THE  SECURITIES  REPRESENTED  BY THIS  NOTE HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933 (THE "ACT") OR  APPLICABLE  STATE  SECURITIES  LAWS (THE
"STATE  ACTS"),  AND  SHALL  NOT BE SOLD,  PLEDGED,  HYPOTHECATED,  DONATED,  OR
OTHERWISE  TRANSFERRED  (WHETHER OR NOT FOR  CONSIDERATION) BY THE HOLDER EXCEPT
UPON THE  ISSUANCE  TO THE  COMPANY OF A  FAVORABLE  OPINION  OF ITS  COUNSEL OR
SUBMISSION  TO THE  COMPANY OF SUCH OTHER  EVIDENCE  AS MAY BE  SATISFACTORY  TO
COUNSEL FOR THE COMPANY,  TO THE EFFECT THAT ANY SUCH  TRANSFER  SHALL NOT BE IN
VIOLATION OF THE ACT AND THE STATE ACTS.

                           CONVERTIBLE PROMISSORY NOTE

U. S. $  100,000.00                                            DATE:  11-9, 1999



         PROFORMANCE RESEARCH ORGANIZATION, INC., a Delaware corporation (the
"COMPANY"), is indebted and, for value received, promises to pay to the order of
JOHN C. WEINER (the "HOLDER") six (6) months from the date hereof (the "MATURITY
DATE"), (unless this Note shall have been sooner converted as herein provided),
upon presentation of this Note, ONE HUNDRED THOUSAND DOLLARS, ($100,000.00) (the
"PRINCIPAL AMOUNT") and to pay interest on the Principal Amount at the rate of
EIGHT PERCENT (8%) per annum as provided herein.

         The Company and Holder agree as follows:

         1. INTEREST. Interest shall accrue on the Principal Amount at the rate
indicated above and shall be payable until the Principal Amount is paid in full.
All accrued and unpaid interest shall be payable on the Maturity Date. All
payments of principal and interest shall be made at Holder's address shown
below, or at such other place as may be designated by the Holder hereof.

         2. PREPAYMENT. The Company may pay this Note at any time prior to the
Maturity Date without penalty by paying the Holder the Principal Amount and
Interest accrued to the date of payment.

         3. CONVERSION. The Principal Amount of this Note shall be converted
into Forty Thousand (40,000) shares, at a price of $2.50 per share, of the
Company's Common Stock (to be registered for trade) upon the declaration of
effectiveness of a registration statement under the Securities Act of 1933
covering such shares. Upon such conversion, the Principal Amount of this Note
shall be deemed to be paid in full. The Company shall pay all documentary, stamp
or other transactional taxes and charges attributable to the issuance or
delivery of shares of stock of the Company upon conversion; 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 record Holder of this Note. The
Company shall at all times reserve and keep available, free from preemptive
rights, unissued or treasury shares of Common Stock sufficient to effect the
conversion of this Note.

<PAGE>


                  3.1 CONVERSION OF UNPAID, ACCRUED INTEREST. In addition to
converting the Principal Amount as set forth in section 3 above, Holder also
agrees to convert any unpaid accrued interest on the Principal Amount, Holder
shall convert any and all unpaid, accrued interest into Common Stock of the
Company, at the rate of $2.50 per share. For purposes of calculating the number
of Shares convertible hereunder, the number of shares shall be adjusted to the
nearest whole share (with one-half share rounded up to the next whole share).

         4. DEFAULT. Upon the occurrence of the nonpayment by the Company when
due of principal and interest as provided in this Note ("Default"), Holder shall
be entitled to receive one (1) share of the Company's Common Stock for every
fifty dollars ($50.00) per month for each month that this Note remains in
Default.

         5. TRANSFER. This Note shall be transferred on the books of the Company
only by the registered Holder hereof or by his or her attorney duly authorized
in writing or by delivery to the Company of a duly executed document of
assignment. The Company shall be entitled to treat any holder of record of the
Note as the Holder-in-Fact thereof and shall not be bound to recognize any
equitable or other claim to or interest in this Note in the name of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the Laws of Colorado.

         6. SECURITY.  This Note is not secured.

         7. INDUCEMENT SHARES. As an inducement for the loan being made to the
Company, the Company is issuing to the Holder Twenty Thousand (20,000) shares of
Common Stock of the Company (the "Inducement Shares"). Holder represents that
the Inducement Shares are being acquired by Holder for investment for his own
account and not with a view to, or for the offer for sale or for the sale in
connection with, any distribution thereof. Holder covenants and agrees that he
shall not sell, assign or otherwise transfer the Inducement Shares other than in
transactions which are not in violation of the Securities Act of 1933 and
applicable state securities laws. Each stock certificate representing the
Inducement Shares shall bear the following legend, unless such legend may be
removed in accordance with its terms:

                  THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT
                  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT")
                  OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND
                  SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
                  OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY
                  THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A
                  FAVORABLE OPINION OF ITS COUNSEL OR SUBMISSION TO THE COMPANY
                  OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR
                  THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE
                  IN VIOLATION OF THE ACT AND THE STATE ACTS.

                  Holder further represents that he has such knowledge and
experience in financial and business matters so as to enable Holder to utilize
the information made available to him in connection with this transaction in
order to evaluate the merits and risks. Holder acknowledges that he can bear the
economic risk of its investment.


                                      -2-
<PAGE>


         8. COMMON STOCK WARRANTS. As an additional inducement for the loan
being made to the Company, the Company is issuing to Holder Forty Thousand
(40,000) Common Stock Warrants (one warrant for each $2.50 invested),
exercisable for a period of five (5) years from the date of this Note, at six
($6.00) dollars per share (see attached FORM of Warrant Certificate).

         9. GOVERNING LAW AND VENUE. This Note shall be governed by and
construed and enforced in accordance with the laws of the State of Colorado, or,
where applicable, the laws of the United States. Holder agrees and consents that
any action, suit or proceeding arising out of this Note shall be brought in any
appropriate court in the State of Colorado, including the United States District
for the District of Colorado, or in any other court having jurisdiction over the
subject matter.

         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal and the Holder agrees to the terms hereof.

COMPANY:

PROFORMANCE RESEARCH ORGANIZATION, INC.

By:      /S/ WILLIAM D. LEARY
         William D. Leary, President

                             HOLDER:

                             WEINER ASSOCIATES PENSION PLAN


                    By:      /S/ JOHN C. WEINER, JR.
                             --------------------------------------------------
                             Name:        John C. Weiner
                             Address:     c/o Vanguard 21st Century-Weiner, Inc.
                                          37 New Orleans Road, Suite H
                                          Hilton Head, SC   29928

                                  Social Security or Taxpayor I.D.:  ###-##-####


Note:

For Warrants and Inducement Shares:  Title in the name of John C. Weiner, Jr.

                             JOHN C. WEINER, JR.

                    By:      /S/ JOHN C. WEINER, JR.


                                      -3-