwise acquire, directly or indirectly, any stock or other securities or make
or permit to exist any investment or capital contribution or acquire any
interest whatsoever in any other person or entity or permit to exist any loans
or advances for such purposes except for investments in direct obligations of
the United States of America or any agency thereof, obligations guaranteed by
the United States of America and certificates of deposit or other obligations of
any bank or trust company organized under the laws of the United States or any
state thereof and having capital and surplus of at least $500,000,000 (except
for its current banks).

                           (vii)    Dividends. The Company will not declare or
pay any cash dividends or distributions on its outstanding capital.

         4.       Events of Default.

                  (a)      The term "Event of Default" shall mean any of the
events set forth in this Section 4(a):

                           (i)      Non-Payment of Obligations. The Company
shall default in the payment of the Principal Amount or accrued interest on this
Note as and when the same shall become due and payable, whether by acceleration
or otherwise.

                           (ii)     Non-Performance of Affirmative Covenants.
The Company shall default in the due observance or performance of any covenant
set forth in Section 3(a), which default shall continue uncured for five (5)
days.

                           (iii)    Non-Performance of Negative Covenants. The
Company shall default in the due observance or performance of any covenant set
forth in Section 3(b).

                           (iv)     Bankruptcy, Insolvency, etc. The Company
shall:

                                    (A)      admit in writing its inability to
pay its debts as they become due;

                                    (B)      apply for, consent to, or acquiesce
in, the appointment of a trustee, receiver, sequestrator or other custodian for
the Company or any of its property, or make a general assignment for the benefit
of creditors;

                                    (C)      in the absence of such application,
consent or acquiesce in, permit or suffer to exist the appointment of a trustee,
receiver, sequestrator or other custodian for the Company or for any part of its
property;

                                    (D)      permit or suffer to exist the
commencement of any bankruptcy, reorganization, debt arrangement or other case
or proceeding under any bankruptcy or insolvency law, or any dissolution,
winding up or liquidation proceeding, in respect of the Company, and, if such
case or proceeding is not commenced by the Company or converted to a voluntary
case, such case or proceeding shall be consented to or acquiesced in by the
Company or shall result in the entry of an order for relief; or

                                      -6-
<PAGE>

                                    (E)      take any corporate or other action
authorizing, or in furtherance of, any of the foregoing.

                           (v)      Cross-Default. Any indebtedness of the
Company in an aggregate principal amount equal to or exceeding $50,000 shall be
duly declared to be or shall become due and payable prior to the stated maturity
thereof.

                  (b)      Action if Bankruptcy. If any Event of Default
described in clauses (iv)(a) through (d) of Section 4(a) shall occur, the
outstanding Principal Amount, all accrued but unpaid interest and all other
obligations under this Note shall automatically be and become immediately due
and payable, without notice or demand.

                  (c)      Action if Other Event of Default. If any Event of
Default (other than any Event of Default described in clauses (iv)(a) through
(d) of Section 4(a)) shall occur for any reason, whether voluntary or
involuntary, and be continuing, the Payee may, upon notice to the Company,
declare all or any portion of the outstanding Principal Amount, together with
interest accrued on this Note, to be due and payable and any or all other
obligations hereunder to be due and payable, whereupon the full unpaid Principal
Amount hereof, such accrued interest and any and all other such obligations
which shall be so declared due and payable shall be and become immediately due
and payable, without further notice, demand, or presentment.

         5.       Extension Shares.

                  In the event this Note is extended pursuant to the Extension,
the Company shall issue to each Holder no later than five (5) business days
following the 2-Year Event Date, such number of shares of Common Stock
("Extension Shares"), as shall equal the quotient obtained by dividing (i) the
Principal Amount outstanding on the 2-Year Event Date, by (ii) four (4). Such
Extension Shares shall be restricted under the Securities Act of 1933, as
amended (the "Securities Act"), but the Holder shall have piggyback registration
rights to have such Extension Shares registered for resale under the Securities
Act, as provided in the Registration Rights Agreement (as defined in the
Subscription Agreement).

         6.       Amendments and Waivers.

                  (a)      The provisions of this Note may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to in writing by the Company, Placement Agent and holders
owning no less than 50.1% of the then outstanding Principal Amount; provided,
however, that no such amendment, modification or waiver which would (i) modify
this Section 6, (ii) reduce the interest rate or any increasing interest rate on
this Note, (iii) extend the Maturity Date or the Extension Period, or (iv)
reduce the Principal Amount payable hereunder, shall be made without the written
consent of the holder of each Note so affected.

                  (b)      No failure or delay on the part of the Payee in
exercising any power or right under this Note shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on the Company in any case shall entitle it to any notice
or demand in similar or other circumstances. No waiver or approval by the Payee

                                      -7-
<PAGE>

shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

                  (c)      To the extent that the Company makes a payment or
payments to the Payee, and such payment or payments or any part thereof are
subsequently for any reason invalidated, set aside and/or required to be repaid
to a trustee, receiver or any other party under any bankruptcy law, state or
federal law, common law or equitable cause, then to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied, and all
rights and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.

                  (d)      After any waiver, amendment or supplement under this
Section 9 becomes effective, the Company shall mail to the Holders a copy
thereof.

         7.       Miscellaneous.

                  (a)      Parties in Interest. All covenants, agreements and
undertakings in this Note binding upon the Company or the Payee shall bind and
inure to the benefit of the successors and permitted assigns of the Company and
the Payee, respectively, whether so expressed or not.

                  (b)      Governing Law, Etc. This Note shall be governed by
and construed solely in accordance with the internal laws of the State of New
York with respect to contracts made and to be fully performed therein, without
regard to the conflicts of laws principles thereof. The parties hereto hereby
expressly and irrevocably agree that any suit or proceeding arising under this
Agreement or the consummation of the transactions contemplated hereby, shall be
brought solely in a federal or state court located in the City, County and State
of New York. By its execution hereof, Company hereby expressly and irrevocably
submits to the in personam jurisdiction of the federal and state courts located
in the City, County and State of New York and agrees that any process in any
such action may be served upon it personally, or by certified mail or registered
mail upon Company or such agent, return receipt requested, with the same full
force and effect as if personally served upon Company in New York City. The
parties hereto expressly and irrevocably each waive any claim that any such
jurisdiction is not a convenient forum for any such suit or proceeding and any
defense or lack of in personam jurisdiction with respect thereto. In the event
of any such action or proceeding, the party prevailing therein shall be entitled
to payment from the other party hereto of its reasonable counsel fees and
disbursements.

                  (c)      Waiver of Jury Trial. THE PAYEE AND THE COMPANY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT
EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE PAYEE OR
THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING
THIS NOTE.

                                      -8-
<PAGE>

         IN WITNESS WHEREOF, this Note has been executed and delivered on the
date specified above by the duly authorized representative of the Company.

                                         SECURECARE TECHNOLOGIES, INC.
                                         (f/k/a eClickMD, Inc.)


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:




Summary of Transactions:

February 13, 2004:

Vernon Dixon Subscribed $100,000
Harold Poling Subscribed $100,000
Lloyd and Anna Childers Subscribed $20,000

March 2, 2004:

Michael Benton Subscribed $50,000
Suffolk Life Trust Company Limited, Joe Larter and Betty Ann Larter being the
current trustees of the Marldene Directors Pension Scheme Subscribed $100,000

March 9, 2004:

Dr. Harry Lockstadt Subscribed $100,000 Joseph Larter $50,000

                                      -9-