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.

                                 eCLICKMD, INC.

              7.5% Senior Subordinated Convertible Promissory Note



BR Note No.   1                                                         XXXXXXX
           -------


      FOR VALUE RECEIVED, eClickMD, Inc., a Nevada corporation (the "Company")
with its principal executive office at 8200 Cameron Road, Suite 170, Austin,
Texas 78754, promises to pay to the order of XXXXXXX (the "Holder" or "Payee")
or registered assigns the principal amount of XXXXXXXXXXXXXXXXX($XX,XXX) (the
"Principal Amount") on the earlier to occur of (i) one hundred eighty (180) days
from the date of this Note; (ii) the date of a closing of a sale of any debt
and/or equity securities of the Company and/or any of its subsidiaries resulting
in aggregate gross proceeds of not less than $1,000,000 from all sales of any
such securities other than sold in the Offering (as defined below); or (iii) 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, XXXXXX.
("XXXXX") shall have the right, upon written request by the Company, to extend
the Maturity Date of this Note for up to ninety (90) days by express written
notice to the Company. Notwithstanding anything to the contrary provided
herewith or elsewhere nothing shall prevent the Holder under any circumstances
from converting this Note as provided and in accordance with Section 5 hereof.
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 $750,000 (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, shares of common stock, par value $.001 per
share of the Company (the "Common Stock") and warrants
<PAGE>

to purchase shares of Common Stock (the "Warrants"), through the Placement
Agent, pursuant to a Subscription Agreement by and between the Company and the
Payee (the "Subscription Agreement"), a copy of which 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 subsections 2(b) and 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) Penalty Interest. In the event this Note is not repaid on the
Maturity Date, the rate of interest applicable to the unpaid Principal Amount
shall be adjusted to thirteen (13%) percent per annum from the Conversion Date
or Maturity Date, whichever occurs first, until 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 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

                                      -2-
<PAGE>

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 Note
shall be payable upon the earlier to occur of (i) a Conversion Date (as defined
in Section 5(c) hereof, (ii) the Maturity Date and (iii) the date of any
prepayment pursuant to Section 1 of this Note. All interest payments shall be
paid in cash or in unrestricted, freely trading shares of Common Stock at the
Company's option. If an interest payment is to be paid in cash, the Company
shall make such payment on the Conversion Date, Maturity Date or the date of
prepayment of any of the Principal Amount, as the case may be. If the interest
is to be paid in shares of Common Stock, such shares of Common Stock shall be
delivered to the Payee or the holder of Conversion Shares (as defined below), or
per the holder's instructions, on the Conversion Date. If such 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 amount of the interest owed on such date divided by the Fair Market
Value (as defined below) of the Common Stock. Fair Market Value shall mean (i)
if the shares of Common Stock are listed on a national securities exchange, the
average closing bid prices as reported for composite transactions for the five
(5) consecutive trading days immediately prior to (I) for purposes of Section
2(d) of this Note for determining the number of shares of Common Stock issuable
as interest payments (the "Interest PIK Shares"), the date of issuance of the
Interest PIK Shares, and (II) for purposes of Section 5 for determining the
number of Conversion Shares to be issued, the date of issuance of the Conversion
Shares; (ii) 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 (I) for purposes of Section 2(d) of this Note for determining the
number of Interest PIK Shares, the date of issuance of the Interest PIK Shares,
and (II) for purposes of Section 5 for determining the number of Conversion
Shares to be issued, the date of issuance of the Conversion Shares; 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, during the five (5) consecutive trading days immediately prior to (I) for
purposes of Section 2(d) of this Note for determining the number of Interest PIK
Shares, the date of issuance of the Interest PIK Shares, and (II) for purposes
of Section 5 for determining the number of Conversion Shares to be issued, the
date of issuance of Conversion Shares; or (iii) 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
independent members of 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
being deemed to refer also to such 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

                                      -3-
<PAGE>

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;

                  (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. 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. 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)

                                      -4-
<PAGE>

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

                        (B) finished goods inventories;

                  (iii) Redemptions. 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
Holder, 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
securing liens permitted by Subsection (v)(a) below and any indebtedness
outstanding as of the date of this Note and expressly disclosed on Schedule I
hereto;

                  (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

                                      -5-
<PAGE>

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;

                  (vi) Investments. Without the express written consent of the
Holder, 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.

                  (vii) Transactions with Affiliates. The Company will not enter
into any transaction, including, without limitation, the purchase, sale, lease
or exchange of property, real or personal, the purchase or sale of any security,
the borrowing or lending of any money, or the rendering of any service, with any
person or entity affiliated with the Company (including, but not limited to,
officers, directors and shareholders owning three (3%) percent or more of the
Company's outstanding capital stock).

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

                  (ix) Executive Compensation. Without the express consent of
the Company's compensation committee (which must include at least one (1)
independent director of the Company's Board of Directors or if no such committee
exists, by the approval of the Board of Directors, including all independent
directors on the Board), the Company shall not increase the compensation payable
to any current executive officer of the Company or the Guarantor without the
approval of the independent members of the Board.

      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).

                                      -6-
<PAGE>

                  (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

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

                  (v) Cross-Default. Any indebtedness of the Company, other than
due the holders of the Notes (the "Holders"), in an aggregate principal amount
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 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.    Conversion.

            (a) Holder's Conversion Right. At any time and from time to time,
upon the earliest to occur of (i) an Event of Default, and (ii) the Maturity
Date, any holder of this Note(s) shall be entitled to convert all or any portion
of the Principal Amount into fully paid and non-assessable shares of Common
Stock in accordance with this Section 5(a) and Sections 5(b) and Section 5(c).
The Company shall not issue any fraction of a share of Common Stock upon

                                      -7-
<PAGE>

any conversion. All shares of Common Stock (including fractions thereof)
issuable upon conversion of the Notes by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of a fraction of a share of Common Stock. If, after the aforementioned
aggregation, the issuance would result in the issuance of a fraction of a share
of Common Stock, the Company shall, in lieu of issuing such fractional share,
pay to the holder the fair value thereof in cash. The Company shall pay any and
all taxes that may be payable with respect to the issuance and delivery of
Common Stock upon conversion of Notes unless such taxes result from the issuance
of Common Stock upon conversion to a person other than the holder of Notes.

            (b) Conversion Price. Subject to anti-dilution adjustment as
provided in Section 5(d), the "Conversion Price" of the outstanding Principal
Amount of the Notes shall be equal to the lower of (i) $1.25 and (ii) the
product of (I) one hundred fifty (150%) percent, and (II) the Fair Market Value
of shares of the Common Stock. The Principal Amount and interest thereon so
elected by the Holder to be converted (the "Converted Amount"), will convert
into that number of shares of Common Stock determined by dividing the Converted
Amount by the Conversion Price, as adjusted at the time of conversion.

            (c) Mechanics of Conversion. To convert the Note into shares of
Common Stock on any date (a "Conversion Date"), the holder thereof shall (i)
transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59
p.m., New York time on such date, a copy of an executed notice of conversion in
the form attached hereto as Exhibit I (the "Conversion Notice") to the Company,
and (ii) surrender to a common carrier for delivery to the Company within three
(3) business days of such date the original Note(s) being converted (or an
indemnification undertaking with respect to such Note(s) in the case of their
loss, theft or destruction); provided, however, notwithstanding anything to the
contrary provided herein or elsewhere, the Holder in its sole option and in its
sole discretion shall have the absolute right to instead of submitting the
original Note to the Company as provided above upon a conversion of the Note,
not submit the Note to the Company upon a conversion and have the Company reduce
the Principal Amount being converted on the Company's books and records in the
amount as expressly provided in the Conversion Notice, which shall have the same
effect as if the Holder submitted the original Note. On or before the third (3rd
) business day following the date of receipt of a Conversion Notice (the "Share
Delivery Date"), the Company shall (x) issue and deliver to the address as
specified in the Conversion Notice, a certificate, registered in the name of the
holder or its designee, for the number of shares of Common Stock to which the
holder shall be entitled, or (y) provided that the Company's transfer agent (the
"Transfer Agent") is participating in The Depository Trust Company ("DTC") Fast
Automated Securities Transfer Program, upon the request of the holder, credit
such aggregate number of shares of Common Stock to which the holder shall be
entitled to the holder's or its designee's balance account with DTC through its
Deposit Withdrawal Agent Commission system. If the Principal Amount represented
by the Note(s) submitted for conversion pursuant to Section 5C (ii) is greater
than the Converted Amount, and the Holder has elected to submit the original
Note to the Company then the Company shall, as soon as practicable and in no
event later than three (3) business days after receipt of the Notes (the "Note
Delivery Date") and at its own expense, issue and deliver to the holder a new
Note representing the Principal Amount not converted. The person or persons
entitled to receive the shares of Common Stock issuable upon a conversion of
Note(s) shall be

                                      -8-
<PAGE>

treated for all purposes as the record holder or holders of such shares of
Common Stock on the Conversion Date.

            (d) Anti-Dilution Provisions. The Conversion Price in effect at any
time and the number and kind of securities issuable upon conversion of the Notes
shall be subject to adjustment from time to time upon the happening of certain
events as follows:

                  (i) Adjustment for Stock Splits and Combinations. If the
Company at any time or from time to time on or after the date of any issuance of
any Notes (the "Original Issuance Date"), effects a subdivision of the
outstanding Common Stock, the Conversion Price then in effect immediately before
that subdivision shall be proportionately decreased, and conversely, if the
Company at any time or from time to time on or after the Original Issuance Date
combines the outstanding shares of Common Stock into a smaller number of shares,
the Conversion Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this subsection (i) shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

                  (ii) Adjustment for Certain Dividends and Distributions. If
the Company at any time or from time to time on or after the Original Issuance
Date makes, or fixes a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price then in effect shall be decreased as of the time of such issuance or, in
the event such record date is fixed, as of the close of business on such record
date, by multiplying the Conversion Price then in effect by a fraction (1) the
numerator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date and (2) the denominator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Conversion Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion Price shall
be adjusted pursuant to this subsection (ii) as of the time of actual payment of
such dividends or distributions.

                  (iii) Adjustments for Other Dividends and Distributions. In
the event the Company at any time or from time to time on or after the Original
Issuance Date makes, or fixes a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
securities of the Company other than shares of Common Stock, then and in each
such event provision shall be made so that the holders of the Notes shall
receive upon conversion thereof, in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Company which they
would have received had their Notes been converted into Common Stock on the date
of such event and had they thereafter, during the period from the date of such
event to and including the conversion date, retained such securities receivable
by them as aforesaid during such period, subject to all other adjustments called
for during such period under this subsection (e) with respect to the rights of
the holders of the Notes.

                                      -9-
<PAGE>

                  (iv) Adjustment for Reclassification, Exchange and
Substitution. In the event that at any time or from time to time on or after the
Original Issuance Date, the Common Stock issuable upon the conversion of the
Notes is changed into the same or a different number of shares of any class or
classes of stock, whether by recapitalization, reclassification or otherwise
(other than a subdivision or combination of shares or stock dividend or a
reorganization, merger, consolidation or sale of assets, provided for elsewhere
in this subsection (e)), then and in any such event each holder of the Notes
shall have the right thereafter to convert such stock into the kind and amount
of stock and other securities and property receivable upon such
recapitalization, reclassification or other change, by holders of the maximum
number of shares of Common Stock into which Notes could have been converted
immediately prior to such recapitalization, reclassification or change, all
subject to further adjustment as provided herein.

                  (v) Reorganizations, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time on or after the Original Issuance
Date there is a capital reorganization of the Common Stock (other than a
recapitalization, subdivision, combination, reclassification or exchange of
shares provided for elsewhere in this subsection (e)) or a merger or
consolidation of the Company with or into another corporation, or the sale of
all or substantially all of the Company's properties and assets to any other
person, then, as a part of such reorganization, merger, consolidation or sale,
provision shall be made so that the holders of the Notes shall thereafter be
entitled to receive upon conversion of the Notes the number of shares of stock
or other securities or property to which a holder of the number of shares of
Common Stock deliverable upon conversion would have been entitled on such
capital reorganization, merger, consolidation, or sale. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this subsection (e) with respect to the rights of the holders of the Notes after
the reorganization, merger, consolidation or sale to the end that the provisions
of this subsection (e) (including adjustment of the Conversion Price then in
effect and the number of shares issuable upon conversion of the Notes) shall be
applicable after that event and be as nearly equivalent as may be practicable.

                  (vi) No Impairment. The Company will not directly and/or
indirectly through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of this Section 5 and in
the taking of all such action as may be necessary or appropriate in order to
protect the conversion rights of the holders of the Preferred Shares against
impairment.

            (e) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section 5,
the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the holder of
this Note(s) a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
The Company shall, upon the written request at any time of the holder of this
Note(s), furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) Conversion Price at
the time in effect, and (iii) the number of shares of

                                      -10-
<PAGE>

Common Stock and the amount, if any, of other property which at the time would
be received upon the conversion of the this Note(s).

            (f) Limitation on Conversion. Except to allow the conversion and
sale of the Conversion Shares in a merger, combination or similar transaction,
or upon a liquidation or distribution of assets of the Company or similar
transaction, in no event shall the Payee be entitled to convert, any Principal
Amount in excess of that amount upon conversion of which the sum of (1) the
number of shares of Common Stock beneficially owned by the Payee or the holder
of Conversion Shares and its affiliates (other than shares of Common Stock which
may be deemed beneficially owned through the ownership of the unconverted
portion of this Note, and (2) the number of shares of Common stock issuable upon
the conversion of this Note with respect to which the determination of this
provision is being made, would result in beneficial ownership by the Holder and
its affiliates of more than 9.99% of the outstanding shares of Common Stock of
the Company (after taking into account the shares to be issued to the Payee or
the holder of Conversion Shares upon such conversion). For purposes of this
provision to the immediately preceding sentence, beneficial ownership shall be
determined by the Holder based upon and in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder,
except as otherwise provided in clause (1) of such provision.

      6. Assumption and Provision Upon Organic Change. Prior to the consummation
of any Organic Change (as defined below), the Company shall make appropriate
provision to ensure that the holder of this Note(s) will thereafter have the
right to acquire and receive in lieu of or in addition to (as the case may be)
the shares of Common Stock immediately theretofore acquirable and receivable
upon the conversion of such shares of stock, securities or assets that would
have been issued or payable in such Organic Change with respect to or in
exchange for the number of shares of Common Stock which would have been
acquirable and receivable upon conversion of this Note(s) into Common Stock
immediately prior to such Organic Change. The following shall constitute an
"Organic Change:" any recapitalization, reorganization, reclassification,
consolidation or merger, sale of all or substantially all of the Company's
assets to another Person or other transaction which is effected in such a way
that holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock.

      7. Reservation of Authorized Shares. The Company shall, so long as any
Principal Amount or interest on this Note(s) is outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the conversion of this
Note(s), three hundred (300%) percent of such number of shares of Common Stock
as shall from time to time be sufficient to effect the conversion of this
Note(s).

      8. Registration Rights Agreement. The Payee and the holder of the
Conversion Shares are entitled to have the Conversion Shares registered under
the 1933 Act in accordance with the Investor Registration Rights Agreement
entered into by the Company in connection with the Offering.

                                      -11-
<PAGE>

      9.    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, Gryphon 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 9, (ii)
reduce the interest rate or any penalty rate on this Note, (iii) extend the
Maturity Date for more than six (6) months, or (iv) reduce the Principal Amount
payable hereunder shall be made without the 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 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.

      10.   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 Agreement 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

                                      -12-
<PAGE>

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.

                 [Remainder of page intentionally left blank]

                                      -13-
<PAGE>

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

                                    eCLICKMD, INC.


                                    By:
                                       ---------------------------------------
                                          Name:
                                          Title:
<PAGE>

                                   SCHEDULE I
                                   ----------

                            OUTSTANDING INDEBTEDNESS
                            ------------------------

<PAGE>

                                    EXHIBIT I
                                    ---------

                                 eCLICKMD, INC.
                                 --------------

                                CONVERSION NOTICE

      Reference is made to the 7.5% Senior Subordinated Convertible Promissory
Note (the "Note") of eClickMD, Inc. (the "Company"). In accordance with and
pursuant to the Note, the undersigned hereby elects to convert such Principal
Amount (as defined in the Note) indicated below into shares of common stock, par
value $0.001 per share (the "Common Stock"), of the Company, as of the date
specified below.

      Date of Conversion:
                         -----------------------------------------------------

      Principal Amount to be Converted:
                                       ---------------------------------------

      Note to be Converted: PP Note No:
                                       ---------------------------------------

      Number of shares of Common
      Stock to be Issued on Conversion
      of Principal Amount:
                          ----------------------------------------------------

      Conversion Price Used
                           ---------------------------------------------------

      Please deliver the Common Stock into which the Principal Amount is being
converted to the following address:

                     ---------------------------------------

                     ---------------------------------------

                     ---------------------------------------

                     ---------------------------------------
<PAGE>

Summary of Investor Notes Issued Based on Placement Agency Agreement Dated
4//29/02:

<TABLE>
<CAPTION>
Date:       Note Holder                         Amount   Interest %   Maturity Date
<S>         <C>                                 <C>         <C>         <C>
06/07/02    Gryphon Opportunities Fund I, LLC   $60,000     7.5%        12/7/02

06/07/02    Roger Lash                          $25,000     7.5%        12/7/02

06/19/02    Gryphon Opportunities Fund I, LLC   $148,000    7.5%        12/17/02

07/02/02    Gryphon Opportunities Fund I, LLC   $100,000    7.5%        1/2/03

07/18/02    Gryphon Opportunities Fund I, LLC   $86,559     7.5%        1/18/03

08/08/02    Gryphon Opportunities Fund I, LLC   $101,900    7.5%        2/8/03
</TABLE>