EXHIBIT 10.19

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE
HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED
IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF
ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY
NOTE ISSUED IN EXCHANGE FOR THIS NOTE OR ANY SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND PAYEE HEREUNDER ARE
SUBJECT TO THE SUBORDINATION PROVISIONS SET FORTH IN SECTION 2 HEREOF. IN THE
EVENT OF A CONFLICT BETWEEN ANY TERMS OF THIS NOTE AND THE TERMS OF SUCH SECTION
2, THE TERMS OF SECTION 2 SHALL GOVERN.

        ________________________________________________________________

                               eB2B COMMERCE, INC.

No. _________                                            $______________

                       Senior Subordinated Secured Convertible Note

      eB2B Commerce, Inc., a New Jersey corporation (the "Company"), for value
received, hereby promises to pay to the order of ___________________ (the
"Payee") on the earlier of: (i) _________, 2007 [60 months after initial
issuance]; (ii) a merger or combination of the Company in which the shareholders
of the Company prior to the transaction own less than a majority of the
outstanding shares of the surviving or combined entity after such transaction (a
"Change of Control"); or (iii) the sale of all or substantially all of the
assets of the Company to one or more third parties or the purchase by a single
entity or person or group of affiliated entities or persons of issued and
outstanding shares of the Company representing more than 50% of the voting power
(the "Maturity Date") at the offices of the Company, subject to the following
sentence, the principal sum of _____________________ Dollars ($______________)
or such lesser principal amount as shall at such time be outstanding hereunder
(the "Principal Amount"). Each payment by the Company pursuant to this Note
shall be made without set-off or counterclaim and shall be made in lawful
currency of the United States of America and in immediately available funds.

      Interest on this Note shall accrue on the Principal Amount outstanding
from time to time at a rate per annum computed in accordance with Section 3
hereof and shall be payable on the Maturity Date. All payments by the Company
hereunder shall be applied first to pay any interest which is due, but unpaid,
then to reduce the Principal Amount.

      The Company (i) waives presentment, demand, protest or notice of any kind
in connection with this Note and (ii) agrees to pay to the Payee, on demand, all
costs and expenses (including reasonable legal fees and expenses) incurred in
connection with the enforcement and collection or this Note.

<PAGE>

      This Note is issued in connection with a private placement by the Company
(the "Placement") of notes (the "Notes") pursuant to a Subscription Agreement,
between the Company and the Payee (the "Subscription Agreement"), a copy of
which agreement is available for inspection at the Company's principal office.
Notwithstanding any provision to the contrary contained herein, this Note is
subject and entitled to those terms, conditions, covenants and agreements
contained in the Subscription Agreement that are expressly applicable to the
Notes. Any transferee of this Note, by its acceptance hereof, assumes the
obligations of the Payee in the Subscription Agreement with respect to the
conditions and procedures for transfer of this Note. Reference to the
Subscription Agreement shall in no way impair the absolute and unconditional
obligation of the Company to pay both principal hereof and interest hereon as
provided herein.

      The obligations of the Company under the Notes are secured by liens on the
Company's assets, including its intellectual property rights, as set forth in
and pursuant to a General Security Agreement (the "Security Agreement") of even
date herewith.

      1. Prepayment. The Principal Amount of this Note may be prepaid, without
premium, in whole or in part at any time upon fifteen (15) days' prior written
notice to the Payee (a "Prepayment Notice").

      2. Subordination. The Company, for itself, its successors and assigns,
covenants and agrees, and the Payee and each successive holder of this Note, by
its acceptance of this Note, likewise covenants and agrees (expressly for the
benefit of the present and future holders of the Senior Debt (as hereinafter
defined)), that the payment of principal of, and interest on, this Note is
hereby expressly subordinated in right of payment to the prior payment in full
of the principal of, premium (if any) and interest on, all Senior Debt of the
Company (other than the Notes), hereafter incurred or created. "Senior Debt"
means, collectively, (i) all Indebtedness for Borrowed Money (and all renewals,
extensions, refundings, amendments and modifications of any such Indebtedness
for Borrowed Money); and (ii) all payment obligations of the Company pursuant to
any capitalized lease with an entity that is not an affiliate of the Company,
unless by the terms of the instrument creating or evidencing any such
indebtedness it is expressly provided that such indebtedness is not superior in
right of payment to the Notes.

       "Indebtedness for Borrowed Money" means (i) all payment obligations of
the Company to a bank, insurance company, finance company or other institutional
lender or other entity regularly engaged in the business of extending credit in
the form of borrowed money, provided such entity is not an affiliate of the
Company (each of the foregoing, an "Institutional Lender") in respect of
extensions of credit to the Company (or to a subsidiary of the Company to the
extent such obligations are guaranteed by the Company pursuant to a written
guarantee executed by the appropriate officers of the Company) and (ii) all
obligations, contingent or otherwise, relative to the face amount of all
asset-based letters of credit, whether or not drawn, and banker's acceptances,
in each case issued for the account of the Company (other than such as may be
for the benefit of an affiliate of the Company).

      The provisions of this Section 2 are not for the benefit of the Company,
but are solely for the purpose of defining the relative rights of the holders of
the Senior Debt, on the one hand, and the holders of the Notes, on the other
hand. Nothing contained herein (i) shall impair, as between the Company and the
holder of this Note, the obligations of the Company, which are absolute and


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<PAGE>

unconditional, to pay to the holder hereof all amounts payable in respect of
this Note as and when the same shall become due and payable in accordance with
the terms hereof or (ii) is intended to or shall affect the relative rights of
the holder of this Note and the creditors of the Company, or (iii) shall prevent
the holder of this Note from exercising all rights, powers and remedies
otherwise permitted by applicable law or upon a default or Event of Default
under this Note as set forth in these subordination provisions.

      3. Computation of Interest. All computations of interest hereunder shall
be made based on the actual number of days elapsed in a year of 365 days
(including the first day but excluding the last day during which any such
Principal Amount is outstanding).

            A. Base Interest Rate. Subject to Sections 3B and 3C below, the
outstanding Principal Amount shall bear interest at the rate of seven percent
(7%) per annum.

            B. Penalty Interest. In the event this Note is not repaid on the
Maturity Date, the rate of interest applicable to the unpaid Principal Amount
shall be adjusted to twelve percent (12%) per annum from the Maturity Date until
repayment; provided, that in no event shall the interest rate exceed the Maximum
Rate provided in Section 3C below.

            C. Maximum Rate. In the event that it is determined that, under the
laws relating to usury applicable to the Company or the indebtedness evidenced
by this Note ("Applicable Usury Laws"), the interest charges and fees payable by
the Company in connection herewith or in connection with any other document or
instrument executed and delivered in connection herewith cause the effective
interest rate applicable to the indebtedness evidenced by this Note to exceed
the maximum rate allowed by law (the "Maximum Rate"), then such interest shall
be recalculated for the period in question and any excess over the Maximum Rate
paid with respect to such period shall be credited, without further agreement or
notice, to the Principal Amount outstanding hereunder to reduce said balance by
such amount with the same force and effect as though the Company had
specifically designated such extra sums to be so applied to principal and the
Payee had agreed to accept such extra payment(s) as a premium-free prepayment.
All such deemed prepayments shall be applied to the principal balance payable at
maturity. In no event shall any agreed-to or actual exaction as consideration
for this Note exceed the limits imposed or provided by Applicable Usury Laws in
the jurisdiction in which the Company is resident applicable to the use or
detention of money or to forbearance in seeking its collection in the
jurisdiction in which the Company is resident.

            D. Method of Payment. Interest on this Note shall be payable in cash
or in shares of Common Stock based on the average closing sale price for the ten
(10) trading days immediately preceding the Interest Payment Date. The method of
interest payment shall be at the option of the Company.


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<PAGE>

      4. Covenants of Company.

            A. Affirmative Covenants. The Company covenants and agrees that, so
long as this Note shall be outstanding, it will perform the obligations set
forth in this Section 4A:

                  (i) Taxes and Levies. The Company will promptly pay and
discharge all material taxes, assessments, and governmental charges or levies
imposed upon the Company or upon its income and profits, or upon any of its
property, before the same shall become delinquent, as well as all material
claims for labor, materials and supplies which, if unpaid, might become a lien
or charge upon such properties or any part thereof; provided, however, that the
Company shall not be required to pay and discharge any such tax, assessment,
charge, levy or claim so long as the validity thereof shall be contested in good
faith by appropriate proceedings and the Company shall set aside on its books
adequate reserves in accordance with generally accepted accounting principles
("GAAP") with respect to any such tax, assessment, charge, levy or claim so
contested.

                  (ii) Maintenance of Existence. The Company will do or cause to
be done all things reasonably necessary to preserve and keep in full force and
effect its corporate existence, rights and franchises and comply with all laws
applicable to the Company, except where the failure to comply would not have a
material adverse effect on the Company or otherwise in connection with an
acquisition of the Company.

                  (iii) Maintenance of Property. The Company will at all times
maintain, preserve, protect and keep its property used or useful in the conduct
of its business in good repair, working order and condition, and from time to
time make all needful and proper repairs, renewals, replacements and
improvements thereto as shall be reasonably required in the conduct of its
business.

                  (iv) Books and Records. The Company will at all times keep
true and correct books, records and accounts reflecting all of its business
affairs and transactions in accordance with GAAP.

                  (v) Notice of Certain Events. The Company will give prompt
written notice (with a description in reasonable detail) to the Payee of the
occurrence of any Event of Default or any event which, with the giving of notice
or the lapse of time, would constitute an Event of Default.

            B. Negative Covenants. The Company covenants and agrees that, so
long as this Note shall be outstanding, it will perform the obligations set
forth in this Section 4B:

                  (i) Liquidation, Dissolution. The Company will not liquidate
or dissolve, consolidate with, or merge into or with, any corporation or entity,
except that (1) any wholly-owned subsidiary may merge with another wholly-owned
subsidiary or with the Company (so long as the Company is the surviving
corporation and no Event of Default shall occur as a result thereof) and (2) the
Company may complete a merger or consolidation if the surviving entity has cash
and cash equivalents and/or net assets which are either (a) equal to or greater
than the then outstanding Principal Amount, Premium and accrued interest on the
Notes or (b) equal to or greater than the Company's cash and cash equivalents
and/or net assets immediately prior to such merger or consolidation.


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<PAGE>

                  (ii) Sales of Assets. The Company will not sell, transfer,
lease or otherwise dispose of, or grant options, warrants or other rights with
respect to, all or substantially all of its properties or assets to any person
or entity other than in connection with a transaction covered by clause (i)
above unless this Note is repaid in full prior to or in connection with such
transaction; provided that this clause (ii) shall not restrict any disposition
made in the ordinary course of business and consisting of

                        (a) capital goods which are obsolete or have no
remaining useful life; or

                        (b) finished goods inventories.

      The sale of the Company's training center business shall be deemed not to
be a sale of all or substantially all of the properties or assets of the
Company.

                  (iii) Transactions with Affiliates. The Company will not enter
into any transaction, including, without limitation, the purchase, sale, lease
or exchange of property, real or personal, the purchase or sale of any security,
the borrowing or lending of any money, or the rendering of any service, with any
person or entity affiliated with the Company (including officers, directors and
shareholders owning 3% or more of the Company's outstanding capital stock),
except upon terms not less favorable than would be obtained in a comparable
arms-length transaction with any other person or entity not affiliated with the
Company except (a) transactions valued at less than $25,000 entered into in the
ordinary course of and pursuant to the reasonable requirements of its business
and upon fair and reasonable terms not less favorable than would be obtained in
a comparable arms-length transaction with any other person or entity not
affiliated with the Company, (b) transactions with Commonwealth Associates, L.P.
or (c) transactions approved by the majority of the independent members of the
Board of Directors.

                  (iv) Investments. The Company will not purchase, own, invest
in or otherwise acquire, directly or indirectly, any stock or other securities
or make or permit to exist any investment or capital contribution or acquire any
interest whatsoever in any other person or entity or permit to exist any loans
or advances for such purposes except for investments in direct obligations of
the United States of America or any state thereof or any agency thereof,
obligations guaranteed by the United States of America or any state thereof and
certificates of deposit or other obligations of any bank or trust company
organized under the laws of the United States or any state thereof and having
capital and surplus of at least $500,000,000; provided, however, that nothing
contained in this clause (iv) shall preclude the Company from making
acquisitions, organizing and making advances to subsidiaries, and entering into
joint ventures or other business arrangements for the purpose of expanding its
business.

                  (v) Proration of Payments. The Company shall not make or
permit any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of Principal Amount or Premium or
interest payable hereunder in excess of the Payee's pro rata share of payments
then being made in respect of all Notes.


                                       5
<PAGE>

                  (vi) Indebtedness. Except for indebtedness existing on the
date hereof, the Company will not create, incur, assume or suffer to exist,
contingently or otherwise, any indebtedness for borrowed money that is either
(i) pari passu or senior in right of payment to the Notes (provided, however,
that the Company may incur Senior Debt) or (ii) at the time of incurrence would
preclude the timely repayment of this Note or otherwise render the Company
unable to pay its debts as they become due.

                  (vii) Negative Pledge. The Company will not hereafter create,
incur, assume or suffer to exist any mortgage, pledge, hypothecation,
assignment, security interest, encumbrance, lien (statutory or other),
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any financing lease) (each, a "Lien") upon any of its
property, revenues or assets, whether now owned or hereafter acquired, except:

                        (a) Liens granted to secure indebtedness incurred to
finance the acquisition (whether by purchase or capitalized lease) of tangible
assets, but only on the assets acquired with the proceeds of such indebtedness;

                        (b) Liens for taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter payable without
penalty or being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books;

                        (c) Liens of carriers, warehousemen, mechanics,
materialmen and landlords incurred in the ordinary course of business for sums
not overdue or being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books;

                        (d) Liens (other than Liens arising under the Employee
Retirement Income Security Act of 1974, as amended, or Section 412(n) of the
Internal Revenue Code of 1986, as amended) incurred in the ordinary course of
business in connection with workers' compensation, unemployment insurance or
other forms of governmental insurance or benefits, or to secure performance of
tenders, statutory obligations, leases and contracts (other than for borrowed
money) entered into in the ordinary course of business or to secure obligations
on surety or appeal bonds;

                        (e) judgment Liens in existence less than sixty (60)
days after the entry thereof or with respect to which execution has been stayed;

                        (f) the Liens in favor of the holders of the $2,000,000
principal amount of notes issued by the Company in January 2002;

                        (g) any other Permitted Liens (as defined in the
Security Agreement); and

                        (h) Liens for Senior Debt.


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<PAGE>

                  (viii) Dividends. The Company will not declare or pay any
dividends or distributions on its outstanding capital stock other than as
provided for in any certificates of designation or certificates of amendment
with respect to shares of preferred stock.

                  (ix) Acceleration of Payments. The Company shall not make any
accelerated payment under any agreement, lease, loan or any other similar
instrument, entry of judgment or otherwise, which shall exceed $50,000 in any
one instance or $100,000 in the aggregate. Notwithstanding the preceding
sentence, the Company shall be permitted to (i) pay the liabilities reflected on
the balance sheet of the Company contained in the most recently filed Quarterly
Report on Form 10-QSB and other payables which are incurred in the ordinary
course of business, (ii) pay and settle liabilities of the Company for less than
the face amounts thereof and (iii) pay and settle contingent liabilities
described in the footnotes to the financial statements.

                  (x) Executive Compensation. The Company shall not increase the
compensation payable to any current executive officer of the Company without the
approval of the majority of the independent members of the Board.

      5. Events of Default.

            A. The term "Event of Default" shall mean any of the events set
forth in this Section 5A:

                  (i) Non-Payment of Obligations. The Company shall default in
the payment of the Principal Amount, interest or Premium when and as the same
shall become due and payable, whether by acceleration or otherwise.

                  (ii) Non-Performance of Affirmative Covenants. The Company
shall default in any material respect in the due observance or performance of
any covenant set forth in Section 4A, which default shall continue uncured for
ten (10) days.

                  (iii) Non-Performance of Negative Covenants. The Company shall
default in any material respect in the due observance or performance of any
covenant set forth in Section 4B.

                  (iv) Non-Performance of Other Obligations. The Company shall
default in the due observance or performance of any other material covenant or
agreement on the part of the Company to be observed or performed pursuant to the
terms hereof, which default shall continue uncured for five (5) days after such
default has been discovered by the Company.

                  (v) Bankruptcy, Insolvency, etc. The Company shall:

                        (a) become insolvent or generally fail or be unable to
pay, or admit in writing its inability to pay, its debts as they become due;


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<PAGE>

                        (b) apply for, consent to, or acquiesce in, the
appointment of a trustee, receiver, sequestrator or other custodian for the
Company or any of its property, or make a general assignment for the benefit of
creditors;

                        (c) in the absence of such application, consent or
acquiesce in, permit or suffer to exist the appointment of a trustee, receiver,
sequestrator or other custodian for the Company or for any part of its property;

                        (d) permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution, winding up or liquidation
proceeding, in respect of the Company and, if such case or proceeding is not
commenced by the Company or converted to a voluntary case, such case or
proceeding shall be consented to or acquiesced in by the Company or shall result
in the entry of an order for relief or shall remain for 60 days undismissed; or

                        (e) take any corporate or other action authorizing or in
furtherance of, any of the foregoing.

                  (vi) Breach of Warranty. Any material representation or
warranty of the Company contained in the Subscription Agreement is or shall be
incorrect in any material respect when made.

                  (vii) Cross-Acceleration. Any indebtedness for borrowed money
of the Company or any subsidiary in an aggregate principal amount exceeding
$100,000 (1) shall be duly declared to be or shall become due and payable prior
to the stated maturity thereof, or (2) shall not be paid as and when the same
becomes due and payable, including any applicable grace period.

            B. Action if Bankruptcy. If any Event of Default described in
clauses (v)(a) through (d) of Section 5A shall occur, the outstanding Principal
Amount of this Note and all other obligations hereunder shall automatically be
and become immediately due and payable, without notice or demand.

            C. Action if Other Event of Default. If any Event of Default (other
than any Event of Default described in clauses (v)(a) through (d) of Section 5A)
shall occur for any reason, whether voluntary or involuntary, and be continuing,
the Holders may, upon notice to the Company, declare all or any portion of the
outstanding Principal Amount of this Note, together with the Premium (if
applicable) and interest accrued thereon to be due and payable and any or all
other obligations hereunder to be due and payable, whereupon the full unpaid
Principal Amount, such accrued interest and any and all other such obligations
which shall be so declared due and payable shall be and become immediately due
and payable, without further notice, demand, or presentment.

            D. Remedies. Subject to the provisions of Section 5C and 7A hereof,
in case any Event of Default shall occur and be continuing, the holders of not
less than 25% of the outstanding aggregate Principal Amount of the Notes may
proceed to protect and enforce their rights by a proceeding seeking the specific


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<PAGE>

performance of any covenant or agreement contained in this Note or in aid of the
exercise of any power granted in this Note or may proceed to enforce the payment
of this Note or to enforce any other legal or equitable rights as such holders
shall determine.

      6. Conversion of Note.

            A. Optional Conversion. The Payee shall have the right, at its
option, at any time up to and including the later of the Maturity Date or three
business days following receipt of a Maturity Notice (as defined in Section 7J
hereof), to convert all or the maximum permissible amount of the outstanding
Principal Amount of this Note, together with accrued and unpaid interest, if
any, into shares of the Company's common stock at the Conversion Price. The
"Conversion Price" shall be $[ ] per share, subject to adjustment as provided in
Section 7C. The shares of Common Stock to be issued upon such conversion are
herein referred to as the "Conversion Shares." The Payee may exercise its right
of conversion after receipt of a Prepayment Notice and prior to the date set for
prepayment.

            B. Automatic Conversion. The Company shall have the right, at its
sole discretion, to convert the outstanding Principal Amount, together with
accrued and unpaid interest, into Common Stock at the Conversion Price if:

                  (i) (a) the average closing price per share of the Company's
Common Stock equals or exceeds 200% of the then Conversion Price for twenty (20)
consecutive trading days ending within five days of each notice to the Payee of
conversion pursuant to this Section 7 (the "20-day trailing period"); (b) at
least 90% of the Company's Series B and Series C preferred stock outstanding on
January 10, 2002 have converted into Common Stock; (c) the Common Stock is then
trading on the Nasdaq SmallCap, the Nasdaq National Market or a national
securities exchange; (d) either a registration statement covering the resale of
the Conversion Shares has been declared effective by the Securities and Exchange
Commission and remains effective or Rule 144(k) is available for resale of the
Conversion Shares; and (e) the Conversion Shares are not subject to any
contractual restrictions on transferability with the Company, its underwriter or
agent.

                  (ii) prior to the Maturity Date, the Company completes a
public offering of its securities resulting in gross proceeds to the Company in
excess of $25,000,000 at a per share price in excess of 200% of the Conversion
Price, provided that (a) the Common Stock is then trading on the Nasdaq
SmallCap, the Nasdaq National Market or a national securities exchange, (b)
either a registration statement covering the Conversion Shares has been declared
effective by the Securities and Exchange Commission and remains effective or
Rule 144(k) is available for resale of the Conversion Shares, and (c) the
Conversion Shares are not subject to more than a six-month lock-up agreement
required by the Company or its underwriter.

            C. Adjustment of Conversion Price. The Conversion Price in effect at
any time and the number and kind of securities issuable upon conversion of the
Notes shall be subject to adjustment from time to time upon the happening of
certain events as follows:


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<PAGE>

                  (i) In case the Company shall hereafter (a) declare a dividend
or make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, (b) subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares, or (c) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Conversion Price in
effect at the time of such dividend or distribution or of the effective date of
such subdivision, combination or reclassification shall be adjusted so that it
shall equal the price determined by multiplying the Conversion Price by a
fraction, the denominator of which shall be the number of shares of Common Stock
outstanding after giving effect to such action, and the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
action. Such adjustment shall be made successively whenever any event listed
above shall occur.

                  (ii) Subject to the provisions of Subsections (x) and (xi)
below, in case the Company shall fix a record date for the issuance of rights or
warrants to all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common Stock (or securities convertible into Common Stock) at
a price (the "Subscription Price") (or having a conversion price per share) less
than the current market price on such record date or less than the Conversion
Price on such record date, the Conversion Price shall be adjusted so that the
same shall equal the lower of (i) the price determined by multiplying the
Conversion Price in effect immediately prior to the date of such issuance by a
fraction, the numerator of which shall be the sum of (x) the number of Common
Stock Equivalents Outstanding (as defined below) on the record date mentioned
below and (y) the number of additional shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock so
offered (plus the aggregate conversion price of the convertible securities so
offered) would purchase at such current market price per share of the Common
Stock, and the denominator of which shall be the sum of (x) the number of Common
Stock Equivalents Outstanding on such record date and (y) the number of
additional shares of Common Stock offered for subscription or purchase (or into
which the convertible securities so offered are convertible) or (ii) in the
event the Subscription Price is equal to or higher than the current market price
but is less than the Conversion Price, the price determined by multiplying the
Conversion Price in effect immediately prior to the date of issuance by a
fraction, the numerator of which shall be the sum of the (x) number of Common
Stock Equivalents Outstanding on the record date mentioned below and (y) the
number of additional shares of Common Stock which the aggregate offering price
of the total number of shares of Common Stock so offered (plus the aggregate
conversion price of the convertible securities so offered) would purchase at the
Conversion Price in effect immediately prior to the date of such issuance, and
the denominator of which shall be the sum of (x) the number of Common Stock
Equivalents Outstanding on the record date mentioned below and (y) the number of
additional shares of Common Stock offered for subscription or purchase (or into
which the convertible securities so offered are convertible). For purposes of
this Section 6C, "Common Stock Equivalents Outstanding" shall mean the number of
shares of Common Stock that is equal to the sum of (1) all shares of Common
Stock of the Company that are outstanding at the time in question, plus (2) all
shares of Common Stock of the Company issuable, directly or indirectly, upon
conversion of all shares of preferred stock, convertible notes or other stock or
other securities convertible into or exchangeable, directly or indirectly, for


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<PAGE>

shares of Common Stock without the payment of additional consideration
("Convertible Securities") that are outstanding at the time in question. Such
adjustment shall be made successively whenever such rights or warrants are
issued and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights or warrants; and
to the extent that shares of Common Stock are not delivered (or securities
convertible into Common Stock are not delivered) after the expiration of such
rights or warrants the Conversion Price shall be readjusted to the Conversion
Price which would then be in effect had the adjustments made upon the issuance
of such rights or warrants been made upon the basis of delivery of only the
number of shares of Common Stock (or securities convertible into Common Stock)
actually delivered.

                  (iii) In case the Company shall hereafter distribute to the
holders of its Common Stock evidences of its indebtedness or assets (excluding
cash dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above), then in each such case the Conversion
Price in effect thereafter shall be determined by multiplying the Conversion
Price in effect immediately prior thereto by a fraction, the numerator of which
shall be (x) the total number of Common Stock Equivalents Outstanding multiplied
by the current market price per share of Common Stock, less (y) the fair market
value (as determined by the Company's Board of Directors) of said assets or
evidences of indebtedness so distributed or of such rights or warrants, and the
denominator of which shall be the total number of Common Stock Equivalents
Outstanding multiplied by such current market price per share of Common Stock.
Such adjustment shall be made successively whenever such a record date is fixed.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date for the determination of
shareholders entitled to receive such distribution.

                  (iv) Subject to the provisions of Subsections (x) and (xi)
below, in case the Company shall hereafter issue shares of its Common Stock
(excluding shares (a) issued in any of the transactions described in Subsections
(i), (ii) or (v), (b) issued to shareholders of any corporation which merges
into the Company in proportion to their stock holdings of such corporation
immediately prior to such merger, upon such merger, (c) issued in a private
placement where the Offering Price (as defined below) is at least 85% of the
current market price and equal to or greater than the Conversion Price, (d)
issued in a bona fide public offering pursuant to a firm commitment
underwriting, (e) issued in connection with an acquisition of a business or
technology which has been approved by a majority of the Company's non-employee
directors, (f) issued in connection with the payment of interest or dividends
with respect to any securities issued to investors and/or their designees in
connection with the Placement or upon conversion or exercise of such securities,
or (g) issued upon exercise of options, warrants, convertible securities and
convertible debentures) for a consideration per share (the "Offering Price")
less than either the current market price or less than the Conversion Price, the
Conversion Price shall be adjusted immediately thereafter so that it shall equal
the lower of (i) the price determined by multiplying the Conversion Price in
effect immediately prior thereto by a fraction, the numerator of which shall be
the sum of (x) the number of Common Stock Equivalents Outstanding immediately
prior to the issuance of such additional shares and (y) the number of shares of
Common Stock which the aggregate consideration received for the issuance of such


                                       11
<PAGE>

additional shares would purchase at such current market price per share of
Common Stock, and the denominator of which shall be the number of Common Stock
Equivalents Outstanding immediately after the issuance of such additional shares
or (ii) in the event the Offering Price is equal to or higher than the current
market price per share but less than the Conversion Price, the price determined
by multiplying the Conversion Price in effect immediately prior to the date of
issuance by a fraction, the numerator of which shall be (x) the number of Common
Stock Equivalents Outstanding immediately prior to the issuance of such
additional shares and (y) the number of shares of Common Stock which the
aggregate consideration received (determined as provided in Subsection (viii)
below) for the issuance of such additional shares would purchase at the
Conversion Price in effect immediately prior to the date of such issuance, and
the denominator of which shall be the number of Common Stock Equivalents
Outstanding immediately after the issuance of such additional shares. Such
adjustment shall be made successively whenever such an issuance is made, and to
the extent that shares of Common Stock (or securities convertible into Common
Stock), expire, are cancelled or are redeemed after their issuance, the
Conversion Price shall be readjusted to the Conversion Price that would then be
in effect had the adjustments made upon the issuance of convertible securities
been made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into Common Stock) actually issued.

                  (v) Subject to the provisions of Subsections (x) and (xi)
below, in case the Company shall hereafter issue any securities convertible into
or exercisable or exchangeable for its Common Stock (excluding (a) securities
issued in transactions described in Subsections (ii), (iii) and (iv)(a) through
(g), (b) options granted to the Company's officers, directors, employees and
consultants under a plan or plans adopted by the Company's Board of Directors,
if such options would otherwise be included in this Subsection (v) (but only to
the extent that the aggregate number of shares issuable upon exercise of the
options excluded hereby and issued after the date hereof, shall not exceed 10%
of the Company's Common Stock outstanding, on a fully diluted basis, at the time
of any issuance unless such excess issuances are approved by a majority of the
non-employee members of the Company's Board of Directors or by a committee
comprised of a majority of non-employee directors) and (c) options, warrants,
convertible securities and convertible debentures outstanding as of the date
hereof or upon issuance, or subsequent exercise or conversion of, or in
connection with the payment of in kind interest or dividends with respect to,
any securities issued to investors and/or their designees in connection with the
Placement, or upon conversion or exercise of such securities) for a
consideration per share of Common Stock (the "Exchange Price") initially payable
and thereafter deliverable upon conversion, exercise or exchange of such
securities (determined as provided in Subsections (vii) and (viii) below) less
than the current market price or less than the Conversion Price, the Conversion
Price shall be adjusted immediately thereafter so that it shall equal the lower
of (i) the price determined by multiplying the Conversion Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of (x) the number of Common Stock Equivalents Outstanding immediately prior to
the issuance of such securities and (y) the number of shares of Common Stock
which the aggregate consideration paid for such securities (plus the aggregate
exercise price if such convertible securities are options or warrants) would
purchase at such current market price per share of Common Stock, and the
denominator of which shall be the sum of (x) the number of Common Stock


                                       12
<PAGE>

Equivalents Outstanding immediately prior to such issuance and (y) the maximum
number of shares of Common Stock of the Company deliverable upon conversion,
exercise or exchange of such securities at the initial Exchange Price or (ii) in
the event the Exchange Price is equal to or higher than the current market price
per share but less than the Conversion Price, the price determined by
multiplying the Conversion Price in effect immediately prior to the date of
issuance by a fraction, the numerator of which shall be the sum of (x) the
number of Common Stock Equivalents Outstanding immediately prior to the issuance
of such securities and (y) the number of shares of Common Stock which the
aggregate consideration received (determined as provided in Subsection (h)
below) for such securities would purchase at the Conversion Price in effect
immediately prior to the date of such issuance, and the denominator of which
shall be the sum of (x) the number of Common Stock Equivalents Outstanding
immediately prior to the issuance of such securities and (y) the maximum number
of shares of Common Stock of the Company deliverable upon conversion of or in
exchange for such securities at the initial conversion or exchange price or
rate. Such adjustment shall be made successively whenever such an issuance is
made; and to the extent that shares of Common Stock are not delivered after the
expiration of such securities the Conversion Price shall be readjusted to the
Conversion Price which would then be in effect had the adjustments made upon the
issuance of such securities been made upon the basis of delivery of only the
number of shares of Common Stock actually delivered.

                  (vi) No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least two
cents ($0.02) in such price; provided, however, that any adjustments which by
reason of this Section 6C are not required to be made shall be carried forward
and taken into account in any subsequent adjustment required to be made
hereunder.

                  (vii) For purposes of any computation respecting consideration
received pursuant to Subsections (iv) and (v) above, the following shall apply:

                        (a) in the case of the issuance of shares of Common
Stock for cash, the consideration shall be the amount of such cash, provided
that in no case shall any deduction be made for any commissions, discounts or
other expenses incurred by the Company for any underwriting of the issue or
otherwise in connection therewith;

                        (b) in the case of the issuance of shares of Common
Stock for a consideration in whole or in part other than cash, the consideration
other than cash shall be deemed to be the fair market value thereof as
determined in good faith by the Board of Directors of the Company (irrespective
of the accounting treatment thereof), whose determination shall be conclusive;
and

                        (c) in the case of the issuance of securities
convertible into or exchangeable for shares of Common Stock, the aggregate
consideration received therefor shall be deemed to be the consideration received
by the Company for the issuance of such securities plus the additional minimum
consideration, if any, to be received by the Company upon the conversion or
exchange thereof (the consideration in each case to be determined in the same
manner as provided in clauses (a) and (b) of this Subsection (vii)).

                  (viii) For the purpose of any computation under Subsections
(ii), (iii), (iv) and (v) above, the current market price per share of Common
Stock at any date shall be deemed to be the higher of (x) the average of the


                                       13
<PAGE>

prices for thirty (30) consecutive business days before such date or (y) the
average of the prices for the five (5) consecutive business days immediately
preceding such date determined as follows:

                        (a) If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the Nasdaq Stock Market ("Nasdaq"), the current market
value shall be the closing price of the Common Stock on such exchange or market
on such trading day or if no such sale is made on such day, the average closing
bid and asked prices for such day on such exchange or market;

                        (b) If the Common Stock is not so listed or admitted to
unlisted trading privileges, but is traded in the over-the-counter market, the
current market value shall be the mean of the average of the last reported bid
and asked prices reported by the National Quotation Bureau, Inc. for such
trading day; or

                        (c) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market value shall be an amount, not less than book value thereof as at
the end of the most recent fiscal year of the Company ending prior to such
business day, determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company.

                  (ix) All calculations under this Section 6C shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.
Anything in this Section 6C to the contrary notwithstanding, the Company shall
be entitled, but shall not be required, to make such changes in the Conversion
Price, in addition to those required by this Section 6C, as it shall determine,
in its sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision, reclassification or
combination of Common Stock, hereafter made by the Company shall not result in
any Federal Income tax liability to the holders of Common Stock or securities
convertible into Common Stock (including the Notes).

                  (x) Notwithstanding the provisions of this Section 6C, in the
event that the Company shall at any time prior to the date set forth in the last
sentence of this Subsection (x) issue securities under Subsections (ii), (iv) or
(v) (but subject to the exemptions specified therein and subject to a de minimus
exception of an aggregate of 50,000 shares of Common Stock issued or underlying
the securities) having an Offering Price, Subscription Price or Exchange Price
less than the Conversion Price (whether initially or due to provisions in such
securities requiring price reductions as a result of anti-dilution adjustments,
the passage of time, "discount to market" or similar provisions), then the
Conversion Price shall be immediately reset to equal such lower Offering Price,
Subscription Price or Exchange Price. The full-ratchet protection provided for
in this Subsection (x) shall terminate at such time as the full-ratchet
provisions of the Company's Series C preferred Stock are no longer applicable
and at least 75% of the Company's bridge warrants containing full-ratchet
anti-dilution provisions have been exercised or have expired.

                  (xi) No adjustment under Subsections (ii), (iii), (iv) and (v)
shall be required for issuances below the current market price if (A) the
current market price is equal to, or greater than, the Conversion Price then in
effect and (B) a registration statement covering the Conversion Shares is in


                                       14
<PAGE>

effect and remains in effect for the 90 days after such issuance or Rule 144(k)
under the Securities Act of 1933, as amended (the "Securities Act") is available
for resale of all of the Conversion Shares and the Conversion Shares are not
subject to any lock-up agreement with the Company, its underwriter or agent.

                  (xii) In the event that at any time, as a result of an
adjustment made pursuant to Subsection (i) above, the Payee thereafter shall
become entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon conversion of this
Note shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the Common
Stock contained in Subsections (i) to (xi), inclusive above.

            D. Mechanics of Conversion.

                  (i) Optional Conversion. Before the Payee shall be entitled to
convert this Note into Conversion Shares in accordance with Section 6A, the
Payee shall surrender this Note at the office of the Company, and shall give
written notice to the Company at its principal corporate office, of the election
to convert the same and shall state therein the name or names in which the
certificate or certificates for the Conversion Shares are to be issued. The
Company shall, as soon as practicable thereafter, issue and deliver to the
Payee, or to the nominee or nominees of Payee, a certificate or certificates for
the number of Conversion Shares to which such holder shall be entitled as
aforesaid. Such conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the Note to be
converted, and the person or persons entitled to receive the Conversion Shares
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock as of such date.

                  (ii) Automatic Conversion. In the event of a conversion
pursuant to the provisions of Section 6B hereof, the Company shall deliver to
the Payee at its address appearing on the records of the Company a written
notice of the imminent conversion of this Note (the "Conversion Notice"),
requesting surrender of this Note for cancellation and written instructions
regarding the registration and delivery of certificates for the Conversion
Shares. In the event the Payee receives a Conversion Notice, the Payee shall be
required to surrender this Note for cancellation within five business days of
the Conversion Notice (the "Conversion Date"), but the failure of the Payee so
to surrender this Note shall not affect the conversion of the outstanding
Principal Amount into Conversion Shares, provided that if the Note is not
surrendered, an affidavit of lost note shall be provided. No holder of this Note
shall be entitled upon conversion of this Note to have the Conversion Shares
registered in the name of another person or entity without first complying with
all applicable restrictions on the transfer of this Note. In the event the Payee
does not provide the Company with written instructions regarding the
registration and delivery of certificates for the Conversion Shares, the Company
shall issue such shares in the name of the Payee and shall forward such
certificates to the Payee at its address appearing on the records of the


                                       15
<PAGE>

Company. The person entitled to receive the Conversion Shares shall be deemed to
have become the holder of record of such shares at the close of business on the
Conversion Date and the person entitled to receive share certificates for the
Conversion Shares shall be regarded for all corporate purposes after the
Conversion Date as the record holder of the number of Conversion Shares to which
it is entitled upon the conversion. The Company may rely on record ownership of
this Note for all corporate purposes, notwithstanding any contrary notice. After
the Conversion Date, this Note shall, until surrendered to the Company,
represent the right to receive the Conversion Shares; provided, however, that
the Company shall have no obligation to issue the Conversion Shares until the
Payee has delivered either this Note or an affidavit of loss.

            E. Cash Payments. No fractional shares (or scrip representing
fractional shares) of Common Stock shall be issued upon conversion of this Note.
In the event that the conversion of the Principal Amount of this Note would
result in the issuance of a fractional share of Common Stock the Company shall
pay a cash adjustment in lieu of such fractional share to the holder of this
Note based upon the Conversion Price.

            F. Stamp Taxes, etc. The Company shall pay all documentary, stamp or
other transactional taxes attributable to the issuance or delivery of shares of
Common Stock upon conversion of this Note; provided, however, that the Company
shall not be required to pay any taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificate for such shares
in a name other than that of the holder of this Note, and the Company shall not
be required to issue or deliver any such certificate unless and until the person
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the Company's satisfaction that such tax
has been paid.

            G. Validity of Stock. All shares of Common Stock that may be issued
upon conversion of this Note will, upon issuance by the Company in accordance
with the terms of this Note, be validly issued, free from all taxes and liens
with respect to the issuance thereof (other than those created by the holders),
free from all pre-emptive or similar rights and fully paid and non-assessable.

            H. Reservation of Shares. The Company covenants and agrees that it
will at all times have authorized and reserved, solely for the purpose of such
possible conversion, out of its authorized but unissued shares, a sufficient
number of shares of its Common Stock to provide for the exercise in full of the
conversion rights contained in this Note.

            I. Notice of Certain Transactions. In case at any time:

                  (i) The Company shall declare any dividend upon, or other
distribution in respect of, its Common Stock;

                  (ii) The Company shall offer for subscription to the holders
of its Common Stock any additional shares of stock of any class or any other
securities convertible into shares of stock or any rights to subscribe thereto;

                  (iii) There shall be any capital reorganization or
reclassification of the capital stock of the Company, or a sale of all or
substantially all of the assets of the Company, or a consolidation or merger of
the Company with another corporation (other than a merger with a subsidiary in
which merger the Company is the continuing corporation and which does not result
in any reclassification);


                                       16
<PAGE>

                  (iv) There shall be a voluntary or involuntary dissolution;
liquidation or winding up of the Company; or

                  (v) The Conversion Price shall have been adjusted in
accordance with the provisions of Section 6C;

then, in any one or more of said cases, the Company shall cause to be mailed to
the Payee at the earliest practicable time (and, in any event not less than 10
days before any record date or other date set for definitive action), written
notice of the date on which the books of the Company shall close or a record
shall be taken for such dividend, distribution or subscription rights or such
reorganization, reclassification, sale, consolidation, merger or dissolution,
liquidation or winding-up shall take place, as the case may be. Such notice
shall also set forth such facts as shall indicate the effect of such action (to
the extent such effect may be known at the date of such notice) on the
Conversion Price and the kind and amount of the shares of stock and other
securities and property deliverable upon the conversion of this Note. Such
notice shall also specify the date as of which the holders of the Common Stock
of record shall participate in said dividend, distribution or subscription
rights or shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification, sale,
consolidation, merger or dissolution, liquidation or winding-up, as the case may
be.

      Nothing herein shall be construed as the consent of the holder of this
Note to any action otherwise prohibited by the terms of this Note or as a waiver
of any such prohibition.

            J. Notice of Maturity Date. The Company shall give written notice to
the Payee not less than 10 business days prior to event described in clause (ii)
or (iii) of the first paragraph of this Note which results in the Maturity Date
(a "Maturity Notice").

      7. Amendments and Waivers.

            A. The provisions of this Note, including, but not limited to, any
decision to convert the Notes, any waiver of the restrictive covenants or
anti-dilution provision and any change to the conversion price, may from time to
time be amended, modified or waived, if such amendment, modification or waiver
is in writing and consented to by the Company and the Holders of not less than
50% in principal amount of the Notes then outstanding (the "Required Holders");
provided, however, that no such amendment, modification or waiver which would
(i) modify this Section 7A, (ii) extend the Maturity Date for more than one
year, or (iii) reduce the Principal Amount payable hereunder shall be made
without the consent of the Payee of each Note so affected.

            B. No failure or delay on the part of the Payee in exercising any
power or right under this Note shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. No notice
to or demand on the Company in any case shall entitle it to any notice or demand


                                       17
<PAGE>

in similar or other circumstances. No waiver or approval by the Payee shall,
except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

            C. To the extent that the Company makes a payment or payments to the
Payee, and such payment or payments or any part thereof are subsequently for any
reason invalidated, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, state or federal law,
common law or equitable cause, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all rights
and remedies therefor, shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not
occurred.

            D. After any waiver, amendment or supplement under this section
becomes effective, the Company shall mail to the Payee a copy thereof.

      8.    Miscellaneous

            A. Registered Holder. The Company may consider and treat the person
in whose name this Note shall be registered as the absolute owner thereof for
all purposes whatsoever (whether or not this Note shall be overdue) and the
Company shall not be affected by any notice to the contrary. In case of transfer
of this Note by operation of law, the transferee agrees to notify the Company of
such transfer and of its address, and to submit appropriate evidence regarding
such transfer so that this Note may be registered in the name of the transferee.
This Note is transferable only on the books of the Company by the Holder hereof,
in person or by attorney, on the surrender hereof, duly endorsed. Communications
sent to any registered owner shall be effective as against all Holders or
transferees of the Note not registered at the time of sending the communication.

            B. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York. Sections 5-1401 and 5-1402 of
the General Obligations Law of the State of New York shall apply to this Note
and the Company hereby waives any right to stay or dismiss on the basis of forum
non conveniens any action or proceeding brought before the courts of the State
of New York sitting in New York County or of United States of America for the
Southern District of New York and hereby submits to the jurisdiction of such
courts.

            C. Notices. Unless otherwise provided, all notices required or
permitted under this Note shall be in writing and shall be deemed effectively
given (i) upon personal delivery to the party to be notified, (ii) upon
confirmed delivery by Federal Express or other nationally recognized courier
service providing next-business-day delivery, or (iii) three business days after
deposit with the United States Postal Service, by registered or certified mail,
postage prepaid and addressed to the party to be notified, in each case at the
address set forth below, or at such other address as such party may designate by
written notice to the other party (provided that notice of change of address
shall be effective upon receipt by the party to whom such notice is addressed).


                                       18
<PAGE>

                  If sent to Payee, notices shall be sent to the address set
forth in the Subscription Agreement.

                  If sent to the Company, notices shall be sent to the following
address:

                  eB2B Commerce, Inc.
                  665 Broadway
                  New York, New York 10012
                  Attention: Richard S. Cohan

            D. Parties in Interest. All covenants, agreements and undertakings
in this Note binding upon the Company or the Payee shall bind and inure to the
benefit of the successors and permitted assigns of the Company and the Payee,
respectively, whether so expressed or not.

            E. Waiver of Jury Trial. THE PAYEE AND THE COMPANY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND
DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE PAYEE OR THE COMPANY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE.


                                       19
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Note to be signed in its
name by its duly authorized officer.

                                    eB2B COMMERCE, INC.


                                    By
                                       ---------------------------------------
                                       Name:
                                       Title:


                                       20
<PAGE>

                            Schedule to Exhibit 10.19
                       Private Placement Promissory Notes

                       Aggregate     Amount of     Amount of      Amount of
                       Amount        1st Note      2nd Note       3rd Note
Subscriber's Name      Invested ($)  Issued ($(1)  Issued ($)(2)  Issued ($)(3)
-----------------      ------------  ------------  -------------  -------------

Robert Priddy          250,000       72,917        57,292         57,292

Alpine Ventures        300,000       87,500        68,750         68,750
  Capital Partners LP

Chesed Congregations    65,000       18,958        14,896         14,896
  of America

Jacob Safier            35,000       10,208         8,021          8,021

J.F. Shea Co., Inc.    250,000       72,917        57,292         57,292

Comvest Venture        200,000       58,333        45,833         45,833
  Partners, LP

Bruce J. Haber          25,000        7,292         5,729          5,729

Richard S. Cohan        25,000        7,292         5,729          5,729

Robert Bacchi           25,000        7,292         5,729          5,729

Michael Dodier          25,000        7,292         5,729          5,729

(1)   Note to be dated as of July 15, 2002.
(2)   Note to be dated as of September 11, 2002.
(3)   Note to be dated as of November 4, 2002.


                                       21