CERTIFICATE OF VOTING POWERS, DESIGNATIONS, PREFERENCES AND

                RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF

                                 eCLICKMD, INC.



       We, Marion Robert Rice and Neil Burley, hereby certify that we are the
Chief Executive Officer and the Chief Financial Officer, respectively, of
eClickMD, Inc., a corporation organized and existing under the laws of the State
of Nevada (the "Company"), and further, in accordance with the provisions of
Section 78.195 of the Nevada Revised Statutes, DO HEREBY CERTIFY;

       That pursuant to the authority conferred upon the Board of Directors by
the Company's Articles of Incorporation, as amended to date (the "Articles of
Incorporation"), the said Board of Directors on October 11, 2002 adopted the
following resolutions creating a series of 200 shares of Preferred Stock
designated as Series A Convertible Preferred Stock, none of which shares have
been issued;

       RESOLVED, that the Company is authorized to issue two hundred (200)
shares of Series A Convertible Preferred Stock (the "Preferred Shares"), par
value $0.001 per share, which shall have the powers, designations, preferences
and other special rights set forth below.

       (1)    Voting Rights.

              (a)    Series A Convertible Preferred Stock. Except as otherwise
provided herein or the Articles of Incorporation or required by law, the holders
of the Preferred Shares and the holders of the Company's common stock, par value
$0.001 per share (the "Common Stock") shall vote together as a single class with
each Preferred Share having the number of votes equal to the largest whole
number of shares of Common Stock into which such Preferred Share could be
converted, at the record date for the determination of the shareholders entitled
to vote on such matters or, if no such record date is established, at the date
such vote is taken.

              (b)    Common Stock. Each holder of shares of Common Stock shall
be entitled to one vote for each share thereof held. Except as otherwise
expressly provided herein or as required by law, the holders of the Preferred
Shares and the holders of Common Stock shall vote together and not as separate
classes.

       (2)    Stated Value. Subject to Section 6, each Preferred Share shall
have a "Stated Value" equal to $10,000.

       (3)    Conversion of Preferred Shares. Preferred Shares shall be
convertible into shares of Common Stock, on the terms and conditions set forth
in this Section 3.

              (a)    Holders' Conversion Right. At any time or times on or after
the first date of issuance of any Preferred Share (the "Original Issuance
Date"), any holder of Preferred Shares shall be entitled to convert any whole
number of Preferred Shares into fully paid and non-assessable shares of Common
Stock in accordance with Sections 3(a, 3(b), 3(c) and 3(d) of this Certificate.
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Holders of Preferred Shares may not convert partial Preferred Shares except in
connection with converting all Preferred Shares held by them. The Company shall
not issue any fraction of a share of Common Stock upon any conversion. All
shares of Common Stock (including fractions thereof) issuable upon conversion of
more than one Preferred Share 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 Preferred Shares unless such taxes result from the issuance
of Common Stock upon conversion to a person other than the holder of Preferred
Shares.

              (b)    Mandatory Conversion. The Preferred Shares shall
automatically convert into shares of Common Stock at the Conversion Price (as
defined below) either (i) upon a secondary public offering of the Common Stock
resulting in the receipt by the Company of no less than five million
($5,000,000) dollars of gross proceeds at a public offering price of no less
than $1.50 per share of Common Stock (such a transaction being hereinafter
referred to as a "Qualified Public Offering"), or (ii) at the Company's option,
upon thirty (30) days written notice at any time twelve (12) months from and
after the Original Issuance Date, at such time as (A) the closing bid price for
the Common Stock has equaled or exceeded $1.50 for a period of twenty (20)
consecutive trading days and (B) the average daily volume of Common Stock traded
during such twenty (20) consecutive trading day period equals or exceeds 100,000
shares, provided that the Conversion Shares are fully registered for resale
pursuant to a current effective registration statement and are not subject to
any lock-up agreement or other limitation on sale.

              (c)    Conversion Price. Subject to anti-dilution adjustment as
provided in Section 3(e), the "Conversion Price" of each Preferred Share shall
be $0.50 (the "Initial Conversion Price"). Each Preferred Share will convert
into that number of shares of Common Stock determined by dividing the Stated
Value of the Preferred Share by the Conversion Price, as adjusted at the time of
conversion.

              (d)    Mechanics of Conversion. To convert Preferred Shares 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., Eastern 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 certificates
representing the Preferred Shares being converted (or an indemnification
undertaking with respect to such shares in the case of their loss, theft or
destruction) (the "Preferred Stock Certificates"). 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

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<PAGE>

entitled to the holder's or its designee's balance account with DTC through its
Deposit Withdrawal Agent Commission system. If the number of Preferred Shares
represented by the Preferred Stock Certificate(s) submitted for conversion
pursuant to this Section 3(d) is greater than the number of Preferred Shares
being converted, then the Company shall, as soon as practicable and in no event
later than three (3) Business Days after receipt of the Preferred Stock
Certificate(s) (the "Preferred Stock Delivery Date") and at its own expense,
issue and deliver to the holder a new Preferred Stock Certificate representing
the number of Preferred Shares not converted. The person or persons entitled to
receive the shares of Common Stock issuable upon a conversion of Preferred
Shares shall be treated for all purposes as the record holder or holders of such
shares of Common Stock on the Conversion Date.

              (e)    Anti-Dilution Provisions. The Conversion Price in effect at
any time and the number and kind of securities issuable upon conversion of the
Preferred Shares 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 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 Preferred

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<PAGE>

Shares 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 Preferred Shares 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 Preferred
Shares.

                     (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
Preferred Shares 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 (d)), then and in any such event each holder of
Preferred Shares 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 such shares of Preferred Shares
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 Preferred Shares shall
thereafter be entitled to receive upon conversion of the Preferred Shares 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 Preferred Shares 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 purchasable upon
conversion of the Preferred Shares) shall be applicable after that event and be
as nearly equivalent as may be practicable.

                     (vi)   Sale of Shares Below Conversion Price.

                            A.     If at any time or from time to time following
the Original Issuance Date, the Company issues or sells, or is deemed by the
express provisions of subsections 3(e)(vi)(B) through (F) to have issued or
sold, Additional Shares of Common Stock (as hereinafter defined), other than as
a dividend or other distribution on any class of stock and other than upon a
subdivision or combination of shares of Common Stock, in either case as provided
in subsection 3(e)(i) above, for an Effective Price (as hereinafter defined)

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<PAGE>

that is less than the then existing Conversion Price, then in each such case (1)
the then existing Conversion Price shall be reduced, as of the opening of
business on the date of such issuance and/or sale, such that it is equal to the
lowest Effective Price at which any Additional Shares of Common Stock are
issued, and (2) the number of Conversion Shares (as hereinafter defined)
issuable upon conversion of the Preferred Shares shall be increased to a number
determined by multiplying the number of Conversion Shares that would have been
issued had the Preferred Shares been converted immediately prior to the
applicable Conversion Price reduction hereunder by a fraction, the numerator of
which shall be the Conversion Price in effect immediately prior to the
applicable Conversion Price reduction hereunder and the denominator of which
shall be the Conversion Price as so reduced.

                            B.     For the purpose of making any adjustment
required under subsection 3(e)(vi), the consideration received by the Company
for any issue or sale of securities shall (I) to the extent it consists of cash
be computed at the amount of cash received by the Company, (II) to the extent it
consists of property other than cash, be computed at the fair value of that
property as determined in good faith by the board of directors of the Company
(the "Board"), (III) if Additional Shares of Common Stock, Convertible
Securities (as hereinafter defined) or rights or options to purchase either
Additional Shares of Common Stock or Convertible Securities are issued or sold
together with other stock or securities or other assets of the Company for a
consideration which covers both, be computed as the portion of the consideration
so received that may be reasonably determined in good faith by the Board to be
allocable to such Additional Shares of Common Stock, Convertible Securities or
rights or options, and (IV) be computed after reduction for all expenses payable
by the Company in connection with such issue or sale.

                            C.     For the purpose of the adjustment required
under subsection 3(e)(vi), if the Company issues or sells any rights, warrants
or options for the purchase of, or stock or other securities convertible into or
exchangeable for, Additional Shares of Common Stock (such convertible or
exchangeable stock or securities being hereinafter referred to as "Convertible
Securities") and if the Effective Price of such Additional Shares of Common
Stock is less than the Conversion Price then in effect, then in each case the
Company shall be deemed to have issued at the time of the issuance of such
rights, warrants or options or Convertible Securities the maximum number of
Additional Shares of Common Stock issuable upon exercise, conversion or exchange
thereof and to have received as consideration for the issuance of such shares an
amount equal to the total amount of the consideration, if any, received by the
Company for the issuance of such rights, warrants or options or Convertible
Securities, plus, in the case of such rights, warrants or options, the minimum
amounts of consideration, if any, payable to the Company upon the exercise of
such rights, warrants or options, plus, in the case of Convertible Securities,
the minimum amounts of consideration, if any, payable to the Company (other than
by cancellation of liabilities or obligations evidenced by such Convertible
Securities) upon the conversion or exchange thereof. No further adjustment of
the Conversion Price, adjusted upon the issuance of such rights, warrants,
options or Convertible Securities, shall be made as a result of the actual
issuance of Additional Shares of Common Stock on the exercise of any such
rights, warrants or options or the conversion or exchange of any such
Convertible Securities. If any such rights or options or the conversion or
exchange privilege represented by any such Convertible Securities shall expire
without having been exercised, the Conversion Price adjusted upon the issuance
of such rights, warrants, options or Convertible Securities shall be readjusted

                                       -5-
<PAGE>

to the Conversion Price which would have been in effect had an adjustment been
made on the basis that the only Additional Shares of Common Stock so issued were
the Additional Shares of Common Stock, if any, actually issued or sold on the
exercise of such rights, warrants, or options or rights of conversion or
exchange of such Convertible Securities, and such Additional Shares of Common
Stock, if any, were issued or sold for the consideration actually received by
the Company upon such exercise, plus the consideration, if any, actually
received by the Company for the granting of all such rights, warrants, or
options, whether or not exercised, plus the consideration received for issuing
or selling the Convertible Securities actually converted or exchanged, plus the
consideration, if any, actually received by the Company (other than by
cancellation of liabilities or obligations evidenced by such Convertible
Securities) on the conversion or exchange of such Convertible Securities.

                            D.     For the purpose of the adjustment required
under subsection 3(e)(vi), if the Company issues or sells, or is deemed by the
express provisions of this subsection to have issued or sold, any rights or
options for the purchase of Convertible Securities and if the Effective Price of
the Additional Shares of Common Stock underlying such Convertible Securities is
less than the Conversion Price then in effect, then in each such case the
Company shall be deemed to have issued at the time of the issuance of such
rights or options the maximum number of Additional Shares of Common Stock
issuable upon conversion or exchange of the total amount of Convertible
Securities covered by such rights or options and to have received as
consideration for the issuance of such Additional Shares of Common Stock an
amount equal to the amount of consideration, if any, received by the Company for
the issuance of such rights, warrants or options, plus the minimum amounts of
consideration, if any, payable to the Company upon the exercise of such rights,
warrants or options, plus the minimum amount of consideration, if any, payable
to the Company (other than by cancellation of liabilities or obligations
evidenced by such Convertible Securities) upon the conversion or exchange of
such Convertible Securities. No further adjustment of the Conversion Price,
adjusted upon the issuance of such rights, warrants or options, shall be made as
a result of the actual issuance of the Convertible Securities upon the exercise
of such rights, warrants or options or upon the actual issuance of Additional
Shares of Common Stock upon the conversion or exchange of such Convertible
Securities. The provisions of paragraph (C) above for the readjustment of the
Conversion Price upon the expiration of rights, warrants or options or the
rights of conversion or exchange of Convertible Securities shall apply mutatis
mutandis to the rights, warrants options and Convertible Securities referred to
in this paragraph (D).

                            E.     "Additional Shares of Common Stock" shall
mean all shares of Common Stock issued by the Company on or after the Original
Issuance Date, whether or not subsequently reacquired or retired by the Company,
other than (I) shares of Common Stock issuable upon conversion of the Preferred
Shares (sometimes hereinafter referred to as the "Conversion Shares"), (II)
shares of Common Stock issuable upon exercise of certain warrants issued by the
Company to the original holders of the Preferred Shares concurrently with the
issuance of the Preferred Shares (the "Warrants"), (III) shares of Common Stock
issuable upon exercise of warrants, options and convertible securities
outstanding as of the Original Issuance Date (provided that the terms of such
warrants, options and convertible securities are not modified after the Original
Issuance Date to adjust the exercise price), (IV) shares of Common Stock issued
to individuals who are or were employees or directors of or consultants and
advisors to the Company or any Subsidiary pursuant to stock purchases or stock

                                       -6-
<PAGE>

option plans or other arrangements approved by the Board or pursuant to
guidelines approved by the Board or upon exercise of options or warrants granted
to such parties pursuant to any such plan or arrangement, (V) shares of Common
Stock issued in connection with bona fide acquisitions, mergers, joint ventures
and other similar transactions approved by the Board, (VI) shares of Common
Stock issued pursuant to any event for which adjustment is made to the
Conversion Price under Section 3(e) hereof or to the exercise price under the
anti-dilution provisions of the Warrants and (VII) shares of Common Stock issued
in a Qualified Public Offering, provided that such issuance is approved by the
Board. The "Effective Price" of Additional Shares of Common Stock shall mean the
quotient determined by dividing the total number of Additional Shares of Common
Stock issued or sold, or deemed to have been issued or sold by the Company under
this subsection (vi), into the aggregate consideration received, or deemed to
have been received, by the Company for such issue under this subsection (vi),
for such Additional Shares of Common Stock.

                            F.     Other than a reduction pursuant to its
applicable anti-dilution provisions, any reduction in the conversion price of
any Convertible Security, whether outstanding on the Original Issuance Date or
thereafter, or the price of any option, warrant or right to purchase Common
Stock or any Convertible Security (whether such option, warrant or right is
outstanding on the Original Issuance Date or thereafter), to an Effective Price
less than the current Conversion Price, shall be deemed to be an issuance of
such Convertible Security and all such options, warrants or rights at such
Effective Price, and the provisions of Sections 3(vi)(C), (D) and (E) shall
apply thereto mutatis mutandis.

                     (vii)  No Adjustments in Certain Circumstances. No
adjustment in the Conversion Price shall be required unless such adjustment
would require an increase or decrease of at least one cent ($0.01) in such
price; provided, however, that any adjustments which by reason of this
subsection (vii) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment required to be made hereunder. All
calculations under this subsection 3(d)(vii) shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be.

              (f)    No Impairment. The Company will not, by amendment of its
Articles of Incorporation or 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 3 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.

              (g)    Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section 3,
the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Preferred Shares 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 any holder of
Preferred Shares, 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 Common

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<PAGE>

Stock and the amount, if any, of other property which at the time would be
received upon the conversion of the Preferred Shares.

              (h)    Status of Converted Stock. In the event any Preferred
Shares shall be converted pursuant to Section 3 hereof, the shares so converted
shall be canceled and shall not be reissued as Preferred Shares.

              (i)    Stock Purchase Rights. If at any time or from time to time,
the Company grants or issues to the record holders of the Common Stock any
options, warrants or rights (collectively, "Stock Purchase Rights") entitling
any holder of Common Stock to purchase Common Stock or any security convertible
into or exchangeable for Common Stock or to purchase any other stock or
securities of the Company, the holders of Preferred Shares shall be entitled to
acquire, upon the terms applicable to such Stock Purchase Rights, the aggregate
Stock Purchase Rights which such holders of Preferred Shares could have acquired
if they had been the record holder of the maximum number of shares of Common
Stock issuable upon conversion of their Preferred Shares on both (x) the record
date for such grant or issuance of such Stock Purchase Rights, and (y) the date
of the grant or issuance of such Stock Purchase Rights.

       (4)    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 each of the holders of the Preferred Shares
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 holder's Preferred Shares
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 the
conversion of such holder's Preferred Shares 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.

       (5)    Reservation of Authorized Shares. The Company shall, so long as
any of the Preferred Shares are 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 the Preferred Shares, 200%
of such number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all of the Preferred Shares then
outstanding.

       (6)    Liquidation, Dissolution, Winding-Up. In the event of any
Liquidation (as defined below) of the Company, the holders of the Preferred
Shares shall be entitled to receive out of the assets of the Company, legally
available for distribution therefrom (the "Liquidation Funds"), before any
amount shall be paid to the holders of any of the capital stock of the Company
of any class junior in rank to the Preferred Shares in respect of the
preferences as to the distributions and payments on the liquidation, dissolution
and winding up of the Company, an amount per Preferred Share equal to Ten
Thousand Dollars ($10,000) per Preferred Share (as adjusted for any stock
dividend, stock split, combination or other similar recapitalization affecting

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<PAGE>

such shares in the manner provided in Section 3(e) for the adjustment of the
Conversion Price) plus all dividends, if any, which have accrued or are payable
under Section 8 hereof, but have not been paid in cash and received by the
holders of the Preferred Stock, up to and including the date full payment is
tendered to the holder of such Preferred Share with respect to such Liquidation
(collectively, the "Liquidation Preference"); provided that, if the Liquidation
Funds are insufficient to pay, issue or deliver the full amount due to the
holders of Preferred Shares and holders of shares of other classes or series of
preferred stock of the Company that are expressly provided for as of equal rank
with the Preferred Shares as to payments of Liquidation Funds (the "Pari Passu
Shares"), then each holder of Preferred Shares and Pari Passu Shares shall
receive a percentage of the Liquidation Funds equal to the full amount of
Liquidation Funds payable to such holder as a liquidation preference, in
accordance with their respective Certificate of Designations, Preferences and
Rights, as a percentage of the full amount of Liquidation Funds payable to all
holders of Preferred Shares and Pari Passu Shares. No holder of Preferred Shares
shall be entitled to receive any amounts with respect thereto upon any
Liquidation other than the amounts provided for herein; provided that a holder
of Preferred Shares shall be entitled to all amounts previously accrued with
respect to amounts owed hereunder. If a Liquidation is a Cash-Out Liquidation,
the form of consideration in which the Liquidation Preference is to be paid to
the holders of the Preferred Shares as provided in this paragraph (6) shall be
cash. If a Liquidation is a Like-Kind Liquidation, the form of consideration in
which the Liquidation Preference is to be paid to the holders of the Preferred
Shares as provided in this paragraph (6) shall be the form of consideration
received by the Company or the other holders of the Company's capital stock, as
the case may be.

              "Liquidation" means either a Cash-Out Liquidation or a Like-Kind
Liquidation.

              "Cash-Out Liquidation" means (i) any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, (ii) a change in
the voting control of the Company such that any one person, entity or "group"
(as contemplated by Rule 13d-5(b)(1) under the Securities Exchange Act of 1934,
as amended) acquires from the Company in a cash transaction the right to cast
greater than 50% of votes eligible to be cast by all holders of capital stock of
the Company in the election of directors of the Company, provided that such
transaction is approved by the Board of Directors of the Company, or (iii) any
merger or consolidation of the Company with or into another entity and/or any
sale of all or substantially all of the assets of the Company provided that any
such merger, consolidation or sale is not a Like-Kind Liquidation.

              "Like-Kind Liquidation" shall include the merger or consolidation
of the Company with or into another entity and/or the sale of all or
substantially all of the assets of the Company, provided that the consideration
received by the Company or its shareholders in such transaction consists solely
of equity securities (disregarding any payments for fractional shares).

       (7)    Preferred Rank. All shares of Common Stock shall be of junior rank
to all Preferred Shares in all respects as to the preferences as to
distributions and payments upon the liquidation, dissolution and winding up of
the Company. The rights of the shares of Common Stock shall be subject to the
preferences and relative rights of the Preferred Shares. The Company shall not
create or authorize any other class or series of capital stock ranking pari
passu and/or senior in any respect to the Preferred Shares without the express
written consent of holders owning no less than a majority of the then issued and
outstanding Preferred Shares.

                                       -9-
<PAGE>

       (8)    Dividends; Participation. The holders of the Preferred Shares
shall, as holders of Preferred Shares, be entitled to such dividends paid and
distributions made to the holders of Common Stock to the same extent as if such
holders of Preferred Shares had converted the Preferred Shares into Common Stock
(without regard to any limitations on conversion herein or elsewhere) and had
held such shares of Common Stock on the record date for such dividends and
distributions. Payments under the preceding sentence shall be made concurrently
with the dividend or distribution to the holders of Common Stock. So long as any
Preferred Shares shall be outstanding, no dividends, whether in cash, securities
or property, shall be paid or declared, nor shall any other distribution be
made, on the Common Stock or any other security junior to the Preferred Shares
as to dividend rights, unless all dividends, if any, payable with respect to the
Preferred Shares shall have been paid or declared and duly provided for in cash
or in kind.

       (9)    Vote to Issue, or Change the Terms of, Preferred Shares. The
affirmative vote of the holders of not less than a majority of the then
outstanding Preferred Shares at a meeting duly called for such purpose or the
written consent without a meeting of the holders of not less than a majority of
the then outstanding Preferred Shares shall be required for any action that (i)
alters or changes the rights, preferences, or privileges of the Preferred Shares
so as to adversely affect such shares, (ii) increases or decreases the number of
authorized Preferred Shares, and (iii) amends this Certificate of Designations
and/or the Company's Articles of Incorporation or By-Laws which would materially
adversely amend, alter, change, repeal or otherwise affect any of the powers,
designations, preferences and rights of the Preferred Shares.

       (10)   Lost or Stolen Certificates. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of any Preferred Stock Certificates representing the Preferred
Shares, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the holder to the Company in customary form and, in the case of
mutilation, upon surrender and cancellation of the Preferred Stock
Certificate(s), the Company shall execute and deliver new preferred stock
certificate(s) of like tenor and date.

       (11)   Notices. Whenever notice is required to be given under this
Certificate of Designations, unless otherwise provided herein, such notice shall
be given in accordance with the notice provisions set forth in the Subscription
Agreement pursuant to which the Preferred Shares were issued. The Company shall
provide such holder of Preferred Shares with written notice at least ten (10)
days prior to the date on which the Company closes its books or takes record
with respect to any pro rata subscription offer to holders of Common Stock.

       (12)   Information Rights. The Company will deliver to each holder of
Preferred Shares quarterly reports (including unaudited financial statements)
within 45 days after the end of each fiscal quarter and annual reports
(including audited financial statements) within 90 days after the end of each of
the Company's fiscal years.

                  [Remainder of page intentionally left blank]

                                      -10-
<PAGE>

       IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this Certificate to be signed by Marion Robert Rice, its
Chief Executive Officer, and Neil Burley, its Chief Financial Officer this ___
day of ___________, 200_.



                                       /s/ MARION ROBERT RICE
                                       -----------------------------------------
                                       Marion Robert Rice
                                       Chief Executive Officer



                                       /s/ NEIL BURLEY
                                       -----------------------------------------
                                       Neil Burley
                                       Chief Financial Officer


STATE OF _______________   )
                           )  ss.:
COUNTY OF _____________    )

       On ____________________, personally appeared before me, a Notary Public,
Marion Robert Rice and Neil Burley, who acknowledged that they executed the
above instrument.



                                       -----------------------------------------
                                       Notary Public

                                      -11-
<PAGE>

                                    EXHIBIT I

                                 ECLICKMD, INC.
                                 --------------

                                CONVERSION NOTICE



       Reference is made to the Certificate of Voting Powers, Designations,
Preferences and Rights of Series A Convertible Preferred Stock of eClickMD, Inc.
(the "Certificate of Designations"). In accordance with and pursuant to the
Certificate of Designations, the undersigned hereby elects to convert the number
of shares of Series A Convertible Preferred Stock, par value $0.001 per share
(the "Preferred Shares"), of eClickMD, Inc., a Nevada corporation (the
"Company"), 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:______________________________________________________

       Number of Preferred Shares to be converted:______________________________

       Stock certificate number(s) of Preferred Shares to be converted:_________

       Please deliver the Common Stock into which the Preferred Shares are being
converted to the following address:

                    ________________________________________

                    ________________________________________

                    ________________________________________

                    ________________________________________


                                      -12-