EXHIBIT A

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER EITHER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE BLUE SKY LAWS,
AND IS SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THIS NOTE MAY NOT BE SOLD,
OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
UNDER THE ACT, AND THE APPLICABLE BLUE SKY LAWS OR AN EXEMPTION THEREFROM.


                             LIFERATE SYSTEMS, INC.
                          CONVERTIBLE SUBORDINATED NOTE

$2,250,000                                                        MARCH 28, 1997
(PRINCIPAL AMOUNT)                                               (DATE OF ISSUE)

         FOR VALUE RECEIVED, LifeRate Systems, Inc., a corporation organized
under the laws of the State of Minnesota (the "COMPANY"), promises to pay to The
Atlanta Cardiology Group, P.C., a professional corporation organized under the
laws of the State of Georgia (the "HOLDER"), the principal amount of Two Million
Two Hundred Fifty Thousand U.S. Dollars ($2,250,000) on April 1, 2002, except to
the extent any portion of the principal amount of this Note is earlier converted
into Common Stock, no par value, of the Company ("COMMON STOCK") as provided in
Section 2, upon presentation and surrender of this Note. Interest shall accrue
on the outstanding principal amount of this Note from the date hereof at the
rate of 10% per annum, and shall be payable (i) at the rate of 5% per annum, on
such unpaid or unconverted principal amount, on each July 1, October 1, January
1 and April 1 hereafter, and (ii) the remaining accrued portion of interest
shall be payable on April 1, 2002; provided, however, that upon the conversion
of any portion of the principal amount hereof into Common Stock, all accrued
interest on such converted principal amount shall also be converted into Common
Stock. Interest shall be computed on the basis of a 365-day year commencing as
of the date of issue. This Note is the Note referred to in the Agreement, of
even date herewith, between the Company and the Holder (the "AGREEMENT"). This
Note may be prepaid at any time, in whole, without penalty, upon 90 days written
notice to the Holder; provided, however, that, in the event the Company gives
notice to the Holder of a proposed prepayment and the Holder thereafter
exercises its right to demand registration of the Conversion Shares (as defined
below) under the terms of Section 9.1 of the Agreement, then such prepayment
shall be delayed for up to an additional 120 days after the Company receives the
demand for registration under Section 9.1 of the Agreement in order to permit
such registration statement to become effective.

1. SUBORDINATION.

         (a) SENIOR DEBT. This Note is unsecured in all respects. The Company
         covenants and agrees, and the Holder by acceptance agrees, that this
         Note is hereby expressly subordinated, to the extent and in the manner
         hereinafter set forth, to the prior payment of all amounts due and
         payable pursuant to indebtedness of the Company outstanding on the date
         hereof or hereafter created, incurred, assumed or guaranteed by the
         Company in connection with any working capital line from a bank
         incurred in the ordinary course of business (collectively, "SENIOR
         DEBT"), unless the instrument under which such debt is created,
         incurred, assumed or guaranteed expressly provides that such debt is
         not senior or superior in right of payment to this Note. No payment
         shall be made on this Note unless all amounts then due and payable on
         all Senior Debt have been paid in full or, if at the time of such
         payment, there shall have occurred and be continuing any event of
         default with respect to any Senior Debt permitting the holders thereof
         to accelerate the maturity of such indebtedness. However, even if no
         payment may be made hereunder because there exists an event of default
         with respect to Senior Debt, an Event of Default hereunder shall still
         be deemed to have occurred for purpose of any other remedies which the
         Holder may have. The Company shall be obligated to pay the amounts due
         pursuant to this Note when due, provided that the Company has paid all
         amounts then due and payable with respect to all Senior Debt and there
         is no continuing default with respect to any Senior Debt. Upon the
         maturity of such Senior Debt, including by acceleration or otherwise,
         or any distribution of the assets of the Company upon dissolution,
         winding up, liquidation or reorganization of the Company, the holders
         of such Senior Debt shall be entitled to receive payment in full before
         the Holder is entitled to receive any payment. In the event of any
         payment is made to the Holder in violation of this Section 1(a), the
         payment made to the Holder shall be immediately paid over to the
         holders of such Senior Debt.

         (b) RIGHT OF SUBROGATION. Following the final and indefeasible payment
         in full in cash of all obligations under, relating to or in respect of
         Senior Debt, the Holder shall be subrogated to the rights of the
         holders of Senior Debt to receive payments or distributions of assets
         made on such Senior Debt until the Note shall be paid in full; and for
         the purposes of such subrogation, (i) no payments or distributions to
         the holders of such Senior Debt of any cash, property or securities to
         which the Holder would be entitled except for the provisions of this
         Section 1(b), and no payment over pursuant to the provisions of this
         Section 1(b) to the holders of such Senior Debt by the Holder, shall,
         as among the Company, its creditors other than the holders of such
         Senior Debt and the Holder, be deemed to be a payment by the Company to
         or on account of such Senior Debt, and (ii) the Holder shall, in
         addition to all rights with respect to the unpaid portion of the Note,
         succeed to the rights of the holders of Senior Debt to the extent of
         such payments and distributions, it being understood that the
         provisions of this Section 1(b) are solely for the purpose of defining
         the relative rights of the holders of such Senior Debt, on the one
         hand, and the Holder, on the other hand.

         (c) NO IMPAIRMENT OF RIGHTS AND OBLIGATIONS. Nothing contained in this
         Section 1 (i) is intended to or shall impair, as between the Company
         and the Holder, the obligations of the Company, which are absolute and
         unconditional, to pay to the Holder all obligations under, relating to
         or in respect of this Note as and when the same shall become due and
         payable in accordance with its terms, or (ii) is intended to or shall
         affect the relative rights of the Holder, on the one hand, and the
         creditors of the Company other than the holders of Senior Debt, on the
         other hand.

2. CONVERSION RIGHT. At the option of the Holder, a maximum of $2,000,000 of the
principal amount of this Note, together with all accrued interest on such amount
to the date of conversion, shall be convertible, at the office of the Company
(or at such other office or offices, if any, as the Board of Directors may
designate), into fully paid and nonassessable shares (calculated as to each
conversion to the nearest 1/100th of a share) of Common Stock of the Company, at
the Conversion Price (as defined below). The price at which shares of Common
Stock shall be delivered upon conversion of this Note (the "CONVERSION PRICE")
shall be $3.60 per share; provided, however, that such initial Conversion Price
shall be subject to adjustment from time to time in certain instances as
hereinafter provided in this Section 2. The following provisions shall govern
such right of conversion:

         (a) CONVERSION MECHANICS. In order to convert this Note into shares of
         Common Stock of the Company, the Holder shall surrender at the
         Company's offices the certificate or certificates therefor, duly
         endorsed to the Company or in blank, and give written notice to the
         Company at such office that the Holder elects to convert this Note. The
         principal amount of this Note, together with all accrued interest
         hereon, shall be deemed to have been converted immediately prior to the
         close of business on the day of the surrender of this Note for
         conversion as herein provided, and the Holder shall be treated for all
         purposes as the record holder of such shares of Common Stock at such
         time. As promptly as practicable on or after the conversion date, but
         no later than ten (10) business days after the conversion date, the
         Company shall issue and deliver or cause to be issued and delivered to
         the Holder a certificate or certificates for the number of shares of
         Common Stock of the Company issuable upon such conversion.

         (b) ANTI-DILUTION PROVISIONS; ADJUSTMENT OF CONVERSION PRICE.

                  (i) Except as provided in this Section 2, if and whenever the
                  Company shall issue or sell any shares of its Common Stock for
                  a consideration per share less than the Conversion Price then,
                  forthwith upon such issue or sale, the Conversion Price shall
                  be reduced to the price (calculated to the nearest cent)
                  determined by dividing (x) an amount equal to the sum of (1)
                  the number of shares of Common Stock outstanding immediately
                  prior to such issue or sale multiplied by the then existing
                  Conversion Price and (2) the consideration, if any, received
                  by the Company upon such issue or sale, by (y) an amount equal
                  to the sum of (1) the number of shares of Common Stock
                  outstanding immediately prior to such issue or sale and (2)
                  the number of shares of Common Stock thus issued or sold.
                  Solely for purposes of (x)(1) and (y)(1) above, the term
                  "Common Stock outstanding" shall include those shares of
                  Common Stock issuable upon conversion of this Note.

                  (ii) Notwithstanding any other provisions of this Section 2,
                  the Conversion Price shall not be adjusted in the case of
                  issuance by the Company of (A) shares of Common Stock issued
                  upon exercise of any warrants or options to purchase Common
                  Stock outstanding on the date hereof as listed on Schedule 1
                  hereto, (B) options to purchase shares of Common Stock of the
                  Company (including shares of Common Stock issued upon the
                  exercise thereof) granted or to be granted pursuant to the
                  Company's 1993 Stock Option Plan, as such plan is in effect on
                  the date hereof or as may be amended by the Board of
                  Directors, (C) shares of Common Stock issued upon conversion
                  of this Note, (D) shares of Common Stock issued in the
                  Company's private placement which is contemplated to be
                  commenced within 60 days hereafter and is expected to raise
                  approximately $5,000,000 or (E) up to 555,000 shares issuable
                  to Anthony P. Furnary, M.D. (or APF, LLC) under a certain
                  warrant to be issued by the Company on or about the date
                  hereof.

                  (iii) No adjustment of the Conversion Price, however, shall be
                  made in an amount less than 1% of the Conversion Price in
                  effect on the date of such adjustment, but any such lesser
                  adjustment shall be carried forward and shall be made at the
                  time and together with the next subsequent adjustment which,
                  together with any such adjustment so carried forward, shall be
                  an amount equal to or greater than 1% of the Conversion Price
                  then in effect.

                  (iv) For the purposes of this Section 2, the following
                  provisions (1) to (4), inclusive, shall also be applicable:

                           (1) In case at any time the Company shall grant
                           (whether directly or by assumption in a merger or
                           otherwise) any rights to subscribe for or to
                           purchase, or any options for the purchase of, (a)
                           Common Stock or (b) any obligations or any shares of
                           stock or other securities of the Company which are
                           convertible into, or exchangeable for, Common Stock
                           (any of such obligations or shares of stock or other
                           securities being hereinafter called "Convertible
                           Securities") whether or not such rights or options or
                           the right to convert or exchange any such Convertible
                           Securities are immediately exercisable, and the price
                           per share for which Common Stock is issuable upon the
                           exercise of such rights or options or upon conversion
                           or exchange of such Convertible Securities
                           (determined by dividing (x) the total amount, if any,
                           received or receivable by the Company as
                           consideration for the granting of such rights or
                           options, plus the minimum aggregate amount of
                           additional consideration payable to the Company upon
                           the exercise of such rights or options, plus, in the
                           case of such Convertible Securities, the minimum
                           aggregate amount of additional consideration, if any,
                           payable upon the issue of such Convertible Securities
                           and upon the conversion or exchange thereof, by (y)
                           the total maximum number of shares of Common Stock
                           issuable upon the exercise of such rights or options
                           or upon the conversion or exchange of all such
                           Convertible Securities issuable upon the exercise of
                           such rights or options) shall be less than the
                           Anti-dilution Trigger Price, then the total maximum
                           number of shares of Common Stock issuable upon the
                           exercise of such rights or options or upon conversion
                           or exchange of the total maximum amount of such
                           Convertible Securities issuable upon the exercise of
                           such rights or options shall (as of the date of
                           granting of such rights or options) be deemed to have
                           been issued for such price per share. Except as
                           provided in Section 2(e) below, no further
                           adjustments of the Conversion Price shall be made
                           upon the actual issue of such Common Stock or of such
                           Convertible Securities upon exercise of such rights
                           or options or upon the actual issue of such Common
                           Stock upon conversion or exchange of such Convertible
                           Securities.

                           (2) In case the Company shall issue or sell (whether
                           directly or by assumption in a merger or otherwise)
                           any Convertible Securities, whether or not the rights
                           to exchange or convert thereunder are immediately
                           exercisable, and the price per share for which Common
                           Stock is issuable upon such conversion or exchange
                           (determined by dividing (x) the total amount received
                           or receivable by the Company as consideration for the
                           issue or sale of such Convertible Securities, plus
                           the minimum aggregate amount of additional
                           consideration, if any, payable to the Company upon
                           the conversion or exchange thereof, by (y) the total
                           maximum number of shares of Common Stock issuable
                           upon the conversion or exchange of all such
                           Convertible Securities) shall be less than the
                           Anti-dilution Trigger Price, then the total maximum
                           number of shares of Common Stock issuable upon
                           conversion or exchange of all such Convertible
                           Securities shall (as of the date of the issue or sale
                           of such Convertible Securities) be deemed to be
                           outstanding and to have been issued for such price
                           per share, provided that (a) except as provided in
                           Section 2(e) below, no further adjustments of the
                           Conversion Price shall be made upon the actual issue
                           of such Common Stock upon conversion or exchange of
                           such Convertible Securities, and (b) if any such
                           issue or sale of such Convertible Securities is made
                           upon exercise of any rights to subscribe for or to
                           purchase or any option to purchase any such
                           Convertible Securities for which adjustments of the
                           Conversion Price have been or are to be made pursuant
                           to other provisions of this Section 2(b), no further
                           adjustment of the Conversion Price shall be made by
                           reason of such issue or sale.

                           (3) In case any shares of Common Stock or Convertible
                           Securities or any rights or options to purchase any
                           such Common Stock or Convertible Securities shall be
                           issued or sold for cash, the consideration received
                           therefor shall be deemed to be the amount received by
                           the Company therefor, without deducting therefrom any
                           expenses incurred or any underwriting commissions or
                           concessions paid or allowed by the Company in
                           connection therewith. In case any shares of Common
                           Stock or Convertible Securities or any rights or
                           options to purchase any such Common Stock or
                           Convertible Securities shall be issued or sold for a
                           consideration other than cash, the amount of the
                           consideration other than cash received by the Company
                           shall be deemed to be the fair value of such
                           consideration as determined by the Board of Directors
                           of the Company, without deducting therefrom any
                           expenses incurred or any underwriting commissions or
                           concessions paid or allowed by the Company in
                           connection therewith. In case any shares of Common
                           Stock or Convertible Securities or any rights or
                           options to purchase such Common Stock or Convertible
                           Securities shall be issued in connection with any
                           merger or consolidation in which the Company is the
                           surviving corporation, the amount of consideration
                           therefor shall be deemed to be the fair value as
                           determined by the Board of Directors of the Company
                           of such portion of the assets and business of the
                           non-surviving corporation or corporations as such
                           Board shall determine to be attributable to such
                           Common Stock, Convertible Securities, rights or
                           options, as the case may be. In the event of any
                           consolidation or merger of the Company in which the
                           Company is not the surviving corporation or in the
                           event of any sale of all or substantially all of the
                           assets of the Company for stock or other securities
                           of any other corporation, the Company shall be deemed
                           to have issued a number of shares of its Common Stock
                           for stock or securities of the other corporation
                           computed on the basis of the actual exchange ratio on
                           which the transaction was predicated and for a
                           consideration equal to the fair market value on the
                           date of such transaction of such stock or securities
                           of the other corporation, and if any such calculation
                           results in adjustment of the Conversion Price, the
                           determination of the number of shares of Common Stock
                           issuable upon conversion immediately prior to such
                           merger, conversion or sale, for purposes of Section
                           2(f) below, shall be made after giving effect to such
                           adjustment of the Conversion Price.

                           (4) In case the Company shall take a record of the
                           holders of its Common Stock for the purpose of
                           entitling them (a) to receive a dividend or other
                           distribution payable in Common Stock or in
                           Convertible Securities, or in any rights or options
                           to purchase any Common Stock or Convertible
                           Securities, or (b) to subscribe for or purchase
                           Common Stock or Convertible Securities, then the date
                           of such record shall be deemed to be the date of the
                           issue or sale of the shares of Common Stock deemed to
                           have been issued or sold upon the declaration of such
                           dividend or the making of such other distribution or
                           the date of the granting of such rights of
                           subscription or purchase, as the case may be.

         (c) In case the Company shall (i) declare a dividend upon the Common
         Stock payable in Common Stock (other than a dividend declared to effect
         a subdivision of the outstanding shares of Common Stock, as described
         in Section 2(d) below) or Convertible Securities, or in any rights or
         options to purchase any Common Stock or Convertible Securities, or (ii)
         declare any other dividend or make any other distribution upon the
         Common Stock payable otherwise than out of earnings or earned surplus,
         then thereafter the Holder upon the conversion hereof will be entitled
         to receive the number of shares of Common Stock into which this Note
         would have been converted, and, in addition and without payment
         therefor, each dividend described in clause (i) above and each dividend
         or distribution described in clause (ii) above which such holder would
         have received by way of dividends or distributions if continuously
         since the Holder became the record holder of this Note the Holder (x)
         had been the record holder of the number of shares of Common Stock then
         received, and (y) had retained all dividends or distributions in stock
         or securities (including Common Stock or Convertible Securities, or in
         any rights or options to purchase any Common Stock or Convertible
         Securities) payable in respect of such Common Stock or in respect of
         any stock or securities paid as dividends or distributions and
         originating directly or indirectly from such Common Stock. For the
         purposes of the foregoing a dividend or distribution other than in cash
         shall be considered payable out of earnings or earned surplus only to
         the extent that such earnings or surplus are charged an amount equal to
         the fair value of such dividend or distribution as determined by the
         Board of Directors of the Company.

         (d) In case the Company shall at any time subdivide its outstanding
         shares of Common Stock into a greater number of shares, the Conversion
         Price in effect immediately prior to such subdivision shall be
         proportionately reduced, and conversely, in case the outstanding shares
         of Common Stock of the Company shall be combined into a smaller number
         of shares, the Conversion Price in effect immediately prior to such
         combination shall be proportionately increased.

         (e) If (i) the purchase price provided for in any right or option
         referred to in clause (1) of Section 2(b)(iv), or (ii) the additional
         consideration, if any, payable upon the conversion or exchange of
         Convertible Securities referred to in clause (1) or clause (2) of
         Section 2(b)(iv), or (iii) the rate at which any Convertible Securities
         referred to in clause (1) or clause (2) of Section 2(b)(iv) are
         convertible into or exchangeable for Common Stock, shall change at any
         time (other than under or by reason of provisions designed to protect
         against dilution), the Conversion Price then in effect hereunder shall
         forthwith be increased or decreased to such Conversion Price as would
         have obtained had the adjustments made upon the issuance of such
         rights, options or Convertible Securities been made upon the basis of
         (a) the issuance of the number of shares of Common Stock theretofore
         actually delivered upon the exercise of such options or rights or upon
         the conversion or exchange of such Convertible Securities, and the
         total consideration received therefor, and (b) the issuance at the time
         of such change of any such options, rights, or Convertible Securities
         then still outstanding for the consideration, if any, received by the
         Company therefor and to be received on the basis of such changed price;
         and on the expiration of any such option or right or the termination of
         any such right to convert or exchange such Convertible Securities, the
         Conversion Price then in effect hereunder shall forthwith be increased
         to such Conversion Price as would have obtained had the adjustments
         made upon the issuance of such rights or options or Convertible
         Securities been made upon the basis of the issuance of the shares of
         Common Stock theretofore actually delivered (and the total
         consideration received therefor) upon the exercise of such rights or
         options or upon the conversion or exchange of such Convertible
         Securities. If the purchase price provided for in any right or option
         referred to in clause (1) of Section 2(b)(iv), or the rate at which any
         Convertible Securities referred to in clause (1) or clause (2) of
         Section 2(b)(iv) are convertible into or exchangeable for Common Stock,
         shall decrease at any time under or by reason of provisions with
         respect thereto designed to protect against dilution, then in case of
         the delivery of Common Stock upon the exercise of any such right or
         option or upon conversion or exchange of any such Convertible Security,
         the Conversion Price then in effect hereunder shall forthwith be
         decreased to such Conversion Price as would have obtained had the
         adjustments made upon the issuance of such right, option or Convertible
         Security been made upon the basis of the issuance of (and the total
         consideration received for) the shares of Common Stock delivered as
         aforesaid.

         (f) If any capital reorganization or reclassification of the capital
         stock of the Company, or consolidation or merger of the Company with
         another corporation, or the sale of all or substantially all of its
         assets to another corporation shall be effected in such a way that
         holders of Common Stock shall be entitled to receive stock, securities
         or assets with respect to or in exchange for Common Stock, then, as a
         condition of such reorganization, reclassification, consolidation,
         merger or sale, lawful and adequate provision shall be made whereby the
         Holder of this Note shall thereafter have the right to receive upon the
         basis and upon the terms and conditions specified herein and in lieu of
         the shares of the Common Stock of the Company immediately theretofore
         receivable upon the conversion of this Note, such shares of stock,
         securities or assets as may be issued or payable with respect to or in
         exchange for a number of outstanding shares of such Common Stock equal
         to the number of shares of such stock immediately theretofore
         receivable upon the conversion of this Note had such reorganization,
         reclassification, consolidation, merger or sale not taken place, plus
         all dividends unpaid and accumulated or accrued thereon to the date of
         such reorganization, reclassification, consolidation, merger or sale,
         and in any such case appropriate provision shall be made with respect
         to the rights and interests of the Holder of this Note to the end that
         the provisions hereof (including without limitation provisions for
         adjustments of the Conversion Price and of the number of shares
         receivable upon the conversion of the this Note) shall thereafter be
         applicable, as nearly as may be in relation to any shares of stock,
         securities or assets thereafter receivable upon the conversion of this
         Note. The Company shall not effect any such consolidation, merger or
         sale, unless prior to the consummation thereof the successor
         corporation (if other than the Company) resulting from such
         consolidation or merger or the corporation purchasing such assets shall
         assume by written instrument executed and mailed to the Holder of this
         Note, at the last addresses of such holders appearing on the books of
         the Company, the obligation to deliver to the Holder such shares of
         stock, securities or assets as, in accordance with the foregoing
         provisions, the Holder may be entitled to receive.

         (g) Upon any adjustment of the Conversion Price, then and in each case
         the Company shall give written notice thereof, by first-class mail,
         postage prepaid, addressed to the Holder of this Note, which shall
         state the Conversion Price resulting from such adjustment and the
         increase or decrease, if any, in the number of shares receivable at
         such price upon the conversion of this Note, setting forth in
         reasonable detail the method of calculation and the facts upon which
         such calculation is based, and which notice shall be certified by a
         nationally recognized firm of independent auditors (which may be the
         Company's independent auditors).

         (h) In case at any time:

                  (i) the Company shall declare any cash dividend on its Common
                  Stock;

                  (ii) the Company shall pay any dividend payable in stock upon
                  its Common Stock or make any distribution (other than regular
                  cash dividends) to the holders of its Common Stock;

                  (iii) the Company shall offer for subscription pro rata to
                  the holders of its Common Stock any additional shares of stock
                  of any class or other rights;

                  (iv) there shall be any capital reorganization, or
                  reclassification of the capital stock of the Company, or
                  consolidation or merger of the Company with, or sales of all
                  or substantially all of its assets to, another corporation; or

                  (v) there shall be a voluntary or  involuntary  dissolution,
                  liquidation or winding up of the Company;

                  then, in any one or more of said cases, the Company shall give
         written notice, by first-class mail, postage prepaid, addressed to the
         Holder at the addresses of such holders as shown on the books of the
         Company, of the date on which (a) the books of the Company shall close
         or a record shall be taken for such dividend, distribution or
         subscription rights, or (b) such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding up
         shall take place, as the case may be. Such notice shall also specify
         the date as of which the holders of Common Stock of record shall
         participate in such dividend, distribution or subscription rights, or
         shall be entitled to exchange their Common Stock for securities or
         other property deliverable upon such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation, or winding up,
         as the case may be. Such written notice shall be given at least twenty
         (20) days prior to the action in question and not less than twenty (20)
         days prior to the record date or the date on which the Company's
         transfer books are closed in respect thereto.

         (i) If any event occurs as to which in the opinion of the Board of
         Directors of the Company the other provisions of this Section 2(i) are
         not strictly applicable or if strictly applicable would not fairly
         protect the rights of the Holder in accordance with the essential
         intent and principles of such provisions, then the Board of Directors
         shall make an adjustment in the application of such provisions, in
         accordance with such essential intent and principles, so as to protect
         such rights as aforesaid.

         (j) As used in this Section 2 the term "Common Stock" shall mean and
         include the Company's presently authorized Common Stock and shall also
         include any capital stock of any class of the Company hereafter
         authorized which shall not be limited to a fixed sum or percentage in
         respect of the rights of the holders thereof to participate in
         dividends or in the distribution of assets upon the voluntary or
         involuntary liquidation, dissolution or winding up of the Company;
         provided that the shares receivable pursuant to conversion of this Note
         shall include shares designated as Common Stock of the Company as of
         the date of issuance of this Note, or, in case of any reclassification
         of the outstanding shares thereof, the stock, securities or assets
         provided for in Section 2(f) above.

         (k) No fractional shares of Common Stock shall be issued upon
         conversion pursuant to this Section 2, but, instead of any fraction of
         a share which would otherwise be issuable, the Company shall pay a cash
         adjustment in respect of such fraction in an amount equal to the same
         fraction of the market price per share of Common Stock as of the close
         of business on the day of conversion. "Market price" shall mean if the
         Common Stock is traded on a securities exchange or the NASDAQ National
         Market, the closing price of the Common Stock on such exchange or the
         NASDAQ National Market, or, if the Common Stock is otherwise traded in
         the over-the-counter market, the closing bid price, in each case
         averaged over a period of twenty (20) consecutive business days prior
         to the date as of which "market price" is being determined. If at any
         time the Common Stock is not traded on an exchange or the NASDAQ
         National Market, or otherwise traded in the over-the-counter market,
         the "market price" shall be deemed to be the higher of (i) the book
         value thereof as determined by any firm of independent public
         accountants of recognized standing selected by the Board of Directors
         of the Company as of the last day of any month ending within sixty (60)
         days preceding the date as of which the determination is to be made, or
         (ii) the fair value thereof determined in good faith by the Board of
         Directors of the Company as of a date which is within fifteen (15) days
         of the date as of which the determination is to be made.

3. RESTRICTIONS ON TRANSFERABILITY. This Note shall be a "restricted security"
as defined in the rules under the Securities Act of 1933, as amended (the
"ACT"). This Note may be transferred only in accordance with (i) applicable law,
and only on the same basis as a restricted security would be transferable
thereunder, (ii) any transfer restrictions applicable to shares of the Company's
capital stock generally, and (iii) the conditions set forth in this Section. The
Holder, by acceptance hereof, agrees to give written notice to the Company at
least ten (10) days before transferring this Note, of such Holder's intent to do
so, describing briefly the manner of the proposed transfer. Promptly upon
receiving such written notice, the Company shall present copies thereof to
counsel for the Company. If, in the opinion of counsel for the Company, the
proposed transfer or conversion may be effected without violation of the
applicable federal and state securities laws, such holder shall be entitled to
transfer this Note in the manner contemplated in the above-referenced notice to
the Company; provided, that an appropriate legend may be endorsed on this Note
respecting restrictions on transfer thereof necessary or advisable in the
opinion of counsel and satisfactory in form and substance to the Company to
prevent further transfers that would be in violation of the securities laws or
adversely affect the exemptions relied upon by the Company. To such effect, the
Company may request that the intended transferee execute an investment and
representation letter satisfactory in form and substance to the Company. Upon
transfer of this Note, the transferee, by acceptance of this Note, agrees to be
bound by the provisions, terms, conditions and limitations of this Note and the
investment and representation letter, if any, required by the Company. If (i) no
opinion of counsel referred to in this Section 3 has been provided to the
Company, or (ii) in the opinion of such counsel the proposed transfer,
conversion or disposition of this Note described in the holder's written notice
given pursuant to this Section 3 may not be effected without registration or
without adversely affecting the exemptions relied upon by the Company or without
violating the terms of this Section 3, the Holder will restrict transfer,
conversion or disposition of this Note accordingly.

4. REPLACEMENT OF NOTE. Upon receipt of evidence satisfactory to the Company of
the loss, theft, destruction or mutilation of this Note and in the case of any
such loss, theft or destruction, upon delivery of a bond of indemnity
satisfactory to the Company if requested by the Company, or in the case of any
such mutilation, upon surrender and cancellation of such Note, the Company shall
issue a new Note identical in form to the lost, stolen, destroyed or mutilated
Note.

5. EVENTS OF DEFAULT. Each of the following events shall be an Event of Default
("EVENT OF DEFAULT") for purposes of this Note:

         (a) PAYMENT OF INTEREST DEFAULT. The Company fails to pay when due any
         installment of interest on this Note within thirty (30) days of the due
         date;

         (b) PAYMENT OF PRINCIPAL DEFAULT. The Company fails to pay any
         principal within five (5) days of when due;

         (c) NOTE TERMS. The Company defaults in the due and punctual
         performance or observance of any material terms contained in this Note
         (other than payment defaults which are covered by subparagraphs (a) and
         (b) above), and such default continues for a period of thirty (30) days
         after receipt of the notice to the Company from the Holder specifying
         in reasonable detail the default to be cured, except that any such
         default by the Company will not result in an Event of Default hereunder
         if waived by the Holder;

         (d) REPRESENTATIONS. If any representation or warranty made by or on
         behalf of the Company in this Note or in any certificate, report or
         other instrument delivered under or pursuant to any term hereof or
         thereof shall prove to have been untrue or incorrect in any material
         respect as of the date of this Note or if any report, certificate,
         financial statement or financial schedule or other instrument prepared
         or purported to be prepared by the Company or any executive officer of
         the Company furnished or delivered under or pursuant to this Note after
         the date hereof shall prove to be untrue or incorrect in any material
         respect as of the date it was made, furnished or delivered, and in any
         such case the untrue statement remains unremedied for a period of
         thirty (30) days after written notice is given to the Company by ACG;

         (e) INSOLVENCY MATTERS. The Company makes an assignment for the benefit
         of creditors, or admits in writing its inability to pay its debts as
         they become due, or files a voluntary petition in bankruptcy, or is
         adjudicated a bankrupt or insolvent, or files any petition or answer
         seeking for itself an reorganization arrangement composition
         readjustment, liquidation, dissolution or similar relief under any
         present or future statute, law or regulation, or files any answer
         admitting the material allegations of a petition filed against the
         Company for any such relief, or seeks or consents to or acquiesces in
         the appointment of any trustee, receiver or liquidator of the Company
         or all or any substantial part of the properties of the Company; or

         (f) DEFAULT ON CONVERSION. The Company shall fail to deliver the
         appropriate number of shares of Common Stock upon conversion of this
         Note by the Holder.

6. REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default, the Holder
shall have the option to declare the principal amount hereof and all accrued but
unpaid interest thereon, to be immediately due and payable upon written notice
to the Company.

7. AFFIRMATIVE COVENANTS. The Company agrees that until this Note is paid in
full, or converted, the Company will:

         (a) CORPORATE EXISTENCE. Preserve and keep in full force and effect its
         corporate existence, rights (charter and statutory) and franchises;

         (b) FINANCIAL STATEMENTS. Deliver to the Holder hereof:

                  (i) as soon as practicable, but in any event within fifty (50)
                  days after the close of each fiscal quarter, unaudited balance
                  sheets of the Company of the end of such fiscal quarter,
                  together with the related statements of operations and cash
                  flow for such fiscal quarter, and in comparative form figures
                  for the corresponding fiscal quarter of the previous fiscal
                  year, subject to year-end adjustments;

                  (ii) as soon as practicable, but in any event within ninety
                  five (95) days after the end of each fiscal year, an audited
                  balance sheet of the Company, as of the end of such fiscal
                  year, together with the related statements of operations,
                  stockholders' equity and cash flow for such fiscal year,
                  setting forth in comparative form figures for the previous
                  fiscal year; and

                  (iii) promptly upon transmission thereof, copies of all
                  publicly available reports, proxy statements, registration
                  statements and notifications filed by it with the Securities
                  and Exchange Commission or furnished to stockholders of the
                  Company or to any securities exchange.

8. NEGATIVE COVENANT. The Company agrees that until this Note is paid in full,
or converted, the Company will not create or assume, or permit to exist, any
mortgage, lien or encumbrance on, pledge of, or other security interest
("Liens") in any intellectual property (including, without limitation, patents,
trademarks, copyrights, trade secrets, proprietary information and rights,
technology and know-how) of the Company; provided, however, that the provisions
of this Section 8 shall not prevent or restrict the creation, assumption or
existence of any of the following:

                  (i) Liens for taxes not yet due or which are being actively
                  contested in good faith by appropriate proceedings and for
                  which adequate reserves have been established;

                  (ii) Liens existing on such property at the time of its
                  acquisition, provided that (1) no such Lien shall extend to or
                  cover any other property of the Company, and (2) the principal
                  amount of the indebtedness secured by any such Lien shall not
                  exceed the lesser of the fair market value or the cost of the
                  property so held or acquired at the time of acquisition; and

                  (iii) other Liens incidental to the conduct of the Company's
                  business or the ownership of its intellectual property which
                  were not incurred in connection with the borrowing of money or
                  the obtaining of advances or credit, and which do not in the
                  aggregate materially detract from the value of its
                  intellectual property or materially impair the use thereof in
                  the operation of its business.

9. GENERAL.

         (a) MODIFICATION AND WAIVER. No purported amendment, modification or
         waiver of any provision hereof shall be binding unless set forth in a
         written document signed by the Company and the Holder (in the case of
         amendments or modifications) or by the party to be charged thereby (in
         the case of waivers). Any waiver shall be limited to the provision
         hereof in the circumstances or events specifically made subject
         thereto, and shall not be deemed a waiver of any other term hereof or
         of the same circumstance or event upon any reoccurrence thereof.

         (b) NOTICES. All notices, requests, consents and other communications
         required or permitted hereunder shall be in writing and shall be deemed
         to have been given, when received, if personally delivered or delivered
         by telex, telegram or telecopy, or five (5) days after depositing in
         the U.S. Mail for delivery by first class mail, postage prepaid and
         addressed as provided below:


                  If to the Holder: The Atlanta Cardiology Group, P.C.
                                    5665 Peachtree
                                    Dunwoody Road N.E.
                                    Atlanta, GA  30342
                                    Attention:  President

                                    or at such other address as Holder may 
                                    specify by written  notice to the Company,
                                    or

                 If to the Company: LifeRate Systems, Inc.
                                    7210 Metro Boulevard
                                    Edina, MN  55439
                                    Attention:  President

                                    or at such other  address as the Company may
                                    specify by written  notice to the Holder.

         (c) SUCCESSORS AND ASSIGNS. All the terms and provisions of this Note
         shall be binding upon and inure to the benefit of and be enforceable by
         the respective successors and assigns of the Company and the Holder;
         provided, however, that the Holder may assign all, but not less than
         all, of its interest in this Note upon the prior written consent of the
         Company, which consent shall not be unreasonably withheld; provided
         further that, subject to compliance with the provisions of Section 3,
         the Holder may assign all of its rights in the Note to a newly created
         entity the majority of whose shareholders or equity holders are current
         shareholders of the Holder.

         (d) APPLICABLE LAW. The laws of the State of Minnesota shall govern the
         validity of this Note, the construction of its terms and the
         interpretation of the rights and duties of the Company and the Holder

         (e) WAIVER OF DEMAND PRESENTMENT AND NOTICE OF DISHONOR. The
         undersigned hereby waives demand, presentment, protest, notice of
         protest and notice of dishonor.

         (f) PAYMENT. Upon payment in full or conversion of this Note, or
         conversion, together with payment (or conversion) of any accrued but
         yet unpaid interest hereon, this Note will terminate and be of no
         further force or effect.


         IN WITNESS WHEREOF, the Company has caused this Note to be signed by
its duly authorized officer as of the Date of Issue.

                                      LIFERATE SYSTEMS, INC.


                                      By:____________________________________
                                      Its:   Chief Executive Officer