<PAGE>

                                                                   EXHIBIT 10.65

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.  THIS LEGEND SHALL BE
ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.


                                drkoop.com, Inc.

                       8% Senior Secured Promissory Note
                             Due December 18, 2000


$1,200,000                                                      June 23, 2000


     FOR VALUE RECEIVED, drkoop.com, Inc., a Delaware corporation with its
principal executive office at 7000 N. Mopac, Suite 400, Austin, TX 78731 (the
"Company"), promises to pay to the order of ComVest Venture Partners, L.P., a
Delaware limited partnership (together with any permitted registered assigns,
the "Payee"), at 830 Third Avenue, New York, New York 10022, or at such other
place as the Payee or any holder hereof may designate in writing, the principal
amount of One Million Two Hundred Thousand Dollars ($1,200,000) (the "Principal
Amount"), in lawful money of the United States, December 18, 2000 days (the
"Maturity Date").  The Company also promises to pay interest on the unpaid
Principal Amount hereof in like money at said office or place from the date
hereof until maturity (whether by passage of time, acceleration or otherwise) at
a rate equal to 8% per annum at the Maturity Date.  After maturity (whether by
passage of time, acceleration or otherwise) interest on the overdue Principal
Amount and accrued interest thereon shall be payable on demand at a rate (the
"Default Rate") equal to 13% per annum; provided that in no event shall the
interest rate exceed the Maximum Rate (as defined in Section 1D below). Interest
shall be payable on the basis of a 360-day year and actual days elapsed.  This
Note is made with full recourse to the Company and upon all the warranties,
representations, covenants and agreements contained herein.

     Notwithstanding anything to the contrary provided herein or elsewhere, in
the event Commonwealth Associates L.P. ("Commonwealth") elects not to act as
placement agent in a private placement of the Company's securities, as is
contemplated by that certain placement agency agreement, dated the date hereof,
between Commonwealth and the Company ("Agency Agreement"), then the Company in
its sole discretion may elect to repay the Principal Amount and accrued and
unpaid interest thereon in common stock, par value $0.001 per share (the "Common
Stock") at the Maturity Date.  The value of the Common Stock used to repay this
Note shall be based on the
<PAGE>

average closing bid price for the Common Stock on the Nasdaq National Market
System (or such other exchange or market on which the Common Stock may then be
trading) for the 10 trading days immediately preceding the Maturity Date. The
Company shall not have the right to elect to repay this Note in Common Stock in
the event of a mandatory prepayment of this Note pursuant to Section 1G.

     1. Terms of Payment; Purpose of Loan.

     A. Prepayments. The Company may prepay in full the Principal Amount and
accrued and unpaid interest thereon without the consent of the Payee and without
payment of any premium.

     B. Day of Payment. Whenever any payment to be made hereunder shall become
due and payable on a day which is not a Business Day (as defined below), such
payment may be made on the next succeeding Business Day and, in the case of any
payment of principal, such extension of time shall in such case be included in
computing interest on such payment. As used herein, "Business Day" shall mean
any day which is not a Saturday or Sunday and on which banks in the State of New
York are not authorized or required to close. Interest on past due principal and
accrued interest thereon shall be calculated as follows: the amount of principal
and interest past due multiplied by the Default Rate and multiplied by a
fraction, the numerator of which is the number of days such principal and
interest is past due and the denominator of which is 360.

     C. Use of Proceeds. The Company shall use the proceeds of the loan
evidenced by this Note solely for working capital purposes and shall not use
such proceeds to repay or retire indebtedness for borrowed money.

     D. Maximum Rate. In the event that it is determined that, under the 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 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 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. In no event shall any agreed-to or actual exaction as consideration
for this Note exceed the limits imposed or provided by Applicable Usury Laws in
the jurisdiction in which the Company is resident applicable to the use or
detention of money or to forbearance in seeking its collection in the
jurisdiction in which the Company is resident.

     E. Obligation to Pay. Each payment by the Company pursuant to this Note
shall be made without set-off, reduction, deduction or counterclaim of any kind
or amount or for any reason, and in immediately available funds (except as
otherwise provided herein).

                                       2
<PAGE>

     F. Waivers and Enforcement and Collection. 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 holder of this Note, on demand, all costs and expenses (including
reasonable legal fees of one counsel) incurred in connection with the
enforcement and collection of this Note.

     G. Mandatory Prepayments.

        (i) Notwithstanding anything to the contrary provided herein or
     elsewhere, in the event that prior to the Maturity Date, the Company
     receives in the aggregate from the sale of its debt and/or equity
     securities no less than $7,500,000 gross proceeds in one or more
     transactions, then the Company, upon the closing of such transaction or
     transactions, as the case may be, immediately shall repay in full the
     Principal Amount and all accrued and unpaid interest thereon.

        (ii) Notwithstanding anything to the contrary provided herein or
     elsewhere, in the event that prior to the Maturity Date the Company
     consummates a merger or other business combination, combination, sale of
     substantially all of its assets or the purchase by a single entity or
     person or group of affiliated entities or persons of more than 50% of the
     voting securities of the Company, then the Company, upon the closing of
     such transaction, immediately shall prepay the entire outstanding Principal
     Amount under this Note and all accrued and unpaid interest thereon.

        (iii) The Company shall provide in any applicable financing document
     that the Company uses in connection with any future financing raising gross
     proceeds of $7,500,000 or more that the required amount of funds raised
     will be used to repay the Principal Amount and all accrued and unpaid
     interest thereon and the Company shall provide to the Payee no later than
     five (5) Business Days prior to the date of funding of any such financing
     the date such financing is expected to close, the amount of financing to be
     received and the place and time of such closing. The Company shall provide
     to the Payee all other such applicable information the Payee shall
     subsequently reasonably request. The Company shall provide to the Payee at
     the closing of such financing in immediately available funds such funds as
     is necessary to repay the entire Principal Amount and all accrued and
     unpaid interest thereon.

     2. Collateral. This Note is secured by a General Security Agreement dated
the date hereof (as amended, modified or supplemented from time to time, the
"Security Agreement") of the Company in favor of the Payee covering specified
assets of the Company therein described (collectively, the "Collateral"), and is
entitled to the benefits thereof. The Security Agreement, the Uniform Commercial
Code financing statements in connection with the Security Agreement, and any and
all other documents executed and delivered by the Company to the Payee under
which the Payee is granted liens on assets of the Company are collectively
referred to as the "Security Documents."

     3. The Bridge Warrants. In consideration of funding the $300,000 loan
represented by this Note, the Company shall issue to the Payee simultaneously
with the Company's execution of

                                       3
<PAGE>

this Note seven (7) year warrants to purchase 800,000 shares of Common Stock, at
an exercise price of $0.75 per share (the "Bridge Warrants"). The Bridge
Warrants are not subject to cancellation.

     4. Covenants of Company

     A. Affirmative Covenants. The Company covenants and agrees with respect to
the Company and each of its Subsidiaries (which, for purposes of this Note means
any entity (i) in which the Company, directly or indirectly, owns 51% of the
capital stock or holds an equity or similar interest and (ii) which conducts
substantive business activities or holds material assets) that on and after the
date hereof, so long as this Note shall remain in effect, or the Principal
Amount of, or interest thereon, or any fee, expense or amount payable hereunder
or with respect to this Note shall be unpaid it will perform the obligations set
forth in this Section 4A:

        (i) Payment of Principal, Interest and Premium; to Keep Books; Reserves.
     The Company will duly and punctually pay the principal of and interest and
     premium, if any, on the Note in accordance with the terms of the Note.

        (ii) Corporate Existence; Payment of Taxes; Conduct of Business;
     Maintenance of Properties; Compliance with Laws; Insurance; Books and
     Records. The Company will, and will cause each of its Subsidiaries to,

                (a) do or cause to be done all material things necessary to
     preserve and keep in full force and effect its corporate existence,
     organization, rights (charter and statutory) and franchises except for such
     corporate existence, organization, rights (charter and statutory) or
     franchises the termination of which would not reasonably be expected to
     have a Material Adverse Effect (as defined below);

                (b) promptly pay and discharge all material taxes, assessments
     and governmental charges or levies imposed upon it or upon its income or
     profits or upon any of its property, real, personal or mixed, or upon any
     part thereof, before the same shall become delinquent, as well as all
     claims for labor, materials and supplies which, if unpaid, might become a
     Lien (as hereinafter defined) or charge upon such property 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 GAAP with respect to any such tax assessments, charge,
     levy or claim so contested;

                (c) use its commercially reasonable efforts to conduct its
     business in a manner consistent with past practices, do or to be done all
     things necessary to preserve relationship with its material vendors,
     customers, distributors, sales representatives and others having material
     business relationships with the Company or any of its Subsidiaries, and
     inform and consult with the Payee on any key decisions involving any
     capital expenditure in excess of $100,000;

                (d) maintain, preserve, protect and keep its business and
     properties used and useful in the conduct of its business, in good repair,
     working order and condition in accordance with all applicable laws, permits
     and warranties, and from time to time make all

                                       4
<PAGE>

     needful and proper repairs, renewals, replacements and improvements thereto
     as shall be reasonably required in the conduct of its business, and protect
     and maintain its patents, copyrights, trademarks and trade secrets and all
     registrations and applications for registration thereof except where the
     failure to take such action would not reasonably be expected to have a
     Material Adverse Effect;

                (e) use its commercially reasonable efforts to comply with all
     applicable statutes, regulations and orders of, and all applicable
     restrictions imposed by, any governmental agency, in respect of the conduct
     of its business and the ownership of its properties (including without
     limitation applicable statutes, regulations and orders relating to equal
     employment opportunities or environmental standards or controls), except
     such as are being contested in good faith by appropriate proceedings;

                (f) to the extent reasonably necessary for the operation of its
     business, keep adequately insured by financially sound reputable insurers,
     all properties insured by similar corporations and carry such other
     insurance as is usually carried by similar corporations and the Company
     will, and will cause each Subsidiary to, maintain with financially sound
     insurers commercially reasonable public liability insurance against claims
     for personal injury, death or property damage suffered by others upon or in
     or about any premises occupied by it or occurring as a result of its
     ownership, maintenance or operations of any automobiles, trucks or other
     vehicles, aircraft or other facilities or as a result of the use of
     products sold by it or services rendered by it, in such amounts (and with
     such deductibles) as such insurance is usually carried by companies engaged
     in a similar business and as is in accordance with commercially reasonable
     business practice; and

                (g) at all times keep true and correct books, records and
     accounts reflecting all of its business affairs and transactions in
     accordance with GAAP, and such books and records shall be open at
     reasonable times and upon reasonable notice to the reasonable inspection of
     the Payee or its agents, subject to confidentiality agreements reasonably
     requested by the Company.

        (iii) Notice of Certain Events. The Company will, and will cause each of
     its Subsidiaries to, give prompt written notice (with description in
     reasonable detail) to the Payee of:

                (a) the occurrence of any Event of Default (as defined in
     Section 6A) or any event or condition which, with the giving of notice or
     the lapse of time, would constitute an Event of Default, specifying the
     nature and extent thereof and the action (if any) which is proposed to be
     taken with respect thereto;

                (b) the delivery of any notice effecting the acceleration of any
     indebtedness in excess of $100,000;

                (c) the issuance by any court or governmental agency or
     authority of any injunction, order, decision or other restraint
     prohibiting, or having the effect of prohibiting, the making of or
     invalidating, or having the effect of invalidating, any material provision
     of this Agreement, of the initiation of any litigation or similar
     proceedings seeking any such injunction, order, decision, or other
     restraint;

                                       5
<PAGE>

                (d) the filing or commencement of any action, suit or proceeding
     against the Company, whether at law or in equity or by or before any court
     of any Federal, state, municipal or other governmental agency or authority,
     which is brought by or on behalf of any governmental agency or authority,
     or in which injunctive or other equitable relief is sought and such relief,
     if obtained, would materially impair the right or ability of the Company to
     perform it obligations under this Note;

                (e) the commencement of any claim, litigation, proceeding or tax
     audit not covered by insurance when the amount claimed is in any individual
     claim, litigation, proceeding or tax audit in excess of $100,000 or, in the
     aggregate, $250,000; and

                (f) of any material development materially and adversely
     affecting the business, properties, liabilities, obligations, financial
     condition, operations or results of operations of the Company and its
     Subsidiaries, taken as a whole.

        (iv) Board Observer Rights. Commonwealth shall be entitled to designate
     one member of the Company's board of directors. In addition, the
     Commonwealth shall be entitled to have one observer present at all board
     meetings (and committees thereof) and to receive all information and
     notices provided to directors, subject to confidentiality agreements
     reasonably requested by the Company; provided, however that such observer
     may be excluded from such board or committee meeting if the Company
     reasonably determines that such exclusion is reasonably necessary to avoid
     any conflicts of interest.

     B. Negative Covenants. The Company covenants and agrees with respect to the
Company and each of its Subsidiaries that, so long as this Note shall remain in
effect, or the Principal Amount of, or interest thereon, or any fee, expense or
amount payable hereunder or with respect to this Note shall be unpaid, it will
perform the obligations set forth in this Section 5B:

        (i) Business in the Ordinary Course. The Company will, and will cause
     each of its Subsidiaries to, (i) refrain from engaging in transactions
     other than in the ordinary course of business consistent with past
     practice; (ii) operate its respective businesses in accordance and in
     compliance with all applicable laws, ordinances, rules or regulations or
     orders, including, without limitation environmental laws, and all permits,
     authorizations, consents and approvals; (iii) maintain all permits and
     licenses in effect and, if necessary, make all appropriate filings for the
     renewal of any permits or licenses; (iv) refrain from entering into any
     transaction involving capital expenditures or commitments therefor
     (including any borrowings in connection with such transaction) of more than
     $100,000, individually, or $250,000 in the aggregate, or the disposal of
     any properties or assets (other than inventory in the ordinary course) with
     a value of more than $100,000, individually, or $250,000, in the aggregate,
     except in the case of foregoing clauses (ii) and (iii) where the failure to
     take such action would not reasonably be expected to have a Material
     Adverse Effect.

        (ii) Liquidation, Dissolution. The Company will not, and will not permit
     any of its Subsidiaries to, liquidate or dissolve, consolidate with, or
     merge into or with, any other corporation or other entity or acquire any
     stock or assets of any person or entity, except that any wholly-owned
     subsidiary may merge with another wholly-owned subsidiary or with the

                                       6
<PAGE>

     Company (so long as the Company is the surviving corporation and no Event
     of Default (as defined in Section 6A) shall occur as a result thereof).

        (iii) Capitalization, Options and Payments. Except as permitted by
     written consent of the Payee or as contemplated in the Agency Agreement,
     the Company will not, and will not permit any of its Subsidiaries to, (i)
     make any changes in the certificate of incorporation or by-laws of the
     Company or any of the Subsidiaries; (ii) issue or reclassify or alter any
     shares of its outstanding or unissued capital stock or other securities;
     (iii) grant options, warrants or other rights of any kind to purchase any
     of its securities, or agree to issue any shares of its capital stock or any
     other securities other than pursuant to existing employee stock plans; (iv)
     make any payments to officers of the Company or any Subsidiary other than
     compensation in accordance with standard practices and reimbursement of
     business expenses; or (v) effect any recapitalization, reclassification,
     stock split or like change in its capitalization.

        (iv) Sales of Assets. The Company will not, and will not permit any of
     its Subsidiaries with respect to their assets and properties, to sell,
     transfer, lease or otherwise dispose of, or grant options, warrants or
     other rights with respect to, all or a substantial part of its properties
     or assets (whether now owned or hereafter acquired) to any person or
     entity, provided that this Section 4B(iv) shall not restrict any
     disposition made in the ordinary course of business or consisting of
     capital goods which are obsolete or have no remaining useful life.

        (v) Real Property Acquisitions, Dispositions and Leases. The Company
     will, and will cause each of its Subsidiaries to, refrain from acquiring or
     agreeing to acquire real estate and from entering into or agreeing to enter
     into leases of real estate or equipment, and from creating any
     modification, amendment or termination of the leases for the leased real
     property (other than entering into subleases under existing leases),
     provided that this Section 4B(v) shall not restrict any such transaction if
     made in the ordinary course of business.

        (vi) Redemptions. The Company will not redeem, repurchase or otherwise
     acquire for consideration any outstanding equity securities of the Company
     or its Subsidiaries (or securities convertible into or exchangeable for
     equity securities of such entity).

        (vii) Indebtedness. Other than (i) this Note, (ii) indebtedness of the
     Company existing on the date of this Note and set forth on Schedule
     4(B)(vii) (including, without limitation, any renewal, extension,
     refunding, reconstructing, replacement or refinancing thereof), (iii) other
     indebtedness and/or equity that by its terms is expressly subordinate (in
     form and substance satisfactory to the Payee) to this Note, and (iv)
     indebtedness to trade creditors incurred in the ordinary course of business
     (collectively, the "Permitted Indebtedness"), the Company will hereafter
     not create, incur, assume or suffer to exist, contingently or otherwise,
     any indebtedness for borrowed money. Neither the Company nor any of its
     Subsidiaries will make any loans or advances to, or assume, guarantee or
     otherwise become liable for any indebtedness of any director, officer or
     employee of the Company or any of its Subsidiaries other than in the
     ordinary course of business consistent with past practice.

        (viii) Negative Pledge. Other than with respect to the Permitted
     Indebtedness, the Company will not, and it will not permit its Subsidiaries
     to, hereafter create,

                                       7
<PAGE>

     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, materialman 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
     and other similar obligations (other than for borrowed money) entered into
     in the ordinary course of business or to secure obligations on surety or
     appeal bonds;

                (e) Ground leases in respect of real property on which
     facilities are owned or leased by the Company or any of its Subsidiaries;

                (f) Any interest or title of a lessor secured by a lessor's
     interest under any lease of real property on which facilities owned by the
     Company or any of its Subsidiaries are located;

                (g) Easements, rights-of-way, restriction, minor defects, or
     irregularities in title and other similar charges or encumbrances not
     interfering in any material respect with the ordinary conduct of the
     business of the Borrower or any of its Subsidiaries; and

                (h) Leases or subleases granted to others not interfering in any
     material respect with the business of the Company;

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

        (ix) Investments. The Company will not, and will not permit any of its
     Subsidiaries to, purchase, own, invest in or otherwise acquire, directly or
     indirectly, any stock

                                       8
<PAGE>

     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 money market funds, 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.

        (x) Transactions with Affiliates. The Company will not, and will not
     permit any of its Subsidiaries to, 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 or any of its Subsidiaries (including officers,
     directors and stockholders owning five (5%) percent or more of the
     Company's outstanding capital stock), except (i) in the ordinary course of
     and pursuant to the reasonable requirements of its business and upon fair
     and reasonable terms not less favorable than would be obtained in a
     comparable arms-length transaction with any other person or entity not
     affiliated with the Company, and where the transaction is valued at in
     excess of $250,000, with the prior written consent of the Payee or (ii) as
     set forth on Schedule 4(B)(x).

        (xi) Dividends. The Company will not, and will not permit any of its
     Subsidiaries to, declare, pay, set aside or make any cash dividends or
     distributions on its outstanding capital stock or any other securities.

        (xii) Subsidiaries. The Company will not, and will not permit any of its
     Subsidiaries to, create any subsidiaries.

        (xiii) Employee Matters. Except as permitted by written consent of the
     Payee, the Company will not, and will not permit any of its Subsidiaries
     to, make, amend or enter into any employment contract and to take any
     action to amend or terminate any employee benefit plan or adopt any other
     plan, program, arrangement or practice providing new benefits or
     compensation to its employees unless such action is taken in the ordinary
     course of business consistent with past practice or is required by law.

        (xiv) Accounting, Credit Changes and Banking Arrangements. The Company
     will not, and will not permit any of its Subsidiaries to, make any change
     in its accounting procedures and practices or its credit criteria from
     those in existence at December 31, 1999, except as required due to changes
     in GAAP; provided that the Company will, and will cause each of its
     Subsidiaries to, notify the Payee of any such changes required due to
     changes in GAAP.

        (xv) Tax Elections. Except as permitted by written consent of the Payee,
     the Company will not, and will not permit any of its Subsidiaries to, make
     any tax election that would have a material adverse effect on the Company
     or any of its Subsidiaries.

                                       9
<PAGE>

     6. Events of Default.

     A. The term "Event of Default" shall mean the occurrence of any of the
events set forth in this Section 6A:

        (i) Non-Payment of Obligations. The Company shall default in the payment
     of the principal of or accrued interest on this Note as and when the same
     shall become due and payable, whether by acceleration or otherwise, which
     default shall continue uncured for three (3) Business Days; or

        (ii) Non-Performance of Affirmative Covenants. The Company shall default
     in the due observance or performance of any covenant or agreement set forth
     in Section 5A, which default shall continue uncured for 30 days after the
     Company receives notice thereof from the Payee; or

        (iii) Non-Performance of Negative Covenants. The Company shall default
     in the due observance or performance of any covenant or agreement set forth
     in Section 5B, which default shall continue uncured for 30 days after the
     Company receives notice thereof from the Payee; or

        (iv) Breach or Failure of Representations and Warranties. If any
     representation or warranty made by the Company in this Note or any of the
     Security Documents, or in connection with the transactions contemplated
     herein, shall prove to have been false or incorrect in any material respect
     when made; or

        (v) Bankruptcy, Insolvency, Etc. The Company (or any of its
     Subsidiaries) shall:

                (a) in any legal document 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 all
     or substantially all 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 all or substantially
     all 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; or

                                       10
<PAGE>

        (vi) Cross-Default. The Company (or any Subsidiary) shall default in the
     payment when due of any amount payable under any other obligation for money
     borrowed in excess of $100,000; or

        (vii) Cross-Acceleration. Any senior debt or any other indebtedness of
     the Company (or any of its Subsidiaries) in an aggregate principal amount
     exceeding $100,000 (i) shall be duly declared to be or shall become due and
     payable prior to the stated maturity thereof, or (ii) shall not be paid as
     and when the same becomes due and payable including any applicable grace
     period; or

          (viii) Orders, Judgments or Decrees. If any order, judgment, or decree
     shall be entered in any proceeding against the Company (or any Subsidiary)
     requiring such party to divest itself of a substantial part of its or his
     assets, or awarding a money judgment or judgments against any such entity
     aggregating more than $100,000, and if, within thirty (30) days after entry
     thereof, such order, judgment or decree shall not have been discharged or
     execution thereof stayed pending appeal; or if, within thirty (30) days
     after the expiration of any such stay, such judgment, order or decree shall
     not have been discharged; or

        (ix) Invalidity of Note or Security Documents. This Note or any other
     Security Document shall for any reason cease to be, or shall be asserted by
     the Company not to be, a legal, valid and binding obligation of the
     Company, enforceable in accordance with its terms, or the security interest
     or Lien purported to be created by any of the Security Documents shall for
     any reason cease to be, or be asserted by the Company not to be, a valid,
     first priority perfected security interest in any Collateral (except to the
     extent otherwise permitted under any of the Security Documents); or

        (x) Other Breaches, Defaults. The Company shall materially default
     and/or be in material breach of any term and/or provision in the Term
     Sheet, dated June 5, 2000, relating to Commonwealth and the proposed
     private placement financing of the Company, the Bridge Warrants, the
     Security Documents or any other related documents;

          then in the case of an Event of Default described in Section 6A(v),
the unpaid balance of this Note and all interest accrued hereon shall
automatically (without any action on the part of the Payee and without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived) forthwith become due and payable, and in the case of any other
Event of Default, then, and at any time thereafter, if such or any other Event
of Default shall then be continuing, the Payee may, at its option, declare this
Note to be due and payable without presentment, demand, protest or notice of any
kind, all of which are hereby expressly waived, anything contained herein to the
contrary notwithstanding.  The Payee shall have all of the rights and remedies
of a secured party under the Uniform Commercial Code of the State of New York,
under the Uniform Commercial Code of any other state in which any Collateral may
be situated and, additionally, all of the rights and remedies set forth in this
Note and the other Security Documents and in any instrument or document referred
to herein or therein, and under any other applicable law relating to this Note
or the Collateral.

                                       11
<PAGE>

     B. Rights and Remedies Cumulative. No right or remedy herein conferred upon
the Payee is intended to be exclusive of any other right or remedy contained
herein or in any instrument or document delivered in connection with or pursuant
to this Note or the Security Documents, and every such right or remedy shall be
cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

     C. Rights and Remedies Not Waived. No course of dealing between the Company
and the Payee or any failure or delay on the part of the Payee in exercising any
rights or remedies of the Payee and no single or partial exercise of any rights
or remedies hereunder or under the Security Documents shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder.

     7. Representations of the Company. The Company represents and warrants to
the Payee as of the date hereof that:

     A. Organization. The Company and its Subsidiaries are corporations duly
organized and validly existing in good standing under the laws of the
jurisdiction in which they are incorporated, and have the requisite corporate
power and authority to own their properties and to carry on their business as
now being conducted. Each of the Company and its Subsidiaries is duly qualified
as a foreign corporation to do business and is in good standing in every
jurisdiction in which its ownership of property or the nature of the business
conducted by it makes such qualification necessary, except to the extent that
the failure to be so qualified or be in good standing would not reasonably be
expected to have a Material Adverse Effect. As used in this Note, "Material
Adverse Effect" means any material adverse effect on the business, properties,
assets, operations, results of operations or financial condition of the Company
and its Subsidiaries, taken as a whole, and on the ability of the Company to
perform its obligations under the Transaction Documents (as defined below). A
complete list of all Subsidiaries is set forth in Schedule 7A.

     B. Authorization; Enforceability. The Company has the corporate power and
authority to execute, deliver and perform its obligations under this Note, the
Bridge Warrants, and the Security Documents (collectively, the "Transaction
Documents"), and has taken all necessary corporate action to authorize the
execution, delivery and performance by it of this Note and each of the
Transaction Documents and to consummate the transactions contemplated hereby and
thereby, and no other proceedings on the part of the Company or its stockholders
are necessary therefor. The Company has duly executed and delivered this Note
and each of the Transaction Documents. This Note constitutes, and each of the
Transaction Documents when executed and delivered as contemplated hereby will
constitute, assuming due execution by the other parties to the Transaction
Documents, legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms (except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditor's rights and remedies), and, in
each case, will not be subject to preemptive rights under Delaware law or any
other similar rights of the stockholders of the Company.

                                       12
<PAGE>

     C. Capitalization. The authorized, issued and outstanding capital stock of
the Company prior to the consummation of the transactions contemplated hereby is
set forth in Schedule 7C. All of such outstanding shares have been and are, or
upon issuance will be, validly issued, fully paid and non-assessable. Except as
disclosed in Schedule 7C, (i) no shares of the Company's capital stock are
subject to preemptive rights under Delaware law or any other similar rights or
any liens or encumbrances suffered or permitted by the Company; (ii) there are
no outstanding debt securities issued by the Company; (iii) there are no
outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its Subsidiaries; (iv) there
are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under
the 1933 Act; (v) there are no outstanding securities of the Company or any of
its Subsidiaries which contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which the
Company or any of its Subsidiaries is or may become bound to redeem a security
of the Company or any of its Subsidiaries; (vi) there are no securities or
instruments containing anti-dilution or similar provisions that will be
triggered by the issuance of this Note or the Bridge Warrants (collectively, the
"Securities"); and (vii) the Company does not have any stock appreciation rights
or "phantom stock" plans or agreements or any similar plan or agreement. All
prior sales of securities of the Company were either registered under the 1933
Act and applicable state securities laws or exempt from such registration, and
no security holder has any rescission rights with respect thereto except to the
extent any such rights would not reasonably be expected to have a Material
Adverse Effect.

     D. SEC Documents; Financial Statements. Since December 31, 1999, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the Securities and Exchange Commission (the
"SEC") pursuant to the reporting requirements of the Securities Exchange act of
1934, as amended (the "1934 Act"), (all of the foregoing filed after December
31, 1999 and prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the "SEC Documents"). As of
their respective dates, the SEC Documents complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents. None of the SEC
Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements of the SEC with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles, consistently applied ("GAAP"), during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may exclude footnotes or may be condensed or

                                       13
<PAGE>

summary statements), show all material liabilities, absolute or contingent, of
the Company required to be required to be recorded thereon, and fairly present
in all material respects the financial position of the Company as of the dates
thereof and the results of its operations and cash flows for the periods
indicated (subject, in the case of unaudited statements, to normal year-end
audit adjustments). As of the date hereof, the Company meets the requirements
for the use of Form S-3 for registration of the resale of the Common Stock
issuable upon exercise of Bridge Warrants.

     E. Absence of Changes. Since December 31, 1999, there have been no material
adverse changes in the financial condition, business or properties of the
Company or of the Company and its Subsidiaries, taken as a whole, other than
changes referred to in the SEC Documents. Except as described in the SEC
Documents or as set forth in Schedule 7E, since December 31, 1999, except with
respect to matters of which the Company has notified you in writing, (i) the
Company has not incurred any liabilities or obligations, direct or contingent,
not in the ordinary course of business, or entered into any transaction not in
the ordinary course of business, which is material to the business of the
Company, (ii) there has not been any change in the capital stock of, or any
incurrence of long-term debt by, the Company, or any issuance of options,
warrants or other rights to purchase the capital stock of the Company, or any
adverse change or any development involving, so far as the Company can now
reasonably foresee, a prospective adverse change in the condition (financial or
otherwise), net worth, results of operations, business, key personnel or
properties which would be material to the business or financial condition of the
Company, and (iii) the Company has not become a party to, and neither the
business nor the property of the Company has become the subject of, any material
litigation whether or not in the ordinary course of business.

     F. Title. Except as set forth in or contemplated by Schedule 7F, the
Company has good and marketable title to all material properties and assets
owned by it, free and clear of all liens, charges, encumbrances or restrictions,
except as not prohibited by Section 4(B)(vii) hereof or such as are not
significant or important in relation to the Company's business; all of the
material leases and subleases under which the Company is the lessor or sublessor
of properties or assets or under which the Company holds properties or assets as
lessee or sublessee are in full force and effect, and the Company is not in
default in any material respect with respect to any of the terms or provisions
of any of such leases or subleases, and no material claim has been asserted by
anyone adverse to rights of the Company as lessor, sublessor, lessee or
sublessee under any of the leases or subleases mentioned above, or affecting or
questioning the right of the Company to continued possession of the leased or
subleased premises or assets under any such lease or sublease. The Company owns,
leases or licenses all such properties as are necessary to its operations as
described in the SEC Documents.

     G. Intellectual Property Rights. The Company and its Subsidiaries own or
possess adequate rights or licenses to use all trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations, trade
secrets and rights necessary to conduct their respective businesses as now
conducted. Except as set forth on Schedule 7G, none of the Company's trademarks,
trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, government
authorizations, trade secrets or other intellectual property rights has expired
or terminated, or is expected to expire or terminate within two years from the
date of this Note, except where such expiration or termination would not have
either individually or in

                                       14
<PAGE>

the aggregate a Material Adverse Effect. The Company and its Subsidiaries do not
have any knowledge of any infringement by the Company or its Subsidiaries of
trademarks, trade name rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade
secrets or other similar rights of others, or of any such development of similar
or identical trade secrets or technical information by others and, except as set
forth on Schedule 7G, no claim, action or proceeding has been made or brought
against, or to the Company's knowledge, has been threatened against, the Company
or its Subsidiaries regarding trademarks, trade name rights, patents, patent
rights, inventions, copyrights, licenses, service names, service marks, service
mark registrations, trade secrets or other infringement, except where such
infringement, claim, action or proceeding would not reasonably be expected to
have either individually or in the aggregate a Material Adverse Effect. Except
as set forth on Schedule 7G, the Company and its Subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing. The
Company and its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their intellectual properties
except where the failure to do so would not reasonably be expected to have
either individually or in the aggregate a Material Adverse Effect.

     H. Litigation. Except as set forth in or contemplated by Schedule 7H, there
is no material action, suit, investigation, customer complaint, claim or
proceeding at law or in equity by or before any court, arbitrator, governmental
instrumentality or authority or other agency now pending or, to the knowledge of
the Company, threatened against the Company, the adverse outcome of which would
be reasonably likely to have a Material Adverse Effect. The Company is not
subject to any judgment, order, writ, injunction or decree of any Federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign which have a Material Adverse
Effect.

     I. Non-Defaults; Non-Contravention; Etc. Except as disclosed in Schedule
7I, neither the execution, delivery and performance of this Note or the
Transaction Documents, and the issuance of shares of Common Stock upon exercise
of the Bridge Warrants or as Penalty Shares (as defined below), nor the
consummation by the Company of the transactions contemplated hereby and thereby
will (i) result in a violation of its certificate of incorporation and any
certificates of amendment thereto (collectively "Certificate of Incorporation")
or its by-laws ("By-laws"); (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its Subsidiaries is a party; or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and the rules and regulations of the Nasdaq
National Market on which the Common Stock is traded or listed) applicable to the
Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected, except in the cases of
foregoing clauses (ii) and (iii), any conflict, default or violation which would
not reasonably be expected to result in a Material Adverse Effect. Except as
disclosed in Schedule 7I, neither the Company nor its Subsidiaries is in
violation of any term of (i) its Certificate of Incorporation, or its By-laws or
their organizational charter or by-laws, respectively, or (ii) any statute, rule
or regulation applicable to the Company or its Subsidiaries and neither the
Company nor its Subsidiaries is in default under any contract, agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree or order, except
for such violations or defaults which would not, individually or in the
aggregate, have a Material Adverse Effect. Except such as

                                       15
<PAGE>

have been obtained as of the date hereof, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with,
any court or governmental agency or any regulatory or self-regulatory agency in
order for it to execute, deliver or perform any of its obligations under or
contemplated by this Note or the Transaction Documents in accordance with the
terms hereof or thereof. Except as disclosed on Schedule 7I, the Company is not
in violation of the listing requirements of the Nasdaq National Market as in
effect on the date hereof and has no actual knowledge of any facts which would
reasonably lead to delisting or suspension of the Common Stock by the Nasdaq
National Market in the foreseeable future.

     J. Taxes. Except as set forth in or contemplated by Schedule 7J, the
Company has filed all Federal, state, local and foreign tax returns which are
required to be filed by it or otherwise met its disclosure obligations to the
relevant agencies and all such returns are true and correct in all material
respects. The Company has paid or adequately provided for all tax liabilities of
the Company as reflected on such returns or determined to be due on such returns
or pursuant to any assessments received by it or which it is obligated to
withhold from amounts owing to any employee, creditor or third party. There are
no unpaid taxes in any material amount claimed to be due by the taxing authority
of any jurisdiction, and the officers of the Company know of no basis for any
such claim. The Company has properly accrued all taxes required to be accrued by
GAAP consistently applied. The tax returns of the Company have never been
audited by any state or Federal authorities. The Company has not waived any
statute of limitations with respect to taxes or agreed to any extension of time
with respect to any tax assessment or deficiency.

     K. Compliance With Laws; Licenses; Etc. The business of the Company and its
Subsidiaries is not being conducted in violation of any law, ordinance or
regulation of any governmental entity except for such violations the sanctions
for which either individually or in the aggregate would not reasonably be
expected to have a Material Adverse Effect, and the Company has not received
notice of any violation of or noncompliance with any Federal, state, local or
foreign, laws, ordinances, regulations and orders applicable to its business
which has not been cured, the violation of, or noncompliance with which, would
be reasonably likely to have a Material Adverse Effect. The Company has all
material licenses and permits and other governmental certificates,
authorizations and permits and approvals (collectively, "Licenses") required by
every Federal, state and local government or regulatory body for the operation
of its business as currently conducted and the use of its properties, except
where the failure to be licensed or possess a permit would not reasonably be
expected to have a Material Adverse Effect. The Licenses are in full force and
effect and to the Company's knowledge no violations currently exist in respect
of any License and no proceeding is pending or threatened to revoke or limit any
thereof.

     L. Issuances of Securities. At least 4,000,000 shares of Common Stock (the
"Warrant Shares") have been duly authorized and reserved for issuance upon
exercise of the Bridge Warrants (subject to adjustment as provided in any
Transaction Document, except to the extent the number of shares of Common Stock
issuable upon conversion or exercise of the D Preferred Shares (as defined in
the Agency Agreement), the Preferred Warrants (as defined in the Agency
Agreement), the Agency Warrants (as defined in the Agency Agreement) or the
Bridge Warrants exceed the number of authorized shares of Common Stock in the
Company's Certificate of Incorporation as a result of the respective conversion
price and exercise price reset terms of the D Preferred Shares, the Preferred
Warrants, the Agency Warrants and Bridge Warrants, in which case the Company
shall use

                                       16
<PAGE>

reasonable best efforts to seek stockholder approval of and file a certificate
of amendment with respect to its Certificate of Incorporation to increase the
numbers of authorized shares of Common Stock so that the Company may legally
issue the shares of Common Stock issuable upon conversion or exercise of the D
Preferred Shares, the Preferred Warrants, the Agency Warrants or the Bridge
Warrants following the foregoing adjustment to the respective conversion price
or exercise price). Upon exercise in accordance with the Bridge Warrants, the
Warrant Shares will be validly issued, fully paid and nonassessable, free from
all taxes, liens and charges with respect to the issuance thereof, and not
subject to preemptive rights under Delaware law or any other similar rights of
the stockholders of the Company, with the holders thereof being entitled to all
rights accorded to a holder of Common Stock. Assuming the Payee is an
"accredited investor" as such term is defined in Rule 501 of Regulation D
promulgated by the SEC, the issuance by the Company of the Securities is exempt
from registration under the 1933 Act.

     M. No Solicitation; No Integration of Offering. Neither the Company, nor
any of its Affiliates (as defined below), nor any person acting at its
direction, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D promulgated by the SEC) in
connection with the offer or sale of the Securities. Neither the Company, nor
any of its Affiliates, nor any person acting at its direction, has paid or
given, either directly or indirectly, any commission or other remuneration to
any person in connection with the sale of the Securities other than
Commonwealth. Neither the Company, nor any of its Affiliates, nor any person
acting at its direction has, directly or indirectly, made any offers or sales of
any security or solicited any offers to buy any security, under circumstances
that would require registration of any of the Securities under the 1933 Act or
cause the offering of the Securities to be integrated with prior offerings by
the Company for purposes of the 1933 Act or applicable stockholder approval
provisions under the rules and regulations of the Nasdaq National Market, nor
will the Company or any of its Affiliates take any action or steps that would
require registration of the Securities under the 1933 Act or cause the offering
of the Securities to be integrated with other offerings.

     For purposes of this Section 7M, "Affiliate" of any specified person means
any other person controlling or controlled by or under common control with such
specified person. For the purposes of this definition, "control" when used with
respect to any specified person means the power to direct the management and
policies of such person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     N. Margin Regulations. No part of the proceeds from the sale of this Note
will be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation G of the Board of Governors of the
Federal Reserve System (12 CFR 207), or for the purpose of buying or carrying or
trading in any securities under such circumstances as to involve the Company in
a violation of Regulation X of said Board (12 CFR 224) or to involve any broker
or dealer in a violation of Regulation T of said Board (12 CFR 220). The assets
of the Company and its Subsidiaries do not include any margin stock, and neither
the Company nor any Subsidiary has any present intention of acquiring any margin
stock. As used in this Section, the terms "margin stock" and "purpose of buying
or carrying" shall have the meanings assigned to them in said Regulation G.

                                       17
<PAGE>

     O. Existing Indebtedness. Schedule 7O is a complete and correct list of all
indebtedness for borrowed money of the Company and its Subsidiaries in an unpaid
principal amount exceeding $50,000, showing as to each item of such indebtedness
the obligor, the aggregate principal amount outstanding and a brief description
of any security therefor (after giving effect to the application of the proceeds
of the sale of this Note). Neither the Company nor any Subsidiary is in default
in any material respect in the performance or observance of any of the terms,
covenants or conditions contained in any instrument evidencing any such
indebtedness and no event has occurred and is continuing which, with notice or
the lapse of time or both, would become such a default.

     P. Investment Company and Holding Company Status. The Company is not an
investment company or a person directly or indirectly controlled by or acting on
behalf of an investment company within the meaning of the Investment Company Act
of 1940, as amended. Neither the Company nor any of its Subsidiaries is a
"holding company" or "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", or a "public utility", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

     Q. Solvency. The Company (taken as a whole with its Subsidiaries) is, both
before and after giving effect to the issuance of the Securities, Solvent (as
defined below). "Solvent" means, that as of the date of determination (i) the
then fair saleable value of the property of such person is (y) greater than the
total amount of liabilities (including guaranties and other contingent
liabilities) of such entity and (z) greater than the amount that will be
required to pay such entity's liability on such entity's existing debts as they
become absolute and matured, (ii) such entity does not have unreasonably small
capital for the conduct of its business, and (iii) such entity does not intend
to or believe that it will incur debts beyond its ability to pay such debts as
they mature.

     R. Title to Securities. Delivery of the Securities to the Payee against
payment therefor, shall invest in the Payee good and marketable title to the
Securities free and clear of all liens, encumbrances and claims whatsoever (with
the exception of claims arising through the acts or omissions of the purchasers
and except as arising from applicable Federal and state securities laws). The
Company is delivering the Securities having paid all taxes, if any, in respect
of the original issuance thereof.

     S. Security Interest. Except as set forth in Schedule 7S, the Security
Documents create and grant to the Payee a legal, valid and perfected first
priority security interest in the Collateral. The Collateral is not subject to
any other Lien or security interest whatsoever except as specifically stated
therein.

     T. Compliance with ERISA. No Plan had a material accumulated funding
deficiency (as such term is defined in Section 302 of ERISA or Section 412 of
the Code), whether or not waived, as of the last day of the most recent fiscal
year of such Plan heretofore ended nor, as of the Closing Date, has the Company
or any ERISA Affiliate failed to make any payments required under Section 302 of
ERISA or Section 412 of the Code to any such Plan. No material liability to the
PBGC (other than required insurance premiums, all of which have been paid) has
been incurred with respect to any Plan which has not been paid in full. There
has not been any reportable event within the meaning of ERISA and the
regulations promulgated thereunder (other than a reportable

                                       18
<PAGE>

event for which the 30-day notice requirement with respect to such event has
been waived by the PBGC) or, to the best of the Company's knowledge, any other
event or condition, which presents a material risk of termination of any such
Plan by the PBGC, or of creating any liability to the PBGC under Section 4069 of
ERISA or any other provision of ERISA. Neither any plan (within the meaning of
Section 4975(e)(1) of the Code) nor employee benefit plan (within the meaning of
Section 3(3) of ERISA) nor any trust created thereunder, nor any trustee or
administrator thereof, has engaged in a prohibited transaction (within the
meaning of Section 4975 of the Code or Section 406 of ERISA) that could subject
the Company or any Subsidiary to a material tax or penalty on prohibited
transactions imposed under said Section 4975 or Section 502(i) of ERISA.

     The Company is not a party in interest with respect to any employee benefit
plan (as defined in ERISA). The execution and delivery of this Note and the
other Transaction Documents and the issuance and sale of the Securities
hereunder will not involve any prohibited transaction described in Section
406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Code or any
prohibited transaction described in Section 406(b) of ERISA or Section
4975(c)(1)(E) or (F) of the Code to which the Company or any of its Subsidiaries
directly or indirectly, would be a party.

    U. Registration Rights. Except with respect to the holders of the Bridge
Warrants, and except as set forth in Schedule 7U, no person has any right to
cause the Company to effect the registration under the 1933 Act of any
securities of the Company.

     V. Brokers. Neither the Company nor any of its officers, directors,
employees or stockholders has employed any broker or finder in connection with
this Note financing other than Commonwealth.

     W. Right of First Refusal. No person, firm or other business entity is a
party to any agreement, contract or understanding, written or oral entitling
such party to a right of first refusal with respect to offerings by the Company.

     8. 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 its successors and permitted assigns of the Company and the Payee,
respectively, whether so express or not.

     B. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
conflicts of laws principles thereof. The parties hereto hereby agree that any
suit or proceeding arising directly and/or indirectly pursuant to or under this
instrument 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 parties hereby covenant and
irrevocably submit 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 any of them personally, or by
certified mail or registered mail upon them or their agent, return receipt
requested, with the same full force and effect as if personally served upon them
in New York City. The parties hereto waive any claim that any such jurisdiction
is not a convenient forum for any such suit or proceeding and any defense or
lack

                                       19
<PAGE>

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 in
an amount judicially determined.

     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.

     9. Penalty Shares. Notwithstanding anything to contrary provided herein or
elsewhere, in the event that the Company fails to repay the Principal Amount and
interest thereon within ninety (90) days following the date such payment is
required pursuant to the terms of this Note, whether as a result of a required
prepayment and/or the maturity of this Note (a "Payment Date"), then the Company
shall issue to the Payee on the day immediately following a Payment Date, 50,000
shares of Common Stock and on each and every thirty (30) day anniversary date
from the Payment Date that any of the Principal Amount and interest thereon has
not been repaid issue to the Payee an additional 50,000 shares of Common Stock
until all the Principal Amount and interest thereon is repaid (collectively, the
"Penalty Shares").

     10. Registration Rights. The Company and the Payee expressly agree that all
Penalty Shares issued to the Payee shall have the identical registration rights
as the shares of Common Stock issuable upon exercise of the Bridge Warrants as
provided in the Bridge Warrants and all terms of such registration rights set
forth in or relating to the Bridge Warrants are expressly incorporated by
reference into this Note.

     11. Financial Information. The Company shall provide in writing to the
Payee no later than ten (10) business days following the last day of each month
that any Principal Amount or interest thereon is outstanding, such financial
statements of the Company as prepared for senior executive management of the
Company as is requested by the Payee (in form and substance reasonably
satisfactory to the Payee).

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

                                    drkoop.com, Inc.


                                    By: /s/ Donald Hackett
                                        -------------------
                                        Name: Donald Hackett
                                        Title: CEO

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