THIS SUBRODIANTED CONVERTIBLE DEBENTURE NOTE AND THE SHARES ISSUABLE UPON
CONVERSION HEREOF AND IN LIEU OF INTEREST HEREON HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS
AND NEITHER THIS DEBENTURE NOTE, SUCH SHARES, NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF THIS NOTE OR SUCH SHARES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS NOTE OR SUCH SHARES MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.


                                 DIRECTRIX, INC.
                     SUBORDINATED CONVERTIBLE DEBENTURE NOTE

                                                              $ [FaceAmount]
March 28, 2001                                                New York, New York

         DIRECTRIX, INC., a Delaware corporation, (the "Company") for value
received, hereby promises to pay to [FirstName] [LastName] or its designee,
with an address at [Address1], [City], [State] [PostalCode] or registered
assigns (the "Holder"), the principal amount of [FaceAmtWords] and 00/100
($ [FaceAmount]) Dollars on the Maturity Date (as defined below), together with
all interest on the unpaid principal balance hereof at the rate equal to six
percent (6.0%) per annum. Interest shall be compounded and shall accrue on the
last day of each March, June, September and December and on the Maturity Date,
each such date being an "Interest Accrual Date" (calculated on the basis of a
360-day year consisting of twelve 30-day months), all as hereafter further
provided. This Subordinated Convertible Debenture shall be referred to as the
"Note."  This Note is one of series of Notes (collectively, the "Notes") being
issued by the Company pursuant to an offering letter and Subscription Agreements
of even date herewith between the Company and those persons whose name and
addresses appear on Schedule A attached to the Registration Rights Agreement
being issued contemporaneously herewith (the "Registration Rights Agreement").

         1. Payments.

         (a) Subject to the mandatory conversion provisions of Section 3 (or
earlier exercise of the Conversion Right), principal of, and all accrued and
unpaid interest on, this Note shall be due and payable in full on the Maturity
Date. The "Maturity Date" shall be the date which is the earlier of (i) March
28, 2003 and (ii) the date upon which a Conversion Event is consummated. As used
herein, a Conversion Event shall mean an initial public offering of securities
of the Company pursuant to a registration statement filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.

         (b) Interest on this Note shall accrue on each Interest Accrual Date
and be payable on the Maturity Date.

         (c) If any Interest Accrual Date or the Maturity Date would fall on a
day that is not a Business Day (as defined below), the payment due or to be
accrued on such Interest Accrual Date or Maturity Date will be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Accrual Date or the Maturity Date, as the case may be. "Business Day"
means any day which is not a Saturday or Sunday and is not a day on which
banking institutions are generally authorized or obligated to close in the City
of New York, New York.

         (d) The Company, in its discretion, shall have the right to prepay all
or any part of the principal or interest of this Note without the prior written
consent of Holder. All payments on this Note shall be applied first to accrued
interest hereon and the balance to the payment of principal hereof.

         (e) Subject to the mandatory conversion provisions of Section 3 (or
earlier exercise of the Conversion Right) and as otherwise provided below,
payments of principal and interest on this Note shall be made by check sent to
the Holder's address set forth above or to such other address as the Holder may
designate for such purpose from time to time by written notice to the Company,
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts. The
Company may elect, upon approval by a majority of its Board of Directors, to pay
interest on the outstanding Notes by the issuance of shares of the Company's
common stock, par value $.01 per share, (the "Common Stock"). If the Company
elects to pay interest on the outstanding Notes by the issuance of Common Stock
in lieu of a cash interest payment, the number of shares of Common Stock shall
be determined by dividing interest payment due by the Conversion Price (as
determined and adjusted in accordance with Sections 3 and 4 below), rounded up
to the nearest whole number of shares.

         (f) Subject to the mandatory conversion provisions of Section 3 (or
earlier exercise of the Conversion Right), the obligations to make the payments
provided for in this Note are absolute and unconditional and not subject to any
defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever.
The Company hereby expressly waives demand and presentment for payment, notice
of non-payment, notice of dishonor, protest, notice of protest, bringing of suit
and diligence in taking any action to collect any amount called for hereunder,
and shall be directly and primarily liable for the payment of all sums owing and
to be owing hereon, regardless of and without any notice, diligence, act or
omission with respect to the collection of any amount called for hereunder.

         2. Ranking of Note.

         (a) The Company and Holder acknowledge, covenant and agree that the
indebtedness represented by this Note and the payment of principal and interest
on this Note when due shall be senior to all other obligations of the Company
except that the Notes shall expressly be subordinated to the secured promissory
notes ("Secured Notes") issued pursuant to the Loan and Security Agreement dated
March 15, 1999, as amended and restated by the Amended and Restated Loan and
Security Agreement dated February 16, 2000 as further amended on October 16,
2000 by the First Amendment to the Amended and Restated Loan and Security
Agreement (as amended, the "Loan and Security Agreement"). The Notes shall have
a second lien on the Company's assets subject only to the first lien on those
assets granted in favor of the holders of the Secured Notes and any other
perfected liens on the Company's assets permitted under the terms of the Loan
and Security Agreement.

          (b) Nothing contained in this Note is intended to or shall impair, as
between the Company, its creditors, and the holder of this Note, the obligation
of the Company, which is absolute and unconditional, to pay to the Holder the
principal of and interest on this Note as and when the same shall become due and
payable in accordance with its terms, or affect the relative rights of the
Holder and the creditors of the Company, nor shall anything herein or therein
prevent the Holder from exercising all remedies otherwise permitted by
applicable law upon default under this Note.

         (c) Upon any payment or distribution of assets of the Company referred
to in this Note, the Holder shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which any such dissolution,
winding up, liquidation or reorganization proceeding affecting the affairs of
the Company is pending, or upon a certificate of the liquidating trustee or
agent or other person making any payment or distribution to the Holder for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holder of any other indebtedness of the Company, the amount
thereof or payable thereon, the amount paid or distributed thereon and all other
facts pertinent thereto or to this Note.

         3. Conversion.

         (a) The Holder shall have the right (the "Conversion Right"), at any
time after the date hereof and prior to the Maturity Date, on the terms set
forth in this Section 3, to convert the outstanding principal balance, and all
accrued interest at the time of conversion, of this Note into a number of shares
of Common Stock determined by dividing the principal amount and accrued interest
so converted (the "Conversion Amount") by $1.50 (as adjusted in accordance
herewith, the "Conversion Price"), rounded up to the nearest whole number of
shares. The Conversion Price and the number of shares of Common Stock issuable
upon conversion of this Note are subject to adjustment as hereafter provided.

         (b) So long as an Event of Default has not occurred, the Holder shall
be required to exercise the Conversion Right upon (i) the Maturity Date for the
full amount of shares of Common Stock then subject to the Conversion Right or
(ii) upon demand by the Company, if the closing price of a share of Common Stock
(determined in accordance with the second sentence of Section 4(d) below) is in
excess of $5.00 per share for any 10 consecutive trading days prior to the
Maturity Date.

         (c) To exercise the Conversion Right, the Holder, on or before the
Maturity Date, shall deliver to the Company, at its office at 236 West 26th
Street, Suite 12W, New York, New York 10001, or at such other place as is
designated in writing by the Company, a notice (the "Conversion Notice") stating
that the Holder is exercising the Conversion Right, the intended Conversion
Amount and the name or names in which the Holder wishes the certificates for
shares of Common Stock to be issued. To exercise the Company's mandatory
Conversion Right, provided for in Section 3(b)(ii) above, the Company shall
deliver to the Holder at his address specified herein a Conversion Notice; if
the Holder wishes the certificates for shares of Common Stock to be issued to a
person other than the Holder, the Holder shall provide the Company with the name
or names of such person. The Conversion Notice, once given, shall be
irrevocable; provided, however, that a Conversion Notice given after notice of a
proposed Conversion Event may be made expressly conditional upon the
consummation of such Conversion Event, in which event the Conversion Right shall
be deemed to have been exercised if and only if such Conversion Event is
actually consummated. The Conversion Amount, unless equal to the maximum amount
eligible for conversion, shall be an integral multiple of $1,500 and, if the
Conversion Notice (i) shall specify a desired Conversion Amount other than an
amount permitted by the foregoing, the Conversion Amount shall be equal to the
greatest amount so permitted which does not exceed the amount stated in the
Conversion Notice, or (ii) does not specify a desired Conversion Amount, the
Conversion Amount shall be equal to the maximum permitted Conversion Amount.

         (d) Upon exercise of the Conversion Right (or in the case of the
exercise of a Conversion Right made expressly conditional upon the occurrence of
a Conversion Event, the consummation of such Conversion Event), the Holder shall
be deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise (the "Conversion Shares"), notwithstanding that the transfer books
of the Company shall then be closed or certificates representing such Conversion
Shares shall not then have been actually delivered to the Holder. As soon as
practicable after exercise of the Conversion Right, the Company shall issue and
deliver to the Holder a certificate or certificates for the Conversion Shares
issuable upon such exercise registered in the name of the Holder or its
designee; provided, that the Company, by notice given to the Holder promptly
after receipt of the Conversion Notice, may require the Holder, as a condition
to the delivery of such certificate or certificates, to present this Note to the
Company for the placement hereon of a legend indicating that the Conversion
Right has been exercised and of the Conversion Amount, and this Note (unless
thereby paid in full) shall be immediately returned to the Holder. In the event
the Conversion Right is not exercised with respect to the entire outstanding
principal balance of this Note, interest shall accrue thereafter only on the
remaining outstanding principal balance under this Note.

         (e) The issuance of any shares or other securities upon the exercise of
the Conversion Right, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax (other than income taxes, if any) or other charge in
respect of such issuance. The Company shall not, however, be required to pay any
tax which may be payable on any transfer involved in the issue and delivery of
any certificate in a name other than that of the Holder and the Company shall
not be required to issue or deliver any such certificate unless and until the
person or persons requesting the issue thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

         (f) The Company shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for the purpose of providing
for the exercise of the Conversion Right, such number of shares of Common Stock
as shall, from time to time, be sufficient for the exercise of the Conversion
Right in full. The Company covenants that all shares of Common Stock issuable
upon exercise of the Conversion Right shall be validly issued, fully paid,
nonassessable, and free of preemptive rights.

         4.  Adjustments to Conversion Rate.

         (a) If the Company shall at any time after the date this Note is first
issued (i) declare a dividend on the outstanding Common Stock payable in shares
of its capital stock, (ii) subdivide the outstanding Common stock, (iii) combine
the outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Conversion
Price, and the number and kind of shares issuable upon conversion of this Note,
in effect at the time of the record date for such dividend or of the effective
date of such subdivision, combination, or reclassification, shall be
proportionately adjusted so that the Holder after such time shall be entitled to
receive the aggregate number and kind of shares which, if the Conversion Right
had been exercised immediately prior to such time, it would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination, or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.

         (b) If the Company shall issue or fix a record date for the issuance to
all holders of Common Stock of rights, options, or warrants to subscribe for or
purchase Common Stock (or securities convertible into or exchangeable for Common
Stock) at a price per share (or having a conversion or exchange price per share,
if a security convertible into or exchangeable for Common Stock) less than the
Current Market Price (as hereinafter defined) per share of Common Stock on such
record date, then, in each case, the number of shares of Common Stock into which
this Note shall be convertible after such record date shall be determined by
multiplying the number of shares of Common Stock into which this Note was
theretofore convertible by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding on such record date plus the number
of additional shares of Common Stock to be offered for subscription or purchase
(or into which the convertible or exchangeable securities so to be offered are
initially convertible or exchangeable) and the denominator of which shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial conversion
or exchange price of the convertible or exchangeable securities so to be
offered) would purchase at such Current Market Price. Such adjustment shall
become effective at the close of business on such record date; provided,
however, that, to the extent the shares of Common Stock (or securities
convertible into or exchangeable for shares of Common Stock) are not delivered,
the number of shares of Common Stock issuable upon conversion of this Note shall
be readjusted after the expiration of such rights, options, or warrants (but
only with respect to any portion of this Note converted after such expiration),
to the number of shares which would have been issuable upon conversion of this
Note had the adjustments made upon the issuance of such rights, options, or
warrants been made upon the basis of delivery of only the number of shares of
Common Stock (or securities convertible into or exchangeable for shares of
Common Stock) actually issued. In case any subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the board of
directors of the Company, whose determination shall be conclusive absent
manifest error. Shares of Common Stock owned by or held for the account of the
Company or any majority-owned subsidiary shall not be deemed outstanding for the
purpose of any such computation.

         (c) If the Company shall distribute to all holders of Common Stock
(including any such distribution made to the stockholders of the Company in
connection with a consolidation or merger in which the Company is the continuing
corporation) evidences of its indebtedness or assets (other than cash dividends
or distributions and dividends payable in shares of Common Stock), or rights,
options, or warrants to subscribe for or purchase Common Stock, or securities
convertible into or exchangeable for shares of Common Stock (excluding those
with respect to the issuance of which an adjustment is provided for pursuant to
Section 4(b) of this Note), then, in each case, the number of shares of Common
Stock into which this Note shall be convertible shall be determined by
multiplying the number of shares of Common Stock into which this Note was
convertible immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by a fraction, the numerator
of which shall be the Current Market Price per share of Common Stock on such
record date, and the denominator of which shall be such Current Market Price per
share of Common Stock less the fair market value (as reasonably determined in
good faith by the board of directors of the Company) of the portion of the
evidences of indebtedness or assets so to be distributed, or of such rights,
options, or warrants or convertible or exchangeable securities, applicable to
one share. Such adjustment shall be made whenever any such distribution is made,
and shall become effective on the date of such distribution retroactive to the
record date for the determination of stockholders entitled to receive such
distribution.

         (d) For the purposes of any computation under this Section 4, the
Current Market Price per share of Common Stock on any date shall be deemed to be
the average of the daily closing prices for the 30 consecutive trading days
immediately preceding the date in question. The closing price for each day shall
be the last reported sales price regular way or, in case no such reported sale
takes place on such day, the closing bid price regular way, in either case on
the principal national securities exchange (including, for purposes hereof, the
NASDAQ National Market System) on which the Common Stock is listed or admitted
to trading or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, the highest reported bid price for the Common
Stock as furnished by the National Association of Securities Dealers, Inc.
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information or if the Common Stock is not reported on NASDAQ, as quoted on the
OTC Bulletin Board. If on any such date the Common Stock is not listed or
admitted to trading on any national securities exchange and is not quoted by
NASDAQ or any similar organization, the fair value of a share of Common Stock on
such date, as reasonably determined in good faith by the board of directors of
the Company shall be used. The foregoing provisions shall also be applied to
determine the Current Market Price of any shares of capital stock of the Company
issued by the Company by reclassification of the Common Stock (including any
such reclassification in connection with a consolidation or merger in which the
Company is the surviving corporation).

         (e) No adjustment in the number of shares of Common Stock into which
this Note is convertible shall be required unless such adjustment would require
an increase or decrease of at least 1/20th of a share in the number of shares of
Common Stock into which this Note is convertible; provided, however, that any
adjustments which by reason of this Section 4(e) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.

         (f) Upon each adjustment to the number of shares of Common Stock
issuable upon conversion of this Note as a result of the calculations made in
Sections 4(b) and (c) hereof, the Conversion Price shall simultaneously be
adjusted to the price obtained by multiplying the Conversion Price in effect
immediately prior to such adjustment by a fraction, the numerator of which shall
be the number of shares of Common Stock into which this Note was convertible
immediately prior to such adjustment and the denominator of which shall be the
number of shares of Common Stock into which this Note is convertible immediately
after such adjustment.

         (g) Whenever there shall be an adjustment as provided in this Section
4, the Company shall promptly cause written notice thereof to be sent to the
Holder, which notice shall be accompanied by an officer's certificate setting
forth the number of Conversion Shares issuable upon the exercise of the
Conversion Right and the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.

         5. Registration Rights.  The Company will use its best efforts to
register for transfer the Conversion Shares promptly following the completion of
the Company's audit of its fiscal year ended March 31, 2001 and grant the
holders of the Notes piggyback registration rights pursuant to the terms of the
Registration Rights Agreement.

         6.  Covenants.  The Company covenants and agrees with the Holder that,
so long as any amount remains unpaid on the Note, unless the prior written
consent of a majority-in-interest of the Holders of the Notes is obtained, the
Company:

         (a) Shall not pay any dividend or make any distribution on, or
purchase, redeem, or retire, any shares of its capital stock or any warrants,
options, or other rights to reacquire any such shares other than dividends
payable solely in shares of its capital stock.

         (b) Shall not, and shall not permit any subsidiary to, (i) enter into
any merger or consolidation (other than a merger between the Company and any
subsidiary in which the Company is the surviving corporation), (ii) liquidate,
wind up its affairs or dissolve, or (iii) except in the ordinary course of
business, convey, sell, lease, transfer or otherwise dispose of, or purchase or
acquire, any business, assets, capital stock or other property.

         (c) Shall not, and shall not permit any subsidiary, directly or
indirectly, to enter into any transaction with or for the benefit of an
affiliate (other than reasonable compensation for services as an officer,
director or employee).

         7. Events of Default.  The occurrence of any of the following events
shall constitute an event of default (an "Event of Default"): (a) A material
default in the performance, or a breach, of any of the covenants of the Company
contained in Section 6 of this Note. (b) A material default in the performance,
or a breach, of any other covenant or agreement of the Company in this Note and
the continuance of such default or breach for a period of ten (10) days after
receipt of notice from the Holder as to such breach. (c) The entry of a decree
or order by a court having jurisdiction adjudging the Company or any subsidiary
a bankrupt or insolvent, or approving a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
subsidiary, under federal bankruptcy law, as now or hereafter constituted, or
any other applicable federal or state bankruptcy, insolvency or other similar
law, and the continuance of any such decree or order unstayed and in effect for
a period of 60 days; or the commencement by the Company or any subsidiary of a
voluntary case under federal bankruptcy law, as now or hereafter constituted, or
any other applicable federal or state bankruptcy, insolvency, or other similar
law, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under federal bankruptcy law or any other
applicable federal or state law, or the consent by it to the filing of such
petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or any subsidiary or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by the
Company or any subsidiary in furtherance of any such action.

         8. Remedies Upon Default.  Upon the occurrence of an Event of Default
referred to in Section 7, the Holder, by notice in writing given to the Company,
may declare the entire principal amount then outstanding of, and the accrued
interest on, this Note to be due and payable immediately, and upon any such
declaration the same shall become and be due and payable immediately, without
presentation, demand, protest or other formalities of any kind, all of which are
expressly waived by the Company.

         10.  Transfer.

         (a) Any Notes issued upon the transfer of this Note shall be numbered
and shall be registered in a Note Register as they are issued. The Company shall
be entitled to treat the registered holder of any Note on the Note Register as
the owner in fact thereof for all purposes and shall not be bound to recognize
any equitable or other claim to or interest in such Note on the part of any
other person, and shall not be liable for any registration or transfer of Notes
which are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is committing a breach of trust in requesting such registration or
transfer, or with the knowledge of such facts that its participation therein
amounts to bad faith. This Note shall be transferable only on the books of the
Company upon delivery thereof duly endorsed by the Holder or by his duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment, or authority to transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Note or Notes to the
person entitled thereto. This Note may be exchanged, at the option of the Holder
thereof, for another Note, or other Notes of different denominations, of like
tenor and representing in the aggregate a like principal amount, upon surrender
to the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause Notes to be transferred on its books
to any person if, in the opinion of counsel to the Company, such transfer does
not comply with the provisions of the Act and the rules and regulations
thereunder.

         (b) The Holder acknowledges that it has been advised by the Company
that neither this Note nor the Conversion Shares have been registered under the
Act, that the Note is being or has been issued and the Conversion Shares may be
issued on the basis of the statutory exemption provided by Section 4(2) of the
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering, and that the Company's reliance
thereon is based in part upon the representations made by the original Holder in
the Securities Purchase Agreement. The Holder acknowledges that it has been
informed by the Company of, or is otherwise familiar with, the nature of the
limitations imposed by the Act and the rules and regulations thereunder on the
transfer of securities. In particular, the Holder agrees that no sale,
assignment or transfer of the Note or Conversion Shares shall be valid or
effective, and the Company shall not be required to give any effect to any such
sale, assignment or transfer, unless (i) the sale, assignment or transfer of the
Note or Conversion Shares is registered under the Act, or (ii) the Note or
Conversion Shares are sold, assigned or transferred in accordance with all the
requirements and limitations of Rule 144 under the Act, it being understood that
Rule 144 is not available at the time of the original issuance of this Note for
the sale of the Note or the Conversion Shares and that there can be no assurance
that Rule 144 sales will be available at any subsequent time, or (iii) such
sale, assignment, or transfer is otherwise exempt from registration under the
Act.

         (c) Unless registered pursuant to the provisions of Section 5 hereof,
or otherwise, the Conversion Shares issued upon exercise of the Conversion Right
shall be subject to a stop transfer order and the certificate or certificates
evidencing such Conversion Shares shall bear the following legend: "THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER
SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS."

         11.  Miscellaneous.

         (a) Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by nationally recognized overnight delivery or courier
service or delivered (in person or by telecopy or similar telecommunications
equipment) against receipt to the party to whom it is to be given, (i) if to the
Company, at its address at 236 West 26th Street, Suite 12W, New York, New York
10001, Attention: Chief Executive Officer, (ii) if to the Holder, at its address
set forth on the first page hereof; or (iii) in either case, to such other
address as the party shall have furnished in writing in accordance with the
provisions of this Section 11(a). Any notice or other communication given by
certified mail shall be deemed given when certified, except for a notice
changing a party's address which shall be deemed when received. Any notice given
by other means permitted by this Section 11(a) shall be deemed given when
received.

         (b) Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note (and upon surrender of this Note,
if mutilated), and upon reimbursement of the Company's reasonable incidental
expenses, the Company shall execute and deliver to the Holder a new Note of like
date, tenor and denomination. In the case of a lost or stolen Note, the Company
may require the Holder to execute an indemnity agreement.

         (c) No course of dealing and no delay or omission on the part of the
Holder in exercising any right or remedy shall operate as a waiver thereof or
otherwise prejudice the Holder's rights, powers or remedies. No right, power or
remedy conferred by this Note upon the Holder shall be exclusive of any other
right, power or remedy referred to herein or now or hereafter available at law,
in equity, by statute or otherwise, and all such remedies may be exercised
singularly or concurrently.

         (d) Only a written instrument executed by the Company and the Holder
hereof may amend this Note. Any amendment shall be endorsed upon this Note, and
all future Holders shall be bound thereby.

         (e) The laws of the State of New York, without giving effect to
principles governing conflicts of law, shall govern this Note.

         (f) The Company irrevocably consents to the jurisdiction of the courts
of the State of New York and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with or
simultaneously with this Note, or a breach of this Note or any such document or
instrument. In any such action or proceeding, the Company waives personal
service of any summons, complaint or other process and agrees that service
thereof may be made in accordance with Section 11(a). Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the Company shall appear
or answer such summons, complaint, or other process. Should the Company so
served fail to appear or answer within such 30-day period or such extended
period, as the case may be, the Company shall be deemed in default and judgment
may be entered against the Company for the amount as demanded in any summons,
complaint or other process so served.

         IN WITNESS WHEREOF, the Company has caused this Note to be executed and
dated the day and year first above written.


                                             DIRECTRIX, INC.



                                             By:
                                                --------------------------------
                                                J. Roger Faherty, Chairman & CEO