Exhibit
4.1

    


    These
securities have not been registered with the United States Securities and
Exchange Commission under the Securities Act of 1933, as amended, and are being
offered in

    reliance
on exemptions from registration provided in Section 4(2) of the
Securities

    Act
of 1933 and Rule 506 of Regulation D promulgated thereunder and

     preemption  from
the registration or qualification requirements of

    applicable
state laws under the National Securities Markets

    Improvement
Act of 1996  or applicable exemptions

    from
such registration provisions.

    


    2009
CONVERTIBLE PROMISSORY NOTE

    


    
      	
              $_____

            	
              October
      9, 2009

            


    

    


    FOR VALUE RECEIVED, the undersigned,
ENABLE HOLDINGS, INC. (“Maker” or “Company”),
a Delaware corporation whose mailing address is 440 West Thorndale Avenue,
Itasca, IL  60143-1335, hereby promises to pay to ______________
(“Payee”), a
Delaware limited liability company whose mailing address is 667 Madison Avenue,
16th
Floor, New York, New York  10065, or order, the principal sum of the
aggregate amount of all Principal Advances (as defined in the Interim Loan
Agreement, such agreement being defined hereinbelow) made and amounts borrowed
under the Interim Loan Agreement dated as of the date set forth above between
Maker, certain other lenders named therein and Payee and pursuant to which this
promissory note (“Note”) is executed
(“Interim Loan
Agreement”) which in no event will exceed _______________, in lawful
money of the United States of America for payment of private debts, together
with interest (calculated on the basis of the actual number of days elapsed but
computed as if each year consisted of 360 days) on the amounts owing on the
Interim Loan Agreement accruing monthly at an annual rate equivalent to the U.S.
Prime Rate, which is the base rate on corporate loans posted by at least 70% of
the 10 largest U.S. banks, as quoted in the Wall Street Journal on the last day
of each month or the date of each payment, plus 500 basis
points.  Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Interim Loan Agreement.

    


    This Note is subject to the following
further terms and material provisions.

    


    1.           Series.  This
Note is one of a duly authorized issue of notes of the Company designated as its
“2009 Convertible Promissory Notes”, limited in aggregate principal amount to
________ (The “Series”).

    


    2.           Payment.  The
full amount of principal and accrued but unpaid interest due under the Notes in
this Series shall be due and payable on the earlier
of:  (a) within 60 days after demand by Payee, if the purchase by
the payees of this Series of $5,000,000 of newly authorized preferred stock of
Maker (“Investment”) is not
completed by November 30, 2009 (the “Investment Date”);
(b) if the Investment is completed on or before the Investment Date, on the
Investment Date with proceeds from such Investment; or (c) at the election
of Payee, by conversion into Series A Preferred Stock if the Investment is
not completed by the Investment Date in accordance with the terms
hereof.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    3.           Conversion.  Subject
to, and in compliance with, the provisions contained herein, the holder of this
Note is entitled, at its option, at any time prior to maturity, or in the event
this Note or some portion hereof shall have been called for prepayment prior to
such date, then, in respect of this Note or such portion hereof, until and
including, but not after the close of business within 30 days of the date of
notice of prepayment, to convert this Note (or any portion of the principal
amount hereof) into fully paid and nonassessable shares (calculated as to each
conversion to the nearest share) of Series A Preferred Stock, of the Company
(the “Shares”), at the rate of one share for each $0.10 of principal amount of
this Note, subject to such adjustment in such conversion price, if any, as may
be required by the provisions of this Note, by surrender of this Note, duly
endorsed (if so required by the Company) or assigned to the Company or in blank,
to the Company at its offices, accompanied by written notice to the Company in
the form set forth below that the holder hereof elects to convert this Note or
if less than the entire principal amount hereof is to be converted, the portion
hereof to be converted.  On conversion, no adjustment for interest is
to be made, but if any holder surrenders this Note for conversion between the
record date for the payment of an installment of interest and the next interest
payment date, the holder of such Note when surrendered for conversion shall be
entitled to payment of the interest thereon from the last preceding record date
for interest through the date of conversion that the registered holder is
entitled to receive on such conversion date.  No fractions of Shares
will be issued on conversion, but instead of any fractional interest, the
Company will pay cash adjustments as provided herein.

    


    4.           Prepayment.  This
Note is subject to prepayment, in whole or in part, at any time upon not less
than 30 days’ notice by registered mail at the election of the Company, and
shall be prepaid out of the net proceeds of the Investment  Prepayment
shall be effected by paying the amount equal to the outstanding principal amount
of the Note, plus all interest accrued to the date of
prepayment.  During the 30 days following the date of any notice of
prepayment, the holder will have the right to convert the outstanding principal
amount of the Note, or any portion thereof, to Shares of the Company, on the
terms and conditions provided for in paragraph 3 above.  On the date
fixed for prepayment, the Note shall cease to bear interest with respect to the
amount of principally actually paid.  Upon surrender of any Note for
prepayment in accordance with said notice of prepayment by the Company, the
amount of principal and interest due shall be paid in cash or certified
funds.  Any Note that is prepaid only in part shall be presented for
notation thereon by the Company of such partial prepayment.  If less
than all the Notes of this Series are to be prepaid, notice of the proposed
prepayment shall be sent to the registered holders of all Notes issue in this
Series, and such prepayment shall be made pro rata.

    


    5.           Limitations on Right of
Conversion.  Following receipt of the written notice of
intention to convert the Note, the Company shall take such steps as it deems
appropriate to permit conversion of the Note as specified in the notice without
registration or qualification under applicable federal and state securities
laws; provided, that in
no event shall the Company be required to consent to the general service of
process or qualify as a foreign corporation in any jurisdiction where the Note
holder resides if such jurisdiction is different than such Note holder’s
residence when the Note was originally offered and sold.  In order to
comply with exemptions from the registration requirements of the Securities Act
and certain state securities statutes, the Company may require the holder of
this Note to make certain representations and execute and deliver to the Company
certain documents as a condition to exercise of the conversion rights hereunder,
all in form and substance satisfactory to the Company as determined in its sole
discretion.  In the event the Company reasonably determines that the
Note cannot be converted in compliance with applicable federal and state
securities laws in the absence of registration or qualification under such
statutes, the Company shall be under no obligation to permit conversion of the
Note and issue any Shares pursuant hereto.  Notwithstanding the
foregoing, the Shares issuable on conversion in the event of mandatory
prepayment in connection with a public offering by the Company shall be issued
and delivered pursuant to a registration statement under the Securities
Act.  The Company shall also use its best efforts to qualify such
Shares for sale under the applicable state laws in those jurisdictions in which
the holder of the Note resides at the time of conversion; if, notwithstanding
such efforts to qualify such Shares for sale in such state, the Company is
unable to so qualify such Shares for sale in such state, the Shares delivered
shall be subject to applicable restrictions on their transfer under the laws of
such state or, if no exemption from registration is available, such Notes shall
not be convertible.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    6.           Satisfaction and Discharge
of Note.  This Note shall cease to be of further effect (except
as to any surviving rights of conversion, transfer, or exchange of Notes herein
expressly provided for) when:

    


    (a)           the
Company has paid or caused to be paid all sums payable hereunder by the Company,
including all principal amounts and interest accrued under the Note;
and

    


    (b)           all
the conditions precedent herein provided for relating to the satisfaction and
discharge of this Note have been complied with.

    


    7.           Events of
Default.  “Event of Default,” when used herein, whatever the
reason for such Event of Default and whether it shall be voluntary, involuntary,
or effected by operation of law pursuant to any judgment, decree, or order of
any court or any order, rule, or regulation of any administrative or
governmental body, or be caused by the provisions of any paragraph herein, means
any one of the following events:

    


    (a)           default
in the payment of any interest on this Note when it becomes due and payable and
continuance of such default for a period of 30 days; or

    


    (b)           default
in the payment of the principal of any Note in this Series when due, whether at
maturity, upon prepayment, or otherwise; or

    


    (c)           default
in the performance or breach of any covenant or warranty of the Company in this
Note (other than a covenant or warranty, the breach or default in performance of
which is elsewhere in this section specifically dealt with), and continuation of
such default or breach for a period of 60 days after there has been given to the
Company, by registered or certified mail, by the holders of a majority in
principal amount of the outstanding Notes in this Series, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a notice of default hereunder; or

    


    (d)           the
entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or composition of or in respect
of the Company under the Federal Bankruptcy Act or any other applicable federal
or state law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (e)           the
institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or a filing by it of a petition or answer or consent
seeking reorganization or relief under the Federal Bankruptcy Act or any other
applicable federal or state law, or the consent by it to the filing of any such
petition or the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action.

    


    8.           Acceleration of
Maturity.  If an Event of Default occurs and is continuing,
then, in every such case, the holders of a majority in principal amount of the
outstanding Notes in this Series may declare the principal of all the Notes to
be due and payable immediately by a notice in writing to the Company of such
default, and upon any such declaration, such principal shall become immediately
due and payable.  At any time after such declaration of acceleration
has been made, and before a judgment or decree for payment of money due has been
obtained by the holders, the holders of a majority in principal amount of the
outstanding Notes in this Series by written notice to the Company may rescind
and annul such declaration and its consequences, if all Events of Default, other
than the nonpayment of the principal of Notes that have become due solely by
such acceleration, have been cured or waived.  No such rescission
shall affect any subsequent default or impair any right consequent
thereon.

    


    9.           Suits for
Enforcement.  If an Event of Default occurs and is continuing,
the holders of a majority in principal amount of the outstanding Notes in this
Series may, in their discretion, proceed to protect and enforce their rights by
such appropriate judicial proceedings as the holders shall deem most effectual
to protect and enforce any such rights, whether for the specified enforcement of
any covenant or agreement under this Note, in aid of the exercise of any power
granted herein, or to enforce any other property remedy.

    


    10.           Limitation on
Suits.  No holder of any Note shall have any right to institute
any proceedings, judicial or otherwise, with respect to this Note, or for the
appointment of a receiver or trustee, or for any remedy hereunder, unless such
holder has previously given written notice to the Company of a continuing Event
of Default as provided above; it being understood and intended that no one or
more holders of Notes shall have any right in any manner whatever by virtue of,
or by availing of, any provisions of this Note to effect, disturb, or prejudice
the right of any other holders of Notes, or to obtain or to seek to obtain
priority or preference over any other holders, or to enforce any right under
this Note, except in the manner herein provided and for the equal and ratable
benefit of all the holders of the Notes.

    


    11.           Acts of
Holders.  Any request, demand, authorization, direction,
notice, consent, waiver, or other action provided by this Note to be given or
taken by the holder hereof or by the holders of the Notes in this Series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such holders in person, or by their agent or attorney-in-fact
duly appointed in writing; and, except as otherwise expressly provided herein,
such action shall become effective when such instrument or instruments are
delivered to the Company in the manner provided for giving notices
herein.  Such instrument or instruments, and the action embodied
therein or evidenced thereby, are herein sometimes referred to as the “act” of
the holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Note if the fact and date of execution by
any person of any such instrument or writing is verified by the affidavit of a
witness of such execution.  The request, demand, authorization,
direction, notice, consent, waiver, or other action by the holder of any Note
shall bind every Note holder of the same Note and the holder of every Note
issued upon the transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by any person in reliance
thereon, whether or not notation of such action is made upon such
Note.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    12.           Notices to Holders;
Waiver.  When this Note provides for notice to holders of any
event, such notice shall be sufficiently given if in writing and mailed,
registered, postage prepaid, to each holder affected by such event, at its
address as it appears in the Note register maintained by the Company, not later
than the latest date and not earlier than the earliest date prescribed for the
giving of such notice.  In any case, when notice to holders is given
by mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular holder shall affect the sufficiency of such notice with
respect to holders of other Notes issued in this Series.  When the
Note provides for notice to the Company, such notice shall be sufficiently given
if in writing and mailed, registered, postage prepaid, to the Company at its
address set forth above (or at such other address as shall be provided to the
holders of the Notes of this Series in the manner for giving notices set forth
herein), not later than the latest date and not earlier than the earliest date
prescribed for the giving of such notice.  When this Note provides for
notice in any manner, such notice may be waived in writing by the person
entitled to receive such notice, whether before or after the event, and any such
waiver shall be equivalent of such notice.

    


    13.           Adjustment in
Conversion.  The conversion price and number of shares issuable
upon conversion of this Note may be subject to adjustment from time to time as
follows:

    


    (a)           If
the Company shall take a record of the holders of its Shares for the purpose of
entitling them to receive a dividend in Shares, the conversion price in effect
immediately prior to such record date shall be proportionately decreased, such
adjustment to become effective immediately after the opening of business on the
day following such record date.

    


    (b)           If
the Company shall subdivide the outstanding Shares into a greater number of
Shares or combine the outstanding shares into a smaller number of Shares, or
issue by reclassification any of its Shares, the conversion price in effect
immediately prior thereto shall be adjusted so that the holder of the Note
thereafter surrendered for conversion shall be entitled to receive after the
occurrence of any of the events described the number of Shares to which the
holder would have been entitled had such Note been converted immediately prior
to the occurrence of such event, such adjustment to become effective immediately
after the opening of business on the day following the date upon which such
subdivision or combination or reclassification, as the case may be, becomes
effective.

    


    (c)           No
fraction of a Share shall be issued upon conversion, but in lieu thereof, the
Company, notwithstanding any other provision hereof, may pay therefor in cash at
the fair value of the fractional Share at the time of conversion.

    


    (d)           Neither
the purchase or other acquisition by the Company of any Shares nor the sale or
other disposition by the Company of any Shares shall affect any adjustment of
the conversion price or be taken into account in computing any subsequent
adjustment of the conversion price.

    


    (e)           If,
at any time:

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (i)           the
Company proposes to pay any dividend payable in Shares upon its Shares or make
any distribution, including a cash or property dividend, out of earnings or
earned surplus, to the holders of its Shares;

    


    (ii)          the
Company proposes to enter into any plan of capital reorganization or of
reclassification of the Shares of the Company; or

    


    (iii)         the
Company proposes to merge, consolidate, or encumber or sell all or substantially
all of its assets other than in the ordinary course of business;

    


    then, in
any one or more of said cases, the Company shall cause a notice to be mailed to
the registered holder of this Note at the address of such holder set forth in
the registration records of the Company.  Such notice shall be solely
for the convenience of such registered holder and shall not be a condition
precedent to, nor shall any defect therein or failure in connection therewith
affect, the validity of the action proposed to be taken by the
Company.  Such notice shall be mailed at least 10 days prior to the
date on which the books of the Company shall close, or a record date shall be
taken for such Share dividend, Share split or reclassification, consolidation,
merger, or sale of properties and assets, as the case may be.  Such
notice shall specify such record date for the closing of the transfer
books.

    


    14.           Restrictions.  The
holder of this Note, by acceptance hereof, both with respect to the Note and the
Shares to be issuable upon conversion of the Note (unless issued pursuant to an
effective registration statement under the Securities Act), represents and
warrants as follows:

    


    (a)           The
Note and the Shares are being acquired for the holder’s own account to be held
for investment purposes only and not with a view to or for resale in connection
with any distribution of such Note or Shares or any interest therein without
registration or other compliance under the Securities Act, and the holder hereof
has no direct or indirect participation in any such undertaking or in
underwriting such an undertaking.

    


    (b)           The
holder hereof has been advised and understands that the Note and the Shares have
not been registered under the Securities Act and the Note and/or the shares must
be held and may not be sold, transferred, or otherwise disposed of for value
unless they are subsequently registered under the Securities Act or an exemption
from such registration is available; except as set forth herein, the Company is
under no obligation to register the Note and/or the Shares under the Securities
Act; in the absence of such registration, sale of the Note or Shares may be
impracticable; the Company’s registrar and transfer agent will maintain
stop-transfer orders against registration of transfer of the Note and the
Shares; and the certificates to be issued for any Shares will bear on their face
a legend in substantially the following form:

    


    The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or under the
securities laws of any state.  These securities have been acquired for
investment and may not be sold or transferred in the absence of an effective
registration or other compliance under the Securities Act or the laws of the
applicable state, or a “no-action” or interpretive letter from the Securities
and Exchange Commission or an opinion of counsel reasonably satisfactory to the
issuer and its counsel to the effect that the sale or transfer is exempt from
registration under the Securities Act and such state statutes.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (c)           The
Company may refuse to transfer the Note and/or the Shares unless the holder
thereof provides an opinion of legal counsel reasonably satisfactory to the
Company or a “no-action” or interpretive response from the Securities and
Exchange Commission to the effect that the transfer is proper; further, unless
such letter or opinion states that the Note and/or Shares are free from any
restrictions under the Securities Act, the Company may refuse to transfer the
Note and/or the Shares to any transferee who does not furnish in writing to the
Company the same representations and agree to the same conditions with respect
to such Note and Shares as set forth herein.  The Company may also
refuse to transfer the Note or Shares if any circumstances are present
reasonably indicating that the transferee’s representations are not
accurate.

    


    15.         Registered
Holder.  The Company may treat the person or persons whose name
or names appear hereon as the absolute owner or owners of this Note for the
purpose of receiving payment of, or on account of, the principal and interest
due on this Note and for all other proposes, and the Company shall not be
affected by any notice to the contrary.

    


    16.         Severability.  In
case any provision in this Note shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

    


    17.         Governing
Law.  This Note shall be governed by and construed and
interpreted in accordance with the laws of the state of Utah, excluding
principles of choice or conflicts of law.

    


    18.         Legal
Holidays.  In any case when any date provided herein shall not
be a business day, then (notwithstanding any other provision of this Note), the
event required or permitted on such date shall be required or permitted, as the
case may be, on the next succeeding business day with the same force and effect
as if made on the date upon which such event was required or permitted pursuant
hereto.

    


    19.         Delay or Omission; No
Waiver.  No delay or omission of any holder of the Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or
acquiescence therein.  Every right or remedy given hereby or by law
may be exercised from time to time and as often as may be deemed
expedient.

    


    20.         Miscellaneous.  This
Note is subject to the following additional terms and conditions:

    


    (a)           If
this Note is placed with an attorney for collection, or if suit be instituted
for collection, or if any other remedy provided by law is pursued by the
registered holder hereof because of any default in the terms and conditions
herein, then, in either event, the undersigned agrees to pay reasonable
attorneys’ fees, costs, and other expenses incurred by the registered holder
hereof in so doing.

    


    (b)           None
of the rights and remedies of the registered holder hereof shall be waived or
affected by failure or delay to exercise them.  All remedies conferred
on the registered holder of this Note shall be cumulative and none is
exclusive.  Such remedies may be exercised concurrently or
consecutively at the registered holder’s option.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (c)           This
Note is negotiable and transferable, subject to compliance with the provisions
of paragraph 10 hereof.

    


    (d)           The
makers, guarantors, and endorsers hereof severally waive presentment for
payment, protest, and notice of protest and nonpayment of this
Note.

    


    EXECUTED effective the 9h day of
October, 2009.

    


    
      
        	
                ENABLE
      HOLDINGS, INC.

              
	 
      	 
      
	
                By

              	
                   

              
	
                Name:

              	
                   

              
	
                Title:

              	
                   

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    [Form of
Notice of Conversion]

    


    ENABLE
HOLDINGS, INC.

    [Address]

    


    Re:           Conversion
of Note

    


    Ladies
and Gentlemen:

    


    The undersigned owner of this Note
hereby irrevocably exercise the option to convert this Note or the portion
hereof designated, into shares of Series A Preferred Stock of Enable Holdings,
Inc., in accordance with the terms of this Note, and directs that the shares
issuable and deliverable upon the conversion, together with any check in payment
for fractional shares, be issued in the name of and delivered to the undersigned
unless a different name has been indicated below.  If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay any transfer taxes payable with respect thereto.

    


    
      
        
          
            
              	 
      	 	  
      
	 
      	 	(signature)
	 
      	 	 
      	 
      
	
                      FILL
      IN FOR REGISTRATION

                    	 	 
      	 
      
	
                      OF
      SHARES:

                    	 	 
      	 
      
	 
      	 	 
      	 
      
	
                         

                    	 	 
      	
                         

                    
	
                      (Printed
      Name)

                    	 	 
      	
                      (Social
      Security or other identifying

                      number)

                    
	 
      	 	 
      	 
      
	
                         

                    	 	 
      	
                         

                    
	
                      (Street
      Address)

                    	 	 
      	
                      (City/State/Zip
      Code)

                    
	 
      	 	 
      	 
      
	
                         

                    	 	 
      	 
      
	
                      Portion
      to be converted (if less than all)