Exhibit 4.4

Annex A

Replacement Terms and Conditions of Note:

FOR VALUE RECEIVED, the Company promises to pay to Investors., or its registered
assigns (the "Holder"), the principal sum of *********, on December 31, 2005 or
such earlier date as the Notes are required or permitted to be repaid as
provided hereunder (the "Maturity Date") and to pay interest to the Holder on
the aggregate outstanding principal amount of this Note at the rate of 8% per
annum, in cash or shares of Common Stock (as defined in Section 7), on each
Conversion Date (as defined herein) and on the Maturity Date. Subject to the
terms and conditions herein, the decision whether to pay interest hereunder in
shares of Common Stock or cash shall be at the discretion of the Company. Not
less than ten Trading Days (as defined in Section 7) prior to each Conversion
Date, the Company shall provide the Holder with written notice of its election
to pay interest hereunder either in cash or shares of Common Stock pursuant to
the terms of Section 4(a)(i) (the Company may indicate in such notice that the
election contained in such notice shall continue for later periods until
revised). Subject to Section 4(a)(i)(B), failure to timely provide such written
notice shall be deemed an election by the Company to pay the interest on such
Conversion Date in shares of Common Stock pursuant to the terms of Section
4(a)(i). Interest shall be calculated on the basis of a 360-day year and shall
accrue daily commencing on the date of the delivery of the notice to replace the
terms of the Note dated as of December 31, 2001 with the terms and conditions
hereof until payment in full of the principal sum, together with all accrued and
unpaid interest and other amounts which may become due hereunder, has been made.
Interest hereunder will be paid to the Person (as defined in Section 7) in whose
name this Note is registered on the records of the Company regarding
registration and transfers of Notes (the "Note Register"). All overdue accrued
and unpaid interest to be paid in cash hereunder shall entail a late fee at the
rate of 18% per annum (or such lower maximum amount of interest permitted to be
charged under applicable law) (to accrue daily, from the date such interest is
due hereunder through and including the date of payment), payable in cash.

This Note is subject to the following additional provisions:

Section 1. This Note is exchangeable for an equal aggregate principal amount of
Notes of different authorized denominations of at least $50,000 (or such lesser
principal amount as shall then be outstanding under this Note), as requested by
the Holder surrendering the same. No service charge will be made for such
registration of transfer or exchange.

Section 2. This Note may be transferred or exchanged only in compliance with the
Exchange Agreement (as defined in Section 7). Prior to due presentment to the
Company for transfer of this Note, the Company and any agent of the Company may
treat the Person (as defined in Section 7) in whose name this Note is duly
registered on the Note Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this Note
is overdue, and neither the Company nor any such agent shall be affected by
notice to the contrary.

Section 3. Events of Default.

(a) "Event of Default", wherever used herein, means any one of the following
events (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body):

(i) any default in the payment of the principal of, interest on or liquidated
damages in respect of, any Notes (other than a failure to pay the Put Price (as,
defined in Section 7), the remedy of which is contained in Section 7), free of
any claim of subordination, within five days of the date the same shall become
due and payable (whether on a Conversion Date or the Maturity Date or by
acceleration or otherwise);

(ii) the Company shall fail to observe or perform any other covenant, agreement
or warranty contained in, or otherwise commit any breach of any of the
Transaction Documents (as defined in Section 7) (including, without limitation,
pursuant to Section 5(a) of the Exchange Agreement) other than such covenants or
agreements which are the specific subject of another Event of Default under this
Section 3, and such failure or breach shall not have been remedied within twenty
days after the date on which notice of such failure or breach shall have been
given;

(iii) the Company or any of its subsidiaries shall commence, or there shall be
commenced against the Company or any such subsidiary a case under any applicable
bankruptcy or insolvency laws as now or hereafter in effect or any successor
thereto, or the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Company or any subsidiary thereof or there is commenced
against the Company or any subsidiary thereof any such bankruptcy, insolvency or
other proceeding which remains undismissed for a period of 60 days; or the
Company or any subsidiary thereof is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered;
or the Company or any subsidiary thereof suffers any appointment of any
custodian or the like for it or any substantial part of its property which
continues undischarged or unstayed for a period of 60 days; or the Company or
any subsidiary thereof makes a general assignment for the benefit of creditors;
or the Company shall fail to pay, or shall state that it is unable to pay, or
shall be unable to pay, its debts generally as they become due; or the Company
or any subsidiary thereof shall call a meeting of its creditors with a view to
arranging a composition, adjustment or restructuring of its debts; or the
Company or any subsidiary thereof shall by any act or failure to act expressly
indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate or other action is taken by the Company or any subsidiary thereof
for the purpose of effecting any of the foregoing;



(iv) the Company shall default in any of its obligations under any mortgage,
credit agreement or other facility, indenture agreement, factoring agreement or
other instrument under which there may be issued, or by which there may be
secured or evidenced any indebtedness for borrowed money or money due under any
long term leasing or factoring arrangement of the Company in an amount exceeding
one hundred thousand dollars ($100,000), whether such indebtedness now exists or
shall hereafter be created and such default shall result in such indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable;

(v) the Common Stock shall not be eligible for quotation on and quoted for
trading on the OTC Bulletin Board ("OTC") or listed for trading on the Nasdaq
SmallCap Market, New York Stock Exchange, American Stock Exchange or the Nasdaq
National Market (each, a "Subsequent Market") and shall not again be eligible
for and quoted or listed for trading thereon within twelve Trading Days;

(vi) the Company shall be a party to any Change of Control Transaction (as
defined in Section 7), shall agree to sell or dispose all or in excess of 40% of
its assets in one or more transactions (whether or not such sale would
constitute a Change of Control Transaction), or shall redeem or repurchase more
than a de minimis number of shares of Common Stock or other equity securities of
the Company (other than redemptions of Underlying Shares (as defined in Section
7));

(vii) the New Registration Statement (as defined in the Exchange Agreement) (if
any) shall not have been declared effective by the Commission (as defined in
Section 7) on or prior to the 90 th day immediately following the Effective Date
(as defined in the Exchange Agreement);

(viii) the effectiveness of the New Registration Statement (if any) lapses for
any reason or the Holder shall not be permitted to resell Underlying Shares
(exclusively for purposes of this subparagraph 3(a)(viii), as defined in the
Exchange Agreement) under the New Registration Statement (if any), in either
case, for more than twenty Trading Days (which need not be consecutive Trading
Days);

(ix) the Company shall fail for any reason to deliver certificates to a Holder
prior to the twelfth day after a Conversion Date pursuant to and in accordance
with Section 4(b) or the Company shall provide notice to the Holder, including
by way of public announcement, at any time, of its intention not to comply with
requests for conversions of any Notes in accordance with the terms hereof; or

(x) the Company shall fail for any reason to deliver the payment in cash
pursuant to a Buy-In (as defined herein) within seven days after notice is
delivered hereunder.

(b) During the time that any portion of this Note remains outstanding, if any
Event of Default occurs and is continuing, the full principal amount of this
Note (and, at the Holder's option, all other Notes then held by such Holder),
together with interest and other amounts owing in respect thereof, to the date
of acceleration shall at the written election of the Holders become, immediately
due and payable in cash in accordance with the following sentence. The aggregate
amount payable upon an Event of Default shall be equal to the sum of (i) the
Mandatory Prepayment Amount (as defined in Section 7) plus (ii) the product of
(A) the number of Underlying Shares issued in respect of conversions hereunder
within thirty days prior to the date of a declaration of an Event of Default and
then held by the Holder and (B) the Per Share Market Value (as defined in
Section 7) on the date prepayment is due or the date the full prepayment price
is paid, whichever is greater. Interest shall accrue on the prepayment amount
hereunder from the seventh day after such amount is due (being the date of an
Event of Default) through the date of prepayment in full thereof at the rate of
18% per annum (or such lesser maximum amount that is permitted to be paid by
applicable law), to accrue daily from the date such payment is due hereunder
through and including the date of payment. All Notes and Underlying Shares for
which the full prepayment price hereunder shall have been paid in accordance
herewith shall promptly be surrendered to or as directed by the Company. The
Holder need not provide and the Company hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period (other than such grace period as may be specified
within a particular Event of Default) enforce any and all of its rights and
remedies hereunder and all other remedies available to it under applicable law.
Any such declaration may be rescinded and annulled by Holder at any time prior
to payment hereunder. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon.

Section 4. Conversion.

(a) (i) Conversion at Option of Holder. (A) This Note shall be convertible into
shares of Common Stock at the option of the Holder at any time and from time to
time following the Original Issue Date (as defined in Section 7). The number of
shares of Common Stock issuable upon a conversion hereunder shall be determined
by adding the sum of (i) the quotient obtained by dividing (x) the outstanding
principal amount of this Note to be converted and (y) the Conversion Price (as
defined herein), and (ii) the amount equal to the product of (x) the outstanding
principal amount of this Note to be converted and (y)(I) the product of (1) the
quotient obtained by dividing .08 by 360 and (2) the number of days for which
such principal amount was outstanding, divided by (II) the Conversion Price on
the Conversion Date, provided, that if the Company shall have timely elected to
pay the interest due on a Conversion Date in cash pursuant to the terms hereof,
subsection (ii) shall not be used in the calculation of the number of shares of
Common Stock issuable upon a conversion hereunder.

(B) Notwithstanding anything to the contrary contained herein, if on any
Conversion Date or on the Maturity Date:

(1) the number of shares of Common Stock at the time authorized, unissued and
unreserved for all purposes, or held as treasury stock, is insufficient to pay
interest hereunder in shares of Common Stock;

(2) such shares of Common Stock (x) are not registered for resale pursuant to an
effective registration statement and (y) after April 3, 2002, may not be sold
without volume restrictions pursuant to Rule 144(k) promulgated under the
Securities Act (as defined in Section 7), as determined by counsel to the
Company pursuant to a written opinion letter, addressed to the Company's
transfer agent in the form and substance acceptable to the applicable Holder and
such transfer agent;



(3) the Common Stock is not listed or quoted on the OTC or on a Subsequent
Market;

(4) the Company has failed to timely satisfy its conversion obligations
hereunder; or

(5) the issuance of such shares of Common Stock would result in a violation of
Sections 4(a)(iii)(1) and (2), then, at the option of the Holder, the Company,
in lieu of delivering shares of Common Stock pursuant to Section 4(a)(i)(A)(ii),
shall deliver, within three Trading Days of each applicable Conversion Date, an
amount in cash equal to the product of (a) the outstanding principal amount of
the Notes to be converted on such Conversion Date and (b) the product of (x) the
quotient obtained by dividing .08 by 360 and (y) the number of days for which
such principal amount was outstanding.

(C) The Holder shall effect conversions by surrendering the Notes (or such
portions thereof) to be converted, together with the form of conversion notice
attached hereto as Exhibit A (a "Conversion Notice") to the Company. Each
Conversion Notice shall specify the principal amount of Notes to be converted,
the principal amount of Notes subsequent to the conversion at hand and the date
on which such conversion is to be effected, which date may not be prior to the
date such Conversion Notice is delivered hereunder (a "Conversion Date"). If no
Conversion Date is specified in a Conversion Notice, the Conversion Date shall
be the date that such Conversion Notice is delivered hereunder. Subject to
Section 4(b), each Conversion Notice, once given, shall be irrevocable. If the
Holder is converting less than all of the principal amount represented by the
Note(s) tendered by the Holder with the Conversion Notice, or if a conversion
hereunder cannot be effected in full for any reason, the Company shall honor
such conversion to the extent permissible hereunder and shall promptly deliver
to such Holder (in the manner and within the time set forth in Section 4(b)) a
new Note for such principal amount as has not been converted.

(ii) [Intentionally omitted].

(iii) Certain Conversion Restrictions.

(1) Notwithstanding anything to the contrary contained herein, the number of
shares of Common Stock that may be acquired by the Holder upon any conversion of
this Note (or otherwise in respect hereof) shall be limited to ensure that,
following such conversion (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its Affiliates and any
other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder's for purposes of Section 13(d) of the Exchange Act, does not
exceed 4.999% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
conversion). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. Each delivery of a Conversion Notice by the Holder will
constitute a representation by the Holder that it has evaluated the limitation
set forth in this paragraph and determined that issuance of the full number of
Underlying Shares requested in such Conversion Notice is permitted under this
paragraph. By written notice to the Company, the Holder may waive the provisions
of this Section, but (i) any such waiver will not be effective until the 61st
day after such notice is delivered to the Company, and (ii) any such waiver will
apply only to the Holder and not to any other holder of Notes.


(2) Notwithstanding anything to the contrary contained herein, the number of
shares of Common Stock that may be acquired by the Holder upon any conversion of
this Note (or otherwise in respect hereof) shall be limited to ensure that,
following such conversion (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its Affiliates and any
other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder's for purposes of Section 13(d) of the Exchange Act, does not
exceed 9.999% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
conversion). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. Each delivery of a Conversion Notice by the Holder will
constitute a representation by the Holder that it has evaluated the limitation
set forth in this paragraph and determined that issuance of the full number of
Underlying Shares requested in such Conversion Notice is permitted under this
paragraph. By written notice to the Company, the Holder may waive the provisions
of this Section, but (i) any such waiver will not be effective until the 61st
day after such notice is delivered to the Company, and (ii) any such waiver will
apply only to the Holder and not to any other holder of Notes.

(b) (i) Not later than three Trading Days after any Conversion Date, the Company
will deliver to the Holder (i) a certificate or certificates which shall be free
of restrictive legends and trading restrictions representing the number of
shares of Common Stock being acquired upon the conversion of Notes (subject to
the limitations set forth in Section 4(a)(iii) hereof) and (ii) a bank check in
the amount of accrued and unpaid interest (if the Company has timely elected or
is required to pay accrued interest in cash), provided, that the Company shall
not be obligated to issue certificates evidencing the shares of Common Stock
issuable upon conversion of the principal amount of Notes until Notes are
delivered for conversion to the Company, or the Holder notifies the Company that
such Notes have been lost, stolen or destroyed and provides a bond (or other
adequate security) reasonably satisfactory to the Company to indemnify the
Company from any loss incurred by it in connection therewith. The Company shall,
upon request of the Holder, if available, use its reasonable best efforts to
deliver any certificate or certificates required to be delivered by the Company
under this Section electronically through the Depository Trust Corporation or
another established clearing corporation performing similar functions. If in the
case of any Conversion Notice such certificate or certificates are not delivered
to or as directed by the applicable Holder by the third Trading Day after a
Conversion Date, the Holder shall be entitled by written notice to the Company
at any time on or before its receipt of such certificate or certificates
thereafter, to rescind such conversion, in which event the Company shall
immediately return the certificates representing the principal amount of Notes
tendered for conversion.

(ii) If the Company fails to deliver to the Holder such certificate or
certificates pursuant to Section 4(b)(i) by the third Trading Day after the
Conversion Date, the Company shall pay to such Holder, in cash, as liquidated
damages and not as a penalty, $4,000 for each Trading Day after



such third Trading Day until such certificates are delivered. Nothing herein
shall limit a Holder's right to pursue actual damages or declare an Event of
Default pursuant to Section 3 for the Company's failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief. Further, if the Company shall not have
delivered any cash due in respect of conversions of Notes or as payment of
interest thereon by the third Trading Day after the Conversion Date, the Holder
may, by notice to the Company, require the Company to issue shares of Common
Stock pursuant to Section 4(c), except that for such purpose the Conversion
Price applicable thereto shall be the lesser of the Conversion Price on the
Conversion Date and the Conversion Price on the date of such Holder demand. Any
such shares will be subject to the provision of this Section.

(iii) In addition to any other rights available to the Holder, if the Company
fails to deliver to the Holder such certificate or certificates pursuant to
Section 4(b)(i) by the third Trading Day after the Conversion Date, and if after
such third Trading Day the Holder purchases (in an open market transaction or
otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of
the Underlying Shares which the Holder anticipated receiving upon such
conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder
(in addition to any remedies available to or elected by the Holder) the amount
by which (x) the Holder's total purchase price (including brokerage commissions,
if any) for the Common Stock so purchased exceeds (y) the product of (1) the
aggregate number of shares of Common Stock that such Holder anticipated
receiving from the conversion at issue multiplied by (2) the market price of the
Common Stock at the time of the sale giving rise to such purchase obligation and
(B) at the option of the Holder, either reissue Notes in principal amount equal
to the principal amount of the attempted conversion or deliver to the Holder the
number of shares of Common Stock that would have been issued had the Company
timely complied with its delivery requirements under Section 4(b)(i). For
example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted conversion of Notes with
respect to which the market price of the Underlying Shares on the date of
conversion was a total of $10,000 under clause (A) of the immediately preceding
sentence, the Company shall be required to pay the Holder $1,000. The Holder
shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In. Notwithstanding anything contained herein to
the contrary, if a Holder requires the Company to make payment in respect of a
Buy-In for the failure to timely deliver certificates hereunder and the Company
timely pays in full such payment, the Company shall not be required to pay such
Holder liquidated damages under Section 4(b)(ii) in respect of the certificates
resulting in such Buy-In.

(c) (i) The conversion price in effect on any Conversion Date (the "Conversion
Price") shall be the lesser of (1) $0.50 (the "Initial Conversion Price"), and
(2) 88% of the average of the five lowest Per Share Market Values during the
thirty Trading Days immediately preceding the applicable Conversion Date,
provided, that such number of Trading Days counted for calculation of the
Conversion Price may include Per Share Market Values for up to thirty Trading
Days prior to the date on which Conversion Notices may first be delivered
hereunder and that such thirty Trading Day period shall be extended for the
number of Trading Days during such period in which (A) trading in the Common
Stock is suspended by the OTC or a Subsequent Market on which the Common Stock
is then listed, or (B) the New Registration Statement (if any) is not effective,
or (C) the Prospectus included in the New Registration Statement (if any) may
not be used by the Holder for the resale of Underlying Shares.

(ii) If the Company, at any time while any Notes are outstanding, (a) shall pay
a stock dividend or otherwise make a distribution or distributions on shares of
its Common Stock or any other equity or equity equivalent securities payable in
shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a
larger number of shares, (c) combine (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares, or (d) issue
by reclassification of shares of the Common Stock any shares of capital stock of
the Company, then the Initial Conversion Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock outstanding after such
event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
re-classification. In any case in which an adjustment under this Section
4(c)(ii) or Section 4(c)(iv) is required to be made effective as of the record
date for a specified event, if a Conversion Notice is delivered after such
record date and prior to the occurrence of the event, the Company may elect to
defer until the occurrence of such event (provided, that if such event does not
occur, then such additional shares shall not be issued) issuing to the Holder
the shares of Common Stock, if any, in respect thereof over and above the number
of shares of Common Stock issuable upon such conversion on the basis of the
Initial Conversion Price prior to adjustment, provided that the Company shall
have delivered to the Holder a due bill or other appropriate instrument
reasonably acceptable to the Holder evidencing the Holder's right to receive
such additional shares of Common Stock upon the occurrence of the event
requiring such adjustment.

(iii) If the Company, at any time while any Notes are outstanding, shall issue
rights, options or warrants to all holders of Common Stock (and not to Holders)
entitling them to subscribe for or purchase shares of Common Stock at a price
per share less than the Per Share Market Value at the record date mentioned
below, then the Conversion Price shall be multiplied by a fraction, of which the
denominator shall be the number of shares of the Common Stock (excluding
treasury shares, if any) outstanding on the date of issuance of such rights or
warrants plus the number of additional shares of Common Stock offered for
subscription or purchase, and of which the numerator shall be the number of
shares of the Common Stock (excluding treasury shares, if any) outstanding on
the date of issuance of such rights or warrants plus the number of shares which
the aggregate offering price of the total number of shares so offered would
purchase at such Per Share Market Value. Such adjustment shall be made whenever
such rights or warrants are issued, and shall become effective immediately after
the record date for the determination of stockholders entitled to receive such
rights, options or warrants. However, upon the expiration of any such right,
option or warrant to purchase shares of the Common Stock the issuance of which
resulted in an adjustment in the Conversion Price pursuant to this Section, if
any such right, option or warrant shall expire and shall not have been
exercised, the Conversion Price shall immediately upon such expiration be
recomputed and effective immediately upon such expiration be increased to the
price which it would have been (but reflecting any other adjustments in the
Conversion Price made pursuant to the provisions of this Section after the
issuance of such rights or warrants) had the adjustment of the Conversion Price
made upon the issuance of such rights, options or warrants been made on the
basis of offering for subscription or purchase only that number of shares of the
Common Stock actually purchased upon the exercise of such rights, options or
warrants actually exercised.



(iv) If the Company or any subsidiary thereof, as applicable with respect to
Common Stock Equivalents (as defined below), at any time while Notes are
outstanding, shall issue shares of Common Stock or rights, warrants, options or
other securities or debt that are convertible into or exchangeable for shares of
Common Stock ("Common Stock Equivalents") entitling any Person to acquire shares
of Common Stock at a price per share less than the Conversion Price (if the
holder of the Common Stock or Common Stock Equivalent so issued shall at any
time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to
warrants, options or rights issued in connection with such issuance, be entitled
to receive shares of Common Stock at a price less than the Conversion Price,
such issuance shall be deemed to have occurred for less than the Conversion
Price), then the Conversion Price shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such shares of Common Stock or such Common
Stock Equivalents plus the number of shares of Common Stock which the offering
price for such shares of Common Stock or Common Stock Equivalents would purchase
at the Conversion Price, and the denominator of which shall be the sum of the
number of shares of Common Stock outstanding immediately prior to such issuance
plus the number of shares of Common Stock so issued or issuable, provided, that
for purposes hereof, all shares of Common Stock that are issuable upon
conversion, exercise or exchange of Common Stock Equivalents shall be deemed
outstanding immediately after the issuance of such Common Stock Equivalents.
Such adjustment shall be made whenever such shares of Common Stock or Common
Stock Equivalents are issued. However, upon the expiration of any Common Stock
Equivalents the issuance of which resulted in an adjustment in the Conversion
Price pursuant to this Section, if any such Common Stock Equivalents shall
expire and shall not have been exercised, the Conversion Price shall immediately
upon such expiration be recomputed and effective immediately upon such
expiration be increased to the price which it would have been (but reflecting
any other adjustments in the Conversion Price made pursuant to the provisions of
this Section after the issuance of such Common Stock Equivalents) had the
adjustment of the Conversion Price made upon the issuance of such Common Stock
Equivalents been made on the basis of offering for subscription or purchase only
that number of shares of Common Stock actually purchased upon the exercise of
such Common Stock Equivalents actually exercised. Notwithstanding the foregoing,
the following shall not be deemed to be Common Stock Equivalents: (i) issuances
pursuant to a grant or exercise of stock or options which may hereafter be
granted or exercised under any employee benefit plan of the Company now existing
or to be implemented in the future; (ii) securities issued pursuant to an
underwritten public offering by the Company (and not of any securities of a
shareholder of the Company other than up to 4% of the holdings of the Chief
Executive Officer of the Company if such participation is required by the rules
and regulations of the stock market on which such offering will take place or by
the rules and regulations of the securities authority governing such stock
market) resulting in gross proceeds to the Company of not less than $10,000,000,
where the price per share of Common Stock offered is fixed and the underwriter
is an investment bank nationally recognized in the United States of America (if
the offering is to be conducted in the United States of America or in Great
Britain (if the offering is to be conducted in Great Britain) ("equity lines of
credit" or their equivalents shall not satisfy this exception), (iii) up to
1,000,000 shares of Common Stock issued in an offering not subject to the
registration requirements of the Securities Act at a fixed price of not less
than $3.50 (with no direct or indirect adjustments permissible to such fixed
price at the closing or over time), (iv) issuance pursuant to a private
placement to Hollinger International, Inc., and (v) shares of Common Stock
issued as payment of the purchase price in connection with a Strategic
Transaction. For purposes of this Section, a "Strategic Transaction" shall mean
a transaction or relationship in which the Company issues shares of Common Stock
to an entity which is, itself or through its subsidiaries, an operating company
in a business related to the business of the Company and in which the Company
receives material benefits in addition to the investment of funds, but shall not
include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital.

(v) If the Company, at any time while Notes are outstanding, shall distribute to
all holders of Common Stock (and not to Holders) evidences of its indebtedness
or assets or rights or warrants to subscribe for or purchase any security, then
in each such case the Conversion Price at which Notes shall thereafter be
convertible shall be determined by multiplying the Conversion Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator
shall be the Per Share Market Value determined as of the record date mentioned
above, and of which the numerator shall be such Per Share Market Value on such
record date less the then fair market value at such record date of the portion
of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of the Common Stock as determined by the Board of Directors in
good faith. In either case the adjustments shall be described in a statement
provided to the Holders of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share of Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.

(vi) In case of any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property, the Holders shall have the right thereafter to, at their
option, (A) convert the then outstanding principal amount, together with all
accrued but unpaid interest and any other amounts then owing hereunder in
respect of this Note only into the shares of stock and other securities, cash
and property receivable upon or deemed to be held by holders of the Common Stock
following such reclassification or share exchange, and the Holders of the Notes
shall be entitled upon such event to receive such amount of securities, cash or
property as the shares of the Common Stock of the Company into which the then
outstanding principal amount, together with all accrued but unpaid interest and
any other amounts then owing hereunder in respect of this Note could have been
converted immediately prior to such reclassification or share exchange would
have been entitled or (B) require the Company to prepay the aggregate of its
outstanding principal amount of Notes, plus all interest and other amounts due
and payable thereon, at a price determined in accordance with Section 3(b). The
entire prepayment price shall be paid in cash. This provision shall similarly
apply to successive reclassifications or share exchanges.

(vii) All calculations under this Section 4 shall be made to the nearest cent or
the nearest 1/100th of a share, as the case may be. Any adjustments which by
reason of this Section are not required to be made shall be carried forward and
taken into account in any subsequent adjustment.

(viii) Whenever either the Initial Conversion Price or the Conversion Price is
adjusted pursuant to any of Section 4(c)(ii) - (v), the Company shall promptly
mail to each Holder a notice setting forth the Initial Conversion Price or
Conversion Price (as applicable) after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.



(ix) If (A) the Company shall declare a dividend (or any other distribution) on
the Common Stock; (B) the Company shall declare a special nonrecurring cash
dividend on or a redemption of the Common Stock; (C) the Company shall authorize
the granting to all holders of the Common Stock rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights; (D)
the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to
which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, of any compulsory share exchange whereby the
Common Stock is converted into other securities, cash or property; (E) the
Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company; then, in each case, the Company shall
cause to be filed at each office or agency maintained for the purpose of
conversion of the Notes, and shall cause to be mailed to the Holders at their
last addresses as they shall appear upon the stock books of the Company, at
least 20 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange, provided, that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice. Holders are entitled to convert
Notes during the 20-day period commencing the date of such notice to the
effective date of the event triggering such notice.

(x) In case of any (1) merger or consolidation of the Company with or into
another Person, or (2) sale by the Company of more than one-half of the assets
of the Company (on an as valued basis) in one or a series of related
transactions, a Holder shall have the right to (A) if permitted under Section
3(b) hereof, exercise its rights of prepayment under Section 3(b) with respect
to such event, (B) convert its aggregate principal amount of Notes then
outstanding into the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
merger, consolidation or sale, and such Holder shall be entitled upon such event
or series of related events to receive such amount of securities, cash and
property as the shares of Common Stock into which such aggregate principal
amount of Notes could have been converted immediately prior to such merger,
consolidation or sales would have been entitled, or (C) in the case of a merger
or consolidation, (x) require the surviving entity to issue shares of
convertible preferred stock or convertible debentures with such aggregate stated
value or in such face amount, as the case may be, equal to the aggregate
principal amount of Notes then held by such Holder, plus all accrued and unpaid
interest and other amounts owing thereon, which newly issued shares of preferred
stock or debentures shall have terms identical (including with respect to
conversion) to the terms of this Note (except, in the case of preferred stock,
as may be required to reflect the differences between equity and debt) and shall
be entitled to all of the rights and privileges of a Holder of Notes set forth
herein and the agreements pursuant to which the Notes were issued (including,
without limitation, as such rights relate to the acquisition, transferability,
registration and listing of such shares of stock other securities issuable upon
conversion thereof), and (y) simultaneously with the issuance of such
convertible preferred stock or convertible debentures, shall have the right to
convert such instrument only into shares of stock and other securities, cash and
property receivable upon or deemed to be held by holders of Common Stock
following such merger or consolidation. In the case of clause (C), the
conversion price applicable for the newly issued shares of convertible preferred
stock or convertible debentures shall be based upon the amount of securities,
cash and property that each share of Common Stock would receive in such
transaction and the Conversion Price in effect immediately prior to the
effectiveness or closing date for such transaction. The terms of any such
merger, sale or consolidation shall include such terms so as to continue to give
the Holders the right to receive the securities, cash and property set forth in
this Section upon any conversion or redemption following such event. This
provision shall similarly apply to successive such events.

(d) The Company covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock solely for the purpose
of issuance upon conversion of the Notes and payment of interest on the Notes,
each as herein provided, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holders, not less than such
number of shares of the Common Stock as shall (subject to any additional
requirements of the Company as to reservation of such shares set forth in the
Exchange Agreement) be issuable (taking into account the adjustments and
restrictions of Section 4(b)) upon the conversion of the outstanding principal
amount of the Notes and payment of interest hereunder. The Company covenants
that all shares of Common Stock that shall be so issuable shall, upon issue, be
duly and, validly authorized, issued and fully paid, nonassessable and, after
April 3, 2002, free of any restrictive legend.

(e) Upon a conversion hereunder the Company shall not be required to issue stock
certificates representing fractions of shares of the Common Stock, but may if
otherwise permitted, make a cash payment in respect of any final fraction of a
share based on the Per Share Market Value at such time. If the Company elects
not, or is unable, to make such a cash payment, the Holder shall be entitled to
receive, in lieu of the final fraction of a share, one whole share of Common
Stock.

(f) The issuance of certificates for shares of the Common Stock on conversion of
the Notes shall be made without charge to the Holders thereof for any
documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate upon conversion in a name other
than that of the Holder of such Notes so converted and the Company shall not be
required to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

(g) Any and all notices or other communications or deliveries to be provided by
the Holders hereunder, including, without limitation, any Conversion Notice,
shall be in writing and delivered personally, by facsimile, sent by a nationally
recognized overnight courier service or sent by certified or registered mail,
postage prepaid, addressed to the Company, 750 West Pender Street, Suite 500,
Vancouver, British Columbia, Canada V6C 2T7 (facsimile number: (604) 331-1194,
attention: Corporate Secretary, or such other address or facsimile number as the
Company may specify for such purposes by notice to the Holders delivered in
accordance with this Section, with a copy other than Conversion Notices to
Devlin Jensen (facsimile number (604) 684-0916, attention Peter Jensen). Any and
all notices or other communications or deliveries to be provided by the



Company hereunder shall be in writing and delivered personally, by facsimile,
sent by a nationally recognized overnight courier service or sent by certified
or registered mail, postage prepaid, addressed to each Holder at the facsimile
telephone number or address of such Holder appearing on the books of the
Company, or if no such facsimile telephone number or address appears, at the
principal place of business of the holder. Any notice or other communication or
deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section prior to
6:30 p.m. (New York City time), (ii) the date after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section later than 6:30 p.m. (New York City
time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given.

Section 5. Put Option. At any time and from time to time after the Original
Issue Date, the Holder shall have the right (the "Put Right") to request that
the Company prepay up to 25% of the original principal amount of this Note at a
price equal to the Put Price (as defined in Section 7) by delivering to the
Company a written notice (a "Put Notice") specifying (i) the outstanding
principal amount of this Note subject to the Put Right and the amount of all
accrued and unpaid interest owing on such principal amount, and the amount of
liquidated damages (if any) then owing in respect of such principal amount and
(ii) the applicable Put Price. The Holder shall not be entitled to deliver Put
Notices for in excess of an aggregate of 25% of the original principal amount
under this Note in any thirty day period; provided, that, the amount of
principal for which a Put Notice may be delivered shall be measured on a
cumulative basis from the date which the Put Notice may first be delivered
hereunder (for example, if prior to day 180 following the Original Issue Date,
Put Notices for only 10% of the original principal have been delivered and paid,
then on day 180 following the Original Issue Date a Put Notice for up to 65% of
the original principal amount may be delivered).

On or prior to the tenth calendar day following the date of the delivery of the
Put Notice (such tenth calendar day, the "Put Exercise Date"), the Company shall
deliver to the Holder, in immediately available funds, the Put Price. The Put
Price shall be paid in cash and shall be free of any claim of subordination. If
any portion of the Put Price shall not be paid on or prior to the Put Exercise
Date or if the Company shall notify the Holders in writing of its intention not
to pay the Put Price (a "Put Default Date"), then, on and after such Put Default
Date, the Holder shall have the right to convert the outstanding principal
amount of the Notes subject to the Put Right at the then applicable Conversion
Price.

Section 6. [Intentionally omitted]

Section 7. Definitions. For the purposes hereof, the following terms shall have
the following meanings:

"Business Day" means any day except Saturday, Sunday and any day which shall be
a legal holiday or a day on which banking institutions in the State of New York
or the Province of British Columbia, Canada are authorized or required by law or
other government action to close. "Change of Control Transaction" means the
occurrence of any of (i) an acquisition after the date hereof by an individual
or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under
the Exchange Act) of effective control (whether through legal or beneficial
ownership of capital stock of the Company, by contract or otherwise) of in
excess of 40% of the voting securities of the Company, (ii) a replacement at one
time or over time of more than one-half of the members of the Company's board of
directors which is not approved by a majority of those individuals who are
members of the board of directors on the date hereof (or by those individuals
who are serving as members of the board of directors on any date whose
nomination to the board of directors was approved by a majority of the members
of the board of directors who are members on the date hereof), (iii) the merger
of the Company with or into another entity that is not wholly-owned by the
Company, consolidation or sale of 50% or more of the assets of the Company in
one or a series of related transactions, or (iv) the execution by the Company of
an agreement to which the Company is a party or by which it is bound, providing
for any of the events set forth above in (i), (ii) or (iii).

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the common stock, no par value, of the Company and stock of
any other class into which such shares may hereafter have been reclassified or
changed.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Agreement" means the Securities Exchange Agreement, dated as of the
Original Issue Date, to which the Company and the original Holder are parties,
as amended, modified or supplemented from time to time in accordance with its
terms.

"Mandatory Prepayment Amount" for any Notes shall equal the sum of (i) the
greater of (A) 120% of the principal amount of Notes to be prepaid, plus all
accrued and unpaid interest thereon, and (B) the principal amount of Notes to be
prepaid, plus all accrued and unpaid interest thereon, divided by the Conversion
Price on (x) the date the Mandatory Prepayment Amount is demanded or otherwise
due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever
is less, multiplied by the Per Share Market Value on (x) the date the Mandatory
Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory
Prepayment Amount is paid in full, whichever is greater, and (ii) all other
amounts, costs, expenses and liquidated damages, if any, due in respect of such
Notes.

"Original Issue Date" shall mean December 31, 2001.

"Per Share Market Value" means on any particular date means on any particular
date (a) the closing bid price per share of Common Stock on such date on the
Subsequent Market on which the Common Stock is then listed or quoted, or if
there is no such price on such date, then the closing bid price on the
Subsequent Market on the date nearest preceding such date, or (b) if the Common
Stock is not then listed or quoted on a Subsequent Market, the closing bid price
for a shares of Common Stock in the OTC, as reported by the National Quotation
Bureau Incorporated or similar organization or agency succeeding to its
functions of reporting prices) at the close of business on such date, or (c) if
the Common Stock is not then



reported by the National Quotation Bureau Incorporated (or similar organization
or agency succeeding to its functions of reporting prices), then the average of
the "Pink Sheet" quotes for the relevant conversion period, as determined in
good faith by the Holder, or (d) if the Common Stock are not then publicly
traded the fair market value of a share of Common Stock as determined by an
Appraiser selected in good faith by the Holders of a majority of the Notes.

"Person" means a corporation, an association, a partnership, organization, a
business, an individual, a government or political subdivision thereof or a
governmental agency.

"Put Price" for any Notes shall equal the sum of (i) 115% of the principal
amount of the Notes subject to the Put Right, plus all accrued and unpaid
interest thereon, and (ii) all other amounts, expenses, costs and liquidated
damages, if any, due in respect of such Notes.

"Securities Act" means the Securities Act of 1933, as amended. "Trading Day"
means (a) a day on which the Common Stock is traded on a Subsequent Market on
which the Common Stock is then listed or quoted, as the case may be, or (b) if
the Common Stock is not listed on a Subsequent Market, a day on which the Common
Stock is traded in the over-the-counter market, as reported by the OTC, or (c)
if the Common Stock is not quoted on the OTC, a day on which the Common Stock is
quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); provided, however, that in the event that the
Common Stock is not listed or quoted as set forth in (a), (b) and (c) hereof,
then Trading Day shall mean any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government action to close.

"Transaction Documents" shall have the meaning set forth in the Exchange
Agreement.

"Underlying Shares" means the shares of Common Stock issuable upon conversion of
Notes or as payment of interest in accordance with the terms hereof.

Section 8. Except as expressly provided herein, no provision of this Note shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, interest and liquidated damages (if any)
on, this Note at the time, place, and rate, and in the coin or currency, herein
prescribed. This Note is a direct obligation of the Company. This Note ranks
pari passu with all other Notes now or hereafter issued under the terms set
forth herein. As long as there are Notes outstanding, the Company shall not and
shall cause it subsidiaries not to, without the consent of the Holders, (i)
amend its certificate of incorporation, bylaws or other charter documents so as
to adversely affect any rights of the Holders; (ii) repay, repurchase or offer
to repay, repurchase or otherwise acquire shares of its Common Stock or other
equity securities other than as to the Underlying Shares to the extent permitted
or required under the Transaction Documents; or (iii) enter into any agreement
with respect to any of the foregoing. The Company may only voluntarily prepay
the outstanding principal amount on the Notes in accordance with Section 5
hereof.

Section 9. This Note shall not entitle the Holder to any of the rights of a
stockholder of the Company, including without limitation, the right to vote, to
receive dividends and other distributions, or to receive any notice of, or to
attend, meetings of stockholders or any other proceedings of the Company, unless
and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

Section 10. If this Note shall be mutilated, lost, stolen or destroyed, the
Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Note, or in lieu of or in substitution for a lost,
stolen or destroyed Note, a new Note for the principal amount of this Note so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such
loss, theft or destruction of such Note, and of the ownership hereof, and
indemnity and bond, if requested, all reasonably satisfactory to the Company.

Section 11. As of the Original Issue Date, no indebtedness of the Company is
senior to this Note in right of payment, whether with respect to damages or upon
liquidation or dissolution or otherwise. The Company will not and will not
permit any of its subsidiaries to, directly or indirectly, enter into, create,
incur, assume or suffer to exist any indebtedness of any kind, on or with
respect to any of its property or assets now owned or hereafter acquired or any
interest therein or any income or profits therefrom that is senior to this Note
in right of payment, whether with respect to damages or upon liquidation or
dissolution or otherwise, provided, that upon written consent of the Holders,
the Company shall be entitled to borrow up to an aggregate of $500,000 from one
or more institutional lenders which indebtedness may be senior to or pari passu
with this Note. The restriction contained in this section shall not apply to any
debt incurred by a subsidiary of the Company so long as the Company shall not in
any manner be liable for such debt.

Section 12. This Note shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to conflicts of laws
thereof. The Company and the Holder hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, or that such suit, action or proceeding is
improper. Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in
effect for notices to it under this instrument and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

Section 13. Any waiver by the Company or the Holder of a breach of any provision
of this Note shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Note.
The failure of the Company or the Holder to insist upon



strict adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be
in writing.

Section 14. If any provision of this Note is invalid, illegal or unenforceable,
the balance of this Note shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances. If it shall be found that any
interest or other amount deemed interest due hereunder shall violate applicable
laws governing usury, the applicable rate of interest due hereunder shall
automatically be lowered to equal the maximum permitted rate of interest.

Section 15. Whenever any payment or other obligation hereunder shall be due on a
day other than a Business Day, such payment shall be made on the next succeeding
Business Day.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby elects to convert the attached Note into shares of common
stock, without par value (the "Common Stock"), of Stockgroup Information
Systems, Inc. (the "Company") according to the conditions hereof, as of the date
written below. If shares are to be issued in the name of a person other than
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith. No fee will be charged to the
holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:

Date to Effect Conversion

Principal Amount of Notes to be Converted

_________________________________________
Principal Amount of Notes owned subsequent to Conversion

Number of shares of Common Stock to be Issued

Applicable Conversion Price

Signature

Name

Address