EXHIBIT
        4(f)

    

     

    SUBORDINATED
      PROMISSORY NOTE

    


    
      	$184,268.95	
              June
                5,
                2007

            


    

    Ridgeland,
      Mississippi

    


    For
      good
      and valuable consideration, the receipt of which is hereby acknowledged,
      Knobias, Inc., a Delaware corporation (the "Company"), promises to pay to the
      order of Bank of Brookhaven (the "Holder"), the principal sum of One Hundred
      Eighty Four Thousand Two Hundred Sixty Eight Dollars and Ninety Five Cents
      ($184,268.95), together with interest thereon as provided for herein, which
      shall be payable (i) in forty-eight (48) equal consecutive monthly installments
      of principal in the amount of Three Thousand Eight Hundred Thirty Eight Dollars
      and Ninety Four Cents ($3,838.94), plus accrued interest thereon from the date
      of original issuance of this Note or the immediately preceding date of payment
      of interest, as the case may be, through and including the date of payment
      of
      such interest, payable monthly in arrears on the first business day of each
      month commencing June 1, 2007, and continuing through and including May 1,
      2011,
      or, if earlier, (ii) when, upon or after the occurrence of an Event of Default
      (as defined below), such amount is declared due and payable by the Holder or
      made automatically due and payable in accordance with the terms hereof (the
      “Maturity Date”).

    


    The
      Company further agrees to pay interest on the unpaid principal sum of this
      Note
      at an adjustable rate equal to the "Prime Rate" (as hereinafter defined), as
      adjusted as provided for herein, plus 1.0% per annum. For purposes hereof the
      “Prime Rate” shall mean the prime rate of interest published by the Wall Street
      Journal, and such rate shall change when and as changes in the Prime Rate are
      published by the Wall Street Journal. Interest shall be calculated on the basis
      of a 360 day year and shall accrue daily commencing on the date hereof until
      payment in full of the principal sum, together with all accrued and unpaid
      interest and other amounts which become due hereunder has been made. In no
      event
      shall the Holder hereof, or any permitted successor or assign, be entitled
      to
      receive, collect or retain any amount of interest paid hereon in excess of
      that
      permitted by applicable law. 

    


    This
      Note
      may be prepaid in whole or in part at any time. All payments made pursuant
      to
      this Note shall be applied first to reimbursable expenses, interest accrued,
      if
      any, and then principal.

    


    The
      following is a statement of rights of the Holder and the conditions to which
      this Note is subject, and to which the Holder, by acceptance of this Note,
      agrees:

     

    1. Subordination.
       (a) This
      Note
      will be subordinate and inferior to the Company’s Senior Indebtedness (as
      hereinafter defined). The Company covenants and agrees and the Holder of this
      Note, by its acceptance of this Note likewise covenants and agrees, that to
      the
      extent provided below the payment of all amounts due pursuant to this Note
      is
      hereby expressly subordinated and junior in right of payment to the extent
      and
      in the manner hereinafter set forth, to the Company’s Senior Indebtedness. As
      used herein, the term “Senior Indebtedness” shall mean the principal of and
      interest and premium, if any, on any and all, (i) indebtedness
      of the Company for borrowed money (whether
      by loan or the issuance and sale of debt securities)
      or
      obligations hereafter created,
      issued or incurred
      for borrowed money (whether
      by loan or the issuance and sale of debt securities)
      and (ii)
      any such indebtedness or any debentures, notes or other evidence of indebtedness
      issued in exchange for or to refinance such Senior Indebtedness. Notwithstanding
      the foregoing, Senior Indebtedness shall not include the $70,999.54
      in
      indebtedness of the Company owed to Timothy Aylor which ranks pari passu in
      right of payment to this Note.

    


    
      
         

      

      
        Exhibit
          4(f) - Page
          1

        
          

        

      

      
         

      

    

    (b) If
      there
      occurs a default
      (or any
      event which with the giving of notice or lapse of time or the satisfaction
      of
      any other condition (or any combination thereof) might constitute an event
      of
      default)
      or an
      event of default with respect to any Senior Indebtedness, or in the instrument
      under which any Senior Indebtedness is outstanding, permitting the holder of
      such Senior Indebtedness to accelerate the maturity thereof, then, unless and
      until such default or event of default shall have been cured or waived or shall
      have ceased to exist, or all Senior Indebtedness shall have been paid in full,
      no payment shall be made in respect of the principal of or interest on this
      Note, the
      Holder shall not demand or accept from the Company any such payment or cancel,
      set-off or otherwise discharge any part of the indebtedness represented by
      this
      Note, and neither the Company nor the Holder shall otherwise take or permit
      any
      action prejudicial to or inconsistent with the priority position of any holder
      of Senior Indebtedness over the Holder of this Note. 

    


    (c) If
      there
      should occur any receivership, insolvency, assignment for the benefit of
      creditors, bankruptcy, reorganization or arrangements with creditors (whether
      or
      not pursuant to bankruptcy or other insolvency laws), sale of all or
      substantially all of the assets, dissolution, liquidation or any other
      marshaling of the assets and liabilities of the Company, or if this Note shall
      be declared due and payable upon the occurrence of a default or an event of
      default with respect to any Senior Indebtedness, then (i) no amount shall be
      paid by the Company in respect of the principal of or interest on this Note
      at
      the time outstanding, unless and until the principal of and interest on the
      Senior Indebtedness then outstanding shall be paid in full, and (ii) no claim
      or
      proof of claim shall be filed with the Company by or on behalf of the Holder
      of
      this Note that shall assert any right to receive any payments in respect of
      the
      principal of and interest on this Note, except subject to the payment in full
      of
      the principal of and interest on all of the Senior Indebtedness then
      outstanding. 

    


    (d) In
      the
      event that the Company shall make any payment or prepayment to the Holder on
      account of the obligations under this Note which is prohibited by this Section,
      such payment shall be held by the Holder, in trust for the benefit of, and
      shall
      be paid forthwith over and delivered to, the holders of Senior Indebtedness
      (pro
      rata as to each of such holders on the basis of the respective amounts and
      priorities of Senior Indebtedness held by them) to the extent necessary to
      pay
      all Senior Indebtedness due to such holders of Senior Indebtedness in full
      in
      accordance with its terms (whether or not such Senior Indebtedness is due and
      owing), after giving effect to any concurrent payment or distribution to or
      for
      the holders of such Senior Indebtedness.

    


    (e) After
      all
      Senior Indebtedness indefeasibly is paid in full and until the obligations
      under
      the Note are paid in full, the Holder shall be subrogated to the rights of
      holders of Senior Indebtedness to the extent that distributions otherwise
      payable to the Holder have been applied to the payment of Senior Indebtedness.
      For purposes of such subrogation, no payments or distributions to holders of
      such Senior Indebtedness of any cash, property or securities to which the Holder
      would be entitled except for the provisions of this Section and no payment
      over
      pursuant to the provisions of this Section to holders of such Senior
      Indebtedness by the Holder, shall, as between the Company, its creditors other
      than holders of such Senior Indebtedness, and the Holder, be deemed to be a
      payment by the Company to or on account of such Senior Indebtedness, it being
      understood that the provisions of this Section are solely for the purpose of
      defining the relative rights of the holders of such Senior Indebtedness, on
      the
      one hand and the Holder, on the other hand.

    


    
      
         

      

      
        Exhibit
          4(f) - Page
          2

        
          

        

      

      
         

      

    

    (f) By
      its
      acceptance of this Note, the Holder agrees to execute and deliver such documents
      as may be reasonably requested from time to time by the Company or the holder
      of
      any Senior Indebtedness in order to implement the foregoing provisions of this
      Section.

    


    2. Events
      of Default.
      Provided that all of the Senior Indebtedness is paid in full, the Holder may,
      if
      any of the events specified in this Section shall occur (herein individually
      referred to as an "Event of Default"), so long as such condition exists, in
      addition to any other right, power or remedy granted to the Holder under this
      Note, or applicable law, either by suit in equity or by action at law, or both,
      declare the entire principal amount (and accrued interest thereon) and all
      other
      amounts immediately due and payable, without presentment, demand or notice
      of
      any kind, all of which are expressly waived, provided,
      however,
      that
      upon the occurrence of any Event of Default described in Section 2(c) or 2(d)
      hereof, the entire principal amount (and accrued interest thereon) and all
      other
      amounts shall automatically become due and payable: 

    


    (a)
      Payment of any portion of the principal of this Note or interest accrued thereon
      shall be delinquent for a period of 15 days or more after the due date thereof;
      

     

    (b)
      If
      the Company shall fail to observe any covenant or other provision contained
      in
      this Note (other than with respect to payment) and such failure of observance
      shall be continuing for 15 days after the Holder has given written notice
      thereof;

    


    (c)
      The
      institution by the Company of proceedings to be adjudicated as bankrupt or
      insolvent, or the consent by it to institution of bankruptcy or insolvency
      proceedings against it or the filing by it of a petition or answer or consent
      seeking reorganization or release under the federal Bankruptcy Act, or any
      other
      applicable federal or state law, or the consent by it to the filing of any
      such
      petition or the appointment of a receiver, liquidator, assignee, trustee or
      other similar official of the Company, or of any substantial part of its
      property, or the making by it of an assignment for the benefit of creditors,
      or
      the taking of corporate action by the Company in furtherance of any such
      action;

    


    (d)
      If,
      within 45 days after the commencement of an action against the Company (and
      service of process in connection therewith on the Company) seeking any
      bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
      relief under any present or future statute, law or regulation, such action
      shall
      not have been resolved in favor of the Company or all orders or proceedings
      thereunder affecting the operations or the business of the Company stayed,
      or if
      the stay of any such order or proceeding shall thereafter be set aside, or
      if,
      within 45 days after the appointment without the consent or acquiescence of
      the
      Company of any trustee, receiver or liquidator of the Company or of all or
      any
      substantial part of the properties of the Company, such appointment shall not
      have been vacated; or

    


    
      
         

      

      
        Exhibit
          4(f) - Page
          3

        
          

        

      

      
         

      

    

    (e)
      Any
      declared default of the Company under any Senior Indebtedness whether now
      existing or hereafter created that gives the holder thereof the right to
      accelerate such Senior Indebtedness, and such Senior Indebtedness is in fact
      accelerated by the holder. 

    


    4. Miscellaneous.

    


    (a) Waiver
      and Amendment.
      The
      rights and remedies herein reserved to any party shall be cumulative and in
      addition to any other or further rights and remedies available at law or in
      equity. The waiver by any party hereto of any breach of any provision of this
      Note shall not be deemed to be a waiver of the breach of any other provision
      or
      any subsequent breach of the same provision. This Note and its terms may be
      changed, waived or amended only by the written consent of the Company and the
      Holder and, if any such change, waiver, or amendment is with respect to the
      subordination provisions, the holders of at least a majority in the
      then-outstanding principal amount of the Senior Indebtedness.

    


    (b) Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Mississippi. Any legal suit, action or proceeding arising out of or based
      upon this Note shall be instituted in any federal or state court only in the
      County of Madison, State of Mississippi. The aforementioned choice of venue
      is
      intended to be mandatory and not permissive in nature, thereby precluding the
      possibility of litigation arising out of this Note in any jurisdiction other
      than that specified in this Section. The Holder and the Company each waive,
      to
      the fullest extent permitted by applicable law, any right it may have to assert
      the doctrine of forum non conveniens or similar doctrine or to object to venue
      with respect to any proceeding brought in accordance with this Section, and
      stipulates that the state and federal courts located in the County of Madison,
      State of Mississippi, shall have in personam jurisdiction and venue over them
      for the purpose of litigation any dispute, controversy or proceeding arising
      out
      of or related to this Note.

    


    (c)  Successors
      and Assigns.
      All of
      the terms and provisions of this Note shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors and permitted
      assigns.

    


    (d) Headings.
      The
      section headings contained in this Note are intended solely for convenience
      of
      reference and do not themselves constitute a part of this Note.

    


    (e) Severability.
      In case
      any provision contained herein (or part thereof) shall for any reason be held
      to
      be invalid, illegal, or unenforceable in any respect, such invalidity,
      illegality, or other unenforceability shall not affect any other provision
      (or
      the remaining part of the affected provision) hereof; but this Note shall be
      construed as if such invalid, illegal, or unenforceable provision (or part
      thereof) had never been contained herein, but only to the extent that such
      provision is invalid, illegal, or unenforceable.

    


    
      
         

      

      
        Exhibit
          4(f) - Page
          4

        
          

        

      

      
         

      

    

    (f) Costs
      of Collection. The
      Company shall reimburse Holder for all reasonable costs and expenses, including
      without limitation, reasonable attorneys’ fees and expenses, incurred in
      connection with (i) drafting, negotiating, executing and delivering any
      amendment, modification or waiver of, or consent with respect to, any matter
      relating to the rights of Holder hereunder; and (ii) enforcing any provisions
      of
      this Note and/or collecting any amounts due under this Note.

    


    (g) Notices.
      All
      notices, requests, demands or other communications which are required to be
      or
      may be given or permitted hereunder shall be in writing and shall be deemed
      to
      have been duly given when delivered in person or after dispatch by a recognized
      overnight courier to the appropriate party to whom the same is so given or
      made:

    


    
      	
            	To
              Holder at:	
              Bank
                of Brookhaven

            


    

    411
      Brookway Blvd.

    Brookhaven,
      MS 39601

    Attn:
      President

    


    
      	
            	To
              Company at:	
              Knobias,
                Inc.

            


    

    875
      Northpark Drive

    Ridgeland,
      MS 39157 

    Attn:
      President

    


    or
      to
      such other address as a party has designated by notice in writing to the other
      party in the manner provided by this Section. All such notices, requests,
      demands or other communications shall be deemed to have been received on the
      date of delivery thereof (if delivered by hand) and on the next day after
      sending thereof (if by overnight courier).

    


    (h) Assignment
      by the Company.
      Neither
      this Note nor any of the rights, interests or obligations hereunder may be
      assigned, by operation of law or otherwise, in whole or in part, by the
      Company.

    


    (i) No
      Set-Off.
      All
      payments by the Company under this Note shall be made free and clear of and
      without any deduction for or on account of any set-off or
      counterclaim.

    


    (j) Waiver
      of Presentment, Demand, Etc.
      To the
      fullest extent permitted by applicable law, the Company expressly waives
      presentment, demand, protest, notice of dishonor, notice of non-payment, notice
      of maturity, notice of protest, presentment for the purpose of accelerating
      maturity of the obligations under this Note, diligence in collection, and the
      benefit of any exemption or insolvency laws.

     

    
      
         

      

      
        Exhibit
          4(f) - Page
          5

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the Company has caused this Note to be duly executed and issued
      as of the date first written above.

    


     

    
      	 	
              KNOBIAS,
                INC.

              


              


              By:
                 
                    

              Name: E.
                Key Ramsey 

              Title: President

            


    

     

    
 

    
      
         

      

      
        Exhibit
          4(f) - Page
          6