EXHIBIT A (Form of Note)


THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  (THE  "ACT"),  OR  APPLICABLE  STATE  SECURITIES  LAWS
(COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF
EITHER (I) AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES  UNDER THE
LAWS,  OR (II) AN OPINION OF COUNSEL  PROVIDED TO THE ISSUER IN FORM,  SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED  UNDER THE LAWS DUE TO AN AVAILABLE  EXCEPTION TO OR EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE LAWS.


                                                    DATE: MARCH 23, 2000


NOTE # 01
U.S.$3,000,000.00


                            SALES ONLINE DIRECT, INC.


             SERIES A EIGHT PERCENT (8%) CONVERTIBLE PROMISSORY NOTE
                               DUE MARCH 31, 2002

         THIS NOTE is one of a duly  authorized  issue of Notes (a "Note" or the
"Notes") of Sales Online Direct,  Inc., a corporation duly organized and validly
existing  under  the  laws of the  State of  Delaware,  U.S.A.  (the  "Company")
designated  as its Series A Eight Percent (8%)  Convertible  Notes Due March 31,
2002, in an aggregate principal face value for all Notes of this series of Three
Million and no/100 United States Dollars (US$3,000,000.00).

         FOR VALUE  RECEIVED,  the Company  promises to pay to  AUGUSTINE  FUND,
L.P.,  the  registered  holder  hereof  and  its  successors  and  assigns  (the
"Holder"),  the principal sum of Three Million and no/100 United States  Dollars
($3,000,000.00)  on March 31, 2002 (the "Maturity Date"), and to pay interest on
the principal sum  outstanding,  at the rate of eight percent (8%) per annum due
and payable in quarterly  installments  in arrears,  on June 30,  September  30,
December  31 and March 31 of each year  during the term of this  Note,  with the
first such payment to be made on September 30, 2000.  Accrual of interest on the
outstanding  principal  amount,   payable  in  cash  or  Common  Stock  (defined
hereinafter)  at the  Company's  option,  shall  commence on the date hereof and
shall continue  until payment in full of the  outstanding  principal  amount has
been made or duly  provided  for.  The  interest so payable  will be paid to the
person in whose name this Note (or one or more predecessor  Notes) is registered


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on the records of the Company  regarding  registration and transfers of the Note
(the "Note Register");  provided,  however,  that the Company's  obligation to a
transferee of this Note arises only if such transfer,  sale or other disposition
is made in accordance with the terms and conditions of that Securities  Purchase
Agreement of even date  herewith  between the Company and Augustine  Fund,  L.P.
(the "Securities Purchase Agreement").

         The  principal  of, and interest on, this Note are payable in such coin
or currency  of the United  States of America as at the time of payment is legal
tender for payment of public and private debts, at the address last appearing on
the Note  Register of the Company as  designated in writing by the Holder hereof
from time to time. The Company will pay the outstanding principal of and any and
all accrued and unpaid  interest due upon this Note on the Maturity  Date,  less
any amounts required by law to be deducted or withheld,  to the record Holder of
this Note as of the fifth  business day (as defined in the  Securities  Purchase
Agreement)  prior to the Maturity  Date and addressed to such Holder at the last
address  appearing  on the Note  Register.  The  forwarding  of such funds shall
constitute a payment of outstanding  principal and interest  hereunder and shall
satisfy and  discharge  the liability for principal and interest on this Note to
the extent of the sum  represented  by such payment plus any amounts so deducted
or withheld. Except as herein provided, this Note may not be prepaid without the
prior written  consent of the Holder.  Interest may at the  Company's  option be
paid in Common Stock,  with the number of shares of Common Stock to be delivered
in payment of such  interest  determined by taking the dollar amount of interest
being paid divided by the applicable Conversion Price (defined below).

         This Note is subject to the following additional provisions:

         1.  Withholding.  The Company  shall be  entitled to withhold  from all
payments of principal or interest  pursuant to this Note any amounts required to
be withheld under the  applicable  provisions of the United States income tax or
other applicable laws at the time of such payments.

         2.  Transfer/Exchange of Note;  Registered Holder;  Opinion of Counsel;
Legend.  This Note has been issued subject to investment  representations of the
original purchaser hereof and may be transferred or exchanged only in compliance
with the  Securities  Act of 1933,  as amended  (the "1933 Act") and  applicable
state  securities  laws. Prior to due presentment for transfer of this Note, the
Company  and any agent of the  Company  may treat the  person in whose name this
Note is duly  registered on the Company's  Note Register as the owner hereof for
the purpose of receiving  payment as herein provided and for all other purposes,
whether or not this Note be overdue,  and neither the Company nor any such agent
shall be affected or bound by notice to the contrary.

         The Holder  understands and acknowledges by its acceptance  hereof that
(i)  except  as  provided  in the  Securities  Purchase  Agreement  and in  that
Registration  Rights Agreement attached as Exhibit C to the Securities  Purchase
Agreement   (the   "Registration   Rights   Agreement"),   both  such  documents
incorporated  herein by  reference,  this Note and the shares of common stock in
the Company  issuable upon conversion  thereof as herein  provided  ("Conversion
Shares"),  and any shares of Common Stock payable as interest hereunder have not

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been and are not being  registered  under  the 1933 Act or any state  securities
laws, and may not be offered for sale, sold,  assigned or transferred unless (a)
subsequently  registered  thereunder,  or (b) the Holder shall have delivered to
the Company an opinion of counsel,  reasonably  satisfactory in form,  substance
and scope to the Company, to the effect that the securities to be sold, assigned
or transferred  may be sold,  assigned or  transferred  pursuant to an exemption
from such  registration;  (ii) any sale of such  securities  made in reliance on
Rule 144 promulgated  under the 1933 Act may be made only in accordance with the
terms of said Rule and further,  if said Rule is not  applicable,  any resale of
such securities  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  regulation
and/or  exemption  under the 1933 Act or the rules and regulations of the United
States  Securities and Exchange  Commission  (the "SEC")  thereunder;  and (iii)
neither  the Company nor any other  person is under any  obligation  to register
such  securities  under the 1933 Act or any state  securities  laws  (other than
pursuant to the terms of the Securities  Purchase Agreement and the Registration
Rights  Agreement)  or to comply with the terms and  conditions of any exemption
thereunder.

         Any  Conversion  Shares  issued upon  conversion of this Note, , and if
applicable,  any Common Stock issued in payment of interest as herein  provided,
shall,  if and only to the extent  required by law, bear legends in similar form
to the legends set forth on the first page of this Note.

         3.       Conversion of Note into Common Stock.

         The  Holder  of this  Note is  entitled,  at its  option,  at any  time
commencing  on the date first written at the top of this Note, to convert all or
a portion of the  original  principal  face  amount of this Note into  shares of
common  stock in the  Company,  $.001 par value  per  share  (defined  herein as
"Common Stock"),  at a conversion price (the "Conversion  Price") for each share
of Common Stock equal to the lesser of (x) one hundred ten percent (110%) of the
lowest of the closing  bid prices for the Common  Stock for the five (5) trading
days prior to the date of this Note (the  "Fixed  Price"),  or (y) a  percentage
(the  "Applicable  Percentage") of the average of the closing bid prices for the
Common Stock for the five (5) trading days immediately  preceding the Conversion
Date (as  hereinafter  defined),  as reported  on the  National  Association  of
Securities  Dealers  OTC  Bulletin  Board  Market  (or on  such  other  national
securities  exchange  or market  as the  Common  Stock may trade at such  time).
Except as stated in the next sentence,  the Applicable Percentage shall be equal
to 75%.  Notwithstanding  anything herein to the contrary,  if the  Registration
Statement  is not declared  effective by the SEC on or before the  Effectiveness
Date (as  defined  in the  Registration  Rights  Agreement)  (or does not remain
effective  on the date of  conversion  if such date is after  the  Effectiveness
Date),  then with  respect to any portion of the Note not  previously  converted
into Common Stock, the Applicable  Percentage shall decrease by two percent (2%)
for each thirty (30) day period  (pro-rated  for partial  periods and rounded to
the nearest  half-month)  beginning on the date after the Effectiveness Date and
ending on the date the Registration  Statement is declared effective by the SEC;
and if the  Registration  Statement has not been  declared  effective by the SEC
within one (1) year  after the date of this Note (or does not  remain  effective
until the  Holder has  converted  this Note in full into  non-restricted  Common

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Stock),  the  Applicable  Percentage  shall  from the date which is one (1) year
after the date of this Note be fifty percent  (50%).  As an example,  and not by
way of limitation,  if the Registration  Statement is declared  effective by the
SEC thirty days after the  Effectiveness  Date,  then the Applicable  Percentage
will be equal to seventy-three percent (73%) [75% less {2% X 1 month}].

         Any  conversion  of this Note shall be  achieved by  submitting  to the
Company the fully completed form of conversion notice attached hereto as Exhibit
I (a "Notice of  Conversion"),  executed  by the Holder of this Note  evidencing
such Holder's intention to convert this Note or the specified portion (as herein
provided)  hereof.  A Notice of Conversion may be submitted via facsimile to the
Company at the  telecopier  number for the Company  provided  in the  Securities
Purchase  Agreement  (or at such other  number as  requested  in advance of such
conversion in writing by the Company),  and if so submitted the original  Notice
of  Conversion  shall be delivered to the Company  within two (2) business  days
thereafter.  The Company and the Holder  shall each keep records with respect to
the  portion  of this Note then  being  converted  and all  portions  previously
converted;  upon receipt by the Holder of the requisite  Conversion  Shares, the
outstanding  principal  amount  of the  Note  shall  be  reduced  by the  amount
specified in the Notice of Conversion  resulting in such Conversion  Shares. The
Company may from time to time,  but is not required to,  instruct the Holder and
the Holder shall surrender this Note along with the Notice of Conversion for the
purposes  of making a  notation  thereon  as to the  amount of  principal  being
converted,  or of  canceling  this Note and  issuing a new Note in the same form
with the principal amount of such Note reduced by the amount converted. Such new
or notated Note shall be delivered to the Holder  within five (5) business  days
after such  Holder's  surrender to the Company.  No  fractional  shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share. Accrued interest on
the converted portion of the Note shall be payable upon conversion  thereof,  in
cash or Common Stock at the Conversion Price, at the Company's option.  The date
on which a notice of conversion is given (a  "Conversion  Date") shall be deemed
to be either the date on which the Company  receives from the Holder an original
Notice of Conversion duly executed,  or, if earlier,  the date set forth in such
Notice of  Conversion  if the original  Notice of  Conversion is received by the
Company within two (2) business days thereafter.

         In all cases,  the Company shall deliver the  Conversion  Shares to the
Holder within five (5) business days after the  Conversion  Date with respect to
such  Conversion  Shares being  delivered,  and at the address  specified in the
Notice of Conversion.

         Subject to the  provisions  of Paragraph  4(b) hereof,  at the Maturity
Date, the remaining portion of this Note which remains unconverted, if any, plus
accrued interest shall be automatically converted into shares of Common Stock as
of the Maturity  Date, as if the Holder had  converted the remaining  portion of
this Note  according to the  provisions  of this Section 3, with the  Conversion
Date being  equivalent in such event to the Maturity  Date, as if the Holder had
provided the Company with a Notice of Conversion with respect to the outstanding
principal amount of this Note on the Maturity Date. Other than a conversion made
on the Maturity Date in accordance with this paragraph, conversions of this Note
must be effected in increments of at least Ten Thousand U.S.  Dollars  ($10,000)
of principal amount of this Note (or such lesser outstanding principal amount of
this Note).

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         4. Limitation on Number of Conversion Shares. (a)  Notwithstanding  any
other provision  herein,  the Company shall not be obligated to issue any shares
of Common Stock upon  conversion  of this Note if the issuance of such shares of
Common  Stock  would  exceed  that  number of shares of Common  Stock  which the
Company  may issue upon  conversion  of the Note (the  "Exchange  Cap")  without
breaching  the  Company's  obligations  under the rules and  regulations  of The
Nasdaq  Stock  Market,  Inc.,  to the extent that the same apply to the Company,
except  that such  limitation  shall not apply in the event that the Company (a)
obtains the approval of its  stockholders as required by applicable rules of The
Nasdaq Sock Market, Inc., for issuances of Common Stock in excess of such amount
or (b) obtains a written  opinion from outside  counsel to the Company that such
approval is not required,  which opinion shall be reasonably satisfactory to the
holder of this Note; provided,  however, that notwithstanding anything herein to
the  contrary,  the  Company  will issue such  number of shares of Common  Stock
issuable upon conversion of this Note at the then current Conversion Price up to
the Exchange Cap. The Company hereby agrees that,  should  shareholder  approval
become necessary to issue  additional  shares upon conversion of this Note, then
the  Company  shall use its best  efforts  to obtain  such  approval  within one
hundred  twenty (120) days after such necessity  arises.  Should the Company not
obtain  shareholder  approval  within such one hundred  twenty (120) day period,
then within five (5) business days thereafter the Company shall redeem this Note
by paying to the Holder a sum equal to one hundred twenty five percent (125%) of
the  then  outstanding   principal  amount  of  this  Note,   payable  utilizing
immediately  available funds, in accordance with the payment instructions of the
Holder.  The  provisions  of this  Section 5(a) will apply only in the event the
Company  becomes listed for trading on the NASDAQ stock market (either Small Cap
or National Market).

         (b) Conversion  Restrictions.  Notwithstanding anything to the contrary
set forth herein or in the Securities Purchase Agreement,  in no event shall any
holder of this Note be entitled to convert  this Note in excess of such  portion
of the principal of the Note that, upon giving effect to such conversion,  would
cause the aggregate number of shares of Common Stock  beneficially owned by such
converting  holder and its affiliates to exceed 4.99% of the outstanding  shares
of the  Common  Stock  following  such  conversion.  For of this  Section  4(b),
beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities  Exchange Act of 1934, as amended.  The  limitations  imposed by this
Section 4(b) on conversion of this Note shall no longer apply, and the holder of
this Note may  convert  all or any  portion  of this Note,  irrespective  of the
resulting  beneficial ownership of the Company's Common Stock, should any of the
following events occur: (I) The Company shall either: (i) become insolvent; (ii)
admit in writing its inability to pay its debts generally or as they become due;
(iii) make an  assignment  for the benefit of creditors or commence  proceedings
for its  dissolution;  or (iv) apply for,  or consent to the  appointment  of, a
trustee,  liquidator,  or  receiver  for  its or for a  substantial  part of its
property  or  business;  or (II) A  trustee,  liquidator  or  receiver  shall be
appointed for the Company or for a substantial  part of its property or business
without the Company's  consent and such  appointment  is not  discharged  within
sixty (60) days after such appointment;  or (III) Any governmental agency or any
court of competent jurisdiction at the instance of any governmental agency shall
assume  custody  or  control  of the  whole or any  substantial  portion  of the
properties or assets of the Company and shall not be dismissed within sixty (60)
days thereafter; or (IV) Bankruptcy,  reorganization,  insolvency or liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be instituted by or against the Company and, if
instituted  against the Company,  shall not be dismissed within sixty days after
such  institution  or the  Company  shall by any  action or answer  approve  of,
consent  to,  or  acquiesce  in any  such  proceedings  or  admit  the  material
allegations  of,  or  default  in  answering  a  petition  filed  in,  any  such
proceeding.

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         5. Obligations of the Company Herein are Unconditional. No provision of
this Note shall alter or impair the obligation of the Company,  which obligation
is absolute and unconditional, to repay the principal amount of this Note at the
time,  place  and rate  herein  stated.  This  Note and all  other  Notes now or
hereafter  issued in  replacement  of this Note on the same or similar terms are
direct  obligations  of the Company.  This Note ranks at least  equally with all
other  Notes now or  hereafter  issued  under the  terms set forth  herein.  The
Conversion  Price and number of shares of Common Stock issuable upon  conversion
shall be subject to adjustment from time to time as provided in Section 6 below.

         6.       Adjustments.

         (a) In the event the  Company  should at any time or from time to time,
after the date of this Note, fix a record date for the  effectuation  of a split
or subdivision of the outstanding shares of Common Stock or the determination of
holders of Common  Stock  entitled to receive a dividend  or other  distribution
payable in  additional  shares of Common  Stock  (equal to at least ten  percent
(10%) or more of the  Company's  then  issued and  outstanding  shares of Common
Stock) or other securities or rights  convertible  into, or entitling the holder
thereof to receive  directly or  indirectly  additional  shares of Common  Stock
(hereinafter  referred to as "Common Stock Equivalents")  without payment of any
consideration  by such holder for the  additional  shares of Common Stock or the
Common  Stock  Equivalents  (including  the  additional  shares of Common  Stock
issuable upon conversion or exercise thereof),  then, as of such record date (or
the date of such dividend,  distribution, split or subdivision if no record date
is fixed), then unless the Conversion Price is otherwise  automatically adjusted
in  accordance  with the  terms of this  Note,  the  Conversion  Price  shall be
appropriately decreased so that the number of shares of Common Stock issuable on
conversion of this Note shall be increased in proportion to such increase in the
aggregate  number of shares of Common Stock  outstanding and those issuable with
respect to such Common Stock Equivalents.

          (b) If the number of shares of Common  Stock  outstanding  at any time
after the date of this Note is decreased  by a  combination  of the  outstanding
shares of Common Stock, then, following the record date of such combination, the
Conversion Price shall be  appropriately  increased so that the number of shares
of Common  Stock  issuable  upon  conversion  of this Note shall be decreased in
proportion to such decrease in outstanding shares.

         (c) In the event the  Company,  at any time while all or any portion of
this Note is outstanding,  shall be  consolidated  with or merged into any other
corporation or corporations or shall sell or lease all or  substantially  all of
its property and business as an entirety,  then lawful  provisions shall be made
as part of the terms of such  consolidation,  merger,  sale or lease so that the
holder  of this  Note  may  thereafter  receive  in lieu  of such  Common  Stock
otherwise  issuable  to such  holder upon  conversion  of this Note,  but at the
conversion rate which would otherwise be in effect at the time of conversion, as
hereinbefore  provided,  the same kind and amount of securities or assets as may
be issuable,  distributable or payable upon such consolidation,  merger, sale or
lease with respect to Common Stock of the Company.

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<PAGE>


         7.  Reservation  of Shares.  The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting  the  conversion  of this Note,  such number of its
shares of Common  Stock as shall from time to time be  sufficient  to effect the
conversion of all of the outstanding  principal  amount,  and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the  conversion  of this Note,  in addition to such other  remedies as
shall be available to Holder,  the Company  will take such  corporate  action as
may, in the  opinion of its  counsel,  be  necessary  to increase  the number of
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes,  including without  limitation,  using its best
efforts to obtain the requisite  stockholder  approval necessary to increase the
number of authorized shares of the Company's Common Stock.

         8. Note Holder Not Deemed a  Stockholder.  No Holder,  as such, of this
Note shall be entitled (prior to conversion of this Note into Common Stock,  and
only then to the extent of such  conversion) to vote or receive  dividends or be
deemed the holder of shares of the Company for any purpose,  nor shall  anything
contained in this Note be construed to confer upon the Holder  hereof,  as such,
any of the rights of a stockholder of the Company or any right to vote,  give or
withhold consent to any corporate action (whether any  reorganization,  issue of
stock,   reclassification  of  stock,   consolidation,   merger,  conveyance  or
otherwise),  receive  notice of  meetings,  receive  dividends  or  subscription
rights,  or  otherwise,  prior to the issuance to the holder of this Note of the
Conversion  Shares  which he or she is then  entitled  to  receive  upon the due
conversion of all or a portion of this Note.  Notwithstanding the foregoing, the
Company  will  provide  the Holder  with  copies of the same  notices  and other
information   given   to   the   stockholders   of   the   Company    generally,
contemporaneously with the giving thereof to the stockholders.

         9. No Limitation on Corporate Action. No provisions of this Note and no
right or option granted or conferred hereunder shall in any way limit, affect or
abridge the exercise by the Company of any of its corporate  rights or powers to
recapitalize, amend its Certificate of Incorporation, reorganize, consolidate or
merge with or into  another  corporation,  or to transfer all or any part of its
property or assets,  or the  exercise of any other of its  corporate  rights and
powers.

         10.  Representations  of Holder.Upon  conversion of all or a portion of
this  Note,  the  Holder  shall  confirm  in  writing,   in  a  form  reasonably
satisfactory to the Company,  that the Conversion  Shares so purchased are being
acquired  solely for the Holder's own account and not as a nominee for any other
party, and that such Holder is an Accredited Investor (as defined in Rule 501(a)
of Regulation D promulgated  under the 1933 Act). The Company  acknowledges that
Holder's duly executed certification on the Notice of Conversion is satisfactory
confirmation of the facts set forth in the immediately  preceding  sentence.  If
such Holder  cannot make such  representations  because  they would be factually
incorrect,  it shall be a  condition  to such  Holder's  conversion  of all or a
portion of the Note that the Company receive such other  representations  as the
Company considers  reasonably  necessary to assure the Company that the issuance
of its  securities  upon  conversion  of the Note shall not  violate  any United
States or state securities laws.

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<PAGE>


         11. Waiver of Demand,  Presentment,  Etc. The Company hereby  expressly
waives demand and presentment for payment, notice of nonpayment, protest, notice
of protest, notice of dishonor,  notice of acceleration or intent to accelerate,
bringing of suit and  diligence in taking any action to collect  amounts  called
for hereunder and shall be directly and primarily  liable for the payment of all
sums owing and to be owing  hereunder,  regardless  of and  without  any notice,
diligence,  act or omission as or with respect to the  collection  of any amount
called for hereunder.

         12.  Attorney's Fees. The Company agrees to pay all costs and expenses,
including without limitation  reasonable  attorney's fees, which may be incurred
by the Holder in  collecting  any amount due under this Note or in enforcing any
of Holder's conversion rights as described herein.

         13. Default.  If one or more of the following described "Events of
Default" shall  occur:

     (a)  The Company  shall  continue in default in the payment of principal or
          interest  on this Note for a period of ten (10) days after a notice of
          default is received by the Company with  respect to any such  payment,
          or the  Company  shall not timely  honor any Notice of  Conversion  as
          specified herein and in the Securities Purchase Agreement; or

     (b)  Any of the  representations  or warranties made by the Company herein,
          in  the  Securities  Purchase   Agreement,   the  Registration  Rights
          Agreement,  or in  any  certificate  or  financial  or  other  written
          statement  heretofore  or  hereafter  furnished by or on behalf of the
          Company in connection  with the execution and delivery of this Note or
          the Securities Purchase Agreement or the Registration Rights Agreement
          shall be false or misleading in any material  respect at the time made
          and the Holder shall have provided seven (7) days prior written notice
          to the Company of the alleged  misrepresentation or breach of warranty
          and the same  shall  continue  uncured  for a period of seven (7) days
          after such written notice from the Holder; or

     (c)  The Company shall fail to perform or observe, in any material respect,
          any  other  covenant,   term,  provision,   condition,   agreement  or
          obligation of the Company under this Note or the  Securities  Purchase
          Agreement  and such  failure  shall  continue  uncured for a period of
          seven (7) days after  written  notice from the Holder of such failure;
          or

     (d)  The Company shall either: (i) become insolvent;  (ii) admit in writing
          its inability to pay its debts  generally or as they become due; (iii)
          make  an   assignment   for  the  benefit  of  creditors  or  commence
          proceedings for its dissolution;  or (iv) apply for, or consent to the
          appointment  of, a trustee,  liquidator,  or receiver for its or for a
          substantial part of its property or business; or

     (e)  A trustee,  liquidator or receiver  shall be appointed for the Company
          or for a  substantial  part of its  property or  business  without the
          Company's  consent and such appointment is not discharged within sixty
          (60) days after such appointment; or

     (f)  Any governmental agency or any court of competent  jurisdiction at the
          instance of any governmental agency shall assume custody or control of
          the whole or any  substantial  portion of the  properties or assets of
          the  Company  and  shall  not be  dismissed  within  sixty  (60)  days
          thereafter; or

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<PAGE>


     (g)  Any money judgment, writ or Note of attachment,  or similar process in
          excess of Five Hundred Thousand United States Dollars  (US$500,000.00)
          in the aggregate  shall be entered or filed against the Company or any
          of its  properties  or assets  and  shall  remain  unpaid,  unvacated,
          unbonded or unstayed for a period of fifteen (15) days or in any event
          later  than  five (5) days  prior  to the  date of any  proposed  sale
          thereunder; or

     (h)  Bankruptcy,  reorganization,  insolvency or liquidation proceedings or
          other  proceedings  for relief under any bankruptcy law or any law for
          the relief of debtors  shall be  instituted  by or against the Company
          and, if instituted against the Company,  shall not be dismissed within
          sixty days after such  institution  or the Company shall by any action
          or answer approve of, consent to, or acquiesce in any such proceedings
          or admit the  material  allegations  of, or  default  in  answering  a
          petition filed in, any such proceeding; or

     (i)  The Company shall have its Common Stock delisted from the OTC Bulletin
          Board Market or suspended from trading thereon, and shall not have its
          Common  Stock  relisted  on the same or  another  national  securities
          exchange  (other  than the  National  Quotation  Bureau,  Inc.,  "pink
          sheets" market),  or have such suspension  lifted, as the case may be,
          within ninety days after such delisting or suspension; or

     (j)  The Company  shall have received a notice of default on the payment of
          any debt(s)  aggregating  in excess of Five  Hundred  Thousand  United
          States Dollars (US$500,000.00) beyond any applicable grace period;

then,  or at any time  thereafter,  and in any and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
in one  instance  shall not be deemed to be a waiver in another  instance or for
any other prior or subsequent  Event of Default) at the option of the Holder and
in the Holder's  sole  discretion,  the Holder may  immediately  accelerate  the
maturity  hereof,  whereupon  all  principal  and  interest  hereunder  shall be
immediately due and payable,  without presentment,  demand, protest or notice of
any kind,  all of which are hereby  expressly  waived by the  Company,  anything
herein  or  in  any  Note  or  other   instrument   contained  to  the  contrary
notwithstanding,  and the Holder may immediately, and upon the expiration of any
period  of  grace,  enforce  any and all of the  Holder's  rights  and  remedies
provided herein or any other rights or remedies afforded by law or equity.

         14.  Note a General  Unsecured  Obligation  of the  Company.  This Note
represents a general unsecured  obligation of the Company.  No recourse shall be
had for the payment of the  principal  of, or the interest on, this Note, or for
any  claim  based  thereon,   or  otherwise  in  respect  hereof,   against  any
incorporator,  shareholder,  officer,  director,  or agent of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the  enforcement of any assessment or penalty or otherwise,  all such
liability being, by the acceptance  hereof and as part of the  consideration for
the issue hereof, expressly waived and released.

                                       9

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         15.  Enforceability.  In case any  provision  of this Note is held by a
court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent  possible,  and the validity and
enforceability  of the remaining  provisions of this Note will not in any way be
affected or impaired thereby.

         16.  Entire  Agreement.  This Note and Exhibit I attached  hereto,  the
Securities  Purchase  Agreement  and  the  Exhibits  attached  thereto  and  the
Registration  Rights  Agreement  and the  Exhibits  attached  thereto  (if  any)
constitute the full and entire understanding  between the Company and the Holder
with respect to the subject matter hereof and thereof. Neither this Note nor any
term hereof may be amended,  waived,  discharged or  terminated  other than by a
written instrument signed by the Company and the Holder.

         17.  Governing  Law.  This Note shall be governed by and  construed  in
accordance  with the laws of the  state of  Delaware  without  giving  effect to
applicable principles of conflict of law.

         18. Headings. Headings in this Note are for convenience only, and shall
not be used in the construction of this Note.


         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed  by an  officer  thereunto  duly  authorized,  all as of the date first
hereinabove written.




                                    SALES ONLINE DIRECT, INC.


                                 By:  /s/ Greg Rotman
                                      --------------------------------------
                                      Mr. Greg Rotman, CEO

                                       10
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                                    EXHIBIT I

                              NOTICE OF CONVERSION

     (To Be Executed by the Registered Holder in Order to Convert the Note)

         The  Undersigned  hereby  irrevocably  elects to convert $_____________
of the Eight ercent (8%)  Convertible  Note Due  March  31, 2002,  No. 01,  into
shares of Common tock of Sales Online Direct,  Inc. (the "Company"),   according
to  the  terms  and  conditions  set  forth in such Note, as of the date written
below.  If securities are  to  be issued to a person other than the Undersigned,
the Undersigned agrees  to  pay  all  applicable  transfer  taxes  with  respect
thereto.

         The Undersigned  represents that it, as of this date, is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D promulgated  by
the SEC under the 1933 Act.

         The Undersigned  also  represents that the Conversion  Shares are being
acquired  for the Holder's own account and not as a nominee for any other party.
The  Undersigned  represents  and  warrants  that all  offers  and  sales by the
Undersigned of the Conversion  Shares shall be made pursuant to  registration of
the same under the 1933 Act, or pursuant to an exemption from registration under
the 1933 Act. The Undersigned  acknowledges  that the Conversion Shares shall if
(and only if)  required  by law contain  the legend  contained  on page 1 of the
Note.


Conversion Date:* _____________________

Applicable Conversion Price: ______________________________

Holder (Print True Legal Name): ______________________________________


________________________________________________________
(Signature of Duly Authorized Representative of Holder)

Address of Holder:  ___________________________

                    ___________________________

                    ___________________________


* This  original  Notice of  Conversion  must be  received by the Company by the
second business day following the Conversion Date.

                                       11

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