Exhibit
      4.1

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      ("ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
      OF COUNSEL SATISFACTORY TO COUNSEL TO THE ISSUER THAT AN EXEMPTION FROM
      REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS
      AVAILABLE.

    


    


    PROMISSORY
      NOTE

    


    


    


    
      	
              $_________

            	
              __________,
                2008

            


    

    


    


    1.
       Amount;
      Obligation to Pay; Interest Rate.
      FOR
      VALUE RECEIVED, as hereinafter set forth and at the times hereinafter stated,
      ONSTREAM MEDIA CORPORATION, a Florida corporation (the “Maker”),
      whose
      address is 1291
      SW
      29 Avenue, Pompano Beach, Florida 33069,
      promises
      to pay to the order of __________ (the "Payee"),
      whose
      address is __________, an
      amount
      equal to __________ Dollars ($_____),
      subject
      to the provisions set forth below.

    


    2.
       Interest
      Rate.
      Interest shall accrue on the outstanding principal balance under this Note
      from
      the date of issuance of this Note until this Note is paid in full at the rate
      of
      12.0% per year.

    


    3.
       Terms.
      Accrued
      interest only shall be paid in semi annual installments commencing on October
      31st,
      2008,
      and continuing on each April 30th,
      and
      October 31st
      thereafter (each an "Interest Payment Date") until __________, 2011 (the
      "Maturity
      Date"),
      on
      which date all outstanding principal and accrued but unpaid interest shall
      be
      paid in full in one balloon payment. At the election of Maker any interest
      payments hereunder may be made in shares of Maker's common stock (the
      "Common
      Stock")
      at a
      price per share of Common Stock equal to 75% of the average closing price of
      a
      share of Common Stock on Maker's principal trading market over the 30
      consecutive trading days ending on the trading day that is immediately prior
      to
      the Interest Payment Date in question. Interest shall be paid within ten (10)
      business days after the end of each payment date noted above.

    


    4.
       Prepayment.
      After
      ten days prior written notice to Payee, Maker may prepay this Note by paying
      Payee an amount equal to the total amount Maker would pay Payee throughout
      the
      term of the Note including all interest payments, if the Note was paid in full
      at Maturity, less any amounts already paid as of the date of prepayment by
      Maker
      to Payee under this Note. 

    


    5.
       Security.
      This
      Note is one of a series of notes with identical terms issued in connection
      with
      a private placement of said securities by Maker (the "Private
      Placement").
      The
      obligations of Maker under this Note shall be secured by the grant of a security
      interest in certain assets of Maker pursuant to the terms of a security
      agreement entered into concurrently herewith. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.
       Conversion.
      

    


    (a)
       Voluntary
      Conversion.
      At any
      time after six months from the date of issuance of this Note until this Note
      is
      no longer outstanding, all outstanding principal, accrued and unpaid interest,
      and interest to be accrued (i.e. all additional interest that has yet to accrue,
      but that would accrue on the full principal amount of this Note if this Note
      remained outstanding until the Maturity Date) under this Note (collectively,
      the
      "Conversion Amount") shall be convertible, in whole, but not in part, (unless
      the Company in its sole discretion allows a partial conversion) into shares
      of
      Common Stock at the option of the Payee, at any time (subject to the conversion
      limitations set forth in Section 6(c) of the Note). The Company will have the
      right in its sole discretion to allow Payee the ability to convert the Note
      prior to the six months for any reason. The Payee shall effect a conversion
      by
      delivering to the Company a written notice of conversion (a “Notice of
      Conversion”), specifying therein the date on which such conversion shall be
      effected (such date, the “Conversion Date”). If no Conversion Date is specified
      in a Notice of Conversion, the Conversion Date shall be the date that such
      Notice of Conversion is deemed delivered hereunder. Once the Company receives
      the Notice of Conversion, the Company will have 5 days to issue the underlying
      shares. Once the physical certificate is created, the Payee shall be required
      to
      physically surrender this Note to the Company. Upon the receipt of the Note
      by
      the Company, the Company shall deliver the Stock Certificate to the Payee within
      three days. In the event of any dispute or discrepancy, the records of the
      Company shall be controlling and determinative in the absence of manifest
      error.

     

    (b)
       Conversion
      Price.
      The
      conversion price shall be equal to 75% of the average closing price of a share
      of Common Stock on Maker's principal trading market over the 30 consecutive
      trading days ending on the trading day that is immediately prior to the
      Conversion Date; subject, however, to a floor conversion price of $0.80 (subject
      to adjustment for forward and reverse stock splits, recapitalizations and the
      like) (the “Conversion
      Price”).

    


    (c)
       Conversion
      Limitations.

    


    (i)
      The
      Payee 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 that would be
      in
      excess of the sum of (i) the number of shares of common stock owned by the
      Payee
      on a Conversion Date; and (ii) 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 Payee and its Affiliates of more than 4.99% of the outstanding
      shares of common stock of the Company 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 Payee shall not be limited to aggregate conversions of
      only 4.99% and aggregate conversions by the Payee may exceed 4.99%.  The
      Payee may waive the conversion limitation described in this paragraph 6(c),
      in
      whole or in part, upon and effective after 61 days prior written notice to
      the
      Company.  The Payee may decide whether to convert a Note to achieve an
      actual 4.99% ownership position.

    


    (ii)
      Notwithstanding anything herein to the contrary, if the Company has not obtained
      shareholder approval, then the Company may not issue, upon conversion of the
      Note, a number of shares of Common Stock which, when combined with all shares
      of
      Common Stock issued in connection with the Private Placement (upon conversion
      of
      other Notes issued in the Private Placement, or otherwise), would exceed 19.99%
      of the number of shares of Common Stock outstanding on the Trading Day
      immediately preceding the date of the initial closing of the Private Placement
      under which the Notes are being issued (subject to adjustment for forward and
      reverse stock splits, recapitalizations and the like).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (d)
       Mechanics
      of Conversion.

     

    (i)
       Conversion
      Shares Issuable Upon Conversion of Principal Amount.
      The
      number of shares of Common Stock issuable upon a conversion hereunder shall
      be
      determined by the quotient obtained by dividing (x) the Conversion Amount by
      (y)
      the Conversion Price.

    


    (ii)
       Reservation
      of Shares Issuable Upon Conversion.
      The
      Maker covenants that it will at all times reserve and keep available out of
      its
      authorized and unissued shares of Common Stock for the sole purpose of issuance
      upon conversion of this Note and payment of interest on this Note, each as
      herein provided, free from preemptive rights or any other actual contingent
      purchase rights of Persons other than the Payee (and the other holders of the
      Notes), not less than such aggregate number of shares of the Common Stock as
      shall be issuable (taking into account the adjustments and restrictions of
      Section 6) upon the conversion of the outstanding principal amount of this
      Note
      and payment of interest hereunder. The Maker covenants that all shares of Common
      Stock that shall be so issuable shall, upon issue, be duly authorized, validly
      issued, fully paid and nonassessable.

    


    (iii)
       Fractional
      Shares.
      Upon a
      conversion hereunder the Maker shall not be required to issue stock certificates
      representing fractions of shares of Common Stock, but may if otherwise
      permitted, make a cash payment in respect of any final fraction of a share
      based
      on the Conversion Price at such time.

    


    7.
       Place
      of Payment; Holidays.
      All
      payments on this Note shall be made to Payee at the address stated above, or
      at
      such other address as Payee shall designate in writing. If the prescribed date
      of payment of any of the principal or interest hereon is a Saturday, Sunday
      or
      legal holiday, such payment shall be due on the next succeeding business
      day.

     

    8.
       Events
      of Default and Acceleration.
      The
      occurrence of any of the following events, followed by receipt by Maker of
      written notice of default from the holders of Notes constituting a majority
      of
      the then outstanding principal amount of the outstanding Notes ("Majority
      Holders"),
      shall
      constitute an “Event
      of Default”
      hereunder: (a) Maker's failure to pay any amount due under the Notes within
      10
      business days of the date it is due; (b) bankruptcy, reorganization, insolvency
      or liquidation proceedings or other proceedings for relief under any bankruptcy
      law or any law for the relief of debtors shall be instituted by or against
      Maker
      and, if instituted against Maker, Maker shall by any action or answer approve
      of, consent to or acquiesce in any such proceedings or admit the material
      allegations of, or default in answering a petition filed in any such proceeding
      or such proceedings shall not be dismissed within thirty (30) calendar days
      thereafter; or (c) Maker shall materially breach any of the terms of the Notes.
      Upon the occurrence of an Event of Default the entire unpaid principal balance
      of this Note, with interest, fees and charges accrued hereon, shall become
      immediately due and payable. However, Maker shall have a grace period of five
      (5) business days after receipt of written notice describing the alleged breach
      in which to cure any such alleged breach and an Event of Default shall not
      be
      deemed to have occurred until and unless the item is uncured as of the
      expiration of the five (5) business day cure period.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    9.
       Waiver.
      Except
      as may be required by law, Maker, both before and after maturity, hereby
      expressly waives all protest, notice of protest, demand for payment, and
      presentment for payment.

    


    10.
       Parties
      in Interest.
      This
      Note may not be assigned by Maker or Payee without the prior written consent
      of
      the other party. This Note will be binding in all respects upon Maker and inure
      to the benefit of Payee and its permitted successors and assigns.

    


    11.
       Choice
      of Law; Venue.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Note shall be governed by and construed and enforced in accordance
      with
      the internal laws of the State of Florida, without regard to the principles
      of
      conflicts of law thereof. Each party agrees that all proceedings concerning
      the
      interpretations, enforcement and defense of the transactions contemplated by
      this Note (whether brought against a party hereto or its respective affiliates,
      directors, officers, shareholders, employees or agents) shall be commenced
      exclusively in the state and federal courts sitting in Broward County, Florida.
      Each party hereto hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in Broward County, Florida 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 proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court, that such proceeding
      is improper. Each party hereto hereby irrevocably waives personal service of
      process and consents to process being served in any such proceeding by mailing
      a
      copy thereof via registered or certified mail or overnight delivery (with
      evidence of delivery) to such party at the address in effect for notices to
      it
      under this Note 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. The parties hereto hereby irrevocably waive, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Note or the transactions
      contemplated hereby.

    


    12.
       Severability.
      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 violates the applicable law governing usury, the
      applicable rate of interest due hereunder shall automatically be lowered to
      equal the maximum rate of interest permitted under applicable law. 

    


    13.
       Notice.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be deemed to have been duly given one (1) business day after
      receipt, or, if sent by facsimile, upon receipt of a confirmation of
      delivery.

    


    THIS
      NOTE
      REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
      BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES.

    


    THERE
      ARE
      NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, Maker has executed this Note effective as of the date first
      set
      forth above.

    


    
      	 	
              MAKER:

            
	 	 
	 	
              ONSTREAM
                MEDIA CORPORATION

            
	 	 	 
	 	 	 
	 	
              By:

            	
              ________________________________

            
	 	
              Name:

            	
              Robert
                E. Tomlinson

            
	 	
              Its:

            	
              CFO

            


    

    


     

    
      
         

      

      
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