Exhibit 4.1







THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.




PROMISSORY NOTE

August 7, 2003

$800,000




FOR VALUE RECEIVED, ARI NETWORK SERVICES, INC., a corporation organized under the laws of the State of Wisconsin (the “Issuer”), hereby promises to pay to WITECH Corporation (the “Holder”) the sum of Eight Hundred Thousand and No/100 Dollars ($800,000) and to pay interest on the unpaid principal balance hereof at a daily rate (floating quarterly as set forth below) expressed as a fraction, the denominator of which is Three Hundred Sixty (360) and the numerator of which is the Interest Rate (as hereinafter deferred) compounded annually from the date hereof (the “Issue Date”) until the same becomes due and payable.  For purposes of this Note, the “Interest Rate” shall mean a floating quarterly interest rate (initially 6.0% and adjusted quarterly on the first day of each calendar quarter after the Issue Date commencing on October 1, 2003) equal to the sum of two percent (2%) plus the rate publicly announced as of the date for which such determination is being made by The Wall Street Journal, Midwest edition (or, if not available, such other comparable source as may be reasonably selected by the Issuer) as the then current prime rate.

Accrued interest shall be payable in arrears on the last day of each calendar quarter beginning September 30, 2003 (with the first such installment of interest due on September 30, 2003 to be equal to the interest that has accrued from the Issue Date through and including September 30, 2003).  Interest shall be calculated based on a 360-day year consisting of twelve 30-day months and shall commence accruing on the date hereof.  Issuer shall make mandatory principal installments of Fifty Thousand Dollars ($50,000) commencing on December 31, 2003 and the last day of each and every calendar quarter thereafter until all outstanding principal and accrued interest under this Note is paid in full.

All payments of principal and interest hereunder shall be made in, and all references herein to monetary denominations shall refer to, lawful money of the United States of America.  All payments of principal and interest hereunder shall be made to the order of the Holder, at the address set forth in Section 5 of this Note for notices to Holder, or such other address for payment as the Holder shall hereafter provide to the Issuer by notice in accordance with the notice procedures in Section 5.  As long as the notice of the address for notices and payment is clear and explicit, the Holder may designate different addresses for payment and notices.

Issuer may at its sole election at any time and from time to time prepay all or any part of this Note without premium or penalty.  All prepayments shall be applied first to accrued and unpaid interest and then to principal.  Upon prepayment of part of the principal amount of the Note, the remaining principal payments shall be reduced on a pro rata basis to an amount which will repay the remaining principal of the Note over the same term as the Note would have been paid by payment only of the mandatory principal payments.

1.

Events of Default.  Each of the following occurrences shall constitute an “Event of Default” under this Note:

(a)

Failure to Pay Principal or Interest.  If Issuer shall fail to pay any installment of principal or interest (in each case, whether or not funds are legally available therefore) payable under this Note within fifteen (15) days of the date scheduled for such payment.

(b)

Breach of Covenant.  If Issuer defaults in the performance or observance of any material covenant, agreement or obligation set forth in this Note and/or that certain Purchase Agreement, dated as of July 8, 2003, by and between Issuer and Holder (the “Purchase Agreement”) in a material respect and Issuer fails to cure such default or commence good faith efforts to cure such default during the period of sixty (60) days after receipt of written notice to Issuer from the Holder of said default.

(c)

Breach of Representation or Warranty.  If any material representation or warranty made by Issuer in this Note and/or the Purchase Agreement shall prove to have been knowingly false (to the knowledge of the Issuer’s chief executive officer or chief financial officer) in a material respect on the Issue Date, the date of the Purchase Agreement or the Closing Date, as the case may be, and any such information is not or has not been included in public securities filings, press releases or other general publications (including but not limited to product brochures) issued by the Company on or prior to the Issue Date.

(d)

Involuntary Bankruptcy; Appointment of Receiver, Etc.  If an involuntary case shall be commenced against Issuer and the petition shall not be dismissed or discharged within sixty (60) days after commencement of the case; a custodian is appointed for, or takes charge of, all or substantially all of the property of Issuer or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Issuer in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law.

(e)

Voluntary Bankruptcy; Appointment of Receiver, Etc.  If Issuer shall have an order for relief entered with respect to it or shall have commenced a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property or assets; or Issuer shall make any assignment for the benefit of creditors.

2.

Rights and Remedies.

(a)

Acceleration.  Upon the occurrence of any Event of Default described in Sections 1(d) or (e), above, the unpaid principal amount of this Note, and any and all accrued interest hereunder, shall automatically become immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisal, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Issuer; and upon the occurrence and during the continuance of any other Event of Default, the Holder may declare, by written notice to the Issuer, the unpaid principal amount of and any and all accrued and unpaid interest under this Note to be immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisal, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Issuer.

3.

Representations and Warranties of Holder.  The Holder hereby represents and warrants to the Issuer that:

(a)

Investment Purpose.  As of the date hereof, the Holder is obtaining this Note for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended (the “1933 Act”); provided, however, that by making the representations herein, the Holder does not agree to hold this Note, for any minimum or other specific term and reserves the right to dispose of this at any time in accordance with or pursuant to an exemption under the 1933 Act and the assignment provisions set forth herein.

(b)

Transfer or Re-sale.  The Holder understands that (i) the sale or re-sale of this Note has not been and is not being registered under the 1933 Act or any applicable state securities laws, and subject to the assignment provisions set forth in Section 5, below, this Note may not be transferred unless (a) the Holder shall have delivered to the Issuer an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that this Note may be sold or transferred pursuant to an exemption from the registration requirements of the 1933 Act; or (b) this Note is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Holder who agrees to sell or otherwise transfer this Note  only in accordance with this Section 3(b) and who is an Accredited Investor under the 1933 Act; or (c) this Note is sold pursuant to Rule 144; and (ii) any sale of this Note made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of this Note under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.  

(c)

Authorization; Enforcement.  The execution of this Note has been duly and validly authorized by the Holder.  This Note has been duly executed and delivered on behalf of the Holder, and this Note constitutes the valid and binding agreement of the Holder enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or general principles of equity.

4.

Representations and Warranties of the Issuer.  The Issuer hereby represents and warrants to the Holder that:

(a)

Organization and Qualification.  The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full corporate power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.  

(b)

Authorization; Enforcement.  (i) Issuer has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and to issue and deliver this Note in accordance with the terms hereof, (ii) the execution and delivery of this Note by the Issuer and the consummation by it of the transactions contemplated hereby have been duly authorized by the Issuer’s Board of Directors and no further authorization is required, (iii) this Note has been duly executed and delivered by the Issuer, and (iv) this Note constitutes, and upon execution and delivery by the Issuer of this Note, such instrument will constitute, a legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or general principles of equity.

5.

Miscellaneous.  Issuer hereby waives presentment, demand for payment, notice of nonpayment, protest and notice of protest.

All notices or other correspondence relating to this Agreement shall be in writing and shall be deemed to have been sufficiently given and received in all respects (i) when personally delivered, (ii) three (3) days after being deposited in the United States mail, certified mail, postage prepaid, return receipt requested, (iii) when sent by facsimile transmission received by the receiving equipment, or (iv) when delivered via reputable overnight courier service, in each case addressed as follows or to such other address as may be designated by notice duly given:




IF TO THE COMPANY:

ARI Network Services, Inc.

11425 West Lake Park Drive, Suite 900

Milwaukee, Wisconsin  53224

Attention:  Chief Financial Officer

Facsimile: (414) 973-4620




With a copy (which shall not constitute notice) to:




Larry D. Lieberman

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, Wisconsin  53202

Facsimile: (414) 273-5198




IF TO THE SELLER:

WITECH Corporation

231 West Michigan Street

Milwaukee, Wisconsin  53201

Attention:  General Manager

Facsimile:  (414) 221-4042




With a copy (which shall not constitute notice) to:




Sally Bentley

WE Energies

231 West Michigan Street

Milwaukee, Wisconsin  53201

Facsimile:  (414) 221-2139




Each party shall provide notice to the other party of any change in address.

The Issuer shall maintain records showing the principal and interest amount and the dates of the payments on the Note.  The Note shall be surrendered when the final payment of principal and interest is made.  




The Issuer may make all payments on this Note to the Holder at the address provided above.  Notwithstanding any information available to the Issuer or actual knowledge of the Issuer, until Issuer receives notice of a change of address in accordance with the notice provisions contained in this Note, the Issuer may direct all payments on this Note to the last address of which the Issuer has received such notice, provided however, an Event of Default will not have occurred hereunder if the Issuer timely makes payment to the Holder at an address that the Issuer in good faith believes to be the current address of the Holder because the Issuer has relied on a notice by the Holder which has not been given in accordance with the provisions of this Note.  In such event any such discrepancy will be promptly resolved by the Issuer and the Holder upon discovery of the issue.  Notwithstanding any information available to the Issuer or actual knowledge of the Issuer that a person has acquired this Note from the Holder, the Issuer may make all payments to the Holder until this Note has been surrendered for reissue to the acquiring person, together with such documentation evidencing and confirming the acquisition of the Note, as the Issuer in good faith requires.  All such payments will be deemed to be valid payments on this Note for the full amount of the payment.  




If this Note is reissued to effect a transfer to a new person, the Note may be issued by the Issuer for the then current principal balance if such balance is less than the face amount of this Note at the time of reissue.




If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

Issuer will pay the legal and other fees and expenses of the Holder reasonably incurred in connection with or incidental to the enforcement of any of the obligations of the Issuer or rights of the Holder under this Note (including reasonable attorneys’ fees).

This Note may be amended or modified only by an instrument in writing signed by the Issuer and the Holder.

This Note shall be binding upon the Issuer and its successors and assigns and shall inure to the benefit the Holder and its permitted successors and assigns.

This Note shall be governed by and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and to be performed in the State of Wisconsin (without regard to principles of conflict of laws).

Whenever used in this Note, the singular number shall include the plural, the plural the singular, and the masculine shall include the feminine and the neuter, the words “Issuer,” and “Holder” shall be deemed to include Issuer and the Holder as defined herein and their respective permitted successors and assigns, and the word “person” shall be deemed to mean natural persons, corporations, partnerships and all other legal entities.

The Issuer and the Holder irrevocably consent to the exclusive jurisdiction of the United States federal courts and state courts located in the State of Wisconsin in any suit or proceeding based on or arising under this Note, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby and irrevocably agree that all claims in respect of such suit or proceeding may be determined in such courts.  Issuer and the Holder irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding.

This Note may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  

IN WITNESS WHEREOF, Issuer has caused this Note to be signed in its name by its duly authorized officer as of the date first above written.

	 	ARI NETWORK SERVICES, INC.


	 	By:

	/s/ Brian Dearing


	 	 	Brian Dearing,

Chairman and Chief Executive Officer


	Acknowledged and agreed to:




HOLDER:

WITECH CORPORATION

	 	 
	By:

	/s/ Anne Klisurich

	 	 
	Name:

	


Anne Klisurich

	 	 
	Title:

	


General Manager

	 	 
	Date:

	


August 7, 2003