Exhibit 4









Exhibit

4.25




CONVERTIBLE

PROMISSORY NOTE




 




 




THIS

CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE,

PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT

AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN

OPINION OF COUNSEL REASONABLY SATISFACTORY TO EPICEDGE, INC. THAT SUCH

REGISTRATION IS NOT REQUIRED.




 




CONVERTIBLE

PROMISSORY NOTE




 




 




	

  $


  	

  Houston, Texas


  
	

   


  	

   


  
	

   


  	

  July      ,

  2000


  





 




                FOR VALUE RECEIVED,

EpicEdge, Inc., a Texas corporation (the “Company”), promises to pay to

the order of

                                                       (“Holder”),

the principal sum of

                                 ($            ),

and to pay interest on the outstanding principal balance of this Convertible

Promissory Note (this “Note”) in accordance with Section 2 of this

Note.  This Note is delivered in

connection with that certain Convertible Bridge Loan Agreement of even date

herewith (the “Loan Agreement”) between the Company, the Holder and

certain other parties named therein.




 




1.                             Maturity.  To the extent not previously converted in

accordance with the Loan Agreement, the Company shall repay the outstanding

principal balance of this Note and interest accrued thereon in full on December

29, 2000 (the “Maturity Date”). 

All payments received shall be applied first against costs of collection

(if any), then against accrued and unpaid interest on this Note, then against

the outstanding principal balance of this Note.




 




2.                             Interest.  Interest shall begin to accrue on the

outstanding principal balance of this Note commencing on the date hereof and

continuing until repayment of this Note in full at the rate of nine and

one-half percent (9.5%) per annum calculated on the basis of a 360 day year and

actual days elapsed.  However, upon the

occurrence of a Default (as defined herein) the interest on the outstanding

principal balance of this Note will accrue from the date of such Default until

such time as such Default is cured in a manner that is acceptable to the Holder

at a rate per annum equal to three percent (3%) plus the interest rate then in

effect.




 




3.                             Prepayment;

Acceleration.  The outstanding

principal balance and all accrued interest payable to Holder hereunder may not

be prepaid without the consent of Holder in its sole and absolute discretion;

provided, however, that, if Holder elects not to participate in a Qualified

Financing (as defined in the Loan Agreement) pursuant to Section 4.1 of

the Loan Agreement, the Company shall have the right to prepay the outstanding

principal balance of this Note, plus accrued interest to date thereon,

concurrently with, or at any time after, the closing of such Qualified

Financing.  All prepayments so permitted

shall be applied in the order provided in Section 1.  The outstanding principal balance of this

Note is subject to acceleration as set forth in Section 9 of the Loan

Agreement.  Following any such

acceleration, Holder may pursue any and all legal or equitable remedies that

are available to it.




 




4.                             Conversion.  This Note shall be convertible into certain

securities of the Company in accordance with Section 4 of the Loan

Agreement.




 




5.                             Default.  The Company will be deemed to be in default

(“Default”) hereunder upon the occurrence of any “default” described in

Section 9 of the Loan Agreement, and Holder shall have all rights and

remedies available to it upon any such Default as described therein or in this

Note.




 





























 




6.                             Miscellaneous.




 




(a)                                           The

Company hereby waives presentment, demand, protest, notice of dishonor,

diligence and all other notices, any release or discharge arising from any

extension of time, discharge of a prior party, or other cause of release or

discharge other than actual payment in full hereof.




 




(b)                                           Holder

shall not be deemed, by any act or omission, to have waived any of its rights

or remedies hereunder unless such waiver is in writing and signed by Holder and

then only to the extent specifically set forth in such writing.  A waiver with reference to one event shall

not be construed as continuing or as a bar to or waiver of any right or remedy

as to a subsequent event.  No delay or

omission of Holder to exercise any right, whether before or after a Default

hereunder, hereof.  Upon any Default

hereunder, Holder may exercise all rights and remedies provided for herein or

in the shall impair any such right or shall be construed to be a waiver of any

right or Default, and the acceptance at any time by Holder of any past–due

amount shall not be deemed to be a waiver of the right to require prompt

payment when due of any other amounts then or thereafter due and payable.




(c)                                           Time

is of the essence Loan Agreement and by law or equity, including, but not

limited to, the right to immediate payment in full of this Note.




(d)                                           The

remedies of Holder as provided herein or in the Loan Agreement, or any one or

more of them, in law or at equity, shall be cumulative and concurrent, and may

be pursued singularly, successively or together at Holder’s sole discretion,

and may be exercised as often as occasion therefor shall occur.




(e)                                           It

is expressly agreed that if this Note is referred to any attorney or if suit is

brought to collect or interpret this Note or any part hereof or to enforce or

protect any rights conferred upon Holder by this Note or any other document

evidencing or securing this Note, then the Company covenants and agrees to pay

all reasonable costs, including attorneys’ fees, incurred by Holder in

connection therewith.




(f)                                            If

any provisions of this Note would require the Company to pay interest hereon at

a rate exceeding the highest rate allowed by applicable law, the Company shall

instead pay interest under this Note at the highest rate permitted by

applicable law.




(g)                                           This

Note shall be governed by and construed in accordance with the laws of the

State of Illinois without giving effect to any choice or conflict of law

provision or law that would cause the application of the laws of any other jurisdiction

other than the State of Illinois.




 




IN WITNESS WHEREOF, the Company has executed this

Convertible Promissory Note as of the date first above written.




 




	

  EPICEDGE,

  INC.


  
	

  (a Texas corporation)


  
	

   


  
	

  By:


  	

   


  
	

  Name


  	

   


  
	

  Title


  	

   


  





 




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