Exhibit 4.2
                                                                    -----------


                                 eClickMD, Inc.
                          8200 Cameron Road, Suite 170
                                Austin, TX 78754

May 7, 2002                                              $100,000.00

                                PROMISSORY NOTE

For the value received and the sum of $100,000.00, eClick,MD,Inc. a Nevada
Corporation (the "Company") with its principal office at 8200 Cameron Road, Ste
170 Austin, TX 78754 promises to pay to the order of Gryphon Opportunities Fund
I, LLC (the "Holder") or its registered assigns the principal amount of one
hundred thousand dollars ($100,000.00) plus accrued and unpaid interest thereon
of 6% per annum on the earlier to occur of: (i) 3 months from the date of
issuance this note; and (ii) the date the Company shall complete a financing
round of a minimum of $500,000 (the "Maturity Date"). At the written request of
the Company, the Holder, at its option and in writing may extend the Maturity
Date for two periods of 30 days each.

The Company herein agrees to use the proceeds of the $100,000 as follows:

                Payroll through 4-30-02         30,000
                Payroll through 5-15-02         30,000
                Payroll Taxes                   23,000
                Rent                            13,300
                Operating Utilities              4,000
                Inflow                           5,000
                Auditors for 10-QSB             17,000
                Less Anticipated A/R           (23,000)

The Company covenants:

1)    The Company shall prepare a weekly cash budget endeavoring all cash
      inflows and expenditures and forward the same to Holder.

2)    Upon request, the Company will provide the Holder with Copies of the
      checks and other forms of payment it makes immediately upon payment.

The Company hereby agrees that the Holder may call the loan at anytime by a fax,
writing or a written notice posted in the US Post, on or after the Maturity
date. The Company waives all rights, presentment, demand, protest or notice of
any kind in connection with this Note and further agrees in the event of default
under this Note or any other obligation it has or may incur, to pay the Holder
on demand all costs and expenses incurred in connection with enforcement and

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collection of this Note. Each Payment by the Company under this Note shall be
made without set-off or deduction and in immediately available funds as directed
to the Company in writing by the Holder. In the event payment of the principle
amount of this Note is not made by the Maturity Date, the Company shall pay
penalty payment of 0.5% per month on the unpaid principal and interest due under
the Note. With the exception of the sum of $608,619 and accrued interest payable
outstanding to the Company under an earlier Note Agreement with the Holder, my
obligation under this Note ranks senior to all of my other indebtedness both
present and future.

The authority and consent to enter into this Note and borrowing has been duly
obtained as required by the Company's by-laws and the person committing the
Company to this Note and borrowing has the authority to do so on behalf of the
Company.

The Note shall be governed and construed in accordance with the laws of the
State of New York with respect to contracts made and fully performed therein
without regards to conflicts of laws thereof. The parties hereto agree that any
actions arising under this Note shall be brought solely in the federal or state
court located in the city, county or state of New York. I hereby submit to the
in personum jurisdiction of the federal, or state courts of the city, county or
state of New York.

                                        Agreed and Accepted by:


                                        /s/ MARION ROBERT RICE
                                        ---------------------------
Date:  5/07/02
     ----------                         Robert Marion Rice
                                        Chairman and CEO
                                        eClick,MD, Inc.