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                                                                     Exhibit 4.2

                                 PROMISSORY NOTE

$687,946

                                                        Dated: December 30, 2002
                                                              New York, New York

     FOR VALUE RECEIVED, the undersigned, VIE FINANCIAL GROUP, INC. a Delaware
corporation, ("Vie") promises to pay to the order of SOFTBANK Capital LP, a
Delaware limited partnership ("Softbank"), the principal sum of Six Hundred
Eighty-Seven Thousand Nine Hundred Forty-Six and 00/100 Dollars ($687,946), or
such lesser principal amount as shall then equal the outstanding principal
amount hereof, plus interest, in lawful, immediately available money of the
United States of America.

     This Promissory Note ("Note") is issued by Vie pursuant to that certain
Loan Agreement entered into as of December 30, 2002, (the "Loan Agreement"), by
Vie, SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP, SOFTBANK
Capital LP, Draper Fisher Jurvetson ePlanet Ventures L.P., Draper Fisher
Jurvetson ePlanet Partners Fund, LLC and Draper Fisher Jurvetson ePlanet
Ventures GmbH & Co. KG. Capitalized terms not otherwise defined in this Note
shall have the meaning set forth in the Loan Agreement, which definitions are
incorporated herein. The terms of the Loan Agreement are also incorporated
herein.

     Vie further agrees as follows:

     1.  Interest Rate. Interest on the outstanding principal balance of this
Note shall accrue at the rate of eight percent (8%) per annum, simple interest
calculated based on a 360-day year of twelve 30-day months, from the Closing
Date until the Loan is paid in full. Upon the occurrence and during the
continuance of an Event of Default, interest on the outstanding principal
balance of this Note shall accrue at the Default Rate specified in Section 4.2
of the Loan Agreement and shall be compounded every 90 days following the
Closing Date. However, in no event shall the interest rate exceed the maximum
rate permitted by law. Interest shall be payable on the Maturity Date.

     2.  Payment of Principal and Interest. The outstanding principal balance of
this Note, together with all accrued but unpaid interest, shall be due and
payable on the Maturity Date.

     3.  Loan Agreement and Prepayment. This Note is issued pursuant to the
terms of the Loan Agreement. Voluntary prepayments of this Note may not be made
except pursuant to Section 3.3 of the Loan Agreement.

     4.  Conversion. Under certain circumstances the principal of, and interest
on, this Note may be converted, automatically or at the option of the holder,
into shares of Stock as set forth in Section 3.5 of the Loan Agreement.

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     5.  Default. Subject to the subordination provisions set forth in Article 9
of the Loan Agreement, if an Event of Default shall occur, then all amounts due
or to become due under this Note or under any of the other Transaction Documents
shall become, or may be declared, immediately due and payable, all as further
provided in the Loan Agreement.

     6.  Subordination. The obligations of Vie in respect of this Note are
subordinated to the obligations of Vie under the RGC Note as set forth in
Article 9 of the Loan Agreement.

     7.  Maximum Amount of Interest. Notwithstanding any contrary provision, the
total liability of Vie for payment of interest hereunder shall not exceed the
maximum amount of interest permitted by law, and if any payment made by the Vie
includes interest in excess of such a maximum amount, Softbank shall at any time
before or after default apply such excess to the reduction of principal
hereunder.

     8.  Waivers by Vie. Subject to any provisions to the contrary in the Loan
Agreement, Vie waives presentment for payment, demand, notice of nonpayment,
notice of protest and protest of this Note, and all notices in connection with
the delivery, acceptance, or dishonor of this Note. Vie agrees that (a) if for
any reason any amount due hereunder is paid by cashier's, certified teller's
check or other check, there shall be no discharge of Vie's obligation until said
check be finally paid by the issuer thereof; and (b) Vie shall have waived any
rights to any accord and satisfaction of any now or hereafter existing claim in
dispute between Softbank and Vie (or any of their respective successors and
assigns), all of which provisions and rights are hereby waived.

     9.  No Waiver by Softbank. Softbank shall not by any act of omission or
commission be deemed to waive any of its rights or remedies under this Note or
the Loan Agreement unless such waiver shall be in writing and signed by
Softbank, and then only to the extent specifically set forth therein.

     10. Costs and Fees. Vie agrees to pay to Softbank all Costs and Fees
(including without limitation, reasonable attorneys' fees) payable under the
provisions of the Loan Agreement, including but not limited to Section 4.1
thereof, all of which provisions are incorporated herein by this reference.

     11. Application of Article 3. Vie and Softbank agree that the provisions of
Article 3 of the Uniform Commercial Code of New York pertaining to instruments
shall be applied to this Note, even if this Note is not deemed to be an
"instrument" or a "negotiable instrument" thereunder, except that no assignee of
this Note shall have the status of a "holder-in-due course" under that Article.

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     12. Governing Law; Venue. This Note shall be governed by and construed in
accordance with the internal laws of the State of New York. Without impairing
the other agreements made by Vie in the Loan Agreement, Vie hereby irrevocably
makes the agreements set forth in Section 10.5 (Governing Law; Venue) of the
Loan Agreement.

                                        VIE FINANCIAL GROUP, INC.,
                                        a Delaware corporation


                                        By____________________________

                                        Its___________________________



             [Signature Page to SOFTBANK Capital LP Promissory Note]