THIS NOTE IS SECURED PURSUANT TO AND BY THE TERMS OF A SECURITY AGREEMENT
EXECUTED BY THE BORROWER IN FAVOR OF THE LENDER.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE BORROWER TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT IS AVAILABLE.

                                 eCLICKMD, INC.

                  POST-PETITION SENIOR SECURED PROMISSORY NOTE
                  --------------------------------------------



$49,970.00                                                 As of May 20, 2003



         FOR VALUE RECEIVED, the undersigned, eCLICKMD, INC., a Nevada
corporation (the "Borrower"), promises to pay GRYPHON OPPORTUNITIES FUND I, LLC,
a Delaware corporation (the "Lender") the sum of Forty Nine Thousand Nine
Hundred Ninety ($49,970.00) Dollars (the "Principal Amount") with interest from
the date of advancement on the unpaid balance hereof from time to time remaining
unpaid at a rate equal to five (5%) percent per annum.

         This Note is issued pursuant to an order of the United States
Bankruptcy Court for the Western District of Texas, dated as of May 19, 2003
approving post-petition financing by Borrower, and granting Lender a
superpriority lien on effectively all of the assets of Borrower.

         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 Court's Order Approving Post-Petition
Financing. Reference to that Order shall in no way impair the absolute and
unconditional obligation of the Borrower to pay both the Principal Amount and
interest as provided herein.

         1.       Principal and Payments. This Note shall mature and the
Principal Amount shall be due and payable immediately upon demand ("Demand") by
the Borrower. The date of the giving by the Borrower of Demand shall be referred
to herein as the "Maturity Date"). All payments hereunder shall be payable to
the Lender. All payments hereunder shall be payable in lawful money of the
United States of America which shall be legal tender for public and private
debts at the time of payments. Each payment by the Borrower pursuant to this
Note shall be made without set-off or deduction and in immediately available
funds. All payments of the Principal Amount and interest under this Note (and
all other amounts payable hereunder) shall be made to Lender on or before the
Maturity Date at the address of Lender hereinbefore set forth or, at Lender's
request, to Lender at such other address as Lender may, from time to time,
designate in writing. If any payment hereunder becomes due on a Saturday, Sunday
or legal holiday, such payment shall become due on the next business day. The

<PAGE>

Borrower (i) waives presentment, demand, protest or notice of any kind in
connection with this Note (except as specifically provided elsewhere in this
Note) and (ii) agrees, in the event of an Event of Default (as hereinafter
defined), to pay to the holder of this Note, on demand, all costs and expenses
(including legal fees and expenses) incurred in connection with the enforcement
and collection of this Note.

         2.       Interest. Subject to prior conversion as set forth in Section
3, the Borrower shall pay interest on the outstanding Principal Amount of this
Note on the Maturity Date. Interest on this Note shall accrue on the outstanding
principal amount from the date of issuance until repayment of the Principal
Amount and payment of all accrued interest in full. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months. 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 date a default in this Note first occurs until repayment, provided,
that in no event shall the interest rate exceed the highest lawful rate as
provided below. All agreements herein are expressly limited so that in no
contingency or event whatsoever, whether by reason of advancement of the
proceeds hereof, acceleration of maturity of the unpaid principal balance
hereof, or otherwise, shall the amount paid or agreed to be paid to the Lender
for the use, forbearance or detention of the money to be advanced hereunder
exceed the highest lawful rate permissible under applicable usury laws. If, from
any circumstances whatsoever, fulfillment of any provision in this Note at the
time performance of such provision shall be due, shall involve transcending the
limit of validity prescribed by law that a court of competent jurisdiction may
deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall
be reduced to the limit of such validity and if from any circumstance the Lender
shall ever receive as interest an amount that would exceed the highest lawful
rate, such amount that would be excessive interest shall be applied to the
reduction of the unpaid principal balance due hereunder and not to the payment
of interest.

         3.       Events of Default.

                  A.       The term "Event of Default" shall mean any of the
events set forth in this Section 5A:

                           (i)      Non-Payment of Obligations. The Borrower
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)     Conversion. The Borrower shall voluntarily
or involuntarily permit or suffer the conversion of its chapter 11 case to a
case under chapter 7 of the United States Bankruptcy Code.

                           (iii)    Liens and Judgments. The Borrower shall
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.

                                       -2-
<PAGE>

                  B.       Action if Event of Default. If any Event of Default
shall occur for any reason, whether voluntary or involuntary, and be continuing,
the Lender may, upon notice to the Borrower, 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.

         4.       Security Interest. Payment of this Note is secured by the
Post-Petition Security Agreement. Additional rights of Lender in connection with
this Note are set forth in the Security Agreement.

         5.       Notices. All notices, approvals, requests, demands and other
communications hereunder shall be given in accordance with the notice provision
of the Agreement.

         6.       Waiver and Amendment.

                  A.       Any amendment, supplement or modification of or to
any provision of this Note, any waiver of any provision of this Note and any
consent to any departure by the Borrower from the terms of any provision of this
Note, shall be effective (i) only if it is made or given in writing and signed
by the Borrower and each Lender and (ii) only in the specific instance and for
the specific purpose for which made or given.

                  B.       No failure or delay on the part of the Lender 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 Borrower in any case shall entitle it to any
notice or demand in similar or other circumstances. No waiver or approval by the
Lender 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 Borrower makes a payment or
payments to the Lender, 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 7 becomes effective, the Borrower shall mail to the Holders a copy
thereof.

         7.       Miscellaneous.

                  A.       Parties in Interest; Right of Lender to Assign Note.
All covenants, agreements and undertakings in this Note binding upon the
Borrower or the Lender shall bind and inure to the benefit of the successors and

                                       -3-
<PAGE>

permitted assigns of the Borrower and the Lender, respectively, whether so
expressed or not. The Lender shall have the right to assign this Note and the
Borrower shall take any and all action reasonably requested by the Lender to
facilitate the assignment of this Note and each assignee shall be deemed the
"Lender" of the portion of the Note so assigned. The Borrower may not assign
this Note (and/or its obligations pursuant to this Note).

                  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, the Borrower 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 the Borrower or such agent, return receipt
requested, with the same full force and effect as if personally served upon the
Borrower 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 LENDER AND THE BORROWER
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 LENDER OR
THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER'S
PURCHASING THIS NOTE.

         8.       Headings. The headings in this Note are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                                      BORROWER:

                                      eCLICKMD, INC.


                                      By: /s/ NEIL BURLEY
                                          --------------------------------------
                                          Name:   Neil Burley
                                          Title:  Chief Financial Officer

                                       -4-