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                                   EXHIBIT 4.9

THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD PLEDGED, OR
TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH
APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN
OPINION OR COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN
EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE PLEDGE, OR TRANSFER
IS IN COMPLIANCE WITH APPLICABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER
IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER
JURISDICTION.

              AMENDED AND RESTATED CONVERTIBLE TERM PROMISSORY NOTE

$905,000.00                                                    December 22, 2000

         FOR VALUE RECEIVED, the undersigned E-Sync Networks, Inc., a Delaware
corporation (the "Maker"), having an address at 35 Nutmeg Drive, Trumbull, CT
06611, hereby unconditionally promises to pay to the order of the Payee listed
on the signature page hereto ("Payee"), at the office of the Payee as is set
forth on the signature page hereto, of such other office as the holder hereof
may designate, in lawful money of the United States, the principal sum of NINE
HUNDRED FIVE THOUSAND DOLLARS ($905,000.00), together with interest thereon as
provided for below.

         This Convertible Term Promissory Note (the "Note"), together with any
other Convertible Term Promissory Notes issued by the Maker on or after the date
hereof in this form in the aggregate amount of up to $1,000,000, are
collectively referred to as the "Notes".

1.       INTEREST RATE. Maker shall pay interest, in arrears, on the unpaid
principal balance hereof outstanding from time to time at a rate equal to Ten
Percent (10%) per annum. Interest shall commence to accrue on the date hereof
and shall continue until the principal hereof is paid in full (whether before or
after maturity or judgment).

         Anything contained in this Note to the contrary notwithstanding, the
Payee does not intend to charge and the Maker shall not be required to pay
interest or other charges in excess of the maximum rate permitted by applicable
law. Any payments in excess of such maximum rate shall be refunded to Maker or
credited against principal.
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2.       PAYMENT OF PRINCIPAL AND INTEREST. Maker shall pay all interest and
principal due hereon on April 15, 2001; provided, however, that in the event
that, after the date hereof and in addition to the sale of the Notes, Maker
receives additional funds of not less than $1,000,000.00 in the aggregate on
terms substantially similar to the terms of this Note (or upon other terms
determined to be satisfactory by the holder of a majority in the amount of the
Notes), then the date on which such interest and principal shall be due
hereunder shall be extended to May 31, 2001 (such date, or as extended, as the
case may be, the "Due Date"). All payments shall first be applied to interest
and then to principal.

3.       VOLUNTARY PREPAYMENT. Maker may not prepay any amounts due hereon, in
whole or in part, without the prior written consent of the Payee (which may be
withheld at Payee's sole discretion).

4.       EXPENSES. Maker shall pay the Payee, on demand, for all reasonable
costs and expenses (including, but not limited to, reasonable attorneys' fees)
incurred in the preparation of the Notes and the consummation of the loans being
made in connection herewith, and (upon a default) collection of this Note.

5.       VOLUNTARY CONVERSION. If this Note has not converted pursuant to
Section 6 below prior to the Due Date, then the Payee shall have the option to
convert this Note, at any time prior to the first to occur of (i) payment
thereof and (ii) the 180th day subsequent to the Due Date, into such whole
number of fully paid and non-assessable shares of the Maker's common stock, par
value $0.01 per share ("Common Stock"), that is equal to the quotient of (a) the
outstanding principal hereunder plus all interest accrued thereon; divided by
(b) $0.25; provided, however, that such principal and accrued interest thereon
shall not be convertible into more than 600,000 shares of Common Stock.

6.       MANDATORY CONVERSION.

         (a) RIGHTS UPON FINANCING. The outstanding principal hereunder and all
interest accrued hereon shall, automatically and without the need for further
action or consent of any party, on the initial closing date of the Next
Financing Round (as defined below), be converted into such number of fully paid
and non-assessable Preferred Shares that is equal to the quotient of (a) the
outstanding principal hereunder plus all interest accrued thereon divided by (b)
the per share initial offering price of such Preferred Shares.

         (b) DEFINITIONS. For purposes of this Section 6: (i) "Next Financing
Round" means the issuance by the Maker in its next round of outside equity or
debt financing of the Maker's preferred stock or convertible debt securities, as
the case may be (and which may include the Notes) in consideration of not less
than $3,500,000 in cash (inclusive of amounts paid by the conversion of any
Notes); and (ii) "Preferred Shares" means shares of that series of preferred
stock of the Maker, or securities convertible into the same, issued in the Next
Financing Round.
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         (c) NEGATIVE COVENANT. In order to protect Payee's conversion rights
pursuant to this Section 6, Maker shall not, while any amounts remain
outstanding on this Note, sell any preferred stock except (i) to Payee, (ii)
with the prior written consent of Payee, or (iii) in a Next Financing Round.

7.       FRACTIONAL SHARES. Upon the conversion of this Note pursuant to either
Section 5 or Section 6, no fractional shares or scrip representing fractional
shares shall be issued. With respect to any fraction of a share called for upon
the conversion of this Note or any portion hereof, a cash amount equal to such
fraction shall be paid to the Payee.

8.       DEFAULT; ACCELERATION. The occurrence of any of the following shall
constitute an "Event of Default":

         (a)      Maker shall fail to make any payment of any principal,
                  interest or other amount when due under any of the Notes and
                  such failure shall continue for a period of five (5) business
                  days.

         (b)      Maker shall be dissolved or shall make an assignment for the
                  benefit of creditors; or shall have a receiver, custodian,
                  trustee or conservator appointed for all or substantially all
                  its assets.

         (c)      Any case or proceeding under any bankruptcy, insolvency,
                  receivership or similar law affecting Maker shall be commenced
                  (provided that if such case or proceeding is not commenced by
                  Maker, same remains undismissed for a period of sixty (60)
                  days).

         (d)      Any representation or warranty of Maker contained in any Note
                  or any related document shall prove to be untrue or misleading
                  in any material respect.

Upon the occurrence, and at any time during the continuance, of an Event of
Default, Payee, at Payee's option and without the need for presentment, demand,
protest, or other notice of any kind, may declare all unpaid principal hereof
and interest hereunder to be immediately due and payable and same shall become
immediately due and payable upon such declaration. Any actions by the Payees of
the Notes pursuant to this Section 8 shall be taken by the majority in interest
of the Notes.

9.       CERTAIN WAIVERS. Maker and any endorser or guarantor hereof
(collectively, the "Obligors") and each of them: (i) waive(s) presentment,
diligence, protest, demand, notice of demand, notice of acceptance or reliance,
notice of non-payment, notice of dishonor, notice of protest and all other
notices to parties in connection with the delivery, acceptance, performance,
default or enforcement of this Note, any endorsement or guaranty of this Note,
or any collateral or other security; (ii) consent(s) to any and all delays,
extensions, renewals or other modifications
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with respect to this Note, any related document or the debt(s) or collateral
evidenced hereby or thereby or any waivers of any term hereof or thereof, any
release, surrender, taking of additional, substitution, exchange, failure to
perfect, record, preserve, realize upon, or lawfully dispose of, or any other
impairment of, any collateral or other security, or any other failure to act by
the Payee or any other forbearance or indulgence shown by the Payee, from time
to time and in one or more instances (without notice to or assent from any of
the Obligors) and agree(s) that none of the foregoing shall release, discharge
or otherwise impair any of their liabilities; (iii) agree(s) that the full or
partial release or discharge of any Obligor(s) shall not release, discharge or
otherwise impair the liabilities of any other Obligor(s); and (iv) otherwise
waive(s) any other defenses based on suretyship or impairment of collateral.

10.      COMMERCIAL TRANSACTION; JURY WAIVER. EACH OF THE PAYEE AND THE MAKER
ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL
TRANSACTION. EACH OF THE PAYEE AND THE MAKER HEREBY KNOWINGLY AND VOLUNTARILY
WAIVES TRIAL BY JURY AND THE RIGHT THERETO IN ANY ACTION OR PROCEEDING OF ANY
KIND, ARISING UNDER OR OUT OF, OR OTHERWISE RELATED TO OR OTHERWISE CONNECTION
WITH, THIS NOTE AND/OR ANY RELATED DOCUMENT.

11.      BINDING NATURE. This Note shall bind the Maker and Maker's heirs,
representatives, successors and assigns and shall inure to the benefit of the
Payee and its successors and assigns. The term "Payee" as used herein shall
include, in addition to the initial Payee, any successors, endorsees, or other
assignees of such Payee and shall also include any other holder of this Note.

12.      SUBORDINATION. Notwithstanding anything to the contrary herein, Payee
and each holder from time to time of this Note by its acceptance hereof agrees
that all payments on this Note shall be subordinate and subject in right of
payment to the prior payment in full of all Senior Debt (as defined below), and
further agrees that it shall enter into such agreements with Maker and the
holders of any such Senior Debt to acknowledge and evidence the terms of such
subordination as Maker shall from time to time reasonably request, provided,
however, that the provisions of this Section 12 and the terms of any such
agreements do not prevent or limit the exercise by Payee of its right to convert
this Note into equity pursuant to Section 5 or Section 6 hereof. For purposes of
this Note, "Senior Debt" means (a) all obligations of Maker in respect of any
indebtedness of Maker to banks, financial institutions or institutional lenders
or investors, including, without limitation, obligations in respect of
principal, premium, interest, reimbursement obligations and fees and expenses,
and (b) any and all renewals, extensions, increases or rearrangements of any of
the foregoing, in each case, whether existing on the date of this Note or
hereafter created, incurred or acquired. Without limiting or expanding the
foregoing provisions of this definition, this Note is not intended to be either
superior or subordinate in right of payment to any obligation of Maker, whether
existing on the date of this Note or hereafter created, other than Senior Debt.
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13.      GOVERNING LAW. This Note shall be governed by and construed and
interpreted in accordance with the laws of the State of Connecticut, without
regard to its rules pertaining to conflicts of laws thereunder.

14.      MISCELLANEOUS. No delay or omission by the Payee in exercising any
right or remedy hereunder or under any guaranty hereof shall operation as a
waiver of such right or remedy or any other right or remedy, and a waiver on one
occasion shall not be a bar to or waiver of any right or remedy on any other
occasion. All rights and remedies of the Payee hereunder, any other applicable
document and under applicable law shall be cumulative and not in the
alternative. No provision of this Note or any guaranty hereof may be waived or
modified orally but only by a writing signed by the party against whom
enforcement of such amendment, waiver or other modification is sought.
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         IN WITNESS WHEREOF, the Maker has executed and delivered this Note as
of the day and year first written above.

                                     E-SYNC NETWORKS, INC.


                                     By: /s/ Michael W.G. Fix
                                         -------------------------------------
                                     Name:  Michael W.G. Fix
                                     Title:    Chairman and CEO

Payee:   CE Capital Partnership, L.P.



Address:    375 Park Avenue, Suite 1604
            New York, NY 10152