CONVERTIBLE NOTE



THIS NOTE AND THE COMMON STOCK INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE

"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE

"ACT") OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY

NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IN

IS DEFINED IN REGULATION S UNDER THE ACT), UNLESS THEY ARE REGISTERED UNDER THE

ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION

FROM REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL

SATISFACTORY TO THE COMPANY.



         FOR VALUE RECEIVED, OmniComm Systems, Inc., a Florida corporation

(hereinafter called "Borrower"), hereby promises to pay to _____________(the

"Holder") or order without demand, the sum of _________, with interest accruing

at an annual rate of ten percent (10%), on June 30, 2004 (the "Maturity Date"),

as such date may be extended by agreement of the parties hereto. This

Convertible Note is issued pursuant to a subscription agreement by and between

the Borrower and the Holder dated the date hereof (the "Subscription Agreement")

the terms and conditions of which are hereby incorporated herein by this

reference.



         The following terms shall apply to this Note:



                                    ARTICLE I

                           DEFAULT REALTED PROVISIONS



         1.1 PAYMENT GRACE PERIOD. The Borrower shall have a thirty (30) day

grace period to pay any monetary amounts due under this Note.



         1.2 CONVERSION PRIVILEGES. The Conversion Privileges set forth in

Article II shall remain in full force and effect from the date of this Note

until the Note principal and accrued interest is paid in full.



         1.3 INTEREST RATE. Borrower shall pay interest on the outstanding

principal amount of the Note (a) semi-annually on June 30th and December 31st of

each year, and if either June 30th or December 31st of any year is not a

business day then on the next succeeding business day (an "Interest Payment

Date"), at a rate of 10% per annum or (b) at the option of the Holder made in

writing to the Borrower at least 30 days prior to an Interest Payment Date, to

be carried forward as accrued interest on the Note and paid on the next Interest

Payment Date unless further deferred and, if there is no next Interest Payment

Date, paid at the Maturity Date, accelerated or otherwise, at the annual rate of

10% per annum together with such principal payment.



         1.4 INTEREST RATE ADJUSTMENT. In the event 50% of the cumulative Holder

or Holders demand registration pursuant to such registration rights as set in

the Subscription Agreement and the registration statement is not declared

effective within 90 days after the date of notice of demand, then the interest

rate on the Convertible Note beginning on the next quarter following expiration

of the 90 day period, shall be increased to 15%, and shall remain at 15% until

said registration statement is effective, at which time the interest rate shall

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