THIS
      NOTE IS SUBJECT TO THE INTERCREDITOR AGREEMENT, DATED AS OF THE DATE HEREOF
      AMONG THE MAKER, THE STOCKHOLDER REPRESENTATIVE (AS DEFINED HEREIN) AND QUEEQUEG
      PARTNERS, L.P., AS AGENT (THE “AGENT”) UNDER WHICH THE PRIORITY OF THE SECURITY
      INTEREST GRANTED PURSUANT TO THIS NOTE IS SUBORDINATED IN THE MANNER SET FORTH
      THEREIN TO THE SECURITY INTEREST IN THE COLLATERAL (AS DEFINED HEREIN) GRANTED
      TO THE AGENT. 

     

    (NON-NEGOTIABLE)

    PROMISSORY
      NOTE

     

    
      	
              $___________

            	
              As
                of May 15, 2006

            


    

     

    FOR
      VALUE
      RECEIVED, ARTSELECT, INC., a Delaware Corporation (“Maker”), hereby promises to
      pay to __________________________ (the “Payee”), the principal sum of
      ____________________________________________($__________) in lawful money of
      the
      United States of America, with interest thereon as set forth herein. The
      principal amount hereof and all accrued and unpaid interest thereon shall be
      paid in full to the Payee on the earlier of (a) the occurrence of a Change
      of
      Control (as hereinafter defined) or (b) May __, 2009 (the “Maturity Date”).
      Capitalized terms used and not defined herein shall have the meanings provided
      in that certain Merger Agreement dated as of the date hereof among a21, Inc.,
      a
      Texas corporation (“a21”), AE Acquisition Corp., a Delaware corporation
      (“Buyer”), Maker, the Stockholders (as defined therein), the Stockholder
      Representative (as defined therein) and the Payee (the “Merger Agreement”). This
      Note is one of a series of Notes in the aggregate principal amount of Two
      Million Three Hundred Fifty Thousand Dollars ($2,350,000) (as such principal
      amount may be increased or decreased pursuant to the Merger Agreement) that
      were
      issued by the Maker pursuant to the Merger Agreement and the Payee is entitled
      to the benefits of the Merger Agreement. For the purpose of this Note, “Change
      in Control” shall mean with respect to a21 or the Maker, in all such cases in
      one or a series of related transactions, (x) a sale, lease, exchange or other
      transfer, of all or substantially all of a21’s or the Maker’s assets, (y) a
      merger in which a21 is not the surviving entity (other than a transaction
      whereby the shareholders of a21 before such transaction are in control of a21
      after the transaction), or (z) a sale of all or substantially all of a21’s then
      outstanding voting stock or other transaction resulting in a change of control
      of the Maker, in all such cases in one or a series of related transactions.
      

     

    1.  Interest.
      Interest shall accrue on the outstanding principal amount hereof (including
      any
      PIK Interest) at the rate of six percent (6%) per annum, computed on the basis
      of a 360-day year of twelve 30-day months and shall be payable in arrears on
      the
      first day of each fiscal quarter commencing on July 1, 2007. Notwithstanding
      the
      foregoing provisions of this Section 1, all interest which accrues on the
      principal amount of this Note on or before May 15, 2007 (the “PIK
      Interest”) shall not be payable in cash but shall accrue and be added to the
      principal amount of this Note on the first day of each fiscal quarter commencing
      on July 1, 2006 and shall be due and payable on the Maturity Date. In the event
      that any interest rate provided for herein shall be determined to be unlawful,
      such interest rate shall be computed at the highest rate permitted by applicable
      law. Any payment by the Maker of any interest amount in excess of that permitted
      by law shall be considered a mistake, with the excess being applied to the
      principal of this Note without prepayment premium or penalty.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  Place
      and Manner of Payment.
      All
      payments under this Note shall be made in lawful money of the United States
      of
      America and, with respect to any payment of principal, by wire transfer in
      immediately available funds, and shall be made to the Payee at
      ____________________________, or as otherwise directed by Payee to Maker in
      writing. 

     

    3.  Events
      of Default and Remedies.
      If,
      (each, an “Event of Default”), (A) Maker shall fail to pay principal on this
      Note when due and payable or (B) any of the following Events of Default shall
      occur prior to the Maturity Date:

     

    (a)  the
      Maker
      shall fail to make payment when due of interest on this Note and such failure
      shall have continued for a period of ten (10) days after such payment is due
      and
      unpaid; 

     

    (b)  the
      commencement of any proceedings (w) in bankruptcy by or against the Maker or
      a21, (x) for the liquidation or reorganization of the Maker or a21, (y) alleging
      that the Maker or a21 is insolvent or unable to pay its debts as they mature,
      or
      (z) for the readjustment or arrangement of the Maker’s or a21’s debts, whether
      under the United States Bankruptcy Code or under any other law, whether state
      or
      federal, now or hereafter existing for the relief of debtors, or the
      commencement of any analogous statutory or non-statutory proceedings involving
      the Maker or a21; provided, however, that if such commencement of proceedings
      against the Maker or a21 is involuntary, such action shall not constitute an
      Event of Default unless such proceedings are not dismissed within ninety (90)
      days after the commencement of such proceedings; 

     

    (c)  the
      appointment of a receiver or trustee for the Maker or a21, or for any
      substantial part of the Maker’s or a21’s assets or the institution of any
      proceedings for the dissolution, or the full or partial liquidation, of the
      Maker or a21; provided, however, that if such appointment or commencement of
      proceedings against the Maker or a21 is involuntary, such action shall not
      constitute an Event of Default unless such appointment is not revoked or such
      proceedings are not dismissed within ninety (90) days after the commencement
      of
      such proceedings; 

     

    (d)  any
      representation or warranty made or deemed to be made by a21 or Buyer in the
      Merger Agreement shall have been false or misleading in any material respect
      when made or deemed to be made and such misrepresentation has had a material
      adverse effect in the likelihood that this Note shall be repaid; or

     

    (e)  the
      occurrence of an “Event of Default” (any such “Event of Default” hereinafter
      referred to as a “SPA Event of Default”) as defined in and under the Notes (as
      defined in that certain Securities Purchase Agreement dated as of April 27,
      2006
      by and among a21, SuperStock, Inc., a Florida corporation, the Purchasers (as
      defined therein) and Queequeg Partners, L.P., as agent for Purchasers (in such
      capacity, “Agent”)) and as a result of such SPA Event of Default, Required
      Purchasers (as defined in the Notes) through Agent have declared all unpaid
      principal and accrued interest under the Notes immediately due and
      payable.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    then,
      and
      so long as such Event of Default is continuing (and the event which would
      constitute such Event of Default, if curable, has not been cured) without
      prejudice to the rights of Payee to enforce its claims against Maker and by
      delivery of written notice to Maker, all Obligations of Maker under this Note
      shall be immediately due and payable (except with respect to any Event of
      Default set forth in Section 3(b) or (c) hereof, in which case all obligations
      of Maker under this Note shall automatically become immediately due and payable
      without the necessity of any notice or other demand to Maker) without
      presentment, demand, protest or any other action or obligation of Payee of
      any
      kind, all of which are hereby expressly waived, and Payee may exercise any
      other
      remedies the Payee may have at law or equity.

     

    4.  Security
      Interest.

     

    (a)  To
      secure
      the prompt and complete payment and performance when due (whether at stated
      maturity, by acceleration or otherwise) of all of the obligations and
      liabilities of the Maker to the Payee under this Note and to the Stockholders
      under the Notes, including all costs and expenses accrued or incurred in
      connection therewith (collectively, the “Obligations”), the Maker hereby
      assigns, pledges and grants to Stockholder Representative, as agent for Payee
      a
      continuing security interest in and lien upon all of the Maker’s property and
      assets (the “Collateral”), whether real or personal, tangible or intangible, and
      whether now owned or hereafter acquired, or in which it now has or at any time
      in the future may acquire any right, title or interest, including without
      limitation, all of the following property in which it now has or at any time
      in
      the future may acquire any right, title or interest: all accounts, inventory,
      equipment, goods, documents, instruments (including, without limitation,
      promissory notes), contract rights, general intangibles (including, without
      limitation, payment intangibles), chattel paper, supporting obligations,
      investment property, letter-of-credit rights, trademarks, tradestyles, patents
      and copyrights in which the Maker now has or hereafter may acquire any right,
      title or interest, all books, records, computer programs, tapes, disks, and
      related data processing software that at any time evidence or contain
      information relating to Collateral or are otherwise necessary or helpful in
      the
      collection thereof or realization thereon, all proceeds and products thereof
      (including, without limitation, proceeds of insurance) and all additions,
      accessions and substitutions thereto or therefor. The Maker authorizes the
      Payee
      to file such financing statements and amendments thereto and all other documents
      and instruments and to do such other acts and things as are reasonably necessary
      to establish and maintain a valid, enforceable, perfected security interest
      in
      the Collateral as provided herein and the other rights and security contemplated
      hereby all in accordance with the Uniform Commercial Code of the State of
      Delaware as in effect from time to time. The security interest granted hereby
      shall be prior in right to all other security interests granted by the Maker
      in
      its assets, except that such security interest will be junior in right to no
      more than Three Million Dollars ($3,000,000) (the “Maximum Amount”) of other
      secured Indebtedness of the Maker. The Maker covenants and agrees that it will
      not incur Indebtedness secured by any of its assets in excess of the Maximum
      Amount, unless the security interest granted by the Maker in connection with
      any
      such secured Indebtedness in excess of the Maximum Amount is subordinate to
      the
      security interest granted to the Stockholder Representative, as agent and the
      Payee pursuant to the Notes and this Note.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Payee
      agrees to act cooperatively in the event the Maker defaults in the payment
      of
      its Obligations under this Note and the Notes. In furtherance of the foregoing,
      notwithstanding anything herein to the contrary, the Payee agrees that actions
      to foreclose on the Collateral or otherwise to give notice of an Event of
      Default or to enforce its rights under this Note may be taken only by the
      Stockholder Representative, as agent for all of the Stockholders and the
      proceeds of any collection or sale of the Collateral, as well as any Collateral
      consisting of cash be applied as follows:

     

    First,
      to
      the payment of all reasonable costs and expenses incurred by the Stockholder
      Representative in connection with such collection or sale, including but not
      limited to, all court costs, the repayment of all advances made by the
      Stockholder Representative on behalf of the Maker and the reasonable fees and
      expenses of its agents and legal counsel and any other reasonable costs and
      expenses incurred in connection with the exercise of any rights or remedy
      hereunder.

     

    Second,
      to the payment in full of principal and accrued interest in respect of any
      Notes
      outstanding pro rata as among the Stockholders and thereafter, to all other
      Obligations then outstanding.

     

    5.  Miscellaneous.

     

    (a)  Binding
      Effect; Assignment.
      This
      Note shall be binding upon the Maker and its successors. This Note may not
      be
      assigned by the Payee to any Person.

     

    (b)  Notice
      of a Declared SPA Event of Default.
      The
      Maker shall promptly notify the Shareholder Representative of the occurrence,
      and declaration in a writing from Agent to Maker, of a SPA Event of Default.
      

     

    (c)  Suits
      for Enforcement.
      Upon
      the occurrence and during the continuation of any one or more Events of Default,
      the Payee may proceed to protect and enforce its rights hereunder by suit in
      equity, action at law or by other appropriate proceeding, whether for the
      specific performance of any covenant or agreement contained in this Note or
      in
      aid of the exercise of any power granted in this Note, or may proceed to enforce
      the payment of this Note, or to enforce any other legal or equitable right
      of
      the Payee. In any such event, Maker shall reimburse Payee for all reasonable
      advances, charges, costs and expenses, including reasonable attorneys’ fees
      incurred or paid in exercising any right, power or remedy conferred by this
      Note
      or in connection with Payee’s enforcement of this Note.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d)  GOVERNING
      LAW.
      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
      LAWS.

     

    (e)  JURISDICTION;
      SERVICE; WAIVERS.
      ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS NOTE MAY BE BROUGHT IN A COURT
      OF RECORD OF THE STATE OF NEW YORK, COUNTY OF NEW YORK. THE MAKER AND THE PAYEE
      HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OF THE STATE OF
      NEW
      YORK, AND SERVICE OF PROCESS MAY BE MADE UPON THE MAKER OR THE PAYEE BY MAILING
      A COPY OF THE SUMMONS AND ANY COMPLAINT TO SUCH PERSON, BY REGISTERED OR
      CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS TO BE USED FOR THE
      GIVING OF NOTICES UNDER THIS NOTE. THE PAYEE, BY ACCEPTANCE HEREOF, AND THE
      MAKER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION,
      INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED
      ON
      THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
      THE
      BRINGING OR MAINTAINING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
      JURISDICTION.

     

    (f)  WAIVER
      OF JURY TRIAL.
      THE PAYEE, BY ACCEPTANCE HEREOF, AND THE MAKER EACH HEREBY IRREVOCABLY AND
      UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
      PROCEEDING OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
      RELATING TO THIS NOTE.

     

    (g)  Waivers.
      The
      Maker hereby waives presentment, demand for payment, notice of dishonor, notice
      of protest and all other notices or demands in connection with the delivery,
      acceptance, performance or default of this Note. No delay by the Payee or Maker
      in exercising any power or right hereunder shall operate as a waiver of any
      power or right, nor shall any single or partial exercise of any power or right
      preclude other or further exercise thereof, or the exercise thereof, or the
      exercise of any other power or right hereunder or otherwise. Maker hereby
      consents to any release, substitution or exchange of any security for payment
      under this Note or the failure to act on the part of the Payee or any indulgence
      shown by the Payee from time to time and in one or more instances (without
      notice to or further assent from Maker), and agrees that no such action, failure
      to act or failure to exercise any right or remedy on the part of the Payee
      in
      any way affect or impair the obligations of Maker (which are and shall remain
      absolute and unconditional), or be construed as a waiver by the Payee, or
      otherwise affect any of the Payee’s rights under this Note.

     

    (h)  Amendments
      And Waivers.
      No
      provision of this Note may be amended or waived without the express written
      consent of both the Maker and the Payee.

     

    (i)  Severability;
      Invalidity.
      The
      provisions of this Note are severable, and if any provision shall be held
      invalid or unenforceable in whole or in part in any jurisdiction, then such
      invalidity or unenforceability shall not in any manner affect such provision
      in
      any other jurisdiction or any other provision of this Note in any
      jurisdiction.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j)  Notices.
      All
      notices, requests, demands and other communications to any party hereunder
      shall
      be in writing and shall be given to such party at its address or telecopier
      number set forth below, or such other address or telecopier number as such
      party
      may hereinafter specify by notice to each other party hereto:

     

    if
      to
      Maker or a21, to:

     

    c/o
      a21,
      Inc.

    7660
      Centurian Parkway

    Jacksonville,
      Florida 32256

    Attention:
      Chief Financial Officer

    Telecopy:
      (904) 565-1620

     

    if
      to the
      Payee or any Stockholders or to the Stockholder Representative:

     

    Mr.
      Udi
      Toledano

    Millennium
      3 Capital, Inc.

    4
      Becker
      Farm Road

    Roseland,
      NJ 07068

    Telecopy:
      (973) 992-6336


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Each
      such
      notice, request or other communication shall be effective (i) if given by
      telecopy, when such telecopy is transmitted to the telecopy number specified
      herein and the appropriate answer back is received or, (ii) if given by
      certified mail, 72 hours after such communication is deposited in the mails
      with
      first class postage prepaid, properly addressed or, (iii) if given by any other
      means, when delivered at the address specified herein.

     

    
      	 	 	 
	 	
              ARTSELECT,
                INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:

              Title:

            
	 	 
	
            	
              By
                its signature below, Payee hereby agrees to be bound by the terms
                and
                conditions of Section 4(b) of this Note.

            
	 	 
	 	
              If
                an entity:

            


    

     

    
      
        
          
            
              
                
                  	 	   Name:   
                          	 
	 	
                          

                        


                

              

               

            

          

        

      

    

    
      	 	 	 
	 	By:  	 
	 	
              
Name:
	 	Title 


    

    
       

    

    
      
        	 	 	If
                an individual:
	 	      
                	 
	 	 	 
	 	
                
Name: