Exhibit 4.10

      THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN
CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE
STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN
EXCHANGE FOR THIS NOTE.

                                 eCLICKMD, INC.

                            5% Senior Promissory Note

PP Note No.   4                                               December 21, 2001
            ------

      FOR VALUE RECEIVED, eClickMD, Inc., a Nevada corporation (the "Company")
with its principal executive office at 8200 Cameron Road, Suite 170, Austin,
Texas 78754, promises to pay to the order of Gryphon Opportunities Fund I, LLC
(the "Holder" or "Payee") or registered assigns the principal amount of Two
Hundred Seventeen Thousand Three Hundred and Ninety-One and 30/100 ($217,391.30)
Dollars (the "Principal Amount") on the earlier to occur of: (i) twenty four
(24) months from the date of issuance of this Note; (ii) the date of a closing
of a sale of any debt and/or equity securities of the Company and/or any of its
subsidiaries resulting in aggregate gross proceeds of not less than $3,000,000
from all sales of any such securities following the closing of the Offering (as
defined below); or (iii) a merger or combination of the Company in which the
shareholders of the Company prior to the transaction own less than a majority of
the outstanding shares of the of the surviving or combined entity after such
transaction, or the sale of all or substantially all of the assets of the
Company to one or more third parties or the purchase by a single entity or
person or group of affiliated entities or persons of more than 50% of the issued
and outstanding voting shares of the Company (the earliest of such events being
referred to herein as the "Maturity Date"); provided, however, that
notwithstanding anything to the contrary provided herein or elsewhere, the
Holder shall have the sole right in its sole discretion to extend the Maturity
Date by express written notice at any time or from time to time and this Note
shall not mature under any circumstances on, prior to or subsequent to the
Maturity Date without the express written consent of the Holder. Notwithstanding
anything to the contrary provided herewith or elsewhere nothing shall prevent
the Holder under any circumstances from converting this Note as provided and in
accordance with Section 5 hereof. The Principal Amount is payable in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.

      This Note and other identical notes in the aggregate principal amount of
up to $1,250,000 (a "Note," and collectively the "Notes") is issued to the Payee
in connection with a private placement (the "Offering"), of Notes and warrants
(the "Warrants") (the "Financing") through Gryphon Financial Services Corp.
("Gryphon"), as placement agent, pursuant to a Subscription Agreement by and
between the Company and the Payee (the "Subscription Agreement"), a copy of
which agreement is available for inspection at the Company's principal office.
Notwithstanding any provision to the contrary contained herein or elsewhere,
<PAGE>

this Note is subject and entitled to certain terms, conditions, covenants and
agreements contained in the Subscription Agreement. Any transferee of this Note,
by its acceptance hereof, assumes the obligations of the Payee in the
Subscription Agreement with respect to the conditions and procedures for
transfer of this Note. Reference to the Subscription Agreement shall in no way
impair the absolute and unconditional obligation of the Company to pay both the
Principal Amount and interest thereon as provided herein.

      Interest on this Note shall accrue on the Principal Amount outstanding
from time to time at a rate per annum computed in accordance with Section 2
hereof and shall be payable in accordance with Section 2 hereof. All payments by
the Company hereunder shall be applied first to pay any interest which is due,
but unpaid, then to reduce the Principal Amount.

      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 Payee, on demand, all costs and
expenses (including reasonable legal fees) incurred in connection with the
enforcement and collection of this Note.

      1. No Prepayment. This Note may not be prepaid, without the express
written consent of the Holder, at any time.

      2. Computation of Interest.

            A. Base Interest Rate. Subject to subsections 2B and 2C below, the
outstanding Principal Amount shall bear interest at the rate of five percent
(5%) per annum calculated on the basis of a year of three hundred sixty (360)
days.

            B. Penalty Interest. In the event this Note is not repaid on the
Maturity Date, the rate of interest applicable to the unpaid Principal Amount
shall be adjusted to thirteen percent (13%) per annum from the Conversion Date
or Maturity Date, whichever occurs first, until repayment; provided, that in no
event shall the interest rate exceed the Maximum Rate provided in Section 2C
below.

            C. Maximum Rate. In the event that it is determined that, under the
applicable 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
(collectively, the "Effective Interest Rate") 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.

                                      -2-
<PAGE>

            D. Payment of Interest. All accrued but unpaid interest on the Note
shall be payable upon the earlier to occur of (i) a Conversion Date (as defined
in Section 5C hereof and (ii) the Maturity Date. All interest payments shall be
paid in cash or in freely trading shares of Common Stock (as defined below) at
the Company's option. If an interest payment is to be paid in cash, the Company
shall make such payment no later than one (1) business day from the Conversion
Date or Maturity Date, as the case may be. If the interest is to be paid in
shares of Common Stock, such shares of Common Stock shall be delivered to the
Payee or the holder of Conversion Shares (as defined below), or per the holder's
instructions, within three (3) business days of the Conversion Date. If such
interest is paid in shares of Common Stock, then the number of shares of Common
Stock to be issued on account of the accrued interest shall be equal to the
amount of the interest owed on such date divided by the lower of (i) $1.00, and
(ii) eighty (80%) of the Fair Market Value (as defined in Section 5 below) of
the Common Stock on the Conversion Date or the Maturity Date, as the case may
be.

      3. Covenants of Company.

            A. Affirmative Covenants. The Company covenants and agrees that, so
long as this Note shall be outstanding, it will perform and each of its
Subsidiaries (as defined in the Subscription Agreement) perform the obligations
set forth in this Section 3A (the term "Company" as used in this Section 3 being
deemed to refer also to such Subsidiaries):

                  (i) Taxes and Levies. The Company will promptly pay and
discharge all material taxes, assessments, and governmental charges or levies
imposed upon the Company or upon its income and profits, or upon any of its
property, before the same shall become delinquent, as well as all claims for
labor, materials and supplies which, if unpaid, might become a lien or charge
upon such properties 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 generally accepted accounting principles ("GAAP")
with respect to any such tax, assessment, charge, levy or claim so contested;

                  (ii) Maintenance of Existence. The Company will do or cause to
be done all things reasonably necessary to preserve and keep in full force and
effect its corporate existence, rights and franchises and comply with all laws
applicable to the Company, except where the failure to comply would not have a
material adverse effect on the Company;

                  (iii) Maintenance of Property. The Company will at all times
maintain, preserve, protect and keep its property used or useful in the conduct
of its business in good repair, working order and condition, and from time to
time make all needful and proper repairs, renewals, replacements and
improvements thereto as shall be reasonably required in the conduct of its
business;

                  (iv) Books and Records. The Company will at all times keep
true and correct books, records and accounts reflecting all of its business
affairs and transactions in accordance with GAAP. Such books and records shall
be open at reasonable times and upon reasonable notice to the inspection of the
Payee or its agents;

                                      -3-
<PAGE>

                  (v) Notice of Certain Events. The Company will give prompt
written notice (with a description in reasonable detail) to the Payee of:

                        (a) the occurrence of any Event of Default or any event
                  which, with the giving of notice or the lapse of time, would
                  constitute an Event of Default; and

                        (b) the delivery of any notice to the Company effecting
                  the acceleration of any indebtedness of the Company in excess
                  of $50,000; and

            B. Negative Covenants. The Company covenants and agrees that, so
long as any Principal Amount and/or interest this Note shall be outstanding, it
will perform the obligations set forth in this Section 3B:

                  (i) Liquidation, Dissolution. The Company will not liquidate
or dissolve, consolidate with, or merge into or with, any corporation or entity,
except that any wholly-owned subsidiary may merge with another wholly-owned
subsidiary or with the Company (so long as the Company is the surviving
corporation and no Event of Default shall occur as a result thereof);

                  (ii) Sales of Assets. The Company will not sell, transfer,
lease or otherwise dispose of, or grant options, warrants or other rights with
respect to, all or a substantial part (i.e. representing 20% or more of the
Company's total assets or revenues) of its properties or assets to any person or
entity; provided that this clause (ii) shall not restrict any disposition made
in the ordinary course of business and consisting of

                        (a) capital goods which are obsolete or have no
                  remaining useful life; or

                        (b) finished goods inventories;

                  (iii) Redemptions. The Company shall not purchase or redeem
any capital stock of the Company or any indebtedness of the Company or any
Subsidiary convertible into or exchangeable for its capital stock or any option,
warrant or right to purchase any such capital stock or convertible;

                  (iv) Indebtedness. Without the express written consent of the
Holder, the Company will hereafter not create, incur, assume or suffer to exist,
contingently or otherwise, any indebtedness for borrowed money which is not
expressly subordinated in right of payment to this Note other than indebtedness
securing liens permitted by Subsection (v)(a) below and any indebtedness
outstanding as of the date of this Note and expressly disclosed on Schedule I
hereto;

                                      -4-
<PAGE>

                  (v) Negative Pledge. Without the express written consent of
the Holder, the Company will not hereafter create, incur, assume or suffer to
exist any mortgage, pledge, hypothecation, assignment, security interest,
encumbrance, lien (statutory or other), preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any
financing lease) (each, a "Lien") upon any of its property, revenues or assets,
whether now owned or hereafter acquired, 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,
                  materialmen 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 (other than for borrowed money) entered into in the
                  ordinary course of business or to secure obligations on surety
                  or appeal bonds; and

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

                  (vi) Investments. Without the express written consent of the
Holder, the Company will not purchase, own, invest in or otherwise acquire,
directly or indirectly, any stock 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 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.

                  (vii) Transactions with Affiliates. The Company will not 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 (including, but not limited to,
officers, directors and shareholders owning 3% or more of the Company's
outstanding capital stock).

                                      -5-
<PAGE>

                  (viii) Dividends. The Company will not declare or pay any cash
dividends or distributions on its outstanding capital.

                  (ix) Executive Compensation. Without the express consent of
the Company's compensation committee (which must include at least one (1)
independent director of the Company's Board of Directors or if no such committee
exists, by the approval of the Board of Directors, including all independent
directors on the Board), the Company shall not increase the compensation payable
to any current executive officer of the Company or the Guarantor without the
approval of the independent members of the Board.

      4. Events of Default.

            A. The term "Event of Default" shall mean any of the events set
forth in this Section 4A:

                  (i) Non-Payment of Obligations. The Company shall default in
the payment of the Principal Amount or accrued interest on this Note as and when
the same shall become due and payable, whether by acceleration or otherwise.

                  (ii) Non-Performance of Affirmative Covenants. The Company
shall default in the due observance or performance of any covenant set forth in
Section 3A, which default shall continue uncured for five (5) days.

                  (iii) Non-Performance of Negative Covenants. The Company shall
default in the due observance or performance of any covenant set forth in
Section 3B.

                  (iv) Bankruptcy, Insolvency, etc. The Company shall:

                        (a) 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 any 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 any part 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

                                      -6-
<PAGE>

                        (e) take any corporate or other action authorizing, or
                  in furtherance of, any of the foregoing.

                  (v) Cross-Default. Any indebtedness of the Company, other than
due the holders of the Notes (the "Holders"), in an aggregate principal amount
exceeding $50,000 shall be duly declared to be or shall become due and payable
prior to the stated maturity thereof.

            B. Action if Bankruptcy. If any Event of Default described in
clauses (iv)(a) through (d) of Section 4A shall occur, the outstanding Principal
Amount and all other obligations under this Note shall automatically be and
become immediately due and payable, without notice or demand.

            C. Action if Other Event of Default. If any Event of Default (other
than any Event of Default described in clauses (iv)(a) through (d) of Section
4A) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Payee may, upon notice to the Company, declare all or any
portion of the outstanding Principal Amount, together with interest accrued on
this Note, to be due and payable and any or all other obligations hereunder to
be due and payable, whereupon the full unpaid Principal Amount hereof, such
accrued interest and any and all other such obligations which shall be so
declared due and payable shall be and become immediately due and payable,
without further notice, demand, or presentment.

      5. Conversion.

            A. Holder's Conversion Right. At any time and from time to time,
upon the earliest to occur of (i) the date of any public announcement of any
merger or combination of the Company in which the shareholders of the Company
prior to the transaction own less than a majority of the outstanding shares of
the surviving or combined entity after such transaction, or the sale of all or
substantially all of the assets of the Company to one or more third parties or
the purchase by a single entity or person or group of affiliated entities or
persons of more than 50% of the issued and outstanding voting shares of the
Company, (ii) the failure to file a registration statement (the "Registration
Statement") by the Filing Deadline (as defined in the Registration Agreement, as
defined below) , (iii) five (5) business days prior to the effective date of the
Registration Statement covered in Section 2.2 of the Registration Agreement, and
(iv) March 1, 2002, any holder this Note(s) shall be entitled to convert any
portion of the Principal Amount into fully paid and non-assessable shares of
common stock, par value $.001 per share (the "Common Stock"), in accordance with
this Section 5(a) and Sections 5(b) and Section 5(c). The Company shall not
issue any fraction of a share of Common Stock upon any conversion. All shares of
Common Stock (including fractions thereof) issuable upon conversion of the Notes
by a holder thereof shall be aggregated for purposes of determining whether the
conversion would result in the issuance of a fraction of a share of Common
Stock. If, after the aforementioned aggregation, the issuance would result in
the issuance of a fraction of a share of Common Stock, the Company shall, in
lieu of issuing such fractional share, pay to the holder the fair value thereof
in cash. The Company shall pay any and all taxes that may be payable with
respect to the issuance and delivery of Common Stock upon conversion of Notes
unless such taxes result from the issuance of Common Stock upon conversion to a
person other than the holder of Notes.

                                      -7-
<PAGE>

            B. Conversion Price. Subject to anti-dilution adjustment as provided
in Section 5(d), the "Conversion Price" of the outstanding Principal Amount of
the Notes shall be equal to the lower of (i) $1.00, and (ii) eighty percent
(80%) of the Fair Market Value (as defined in Section 5D (vi)(e) below) of the
Common Stock. The Principal Amount and interest thereon so elected by the Holder
to be converted (the "Converted Amount"), will convert into that number of
shares of Common Stock determined by dividing the Converted Amount by the
Conversion Price, as adjusted at the time of conversion.

            C. Mechanics of Conversion. To convert the Note into shares of
Common Stock on any date (a "Conversion Date"), the holder thereof shall (i)
transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59
p.m., New York time on such date, a copy of an executed notice of conversion in
the form attached hereto as Exhibit I (the "Conversion Notice") to the Company,
and (ii) surrender to a common carrier for delivery to the Company within three
(3) business days of such date the original Note(s) being converted (or an
indemnification undertaking with respect to such Note(s) in the case of their
loss, theft or destruction); provided, however, notwithstanding anything to the
contrary provided herein or elsewhere, the Holder in its sole option and in its
sole discretion shall have the absolute right to instead of submitting the
original Note to the Company as provided above upon a conversion of the Note,
not submit the Note to the Company upon a conversion and have the Company reduce
the Principal Amount being converted on the Company's books and records in the
amount as expressly provided in the Conversion Notice, which shall have the same
effect as if the Holder submitted the original Note. On or before the third (3rd
) business day following the date of receipt of a Conversion Notice (the "Share
Delivery Date"), the Company shall (x) issue and deliver to the address as
specified in the Conversion Notice, a certificate, registered in the name of the
holder or its designee, for the number of shares of Common Stock to which the
holder shall be entitled, or (y) provided that the Company's transfer agent (the
"Transfer Agent") is participating in The Depository Trust Company ("DTC") Fast
Automated Securities Transfer Program, upon the request of the holder, credit
such aggregate number of shares of Common Stock to which the holder shall be
entitled to the holder's or its designee's balance account with DTC through its
Deposit Withdrawal Agent Commission system. If the Principal Amount represented
by the Note(s) submitted for conversion pursuant to Section 5C (ii) is greater
than the Converted Amount, and the Holder has elected to submit the original
Note to the Company then the Company shall, as soon as practicable and in no
event later than three (3) business days after receipt of the Notes (the "Note
Delivery Date") and at its own expense, issue and deliver to the holder a new
Note representing the Principal Amount not converted. The person or persons
entitled to receive the shares of Common Stock issuable upon a conversion of
Note(s) shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on the Conversion Date.

            D. Anti-Dilution Provisions. The Conversion Price in effect at any
time and the number and kind of securities issuable upon conversion of the Notes
shall be subject to adjustment from time to time upon the happening of certain
events as follows:

                  (i) Adjustment for Stock Splits and Combinations. If the
Company at any time or from time to time on or after the date of any issuance of
any Notes (the "Original Issuance Date"), effects a subdivision of the
outstanding Common Stock, the Conversion Price then in effect immediately before
that subdivision shall be proportionately decreased, and conversely, if the

                                      -8-
<PAGE>

Company at any time or from time to time on or after the Original Issuance Date
combines the outstanding shares of Common Stock into a smaller number of shares,
the Conversion Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this subsection (i) shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

                  (ii) Adjustment for Certain Dividends and Distributions. If
the Company at any time or from time to time on or after the Original Issuance
Date makes, or fixes a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price then in effect shall be decreased as of the time of such issuance or, in
the event such record date is fixed, as of the close of business on such record
date, by multiplying the Conversion Price then in effect by a fraction (1) the
numerator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date and (2) the denominator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Conversion Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion Price shall
be adjusted pursuant to this subsection (ii) as of the time of actual payment of
such dividends or distributions.

                  (iii) Adjustments for Other Dividends and Distributions. In
the event the Company at any time or from time to time on or after the Original
Issuance Date makes, or fixes a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
securities of the Company other than shares of Common Stock, then and in each
such event provision shall be made so that the holders of the Notes shall
receive upon conversion thereof, in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Company which they
would have received had their Notes been converted into Common Stock on the date
of such event and had they thereafter, during the period from the date of such
event to and including the conversion date, retained such securities receivable
by them as aforesaid during such period, subject to all other adjustments called
for during such period under this subsection (e) with respect to the rights of
the holders of the Notes

                  (iv) Adjustment for Reclassification, Exchange and
Substitution. In the event that at any time or from time to time on or after the
Original Issuance Date, the Common Stock issuable upon the conversion of the
Notes is changed into the same or a different number of shares of any class or
classes of stock, whether by recapitalization, reclassification or otherwise
(other than a subdivision or combination of shares or stock dividend or a
reorganization, merger, consolidation or sale of assets, provided for elsewhere
in this subsection (e)), then and in any such event each holder of the Notes
shall have the right thereafter to convert such stock into the kind and amount
of stock and other securities and property receivable upon such
recapitalization, reclassification or other change, by holders of the maximum
number of shares of Common Stock into which Notes could have been converted
immediately prior to such recapitalization, reclassification or change, all
subject to further adjustment as provided herein.

                                      -9-
<PAGE>

                  (v) Reorganizations, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time on or after the Original Issuance
Date there is a capital reorganization of the Common Stock (other than a
recapitalization, subdivision, combination, reclassification or exchange of
shares provided for elsewhere in this subsection (e)) or a merger or
consolidation of the Company with or into another corporation, or the sale of
all or substantially all of the Company's properties and assets to any other
person, then, as a part of such reorganization, merger, consolidation or sale,
provision shall be made so that the holders of the Notes shall thereafter be
entitled to receive upon conversion of the Notes the number of shares of stock
or other securities or property to which a holder of the number of shares of
Common Stock deliverable upon conversion would have been entitled on such
capital reorganization, merger, consolidation, or sale. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this subsection (e) with respect to the rights of the holders of the Notes after
the reorganization, merger, consolidation or sale to the end that the provisions
of this subsection (e) (including adjustment of the Conversion Price then in
effect and the number of shares issuable upon conversion of the Notes) shall be
applicable after that event and be as nearly equivalent as may be practicable.

                  (vi)  Sale of Shares Below Conversion Price.

                        (a) If at any time or from time to time following the
Original Issuance Date, the Company issues or sells, or is deemed by the express
provisions of this subsection 5D(vi) to have issued or sold, Additional Shares
of Common Stock (as hereinafter defined), other than as a dividend or other
distribution on any class of stock and other than upon a subdivision or
combination of shares of Common Stock, in either case as provided in this
Section 5D, for an Effective Price (as hereinafter defined) less than the then
existing Conversion Price, then and in each such case (1) the then existing
Conversion Price shall be reduced such that it is equal to the lowest Effective
Price (as hereinafter defined) at which any Additional Shares of Common Stock
are issued, and (2) the number of shares of Common Stock issuable upon
conversion of this Note(s) shall be increased to a number determined by
multiplying the number of shares of Common Stock that would have been issued had
this Note(s) been converted immediately prior to the applicable Conversion Price
reduction here under by a fraction, the numerator of which shall be the
Conversion Price in effect immediately prior to the applicable Conversion Price
reduction hereunder and the denominator of which shall be the Conversion Price
as so reduced. Such adjustments shall occur automatically and be effective as of
the opening of business on the date of such issue or sale.

                        (b) For the purpose of making any adjustment required
under this subsection 5D(vi), the consideration received by the Company for any
issue or sale of securities shall (i) to the extent it consists of cash be
computed at the amount of cash received by the Company, (ii) to the extent it
consists of property other than cash, be computed at the fair value of that
property as determined in good faith by the independent members of the board of
directors of the Company (the "Board"), (iii) if Additional Shares of Common
Stock, Convertible Securities (as hereinafter defined) or rights or options to
purchase either Additional Shares of Common Stock or Convertible Securities are
issued or sold together with other stock or securities or other assets of the

                                      -10-
<PAGE>

Company for a consideration which covers both, be computed as the portion of the
consideration so received that may be reasonably determined in good faith by the
Board to be allocable to such Additional Shares of Common Stock, Convertible
Securities or rights or options, and (iv) be computed after reduction for all
expenses payable by the Company in connection with such issue or sale.

                        (c) For the purpose of the adjustment required under
this subsection 5D(vi), if the Company issues or sells any rights, warrants or
options for the purchase of, or stock or other securities convertible into or
exchangeable for, Additional Shares of Common Stock (such convertible or
exchangeable stock or securities being hereinafter referred to as "Convertible
Securities") and if the Effective Price of such Additional Shares of Common
Stock is less than the Conversion Price then in effect, then in each case the
Company shall be deemed to have issued at the time of the issuance of such
rights, warrants or options or Convertible Securities the maximum number of
Additional Shares of Common Stock issuable upon exercise, conversion or exchange
thereof and to have received as consideration for the issuance of such shares an
amount equal to the total amount of the consideration, if any, received by the
Company for the issuance of such rights, warrants or options or Convertible
Securities, plus, in the case of such rights, warrants or options, the minimum
amounts of consideration, if any, payable to the Company upon the exercise of
such rights, warrants or options, plus, in the case of Convertible Securities,
the minimum amounts of consideration, if any, payable to the Company (other than
by cancellation of liabilities or obligations evidenced by such Convertible
Securities) upon the conversion or exchange thereof. No further adjustment of
the Conversion Price, adjusted upon the issuance of such rights, warrants,
options or Convertible Securities, shall be made as a result of the actual
issuance of Additional Shares of Common Stock on the exercise of any such
rights, warrants or options or the conversion or exchange of any such
Convertible Securities.

                        (d) For the purpose of the adjustment required under
this subsection 5D(vi), if the Company issues or sells, or is deemed by the
express provisions of this subsection to have issued or sold, any rights or
options for the purchase of Convertible Securities and if the Effective Price of
the Additional Shares of Common Stock underlying such Convertible Securities is
less than the Conversion Price then in effect, then in each such case the
Company shall be deemed to have issued at the time of the issuance of such
rights or options the maximum number of Additional Shares of Common Stock
issuable upon conversion or exchange of the total amount of Convertible
Securities covered by such rights or options and to have received as
consideration for the issuance of such Additional Shares of Common Stock an
amount equal to the amount of consideration, if any, received by the Company for
the issuance of such rights, warrants or options, plus the minimum amounts of
consideration, if any, payable to the Company upon the exercise of such rights,
warrants or options, plus the minimum amount of consideration, if any, payable
to the Company (other than by cancellation of liabilities or obligations
evidenced by such Convertible Securities) upon the conversion or exchange of
such Convertible Securities. No further adjustment of the Conversion Price,
adjusted upon the issuance of such rights, warrants or options, shall be made as
a result of the actual issuance of the Convertible Securities upon the exercise
of such rights, warrants or options or upon the actual issuance of Additional
Shares of Common Stock upon the conversion or exchange of such Convertible
Securities.

                                      -11-
<PAGE>

                        (e) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued by the Company on or after the Original Issuance
Date, whether or not subsequently reacquired or retired by the Company, other
than (i) shares of Common Stock issuable upon conversion of the Notes (sometimes
hereinafter referred to as the "Conversion Shares"), (ii) shares of Common Stock
issuable upon exercise of the Warrants, (iii) shares of Common Stock issuable
upon exercise of warrants, options and convertible securities outstanding as of
the Original Issuance Date (provided that the terms of such warrants, options
and convertible securities are not modified after the Original Issuance Date to
adjust the exercise price), (iv) shares of Common Stock and/or Warrants issued
to Gryphon, (v) shares of Common Stock issued pursuant to any event for which
adjustment is made to the Conversion Price under Section 5D hereof or to the
exercise price under the anti-dilution provisions of the Warrants, (vi) shares
of Common Stock issued upon conversion of promissory notes outstanding as of the
date hereof, provided that the conversion and terms thereof of any such
promissory notes is approved by the express prior written consent of the Holder,
and (vii) shares of Common Stock sold in a private placement resulting in
aggregate gross proceeds to the Company of no less than $1,000,000 through a
NASD Member Firm or a recognized institutional investor and provided that in
such private placement no securities are issued by the Company with any
adjustable, reset or similar conversion and/or exercise price features. The
"Effective Price" of Additional Shares of Common Stock shall mean the quotient
determined by dividing the total number of Additional Shares of Common Stock
issued or sold, or deemed to have been issued or sold by the Company under this
subsection (vi), into the aggregate consideration received, or deemed to have
been received, by the Company for such issue under this subsection (vi), for
such Additional Shares of Common Stock. "Other Securities" with respect to an
issue or sale of Additional Shares of Common Stock shall mean Convertible
Securities other than the Preferred Shares, and the Warrants; "the number of
shares of Common Stock underlying Other Securities" on a particular date shall
mean the number of shares of Common Stock issuable upon the exercise, conversion
or exchange, as the case may be, of such Other Securities at the close of
business on such date. "Fair Market Value" shall mean as of any date (i) if the
shares of the Common Stock are listed on a national securities exchange, the
average closing bid prices as reported for composite transactions during the
five (5) consecutive trading days immediately prior to a Conversion Date; (ii)
if shares of the Common Stock are not so listed but are traded on the NASDAQ
National Market ("NNM"), the average of the closing prices as reported on the
NNM during the five (5) consecutive trading days immediately prior to the
Conversion Date; or if applicable, the Nasdaq SmallCap Market ("NSCM"), or if
not then included for quotation on the NNM or the NSCM, the closing bid price as
reported by the NASD OTC Bulletin Board or the National Quotation Bureau, as the
case may be, or (iii) if the shares of the Common Stock are not then publicly
traded, the fair market price, not less than book value thereof, of the Common
Stock as determined in good faith by the independent members of the Board.

                        (f) Other than a reduction pursuant to its applicable
anti-dilution provisions, any reduction in the conversion price of any
Convertible Security, whether outstanding on the Original Issuance Date or
thereafter, or the price of any option, warrant or right to purchase Common
Stock or any Convertible Security (whether such option, warrant or right is
outstanding on the Original Issuance Date or thereafter), to an Effective Price
less than either the then Fair Market Value or the current Conversion Price,
shall be deemed to be an issuance of such Convertible Security and all such
options, warrants or rights at such Effective Price, and the provisions of
Sections 5(vi)(c), (d) and (e) shall apply thereto mutatis mutandis.

                                      -12-
<PAGE>

                  (vii) No Adjustments in Certain Circumstances. No adjustment
in the Conversion Price shall be required unless such adjustment would require
an increase or decrease of at least one ($0.01) cent in such price; provided,
however, that any adjustments which by reason of this subsection (vii) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment required to be made hereunder. All calculations under this
subsection 5(d)(vii) shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.

            E. No Impairment. The Company will not directly and/or indirectly
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company but will at all times in good faith assist
in the carrying out of all the provisions of this Section 5 and in the taking of
all such action as may be necessary or appropriate in order to protect the
conversion rights of the holders of the Preferred Shares against impairment.

            F. Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section 5,
the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the holder of
this Note(s) a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
The Company shall, upon the written request at any time of the holder of this
Note(s), furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) Conversion Price at
the time in effect, and (iii) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon the
conversion of the this Note(s).

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

            H. Liquidated Damages. Following the first day that a registration
statement covering the shares of Common Stock issuable upon conversion of this
Note is declared effective by Securities and Exchange Commission (the "SEC"), in
the event stock certificates for unlegended, unrestricted shares of Common Stock
are not delivered per the written instructions as provided in this Section 5 of
the then holder of this Note on or before the Share Delivery Date for any reason
or no reason, then in such event the Company shall pay to the then holder of

                                      -13-
<PAGE>

this Note a cash payment equal to five (5%) of the Principal Amount being
converted per each day after the Share Delivery Date that the Common Stock is
not delivered. The Company acknowledges that its failure to deliver the Common
Stock no later than the Share Delivery Date will cause the holder of this Note
to suffer damages in an amount that will be difficult to ascertain. Accordingly,
the parties agree that it is appropriate to include in this Note a provision for
liquidated damages. The parties acknowledge and agree that the liquidated
damages provision set forth in this section represents the parties' good faith
effort to qualify such damages and, as such, agree that the form and amount of
such liquidated damages are reasonable and will not constitute a penalty. The
payment of liquid damages shall not relieve the Company from its obligations to
deliver the Common Stock pursuant to the terms of this Note. The Company shall
make any payments incurred under this Section 5H in immediately available funds
no later than within two (2) business days from the Share Delivery Date that the
shares of Common Stock were to be delivered by. Nothing herein shall limit the
Holder's right to pursue actual damages.

            I. Limitation on Conversion. Except to allow the conversion and sale
of the Conversion Shares in a merger, combination or similar transaction, or
upon a liquidation or distribution of assets of the Company or similar
transaction, in no event shall the Payee be entitled to convert, any Principal
Amount in excess of that amount upon conversion of which the sum of (1) the
number of shares of Common Stock beneficially owned by the Payee or the holder
of Conversion Shares and its affiliates (other than shares of Common Stock which
may be deemed beneficially owned through the ownership of the unconverted
portion of this Note, and (2) the number of shares of Common stock issuable upon
the conversion of this Note with respect to which the determination of this
provision is being made, would result in beneficial ownership by the Holder and
its affiliates of more than 9.99% of the outstanding shares of Common Stock of
the Company (after taking into account the shares to be issued to the Payee or
the holder of Conversion Shares upon such conversion). For purposes of this
provision to the immediately preceding sentence, beneficial ownership shall be
determined by the Holder based upon and in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder,
except as otherwise provided in clause (1) of such provision.

      6. Assumption and Provision Upon Organic Change. Prior to the consummation
of any Organic Change (as defined below), the Company shall make appropriate
provision to ensure that the holder of this Note(s) will thereafter have the
right to acquire and receive in lieu of or in addition to (as the case may be)
the shares of Common Stock immediately theretofore acquirable and receivable
upon the conversion of such shares of stock, securities or assets that would
have been issued or payable in such Organic Change with respect to or in
exchange for the number of shares of Common Stock which would have been
acquirable and receivable upon conversion of this Note(s) into Common Stock
immediately prior to such Organic Change. The following shall constitute an
"Organic Change:" any recapitalization, reorganization, reclassification,
consolidation or merger, sale of all or substantially all of the Company's
assets to another Person or other transaction which is effected in such a way
that holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock.

      7. Reservation of Authorized Shares. The Company shall, so long as any
Principal Amount or interest on this Note(s) is outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the conversion of this
Note(s), 300% of such number of shares of Common Stock as shall from time to
time be sufficient to effect the conversion of this Note(s).

                                      -14-
<PAGE>

      8. Registration Rights Agreement. The Payee and the holder of the
Conversion Shares are entitled to have the Conversion Shares registered under
the 1933 Act in accordance with the Investor Registration Rights Agreement
entered into by the Company in connection with the Offering (the "Registration
Agreement") and to such remedies for breaches of, or default under the
Registration Agreement as are provided in Section 9 hereof.

      9. Remedies for Breaches of Certain Registration Rights.

            A. As partial relief for a Registration Statement Default, and for
the damages to the Payee and the holder of Conversion Shares by reason of any
such delay in or reduction of its ability to sell the Conversion Shares (which
remedy shall not be exclusive of any other remedies available at law or in
equity) (i) the then Conversion Price shall be reduced by five (5%) percent for
each aggregate thirty (30) day period (or pro rated amount thereof for partial
thirty (30) day periods) that (A) the Registration Statement is not filed with
the SEC by the Filing Deadline (B) the Registration Statement is not declared
effective by the SEC following the Effectiveness Deadline and/or (C) after the
Registration Statement is declared effective by the SEC, each Registration
Statement is not available for the sale of at least all of the Conversion Shares
required to be included in such Registration Statement and (ii) the number of
Conversion Shares shall be increased to a number determined by multiplying the
number of applicable Conversion Shares purchasable immediately prior to the
applicable Conversion Price reduction hereunder by a fraction, the numerator of
which shall be the Conversion Price in effect prior to the applicable Conversion
Price reduction hereunder and the denominator of which shall be the Conversion
Price as so reduced. Capitalized terms used in this Section 9A but not defined
herein shall have the meanings given such terms in the Registration Agreement.

            B. In the event of any Rule 144 Default by the Company, then, as
partial relief for damages to any Holder by reason of any delay or inability to
sell the Registrable Securities (which remedy shall not be exclusive of any
other remedies available at law or in equity), (i) the then Conversion Price as
set forth herein shall be reduced by five (5%) percent for each aggregate thirty
(30) day period (or pro rated amounts thereof for partial thirty (30) day
periods) that the Payee and holder of Conversion Shares, and (ii) the number of
Conversion Shares shall be increased to a number determined by multiplying the
number of applicable Conversion Shares purchasable immediately prior to the
applicable conversion Price reduction hereunder by a fraction, the numerator of
which shall be the Conversion Price in effect prior to the applicable Conversion
Price reduction hereunder and the denominator of which shall be the Conversion
Price as so reduced. Capitalized terms used in this Section 9B but not defined
herein shall have the meanings given such terms in the Registration Agreement.

      10. Amendments and Waivers.

            A. The provisions of this Note may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to in writing by the Company, Gryphon and holders owning no less than
50.1% of the then outstanding Principal Amount; provided, however, that no such
amendment, modification or waiver which would (i) modify this Section 10A, (ii)
extend the Maturity Date for more than one additional year, or (iii) reduce the
Principal Amount payable hereunder shall be made without the consent of the
holder of each Note so affected.

                                      -15-
<PAGE>

            B. No failure or delay on the part of the Payee in exercising any
power or right under this Note shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. No notice
to or demand on the Company in any case shall entitle it to any notice or demand
in similar or other circumstances. No waiver or approval by the Payee shall,
except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

            C. To the extent that the Company makes a payment or payments to the
Payee, and such payment or payments or any part thereof are subsequently for any
reason invalidated, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, state or federal law,
common law or equitable cause, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all rights
and remedies therefor, shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not
occurred.

            D. After any waiver, amendment or supplement under this Section 9
becomes effective, the Company shall mail to the Holders a copy thereof.

      11. 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 the successors and permitted assigns of the Company and the Payee,
respectively, whether so expressed or not.

            B. Governing Law, Etc. This Agreement shall be governed by and
construed solely in accordance with the internal laws of the State of New York
with respect to contracts made and to be fully performed therein, without regard
to the conflicts of laws principles thereof. The parties hereto hereby expressly
and irrevocably agree that any suit or proceeding arising under this Agreement
or the consummation of the transactions contemplated hereby, shall be brought
solely in a federal or state court located in the City, County and State of New
York. By its execution hereof, Company hereby expressly and irrevocably submits
to the in personam jurisdiction of the federal and state courts located in the
City, County and State of New York and agrees that any process in any such
action may be served upon it personally, or by certified mail or registered mail
upon Company or such agent, return receipt requested, with the same full force
and effect as if personally served upon Company in New York City. The parties
hereto expressly and irrevocably each waive any claim that any such jurisdiction
is not a convenient forum for any such suit or proceeding and any defense or
lack of in personam jurisdiction with respect thereto. In the event of any such
action or proceeding, the party prevailing therein shall be entitled to payment
from the other party hereto of its reasonable counsel fees and disbursements.

                                      -16-
<PAGE>

            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.

                 [Remainder of page intentionally left blank]



                                      -17-
<PAGE>

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

                                    eCLICKMD, INC.


                                    By:   /s/ Marion R. Rice
                                          ------------------------------
                                          Name: Marion R. Rice
                                          Title: CEO and Chairman


                                      -18-