CONVERTIBLE NOTE

Exhibit 10.3 Convertible Note for $400,000

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS NOTE AND
THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO WIZZARD SOFTWARE CORP.THAT SUCH REGISTRATION IS NOT
REQUIRED.

                         CONVERTIBLE NOTE

     FOR VALUE RECEIVED, WIZZARD SOFTWARE CORP., a Colorado corporation
(hereinafter called "Borrower"), hereby promises to pay to WHALEHAVE CAPITAL
FUND LTD., 3rd Floor, 14 Par-Lavile Road, Hamilton, Bermuda HM08 Fax (441)
292-1373 (the "Holder") or order, without demand, the sum of Four Hundred
Thousand Dollars ($400,000) ("Principal"), with simple interest accruing at
the annual rate of five percent (5%) on April ___, 2008 (the "Maturity Date").
    
     This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower and the Holder, dated of even date herewith
(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  Interest Rate.   Simple interest payable on this Note shall accrue
at the annual rate equal to the prime rate as reported in the Wall Street
Journal for October 25, 2006 and be payable upon each conversion, commencing
January 1, 2007 and semi-annually thereafter, and on the Maturity Date,
accelerated or otherwise, when the principal and remaining accrued but unpaid
interest shall be due and payable, or as described below.
    
     1.2  Manner of Payment.  Borrower may elect to pay sixty percent of the
regular one-half yearly interest due on this Note by delivering unlegended
registered Common Stock in lieu of cash not later than the due date of such
interest payment.  Such Common Stock will be valued at the average closing
price of the Common Stock for the trading day immediately preceding the
relevant payment due date.
    
     1.3  Payment Grace Period.  The Borrower shall have a ten (10) day
grace period to pay any monetary amounts due under this Note, after which
grace period a default interest rate of fifteen percent (15%) per annum shall
apply to the amounts owed hereunder.

                           ARTICLE II
    
                        CONVERSION RIGHTS
    
     The Holder shall have the right to convert the principal due under this
Note into Shares of the Borrower's 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 "Conversion Price"),
determined as provided herein.  Upon delivery to the Borrower of a Notice of
Conversion as described in Section 7 of the Subscription Agreement of the
Holder's written request for conversion, Borrower shall issue and deliver to
the Holder within four (4) business days from the Conversion Date ("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 in the
manner provided in Section 1.2 through the Conversion Date directly to the
Holder on or before the Delivery Date (as defined in the Subscription
Agreement).  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 to be converted, by the Conversion Price.

            (b)      Subject to adjustment as provided in Section 2.1(c)
hereof, the Conversion Price per share shall be equal to $2.00 ("Maximum Base
Price").

          (c)   The Maximum Base 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 the Borrower at any
time shall consolidate with or merge into or sell or convey all or
substantially all its assets to any other corporation, this Note, as to the
unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase such number and kind of
shares or other securities and property as would have been issuable or
distributable on account of such consolidation, merger, sale or conveyance,
upon or with respect to the securities subject to the conversion or purchase
right immediately prior to such consolidation, merger, sale or conveyance.
The foregoing provision shall similarly apply to successive 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
consolidation, merger, sale or conveyance.

               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.   If at any time this Note is
outstanding the Borrower shall issue or agree to issue any common stock or
securities convertible into or exercisable for shares of common stock (or
modify any of the foregoing which may be outstanding) except for the Excepted
Issuances (as defined in the Subscription Agreement) for a consideration less
than the Conversion Price in effect at the time of such issue, then, and
thereafter successively upon each such issue, the Conversion Price shall be
reduced to such other lower issue price.  For purposes of this adjustment, the
issuance of any security carrying the right to convert such security into
shares of Common Stock or of any warrant, right or option to purchase Common