THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER APPLICABLE
      SECURITIES LAWS AND MAY NOT BE TRANSFERRED ABSENT REGISTRATION THEREUNDER OR
      AN
      APPLICABLE EXEMPTION THEREFROM.

    


    MAGNITUDE
      INFORMATION SYSTEMS, INC.

    


    BRIDGE
      LOAN NOTE

    DUE______,
      2007

    


    


    
      	$__________________	
              Branchburg,
                New Jersey

            
	 	
              ________________,
                2007

            


    

    


    Magnitude
      Information Systems, Inc., a Delaware corporation (the “Company”),
      for
      value received hereby promises to pay to _____________, (“Holder”),
      the
      principal sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) on July 27,
      2007, in such coin or currency of the United States of America as at the time
      of
      payment shall be legal tender for the payment of public and private debts,
      and
      to pay interest at the rate of 1% per month on the principal amount of
      $50,000.00, accruing from April 27, 2007, or so much thereof as shall be
      outstanding at maturity, plus an origination fee of $5,000.00 and a grant of
      shares, in accordance with Section 2 below, also due at maturity. 

    


    1.
       Events
      of Default.

    


    In
      case
      one or more of the following “Events
      of Default”
shall
      have occurred and be continuing:

    


    (a) default
      in the due and punctual payment of the principal, the accrued interest and
      origination fee due under this Note upon maturity; or

    


    (b) a
      decree
      or order by a court shall have been entered adjudging the Company a bankrupt
      or
      insolvent, or appointing a receiver or trustee for the affairs or assets of
      the
      Company, and such decree or order shall have remained in force undischarged
      or
      unstayed for a period of 60 days; or

    


    (c) the
      Company shall institute proceedings to be adjudicated a voluntary bankrupt,
      or
      shall consent to the filing of any such petition or to the appointment of a
      receiver or trustee or shall make an assignment for the benefit of
      creditors.

    


    Except
      in
      the cases under 1(b) or 1(c), if, for whatsoever reason, the Company fails
      to
      pay all of the principal, accrued interests and origination fee upon maturity,
      this Note and the payment obligations hereunder shall be automatically extended
      for an additional 90 days and the Company shall issue five hundred thousand
      (500,000) shares of its common stock to the Holder as a penalty (the “penalty
      shares”) , subject, however, to postponement as provided in Section 2(c)
      below.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.
      Stock
      Grant and Convertibility.

     

    (a) The
      Company, as partial consideration for the loan upon which this Note is based,
      shall deliver to the Holder a stock grant of five hundred thousand (500,000)
      shares of the common stock of the Company at the maturity date.

    


    (b)
       The
      Holder hereof shall have the option to convert part or all of the outstanding
      principal balance, accrued interest and origination fee into shares of the
      common stock of the Company at maturity at a conversion rate that is the lower
      of (i) $.05 per share, or (ii) the investment rate utilized in any private
      placement consummated anytime following the date of this Note and continuing
      until maturity. 

    


    (c)
      The
      issuance of the stock grant at maturity, (a) above, the issuance of any shares
      pursuant to the exercise by the Holder of his election to convert at maturity
      ,
      (b) above, and the issuance of the penalty shares at maturity shall not be
      made
      at the time of maturity if the Company has a public offering in registration
      with the Securities and Exchange Commission under the Securities Act, in which
      event the stock grant, the issuance of any shares through the exercise of the
      Holder’s right of conversion and the issuance of the penalty shares shall be
      postponed until the 31st
      day
      following the date the subject registration statement has been declared
      effective or withdrawn. 

    


    3. Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New Jersey, without regard to the conflicts of laws principles thereof.
      Venue
      for any action pursuant hereto shall be in the appropriate state or federal
      court in New Jersey.

    


    4.
       Miscellaneous

    (a) Prior
      to
      due presentment for registration of transfer of this Note, the Company may
      deem
      and treat the registered holder hereof as the absolute owner of the Note
      (whether or not the Note shall be overdue and notwithstanding any notes of
      ownership or writing hereof made by anyone other than the Company), for the
      purpose of receiving payment of or on account of the principal hereof (and
      premium, if any) and interest hereon, for the conversion hereof and for all
      other purposes, and the Company shall not be affected by any notice to the
      contrary. All such payments or conversions shall be valid and effectual to
      satisfy and discharge the liability upon the Note to the extent of the sum
      or
      sums so paid, or the conversions so made.

    


    (b) No
      recourse shall be had for the payment of the principal of (or premiums, if
      any)
      or the interest on the Note, or for any claim based hereon, or otherwise in
      respect hereof, against any incorporator, stockholder, officer or director,
      as
      such, past, present or future, of the Company or of any successor corporation,
      either directly or through the Company or otherwise, 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 issuance hereof, expressly waived and
      released.

    
      	 	 	 
	 	AGNITUDE
              INFORMATION SYSTEMS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Edward
              Marney, President and
	 	Chef
              Executive Office