EXHIBIT 4.1

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Balance Issue Date:  January 26, 2005

                                                                     $225,000.00


             12% SENIOR SUBORDINATED SECURED NOTE DUE JUNE 15, 2005

            THIS NOTE is one of a series of duly authorized and issued 12%
Senior Subordinated Secured Notes of Knobias, Inc., a Delaware corporation,
having a principal place of business at 875 Northpark Drive, Ridgeland, MS 39157
(the "Company"), designated as its 12% Senior Subordinated Secured Note, due
June 15, 2005 (the "Note(s)").

         FOR VALUE RECEIVED, the Company promises to pay to DCOFI MASTER LDC or
its registered assigns (the "Holder"), the principal sum of $225,000.00 on June
15, 2005 or such earlier date as the Notes are required or permitted to be
repaid as provided hereunder (the "Maturity Date"), and to pay interest to the
Holder on the aggregate unconverted and then outstanding principal amount of
this Note in accordance with the provisions hereof. This Note is subject to the
following additional provisions:

         Section 1. Definitions. For the purposes hereof, in addition to the
terms defined elsewhere in this Note: (a) capitalized terms not otherwise
defined herein have the meanings given to such terms in the Purchase Agreement,
and (b) the following terms shall have the following meanings:

                  "Alternate Consideration" shall have the meaning set forth in
Section 4(c).

                  "Balance" means the difference between $500,000 and the
         aggregate amount of the Company's 12% Secured Notes due June 15, 2005
         outstanding.



                                       1
<PAGE>

                   "Balance Issue Date" shall mean the date of the issuance of
         the Balance of the Notes regardless of the number of transfers of any
         Note and regardless of the number of instruments which may be issued to
         evidence such Note.

                  "Business Day" means any day except Saturday, Sunday and any
         day which shall be a federal legal holiday in the United States or a
         day on which banking institutions in the State of New York are
         authorized or required by law or other government action to close.

                  "Change of Control Transaction" means the occurrence of any of
         (i) an acquisition after the date hereof by an individual or legal
         entity or "group" (as described in Rule 13d-5(b)(1) promulgated under
         the Exchange Act) of effective control (whether through legal or
         beneficial ownership of capital stock of the Company, by contract or
         otherwise) of in excess of 33% of the voting securities of the Company,
         or (ii) a replacement at one time or within a three year period of more
         than one-half of the members of the Company's board of directors which
         is not approved by a majority of those individuals who are members of
         the board of directors on the date hereof (or by those individuals who
         are serving as members of the board of directors on any date whose
         nomination to the board of directors was approved by a majority of the
         members of the board of directors who are members on the date hereof),
         or (iii) the execution by the Company of an agreement to which the
         Company is a party or by which it is bound, providing for any of the
         events set forth above in (i) or (ii).

                  "Common Stock" means the common stock, $ .01 par value, of the
         Company and stock of any other class into which such shares may
         hereafter have been reclassified or changed.

                  "Event of Default" shall have the meaning set forth in Section
         8.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

                  "Fundamental Transaction" shall have the meaning set forth in
         Section 4(c) hereof.

                  "Late Fees" shall have the meaning set forth in the second
         paragraph to this Note.

                  "Mandatory Prepayment Amount" for any Notes shall equal the
         sum of (i) (A) 100% of the principal amount of Notes to be prepaid,
         plus all accrued and unpaid interest thereon if such prepayment shall
         occur on or before ninety (90) days from the date hereof, or (B) 105%
         of the principal amount of Notes to be prepaid, plus all accrued and
         unpaid interest thereon if such prepayment shall occur after ninety
         (90) days from the date hereof and prior to the Maturity Date and (ii)
         all other amounts, costs, expenses and liquidated damages due in
         respect of such Notes.

                  "Penalty Shares" means 100,000 shares of registered Common
         Stock issuable to the Holder in accordance with the terms herein.



                                       2
<PAGE>

                  "Person" means a corporation, an association, a partnership,
         organization, a business, an individual, a government or political
         subdivision thereof or a governmental agency.

                  "Purchase Agreement" means the Securities Purchase Agreement,
         dated as of December 15, 2004, to which the Company and the original
         Holder are parties, as amended, modified or supplemented from time to
         time in accordance with its terms.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "Subsidiary" shall have the meaning given to such term in the
         Purchase Agreement.

                  "Trading Day" means a day on which the Common Stock is traded
         on a Trading Market.

                  "Trading Market" means the following markets or exchanges on
         which the Common Stock is listed or quoted for trading on the date in
         question: the Nasdaq SmallCap Market, the American Stock Exchange, the
         New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin
         Board.

                  "Transaction Documents" shall have the meaning set forth in
         the Purchase Agreement.

         Section 2. Interest and Prepayments.

                  a) Payment of Interest in Cash. The Company shall pay interest
         to the Holder on the aggregate and outstanding principal amount of this
         Note at the rate of 12% per annum, payable monthly in cash on the first
         day of each month, beginning on the first such date after the Balance
         Issue Date and on the Maturity Date (except that, if any such date is
         not a Business Day, then such payment shall be due on the next
         succeeding Business Day).

                  b) Payment of Unused Line Fee. The Company shall pay a fee in
         cash to the Holder equal to 4% per annum on the Balance until such time
         as the Purchaser delivers the Balance to the Company. This fee shall be
         payable monthly on the first day of each month, beginning on the first
         such date after the Original Issue Date and on the Maturity Date
         (except that, if any such date is not a Business Day, then such payment
         shall be due on the next succeeding Business Day).

                  c) Late Fee. All overdue accrued and unpaid interest to be
         paid hereunder shall entail a late fee at the rate of 20% per annum (or
         such lower maximum amount of interest permitted to be charged under
         applicable law) ("Late Fee") which will accrue daily, from the date
         such interest is due hereunder through and including the date of
         payment.



                                       3
<PAGE>

                  d) Optional Prepayment. The Company shall have the right to
         prepay, in cash, all or a portion of this Note for an amount equal to
         such percentage of the principal amount to be repaid as set forth in
         (i) and (ii) below, plus all accrued and unpaid interest thereon:

                           (i) In the event that this Note is prepaid on or
         prior to ninety (90) days from the date hereof, the prepayment shall be
         100%.

                           (ii) In the event that this Note is prepaid after
         ninety (90) days from the date hereof, the prepayment shall be 105%.

                  e) Mandatory Prepayment. In the event that the Company or its
         Subsidiaries sell debt or equity securities of any kind and receive
         proceeds in excess of $2,000,000 from such sale (regardless of whether
         the proceeds are received through one or more transactions), upon the
         closing of any such transaction, the Company shall be required to
         repay, in cash, all of the Notes in such percentages as set forth in
         Sections 2(d)(i) and (ii) above, plus all accrued and unpaid interest
         thereon.

         Section 3.         Registration of Transfers and Exchanges.

                  a) Different Denominations. This Note is exchangeable for an
         equal aggregate principal amount of Notes of different authorized
         denominations, as requested by the Holder surrendering the same. No
         service charge will be made for such registration of transfer or
         exchange.

                  b) Investment Representations. This Note has been issued
         subject to certain investment representations of the original Holder
         set forth in the Purchase Agreement and may be transferred or exchanged
         only in compliance with the Purchase Agreement and applicable federal
         and state securities laws and regulations.

                  c) Reliance on Note Register. Prior to due presentment to the
         Company for transfer of this Note, the Company and any agent of the
         Company may treat the Person in whose name this Note is duly registered
         on the Note Register as the owner hereof for the purpose of receiving
         payment as herein provided and for all other purposes, whether or not
         this Note is overdue, and neither the Company nor any such agent shall
         be affected by notice to the contrary.

         Section 4. Certain Adjustments.

                  a) Stock Dividends and Stock Splits. If the Company, at any
         time while the Notes are outstanding: (A) shall pay a stock dividend or
         otherwise make a distribution or distributions on shares of its Common
         Stock or any other equity or equity equivalent securities payable in
         shares of Common Stock, (B) subdivide outstanding shares of Common
         Stock into a larger number of shares, (C) combine (including by way of
         reverse stock split) outstanding shares of Common Stock into a smaller
         number of shares, or (D)



                                       4
<PAGE>


         issue by reclassification of shares of the Common Stock any shares of
         capital stock of the Company, then the Penalty Shares shall be adjusted
         accordingly. Any adjustment made pursuant to this Section shall become
         effective immediately after the record date for the determination of
         stockholders entitled to receive such dividend or distribution and
         shall become effective immediately after the effective date in the case
         of a subdivision, combination or re-classification.

                  b) Calculations. All calculations under this Section 4 shall
         be made to the nearest cent or the nearest 1/100th of a share, as the
         case may be. The number of shares of Common Stock outstanding at any
         given time shall not include shares of Common Stock owned or held by or
         for the account of the Company, and the description of any such shares
         of Common Stock shall be considered one issue or sale of Common Stock.
         For purposes of this Section 4, the number of shares of Common Stock
         deemed to be issued and outstanding as of a given date shall be the sum
         of the number of shares of Common Stock (excluding treasury shares, if
         any) issued and outstanding.

                  c) Fundamental Transaction. If, at any time while this Note is
         outstanding, (A) the Company effects any merger or consolidation of the
         Company with or into another Person, other than the Merger, (B) the
         Company effects any sale of all or substantially all of its assets in
         one or a series of related transactions, (C) any tender offer or
         exchange offer (whether by the Company or another Person) is completed
         pursuant to which holders of Common Stock are permitted to tender or
         exchange their shares for other securities, cash or property, or (D)
         the Company effects any reclassification of the Common Stock or any
         compulsory share exchange pursuant to which the Common Stock is
         effectively converted into or exchanged for other securities, cash or
         property (in any such case, a "Fundamental Transaction"), then upon
         issuance of the Penalty Shares, the Holder shall have the right to
         receive, for each Penalty Share that would have been issuable absent
         such Fundamental Transaction, the same kind and amount of securities,
         cash or property as it would have been entitled to receive upon the
         occurrence of such Fundamental Transaction if it had been, immediately
         prior to such Fundamental Transaction, the holder of one share of
         Common Stock (the "Alternate Consideration"). If holders of Common
         Stock are given any choice as to the securities, cash or property to be
         received in a Fundamental Transaction, then the Holder shall be given
         the same choice as to the Alternate Consideration it receives upon
         issuance of the Penalty Shares following such Fundamental Transaction.
         To the extent necessary to effectuate the foregoing provisions, any
         successor to the Company or surviving entity in such Fundamental
         Transaction shall issue to the Holder a new note consistent with the
         foregoing provisions. The terms of any agreement pursuant to which a
         Fundamental Transaction is effected shall include terms requiring any
         such successor or surviving entity to comply with the provisions of
         this paragraph (c) and insuring that this Note (or any such replacement
         security) will be similarly adjusted upon any subsequent transaction
         analogous to a Fundamental Transaction.

        Section 6. Penalty Share Issuance. In addition to all of the remedies
available to the Holder pursuant to Section 8, in the event that the principal
amount of the Note, together with all accrued, but unpaid, interest is not paid
within two (2) Trading Days of the Maturity Date, the Company shall issue the
Penalty Shares to the Holder.



                                       5
<PAGE>


        Section 7. Negative Covenants. So long as any portion of this Note is
outstanding, the Company will not and will not permit any of its Subsidiaries to
directly or indirectly:

                  a) enter into, create, incur, assume or suffer to exist any
         indebtedness or liens of any kind, on or with respect to any of its
         property or assets now owned or hereafter acquired or any interest
         therein or any income or profits therefrom that is senior to, or pari
         passu with, in any respect, the Company's obligations under the Notes;
         b) amend its certificate of incorporation, bylaws or other charter
         documents so as to adversely affect any rights of the Holder;

                  c) repay, repurchase or offer to repay, repurchase or
         otherwise acquire any of its Common Stock, Preferred Stock, or other
         equity securities; or

                  d) enter into any agreement with respect to any of the
         foregoing.

         Section 8. Events of Default.

                  a) "Event of Default", wherever used herein, means any one of
         the following events (whatever the reason and whether it shall be
         voluntary or involuntary or effected by operation of law or pursuant to
         any judgment, decree or order of any court, or any order, rule or
         regulation of any administrative or governmental body):

                           i. any default in the payment of (A) the principal of
                  amount of any Note, or (B) interest (including Late Fees) on,
                  or damages in respect of, any Note, in each case free of any
                  claim of subordination, as and when the same shall become due
                  and payable (whether on the Maturity Date or by acceleration
                  or otherwise) which default, solely in the case of an interest
                  payment or other default under clause (B) above, is not cured,
                  within 2 Trading Days;

                           ii. the Company shall fail to observe or perform any
                  other covenant or agreement contained in this Note or any of
                  the other Transaction Documents which failure is not cured, if
                  possible to cure, within the earlier to occur of (A) 5 Trading
                  Days after notice of such default sent by the Holder or by any
                  other Holder and (B) 10 Trading Days after the Company shall
                  become or should have become aware of such failure;

                           iii. a default or event of default (subject to any
                  grace or cure period provided for in the applicable agreement,
                  document or instrument) shall occur under (A) any of the
                  Transaction Documents other than the Notes, or (B) any other
                  material agreement, lease, document or instrument to which the
                  Company or any Subsidiary is bound;



                                       6
<PAGE>


                           iv. any representation or warranty made herein, in
                  any other Transaction Document, in any written statement
                  pursuant hereto or thereto, or in any other report, financial
                  statement or certificate made or delivered to the Holder or
                  any other holder of Notes shall be untrue or incorrect in any
                  material respect as of the date when made or deemed made;

                           v. (i) the Company or any of its Subsidiaries shall
                  commence, or there shall be commenced against the Company or
                  any such Subsidiary, a case under any applicable bankruptcy or
                  insolvency laws as now or hereafter in effect or any successor
                  thereto, or the Company or any Subsidiary commences any other
                  proceeding under any reorganization, arrangement, adjustment
                  of debt, relief of debtors, dissolution, insolvency or
                  liquidation or similar law of any jurisdiction whether now or
                  hereafter in effect relating to the Company or any Subsidiary
                  thereof or (ii) there is commenced against the Company or any
                  Subsidiary thereof any such bankruptcy, insolvency or other
                  proceeding which remains undismissed for a period of 60 days;
                  or (iii) the Company or any Subsidiary thereof is adjudicated
                  by a court of competent jurisdiction insolvent or bankrupt; or
                  any order of relief or other order approving any such case or
                  proceeding is entered; or (iv) the Company or any Subsidiary
                  thereof suffers any appointment of any custodian or the like
                  for it or any substantial part of its property which continues
                  undischarged or unstayed for a period of 60 days; or (v) the
                  Company or any Subsidiary thereof makes a general assignment
                  for the benefit of creditors; or (vi) the Company shall fail
                  to pay, or shall state that it is unable to pay, or shall be
                  unable to pay, its debts generally as they become due; or
                  (vii) the Company or any Subsidiary thereof shall call a
                  meeting of its creditors with a view to arranging a
                  composition, adjustment or restructuring of its debts; or
                  (viii) the Company or any Subsidiary thereof shall by any act
                  or failure to act expressly indicate its consent to, approval
                  of or acquiescence in any of the foregoing; or (ix) any
                  corporate or other action is taken by the Company or any
                  Subsidiary thereof for the purpose of effecting any of the
                  foregoing;

                           vi. the Company or any Subsidiary shall default in
                  any of its obligations under any mortgage, credit agreement or
                  other facility, indenture agreement, factoring agreement or
                  other instrument under which there may be issued, or by which
                  there may be secured or evidenced any indebtedness for
                  borrowed money or money due under any long term leasing or
                  factoring arrangement of the Company in an amount exceeding
                  $150,000, whether such indebtedness now exists or shall
                  hereafter be created and such default shall result in such
                  indebtedness becoming or being declared due and payable prior
                  to the date on which it would otherwise become due and
                  payable;

                           vii. the Common Stock shall not be eligible for
                  quotation on or quoted for trading on a Trading Market and
                  shall not again be eligible for and quoted or listed for
                  trading thereon within five Trading Days;



                                       7
<PAGE>


                           viii. the Company shall be a party to any Change of
                  Control Transaction or Fundamental Transaction, shall agree to
                  sell or dispose of all or in excess of 33% of its assets in
                  one or more transactions (whether or not such sale would
                  constitute a Change of Control Transaction) or shall redeem or
                  repurchase more than a de minimis number of its outstanding
                  shares of Common Stock or other equity securities of the
                  Company (other than repurchases of shares of Common Stock or
                  other equity securities of departing officers and directors of
                  the Company; provided such repurchases shall not exceed
                  $100,000, in the aggregate, for all officers and directors
                  during the term of this Note);

                  b) Remedies Upon Event of Default. If any Event of Default
         occurs, the full principal amount of this Note, together with interest
         and other amounts owing in respect thereof, to the date of acceleration
         shall become, at the Holder's election, immediately due and payable in
         cash. The aggregate amount payable upon an Event of Default shall be
         equal to the Mandatory Prepayment Amount. Commencing 5 days after the
         occurrence of any Event of Default that results in the eventual
         acceleration of this Note, the interest rate on this Note shall accrue
         at the rate of 20% per annum, or such lower maximum amount of interest
         permitted to be charged under applicable law. All Notes for which the
         full Mandatory Prepayment Amount hereunder shall have been paid in
         accordance herewith shall promptly be surrendered to or as directed by
         the Company. The Holder need not provide and the Company hereby waives
         any presentment, demand, protest or other notice of any kind, and the
         Holder may immediately and without expiration of any grace period
         enforce any and all of its rights and remedies hereunder and all other
         remedies available to it under applicable law. Such declaration may be
         rescinded and annulled by Holder at any time prior to payment hereunder
         and the Holder shall have all rights as a Note holder until such time,
         if any, as the full payment under this Section shall have been received
         by it. No such rescission or annulment shall affect any subsequent
         Event of Default or impair any right consequent thereon.


         Section 9. Miscellaneous.

                  a) Notices. Any and all notices or other communications or
         deliveries to be provided by the Holders hereunder shall be in writing
         and delivered personally, by facsimile, sent by a nationally recognized
         overnight courier service, addressed to the Company, at the address set
         forth above, facsimile number (601) 978-3675, ATTN: E. KEY RAMSEY,
         PRESIDENT, or such other address or facsimile number as the Company may
         specify for such purposes by notice to the Holders delivered in
         accordance with this Section. Any and all notices or other
         communications or deliveries to be provided by the Company hereunder
         shall be in writing and delivered personally, by facsimile, sent by a
         nationally recognized overnight courier service addressed to each
         Holder at the facsimile telephone number or address of such Holder
         appearing on the books of the Company, or if no such facsimile
         telephone number or address appears, at the principal place of business
         of the Holder. Any notice or other communication or deliveries
         hereunder shall be deemed given and effective on the earliest of (i)
         the date of transmission, if such notice or communication is delivered
         via facsimile at the facsimile telephone number specified in this
         Section prior to 5:30 p.m. (New York City time), (ii) the date after
         the date of transmission, if such notice or communication is delivered
         via facsimile at the facsimile telephone number specified in this
         Section later than 5:30 p.m. (New York City time) on any date and
         earlier than 11:59 p.m. (New York City time) on such date, (iii) the
         second Business Day following the date of mailing, if sent by
         nationally recognized overnight courier service, or (iv) upon actual
         receipt by the party to whom such notice is required to be given.



                                       8
<PAGE>

                  b) Absolute Obligation. Except as expressly provided herein,
         no provision of this Note shall alter or impair the obligation of the
         Company, which is absolute and unconditional, to pay the principal of,
         interest and liquidated damages (if any) on, this Note at the time,
         place, and rate, and in the coin or currency, herein prescribed. This
         Note is a direct debt obligation of the Company. This Note ranks pari
         passu with all other Notes now or hereafter issued under the terms set
         forth herein

                  c) Lost or Mutilated Note. If this Note shall be mutilated,
         lost, stolen or destroyed, the Company shall execute and deliver, in
         exchange and substitution for and upon cancellation of a mutilated
         Note, or in lieu of or in substitution for a lost, stolen or destroyed
         Note, a new Note for the principal amount of this Note so mutilated,
         lost, stolen or destroyed but only upon receipt of evidence of such
         loss, theft or destruction of such Note, and of the ownership hereof,
         and indemnity, if requested, all reasonably satisfactory to the
         Company.

                  d) Security Interest/Subordination. This Note is a direct debt
         obligation of the Company and, pursuant to the Security Agreement is
         secured by a second priority perfected security interest in all of the
         assets of the Company for the benefit of the Holders. The obligations
         of the Company to the Holders are subordinated in right of payment to
         the obligations owing to the holders of the 8% Senior Subordinated
         Secured Convertible Notes of the Company.

                  e) Governing Law. All questions concerning the construction,
         validity, enforcement and interpretation of this Note shall be governed
         by and construed and enforced in accordance with the internal laws of
         the State of New York, without regard to the principles of conflicts of
         law thereof. Each party agrees that all legal proceedings concerning
         the interpretations, enforcement and defense of the transactions
         contemplated by any of the Transaction Documents (whether brought
         against a party hereto or its respective affiliates, directors,
         officers, shareholders, employees or agents) shall be commenced in the
         state and federal courts sitting in the City of New York, Borough of
         Manhattan (the "New York Courts"). Each party hereto hereby irrevocably
         submits to the exclusive jurisdiction of the New York Courts for the
         adjudication of any dispute hereunder or in connection herewith or with
         any transaction contemplated hereby or discussed herein (including with
         respect to the enforcement of any of the Transaction Documents), and
         hereby irrevocably waives, and agrees not to assert in any suit, action
         or proceeding, any claim that it is not personally subject to the
         jurisdiction of any such court, or such New York Courts are improper or
         inconvenient venue for such proceeding. Each party hereby irrevocably
         waives personal service of process and consents to process being served
         in any such suit, action or proceeding by mailing a copy thereof via
         registered or certified mail or overnight delivery (with evidence of
         delivery) to such party at the address in effect for notices to it
         under this Note and agrees that such service shall constitute good and
         sufficient service of process and notice thereof. Nothing contained
         herein shall be deemed to limit in any way any right to serve process
         in any manner permitted by law. Each party hereto hereby irrevocably
         waives, to the fullest extent permitted by applicable law, any and all
         right to trial by jury in any legal proceeding arising out of or
         relating to this Note or the transactions contemplated hereby. If
         either party shall commence an action or proceeding to enforce any
         provisions of this Note, then the prevailing party in such action or
         proceeding shall be reimbursed by the other party for its attorneys
         fees and other costs and expenses incurred with the investigation,
         preparation and prosecution of such action or proceeding.



                                       9
<PAGE>

                  f) Waiver. Any waiver by the Company or the Holder of a breach
         of any provision of this Note shall not operate as or be construed to
         be a waiver of any other breach of such provision or of any breach of
         any other provision of this Note. The failure of the Company or the
         Holder to insist upon strict adherence to any term of this Note on one
         or more occasions shall not be considered a waiver or deprive that
         party of the right thereafter to insist upon strict adherence to that
         term or any other term of this Note. Any waiver must be in writing.

                  g) Severability. If any provision of this Note is invalid,
         illegal or unenforceable, the balance of this Note shall remain in
         effect, and if any provision is inapplicable to any person or
         circumstance, it shall nevertheless remain applicable to all other
         persons and circumstances. If it shall be found that any interest or
         other amount deemed interest due hereunder violates applicable laws
         governing usury, the applicable rate of interest due hereunder shall
         automatically be lowered to equal the maximum permitted rate of
         interest. The Company covenants (to the extent that it may lawfully do
         so) that it shall not at any time insist upon, plead, or in any manner
         whatsoever claim or take the benefit or advantage of, any stay,
         extension or usury law or other law which would prohibit or forgive the
         Company from paying all or any portion of the principal of or interest
         on this Note as contemplated herein, wherever enacted, now or at any
         time hereafter in force, or which may affect the covenants or the
         performance of this indenture, and the Company (to the extent it may
         lawfully do so) hereby expressly waives all benefits or advantage of
         any such law, and covenants that it will not, by resort to any such
         law, hinder, delay or impeded the execution of any power herein granted
         to the Holder, but will suffer and permit the execution of every such
         as though no such law has been enacted.

                  h) Next Business Day. Whenever any payment or other obligation
         hereunder shall be due on a day other than a Business Day, such payment
         shall be made on the next succeeding Business Day.

                  i) Headings. The headings contained herein are for convenience
         only, do not constitute a part of this Note and shall not be deemed to
         limit or affect any of the provisions hereof.

                              *********************


                                       10
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by a duly authorized officer as of the date first above indicated.


                                          KNOBIAS, INC.



                                          /s/ E. KEY RAMSEY
                                          ----------------------------
                                          E. Key Ramsey, President






                                       11