<PAGE>   1
                                                                    EXHIBIT 10.2



                           CONVERTIBLE PROMISSORY NOTE

U.S.$2,000,000                                                     JULY 11, 2001


                                    ARTICLE 1
                                  PRINCIPAL SUM

SECTION 1.1 PRINCIPAL SUM.

         For value received, MAPTUIT CORPORATION (the "BORROWER"), incorporated
under the laws of Ontario and having its principal office and place of business
at 133 King Street East, Toronto, Ontario, promises to pay to or to the order of
ZIXIT CORPORATION (the "LENDER"), at its offices at 2711 N. Haskell Avenue,
Suite 2850, Dallas, Texas or such other place as Lender may designate, the
principal amount of TWO MILLION DOLLARS (US$2,000,000) in lawful money of the
United States of America on July 11, 2006 (the "MATURITY DATE") together with
interest thereon as hereinafter provided (subject to the conversion privileges
set forth below).

SECTION 1.2 INTEREST.

         The principal amount outstanding from time to time shall bear interest
both before and after maturity, default and judgment from and including July 11,
2001 to the date of repayment in full at the Prime Rate (as defined below) plus
1% per annum. Interest at such rate shall accrue daily and be calculated on the
basis of an annual rate. Interest shall be payable in cash on the Maturity Date,
or at such time (and in such a manner) as the Lender converts the unpaid
principal amount and accrued interest thereon into securities of the Borrower in
accordance with Article 3 hereunder, or if an Event of Default has occurred and
the Lender has elected to accelerate the payment of the principal amount and
accrued interest thereon pursuant to Article 7 hereof. Overdue interest shall
bear interest at the same rate, calculated as aforesaid.

SECTION 1.3 PREPAYMENTS.

         The Borrower shall have no right to prepay the principal amount of this
Note, nor any interest accruing on the principal amount, in whole or in part at
any time prior to the Maturity Date.

                                    ARTICLE 2
                                 INTERPRETATION

SECTION 2.1 DEFINITIONS.

         As used in this Note, the following terms have the following meanings:



<PAGE>   2
                                      -2-




         "BUSINESS DAY" means any day of the year, other than Saturday, Sunday
         or other day on which banks are required or authorized to close in
         Toronto, Ontario.

         "CLASS A PREFERRED SHARES" means the Class A voting convertible
         preferred shares in the capital of the Borrower.

         "COMMON SHARES" means the common shares in the capital of the Borrower.

         "CONVERSION PRICE" means at any time prior to a Qualified Financing,
         $2.78 per Class A Preferred Share and on and after a Qualified
         Financing, the issue price of the Shares issued in the Qualified
         Financing (subject to adjustment as provided in Section 3.3 hereunder).

         "DEBT" means indebtedness for borrowed money, including letters of
         credit or letters of guarantee; indebtedness for the deferred purchase
         price of property or services represented by a note, bond, debenture or
         other evidence of Debt; indebtedness created or arising under any
         conditional sale or other title retention agreement with respect to
         property acquired; all current liabilities represented by a note, bond,
         debenture or other evidence of Debt; and all obligations under leases
         which have been or should be, in accordance with GAAP, recorded as
         capital leases where the Corporation is the lessee.

         "EVENT OF DEFAULT" has the meaning specified in Section 6.1.

         "GAAP" means, at any time, accounting principles generally accepted in
         Canada including those as recommended in the Handbook of the Canadian
         Institute of Chartered Accountants at the relevant time applied on a
         consistent basis.

         "GOVERNMENTAL ENTITY" means any (i) multinational, federal, provincial,
         state, municipal, local or other government, governmental or public
         department, central bank, court, commission, board, bureau, agency or
         instrumentality, domestic or foreign, (ii) any subdivision or authority
         of any of the foregoing, or (iii) any quasi-governmental or private
         body exercising any regulatory, expropriation or taxing authority under
         or for the account of any of the above.

         "IPO" means an initial public offering of Common Shares or other equity
         securities of the Borrower by way of a prospectus, registration
         statement or similar document where, or in connection with which, the
         aggregate proceeds thereof shall at least equal $5,000,000 and such
         shares or securities are to become listed and posted for trading or
         quoted on at least one of the the Toronto Stock Exchange, the New York
         Stock Exchange, or the NASDAQ National Market, together with such other
         stock exchange or exchanges as may be approved by the board of
         directors of the Borrower.




<PAGE>   3
                                      -3-





         "OPERATING DEBT" means (i) leases entered into in the ordinary course
         of business in respect of computer equipment or software; (ii) leases
         entered into in the ordinary course of business in respect of property
         other than computer equipment or software, with an initial capital cost
         of less than $75,000 in the aggregate; (iii) debt in favour of
         suppliers of inventory or equipment in the ordinary course of business
         which represents a purchase money security interest; (iv) unsecured
         debt incurred in the ordinary course of business with trade suppliers;
         (v) unsecured debt pursuant to any other contracts entered into in the
         ordinary course of business; and (vi) credit facilities obtained from a
         bank or other reputable financial institution in an aggregate amount
         not to exceed $100,000, to cover cash flow deficiencies arising in the
         ordinary course of business or to finance the acquisition of assets for
         use by the Borrower in the ordinary course of business;

         'ORIGINAL CURRENCY" has the meaning specified in Section 8.5(1).

         "OTHER CURRENCY" has the meaning specified in Section 8.5(1).

         "PERSON" means an individual, partnership, corporation, joint stock
         company, trust, unincorporated association, joint venture or other
         entity or Governmental Entity.

         "PRIME RATE" means the per annum rate of interest from time to time
         quoted, published and commonly known as the "PRIME RATE" of Canadian
         Imperial Bank of Commerce which it establishes at its main office in
         Toronto, Ontario as the reference rate of interest in order to
         determine interest rates for commercial loans in Canadian dollars to
         its Canadian borrowers, adjusted automatically with each quoted or
         published change in such rate, all without the necessity of any notice
         to the Borrower or any other person.

         "QUALIFIED FINANCING" has the meaning specified in Section 3.2.

         "SHARES" means any equity securities in the capital of the Borrower.

SECTION 2.2 GENDER AND NUMBER.

         Any reference in this Note to gender includes all genders and words
importing the singular number only include the plural and vice versa.

SECTION 2.3 HEADINGS, ETC.

         The division of this Note into Articles and Sections and the insertion
of headings are for convenient reference only and are not to affect the
interpretation of this Note.



<PAGE>   4
                                      -4-




SECTION 2.4 CURRENCY OF PAYMENT.

         The principal amount and accrued interest shall be repaid or paid in
lawful money of the United States. All references in this Note to dollars,
unless otherwise specifically indicated, are expressed in United States
currency.

SECTION 2.5 CERTAIN PHRASES, ETC.

         In this Note (i) (y) the words "INCLUDING" and "INCLUDES" mean
"INCLUDING (OR INCLUDES) WITHOUT LIMITATION" and (z) the phrase "THE AGGREGATE
OF", "THE TOTAL OF", "THE SUM OF", or a phrase of similar meaning means "THE
AGGREGATE (OR TOTAL OR SUM), WITHOUT DUPLICATION, OF", and (ii) in the
computation of periods of time from a specified date to a later specified date,
unless otherwise expressly stated, the word "FROM" means "FROM AND INCLUDING"
and the words "TO" and "UNTIL" each mean "TO BUT EXCLUDING".

SECTION 2.6 ACCOUNTING TERMS.

         All accounting terms not specifically defined in this Note shall be
interpreted in accordance with GAAP.


                                    ARTICLE 3
                                CONVERSION RIGHTS


SECTION 3.1 CONVERSION OPTION OF LENDER.

1.       So long as this Note is outstanding, at any time and from time to time,
         the Lender may, at its option, convert all or any portion of the
         outstanding principal amount and accrued interest thereon into the
         number of Class A Preferred Shares (including any fraction of a share)
         computed by dividing the aggregate of the unpaid principal amount and
         accrued interest by the Conversion Price then in effect. At the time of
         any such conversion of the aggregate of the principal amount and
         accrued interest, or a portion thereof, the rights of the Lender with
         respect to such portion of the aggregate of the principal amount and
         accrued interest so converted shall cease and the Lender shall be
         deemed to have become the record holder of the Class A Preferred Shares
         issuable upon such conversion.

2.       The Borrower covenants with the Lender that it will at all times
         reserve and keep available out of its authorized Class A Preferred
         Shares and solely for the purpose of conversion as provided herein, and
         conditionally allot to the Lender, such number of Class A Preferred
         Shares as shall then be issuable upon the conversion of this Note. The
         Borrower covenants with the Lender that all Class A Preferred Shares
         which shall be so issuable shall be duly and validly issued as
         fully-paid and non-assessable.



<PAGE>   5
                                      -5-




SECTION 3.2 REPAYMENT IN EQUITY SECURITIES.

1.       Notwithstanding Section 3.1, so long as this Note is outstanding, in
         the event that the Borrower completes an IPO, the aggregate of the
         principal amount and accrued interest shall be automatically converted,
         in its entirety, without notice or any further act of the Lender,
         effective immediately prior to the completion of the IPO, into such
         number of Class A Preferred Shares calculated by dividing the aggregate
         of the principal amount and accrued interest by the Conversion Price in
         effect immediately prior to the completion of the IPO. At the time of
         any such conversion of the aggregate of the principal amount and
         accrued interest, the rights of the Lender with respect to such debt so
         converted shall cease and the Lender shall be deemed to have become the
         record holder of the Class A Preferred Shares issuable upon such
         conversion.

2.       Notwithstanding Section 3.1, so long as this Note is outstanding, in
         the event that the Borrower completes an equity financing consisting of
         the issuance of any class or classes of equity shares of the Borrower
         to a bona fide third party which deals with the Borrower and each of
         its shareholders at arm's length (as such term is defined in the Income
         Tax Act (Canada)), resulting in aggregate net proceeds to the Borrower
         of not less than $2,000,000 DOLLARS (a "QUALIFIED FINANCING"), the
         principal amount and accrued interest thereon shall be automatically
         converted without notice or any further act of the Lender into such
         number of securities of the type and class of security and at the price
         per security sold in the Qualified Financing which, based upon such
         price, have an aggregate value equal to the aggregate of such unpaid
         principal and accrued interest. If the price per security is in a
         currency other than US Dollars, the exchange rate shall be based on the
         noon spot rate of the Bank of Canada on that day and, if that day is
         not a Business Day, on the immediately preceding Business Day. At the
         time of any such conversion of the aggregate of the principal amount
         and accrued interest, or a portion thereof, the rights of the Lender
         with respect to such portion of the aggregate of the principal amount
         and accrued interest so converted shall cease and the Lender shall be
         deemed to have become the record holder of the equity securities
         issuable upon such conversion.

SECTION 3.3 ADJUSTMENTS.

         So long as this Note is outstanding, if and whenever the Borrower
shall:

         (a)      subdivide or redivide the outstanding Class A Preferred Shares
                  into a greater number of shares; or

         (b)      reduce, combine or consolidate the outstanding Class A
                  Preferred Shares into a smaller number of shares,



<PAGE>   6
                                      -6-



the number of Class A Preferred Shares to which the Lender is entitled pursuant
to Section 3.1 or Section 3.2 as the case may be, on the date of the
subdivision, redivision, reduction, combination or consolidation, shall be
increased, in the case of the events referred to in (a) above, in the proportion
which the number of Class A Preferred Shares outstanding before the subdivision
or redivision bears to the number of Class A Preferred Shares outstanding after
the subdivision or redivision, or shall be decreased, in the case of the events
referred to in (b) above, in the proportion which the number of Class A
Preferred Shares outstanding before the reduction, combination or consolidation
bears to the number of Class A Preferred Shares outstanding after the reduction,
combination or consolidation.

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.1 REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants to the Lender as follows:

         (a)      INCORPORATION AND QUALIFICATION. The Borrower is a corporation
                  duly incorporated, organized and validly existing under the
                  laws of Ontario and is qualified, licensed or registered to
                  carry on business under the laws applicable to it in all
                  jurisdictions in which such qualification, licensing or
                  registration is necessary or where failure to be so qualified
                  would have a material adverse effect on its operations,
                  business, properties or financial condition;

         (b)      CORPORATE POWER. The Borrower has all requisite corporate
                  power and authority to (i) own, lease and operate its
                  properties and assets and to carry on its business as now
                  being conducted by it, and (ii) enter into and perform its
                  obligations under this Note (including the issuance of Common
                  Shares or equity securities of the Borrower upon conversion as
                  contemplated in Article 3) and any security documents given by
                  the Borrower as security for the repayment of the principal
                  amount and interest under this Note;

         (c)      CONFLICT WITH OTHER INSTRUMENTS. The execution and delivery by
                  the Borrower and the performance by it of its obligations
                  under, and compliance with the terms, conditions and
                  provisions of, this Note and any security documents will not
                  (i) conflict with or result in a breach of any of the terms or
                  conditions of (t) its constating documents or by-laws, (u) any
                  applicable law, rule or regulation, (v) any contractual
                  restriction binding on or affecting it or its properties, or
                  (w) any judgment, injunction, determination or award which is
                  binding on it, or (ii) result in, require or permit (x) the
                  imposition of any encumbrance in, on or with respect to any of
                  its assets or property



<PAGE>   7
                                      -7-




                  (except in favour of the Lender), (y) the acceleration of the
                  maturity of any debt binding on or affecting the Borrower, or
                  (z) any third party to terminate or acquire rights under any
                  material agreement;

         (d)      CORPORATE ACTION, GOVERNMENTAL APPROVALS, ETC. The execution
                  and delivery of this Note and any security documents by the
                  Borrower and the performance by the Borrower of its
                  obligations hereunder and thereunder have been duly authorized
                  by all necessary corporate action including, without
                  limitation, the obtaining of all necessary shareholder
                  consents. No authorization, consent, approval, registration,
                  qualification, designation, declaration or filing with any
                  person, is or was necessary in connection with the execution,
                  delivery and performance of the obligations under this Note
                  and any security documents except as are in full force and
                  effect, unamended, as at the date of this Note;

         (e)      EXECUTION AND BINDING OBLIGATION. This Note and any security
                  documents executed by the Borrower as security for this Note
                  have been duly executed and delivered by the Borrower and
                  constitute legal, valid and binding obligations of the
                  Borrower enforceable against it in accordance with their
                  terms, subject only to any limitation under applicable laws
                  relating to (i) bankruptcy, insolvency, arrangement or
                  creditors' rights generally, and (ii) the discretion that a
                  court may exercise in the granting of equitable remedies;

         (f)      INTELLECTUAL PROPERTY. The Borrower is not aware of a claim by
                  any other Person of any infringement or breach of its
                  industrial or intellectual property rights by the Borrower,
                  nor has the Borrower received any notice that the conduct of
                  its business, including the use of its intellectual property,
                  infringes upon or breaches any industrial or intellectual
                  property rights of any other Person. The Borrower has no
                  knowledge of any infringement or violation of any of its
                  rights in its intellectual property, and has taken all
                  necessary steps to protect its intellectual property rights.

         (g)      AUTHORIZATIONS, ETC. The Borrower possesses all
                  authorizations, permits, consents, registrations and approvals
                  necessary to properly conduct its businesses and all such
                  authorizations, permits, consents, registrations and approvals
                  are in good standing and in full force and effect; and

         (h)      NO MATERIAL ADVERSE AGREEMENT. The Borrower is not a party to
                  any agreement or instrument or subject to any restriction
                  (including any restriction set forth in its constating
                  documents, by-laws or any



<PAGE>   8
                                      -8-



                  shareholders' agreement applicable to it) which has or, to the
                  best of its knowledge, in the future may have a material
                  adverse effect.

                                    ARTICLE 5
                                    COVENANTS

SECTION 5.1 AFFIRMATIVE COVENANTS.

         So long as any amount owing under this Note remains unpaid or the
Borrower has any obligation under this Note, and unless prior consent is given
by the Lender in writing, the Borrower shall:

         (a)      maintain in full force and effect its corporate existence and
                  take all reasonable steps to maintain approvals to carry on
                  its business or to own or lease its property and assets;

         (b)      maintain adequate insurance on all the property and assets of
                  the Borrower against loss or damage in amounts, against perils
                  and with insurers acceptable to the Lender acting reasonably;

         (c)      deliver to the Lender, (i) from time to time upon request of
                  the Lender, evidence of the maintenance of all insurance
                  required to be maintained, including originals or copies as
                  the Lender may request of policies, certificates of insurance,
                  riders, endorsements and proof of premium payments, (ii)
                  promptly upon becoming aware thereof, a notice of any actions,
                  suits, arbitrations or other proceedings or threatened
                  actions, suits, arbitrations or other proceedings which could
                  reasonably be expected to have a material adverse effect, and
                  (iii) such other information respecting the condition or
                  operations, financial or otherwise, of the business of the
                  Borrower as the Lender may from time to time reasonably
                  request;

         (d)      comply in all material respects with all applicable laws,
                  rules, regulations and orders, such compliance to include,
                  without limitation, paying when due all taxes, assessments and
                  governmental charges or levies assessed or imposed upon it or
                  upon its income or profits or any of its property except to
                  the extent the same are contested in good faith and
                  diligently;

         (e)      keep adequate and accurate records and books of account in
                  which complete entries will be made reflecting all financial
                  transactions and prepare its financial statements in
                  accordance with GAAP;

         (f)      maintain all property and assets that are not obsolete or
                  redundant in good condition and repair (normal wear and tear
                  excepted) and pay



<PAGE>   9
                                      -9-




                  and discharge or cause to be paid and discharged when due the
                  cost of repairs to or maintenance of the same;

         (g)      advise the Lender forthwith upon becoming aware of the
                  occurrence of an Event of Default or of any default, or event,
                  condition or occurrence which with notice or lapse of time, or
                  both, would constitute a default of its obligations hereunder
                  (a "DEFAULT") and the action which the Borrower proposes to
                  take or has taken;

         (h)      at its cost and expense, and upon the request of the Lender,
                  duly execute and deliver, or cause to be duly executed and
                  delivered, to the Lender such further instruments and
                  documents and cause to be done such further acts and things as
                  may be necessary or proper in the reasonable opinion of the
                  Lender to carry out more effectively the provisions and
                  purposes of this Note; and

         (i)      promptly cure or cause to be cured any defects in the
                  execution and delivery of any of the security documents or any
                  defects in the validity or enforceability of any of the
                  security given by the Borrower and at its expense, execute and
                  deliver or cause to be executed and delivered, all such
                  agreements, instruments and other documents (including the
                  filing of any financing statements or financing change
                  statements) as the Lender may consider necessary or desirable
                  to protect or otherwise perfect its security interest in the
                  Borrower's property and assets.

SECTION 5.2 NEGATIVE COVENANTS.

         So long as any amount owing under the Note remains unpaid, the Borrower
shall not, without the consent of the Lender:

         (a)      make any material change in the nature of its business;

         (b)      create, incur, assume or suffer to exist any Debt other than
                  Operating Debt;

         (c)      create, incur, grant, assume or suffer to exist any mortgages,
                  charges or security interests over its property and assets;

         (d)      enter into transactions (whether by way of reconstruction,
                  reorganization, consolidation, amalgamation, merger, transfer,
                  sale or otherwise) whereby all or any material part of its
                  undertaking, property and assets would become the property of
                  any other person, firm or corporation or, in the case of any
                  such amalgamation, of the continuing corporation resulting
                  therefrom;

         (e)      declare, make, pay or commit to any form of distribution or
                  reduction of the profits of the Borrower or of its capital,
                  including (i) any



<PAGE>   10
                                      -10-



                  dividend (including stock dividends) or other distribution on
                  any present or future shares, (ii) the purchase, redemption or
                  retirement or acquisition any of its shares, or any option,
                  warrant or other right to acquire any such shares, or apply or
                  set apart any of its assets therefor, (iii) bonuses to
                  shareholders, (iv) payment on account of loans made to
                  shareholders of the Borrower, or (v) payment of any bonuses or
                  management fees other than in the ordinary course consistent
                  with past practice of the Borrower;

         (f)      amend its articles or by-laws, change its capital structure or
                  enter into any agreement or make any offer to do so, other
                  than as required by any unanimous shareholders agreement to
                  which the Borrower is a party;

         (g)      sell, exchange, lease, release or abandon or otherwise dispose
                  of any assets or properties (other than securities) to any
                  person other than (i) bona fide sales, exchanges, leases,
                  abandonments or other dispositions in the ordinary course of
                  business for the purpose of carrying on its business and at
                  fair market value, and (ii) property or assets (other than
                  securities) which have no material economic value in the
                  business or are obsolete;

         (h)      incorporate or acquire any subsidiaries or commence to carry
                  on its business otherwise than through the Borrower;

         (i)      make any payments outside the ordinary course of business or
                  make any prepayments of professional fees or place any funds
                  on trust with third parties.

                                    ARTICLE 6
                                EVENTS OF DEFAULT

SECTION 6.1 EVENTS OF DEFAULT.

         The occurrence of any of the following events shall constitute an
"EVENT OF DEFAULT" under this Note:

         (a)      The Borrower fails to pay any amount due to the Lender under
                  this Note when such amount becomes due and payable;

         (b)      The Borrower fails to perform, observe or comply with any
                  other term, covenant, condition or provision this Note or any
                  security given by the Borrower and such failure remains
                  unremedied for ten (10) days following notice of such failure
                  by the Lender to the Borrower;



<PAGE>   11
                                      -11-



         (c)      Any material representation or warranty made by the Borrower
                  in any security given by the Borrower shall prove to have been
                  incorrect when made or deemed to be made; and, if the
                  circumstances giving rise to the incorrect representation or
                  warranty are capable of modification or rectification (such
                  that, thereafter the representation or warranty would be
                  correct), the representation or warranty remains uncorrected
                  for a period of ten (10) days following notice of such failure
                  by the Lender to the Borrower;

         (d)      The Borrower ceases to carry on business;

         (e)      Any judgment or order for the payment of money in excess of
                  $100,000 is rendered against the Borrower and either (i)
                  enforcement proceedings have been commenced by a creditor upon
                  the judgment or order, or (ii) there is any period of two
                  consecutive days during which a stay of enforcement of the
                  judgment or order, by reason of a pending appeal or otherwise,
                  is not in effect;

         (f)      The Borrower fails to pay the principal of, or premium or
                  interest on, any of its debt (excluding this Note) which is
                  outstanding in an aggregate principal amount exceeding
                  $100,000 when such amount becomes due and payable (whether by
                  scheduled maturity, required prepayment, acceleration, demand
                  or otherwise) and such failure continues after the applicable
                  grace period, if any, specified in the agreement or instrument
                  relating to the debt; or any other event occurs or condition
                  exists and continues after the applicable grace period, if
                  any, specified in any agreement or instrument relating to any
                  such debt, if its effect is to accelerate, or permit the
                  acceleration of the debt; or any such debt shall be declared
                  to be due and payable prior to its stated maturity;

         (g)      The Borrower sells, exchanges, leases, releases or abandons or
                  otherwise disposes of any assets or properties (other than
                  securities) to any person other than (i) bona fide sales,
                  exchanges, leases, abandonments or other dispositions in the
                  ordinary course of business for the purpose of carrying on its
                  business and at fair market value, and (ii) property or assets
                  (other than securities) which have no material economic value
                  in the business or are obsolete;

         (h)      The Borrower (i) becomes insolvent or generally not able to
                  pay its debts as they become due, (ii) admits in writing its
                  inability to pay its debts generally or makes a general
                  assignment for the benefit of creditors, (iii) institutes or
                  has instituted against it any proceeding seeking (a) to
                  adjudicate it a bankrupt or insolvent, (b) liquidation,
                  winding-up, reorganization, arrangement, adjustment,
                  protection,



<PAGE>   12
                                      -12-



                  relief or composition of it or its debts under any law
                  relating to bankruptcy, insolvency, reorganization or relief
                  of debtors including any plan of compromise or arrangement or
                  other corporate proceeding involving its creditors, or (c) the
                  entry of an order for relief or the appointment of a receiver,
                  trustee or other similar official for it or for any
                  substantial part of its properties and assets, and in the case
                  of any such proceeding instituted against it (but not
                  instituted by it), either the proceeding remains undismissed
                  or unstayed for a period of 30 days, or any of the actions
                  sought in such proceeding (including the entry of an order for
                  relief against it or the appointment of a receiver, trustee,
                  custodian or other similar official for it or for any
                  substantial part of its properties and assets) occurs, or (iv)
                  takes any corporate action to authorize any of the above
                  actions; or

         (i)      There has occurred any material adverse change in, or
                  developments likely to have a material adverse effect on, the
                  assets, business, operations, undertaking or condition
                  (financial or otherwise) of the Borrower; ARTICLE 7
                  ENFORCEMENT

SECTION 7.1 REMEDIES.

1.       Upon the occurrence of an Event of Default, the balance of the
         principal amount and all interest due hereunder shall, at the election
         of the Lender, become immediately due and payable.

2.       Upon the occurrence of an Event of Default and acceleration of the
         amounts outstanding hereunder, the Lender may commence such legal
         action or proceedings as it in its sole discretion, may deem expedient,
         including without limitation, the commencement of enforcement
         proceedings under any security granted by the Borrower or others to the
         Lender, all without any additional notice, presentation, demand,
         protest, notice of dishonour, entering into of possession of any of the
         property or assets, or any other action or notice, of all of which the
         Borrower hereby expressly waives. The rights and remedies of the Lender
         hereunder are cumulative and are in addition to and not in substitution
         for any other rights or remedies provided by law. Nothing contained
         herein or in any security hereafter held by the Lender with respect to
         the indebtedness or liability of the Borrower to the Lender, or any
         part thereof, nor any act or omission of the Lender with respect to
         such security, shall in any way prejudice or affect the rights,
         remedies and powers of the Lender with respect to any other such
         security.



<PAGE>   13
                                      -13-



                                    ARTICLE 8
                                  MISCELLANEOUS

SECTION 8.1 NOTICES.

         Any notice, direction or other communication to be given under this
Note shall, except as otherwise permitted, be in writing and given by delivering
it or sending it by facsimile or other similar form of recorded communication
addressed:

         (a)      to the Borrower at:

                  133 King Street East
                  2nd Floor
                  Toronto, Ontario
                  M5C 1G6

                  Attention:              Secretary

                  Telephone:              (416) 367-7301
                  Facsimile:              (416) 367-7333

         (d)      to the Lender at:

                  2711 N. Haskell Avenue
                  Suite 2850, LB 36
                  Dallas, Texas 75204

                  Attention:              Chief Legal Officer

                  Telephone:              (214) 515-7300
                  Facsimile:              (214) 515-7385

Any such communication shall be deemed to have been validly and effectively
given if (i) personally delivered, on the date of such delivery if such date is
a Business Day and such delivery was made prior to 4:00 p.m. (Toronto time),
otherwise on the next Business Day, (ii) transmitted by facsimile or similar
means of recorded communication on the Business Day following the date of
transmission. Any party may change its address for service from time to time by
notice given in accordance with the foregoing and any subsequent notice shall be
sent to the party at its changed address.

SECTION 8.2 SECURITY.

         To secure the obligations of the Borrower to repay the principal amount
and interest as evidenced by this Note, the Borrower has executed a general
security agreement of even date in favour of the Lender.



<PAGE>   14
                                      -14-



SECTION 8.3 SEVERABILITY.

         If any provision of this Note is deemed by any court of competent
jurisdiction to be invalid or void, the remaining provisions shall remain in
full force and effect.

SECTION 8.4 SUCCESSORS AND ASSIGNS.

         This Note shall enure to the benefit of the Lender, its successors and
assigns and shall be binding upon the Borrower, its successors and assigns. This
Note may be assigned by the Lender in accordance with the terms of the amended
and restated securityholders' agreement of the Borrower dated March 8, 2000 and
amended and restated on September 27, 2000 and December 6, 2000. Presentment,
notice of dishonour, protest and notice of protest hereof are hereby waived.

SECTION 8.5 JUDGMENT CURRENCY.

1.       If, for the purposes of obtaining judgment in any court, it is
         necessary to convert a sum due to the Lender in any currency (the
         "ORIGINAL CURRENCY") into another currency (the "OTHER CURRENCY"), the
         parties agree, to the fullest extent that they may effectively do so,
         that the rate of exchange used shall be that at which, in accordance
         with normal banking procedures, the Lender could purchase the Original
         Currency with the Other Currency on the Business Day preceding the day
         on which final judgment is given or, if permitted by applicable law, on
         the day on which the judgment is paid or satisfied.

2.       The obligations of the Borrower in respect of any sum due in the
         Original Currency from it to the Lender under this Note, or under any
         security granted to the Lender as security for the obligations of the
         Borrower pursuant to this Note, shall, notwithstanding any judgment in
         any Other Currency, be discharged only to the extent that on the
         Business Day following receipt by the Lender of any sum adjudged to be
         so due in the Other Currency, the Lender may, in accordance with normal
         banking procedures, purchase the Original Currency with such Other
         Currency. If the amount of the Original Currency so purchased is less
         than the sum originally due to the Lender in the Original Currency, the
         Borrower agrees, as a separate obligation and notwithstanding the
         judgment, to indemnify the Lender, against any loss, and, if the amount
         of the Original Currency so purchased exceeds the sum originally due to
         the Lender in the Original Currency, the Lender shall remit such excess
         to the Borrower.



<PAGE>   15
                                      -15-



SECTION 8.6 GOVERNING LAW.

         This Note shall be governed by and interpreted and enforced in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

         IN WITNESS WHEREOF the Borrower has executed this Note.


                                         MAPTUIT CORPORATION

                                         By:   /s/ William K. Tapsott
                                            ------------------------------------
                                             Authorized Signing Officer