CONVERTIBLE PROMISSORY NOTE

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED
PURSUANT TO THE CONVERSION HEREOF HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT AND LAWS.

                               BOOKTECH.COM, INC.

                           CONVERTIBLE PROMISSORY NOTE

                              DUE DECEMBER 31, 2001

                                                                    June 1, 2001

     FOR VALUE RECEIVED, the undersigned, booktech.com, inc., a Nevada
corporation (the "Company"), promises to pay to the order of Verus Investments
Holdings Inc. or its registered assigns (the "Holder"), the principal sum of ONE
MILLION DOLLARS in the lawful currency of the United States of America
(US$1,000,000) on December 31, 2001 (the "Maturity Date"), with interest thereon
from time to time as provided herein.

     1. DRAWS AGAINST THIS NOTE. This Convertible Promissory Note (this "Note")
evidences multiple advances (each a "Draw") made by the Holder to the Company
between April 24, 2001 and the date hereof in the stated principal amount of
this Note. All such Draws, including the final Draw scheduled to be made on or
about June 22, 2001, are intended to be substantially contemporaneous with the
execution of this Note. No amount paid on this Note may be borrowed again
hereunder.

     2. INTEREST. The Company promises to pay interest on the principal amount
of this Note from the date hereof until maturity at the rate of eight percent
(8%) per annum. Interest shall accrue daily and be paid, together with the
principal amount hereof, on the Maturity Date. Interest on this Note shall be
paid by wire transfer of immediately available funds to an account designated by
the Holder. Interest on this Note shall accrue from the date of issuance until
repayment of the principal and payment of all accrued interest in full. Interest
shall be computed on the basis of a 365-day year. Notwithstanding the foregoing
provisions of this Section 2, but subject to applicable law, upon the occurrence
and during the continuance of a Default (as defined below), principal of and
unpaid interest on this Note shall bear interest, from the date of the
occurrence of such Default until such Default is cured or waived, payable on
demand in immediately available funds, at a rate equal to 12% per annum.



<PAGE>


     3. PREPAYMENT.

     3.1 VOLUNTARY PREPAYMENT. The Company, at its option, may at any time,
after 20 days notice, prepay all or any portion of this Note, by paying an
amount equal to the outstanding principal amount of this Note, or the portion of
this Note called for prepayment, together with interest accrued and unpaid
thereon to the date fixed for prepayment and all other amounts due under this,
without penalty or premium.

     3.2 MANDATORY PREPAYMENT. If an Equity Financing (as hereinafter defined)
shall have been consummated, the outstanding principal balance of this Note,
together with accrued and unpaid interest thereon, shall, at the election of the
Holder, be paid in full by wire transfer of immediately available funds to an
account designated by the Holder, to the extent that the Holder shall not have
elected to convert this Note pursuant to Section 6 hereof.

     4. COLLATERAL. This Note is secured by a Security Agreement dated as of
even date herewith (the "Security Agreement") and is secured by the Collateral
under and as defined in the Security Agreement, to which reference is hereby
made for a fuller statement thereof.

     5. DEFAULTS AND REMEDIES.

          5.1  DEFAULT. A "Default" shall occur if:

               (i) the Company shall default in the payment of the principal or
               interest of this Note when and as the same shall become due and
               payable, whether at maturity, or a date fixed for prepayment, or
               by acceleration or otherwise or the Company shall fail, upon
               notification from the Holder of its election to exercise its
               conversion right pursuant to Section 6 hereof, to convert this
               Note into Conversion Stock (as hereinafter defined) pursuant to
               the terms of this Note; or

               (ii) the Company shall default in the due observance or
               performance of any covenant, condition or agreement on the part
               of the Company to be observed or performed pursuant to the terms
               hereof or pursuant to the Security Agreement, and such default is
               not remedied or waived within fifteen (15) days after receipt by
               the Company of written notice of such default; or

               (iii) any representation, warranty, certification or statement
               made by or on behalf of the Company in this Note or the Security
               Agreement, or in any certificate or other document delivered
               pursuant hereto or thereto shall have been incorrect in any
               material respect when made; or

               (iv) the Company or any of its subsidiaries shall default (as
               principal or guarantor) in the payment of principal of any
               indebtedness for borrowed money (other than this Note), when and
               as the same shall become due and payable whether at stated
               maturity, by acceleration or otherwise; or

               (v) any event or condition shall occur that may result in the
               acceleration of the maturity of any indebtedness of the Company
               or any of its subsidiaries (other than this Note); or

               (vi) an involuntary proceeding shall be commenced or an
               involuntary petition shall be filed in a court of competent
               jurisdiction seeking (a) relief in respect of the Company or any
               subsidiary of the Company, or of a substantial part of its
               property or assets, under Title 11 of the United States Code, as
               now constituted

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<PAGE>


               or hereafter amended, or any other Federal or state bankruptcy,
               insolvency, receivership or similar law, (b) the appointment of a
               receiver, trustee, custodian, sequestrator, conservator or
               similar official for the Company or any subsidiary of the
               Company, or for a substantial part of its property or assets, or
               (c) the winding up or liquidation of the Company or any
               subsidiary of the Company; and such proceeding or petition shall
               continue undismissed for 30 days, or an order or decree approving
               or ordering any of the foregoing shall be entered; or

               (vii) the Company or any subsidiary of the Company shall (a)
               voluntarily commence any proceeding or file any petition seeking
               relief under Title 11 of the United States Code, as now
               constituted or hereafter amended, or any other Federal or state
               bankruptcy, insolvency, receivership or similar law, (b) consent
               to the institution of, or fail to contest in a timely and
               appropriate manner, any proceeding or the filing of any petition
               described in clause (vi) of this Section 5.1, (c) apply for or
               consent to the appointment of a receiver, trustee, custodian,
               sequestrator, conservator or similar official for the Company or
               any subsidiary of the Company, or for a substantial part of its
               property or assets, (d) file an answer admitting the material
               allegations of a petition filed against it in any such
               proceeding, (e) make a general assignment for the benefit of
               creditors, or (f) take any action for the purpose of effecting
               any of the foregoing; or

               (viii) one or more judgments for the payment of money in an
               aggregate amount in excess of $50,000 (to the extent not covered
               by insurance) shall be rendered against the Company or any
               subsidiary of the Company and the same shall remain undischarged
               for a period of 30 days during which execution shall not be
               effectively stayed, or any action shall be legally taken by a
               judgment creditor to levy upon assets or properties of the
               Company or any subsidiary of the Company to enforce any such
               judgment; or

               (ix) The Company's Board of Directors resolves by proper
               corporate procedure to, or an order, judgment or decree is
               entered to, wind-up, dissolve or liquidate the Company; or

               (x) The Company ceases or takes material actions to cease
               operating and carrying on its business as it is now conducted.

          5.2 Acceleration. If a Default occurs under clauses 5.1(vi), (vii) or
     (ix), then the outstanding principal of and all accrued interest on this
     Note shall automatically become immediately due and payable, without
     presentment, demand, protest or notice of any kind, all of which are
     expressly waived. If any other Default occurs, the Holder, by written
     notice to the Company, may declare the principal of and accrued interest on
     this Note to be due and payable immediately. Upon such declaration, such
     principal and interest shall become immediately due and payable. The Holder
     may rescind an acceleration and its consequences if all existing Defaults
     shall have been cured or waived in writing, except nonpayment of principal
     or interest that has become due solely because of the acceleration, and if
     the rescission would not conflict with any judgment or decree. Any notice
     or rescission shall be given in the manner specified in Section 13 hereof.

                                                                               3

<PAGE>


     6. CONVERSION.

          6.1  CONVERSION PROCEDURE.

               (a) The Holder may elect at anytime by prior written notice to
               the Company (a "Conversion Notice") to have all or a portion of
               the unpaid principal amount of this Note, together with all
               accrued and unpaid interest thereon converted into a number of
               shares of the Conversion Stock (as hereinafter defined)
               determined by dividing the outstanding principal amount of this
               Note plus all accrued and unpaid interest, by the Conversion
               Price (as hereinafter defined) then in effect (the date of any
               such conversion, a "Conversion Date").

               (b) Except as otherwise expressly provided herein, the conversion
               of this Note shall be deemed to have been effected as of the
               close of business on the Conversion Date. At such time as such
               conversion has been effected, the rights of the Holder as a
               holder of this Note shall cease to the extent of the conversion
               hereof, and the "Person" or "Persons" (which shall include any
               natural person, firm, partnership, association, corporation,
               limited liability company or trust) in whose name or names any
               certificate or certificates for shares of Conversion Stock are to
               be issued upon such conversion shall be deemed to have become the
               holder or holders of record of the shares of Conversion Stock
               represented thereby.

               (c) As soon as possible after a conversion has been effected (but
               in any event within five Business Days), the Company shall
               deliver to the converting Holder a certificate or certificates
               representing the number of shares of Conversion Stock issuable by
               reason of such conversion in such name or names and such
               denomination or denominations as the converting Holder has
               specified, and, if the Holder has elected to convert this Note in
               part, the payment due under Section 3.2 hereof; provided that
               this Note has been surrendered for conversion at the principal
               office of the Company; and provided further that if the Person in
               whose name such certificate is to be issued is a transferee of
               such Holder, the provisions of Section 10 shall apply to such
               transfer.

               (d) The issuance of certificates for shares of Conversion Stock
               upon conversion of this Note shall be made without charge to the
               Holder hereof for any issuance tax in respect thereof or other
               cost incurred by the Company in connection with such conversion
               and the related issuance of shares of Conversion Stock. Upon
               conversion of this Note, the Company shall take all such actions
               as are necessary in order to insure that the Conversion Stock
               issuable with respect to such conversion shall be validly issued,
               fully paid and non assessable.

               (e) The Company shall not close its books against the transfer of
               Conversion Stock issued or issuable upon conversion of this Note
               in any manner which interferes with the timely conversion of this
               Note. The Company shall assist and cooperate with any Holder
               required to make any governmental filings or obtain any
               governmental approval prior to or in connection with the
               conversion of this Note (including, without limitation, making
               any filings required to be made by the Company).

                                                                               4

<PAGE>


               (f) Except as otherwise expressly agreed in writing between the
               Holder and the Company, upon a conversion of this Note, this Note
               shall be converted into Conversion Stock.

          6.2  CONVERSION PRICE. The Conversion Price shall be (a) the lower of
               (i) $0.73, or (ii) the average of the AMEX reported closing
               prices from the twenty first (21st) to fortieth (40th) Trading
               Days after the Company's stock is re-listed by the American Stock
               Exchange ("AMEX"), or (iii) the average of closing prices report
               by the AMEX for the five trading days prior to the date of the
               Conversion Notice; or (b) if Holder opts for the Conversion Stock
               issued in connection with an Equity Financing, the price paid by
               investors in such Equity Financing. The conversion price will be
               subject to the same customary adjustments for changes in the
               capital structure, e.g. stock splits, stock dividend, etc.
               "Trading Day" means a day upon which AMEX is trading securities.

          6.3  CONVERSION STOCK. For purposes hereof, "Conversion Stock" means
               the common stock of the Company or, at Holder's option, any
               equity securities of the type and series issued to the purchasers
               in an Equity Financing.

          6.4  EQUITY FINANCING. For purposes hereof, "Equity Financing" means
               the sale for cash to an entity unaffiliated with the Company of
               equity securities or other instruments convertible into or
               exchangeable or exercisable for equity securities of the Company,
               excluding the issuance of options to employees and issuances of
               securities upon exercise, conversion or exchange of currently
               outstanding securities. For the purposes of Section 3.2 hereof
               only, an Equity Financing must be for at least $8,000,000.

          6.5  REGISTRATION. The Company shall, within 150 days after the date
               of this Note and at all times thereafter, maintain not less than
               2,000,000 shares of registered but unissued common stock for the
               purpose of satisfying the Holder's conversion rights under this
               Section 6. In addition, the Company shall, within 120 days after
               the Conversion Date, register any other Conversion Stock.

     7. SUITS FOR ENFORCEMENT.

          (a)  The Holder may proceed to protect and enforce its rights by suit
               in equity, action at law or by other appropriate proceeding,
               whether for the specific performance of any covenant or agreement
               contained in the this Note or the Security Agreement or in aid of
               the exercise of any power granted in this Note or the Security
               Agreement, or may proceed to enforce the payment of this Note, or
               to enforce any other legal or equitable right of the Holder of
               this Note.

          (b)  The Holder may direct the time, method and place of conducting
               any proceeding for any remedy available to it.

          (c)  In case of any Default under this Note, the Company will pay to
               the Holder such amount as shall be sufficient to cover the
               reasonable costs and expenses of such Holder due to such Default,
               including, without limitation, the reasonable costs of its
               counsel, whether or not suit is brought.

                                                                               5


<PAGE>

     8. REMEDIES CUMULATIVE. No remedy herein conferred upon the Holder is
intended to be exclusive of any other remedy and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. To the extent permitted by applicable law, the Company and the Holder
severally waive presentment for payment, demand, protest and notice of dishonor.

     9. REMEDIES NOT WAIVED. No course of dealing between the Company and the
Holder or any delay on the part of the Holder in exercising any rights hereunder
shall operate as a waiver of any right including those rights under this Note or
the Security Agreement.

     10. HOLDER; TRANSFER.

          (a)  The term "Holder" as used herein shall also include any
               transferee of this Note whose name has been recorded by the
               Company in the register referred to in Section 10(b). Each
               transferee of this Note acknowledges that this Note has not been
               registered under the Securities Act or any state securities laws,
               and may not be transferred except pursuant to an effective
               registration statement under the Securities Act or pursuant to an
               applicable exemption from the requirements. of the Securities Act
               and applicable state securities laws.

          (b)  The Company shall maintain a register in its office for the
               purpose of registering this Note and any transfer thereof, which
               register shall reflect and identify, at all times, the ownership
               of any interest in this Note. Upon the issuance of this Note, the
               Company shall record the name of the initial purchaser of this
               Note in such register as the first Holder. Thereafter, the
               Company shall duly record in such register the name of any Person
               to whom this Note has been transferred in accordance with Section
               10(a) above.

          (c)  The Holder shall have the right to transfer part or all of its
               interest in this Note solely to "accredited investors" (within
               the meaning of Rule 501 of Regulation D under the Securities Act)
               so long as said transfer is accomplished in compliance with all
               applicable securities laws and provisions of the Intercreditor
               Agreement. Any such transfer shall be at the transferor's
               expense. Prior to any such transfer, the Holder shall notify the
               Company of its intention to effect such transfer and provide the
               Company, upon request, with documentation in form and substance
               satisfactory to the Company evidencing that such proposed
               transfer complies with this Section 10(c). The Company will act
               in an expeditious manner to execute all transfer documents.

     11. REPLACEMENT OF NOTE. On receipt by the Company of an affidavit of an
authorized representative of the Holder stating the circumstances of the loss,
theft, destruction or mutilation of this Note (and in the case of any such
mutilation, on surrender and cancellation of such Note), the Company, at its
expense, will promptly execute and deliver, in lieu thereof, a new Note of like
tenor. If required by the Company, such Holder must provide indemnity sufficient
in the reasonable judgment of the Company to protect the Company from any loss
which they may suffer if a lost, stolen or destroyed Note is replaced.

     12. COVENANTS BIND SUCCESSORS AND ASSIGNS. All of the covenants,
stipulations, promises and agreements in this Note contained by or on behalf of
the Company shall bind its successors and assigns, whether so expressed or not.

                                                                               6

<PAGE>


     13. NOTICES. All notices, demands and other communications provided for or
permitted hereunder shall be made in writing and shall be by registered or
certified first-class mail, return receipt requested, telecopier (with receipt
confirmed), courier service or personal delivery as follows: (a) if to the
Holder, at the address set forth on the signature page hereto, or at such other
address or number as the Holder shall have furnished to the Company in writing,
or (b) if to the Company, at 42 Cummings Park, Woburn, MA 01201, attention:
Chief Executive Officer, or at such other address or number as the Company shall
have furnished to the Holder in writing. All such notices and communications
shall be deemed to have been duly given when: delivered by hand, if personally
delivered; when delivered by courier, if delivered by commercial overnight
courier service; if mailed, five Business Days after being deposited in the
mail, postage prepaid; or if telecopied, when receipt is acknowledged. "Business
Day" means a day on which banks open for business in New York, New York, other
than a Saturday or Sunday.

     14. PAYMENTS. All payments of principal of and interest on this Note shall
be paid in lawful money of the United States of America by wire transfer of
immediately available funds to an account designated by the Holder.

     15. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE
WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE.

     16. SEVERABILITY. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

     17. HEADINGS. The headings in this Note are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

     18. NOTATIONS. The amount and date of all Draws made against this Note and
any payments hereon shall be recorded by the Holder on its books and records or,
at its option in any instance, endorsed on a schedule to this Note. The unpaid
principal balance so recorded or endorsed by the Holder shall be prima facie
evidence in any court or other proceeding brought to enforce this Note of the
principal amount remaining unpaid thereon, the status of the Draws evidenced
hereby and the amounts repaid hereon; provided, however, that the failure of the
Holder to record any of the foregoing shall not limit or otherwise affect the
obligation of the Company to repay the principal amount of this Note together
with accrued interest hereon.

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                                                                               7

<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Note as of the date
first written above.

                                 BOOKTECH.COM, INC.

                                 By:
                                    --------------------------------------------
                                    Name:  William G. Christie
                                    Title: President and Chief Executive Officer










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