NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	
              Principal
      Amount: $68,750.00

            	
              Issue
      Date: March ___, 2009    

            
	
              Purchase
      Price: $62,500.00

            	 
      


    

    


    CONVERTIBLE PROMISSORY
NOTE

    


    FOR VALUE
RECEIVED, MEDICAL ALARM CONCEPTS HOLDING, INC., a Nevada corporation
(hereinafter called “Borrower”), hereby promises to pay to WHALEHAVEN CAPITAL
FUND LIMITED, 560 Sylvan Avenue, Englewood Cliffs, NJ 07632, Fax: (201) 586-0258
(the “Holder”) or order, without demand, the sum of Sixty Eight Thousand Seven
Hundred and Fifty Dollars ($68,750.00) (“Principal Amount”) on April __, 2010,
which is 13 months after the Issue Date, (the “Maturity Date”), if
not sooner paid.

    


    The
Principal Amount of this Note represents a 10% original issue discount (the
“OID”) and this Note does not bear any additional interest.

    


    This Note
has been entered into pursuant to the terms of a subscription agreement between
the Borrower and the Holder dated at or about the date hereof (the
“Subscription Agreement”), and shall be governed by the terms of such
Subscription Agreement.  Unless otherwise separately defined herein,
all capitalized terms used in this Note shall have the same meaning as is set
forth in the Subscription Agreement.  The following terms shall apply
to this Note:

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    1.1           Payment
Grace Period.  The Borrower shall have a
five (5) day grace period to pay any monetary amounts due under this Note, after
which grace period a default interest rate of fourteen percent (14%) per
annum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	
              Principal
      Amount: $96,250.00

            	
              Issue
      Date: March ___, 2009    

            
	
              Purchase
      Price: $87,500.00

            	 
      


    

    


    CONVERTIBLE PROMISSORY
NOTE

     

    FOR VALUE
RECEIVED, MEDICAL ALARM CONCEPTS HOLDING, INC., a Nevada corporation
(hereinafter called “Borrower”), hereby promises to pay to TRUK OPPORTUNITY FUND
LLC, c/o Ram Capital Resources LLC, One East 52nd Street,
6th
Floor, New York, NY 10022, Fax: (212) 888-0334 (the “Holder”) or order, without
demand, the sum of Ninety-Six Thousand Two Hundred and Fifty Dollars
($96,250.00) (“Principal Amount”) on April __, 2010, which is 13 months after
the Issue Date, (the
“Maturity Date”), if not sooner paid.

    


    The
Principal Amount of this Note represents a 10% original issue discount (the
“OID”) and this Note does not bear any additional interest.

    


    This Note
has been entered into pursuant to the terms of a subscription agreement between
the Borrower and the Holder dated at or about the date hereof (the “Subscription
Agreement”), and shall be governed by the terms of such Subscription
Agreement.  Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement.  The following terms shall apply to
this Note:

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    1.1           Payment
Grace Period.  The Borrower shall have a
five (5) day grace period to pay any monetary amounts due under this Note, after
which grace period a default interest rate of fourteen percent (14%) per
annum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	
              Principal
      Amount: $96,250.00

            	
              Issue
      Date: March ___, 2009    

            
	
              Purchase
      Price: $87,500.00

            	 
      


    

     

    CONVERTIBLE PROMISSORY
NOTE

     

    FOR VALUE
RECEIVED, MEDICAL ALARM CONCEPTS HOLDING, INC., a Nevada corporation
(hereinafter called “Borrower”), hereby promises to pay to TRUK INTERNATIONAL
FUND LP, c/o Ram Capital Resources LLC, One East 52nd Street,
6th
Floor, New York, NY 10022, Fax: (212) 888-0334 (the “Holder”) or order, without
demand, the sum of Ninety-Six Thousand Two Hundred and Fifty Dollars
($96,250.00) (“Principal Amount”) on April __, 2010, which is 13 months after
the Issue Date, (the
“Maturity Date”), if not sooner paid.

    


    The
Principal Amount of this Note represents a 10% original issue discount (the
“OID”) and this Note does not bear any additional interest.

    


    This Note
has been entered into pursuant to the terms of a subscription agreement between
the Borrower and the Holder dated at or about the date hereof (the “Subscription
Agreement”), and shall be governed by the terms of such Subscription
Agreement.  Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement.  The following terms shall apply to
this Note:

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    1.1           Payment
Grace Period.  The Borrower shall have a
five (5) day grace period to pay any monetary amounts due under this Note, after
which grace period a default interest rate of fourteen percent (14%) per
annum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	
              Principal
      Amount: $68,750.00

            	
              Issue
      Date: March ___, 2009    

            
	
              Purchase
      Price: $62,500.00

            	 
      


    

    


    CONVERTIBLE PROMISSORY
NOTE

     

    FOR VALUE
RECEIVED, MEDICAL ALARM CONCEPTS HOLDING, INC., a Nevada corporation
(hereinafter called “Borrower”), hereby promises to pay to MELECHDAVID INC., 50
South Point Drive, #1705N, Miami Beach, FL 33139 (the “Holder”) or order,
without demand, the sum of Sixty Eight Thousand Seven Hundred and Fifty Dollars
($68,750.00) (“Principal Amount”) on April __, 2010, which is 13 months after
the Issue Date, (the
“Maturity Date”), if not sooner paid.

    


    The
Principal Amount of this Note represents a 10% original issue discount (the
“OID”) and this Note does not bear any additional interest.

    


    This Note
has been entered into pursuant to the terms of a subscription agreement between
the Borrower and the Holder dated at or about the date hereof (the “Subscription
Agreement”), and shall be governed by the terms of such Subscription
Agreement.  Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement.  The following terms shall apply to
this Note:

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    1.1           Payment
Grace Period.  The Borrower shall have a
five (5) day grace period to pay any monetary amounts due under this Note, after
which grace period a default interest rate of fourteen percent (14%) per
annum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	
              Principal
      Amount: $68,750.00

            	
              Issue
      Date: March ___, 2009    

            
	
              Purchase
      Price: $62,500.00

            	 
      


    

     

    CONVERTIBLE PROMISSORY
NOTE

     

    FOR VALUE
RECEIVED, MEDICAL ALARM CONCEPTS HOLDING, INC., a Nevada corporation
(hereinafter called “Borrower”), hereby promises to pay to EXPANDING EQUITIES
SA, c/o Perreard, De Boccard, Kohler, Ador & Partners, 44 Avenue Krieg, P.O.
Box 45, 1211 Geneva, 17, Switzerland, Fax: 011-41-22-839-1100 (the “Holder”) or
order, without demand, the sum of Sixty Eight Thousand Seven Hundred and Fifty
Dollars ($68,750.00) (“Principal Amount”) on April __, 2010, which is 13 months
after the Issue Date,
(the “Maturity Date”), if not sooner paid.

    


    The
Principal Amount of this Note represents a 10% original issue discount (the
“OID”) and this Note does not bear any additional interest.

    


    This Note
has been entered into pursuant to the terms of a subscription agreement between
the Borrower and the Holder dated at or about the date hereof (the “Subscription
Agreement”), and shall be governed by the terms of such Subscription
Agreement.  Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement.  The following terms shall apply to
this Note:

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    1.1           Payment
Grace Period.  The Borrower shall have a
five (5) day grace period to pay any monetary amounts due under this Note, after
which grace period a default interest rate of fourteen percent (14%) per
annum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	
              Principal
      Amount: $68,750.00

            	
              Issue
      Date: March ___, 2009    

            
	
              Purchase
      Price: $62,500.00

            	 
      


    

    


    CONVERTIBLE PROMISSORY
NOTE

     

    FOR VALUE
RECEIVED, MEDICAL ALARM CONCEPTS HOLDING, INC., a Nevada corporation
(hereinafter called “Borrower”), hereby promises to pay to GRQ CONSULTANTS INC.
401K, 595 South Federal Highway, Suite 600, Boca Raton, FL 33432, Fax: (561)
544-2456 (the “Holder”) or order, without demand, the sum of Sixty Eight
Thousand Seven Hundred and Fifty Dollars ($68,750.00) (“Principal Amount”) on
April __, 2010, which is 13 months after the Issue Date, (the “Maturity Date”), if
not sooner paid.

    


    The
Principal Amount of this Note represents a 10% original issue discount (the
“OID”) and this Note does not bear any additional interest.

    


    This Note
has been entered into pursuant to the terms of a subscription agreement between
the Borrower and the Holder dated at or about the date hereof (the “Subscription
Agreement”), and shall be governed by the terms of such Subscription
Agreement.  Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement.  The following terms shall apply to
this Note:

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    1.1           Payment
Grace Period.  The Borrower shall have a
five (5) day grace period to pay any monetary amounts due under this Note, after
which grace period a default interest rate of fourteen percent (14%) per
annum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2           Conversion
Privileges.  The Conversion Privileges set forth in Article II
shall remain in full force and effect immediately from the date hereof and until
the Note is paid in full regardless of the occurrence of an Event of
Default.  The Note shall be payable in full on the Maturity Date,
unless previously converted into Common Stock in accordance with Article II
hereof; provided, that if an Event of Default has occurred, the Borrower may not
pay this Note, without the consent of the Holder, until one year after the later
of the date the Event of Default has been cured or one year after the Maturity
Date.

    


    1.3           Optional Redemption of
Principal Amount.   Provided an Event of Default or an
event which with the passage of time or the giving of notice could become an
Event of Default has not occurred, whether or not such Event of Default has been
cured, the Borrower will have the option of prepaying the outstanding Principal
amount of this Note (“Optional Redemption”), in whole or in part, by paying to
the Holder a sum of money equal to one hundred and twenty percent (120%) of the
Principal amount to be redeemed, together with accrued but unpaid interest
thereon and any and all other sums due, accrued or payable to the Holder arising
under this Note or any Transaction Document through the Redemption Payment Date
as defined below (the “Redemption Amount”).  Borrower’s election to
exercise its right to prepay must be by notice in writing (“Notice of
Redemption”).  The Notice of Redemption shall specify the date for
such Optional Redemption (the “Redemption Payment Date”), which date shall be at
least thirty (30) business days after the date of the Notice of Redemption (the
“Redemption Period”).  A Notice of Redemption shall not be effective
with respect to any portion of the Principal Amount for which the Holder has
previously delivered an election to convert, or subject to the previous
sentence, for conversions initiated or made by the Holder during the Redemption
Period.  On the Redemption Payment Date, the Redemption Amount, less
any portion of the Redemption Amount against which the Holder has permissibly
exercised its conversion rights, shall be paid in good funds to the Holder. In
the event the Borrower fails to pay the Redemption Amount on the Redemption
Payment Date as set forth herein, then (i) such Notice of Redemption will be
null and void, (ii) Borrower will have no right to deliver another Notice of
Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a
non-curable Event of Default.  A Notice of Redemption may not be given
nor may the Borrower effectuate a Redemption without the consent of the Holder,
if at any time during the Redemption Period an Event of Default, or an event
which with the passage of time or giving of notice could become an Event of
Default (whether or not such Event of Default has been cured), has
occurred.  During the Optional Redemption Period, the Company must
abide by all of its obligations to the Note Holder.

    


    ARTICLE
II

    


    CONVERSION
RIGHTS

    


    The
Holder shall have the right to convert the principal and any interest due under
this Note into Shares of the Borrower's Common Stock, $.0001 par value per share
(“Common Stock”) as set forth below.

    


    2.1.         Conversion into the
Borrower's Common Stock.

    


    (a)           The
Holder shall have the right from and after the date of the issuance of this Note
and then at any time until this Note is fully paid, to convert any outstanding
and unpaid principal portion of this Note, and accrued interest, at the election
of the Holder (the date of giving of such notice of conversion being a
"Conversion Date") into fully paid and nonassessable shares of Common Stock as
such stock exists on the date of issuance of this Note, or any shares of capital
stock of Borrower into which such Common Stock shall hereafter be changed or
reclassified, at the conversion price as defined in Section 2.1(b) hereof (the
"Fixed Conversion Price"), determined as provided herein.  Upon
delivery to the Borrower of a completed Notice of Conversion, a form of which is
annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder
within three (3) business days after the Conversion Date (such third day being
the “Delivery Date”) that number of shares of Common Stock for the portion of
the Note converted in accordance with the foregoing.  At the election
of the Holder, the Borrower will deliver accrued but unpaid interest on the
Note, if any, through the Conversion Date directly to the Holder on or before
the Delivery Date.  The number of shares of Common Stock to be issued
upon each conversion of this Note shall be determined by dividing that portion
of the principal of the Note and interest, if any, to be converted, by the
Conversion Price.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           Subject
to adjustment as provided in Section 2.1(c) hereof, the fixed conversion price
per share shall be equal to $0.40 (“Fixed Conversion Price”).  From
and after the Maturity Date, the Conversion Price shall be equal to the lesser
of (i) the Fixed Conversion Price, or (ii) ninety percent (90%) of the average
of the closing bid price of the common stock as reported by Bloomberg L.P. for
the Principal Market for the five trading days preceding a Conversion
Date.

    


    (c)           
The Fixed Conversion Price and number and kind of shares or other securities to
be issued upon conversion determined pursuant to Section 2.1(a), shall be
subject to adjustment from time to time upon the happening of certain events
while this conversion right remains outstanding, as follows:

    


    A.           Merger, Sale of Assets,
etc.  If (A) the Borrower effects any merger
or  consolidation of the Borrower with or into another entity, (B) the
Borrower effects any sale of all or substantially all of its assets in one or a
series of related transactions,  (C) any tender offer or exchange
offer (whether by the Borrower or another entity) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, (D) the Borrower consummates a stock
purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one
or more persons or entities whereby such other persons or entities acquire more
than the 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by such other persons or entities making or party to, or
associated or affiliated with the other persons or entities making or party to,
such stock purchase agreement or other business combination), (E) any "person"
or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of
the 1934 Act) is or shall become the "beneficial owner" (as defined in Rule
13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate
Common Stock of the Borrower, or (F) the Borrower effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the
Common Stock is effectively converted into or exchanged for other securities,
cash or property (in any such case, a
"Fundamental  Transaction"), this Note, as to the unpaid
principal portion thereof and accrued interest thereon, shall thereafter be
deemed to evidence the right to convert into such number and kind of shares or
other securities and property as would have been issuable or distributable on
account of such Fundamental Transaction, upon or with respect to the securities
subject to the conversion right immediately prior to such Fundamental
Transaction.  The foregoing provision shall similarly apply to
successive Fundamental Transactions of a similar nature by any such successor or
purchaser.  Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such Fundamental Transaction.

    


    B.           Reclassification,
etc.  If the Borrower at any time shall, by reclassification or
otherwise, change the Common Stock into the same or a different number of
securities of any class or classes that may be issued or outstanding, this Note,
as to the unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock immediately prior to such
reclassification or other change.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    C.           Stock Splits, Combinations
and Dividends.  If the shares of Common Stock are subdivided or
combined into a greater or smaller number of shares of Common Stock, or if a
dividend is paid on the Common Stock in shares of Common Stock, the Conversion
Price shall be proportionately reduced in case of subdivision of shares or stock
dividend or proportionately increased in the case of combination of shares, in
each such case by the ratio which the total number of shares of Common Stock
outstanding immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.

     

    D.           Share
Issuance.   So long as this Note is outstanding, if the
Borrower shall issue any Common Stock except for the Excepted Issuances, prior
to the complete conversion or payment of this Note, for a consideration per
share that is less than the Fixed Conversion Price that would be in effect at
the time of such issuance, then, and thereafter successively upon each such
issuance, the Fixed Conversion Price shall be reduced to such other lower issue
price.  For purposes of this adjustment, the issuance of any security
or debt instrument of the Borrower carrying the right to convert such security
or debt instrument into Common Stock or of any warrant, right or option to
purchase Common Stock shall result in an adjustment to the Fixed Conversion
Price upon the issuance of the above-described security, debt instrument,
warrant, right, or option and again upon the issuance of shares of Common Stock
upon exercise of such conversion or purchase rights if such issuance is at a
price lower than the then applicable Fixed Conversion Price.  The
reduction of the Fixed Conversion Price described in this paragraph is in
addition to the other rights of the Holder described in the Subscription
Agreement.  Common Stock issued or issuable by the Borrower for no
consideration will be deemed issuable or to have been issued for $0.0001 per
share of Common Stock.  The reduction of the Fixed Conversion Price
described in this paragraph is in addition to the other rights of the Holder
described in the Subscription Agreement.

    


    (d)           Whenever
the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
shall promptly mail to the Holder a notice setting forth the Conversion Price
after such adjustment and setting forth a statement of the facts requiring such
adjustment.

    


    (e)           During
the period the conversion right exists, Borrower will reserve from its
authorized and unissued Common Stock not less than an amount of Common Stock
equal to 150% of the amount of shares of Common Stock issuable upon the full
conversion of this Note.  Borrower represents that upon issuance, such
shares will be duly and validly issued, fully paid and
non-assessable.  Borrower agrees that its issuance of this Note shall
constitute full authority to its officers, agents, and transfer agents who are
charged with the duty of executing and issuing stock certificates to execute and
issue the necessary certificates for shares of Common Stock upon the conversion
of this Note.

    


    2.2           Method of
Conversion.  This Note may be converted by the Holder in whole
or in part as described in Section 2.1(a) hereof and the Subscription
Agreement.  Upon partial conversion of this Note, a new Note
containing the same date and provisions of this Note shall, at the request of
the Holder, be issued by the Borrower to the Holder for the principal balance of
this Note and interest which shall not have been converted or paid.

    


    2.3.           Maximum
Conversion.  The Holder shall not be entitled to convert on a
Conversion Date that amount of the Note in connection with that number of shares
of Common Stock which would be in excess of the sum of (i) the number of shares
of Common Stock beneficially owned by the Holder and its affiliates on a
Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Borrower on such Conversion
Date.  For the purposes of the provision to the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder.  Subject to the foregoing, the Holder shall not be limited
to aggregate conversions of 4.99%.  The Holder shall have the
authority and obligation to determine whether the restriction contained in this
Section 2.3 will limit any conversion hereunder and to the extent that the
Holder determines that the limitation contained in this Section applies, the
determination of which portion of the Notes are convertible shall be the
responsibility and obligation of the Holder.  The Holder may waive the
conversion limitation described in this Section 2.3, in whole or in part, upon
and effective after 61 days prior written notice to the Borrower to increase
such percentage to up to 9.99%.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

    


    EVENT
OF DEFAULT

    


    The
occurrence of any of the following events of default ("Event of Default") shall,
at the option of the Holder hereof, make all sums of principal and interest then
remaining unpaid hereon and all other amounts payable hereunder immediately due
and payable, upon demand, without presentment, or grace period, all of which
hereby are expressly waived, except as set forth below:

    


    3.1           Failure to Pay Principal or
Interest.  The Borrower fails to pay any installment of
principal, interest or other sum due under this Note when due.

    


    3.2           Breach of
Covenant.  The Borrower breaches any material covenant or other
term or condition of the Subscription Agreement, Transaction Documents or this
Note in any material respect and such breach, if subject to cure, continues for
a period of seven (7) business days after written notice to the Borrower from
the Holder.

    


    3.3           Breach of Representations
and Warranties.  Any material representation or warranty of the
Borrower made herein, in the Subscription Agreement, Transaction Documents, or
in any agreement, statement or certificate given in writing pursuant hereto or
in connection therewith shall be false or misleading in any material respect as
of the date made and the Closing Date.

    


    3.4           Liquidation.   Any
dissolution, liquidation or winding up of Borrower or any substantial portion of
its business.

     

    3.5           Cessation of
Operations.   Any cessation of operations by Borrower or
Borrower admits it is otherwise generally unable to pay its debts as such debts
become due, provided, however that any disclosure of the Borrower’s ability to
continue as a “going concern” shall not be an admission that the Borrower cannot
pay its debts as they come due.

     

    3.6           Maintenance of
Assets.   The failure by Borrower to maintain any material
intellectual property rights, personal, real property or other assets which are
necessary to conduct its business (whether now or in the future).

    


    3.7           Receiver or
Trustee.  The Borrower or any Subsidiary of Borrower shall make
an assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for it or for a substantial part of its
property or business; or such a receiver or trustee shall otherwise be
appointed.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.8           Judgments.  Any
money judgment, writ or similar final process shall be entered or filed against
Borrower or any of its property or other assets for more than $250,000, unless
stayed vacated or satisfied within thirty (30) days.

    


    3.9           Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Borrower or any Subsidiary of Borrower.

     

     

    3.10           Delisting.   Delisting
of the Common Stock from any Principal Market; failure to comply with the
requirements for continued listing on a Principal Market for a period of five
(5) consecutive trading days; or notification from a Principal Market that the
Borrower is not in compliance with the conditions for such continued listing on
such Principal Market.

    


    3.11           Non-Payment.   A
default by the Borrower under any one or more obligations in an aggregate
monetary amount in excess of $200,000 for more than twenty days after the due
date, unless the Borrower is contesting the validity of such obligation in good
faith.

    


    3.12           Stop
Trade.  An SEC or judicial stop trade order or Principal Market
trading suspension that lasts for five or more consecutive trading
days.

    


    3.13           Failure to Deliver Common
Stock or Replacement Note.  Borrower's failures to timely
deliver Common Stock to the Holder pursuant to and in the form required by this
Note and Sections 7 and 11 of the Subscription Agreement, or, if required, a
replacement Note and such failure continues for five (5) business days following
the Delivery Date.

    


    3.14           Reservation
Default.   Failure by the Borrower to have reserved for
issuance upon conversion of the Note or upon exercise of the Warrants issued in
connection with the Subscription Agreement, the number of shares of Common Stock
as required in the Subscription Agreement, this Note and the Warrants, and such
failure continues for a period of thirty (30) days from the occurrence of this
Event of Default.

    


    3.15           Financial Statement
Restatement.  The restatement of any financial statements filed
by the Borrower with the Securities and Exchange Commission for any date or
period from the Issue Date of this Note and until this Note is no longer
outstanding, if the result of such restatement would, by comparison to the
unrestated financial statements, have constituted a Material Adverse
Effect.

    


    3.16           Other Note
Default.  The occurrence of any Event of Default under any
other Note between Borrower and Holder.

    


    3.17           Reverse
Splits.   The Borrower effectuates a reverse split of its
Common Stock without twenty days prior written notice to the
Holder.

    


    3.18           Event Described in
Subscription Agreement.  The occurrence of an Event of Default
as described in the Subscription Agreement that, if susceptible to cure, is not
cured during any designated cure period.

    


    3.19           Executive Officers Breach of
Duties.  Any of Borrower’s named executive officers or
directors is convicted of a violation of securities laws, or a settlement in
excess of $250,000 is reached by any such officer or director relating to a
violation of securities laws, breach of fiduciary duties or
self-dealing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.20           Cross
Default.  A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement to which Borrower and Holder are parties which is not
cured after any required notice and/or cure period.

     

    ARTICLE
IV

    


    MISCELLANEOUS

    


    4.1           Failure or Indulgence Not
Waiver.  No failure or delay on the part of the Holder hereof
in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.  All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.

     

    4.2           Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the first business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be:

     

    If to the
Company, to:

    Medical
Alarm Concepts Holding, Inc.

    Attn:
Howard Teicher, CEO and CFO

    5215-C
Militia Hill Road

    Plymouth
Meeting, PA 19462

    facsimile:
(610) 872-9066

    


    With a
copy by fax only to (which copy shall not constitute notice):

    Anslow
& Jaclin LLP

    Attn:
Eric Stein, Esq.

    195 Route
9 South, Suite 204

    Manalapan,
NJ 07726

    facsimile:
(732) 577-1188

    


    If to the
Holder:

    To the
address and facsimile number listed on the first paragraph of this
Note

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    With a
copy by fax only to (which copy shall not constitute notice):

    Grushko
& Mittman, P.C.

    Attn:
Barbara Mittman, Esq.

    551 Fifth
Avenue, Suite 1601

    New York,
New York 10176

    facsimile:
(212) 697-3575

    


    4.3           Amendment
Provision.  The term “Note” and all reference thereto, as used
throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or
supplemented.

     

    4.4           Assignability.  This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and
assigns.  The Borrower may not assign its obligations under this
Note.

     

    4.5           Cost of
Collection.  If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys’ fees.

     

    4.6           Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction.  Any action brought by either party against the
other concerning the transactions contemplated by this Agreement must be brought
only in the civil or state courts of New York or in the federal courts located
in the State and county of New York.  Both parties and the individual
signing this Agreement on behalf of the Borrower agree to submit to the
jurisdiction of such courts.  The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and
costs.  In the event that any provision of this Note is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or unenforceability of any other provision of this Note.
Nothing contained herein shall be deemed or operate to preclude the Holder from
bringing suit or taking other legal action against the Borrower in any other
jurisdiction to collect on the Borrower's obligations to Holder, to realize on
any collateral or any other security for such obligations, or to enforce a
judgment or other decision in favor of the Holder.  This Note shall be deemed an
unconditional obligation of Borrower for the payment of money and, without
limitation to any other remedies of Holder, may be enforced against Borrower by
summary proceeding pursuant to New York Civil Procedure Law and Rules Section
3213 or any similar rule or statute in the jurisdiction where enforcement is
sought.  For purposes of such rule or statute, any other document or
agreement to which Holder and Borrower are parties or which Borrower delivered
to Holder, which may be convenient or necessary to determine Holder’s rights
hereunder or Borrower’s obligations to Holder are deemed a part of this Note,
whether or not such other document or agreement was delivered together herewith
or was executed apart from this Note.

     

    4.7           Maximum
Payments.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum rate permitted by applicable law.  In the event
that the rate of interest required to be paid or other charges hereunder exceed
the maximum rate permitted by applicable law, any payments in excess of such
maximum rate shall be credited against amounts owed by the Borrower to the
Holder and thus refunded to the Borrower.

     

    4.8           Non-Business
Days.   Whenever any payment or any action to be made
shall be due on a Saturday, Sunday or a public holiday under the laws of the
State of New York, such payment may be due or action shall be required on the
next succeeding business day and, for such payment, such next succeeding day
shall be included in the calculation of the amount of accrued interest payable
on such date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.9           Redemption.  This
Note may not be redeemed or called without the consent of the Holder except as
described in this Note or the Subscription Agreement.

    


    4.10           Shareholder
Status.  The Holder shall not have rights as a shareholder of
the Borrower with respect to unconverted portions of this
Note.  However, the Holder will have the rights of a shareholder of
the Borrower with respect to the Shares of Common Stock to be received after
delivery by the Holder of a Conversion Notice to the Borrower.

     

    [THIS
SPACE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by an authorized officer as of the
____ day of March, 2009.

    


    
      
        
          
            
              
                	
                        MEDICAL
      ALARM CONCEPTS HOLDING, INC.

                      
	 
      
	
                        By:

                      	 	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

    


    WITNESS:

    


    ______________________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE OF
CONVERSION

    


    (To be
executed by the Registered Holder in order to convert the Note)

     

    The
undersigned hereby elects to convert $_________ of the principal and $_________
of the interest due on the Note issued by MEDICAL ALARM CONCEPTS HOLDING, INC.
on March ___, 2009 into Shares of Common Stock of MEDICAL ALARM CONCEPTS
HOLDING, INC. (the “Borrower”) according to the conditions set forth in such
Note, as of the date written below.

    


    Date of
Conversion:___________________________________________________________________________________

    


    Conversion
Price:_____________________________________________________________________________________

    


    Number of Shares of Common Stock Beneficially Owned on
the Conversion Date: Less than 5% of the outstanding Common Stock of
MEDICAL ALARM CONCEPTS HOLDING, INC.

    


    Shares To
Be
Delivered:________________________________________________________________________________

    


    Signature:___________________________________________________________________________________________

    


    Print
Name:_________________________________________________________________________________________

    


    Address:____________________________________________________________________________________________

    


       ___________________________________________________________________________________________