Exhibit 10.9


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT
BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE
SECURITIES ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE SECURITIES
LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER
THE SECURITIES ACT IS NOT REQUIRED.



                           CONVERTIBLE PROMISSORY NOTE

$480,000.00                                                       April 9, 2002


         FOR VALUE RECEIVED, PC-EPHONE, INC., a Nevada corporation (the
"Company"), hereby promises to pay to the order of PROCESS CONTROL (HOLDINGS)
LIMITED, a company organized under the laws of the Republic of Ireland
(hereinafter referred to as the "Holder"), or its successors or assigns, the
principal amount of FOUR HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS
($480,000.00), or the actual unpaid principal amount of all Loans made by the
Holder to the Company pursuant to that certain Credit Agreement, dated the date
hereof, between the Company the Holder and the Subsidiaries of the Holder (the
"Credit Agreement"), if less, plus (a) interest from the date hereof on the
unpaid principal balance of this Note from time to time outstanding and (b) all
other monetary Obligations of the Company to the Holder. This Note shall bear
interest at the rates specified in Section 3.4 of the Credit Agreement, and all
amounts owed to the Holder hereunder shall be repaid by the Company on the terms
specified in Article III of the Credit Agreement.

         All payments of principal, interest and other amounts hereunder shall
be made to the Holder at its office at Strawhall Industrial Estate, Carlow,
Ireland (or such other place as the Holder may from time to time designate in
writing), not later than 11:00 A.M. (Dublin, Ireland time) on the date when due,
in lawful money of the United States and in immediately available funds, without
setoff, defense or counterclaim and free and clear of, and without deduction for
or on account of, any present or future stamp or other taxes, withholdings,
restrictions or conditions of any nature.

         This Note is the Note referred to in the Credit Agreement. The Holder
has agreed to make the Loans subject to the satisfaction of certain conditions
precedent set forth in the Credit Agreement, in an aggregate principal amount
not to exceed $480,000.00. Any amounts paid or prepaid hereunder may not be
reborrowed. Unless otherwise defined herein, capitalized terms used in this Note
shall have the meanings given to such terms in the Credit Agreement.



                                       1
<PAGE>


1.       Conversion.

         1.1.     Conversion Terms.

          (a) The principal outstanding under this Note, accrued interest
thereon and any other monetary Obligations of the Company hereunder or under any
other Loan Document shall be convertible, in whole or in part, at the sole
option of the Holder, simultaneously with or at any time and from time to time
following and during the continuance of any Event of Default or a Default
pursuant to Section 7.1(c) of the Credit Agreement, into shares of the Company's
common stock, par value $.001 per share (the "Common Stock"), at a conversion
price equal to $.192 per share. The conversion price shall be adjusted
appropriately to give effect to stock splits, stock dividends and the like with
respect to the Common Stock occurring after the date hereof.

          (b) The Company covenants and agrees that, so long as this Note is
outstanding, the Company shall reserve a sufficient number of shares of Common
Stock to enable the holder hereof to exercise the conversion rights contained
herein with respect to an amount equal to the principal outstanding under this
Note, accrued interest thereon and any other monetary Obligations of the
Company.

          1.2. Surrender of Note and Delivery of Certificates. When surrendered
for conversion, this Note shall, unless the shares of Common Stock issuable on
conversion are to be issued in the same name as the name in which this Note is
then registered, be duly endorsed by, or accompanied by instruments of transfer
in form satisfactory to the Company duly executed by the Holder or the Holder's
duly authorized attorney. As promptly as practicable after the surrender of this
Note for conversion, the Company shall deliver or cause to be delivered to the
Holder, or on the Holder's written order, a certificate or certificates for the
number of full shares issuable upon the conversion of this Note, or portion
hereof, in accordance with the provisions hereof and, unless this Note has been
converted in full, the Company shall also deliver to the Holder a new Note
evidencing the remaining outstanding principal balance of, and all accrued and
unpaid interest on, this Note following such conversion. Such conversion shall
be deemed to have been made at the time this Note shall have been received by
the Company at its principal executive office (the "Conversion Date"), and the
Holder in whose name any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become on the
Conversion Date the holder of record of the shares represented thereby.



                                       2
<PAGE>


          1.3. Fractional Shares. No fractional shares of Common Stock shall be
issuable upon conversion of this Note, but a payment in cash will be made in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of this Note for conversion. Such payment shall be based on the
conversion price at the time of conversion of this Note, as adjusted from time
to time.

2. Prepayment of Principal. The principal indebtedness represented by this Note
may be prepaid in whole or in part by the Company at any time as provided in the
Credit Agreement.

3. Note Register; Transfer or Loss of Note.

          3.1. Note Register. The Company shall keep at its principal executive
office a register (herein sometimes referred to as the "Note Register"), in
which, subject to such reasonable regulations as it may prescribe, but at its
expense, the Company shall provide for the registration and transfer of this
Note. The person or entity in whose name any registered Note shall be registered
shall be deemed and treated as the owner and holder hereof for all purposes
hereunder.

          3.2. Transfer or Exchange of Note. Whenever this Note shall be
surrendered at the principal executive office of the Company for transfer or
exchange, accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company duly executed by the Holder hereof or its attorney
duly authorized in writing, the Company shall execute and deliver in exchange
therefor a new Note or Notes, as may be requested by such Holder, in the same
aggregate unpaid principal amount and payable on the same terms as the principal
amount of the Note or Notes so surrendered; each such new Note shall be dated as
of the date to which interest has been paid on the unpaid principal amount of
the Note or Notes so surrendered and shall be in such principal amount and
registered in such name or names as such Holder may designate in writing;
provided, however, that if the person in whose name a Note is requested to be
registered is other than the registered owner of this Note, the Company may
require, prior to issuance of a Note in the name of such other person, that it
receive reasonable transfer documentation or other evidence that the issuance of
a Note in such other name as requested does not and will not cause a violation
of the Securities Act, any similar Federal statute at the time in effect or any
applicable state securities laws.

          3.3. Loss of Note. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Note
and of indemnity reasonably satisfactory to it, and upon reimbursement to the
Company of all reasonable expenses incidental thereto, and upon surrender and
cancellation of this Note (in case of mutilation), the Company will make and
deliver in lieu of this Note a new Note of like tenor and unpaid principal
amount and dated as of the date to which interest has been paid on the unpaid
principal amount of this Note in lieu of which such new Note is made and
delivered.



                                       3
<PAGE>


4. Registration Rights. The registered Holder of this Note shall have and shall
be entitled to exercise the registration rights set forth in that certain
Registration Rights Agreement, dated the date hereof, between the Company and
the Holder (the "Registration Rights Agreement"). The Company acknowledges and
agrees that each transferee of this Note (or any shares of Common Stock issued
upon conversion hereof) shall be entitled to such registration rights as fully
as if such transferee were the original Holder hereof or thereof.

5.       General.

          5.1. Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF). Notwithstanding
anything to the contrary contained herein, in no event may the effective rate of
interest collected or received by the Holder exceed that which may be charged,
collected or received by the Holder under applicable law.

          5.2. Interpretation. If any term or provision of this Note shall be
held invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby.

          5.3. Amendments, Waivers and Consent. None of the terms or provisions
of this Note may be waived, altered, modified or amended orally, but only by an
agreement in writing signed by the Company or any successor or assign of the
Company and the Holder or any successor or assign. No failure to exercise, nor
any delay in exercising, on the part of the Holder, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Holder of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which the Holder would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative and are not exclusive of any rights or remedies provided by law.

          5.4. Successors and Assigns; Transferability. This Note shall be
binding upon the Company and its successor and assigns and shall inure to the
benefit of the Holder and its successors and assigns (which shall include
transferees), except that the Company may not assign or otherwise transfer any
of its rights or obligations under this Note. In the event that the Holder
transfers this Note to any Person, such transferee shall be deemed to be the
Holder hereunder as fully as if such transferee were the original Holder.

          5.5. Notices. All notices, requests, consents and demands shall be
made in the manner and to the addresses specified in the Credit Agreement.



                                       4
<PAGE>


          5.6. Non-Business Days. If any date that may at any time be specified
in this Note as a date for the making of any payment under this Note shall fall
on a day that is not a Business Day, then the date for the making of that
payment shall be the next subsequent Business Day.

          5.7. Waivers. The Company hereby waives diligence, demand,
presentment, protest and notice of any kind whatsoever with respect to this
Note.

          5.8. Survival. The provisions of Sections 4 through 5.5, 5.8, 5.9 and
5.10 of this Note shall survive any full or partial conversion of this Note and
shall continue in full force and effect until all Registration Shares have been
sold by the Holder (or its successors and assigns) in a sale exempt from
registration under the Securities Act by reason of Rule 144 under the Securities
Act or a Demand Registration or a Piggyback Registration (as defined in the
Registration Rights Agreement).

          5.9. Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE HOLDER, THE COMPANY OR ANY GUARANTOR SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT THE HOLDER'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.
THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE COMPANY HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT
THE COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.



                                       5
<PAGE>


5.10. Waiver of Jury Trial. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF THE HOLDER, THE COMPANY OR ANY GUARANTOR. THE COMPANY
ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER
ENTERING INTO THE CREDIT AGREEMENT.

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

                                           PC-EPHONE, INC.



                                           By: /s/ David Meltzer
                                              ---------------------------------
                                               Name: David Meltzer
                                               Title: CEO, President Director



WITNESS:



By: /s/ Mallory Gable
   -----------------------------------