Exhibit 10.4

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
TILE  SECURITIES  COMMISSION  OF ANY STATE IN RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN COMPLIANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS  OR  BLUE  SKY  LAWS.  NOTWITHSTANDING  TILE  FOREGOING,  THESE
SECURITIES AND THE SECURITIES  ISSUABLE UPON CONVERSION OF THESE  SECURITIES MAY
BE  PLEDGED  IN  CONNECTION  WITH A BONA FIDE  MARGIN  ACCOUNT  OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES,  PROVIDED THAT ANY EXERCISE OF
ANY RIGHTS BY ANY SECURED PARTY SHALL COMPLY WITH THESE LEGEND REQUIREMENTS.

No.  __                                                                  $______
Date:    __________

                               GURUNET CORPORATION
                     8% SENIOR SECURED CONVERTIBLE NOTE DUE
                                JANUARY 30, 2005

         THIS NOTE is one of a series of duly  authorized  and  issued  Notes of
GuruNet Corporation,  a Delaware corporation (the "COMPANY"),  designated as its
8% Senior Secured  Convertible  Notes due on the earlier to occur of (a) January
30, 2005 and (b) the IPO Event, in the aggregate  principal amount of $5,000,000
(the "NOTES").

         FOR  VALUE  RECEIVED,  the  Company  promises  to pay to the  order  of
_________  or its  registered  assigns  (the  "HOLDER"),  the  principal  sum of
___________  ($______),  on the earlier to occur of (a) January 30, 2005 and (b)
the IPO Event  (the  "MATURITY  DATE"),  or such  earlier  date as the Notes are
required or permitted to be repaid as provided hereunder, and to pay interest to
the Holder on the aggregate unconverted and then outstanding principal amount of
this Note in accordance with the provisions hereof.  This Note is subject to the
following additional provisions.

         1.  DEFINITIONS.  In addition to the terms  defined  elsewhere  in this
Note,  (a)  capitalized  terms that are not  otherwise  defined  herein have the
meanings given to such terms in the Securities Purchase  Agreement,  dated as of
January 30, 2004, among the Company and the Purchasers  identified  therein (the
"PURCHASE AGREEMENT"), and (b) the following terms have the meanings indicated:

                  "CONVERSION  DATE"  means  the  date a  Conversion  Notice  is
         delivered,  to  the  Company  together  with  the  Conversion  Schedule
         pursuant to Section 5(a).

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                  "CONVERSION  NOTICE"  means  a  written  notice  in  the  form
         attached hereto as EXHIBIT A.

                  "CONVERSION  PRICE" means the product of (i) 0.75 and (ii) the
         IPO Price;  provided,  however,  that (a) if in connection with the IPO
         Event, any governmental agency or self-regulatory organization requires
         contractual  restrictions  on sales by the Purchasers of the Underlying
         Shares  that  are more  stringent  than  the  contractual  restrictions
         contained in the Purchaser  Lock-up Letter,  then the Conversion  Price
         shall equal the  product of (i) 0.50 and (ii) the IPO Price;  or (b) if
         there is an Offering Termination, then the Conversion Price shall equal
         $4.50.  The Conversion Price is subject to adjustment from time to time
         as provided in Section 11.

                  "EQUITY   CONDITIONS"  means,  with  respect  to  a  specified
         issuance of Common  Stock,  that each of the  following  conditions  is
         satisfied:  (i) the number of  authorized  but unissued  and  otherwise
         unreserved shares of Common Stock is sufficient for such issuance; (ii)
         such shares of Common Stock are included in the Registration  Statement
         filed  in  connection  with  the  IPO  Event  or  another  Registration
         Statement;  (iii) such  issuance  would be  permitted  in full  without
         violating SECTION 12 hereof; (iv) no Bankruptcy Event has occurred; (v)
         the Company is not in default  (after giving  effect to any  applicable
         notice  requirements  and cure  periods)  with  respect to any material
         obligation hereunder or under any other Transaction Document;  and (vi)
         no public  announcement  of a pending  or  proposed  Change of  Control
         transaction has occurred that has not been consummated.

                  "EVENT  EQUITY  VALUE"  means 115% of either (A) if the Common
         Stock is not then  listed  or quoted on an  Eligible  Market,  the fair
         market  value of such  Underlying  Shares as of the date of delivery of
         the notice  requiring  payment of the Equity Event Value, as determined
         by an independent  investment bank selected by both the Company and the
         Lead  Purchaser,  or (B) if Common Stock is then listed or quoted on an
         Eligible  Market,  the  average  of the  Closing  Prices  for the  five
         Business Days  preceding  the date of delivery of the notice  requiring
         payment  of the Event  Equity  Value,  PROVIDED,  HOWEVER,  that if the
         Company does not make such required  payment  (together  with any other
         payments,  expenses and  liquidated  damages then due and payable under
         the  Transaction  Documents)  when due or,  in the  event  the  Company
         disputes in good faith the occurrence of the Triggering  Event pursuant
         to which such notice  relates,  does not instead  deposit such required
         payment  (together  with such other  payments,  expenses and liquidated
         damages then due and payable under the Transaction Documents) in escrow
         with an independent  third-party escrow agent within five Business Days
         of the date such  required  payment is due, then the Event Equity Value
         shall be 115% of  either  (A) if  Common  Stock is not then  listed  or
         quoted on an Eligible Market,  the fair market value of such Underlying
         Shares  either (1) as of the date of delivery  of the notice  requiring
         the payment of Event  Equity Value or (II) as of the date on which such
         required  payment  (together  with such other  payments,  expenses  and
         liquidated   damages  then  due  and  payable  under  the   Transaction
         Documents) is paid in full,  whichever is greater,  and in either case,
         as determined by an  independent  investment  bank selected by both the
         Company and the Lead  Purchaser,  or (B) if Common Stock is then listed
         or quoted on an Eligible Market,  the average of the Closing Prices for
         the five Business Days preceding

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<PAGE>

         either (1) the dale of delivery of the notice  requiring the payment of
         Event  Equity  Value or (II) the date on which  such  required  payment
         (together with such other  payments,  expenses and  liquidated  damages
         then due and payable under the Transaction  Documents) is paid in full,
         whichever is greater.

                  "IPO PRICE" means the offering  price in  connection  with the
         initial public  offering of units  consisting of a share of the Company
         Common  Stock and a warrant to purchase a share of the  Company  Common
         Stock as set forth in the final prospectus Registration Statement filed
         relating to the IPO Event,  and which shall be $6.00  unless  otherwise
         set forth in an effective Registration Statement.

                  "OFFERING  TERMINATION"  has the  meaning  set  forth  in that
         certain  letter  agreement  between the  Company and  EarlyBirdCapital,
         Inc., dated as of November 26, 2003

                  "ORIGINAL  ISSUE DATE" means the date of the first issuance of
         any Notes,  regardless  of the number of  transfers  of any  particular
         Note.

                  "TRIGGERING  EVENT" means any of the following events: (a) the
         occurrence of any Bankruptcy  Event;  (b) suspension of the exercise or
         conversion rights of the Holders pursuant to the Transaction  Documents
         for any reason  other than  pursuant to Section 5(C) or Section 12; (c)
         the Company fails to have  available a sufficient  number of authorized
         but unissued and otherwise  unreserved shares of Common Stock available
         to issue  Underlying  Shares upon any  exercise of the  Warrants or any
         conversion of the Notes; (d) the Company fails to make any cash payment
         required under the Transaction  Documents and such failure is not cured
         within  five days after  notice of such  default is first  given to the
         Company by a Purchaser; or (e) any Event occurs and remains uncured for
         60 days.

         2. PRINCIPAL AND INTEREST.

                           (a) The Company  shall pay  interest to the Holder on
         the aggregate unconverted and then outstanding principal amount of this
         Note at the rate of 8% per annum,  payable in cash,  upon the  Maturity
         Date;  provided,  however,  that if the IPO Event  does not occur on or
         prior to July 1, 2004,  then all  accrued  and unpaid  interest on this
         Note  shall be  payable  on such date and shall be  payable on each one
         month anniversary thereafter. Interest shall be calculated on the basis
         of a 360-day  year and shall  accrue  daily and be  compounded  monthly
         commencing on the Original Issue Date.

                           (b) The Company shall pay the  outstanding  principal
         amount of the Note to the Holder on the Maturity Date.

                           (c)  Following an Offering  Termination,  the Company
         may  prepay  without  penalty  or  premium  all or any  portion  of the
         outstanding  principal  amount  and any  accrued  but  unpaid  interest
         thereon  under  this  Note  upon not less  than 10 days  prior  written
         notice.

         3.  REGISTRATION  OF NOTES.  The Company shall  register the Notes upon
records to be maintained  by the Company for that purpose (the "NOTE  REGISTER")
in the name of each record  holder  thereof  from time to time.  The Company may
deem and treat the  registered  Holder of this

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<PAGE>

Note as the absolute  owner hereof for the purpose of any  conversion  hereof or
any payment of interest hereon, and for all other purposes, absent actual notice
to the contrary.

         4. REGISTRATION OF TRANSFERS AND EXCHANGES.  No transfer of any portion
of this Note shall be effected  without  complying with the legend  requirements
set forth in Section 4.1 of the Purchase  Agreement.  The Company shall register
the transfer of any portion of this Note in the Note Register upon  surrender of
this Note to the Company at its address  for notice set forth  herein.  Upon any
such  registration or transfer,  a new Note, in substantially  the forth of this
Note (any such new Note, a "NEW NOTE"),  evidencing  the portion of this Note so
transferred  shall be issued to the  transferee  and a New Note  evidencing  the
remaining  portion of this Note not so  transferred,  if any, shall be issued to
the  transferring  Holder.  The  acceptance  of the New  Note by the  transferee
thereof shall be deemed the  acceptance by such  transferee of all of the rights
and obligations of a holder of a Note.  This Note is  exchangeable  for an equal
aggregate principal amount of Notes of different  authorized  denominations,  as
requested by the Holder  surrendering  the same. No service  charge or other fee
will be  imposed  in  connection  with  any such  registration  of  transfer  or
exchange.

         5. CONVERSION.

                           (a) AT THE OPTION OF THE  HOLDER.  All or any portion
         of the  principal  amount  of  this  Note  then  outstanding  shall  be
         convertible  into  shares  of  Common  Stock  at the  Conversion  Price
         (subject to limitations  set forth in Section  5(c)),  at the option of
         the  Holder,  at any time  and from  time to time  from and  after  the
         Original  Issue Date.  The Holder shall effect  conversions  under this
         Section 5(a), by delivering to the Company a Conversion Notice together
         with a  schedule  in the  form  of  SCHEDULE  I  attached  hereto  (the
         "CONVERSION SCHEDULE").  The number, of Underlying Shares issuable upon
         any conversion  hereunder  shall  (subject to limitations  set forth in
         Section 5(c)) equal the outstanding principal amount of this Note to be
         converted  divided by the Conversion Price. If the Holder is converting
         less than all of the principal amount represented by this Note, or if a
         conversion hereunder may not be effected in full due to the application
         of Section 5(c), the Company shall honor such  conversion to the extent
         permissible  hereunder  and  shall  promptly  deliver  to the  Holder a
         Conversion  Schedule indicating the principal amount which has not been
         converted.  If, in connection with the consummation of the IP0 Event, a
         Holder  desires to convert any principal  amount of this Note in excess
         of the principal amount subject to an Automatic  Conversion (as defined
         below),  then the Holder must notify the Company of such  conversion in
         accordance  with the terms  hereof by no later  than 10  Business  Days
         after  delivery  of notice from the Company  that it has  received  the
         initial comments on the  Registration  Statement from the Commission or
         has  received  notice that the  Commission  will not be  reviewing  the
         Registration  Statement.  Any such conversion election by a Holder will
         be  irrevocable  and will be deemed an Automatic  Conversion  and shall
         occur on the Automatic Conversion Date (as defined below).

                           (b) AT THE OPTION OF THE COMPANY. Upon the earlier to
         occur of (1) the  consummation  of the IPO Event and (2) the  Effective
         Date,  the Company may cause 50% of the  principal  amount of this Note
         then  outstanding  to  be  automatically   converted  into  fully  paid
         non-assessable  shares of Common Stock (such conversion,  an "AUTOMATIC

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<PAGE>

         CONVERSION")  at the Conversion  Price (subject to the  limitations set
         forth in Sections 5(c) and 12), by delivery of a notice (the "AUTOMATIC
         CONVERSION  Notice") to the Holder,  which  notice  shall  describe the
         Automatic Conversion; provided, however, that the Company may not cause
         an Automatic  Conversion  unless as of the "Automatic  Conversion Date"
         (as defined below), the Equity Conditions are satisfied with respect to
         all of the  Underlying  Shares  then  issuable  under  the  Transaction
         Documents.   Upon  an  Automatic  Conversion  in  accordance  with  the
         procedures  specified in this  Section  5(b),  and  effective as of the
         close of business on the Automatic  Conversion Date, this Note shall be
         converted  into fully paid and  non-assessable  shares of Common  Stock
         automatically  without the need for any  further  action by the Holder.
         Upon the  occurrence of such Automatic  Conversion of this Note,  there
         shall  be  issued  and  delivered  to  the  Holder  a  certificate   or
         certificates  for the number of shares of Common  Stock into which this
         Note were convertible on the Automatic Conversion Date. For purposes of
         this Section 5(b), the "AUTOMATIC  CONVERSION DATE" shall mean the date
         of the IPO Event.

                           (c) Certain Conversion Restrictions.  Notwithstanding
         anything  to the  contrary  contained  herein,  the number of shares of
         Common  Stock that may be acquired by a Holder upon any  conversion  of
         Notes (or  otherwise in respect  hereof) shall be limited to the extent
         necessary  to  insure  that,   following  such   conversion  (or  other
         issuance), the total number of shares of Common Stock then beneficially
         owned by such Holder and its  Affiliates  and any other  Persons  whose
         beneficial  ownership  of Common  Stock would be  aggregated  with such
         Holder's for purposes of Section  13(d) of the Exchange  Act,  does not
         exceed 9.999% (the "PERCENTAGE  CAP") of the total number of issued and
         outstanding  shares of Common  Stock  (including  for such  purpose the
         shares  of  Common  Stock  issuable  upon  such  conversion).  For such
         purposes,  beneficial  ownership shall be determined in accordance with
         Section  13(d)  of the  Exchange  Act and  the  rules  and  regulations
         promulgated thereunder. Additionally, by written notice to the Company,
         the Holder may waive the provisions of this Section 5(c) or increase or
         decrease the Percentage Cap to any other  percentage  specified in such
         notice, but (i) any such waiver or increase will not be effective until
         the 61st day after such notice is delivered  to the  Company,  and (ii)
         any such waiver or  increase or decrease  will apply only to the Holder
         and not to any other  holder of  Warrants.  The  Company  shall have no
         obligation to determine the beneficial  ownership of any Holder and its
         Affiliates and any other Persons whose  beneficial  ownership of Common
         Stock would be  aggregated  with the  Holder's for purposes of Sections
         13(d) and 16 of the Exchange Act. This provision shall not restrict the
         number  of  shares  of  Common  Stock  which a Holder  may  receive  or
         beneficially  own in order to  determine  the amount of  securities  or
         other  consideration  that such  Holder  may  receive in the event of a
         merger,   sale  or  other  business   combination  or  reclassification
         involving the Company as contemplated herein.

         6. MECHANICS OF CONVERSION.
                           (a) The number of Underlying Shares issuable upon any
         conversion  hereunder shall equal (i) the outstanding  principal amount
         of this Note to be converted,  divided by the

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<PAGE>

         Conversion  Price on the Conversion  Date,  plus (ii) the amount of any
         accrued but unpaid  interest on this Note through the Conversion  Date,
         divided by the  Conversion  Price on the Conversion  Date,  unless such
         interest is paid in cash by the Company on the Conversion Date.

                           (b) Upon  conversion  of this Note and receipt of the
         Conversion  Notice,  the Company shall  promptly (but in no event later
         than  three  Business  Days  after  the  Conversion  Date or the  tenth
         Business  Day after a Conversion  Date that is on or following  the IP0
         Event) issue or cause to be issued and cause to be delivered to or upon
         the written order of the Holder and in such name or names as the Holder
         may designate a certificate  for the  Underlying  Shares  issuable upon
         such conversion,  free of restrictive  legends,  unless required by the
         Purchase  Agreement.  The Holder,  or any Person so  designated  by the
         Holder to receive  Underlying  Shares,  shall be deemed to have  become
         holder of record of such Underlying  Shares as of the Conversion  Date.
         The Company  shall,  upon request of the Holder,  use its  commercially
         reasonable    efforts   to   deliver    Underlying   Shares   hereunder
         electronically  through the  Depository  Trust  Corporation  or another
         established clearing corporation performing similar functions.

                           (c) The Holder  shall not be  required to deliver the
         original  Note in order to effect a  conversion  hereunder.  The Holder
         agrees to use  reasonable  efforts to deliver the original  Note to the
         Company for  cancellation  within 5 Business  Days of such  conversion.
         Automatic  Conversion  pursuant  -to  Section  5(b) and any  conversion
         effected in  accordance  with the last two  sentences  of Section  5(a)
         shall have the same effect as cancellation of the original Note and, if
         applicable,   issuance  of  a  New  Note   representing  the  remaining
         outstanding principal amount. Upon surrender of this Note following one
         or more partial conversions,  the Company shall promptly deliver to the
         Holder a New Note  representing  the  remaining  outstanding  principal
         amount.

                           (d) The  Company's  obligations  to issue and deliver
         Underlying  Shares upon  conversion of this Note in accordance with the
         terms hereof are absolute and unconditional, irrespective of any action
         or inaction  by the Holder to enforce  the same,  any waiver or consent
         with  respect to any  provision  hereof,  the  recovery of any judgment
         against  any Person or any action to enforce  the same,  or any setoff,
         counterclaim,  recoupment,  limitation or termination, or any breach or
         alleged  breach by the Holder or any other Person of any  obligation to
         the Company or any violation or alleged  violation of law by the Holder
         or any other Person,  and irrespective of any other  circumstance which
         might  otherwise  limit such obligation of the Company to the Holder in
         connection with the issuance of such Underlying Shares.

                           (e)  If  by  (x)  the  third  Business  Day  after  a
         Conversion  Date  that is  prior  to the IP0  Event,  or (y) the  tenth
         Business  Day after a Conversion  Date that is on or following  the IP0
         Event,  the  Company  fails to deliver to the  Holder  such  Underlying
         Shares in such amounts and in the manner  required  pursuant to Section
         6, then the Holder will have the right to rescind such conversion. .

                           (f) If by the third  Business  Day after a Conversion
         Date the Company fails to deliver to the Holder such Underlying  Shares
         in such amounts and in the manner  required  pursuant to Section 6, and
         if after  such third  Business  Day the  Holder  purchases  (in an open
         market  transaction or otherwise)  shares of Common Stock to deliver in

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<PAGE>

         satisfaction  of a sale by such Holder of the  Underlying  Shares which
         the Holder  anticipated  receiving  upon such  conversion (a "BUY-IN"),
         then the  Company  shall  either (i) pay cash to such  Purchaser  in an
         amount  equal  to such  Purchaser's  total  purchase  price  (including
         brokerage  commissions,  if any)  for the  shares  of  Common  Stock so
         purchased (the "BUY-IN Price"), at which point the Company's obligation
         to deliver  such  certificate  (and to issue such Common  Stock)  shall
         terminate,  or (ii)  promptly  honor its  obligation to deliver to such
         Purchaser a certificate or certificates  representing such Common Stock
         and pay cash to such  Purchaser  in an amount  equal to the  excess (if
         any) of the Buy-In  Price over the product of (A) such number of shares
         of Common  Stock,  times (B) the Closing Price on the date of the event
         giving rise to the Company's obligation to deliver such certificate.

         7. EVENTS OF DEFAULT.

                           (a) "EVENT OF DEFAULT" means any one of the following
         events  (whatever  the reason  and  whether  it shall be  voluntary  or
         involuntary  or  effected  by  operation  of  law  or  pursuant  to any
         judgment,  decree  or  order  of any  court,  or  any  order,  rule  or
         regulation of any administrative or governmental body):

                           (i) any default in the payment  (free of any claim of
         subordination) of principal,  interest or liquidated damages in respect
         of any Notes, as and when the same becomes due and payable  (whether on
         a Conversion Date or the Maturity Date or by acceleration or prepayment
         or otherwise);

                           (ii) the Company or any Subsidiary defaults in any of
         its obligations under any other note or any mortgage,  credit agreement
         or other facility,  indenture  agreement,  factoring agreement or other
         instrument  under which  there may be issued,  or by which there may be
         secured or evidenced,  any indebtedness for borrowed money or money due
         under any long term leasing or factoring  arrangement of the Company or
         any  Subsidiary  in  an  amount   exceeding   $100,000,   whether  such
         indebtedness  now  exists or is  hereafter  created,  and such  default
         results in such indebtedness becoming or being declared due and payable
         prior to the date on which it would otherwise become due and payable;

                           (iii) the occurrence of a Triggering Event other than
         as a result of an occurrence  described in clause (e) of the definition
         thereof;

                           (iv) the occurrence of a Change of Control;

                           (v) the Company  breaches Section 4.9 of the Purchase
         Agreement;

                           (vi) the occurrence of an Offering Termination;

                           (vii) following the Effective Date, the effectiveness
         of the  Registration  Statement  lapses for any reason,  or the Company
         fails to deliver a certificate evidencing any Securities to a Purchaser
         within 10 days after delivery of such certificate is required  pursuant
         to any Transaction  Document,  or the Holder is not permitted to resell
         the
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         Securities under the  Registration  Statement or under Rule 144, in any
         case,  for more than 20 Business  Days  (which need not be  consecutive
         Business Days); or

                           (viii) the Company defaults in the timely performance
         of any other  obligation  under the  Transaction  Documents that is not
         subject  to a good  faith  dispute  by the  Company  and  such  default
         continues  uncured for a period of twenty  Business Days after the date
         on which  notice of such  default is first  given to the Company by the
         Holder (it being  understood  that no prior notice need be given in the
         case of a  default  that  cannot  reasonably  be  cured  within  twenty
         Business Days).

                           (b) At any time or times  following the occurrence of
         an Event of  Default,  the Holder  shall  have the option to elect,  by
         notice to the  Company (an "EVENT  NOTICE"),  to require the Company to
         repurchase all or any portion of (i) the outstanding  principal  amount
         of this Note, at a repurchase price equal to the greater of (A) 115% of
         such outstanding principal amount, plus all accrued but unpaid interest
         thereon  through the date of payment,  or (B) the Event Equity Value of
         the  Underlying  Shares  issuable  upon  conversion  of such  principal
         amount,  plus all accrued but unpaid interest  thereon through the date
         of  payment,  and  (ii)  solely  in the  case of an  Event  of  Default
         described in Section  7(a)(vii),  any Underlying  Shares issued to such
         Holder  upon  conversion  of Notes,  at a price per share  equal to the
         Event Equity Value of such  Underlying  Shares.  The  aggregate  amount
         payable pursuant to the preceding sentence is referred to as the "EVENT
         PRICE." The Company shall pay the  aggregate  Event Price to the Holder
         no later than the third  Business Day following the date of delivery of
         the Event Notice, and upon receipt thereof the Holder shall deliver the
         original  Note and  original  certificates  evidencing  any  Underlying
         Shares so repurchased to the Company (to the extent such documents have
         been delivered to the Holder).

                           (c) Upon the occurrence of any Bankruptcy  Event, all
         outstanding  principal  and  accrued  but unpaid  interest on this Note
         shall immediately  become due and payable in full in cash,  without any
         further  action by the Holder,  and the Company  shall  immediately  be
         obligated to repurchase this Note and all such Underlying Shares at the
         Event Price  pursuant to the  preceding  paragraph as if the Holder had
         delivered an Event Notice  immediately  prior to the occurrence of such
         Bankruptcy Event.

                           (d) In  connection  with any  Event of  Default,  the
         Holder need not provide and the Company hereby waives any  presentment,
         demand,  protest  or other  notice  of any  kind,  and the  Holder  may
         immediately and without  expiration of any grace period enforce any and
         all of its  rights  and  remedies  hereunder  and  all  other  remedies
         available  to it under  applicable  law.  Any such  declaration  may be
         rescinded  and  annulled  by the  Holder at any time  prior to  payment
         hereunder.  No such rescission or annulment shall affect any subsequent
         Event of Default or impair any right consequent thereto.

8. RANKING.  No indebtedness of the Company is senior to or pari passu with this
Note  (and the  other  Notes)  in right of  payment,  whether  with  respect  of
interest,  damages or upon liquidation or dissolution or otherwise.  The Company
will not, and will not permit any Subsidiary to,  directly or indirectly,  enter
into,  create,  incur,  assume or suffer to exist any  indebtedness for borrowed
money,  on or with  respect  to any of its  property  or  assets  now  owned

                                       8
<PAGE>

or  hereafter  acquired  or any  interest  therein  or  any  income  or  profits
therefrom,  that is  senior  or  pari  passu  in any  respect  to the  Company's
obligations  under the Notes. So long as any Notes are outstanding,  (i) neither
the Company nor any Subsidiary shall, directly or indirectly,  redeem,  purchase
or  otherwise  acquire  any  capital  stock or set aside any  monies  for such a
redemption, purchase or other acquisition, and (ii) the Company shall not pay or
declare any dividend or make any distribution on any capital stock, except stock
dividends on the Common Stock payable in additional shares of Common Stock.

         9. CHARGES, TAXES AND EXPENSES. Issuance of certificates for Underlying
Shares upon  conversion  of (or otherwise in respect of) this Note shall be made
without  charge to the Holder for any issue or transfer  tax,  withholding  tax,
transfer agent fee or other incidental tax or expense in respect of the issuance
of such  certificate,  all of  which  taxes  and  expenses  shall be paid by the
Company;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any certificates for Underlying  Shares or Notes in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring  this Note or receiving  Underlying
Shares in respect hereof.

         10.  RESERVATION OF UNDERLYING  SHARES.  The Company  covenants that it
will at all  times  reserve  and  keep  available  out of the  aggregate  of its
authorized but unissued and otherwise  unreserved  Common Stock,  solely for the
purpose of enabling it to issue  Underlying  Shares as required  hereunder,  the
number of  Underlying  Shares which are then issuable and  deliverable  upon the
conversion  of (and  otherwise  in respect  of) this entire  Note  (taking  into
account  any  adjustments  that  may be  required  by  SECTION  11),  free  from
preemptive rights or any other contingent  purchase rights of persons other than
the Holder.  The Company  covenants that all  Underlying  Shares so issuable and
deliverable  shall,  upon issuance in accordance with the terms hereof,  be duly
and validly  authorized,  issued and fully paid and  nonassessable.  The Company
covenants that it shall keep the Registration  Statement  continuously effective
until the Maturity Date.

         11. CERTAIN ADJUSTMENTS.  The Conversion Price is subject to adjustment
from time to time as set forth in this SECTION 11.

                           (a) STOCK  DIVIDENDS AND SPLITS.  If the Company,  at
         any time while this Note is  outstanding,  (i) pays a stock dividend on
         its Common  Stock or  otherwise  makes a  distribution  on any class of
         capital  stock  that  is  payable  in  shares  of  Common  Stock,  (ii)
         subdivides  outstanding  shares of Common Stock into a larger number of
         shares,  or (iii)  combines  outstanding  shares of Common Stock into a
         smaller number of shares,  then in each such case the Conversion  Price
         shall be multiplied  by a fraction of which the numerator  shall be the
         number of shares of Common Stock  outstanding  immediately  before such
         event and of which  the  denominator  shall be the  number of shares of
         Common Stock  outstanding  immediately after such event. Any adjustment
         made pursuant to clause (i) of this  paragraph  shall become  effective
         immediately after the record date for the determination of stockholders
         entitled to receive such dividend or  distribution,  and any adjustment
         pursuant  to  clause  (ii) or (iii)  of this  paragraph  shall  become,
         effective  immediately  after the effective date of such subdivision or
         combination.

                                       9
<PAGE>

                           (b) PRO RATA  DISTRIBUTIONS.  If the Company,  at any
         time  while this Note is  outstanding,  distributes  to all  holders of
         Common  Stock (i)  evidences  of its  indebtedness,  (ii) any  security
         (other than a  distribution  of Common Stock  covered by the  preceding
         paragraph),  (iii) rights or warrants to subscribe  for or purchase any
         security,  or  (iv)  any  other  asset  (in  each  case,   "DISTRIBUTED
         PROPERTY"),  then,  at the request of the Holder  delivered  before the
         90th day after the record date fixed for  determination of stockholders
         entitled to receive such distribution,  the Company will deliver to the
         Holder,  within five Business Days after such request (or, if later, on
         the effective date of such distribution), the Distributed Property that
         the  Holder  would  have been  entitled  to  receive  in respect of the
         Underlying  Shares  for which  this  Note  could  have  been  converted
         immediately prior to such record date. If such Distributed  Property is
         not delivered to the Holder  pursuant to the preceding  sentence,  then
         upon any  conversion  of this Note that occurs  after such record date,
         the Holder shall be entitled to receive,  in addition to the Underlying
         Shares  otherwise  issuable  upon  such  conversion,   the  Distributed
         Property that the Holder would have been entitled to receive in respect
         of such  number of  Underlying  Shares had the  Holder  been the record
         holder of such Underlying Shares immediately prior to such record date.

                           (c) FUNDAMENTAL  TRANSACTIONS.  If, at any time while
         this  Note is  outstanding,  (i) the  Company  effects  any  merger  or
         consolidation  of the Company  with or into  another  Person,  (ii) the
         Company effects any sale of all or  substantially  all of its assets in
         one or a series of  related  transactions,  (iii) any  tender  offer or
         exchange offer (whether by the Company or another  Person) is completed
         pursuant to which  holders of Common  Stock are  permitted to tender or
         exchange their shares for other securities,  cash or property,  or (iv)
         the Company  effects any  reclassification  of the Common  Stock or any
         compulsory  share  exchange  pursuant  to  which  the  Common  Stock is
         effectively  converted into or exchanged for other securities,  cash or
         property  (other than as a result of a subdivision  or  combination  of
         shares of Common  Stock  covered by Section  11(a)  above) (in any such
         case, a "FUNDAMENTAL Transaction"), then upon any subsequent conversion
         of this Note,  the Holder  shall  have the right to  receive,  for each
         Underlying  Share that would have been  issuable  upon such  conversion
         absent  such  Fundamental  Transaction,  the same  kind and  amount  of
         securities,  cash or property as it would have been entitled to receive
         upon the  occurrence of such  Fundamental  Transaction  if it had been,
         immediately  prior to such Fundamental  Transaction,  the holder of one
         share of Common Stock (the  "ALTERNATE  CONSIDERATION").  If holders of
         Common  Stock  are  given  any  choice  as to the  securities,  cash or
         property to be received in a Fundamental  Transaction,  then the Holder
         shall be given the same  choice as to the  Alternate  Consideration  it
         receives upon any conversion of this Note  following  such  Fundamental
         Transaction.  To the  extent  necessary  to  effectuate  the  foregoing
         provisions,  any  successor to the Company or surviving  entity in such
         Fundamental Transaction shall issue to the Holder a new Note consistent
         with the foregoing  provisions  and  evidencing  the Holder's  right to
         convert  such  Note  into  Alternate  Consideration.  The  terms of any
         agreement pursuant to which a Fundamental Transaction is effected shall
         include  terms  requiring  any such  successor or  surviving  entity to
         comply with the provisions of this paragraph (c) and insuring that this
         Note (or any such replacement security) will be similarly adjusted upon
         any subsequent transaction analogous to a Fundamental Transaction.

                                       10
<PAGE>

                           (d) SUBSEQUENT  EQUITY SALES.  The provisions of this
         SECTION 11(D) shall only apply prior to the IPO Event.

                           (i) If, at any time while  this Note is  outstanding,
         the Company or any Subsidiary  issues additional shares of Common Stock
         or rights,  warrants,  options or other securities or debt convertible,
         exercisable  or  exchangeable  for shares of Common  Stock or otherwise
         entitling any Person to acquire  shares of Common Stock  (collectively,
         "COMMON  STOCK  EQUIVALENTS")  at an effective net price to the Company
         per  share of  Common  Stock  (the  "EFFECTIVE  PRICE")  less  than the
         Conversion  Price  (as  adjusted  hereunder  to such  date),  then  the
         Conversion  Price shall be reduced to equal the Effective Price. If, at
         any time while this Note is outstanding,  the Company or any Subsidiary
         issues Common Stock or Common Stock  Equivalents at an Effective  Price
         greater than the Conversion Price (as adjusted  hereunder to such date)
         but less than the average  Closing  Price over the five  Business  Days
         prior to such issuance (the  "ADJUSTMENT  PRICE"),  then the Conversion
         Price shall be reduced to equal the product of (A) the Conversion Price
         in effect  immediately prior to such issuance of Common Stock or Common
         Stock Equivalents  times (B) a fraction,  the numerator of which is the
         sum of (1) the number of shares of Common Stock outstanding immediately
         prior to such  issuance,  plus (2) the number of shares of Common Stock
         which the  aggregate  Effective  Price of the Common  Stock  issued (or
         deemed to be issued) would  purchase at the Adjustment  Price,  and the
         denominator of which is the aggregate  number of shares of Common Stock
         outstanding  or  deemed  to  be  outstanding   immediately  after  such
         issuance.  For  purposes  of this  paragraph,  in  connection  with any
         issuance of any Common  Stock  Equivalents,  (A) the maximum  number of
         shares  of  Common  Stock   potentially   issuable  at  any  time  upon
         conversion,  exercise or exchange of such Common Stock Equivalents (the
         "DEEMED  NUMBER")  shall be deemed to be  outstanding  upon issuance of
         such Common Stock  Equivalents,  (B) the Effective Price  applicable to
         such Common Stock shall equal the minimum dollar value of consideration
         payable to the Company to purchase such Common Stock Equivalents and to
         convert,  exercise  or  exchange  them into  Common  Stock  (net of any
         discounts, fees, commissions and other expenses), divided by the Deemed
         Number,  and (C) no further  adjustment shall be made to the Conversion
         Price  upon the  actual  issuance  of  Common  Stock  upon  conversion,
         exercise or exchange of such Common Stock Equivalents.

                           (ii) If, at any time while this Note is  outstanding,
         the Company or any Subsidiary  issues Common Stock  Equivalents with an
         Effective Price or, a number of underlying shares that floats or resets
         or  otherwise  varies or is subject to  adjustment  based  (directly or
         indirectly)  on market  prices of the Common Stock (a  "FLOATING  PRICE
         SECURITY"),  then for purposes of applying the  preceding  paragraph in
         connection with any subsequent conversion,  the Effective Price will be
         determined  separately  on each  Conversion  Date and will be deemed to
         equal the lowest  Effective  Price at which any holder of such Floating
         Price Security is entitled to acquire  Common Stock on such  Conversion
         Date  (regardless  of whether any such  holder  actually  acquires  any
         shares on such date).

                           (iii)  Notwithstanding  the foregoing,  no adjustment
         will be made under this  paragraph  (d) in respect of the  issuance  of
         Excluded Stock.

                                       11
<PAGE>

                           (e)  RECLASSIFICATIONS:  SHARE EXCHANGES.  In case of
         any  reclassification  of the Common  Stock,  or any  compulsory  share
         exchange  pursuant to which the Common  Stock is  converted  into other
         securities,  cash or property  (other than  compulsory  share exchanges
         which constitute  Change of Control  transactions),  the Holders of the
         Notes then outstanding  shall have the right thereafter to convert such
         shares  only into the  shares of stock and other  securities,  cash and
         property  receivable  upon or  deemed to be held by  holders  of Common
         Stock  following  such  reclassification  or  share  exchange,  and the
         Holders  shall be  entitled  upon such event to receive  such amount of
         securities,  cash or  property  as a holder of the  number of shares of
         Common  Stock of the Company into which such shares of Notes could have
         been  converted  immediately  prior to such  reclassification  or share
         exchange would have been entitled. This provision shall similarly apply
         to successive reclassifications or share exchanges.

                           (f) CALCULATIONS. All calculations under this SECTION
         11 shall be made to the nearest cent or the nearest 1/100th of a share,
         as applicable.  The number of shares of Common Stock outstanding at any
         given time shall not include shares owned or held by or for the account
         of the  Company,  and the  disposition  of any  such  shares  shall  be
         considered an issue or sale of Common Stock.

                           (g) NOTICE OF  ADJUSTMENTS.  Upon the  occurrence  of
         each adjustment pursuant to this SECTION 11, the Company at its expense
         will promptly  compute such  adjustment  in  accordance  with the terms
         hereof and prepare a certificate  describing in reasonable  detail such
         adjustment  and the  transactions  giving rise  thereto,  including all
         facts upon which such adjustment is based.  Upon written  request,  the
         Company will promptly  deliver a copy of each such  certificate  to the
         Holder.

                           (h) NOTICE OF  CORPORATE  EVENTS.  If the Company (i)
         declares a dividend or any other  distribution  of cash,  securities or
         other  property  in  respect  of its Common  Stock,  including  without
         limitation  any  granting  of rights or warrants  to  subscribe  for or
         purchase  any  capital  stock of the  Company or any  Subsidiary,  (ii)
         authorizes  or approves,  enters into any  agreement  contemplating  or
         solicits stockholder approval for any Fundamental  Transaction or (iii)
         authorizes the voluntary dissolution,  liquidation or winding up of the
         affairs of the Company,  then the Company shall deliver to the Holder a
         notice   describing   the  material   terms  and   conditions  of  such
         transaction,  at least 20 calendar days prior to the applicable  record
         or effective  date on which a Person would need to hold Common Stock in
         order to participate in or vote with respect to such  transaction,  and
         the Company will take all steps reasonably necessary in order to insure
         that the Holder is given the practical opportunity to convert this Note
         prior to such time so as to participate in or vote with respect to such
         transaction; provided, however, that the failure to deliver such notice
         or any defect  therein  shall not affect the validity of the  corporate
         action required to be described in such notice.

         12. LIMITATION ON CONVERSION.  Notwithstanding anything to the contrary
contained  herein,  the number of shares of Common Stock that may be acquired by
the Holder upon any  conversion  of this Note (or  otherwise in respect  hereof)
shall be  limited  to the  extent  necessary  to  insure  that,  following  such
conversion (or other issuance),  the total number of shares of Common Stock then
beneficially owned by such Holder and its Affiliates and any other Persons whose

                                       12
<PAGE>

beneficial  ownership of Common Stock would be aggregated  with the Holder's for
purposes  of Section  13(d) of the  Exchange  Act,  does not exceed  4.999% (the
"MAXIMUM  PERCENTAGE") of the total number of issued and  outstanding  shares of
Common Stock  (including  for such  purpose the shares of Common Stock  issuable
upon  such  conversion).  For  such  purposes,  beneficial  ownership  shall  be
determined  in  accordance  with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  Each delivery of a Conversion Notice by
the Holder will constitute a representation  by the Holder that it has evaluated
the limitation  set forth in this paragraph and determined  that issuance of the
full  number  of  Underlying  Shares  requested  in such  Conversion  Notice  is
permitted under this paragraph. By written notice to the Company, the Holder may
waive the  provisions  of this  Section or  increase  or  decrease  the  Maximum
Percentage to any other  percentage  specified in such notice,  but (i) any such
waiver or increase will not be effective until the 61st day after such notice is
delivered to the Company,  and (ii) any such waiver or increase or decrease will
apply only to the Holder and not to any other holder of Notes.

         13.  FRACTIONAL  SHARES.  The Company shall not be required to issue or
cause to be issued  fractional  Underlying Shares on conversion of this Note. If
any fraction of an  Underlying  Share would,  except for the  provisions of this
Section,  be issuable  upon  conversion  of this Note,  the number of Underlying
Shares to be issued will be rounded up to the nearest whole share.

         14. NOTICES.  Any and all notices or other communications or deliveries
hereunder  (including  without  limitation  any  Conversion  Notice) shall be in
writing and shall be deemed given and  effective on the earliest of (i) the date
of  transmission,  if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 6:30 p.m. (New York City
time)  on a  Business  Day,  (ii)  the  next  Business  Day  after  the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section on a day that is not a Business Day
or later than 6:30 p.m.  (New York City  time) on any  Business  Day,  (iii) the
Business Day  following the date of mailing,  if sent by  nationally  recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given. The addresses for such communications  shall be:
(i) if to the Company,  do Guru Technologies Israel Ltd., Building 98, Jerusalem
Technology Park,  -P.O. Box 48253,  Jerusalem 91481,  ISRAEL,  facsimile:  (845)
818-3974,  attention Chief Financial  Officer,  or (ii) if to the Holder, to the
address or facsimile  number appearing on the Company's  stockholder  records or
such other address or facsimile  number as the Holder may provide to the Company
in accordance with this Section.

         15. MISCELLANEOUS.

                           (a) This Note  shall be  binding  on and inure to the
         benefit of the  parties  hereto  and their  respective  successors  and
         assigns. This Note may be amended only in writing signed by the Company
         and the Holder and their successors and assigns.

                           (b) Subject to SECTION 15(A), above,  nothing in this
         Note shall be construed to give to any person or corporation other than
         the  Company  and the Holder any legal or  equitable  right,  remedy or
         cause under this Note.  This Note shall inure to the sole and exclusive
         benefit of the Company and the Holder.

                                       13
<PAGE>

                           (c) GOVERNING LAW; VENUE;  WAIVER OF JURY TRIAL.  ALL
         QUESTIONS  CONCERNING  THE  CONSTRUCTION,   VALIDITY,  ENFORCEMENT  AND
         INTERPRETATION  OF THIS NOTE SHALL BE  GOVERNED  BY AND  CONSTRUED  AND
         ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
         WITHOUT  REGARD TO THE  PRINCIPLES  OF CONFLICTS  OF LAW THEREOF.  EACH
         PARTY HEREBY IRREVOCABLY  SUBMITS TO THE EXCLUSIVE  JURISDICTION OF THE
         STATE AND FEDERAL  COURTS  SITTING IN THE CITY OF NEW YORK,  BOROUGH OF
         MANHATTAN,  FOR  THE  ADJUDICATION  OF  ANY  DISPUTE  HEREUNDER  OR  IN
         CONNECTION  HEREWITH  OR WITH ANY  TRANSACTION  CONTEMPLATED  HEREBY OR
         DISCUSSED  HEREIN  (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF
         THE TRANSACTION  DOCUMENTS),  AND HEREBY  IRREVOCABLY WANES, AND AGREES
         NOT TO ASSERT IN ANY SUIT,  ACTION OR PROCEEDING,  ANY CLAIM THAT IT IS
         NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH
         SUIT, ACTION OR PROCEEDING IS IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY
         WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED
         IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY MAILING A COPY THEREOF VIA
         REGISTERED OR CERTIFIED  MAIL OR OVERNIGHT  DELIVERY  (WITH EVIDENCE OF
         DELIVERY)  TO SUCH PARTY AT THE  ADDRESS  IN EFFECT  FOR  NOTICES TO IT
         UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD
         AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED
         HEREIN  SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE  PROCESS
         IN ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALL RIGHTS TO
         A TRIAL BY JURY.

                           (d) The headings herein are for convenience  only, do
         not  constitute a part of this Note and shall not be deemed to limit or
         affect any of the provisions hereof.

                           (e) In case any one or more of the provisions of this
         Note shall be invalid or unenforceable in any respect, the validity and
         enforceability of the remaining terms and provisions of this Note shall
         not in any way be  affected or  impaired  thereby and the parties  will
         attempt in good faith to agree upon a valid and enforceable  provision,
         which shall be a commercially  reasonable substitute therefor, and upon
         so agreeing, shall incorporate such substitute provision in this Note.

                           (f) In the  event of any  stock  split,  subdivision,
         dividend or  distribution  payable in shares of Common  Stock (or other
         securities or rights  convertible into, or entitling the holder thereof
         to receive directly or indirectly shares of Common Stock),  combination
         or other similar  recapitalization  or event  occurring  after the date
         hereof,  each  reference  in this Note to a price  shall be  amended to
         appropriately account for such event.

(g) No  provision  of this  Note may be waived  or  amended  except in a written
instrument  signed,  in the case of an amendment,  by the Company and the Holder
or, or, in the case of a waiver,  by the Holder.  No waiver of any default  with
respect to any provision,  condition or requirement of this Note shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or
a waiver of any other provision,  condition or requirement  hereof nor shall any
delay or omission of either party to exercise any right  hereunder in any manner
impair the exercise of any such right.

                                       14
<PAGE>


IN WITNESS  WHEREOF,  the Company has caused this Note to be duly  executed by a
duly authorized officer as of the date first above indicated.

                            GURUNET CORPORATION


                            By:
                                 -----------------------------------------------
                            Name:   Robert S. Rosenschein
                            Title:  President and Chief Executive Officer

                                       15
<PAGE>

                            FORM OF CONVERSION NOTICE

(To be executed by the registered Holder
in order to convert Note)

The undersigned  hereby elects to convert the specified  principal  amount of 8%
Senior Secured  Convertible Notes (the "Notes") into shares of common stock, par
value $0.00 1 per share (the "Common Stock"), of GuruNet Corporation, a Delaware
corporation (the "Company"),  according to the conditions hereof, as of the date
written below.


                -------------------------------------------------------------
                Date to Effect Conversion

                -------------------------------------------------------------
                Principal amount of Notes owned prior to conversion

                -------------------------------------------------------------
                Principal amount of Notes to be Converted

                -------------------------------------------------------------
                Number of shares of Common Stock to be Issued

                -------------------------------------------------------------
                Applicable Conversion Price

                -------------------------------------------------------------
                Principal amount of Notes owned subsequent to Conversion

                -------------------------------------------------------------
                Name of Holder
                By:
                   ----------------------------------------------------------
                Name:
                     --------------------------------------------------------
                Title:
                      -------------------------------------------------------

                                       16
<PAGE>

                                   SCHEDULE 1

                               CONVERSION SCHEDULE

8% Senior  Secured  Convertible  Notes due on the  12-month  anniversary  of the
Original  Issue Date in the  aggregate  principal  amount of  $______  issued by
GuruNet  Corporation.  This Conversion Schedule reflects  conversions made under
the above referenced Notes.

                                     Dated:

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------------
      Date of Conversion         Amount of Conversion    Aggregate Principal     Applicable Conversion Price
                                                          Amount Remaining
                                                            Subsequent to
                                                             Conversion
 ----------------------------------------------------------------------------------------------------------------
<S>   <C>                        <C>                     <C>                     <C>

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</TABLE>

                                       17