X0202 4 2006-12-08 0 0001017813 CAREGUIDE INC CGDE 0001383374 Meek Julie A. C/O CAREGUIDE, INC, 12301 NW 39TH STREET CORAL SPRINGS FL 33065 0 1 0 0 Chief Science Officer Convertible Promissory Note 1.50 2006-12-08 4 J 0 680713 A 2009-12-08 2009-12-08 Common Stock 680713 680713 D In the event that the average closing price of CareGuide, Inc. common stock for the 20 consecutive trading days ending on the date prior to conversion is equal to or greater than $1.50 per share, the outstanding principal and accrued interest under the Convertible Promissory Note will convert into shares of CareGuide common stock at $1.50 per share. In the event that such average closing price at the time of conversion is less than $1.50 per share, the outstanding principal and accrued interest under the Convertible Promissory Note will convert into shares of CareGuide common stock at such average closing price, but not less than $1.00 per share, and in such case the holder may elect to receive all or a portion of the amounts due under the Convertible Promissory Note in cash in lieu of shares of CareGuide common stock. The Convertible Promissory Note was received in exchange for common stock of Haelan Corporation and options and warrants to acquire shares of common stock of Haelan Corporation held by the reporting person, with such common stock of Haelan Corporation being valued at approximately $289 per share, in connection with the merger of Haelan Corporation into a wholly owned subsidiary of CareGuide on Decenber 8, 2006. The Convertible Promissory Note matures on December 8, 2009, subject to acceleration upon the occurrence of certain events specified therein, and will automatically convert on such date, subject in certain circumstances to the holder's election to receive a cash payment in lieu of shares. The number of shares reported represents the principal amount of the Convertible Promissory Note divided by $1.50 per share, which is the maximum conversion price as described in footnote (1). The merger agreement also provides that the former shareholders of Haelan Corporation may receive additional shares of CareGuide common stock, valued by reference to the average closing price of CareGuide common stock for the 20 consecutive trading days ending on the last trading day before December 31, 2007, if Haelan?s revenues during the year ending December 31, 2007 exceed $4,380,000. The reporting person?s right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on December 8, 2006, the effective date of the merger. /s/ Brian F. Leaf, attorney-in-fact 2006-12-12