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                                                                    EXHIBIT 4.45

THIS SUBSTITUTE CONVERTIBLE SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. 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 AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO EPICEDGE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                 SUBSTITUTE CONVERTIBLE SECURED PROMISSORY NOTE

                                                               Chicago, Illinois
$3,100,000                                           ___________November 1, 2002

      FOR VALUE RECEIVED, EpicEdge, Inc., a Texas corporation (the "Company"),
promises to pay to the order of Edgewater Private Equity Fund III, L.P., a
Delaware limited partnership ("Holder"), the principal sum of Three Million One
Hundred Thousand Dollars ($3,100,000), and to pay interest on the outstanding
principal balance of this Substitute Convertible Promissory Note (this "Note")
in accordance with Section 2 of this Note. This Note is delivered in connection
with that certain Note and Preferred Stock Purchase Agreement dated as of April
16, 2002 (as may be amended, restated or otherwise modified from time to time,
the "Purchase Agreement") between the Company, the Holder and certain other
parties named therein. Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Purchase Agreement. This Note is a Substitute Note
under the Purchase Agreement.

1.    Maturity. To the extent not previously converted in accordance with the
      Purchase Agreement, the Company shall repay the outstanding principal
      balance of this Note and interest accrued thereon in full on April 16,
      2003 (the "Maturity Date"). All payments received shall be applied first
      against costs of collection (if any), then against accrued and unpaid
      interest on this Note, then against the outstanding principal balance of
      this Note.

2.    Interest. Interest shall begin to accrue on the outstanding principal
      balance of this Note commencing on the date hereof (in addition to all
      interest previously accrued hereunder) and continuing until repayment of
      this Note in full at the rate of eight percent (8%) per annum calculated
      on the basis of a 360 day year and actual days elapsed. However, upon the
      occurrence of a Default (as defined herein) the interest on the
      outstanding principal balance of this Note will accrue from the date of
      such Default until such time as such Default is cured in a manner that is
      acceptable to the Holder at a rate per annum equal to three percent (3%)
      plus the interest rate then in effect.

3.    Prepayment; Acceleration. The outstanding principal balance and all
      accrued interest payable to Holder hereunder may not be prepaid without
      the consent of Holder in its sole and absolute discretion. All prepayments
      so permitted by Holder shall be applied in the order provided in Section
      1. The outstanding principal balance of this Note is subject to
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      acceleration as set forth in Section 7.2 of the Purchase Agreement.
      Following any such acceleration, Holder may pursue any and all legal or
      equitable remedies that are available to it.

4.    Conversion. The outstanding principal amount of this Note equal to
      $1,000,000, plus accrued interest thereon, shall be convertible into
      certain securities of the Company in accordance with Section 2.7 of the
      Purchase Agreement. The outstanding principal amount of this Note equal to
      $2,100,000, plus accrued interest thereon, may be convertible into certain
      securities of the Company in accordance with Section 2.7 of the Purchase
      Agreement.

5.    Default. The Company will be deemed to be in default ("Default") hereunder
      upon the occurrence of any "Event of Default" described in Section 7.1 of
      the Purchase Agreement, and Holder shall have all rights and remedies
      available to it upon any such Default as described therein or in this
      Note.

6.    Miscellaneous.

      (a)   The Company hereby waives presentment, demand, protest, notice of
            dishonor, diligence and all other notices, any release or discharge
            arising from any extension of time, discharge of a prior party, or
            other cause of release or discharge other than actual payment in
            full hereof.

      (b)   Holder shall not be deemed, by any act or omission, to have waived
            any of its rights or remedies hereunder unless such waiver is in
            writing and signed by Holder and then only to the extent
            specifically set forth in such writing. A waiver with reference to
            one event shall not be construed as continuing or as a bar to or
            waiver of any right or remedy as to a subsequent event. No delay or
            omission of Holder to exercise any right, whether before or after a
            Default hereunder, shall impair any such right or shall be construed
            to be a waiver of any right or Default, and the acceptance at any
            time by Holder of any past-due amount shall not be deemed to be a
            waiver of the right to require prompt payment when due of any other
            amounts then or thereafter due and payable.

      (c)   Time is of the essence hereof. Upon any Default hereunder, Holder
            may exercise all rights and remedies provided for herein or in the
            Purchase Agreement and by law or equity, including, but not limited
            to, the right to immediate payment in full of this Note.

      (d)   The remedies of Holder as provided herein or in the Purchase
            Agreement, or any one or more of them, in law or at equity, shall be
            cumulative and concurrent, and may be pursued singularly,
            successively or together at Holder's sole discretion, and may be
            exercised as often as occasion therefor shall occur.

      (e)   It is expressly agreed that if this Note is referred to any attorney
            or if suit is brought to collect or interpret this Note or any part
            hereof or to enforce or protect any rights conferred upon Holder by
            this Note or any other document evidencing or securing this Note,
            then the Company covenants and agrees to pay all


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            reasonable costs, including attorneys' fees, incurred by Holder in
            connection therewith.

      (f)   If any provisions of this Note would require the Company to pay
            interest hereon at a rate exceeding the highest rate allowed by
            applicable law, the Company shall instead pay interest under this
            Note at the highest rate permitted by applicable law.

      (g)   This Note shall be governed by and construed in accordance with the
            laws of the State of Illinois without giving effect to any choice or
            conflict of law provision or law that would cause the application of
            the laws of any other jurisdiction other than the State of Illinois.

      (h)   This Note is issued in substitution for but not in payment of that
            certain Substitute Convertible Secured Promissory Note dated as of
            October ___, 2002 (the "Prior Note"), in the original principal
            amount of Two Million Eight Hundred Fifty Thousand Dollars
            ($2,850,000) and does not and shall not be deemed to constitute a
            novation thereof. Such Prior Note shall be of no further force and
            effect upon the execution of this Note; provided, however, that the
            outstanding amount of principal and interest under the Prior Note as
            of the date of this Note is hereby deemed indebtedness evidenced by
            this Note and incorporated herein by this reference.

      IN WITNESS WHEREOF, the Company has executed this Substitute Convertible
Secured Promissory Note as of the date first above written.

                                             EPICEDGE, INC., a Texas corporation


                                             By: /s/ Richard Carter
                                                 -------------------------------
                                                 Name: Richard Carter
                                                      --------------------------
                                                 Title: CEO
                                                       -------------------------


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