THIS NOTE AND THE  SECURITIES  ISSUABLE  UPON  CONVERSION  HEREOF  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE  SECURITIES  LAWS.  NEITHER THIS
NOTE NOR THE SECURITIES  ISSUABLE UPON CONVERSION  HEREOF MAY BE SOLD,  PLEDGED,
TRANSFERRED,   ASSIGNED  OR  OTHERWISE  DISPOSED  OF  IN  THE  ABSENCE  OF  SUCH
REGISTRATION OR AN EXEMPTION  THEREFROM  UNDER  PROVISIONS OF THE SECURITIES ACT
AND ALL APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF ANY EXEMPTION, ONLY
IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE  REGISTRATION OF THE NOTE OR SUCH
OTHER SECURITIES


                              AUGMENT SYSTEMS, INC.

                       SECURED CONVERTIBLE PROMISSORY NOTE

                                                                      $_________


         For value received,  Augment Systems,  Inc., 2 Robbins Road,  Westford,
Massachusetts  ("Debtor") promises to pay to the order of ________________  with
an address at _______________ ("Payee") the sum of ____________ with interest on
the  unpaid  balance  at 8% per annum on or  before  the  earlier  of 4th day of
September, 1999 or (i) any sale, pledge, assignment,  transfer or disposition of
any assets of Debtor outside of the ordinary course of business, (ii) any merger
or  consolidation  of Debtor with any other entity,  other that if Debtor is the
surviving  entity of such merger or a "change of control" of Debtor (which shall
mean the  acquisition by any person,  entity or group of control of Debtor),  or
(iii)  proceeds of at least  $4,000,000  are received by Debtor from the sale or
issuance  of any debt or equity  securities  by  Debtor  (such  applicable  date
hereinafter the "Maturity Date").

         This Note is being issued  pursuant to a Loan Agreement dated as of the
date hereof by and among  Debtor,  Payee and other  lenders  (collectively,  the
"Lenders")  specified therein (as amended,  the "Loan  Agreement"),  and Payee's
rights and Debtor's  obligations  hereunder are subject to the provisions of the
Loan Agreement,  the terms of which are  incorporated  herein by this reference.
This Note is also  referred to and  entitled to the  benefits of, and payment of
this Note is secured by certain  collateral  set forth in a Security  Agreement,
dated the date hereof, between Debtor and the Lenders.

         Debtor  shall have the right to pre-pay  this Note in whole or in part,
provided any  pre-payment  shall be in multiples  of $10,000.  Such  pre-payment
shall be first credited to any accrued unpaid interest with the balance to be in
reduction of the principal sum.



<PAGE>

         At the option of the Payee,  the principal and interest due and payable
under this Note may be converted  into the form of equity  securities  issued by
Debtor in the first equity  financing  subsequent to the date hereof of at least
$4,000,000 that is completed within twelve (12) months of the date of this Note,
upon the terms and conditions of any such financing,  at the time of closing for
that equity  financing.  Debtor  shall give the Payee at least  twenty (20) days
advance notice of the closing of such financing.

         The  occurrence of an Event of Default under the Loan  Agreement  shall
constitute  an "Event of Default"  under this Note.  Upon the  occurrence  of an
Event of Default,  the Debtor agrees it shall be liable for interest at the rate
of 14 1/2% from the date of default  until paid. In the event this rate is above
the legal authorized  default rate,  Debtor shall pay the highest rate permitted
under  the laws of the State of New York from the date of  default  until  paid.
Upon an Event of Default, the holder of this Note shall be entitled to the costs
and expenses of collection  hereof,  including,  but not limited to,  reasonable
attorneys' fees.

         If any  principal or interest  payment is not made within five (5) days
of when due ("Payment  Default"),  or if any other Event of Default other than a
Payment  Default  shall occur for any reason,  and is not cured  within ten (10)
days of notice  thereof,  then in any such event,  in addition to all rights and
remedies of Payee  under  applicable  law or  otherwise,  all such rights  being
cumulative,  not  exclusive  and  enforceable  alternatively,  successively  and
concurrently,  Payee  may,  at its  option,  declare  any  or  all  of  Debtor's
obligations,  liabilities and indebtedness  owing to Payee,  including,  without
limitation,  all amounts owing under this Note, to be due and payable, whereupon
the then unpaid balance hereof together with all interest accrued thereon, shall
forthwith become due and payable,  together with interest accruing thereafter at
the then applicable rate stated above until the  indebtedness  evidenced by this
Note is paid in  full,  plus  the  costs  and  expenses  of  collection  hereof,
including but not limited to, reasonable attorney's fees.

         Debtor (i) waives diligence,  demand, presentment,  protest, and notice
of any kind,  (ii) agrees that it will not be necessary for any holder hereof to
first file suit in order to enforce  payment of this Note and (iii)  consents to
any one or more  extensions  or  postponements  of  time  of  payment,  release,
surrender or  substitution  of  collateral  security,  or  forbearance  or other
indulgence,   without  notice  or  consent.  The  pleading  of  any  statute  of
limitations  as a defense  to any  demand  against  Debtor is  expressly  hereby
waived.  Upon any  Event of  Default,  Payee  shall  have the  right but not the
obligation to set off against this Note all money owed by Payee to Debtor.

         Payee shall not be required to resort to any  collateral  for  payment,
but may proceed  against Debtor and any  guarantors or endorsers  hereof in such
order and  manner  as Payee may  choose.  None of the  rights of Payee  shall be
waived or diminished by any failure or delay in the exercise thereof.

         The  execution  and  delivery of this Note has been  authorized  by all
necessary  corporate  actions of the Debtor.  The Debtor hereby  authorizes  the
Payee to complete  this Note in any  particulars  according  to the terms of the
Loan evidenced hereby.


                                       2

<PAGE>

         Any notices that are required or permitted  under this Note may be sent
to the address of the party as it appears in this Note by either Certified Mail,
Return Receipt Requested,  or by overnight courier. In the event that it is sent
by Certified Mail, Return Receipt Requested,  the notice shall be deemed to have
been  given  three (3) days  after  same has been sent and in the event that the
Note has been sent by overnight courier,  the notice shall be deemed to be given
one (1) day after it has been sent.

         This Note and the  collateral  shall be  governed by and  construed  in
accordance  with the laws of the State of New York and shall be binding upon the
successors  and  assigns  of  Debtor  and  inure to the  benefit  of  Payee  and
successors, holders, and assigns. If any term or provisions of this Note is held
invalid,  illegal  or  unenforceable,  the  validity  of  all  other  terms  and
provisions hereof shall not be affected thereby.

         This Note may not be changed,  modified or terminated  orally, but only
by an agreement in writing signed by the Payee or the holder hereof.

         Debtor  hereby waives the right to trial by jury and any and all rights
of set off  arising in  connection  with this Note.  Debtor  hereby  irrevocably
consents to a  non-exclusive  jurisdiction  of the Supreme Court of the State of
New York,  County of New York and of the  United  States  District  Court in the
State of New York,  Southern District of New York for all purposes in connection
with any action or  proceeding  arising  out of or  relating  to this Note,  and
further  consents that any process in connection  with any proceeding  hereunder
may be served  (i)  inside or  outside  the State of New York by  Registered  or
Certified Mail, Return Receipt Requested,  and service or notice so served shall
be deemed  complete  three (3) days after same shall have been  posted,  or (ii)
such other manner as permissible  under the rules of said Courts.  Within twenty
(20) days after such mailing,  Debtors shall appear in answer to such process or
Notice of Motion or other application to said Courts, failing which Debtor shall
be deemed in  default  and  judgment  may be  entered by the holder of this Note
against Debtor for the amount of the claim and other relief requested therein.

         Failure by the Payee to insist upon the strict performance by Debtor of
any terms and provisions  herein shall not be deemed to be a waiver of any terms
and  provisions  herein,  and Payee shall retain the right  thereafter to insist
upon strict  performance  by Debtor of any and all terms and  provisions of this
note or any documents securing the repayment of this Note.

         IN WITNESS WHEREOF, the parties have set their hand and seal as of this
____ day of September, 1998.

                                               AUGMENT SYSTEMS, INC.



                                               By:______________________________



                                      3