EXHIBIT
        4(b)

    

     

    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED
      IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

    


    Original
      Issue Date: June 6, 2007

    Original
      Conversion Price (subject to adjustment herein): $0.00622 

    


    $1,530,000

    


    


    SENIOR
      SECURED CONVERTIBLE NOTE

    DUE
      JUNE 6, 2010

    


    THIS
      NOTE
      is one of a series of duly authorized and issued Senior Secured Convertible
      Notes of Knobias, Inc., a Delaware corporation, having a principal place of
      business at 875 Northpark Drive, Ridgeland, MS 39157 (the “Company”),
      designated as its Senior Secured Convertible Note, due June 6, 2010 (the
“Note(s)”).

    


    FOR
      VALUE
      RECEIVED, the Company promises to pay to CAMOFI
      MASTER LDC
      or its
      registered assigns (the “Holder”),
      the
      principal sum of $1,530,000 on June 6, 2010 or such earlier date as the Notes
      are required or permitted to be repaid as provided hereunder (the “Maturity
      Date”),
      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:

    


    Section
      1. Definitions.
      For the
      purposes hereof, in addition to the terms defined elsewhere in this Note: (a)
      capitalized terms not otherwise defined herein have the meanings given to such
      terms in the Purchase Agreement, and (b) the following terms shall have the
      following meanings:

     

    


    “Alternate
      Consideration”
shall
      have the meaning set forth in Section 5(e)(iii).

    


    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday in the United States or a day on which banking institutions in the
      State
      of New York are authorized or required by law or other government action to
      close.

    


    “Change
      of Control Transaction”
means
      the occurrence of any of (i) an acquisition after the date hereof by an
      individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
      promulgated under the Exchange Act) of effective control (whether through legal
      or beneficial ownership of capital stock of the Company, by contract or
      otherwise) of in excess of 50% of the voting securities of the Company, or
      (ii)
      a replacement at one time or within a three year period of more than one-half
      of
      the members of the Company's board of directors which is not approved by a
      majority of those individuals who are members of the board of directors on
      the
      date hereof (or by those individuals who are serving as members of the board
      of
      directors on any date whose nomination to the board of directors was approved
      by
      a majority of the members of the board of directors who are members on the
      date
      hereof), or (iii) the execution by the Company of an agreement to which the
      Company is a party or by which it is bound, providing for any of the events
      set
      forth above in (i) or (ii). 

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          1

        
          

        

      

      
         

      

    

    “Common
      Stock”
means
      the common stock, par value $0.01 per share, of the Company and stock of any
      other class into which such shares may hereafter have been reclassified or
      changed.

    


    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries which would entitle the holder
      thereof to acquire at any time Common Stock, including without limitation,
      any
      debt, preferred stock, rights, options, warrants or other instrument that is
      at
      any time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Conversion
      Date”
shall
      have the meaning set forth in Section 4(a) hereof.

    


    “Conversion
      Price”
shall
      have the meaning set forth in Section 4(b).

     

    “Conversion
      Shares”
means
      the shares of Common Stock issuable upon conversion of Notes or as payment
      of
      interest in accordance with the terms hereof.

    


    “Effectiveness
      Date”
shall
      have the meaning given to such term in the Registration Rights Agreement.


    


    “Effectiveness
      Period”
shall
      have the meaning given to such term in the Registration Rights
      Agreement.

    


    “Equity
      Conditions”
      shall
      mean, during the period in question, (i) there is an effective Registration
      Statement pursuant to which the Holder is permitted to utilize the prospectus
      thereunder to resell all of the shares issuable pursuant hereunder and to the
      Transaction Documents (and the Company believes, in good faith, that such
      effectiveness will continue uninterrupted for the foreseeable future), (ii)
      the
      Common Stock is trading on the Trading Market and all of the shares issuable
      pursuant hereunder and to the Transaction Documents are listed for trading
      on a
      Trading Market (and the Company believes, in good faith, that trading of the
      Common Stock on a Trading Market will continue uninterrupted for the foreseeable
      future), (iii) the average daily trading volume of the Common Stock for the
      30
      Trading Days prior to the Interest Payment Date is at least 50,000 shares,
      (iv)
      there is a sufficient number of authorized but unissued and otherwise unreserved
      shares of Common Stock for the issuance of all of the share issuable pursuant
      hereunder and to the Transaction Documents, (v) there is then existing no Event
      of Default or event which, with the passage of time or the giving of notice,
      would constitute an Event of Default, and (vi) all of the share issued or
      issuable pursuant to the transaction proposed would not violate the limitations
      set forth in Section 4(c) below.

    


    “Event
      of
      Default” shall have the meaning set forth in Section 8.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          2

        
          

        

      

      
         

      

    

    “Fundamental
      Transaction”
shall
      have the meaning set forth in Section 5(e)(iii) hereof.

     

    “Interest
      Conversion Rate”
means
      eighty-five percent (85%) of the lesser of (i) the average 10 VWAP’s immediately
      prior to the applicable Interest Payment Date or (ii) the average 10 VWAP’s
      immediately prior to the date the applicable interest payment shares are issued
      and delivered if after the Interest Payment Date.

     

    “Late
      Fees”
shall
      have the meaning set forth in the second paragraph to this Note.

    


    “Mandatory
      Prepayment Amount”
for
      any
      Notes shall equal the sum of (i) 115% of the principal amount of Notes to be
      prepaid, plus all accrued and unpaid interest thereon, and (ii) all other
      amounts, costs, expenses and liquidated damages due in respect of such
      Notes.

    


    “Monthly
      Sinking Payment”
shall
      mean the sinking payments on the Note pursuant to Section 6(a)
      hereof.

    


    “Monthly
      Sinking Payment Amount”
shall
      mean, as to a Monthly Sinking Payment, 1/36th of the original principal amount
      in the aggregate.

    


    “Monthly
      Sinking Payment Date”
means
      the 1st
      of each
      month, commencing on the 1st
      day of
      the month following the anniversary of the Original Issue Date and ending upon
      the full redemption or Maturity of this Note. 

    


    “Original
      Issue Date”
shall
      mean the date of the first issuance of the Notes regardless of the number of
      transfers of any Note and regardless of the number of instruments which may
      be
      issued to evidence such Note.

    


    “Person”
means
      a
      corporation, an association, a partnership, organization, a business, an
      individual, a government or political subdivision thereof or a governmental
      agency.

    


    “Prime
      Rate”
means,
      on any day, the rate of interest published as the "Prime Rate" as of such day
      appearing in the "Money Rates" section of the Wall Street Journal, or any
      successor to such section.

    


    “Purchase
      Agreement”
means
      the Securities Purchase Agreement, dated as of June 6, 2007, to which the
      Company and the original Holder are parties, as amended, modified or
      supplemented from time to time in accordance with its terms.

    


    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of the Purchase
      Agreement, to which the Company and the original Holder are parties, as amended,
      modified or supplemented from time to time in accordance with its
      terms.

    


    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement, covering among other things the resale of the Conversion
      Shares and naming the Holder as a “selling stockholder” thereunder.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          3

        
          

        

      

      
         

      

    

    “Sinking
      Fund Account”
means
      the account to be maintained at a commercial bank or financial institution
      acceptable to the Holders of a majority of the Notes. 

     

    “Subsidiary”
shall
      have the meaning given to such term in the Purchase Agreement.

    


    “Trading
      Day”
means
      a
      day on which the Common Stock is traded on a Trading Market.

     

    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the Nasdaq SmallCap Market, the American
      Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or
      the
      OTC Bulletin Board.

     

    “Transaction
      Documents”
shall
      have the meaning set forth in the Purchase Agreement.

    


    “Qualified
      Offering”
means
      an equity or debt financing for the account of the Company which financing
      results in cumulative aggregate proceeds to the Company of at least three times
      the principal amount of Notes then outstanding.

    


    “VWAP”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the primary Trading Market on which the Common
      Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based
      on
      a Trading Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using the VAP
      function; (b) if the Common Stock is not then listed or quoted on the
      Trading Market and if prices for the Common Stock are then reported in the
“Pink
      Sheets” published by the Pink Sheets, LLC (or a similar organization or agency
      succeeding to its functions of reporting prices), the most recent bid price
      per
      share of the Common Stock so reported; or (c) in all other cases, the fair
      market value of a share of Common Stock as determined by a nationally
      recognized-independent appraiser selected in good faith by Holders holding
      a
      majority of the principal amount of Notes then outstanding.

     

    Section
      2. Interest/Repayment.

     

    a) Payment
      of Interest in Cash or Kind.
      The
      Company shall pay interest to the Holder on the aggregate unconverted and then
      outstanding principal amount of this Note at the rate equal to the Prime Rate
      plus 2.75% per annum, payable monthly in arrears beginning on August 1, 2007,
      on
      each Conversion Date (as to that principal amount then being converted), on
      the
      Maturity Date (except that, if any such date is not a Business Day, then such
      payment shall be due on the next succeeding Business Day) and on each Monthly
      Redemption Date (as to that principal amount then being redeemed) (each such
      date, an “Interest
      Payment Date”),
      in
      (i) cash, (ii) senior
      secured convertible notes, each having the same terms and conditions of this
      Note except that the principal amount of such senior secured convertible notes
      shall be the amount of interest due on the Interest Payment Date, or (iii)
      shares of Common Stock at the Interest Conversion Rate; provided,
      however,
      payment
      in additional senior secured convertible notes shall only be permitted through
      December 31, 2007, and payment in shares of Common Stock may only occur if
      during the 10 Trading Days immediately prior to the applicable Interest Payment
      Date all of the Equity Conditions have been met and the Company shall have
      given
      the Holder notice in accordance with the notice requirements set forth
      below.

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          4

        
          

        

      

      
         

      

    

    b) Company’s
      Election to Pay Interest In Kind.
      Subject
      to the terms and conditions herein, the decision whether to pay interest in
      (i)
      cash, (ii) additional senior secured convertible notes or (iii) shares of Common
      Stock shall be at the discretion of the Company. Not less than 5 Trading Days
      prior to each Interest Payment Date, the Company shall provide the Holder with
      written notice of its election to pay interest hereunder either in cash,
      additional senior secured convertible notes or shares of Common Stock. Within
      5
      Trading Days prior to an Interest Payment Date, the Company’s election shall be
      irrevocable as to such Interest Payment Date. Subject to the aforementioned
      conditions, failure to timely provide such written notice shall be deemed an
      election by the Company to pay the interest on such Interest Payment Date in
      cash.

    


    c) Interest
      Calculations.
      Interest shall be calculated on the basis of a 360-day year and shall accrue
      daily commencing on the Original Issue Date until payment in full of the
      principal sum, together with all accrued and unpaid interest and other amounts
      which may become due hereunder, has been made. Interest shall be compounded
      monthly. Interest shall cease to accrue with respect to any principal amount
      converted, provided that the Company in fact delivers the Conversion Shares
      within the time period required by Section 4(d)(ii) and if not so delivered,
      interest will accrue until delivery of the Conversion Shares. Interest hereunder
      will be paid to the Person in whose name this Note is registered on the records
      of the Company regarding registration and transfers of Notes (the “Note
      Register”).
      

    


    d) Late
      Fee.
      All
      overdue accrued and unpaid interest to be paid hereunder shall entail a late
      fee
      at the rate of 18% per annum (or such lower maximum amount of interest permitted
      to be charged under applicable law) (“Late
      Fee”)
      which
      will accrue daily, from the date such interest is due hereunder through and
      including the date of payment. 

     

    e) Optional
      Prepayment.
      At any
      time after the two-year anniversary of the Original Issue Date, the Company
      shall have the right to prepay, in cash, all of the Notes at any time at 115%
      of
      the principal amount thereof plus accrued interest to the date of repayment,
      and
      may apply any Sinking Fund Payments previously made toward such prepayment.
      The
      Company shall give the Holder at least ten (10) day’s prior written notice of
      its intention to prepay all or a portion of the Note, during which time the
      Holder shall have the right to convert any portion of the Note into Common
      Stock. 

    


    f) Mandatory
      Repayment.
      If the
      Company (i) engages in a Qualified Offering, (ii) shall be a party to any Change
      of Control Transaction or Fundamental Transaction or (iii) shall agree to sell
      or dispose any of its assets in one or more transactions (whether or not such
      sale would constitute a Change of Control Transaction), the Company will be
      required to offer to repay, in cash, the aggregate principal amount of the
      Notes
      not converted to Common Stock at 115% of the principal amount thereof to such
      date of repayment. The Company shall give the Holder at least ten (10) day’s
      prior written notice of its intention to repay the Note, during which time
      the
      Holder shall have the right to convert any portion of the Note into Common
      Stock.

    


    Section
      3.  Registration
      of Transfers and Exchanges.
      

     

    a) Different
      Denominations.
      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 will be made for such registration of transfer or
      exchange.

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          5

        
          

        

      

      
         

      

    

    b) Investment
      Representations.
      This
      Note has been issued subject to certain investment representations of the
      original Holder set forth in the Purchase Agreement and may be transferred
      or
      exchanged only in compliance with the Purchase Agreement and applicable federal
      and state securities laws and regulations. 

    


    c) Reliance
      on Note Register.
      Prior
      to due presentment to the Company for transfer of this Note, the Company and
      any
      agent of the Company may treat the Person in whose name this Note is duly
      registered on the Note Register as the owner hereof for the purpose of receiving
      payment as herein provided and for all other purposes, whether or not this
      Note
      is overdue, and neither the Company nor any such agent shall be affected by
      notice to the contrary.

    


    Section
      4.  Conversion.

     

    a) Voluntary
      Conversion.
      At any
      time after the Original Issue Date until this Note is no longer outstanding,
      this Note shall be convertible into shares of Common Stock at the option of
      the
      Holder, in whole or in part at any time and from time to time (subject to the
      limitations on conversion set forth in Section 4(c) hereof). The Holder
      shall effect conversions by delivering to the Company the form of Notice of
      Conversion attached hereto as Annex
      A
      (a
“Notice
      of Conversion”),
      specifying therein the principal amount of Notes to be converted and the date
      on
      which such conversion is to be effected (a “Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the date that such Notice of Conversion is provided hereunder. To
      effect conversions hereunder, the Holder shall not be required to physically
      surrender Notes to the Company unless the entire principal amount of this Note
      plus all accrued and unpaid interest thereon has been so converted. Conversions
      hereunder shall have the effect of lowering the outstanding principal amount
      of
      this Note in an amount equal to the applicable conversion. The Holder and the
      Company shall maintain records showing the principal amount converted and the
      date of such conversions. The Company shall deliver any objection to any Notice
      of Conversion within 3 Business Days of receipt of such notice. In the event
      of
      any dispute or discrepancy, the records of the Holder shall be controlling
      and
      determinative in the absence of manifest error. The Holder and any assignee,
      by
      acceptance of this Note, acknowledge and agree that, by reason of the provisions
      of this paragraph, following conversion of a portion of this Note, the unpaid
      and unconverted principal amount of this Note may be less than the amount stated
      on the face hereof. However, at the Company’s request, the Holder shall
      surrender the Note to the Company within five (5) Trading Days following such
      request so that a new Note reflecting the correct principal amount may be issued
      to Holder.

     

    b) Conversion
      Price.
      The
      conversion price in effect on any Conversion Date (subject to adjustment herein)
      shall be equal to $0.00622 per share. 

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          6

        
          

        

      

      
         

      

    

    c) Conversion
      Limitations;
      Holder’s
      Restriction on Conversion.
      The
      Company shall not effect any conversion of this Note, and the Holder shall
      not
      have the right to convert any portion of this Note, pursuant to Section 4(a)
      or
      otherwise, to the extent that after giving effect to such conversion, the Holder
      (together with the Holder’s affiliates), as set forth on the applicable Notice
      of Conversion, would beneficially own in excess of 4.99% of the number of shares
      of the Common Stock outstanding immediately after giving effect to such
      conversion.  For purposes of the foregoing sentence, the number of shares
      of Common Stock beneficially owned by the Holder and its affiliates shall
      include the number of shares of Common Stock issuable upon conversion of this
      Note with respect to which the determination of such sentence is being made,
      but
      shall exclude the number of shares of Common Stock which would be issuable
      upon
      (A) conversion of the remaining, nonconverted portion of this Note beneficially
      owned by the Holder or any of its affiliates and (B) exercise or conversion
      of
      the unexercised or nonconverted portion of any other securities of the Company
      (including, without limitation, any other Notes or the Warrants) subject to
      a
      limitation on conversion or exercise analogous to the limitation contained
      herein beneficially owned by the Holder or any of its affiliates.  Except
      as set forth in the preceding sentence, for purposes of this Section 4(c),
      beneficial ownership shall be calculated in accordance with Section 13(d) of
      the
      Exchange Act. To the extent that the limitation contained in this section
      applies, the determination of whether this Note is convertible (in relation
      to
      other securities owned by the Holder) and of which a portion of this Note is
      convertible shall be in the sole discretion of such Holder. To ensure compliance
      with this restriction, the Holder will be deemed to represent to the Company
      each time it delivers a Notice of Conversion that such Notice of Conversion
      has
      not violated the restrictions set forth in this paragraph and the Company shall
      have no obligation to verify or confirm the accuracy of such determination.
      For
      purposes of this Section 4(c), in determining the number of outstanding shares
      of Common Stock, the Holder may rely on the number of outstanding shares of
      Common Stock as reflected in (x) the Company’s most recent Form 10-QSB or Form
      10-KSB, as the case may be, (y) a more recent public announcement by the Company
      or (z) any other notice by the Company or the Company’s Transfer Agent setting
      forth the number of shares of Common Stock outstanding.  Upon the written
      or oral request of the Holder, the Company shall within two Trading Days confirm
      orally and in writing to the Holder the number of shares of Common Stock then
      outstanding.  In any case, the number of outstanding shares of Common Stock
      shall be determined after giving effect to the conversion or exercise of
      securities of the Company, including this Note, by the Holder or its affiliates
      since the date as of which such number of outstanding shares of Common Stock
      was
      reported. The provisions of this Section 4(c) may be waived by the Holder upon,
      at the election of the Holder, not less than 61 days’ prior notice to the
      Company, and the provisions of this Section 4(c) shall continue to apply until
      such 61st day (or such later date, as determined by the Holder, as may be
      specified in such notice of waiver).

    


    d) Mechanics
      of Conversion

     

    i. Conversion
      Shares Issuable Upon Conversion of Principal Amount.
      The
      number of shares of Common Stock issuable upon a conversion hereunder shall
      be
      determined by the quotient obtained by dividing (x) the outstanding principal
      amount of this Note to be converted by (y) the Conversion Price.

     

    ii. Delivery
      of Certificate Upon Conversion.
      Not
      later than three Trading Days after any Conversion Date, the Company will
      deliver to the Holder (A) a certificate or certificates representing the
      Conversion Shares which shall be free of restrictive legends and trading
      restrictions (other than those required by the Purchase Agreement) representing
      the number of shares of Common Stock being acquired upon the conversion of
      Notes
      (including, if so timely elected by the Company, shares of Common Stock
      representing the payment of accrued interest) and (B) a bank check in the amount
      of accrued and unpaid interest (if the Company is required to pay accrued
      interest in cash). The Company shall, if available and if allowed under
      applicable securities laws, use its best efforts to deliver any certificate
      or
      certificates required to be delivered by the Company under this Section
      electronically through the Depository Trust Corporation or another established
      clearing corporation performing similar functions. 

     

    iii. Failure
      to Deliver Certificates.
      If in
      the case of any Notice of Conversion such certificate or certificates are not
      delivered to or as directed by the applicable Holder by the third Trading Day
      after a Conversion Date, the Holder shall be entitled by written notice to
      the
      Company at any time on or before its receipt of such certificate or certificates
      thereafter, to rescind such conversion, in which event the Company shall
      immediately return the certificates representing the principal amount of Notes
      tendered for conversion. 

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          7

        
          

        

      

      
         

      

    

    iv. Obligation
      Absolute; Partial Liquidated Damages.
      If the
      Company fails for any reason to deliver to the Holder such certificate or
      certificates pursuant to Section 4(d)(ii) by the third Trading Day after the
      Conversion Date, the Company shall pay to such Holder, in cash, as liquidated
      damages and not as a penalty, for each $1000 of principal amount being
      converted, $5 per Trading Day (increasing to $10 per Trading Day after 5 Trading
      Days after such damages begin to accrue) for each Trading Day after such third
      Trading Day until such certificates are delivered. The Company’s obligations to
      issue and deliver the Conversion 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 Conversion Shares;
      provided,
      however,
      such
      delivery shall not operate as a waiver by the Company of any such action the
      Company may have against the Holder. In the event a Holder of this Note shall
      elect to convert any or all of the outstanding principal amount hereof, the
      Company may not refuse conversion based on any claim that the Holder or any
      one
      associated or affiliated with the Holder of has been engaged in any violation
      of
      law, agreement or for any other reason, unless, an injunction from a court,
      on
      notice, restraining and or enjoining conversion of all or part of this Note
      shall have been sought and obtained and the Company posts a surety bond for
      the
      benefit of the Holder in the amount of 150% of the principal amount of this
      Note
      outstanding, which is subject to the injunction, which bond shall remain in
      effect until the completion of arbitration/litigation of the dispute and the
      proceeds of which shall be payable to such Holder to the extent it obtains
      judgment. In the absence of an injunction precluding the same, the Company
      shall
      issue Conversion Shares or, if applicable, cash, upon a properly noticed
      conversion. Nothing herein shall limit a Holder’s right to pursue actual damages
      or declare an Event of Default pursuant to Section 8 herein for the Company’s
      failure to deliver Conversion Shares within the period specified herein and
      such
      Holder shall have the right to pursue all remedies available to it at law or
      in
      equity including, without limitation, a decree of specific performance and/or
      injunctive relief. The exercise of any such rights shall not prohibit the
      Holders from seeking to enforce damages pursuant to any other Section hereof
      or
      under applicable law.

     

    v. Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Conversion.
      In
      addition to any other rights available to the Holder, if the Company fails
      for
      any reason to deliver to the Holder such certificate or certificates pursuant
      to
      Section 4(d)(ii) by the third Trading Day after the Conversion Date, and if
      after such third Trading Day the Holder is required by its brokerage firm to
      purchase (in an open market transaction or otherwise) Common Stock to deliver
      in
      satisfaction of a sale by such Holder of the Conversion Shares which the Holder
      anticipated receiving upon such conversion (a “Buy-In”),
      then
      the Company shall (A) pay in cash to the Holder (in addition to any remedies
      available to or elected by the Holder) the amount by which (x) the Holder's
      total purchase price (including brokerage commissions, if any) for the Common
      Stock so purchased exceeds (y) the product of (1) the aggregate number of shares
      of Common Stock that such Holder anticipated receiving from the conversion
      at
      issue multiplied by (2) the actual sale price of the Common Stock at the time
      of
      the sale (including brokerage commissions, if any) giving rise to such purchase
      obligation and (B) at the option of the Holder, either reissue Notes in
      principal amount equal to the principal amount of the attempted conversion
      or
      deliver to the Holder the number of shares of Common Stock that would have
      been
      issued had the Company timely complied with its delivery requirements under
      Section 4(d)(ii). For example, if the Holder purchases Common Stock having
      a
      total purchase price of $11,000 to cover a Buy-In with respect to an attempted
      conversion of Notes with respect to which the actual sale price of the
      Conversion Shares at the time of the sale (including brokerage commissions,
      if
      any) giving rise to such purchase obligation was a total of $10,000 under clause
      (A) of the immediately preceding sentence, the Company shall be required to
      pay
      the Holder $1,000. The Holder shall provide the Company written notice
      indicating the amounts payable to the Holder in respect of the Buy-In.
      Notwithstanding anything contained herein to the contrary, if a Holder requires
      the Company to make payment in respect of a Buy-In for the failure to timely
      deliver certificates hereunder and the Company timely pays in full such payment,
      the Company shall not be required to pay such Holder liquidated damages under
      Section 4(d)(iv) in respect of the certificates resulting in such
      Buy-In.

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          8

        
          

        

      

      
         

      

    

    vi. Reservation
      of Shares Issuable Upon Conversion.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      its authorized and unissued shares of Common Stock solely for the purpose of
      issuance upon conversion of the Notes and payment of interest on the Note,
      each
      as herein provided, free from preemptive rights or any other actual contingent
      purchase rights of persons other than the Holders, not less than such number
      of
      shares of the Common Stock as shall (subject to any additional requirements
      of
      the Company as to reservation of such shares set forth in the Purchase
      Agreement) be issuable (taking into account the adjustments and restrictions
      of
      Section 5) upon the conversion of the outstanding principal amount of the Notes
      and payment of interest hereunder. The Company covenants that all shares of
      Common Stock that shall be so issuable shall, upon issue, be duly and validly
      authorized, issued and fully paid, nonassessable and, if the Registration
      Statement is then effective under the Securities Act, registered for public
      sale
      in accordance with such Registration Statement.

    


    vii. Fractional
      Shares.
      Upon a
      conversion hereunder the Company shall not be required to issue stock
      certificates representing fractions of shares of the Common Stock, but may
      if
      otherwise permitted, make a cash payment in respect of any final fraction of
      a
      share based on the VWAP at such time. If the Company elects not, or is unable,
      to make such a cash payment, the Holder shall be entitled to receive, in lieu
      of
      the final fraction of a share, one whole share of Common Stock.

    


    viii. Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock on conversion of the
      Notes shall be made without charge to the Holders thereof for any documentary
      stamp or similar taxes that may be payable in respect of the issue or delivery
      of such certificate, provided that the Company shall not be required to pay
      any
      tax that may be payable in respect of any transfer involved in the issuance
      and
      delivery of any such certificate upon conversion in a name other than that
      of
      the Holder of such Notes so converted and the Company shall not be required
      to
      issue or deliver such certificates unless or until the person or persons
      requesting the issuance thereof shall have paid to the Company the amount of
      such tax or shall have established to the satisfaction of the Company that
      such
      tax has been paid.

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          9

        
          

        

      

      
         

      

    

    Section
      5. Certain
      Adjustments.

     

    a) Stock
      Dividends and Stock Splits.
      If the
      Company, at any time while the Notes are outstanding: (A) shall pay a stock
      dividend or otherwise make a distribution or distributions on shares of its
      Common Stock or any other equity or equity equivalent securities payable in
      shares of Common Stock (which, for avoidance of doubt, shall not include any
      shares of Common Stock issued by the Company pursuant to this Note, including
      as
      interest thereon), (B) subdivide outstanding shares of Common Stock into a
      larger number of shares, (C) combine (including by way of reverse stock split)
      outstanding shares of Common Stock into a smaller number of shares, or (D)
      issue
      by reclassification of shares of the Common Stock any shares of capital stock
      of
      the Company, then the Conversion Price shall be multiplied by a fraction of
      which the numerator shall be the number of shares of Common Stock (excluding
      treasury shares, if any) outstanding before such event and of which the
      denominator shall be the number of shares of Common Stock outstanding after
      such
      event. Any adjustment made pursuant to this Section shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution and shall become effective immediately
      after the effective date in the case of a subdivision, combination or
      re-classification.

     

    b) Subsequent
      Equity Sales.
      If the
      Company or any Subsidiary thereof, as applicable, at any time while this Note
      is
      outstanding shall offer, sell, grant any option to purchase or offer, sell
      or
      grant any right to reprice its securities, or otherwise dispose of or issue
      (or
      announce any offer, sale, grant or any option to purchase or other disposition)
      any Common Stock or Common Stock Equivalents entitling any Person to acquire
      shares of Common Stock, at an effective price per share less than the then
      Conversion Price (such lower price, the “Base Share Price” and such issuances
      collectively, a “Dilutive Issuance”), as adjusted hereunder (if the holder of
      the Common Stock or Common Stock Equivalents so issued shall at any time,
      whether by operation of purchase price adjustments, reset provisions, floating
      conversion, exercise or exchange prices or otherwise, or due to warrants,
      options or rights per share which is issued in connection with such issuance,
      be
      entitled to receive shares of Common Stock at an effective price per share
      which
      is less than the Conversion Price, such issuance shall be deemed to have
      occurred for less than the Conversion Price), then, the Conversion Price shall
      be reduced to equal the Base Share Price and the number of Conversion Shares
      issuable hereunder shall be increased. Such adjustment shall be made whenever
      such Common Stock or Common Stock Equivalents are issued. The Company shall
      notify the Holder in writing, no later than the Trading Day following the
      issuance of any Common Stock or Common Stock Equivalents subject to this
      section, indicating therein the applicable issuance price, or of applicable
      reset price, exchange price, conversion price and other pricing terms (such
      notice the “Dilutive Issuance Notice”). For purposes of clarification, whether
      or not the Company provides a Dilutive Issuance Notice pursuant to this Section
      3(b), upon the occurrence of any Dilutive Issuance, after the date of such
      Dilutive Issuance the Holder is entitled to receive a number of Conversion
      Shares based upon the Base Share Price regardless of whether the Holder
      accurately refers to the Base Share Price in the Notice of Conversion.


     

    c) Pro
      Rata Distributions.
      If the
      Company, at any time while Notes are outstanding, shall distribute to all
      holders of Common Stock (and not to Holders) evidences of its indebtedness
      or
      assets or rights or warrants to subscribe for or purchase any security, then
      in
      each such case the Conversion Price shall be determined by multiplying such
      Conversion Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution by a
      fraction of which the denominator shall be the VWAP determined as of the record
      date mentioned above, and of which the numerator shall be such VWAP on such
      record date less the then fair market value at such record date of the portion
      of such assets or evidence of indebtedness so distributed applicable to one
      outstanding share of the Common Stock as determined by the Board of Directors
      in
      good faith. In either case the adjustments shall be described in a statement
      provided to the Holders of the portion of assets or evidences of indebtedness
      so
      distributed or such subscription rights applicable to one share of Common Stock.
      Such adjustment shall be made whenever any such distribution is made and shall
      become effective immediately after the record date mentioned above.

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          10

        
          

        

      

      
         

      

    

    d) Calculations.
      All
      calculations under this Section 5 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be. The number of shares of Common
      Stock outstanding at any given time shall not includes shares of Common Stock
      owned or held by or for the account of the Company, and the description of
      any
      such shares of Common Stock shall be considered on issue or sale of Common
      Stock. For purposes of this Section 5, the number of shares of Common Stock
      deemed to be issued and outstanding as of a given date shall be the sum of
      the
      number of shares of Common Stock (excluding treasury shares, if any) issued
      and
      outstanding.

    


    e) Notice
      to Holders.

    


    12. Adjustment
      to Conversion Price.
      Whenever the Conversion Price is adjusted pursuant to any of this Section 5,
      the
      Company shall promptly mail to each Holder a notice setting forth the Conversion
      Price after such adjustment and setting forth a brief statement of the facts
      requiring such adjustment. If the Company issues a variable rate security,
      despite the prohibition thereon in the Purchase Agreement, the Company shall
      be
      deemed to have issued Common Stock or Common Stock Equivalents at the lowest
      possible conversion or exercise price at which such securities may be converted
      or exercised in the case of a Variable Rate Transaction (as defined in the
      Purchase Agreement), or the lowest possible adjustment price in the case of
      an
      MFN Transaction (as defined in the Purchase Agreement).

     

    13. Notice
      to Allow Conversion by Holder.
      If (A)
      the Company shall declare a dividend (or any other distribution) on the Common
      Stock; (B) the Company shall declare a special nonrecurring cash dividend on
      or
      a redemption of the Common Stock; (C) the Company shall authorize the granting
      to all holders of the Common Stock rights or warrants to subscribe for or
      purchase any shares of capital stock of any class or of any rights; (D) the
      approval of any stockholders of the Company shall be required in connection
      with
      any reclassification of the Common Stock, any consolidation or merger to which
      the Company is a party, any sale or transfer of all or substantially all of
      the
      assets of the Company, of any compulsory share exchange whereby the Common
      Stock
      is converted into other securities, cash or property; (E) the
      Company shall authorize the voluntary or involuntary dissolution, liquidation
      or
      winding up of the affairs of the Company; then, in each case, the Company shall
      cause to be filed at each office or agency maintained for the purpose of
      conversion of the Notes, and shall cause to be mailed to the Holders at their
      last addresses as they shall appear upon the stock books of the Company, at
      least 20 calendar days prior to the applicable record or effective date
      hereinafter specified, a notice stating (x)
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be taken,
      the date as of which the holders of the Common Stock of record to be entitled
      to
      such dividend, distributions, redemption, rights or warrants are to be
      determined or (y) the date on which such reclassification, consolidation,
      merger, sale, transfer or share exchange is expected to become effective or
      close, and the date as of which it is expected that holders of the Common Stock
      of record shall be entitled to exchange their shares of the Common Stock for
      securities, cash or other property deliverable upon such reclassification,
      consolidation, merger, sale, transfer or share exchange; provided,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. Holders are entitled to convert Notes during the 20-day period
      commencing the date of such notice to the effective date of the event triggering
      such notice. 

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          11

        
          

        

      

      
         

      

    

    14. Fundamental
      Transaction.
      If, at
      any time while this Note is outstanding, (A) the Company effects any merger
      or
      consolidation of the Company with or into another Person, (B) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (C) 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 (D) 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
      (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 Conversion 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”).
      For
      purposes of any such conversion, the determination of the Conversion Price
      shall
      be appropriately adjusted to apply to such Alternate Consideration based on
      the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Conversion Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of 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.

     

    15. Exempt
      Issuance.
      Notwithstanding
      the foregoing, no adjustment will be made under this Section 5 in respect of
      an
      Exempt Issuance.

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          12

        
          

        

      

      
         

      

    

    Section
      6. Monthly
      Sinking Payment

     

    a) Monthly
      Sinking Payment.
      Beginning on the 1st
      day of
      the month following the anniversary of the Original Issue Date, on each Monthly
      Sinking Payment Date the Company shall pay the Holder’s Monthly Sinking Payment
      Amount plus accrued but unpaid interest, the sum of all liquidated damages
      and
      any other amounts then owing to such Holder in respect of the Note. The Monthly
      Sinking Payment due on each Monthly Sinking Payment shall be paid into the
      Sinking Fund Account in cash for the benefit of the Holder. Any Sinking Fund
      Payment shall not be deemed a redemption or repayment of the Note in any
      manner.

    


    b) Sinking
      Payment Procedure.
      The
      payment of cash pursuant to a Monthly Sinking Payment shall be made on the
      Monthly Sinking Payment Date. If any portion of the cash payment for a Monthly
      Sinking Payment shall not be paid by the Company by the respective due date,
      interest shall accrue thereon at the rate of 18% per annum (or the maximum
      rate
      permitted by applicable law, whichever is less) until the payment of the Monthly
      Sinking Payment, plus all amounts owing thereon is paid in full. 

    


    Section
      7. Negative
      Covenants.
      So long
      as any portion of this Note is outstanding, the Company will not and will not
      permit any of its Subsidiaries to directly or indirectly:

    


    j) enter
      into, create, incur, assume or suffer to exist any indebtedness or liens of
      any
      kind, on or with respect to any of its property or assets now owned or hereafter
      acquired or any interest therein or any income or profits therefrom that is
      senior to, subordinated to or pari passu
      with, in
      any respect, the Company’s obligations under the Notes, other than subordinated
      indebtedness owed to the Bank of Brookhaven and Timothy Aylor that is
      outstanding as of the date hereof and evidenced by the Brookhaven Subordinated
      Note and the Aylor Subordinated Note, respectively;

     

    k) amend
      its
      certificate of incorporation, bylaws or other charter documents so as to
      adversely affect any rights of the Holder;

    


    l) repay,
      repurchase or offer to repay, repurchase, make any payment in respect of or
      otherwise acquire any of its Common Stock, Preferred Stock, or other equity
      securities other than as to the Conversion Shares to the extent permitted or
      required under the Transaction Documents or as otherwise permitted by the
      Transaction Documents; 

    


    m) engage
      in
      any transactions with any officer, director, employee or any affiliate of the
      Company, including any contract, agreement or other arrangement providing for
      the furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any entity in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner, in each case in excess of $10,000
      other than (i) for payment of salary or consulting fees for services rendered,
      (ii) reimbursement for expenses incurred on behalf of the Company, (iii) for
      other employee benefits, including stock option agreements under any stock
      option plan of the Company and (iv) transactions with the Holder as contemplated
      by the Transaction Documents; or

    


    n) create
      or
      acquire any Subsidiary after the date hereof unless (i) such Subsidiary is
      a
      wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party
      to
      the Security Agreement and the Subsidiary Guaranty (either by executing a
      counterpart thereof or an assumption or joinder agreement in respect thereof)
      and, to the extent required by the Purchaser, satisfied each condition of this
      Agreement and the Transaction Documents as if such Subsidiary were a Subsidiary
      on the Closing Date; 

    


    
      
         

      

      
        Exhibit
          4(b) - Page
          13

        
          

        

      

      
         

      

    

    o) enter
      into any agreement with any holder of the Company’s securities without the prior
      written consent of the Holder, except as permitted by the Transaction
      Documents;

    


    p) other
      than the 100 for 1 reverse stock split previously approved by the Board of
      Directors of the Company, authorize or approve any reverse stock split of the
      Common Stock; 

    


    q) increase
      of decrease the number of Directors on the Company’s Board of Directors;
      or

    


    r) enter
      into any agreement with respect to any of the foregoing.

     

    Section
      8. Events
      of Default.
      

    


    a) “Event
      of Default”,
      wherever used herein, 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 of (A) the principal of amount of any Note, or (B)
      interest (including Late Fees) on, or liquidated damages in respect of, any
      Note, in each case free of any claim of subordination, as and when the same
      shall become due and payable (whether on a Conversion Date or the Maturity
      Date
      or by acceleration or otherwise) which default, solely in the case of an
      interest payment or other default under clause (B) above, is not cured, within
      3
      Trading Days;

     

    ii. the
      Company shall fail to observe or perform any other covenant or agreement
      contained in this Note or any of the other Transaction Documents (other than
      a
      breach by the Company of its obligations to deliver shares of Common Stock
      to
      the Holder upon conversion which breach is addressed in clause (xii) below)
      which failure is not cured, if possible to cure, within the earlier to
occur
      of
      (A) 5 Trading Days after notice of such default sent by the Holder or by any
      other Holder and (B) 10 Trading Days after the Company shall become aware of
      such failure;

     

    iii. a
      default
      or event of default (subject to any grace or cure period provided for in the
      applicable agreement, document or instrument) shall occur under (A) any of
      the
      Transaction Documents other than the Notes, or (B) any other material agreement,
      lease, document or instrument to which the Company or any Subsidiary is bound,
      which
      default, solely in the case of a default under clause (B) above, is not cured,
      within 10 Trading Days;

     

    iv. any
      representation or warranty made herein, in any other Transaction Document,
      or in
      any written statement pursuant hereto or thereto, shall be untrue or incorrect
      in any material respect as of the date when made or deemed made;

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          14

        
          

        

      

      
         

      

    

    v. (i)
      the
      Company or any of its Subsidiaries shall commence, or there shall be commenced
      against the Company or any such Subsidiary, a case under any applicable
      bankruptcy or insolvency laws as now or hereafter in effect or any successor
      thereto, or the Company or any Subsidiary commences any other proceeding under
      any reorganization, arrangement, adjustment of debt, relief of debtors,
      dissolution, insolvency or liquidation or similar law of any jurisdiction
      whether now or hereafter in effect relating to the Company or any Subsidiary
      thereof or (ii) there is commenced against the Company or any Subsidiary thereof
      any such bankruptcy, insolvency or other proceeding which remains undismissed
      for a period of 60 days; or (iii) the Company or any Subsidiary thereof is
      adjudicated by a court of competent jurisdiction insolvent or bankrupt; or
      any
      order of relief or other order approving any such case or proceeding is entered;
      or (iv) the Company or any Subsidiary thereof suffers any appointment of any
      custodian or the like for it or any substantial part of its property which
      continues undischarged or unstayed for a period of 60 days; or (v) the Company
      or any Subsidiary thereof makes a general assignment for the benefit of
      creditors; or (vi) the Company shall fail to pay, or shall state that it is
      unable to pay, or shall be unable to pay, its debts generally as they become
      due; or (vii) the Company or any Subsidiary thereof shall call a meeting of
      its
      creditors with a view to arranging a composition, adjustment or restructuring
      of
      its debts; or (viii) the Company or any Subsidiary thereof shall by any act
      or
      failure to act expressly indicate its consent to, approval of or acquiescence
      in
      any of the foregoing; or (ix) any corporate or other action is taken by the
      Company or any Subsidiary thereof for the purpose of effecting any of the
      foregoing;

     

    vi. the
      Company or any Subsidiary shall default in any of its obligations under 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 in an amount
      exceeding $50,000, whether such indebtedness now exists or shall hereafter
      be
      created and such default shall result in such indebtedness becoming or being
      declared due and payable prior to the date on which it would otherwise become
      due and payable; 

     

    vii. the
      Common Stock shall not be eligible for quotation on or quoted for trading on
      a
      Trading Market and shall not again be eligible for and quoted or listed for
      trading thereon within five Trading Days;

     

    viii. the
      Company shall redeem or repurchase more than a de minimis number of its
      outstanding shares of Common Stock or other equity securities of the Company
      (other than redemptions of Conversion Shares, redemptions, repurchases or
      conversions contemplated by the Transaction Documents and repurchases of shares
      of Common Stock or other equity securities of departing officers and directors
      of the Company; provided such repurchases shall not exceed $50,000, in the
      aggregate, for all officers and directors during the term of this
      Note);

     

    ix. if,
      during the Effectiveness Period (as defined in the Registration Rights
      Agreement), the effectiveness of the Registration Statement lapses for any
      reason or the Holder shall not be permitted to resell Registrable Securities
      (as
      defined in the Registration Rights Agreement) under the Registration Statement,
      in either case, for more than 10 consecutive Trading Days or 15 non-consecutive
      Trading Days during any 12 month period; provided,
      however,
      that in
      the event that the Company is negotiating a merger, consolidation, acquisition
      or sale of all or substantially all of its assets or a similar transaction
      and
      in the written opinion of counsel to the Company, the Registration Statement,
      would be required to be amended to include information concerning such
      transactions or the parties thereto that is not available or may not be publicly
      disclosed at the time, the Company shall be permitted an additional 10
      consecutive Trading during any 12 month period relating to such an
      event;

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          15

        
          

        

      

      
         

      

    

    x. an
      Event
      (as defined in the Registration Rights Agreement) shall not have been cured
      to
      the satisfaction of the Holder prior to the expiration of thirty days from
      the
      Event Date (as defined in the Registration Rights Agreement) relating thereto
      (other than an Event resulting from a failure of an Registration Statement
      to be
      declared effective by the Commission on or prior to the Effectiveness Date
      (as
      defined in the Registration Rights Agreement), which shall be covered by Section
      8(a)(ix); 

     

    xi. the
      Company shall fail for any reason to deliver certificates to a Holder prior
      to
      the fifth Trading Day after a Conversion Date pursuant to and in accordance
      with
      Section 4(d) or the Company shall provide notice to the Holder, including by
      way
      of public announcement, at any time, of its intention not to comply with
      requests for conversions of any Notes in accordance with the terms hereof;
      or

     

    xii. the
      Company shall fail for any reason to pay in full the amount of cash due pursuant
      to a Buy-In within 5 Trading Days after notice therefor is delivered hereunder
      or shall fail to pay all amounts owed on account of an Event of Default within
      five days of the date due

     

    xiii. the
      Company shall fail to cause (A) E. Key Ramsey to resign as President and Chief
      Executive Office of the Company and (B) the Board to (1) appoint Steve Lord
      as
      Chief Executive Officer and (2) approve an employment agreement with Steve
      Lord
      and a consulting agreement with Robins Media Group within one Business Day
      after
      the Initial Closing Date;

     

    xiv. 
      the
      Company shall fail to cause the Board to (A) set the number of directors
      comprising the Board at seven and (B) appoint as members to the Board (1) the
      designees of the Holder and the other holders of the Notes, (2) the designees
      of
      the Series B Shareholders and (3) Steve Lord within 20 days of the Initial
      Closing Date;

     

    xv. the
      Company shall fail (A) to amend its Certificate of Incorporation to effect
      a
      hundred-to-one (100-to-1) reverse stock split and (B) to amend and restate
      its
      Certificate of Designation of Series A Preferred Stock within 120 days of the
      Initial Closing Date; or

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          16

        
          

        

      

      
         

      

    

    xvi. the
      Company shall fail to cause its Board of Directors, as constituted immediately
      after the Initial Closing Date, and its stockholders, as the case may be, to
      elect the nominees of the Holder and the other holders of the Notes as members
      of the Company’s Board of Directors.

    


    b) Remedies
      Upon Event of Default.
      If any
      Event of Default occurs, the full principal amount of this Note, together with
      interest and other amounts owing in respect thereof, to the date of acceleration
      shall become, at the Holder’s election, immediately due and payable in cash. The
      aggregate amount payable upon an Event of Default shall be equal to the
      Mandatory Prepayment Amount. Commencing 5 days after the occurrence of any
      Event
      of Default that results in the eventual acceleration of this Note, the interest
      rate on this Note shall accrue at the rate of 18% per annum, or such lower
      maximum amount of interest permitted to be charged under applicable law. All
      Notes for which the full Mandatory Prepayment Amount hereunder shall have been
      paid in accordance herewith shall promptly be surrendered to or as directed
      by
      the Company. 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. Such declaration may be rescinded and annulled by Holder at
      any
      time prior to payment hereunder and the Holder shall have all rights as a Note
      holder until such time, if any, as the full payment under this Section shall
      have been received by it. No such rescission or annulment shall affect any
      subsequent Event of Default or impair any right consequent thereon.

     

    Section
      9. Miscellaneous.
      

     

    a) Board
      of Directors.
      So long
      as this Note is outstanding, the Holder shall have the right, along with other
      holders of the Notes, to designate two (2) of the five (5) members of the
      Company’s Board of Directors. In the event that the size of the Company’s Board
      of Directors is increased or decreased, the Holder, and the other holders of
      the
      Notes, will maintain the right to appoint a number of directors to the Board
      of
      Directors equal to forty percent (40%) of the whole Board of Directors.
In
      the
      event that the number of directors to the Board of Directors equal to forty
      percent (40%) is not a whole number, such number shall be rounded up to the
      nearest whole number. Holders
      holding a majority of the outstanding Notes shall be entitled to act on behalf
      of all holders in selecting such designees.

    


    b) Notices.
      Any and
      all notices or other communications or deliveries to be provided by the Holders
      hereunder, including, without limitation, any Notice of Conversion, shall be
      in
      writing and delivered personally, by facsimile, sent by a nationally recognized
      overnight courier service, addressed to the Company, at the address set forth
      above, facsimile number _____________,
      Attn: Chief Executive Officer, or
      such
      other address or facsimile number as the Company may specify for such purposes
      by notice to the Holders delivered in accordance with this Section. Any and
      all
      notices or other communications or deliveries to be provided by the Company
      hereunder shall be in writing and delivered personally, by facsimile, sent
      by a
      nationally recognized overnight courier service addressed to each Holder at
      the
      facsimile telephone number or address of such Holder appearing on the books
      of
      the Company, or if no such facsimile telephone number or address appears, at
      the
      principal place of business of the Holder. Any notice or other communication
      or
      deliveries hereunder 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 telephone number specified in this Section prior
      to
      5:30 p.m. (New York City time), (ii) the date after the date of transmission,
      if
      such notice or communication is delivered via facsimile at the facsimile
      telephone number specified in this Section later than 5:30 p.m. (New York City
      time) on any date and earlier than 11:59 p.m. (New York City time) on such
      date,
      (iii) the second 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.

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          17

        
          

        

      

      
         

      

    

    c) Absolute
      Obligation.
      Except
      as expressly provided herein, no provision of this Note shall alter or impair
      the obligation of the Company, which is absolute and unconditional, to pay
      the
      principal of, interest and liquidated damages (if any) on, this Note at the
      time, place, and rate, and in the coin or currency, herein prescribed. This
      Note
      is a direct debt obligation of the Company. This Note ranks pari passu
      with all
      other Notes now or hereafter issued under the terms set forth
      herein.  

     

    d) Lost
      or Mutilated Note.
      If this
      Note shall be mutilated, lost, stolen or destroyed, the Company shall execute
      and deliver, in exchange and substitution for and upon cancellation of a
      mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
      Note, a new Note for the principal amount of this Note so mutilated, lost,
      stolen or destroyed but only upon receipt of evidence of such loss, theft or
      destruction of such Note, and of the ownership hereof, and indemnity, if
      requested, all reasonably satisfactory to the Company.

    


    e) Security
      Interest.
      This
      Note is a direct debt obligation of the Company and, pursuant to the Security
      Agreement is secured by a first priority perfected security interest in all
      of
      the assets of the Company for the benefit of the Holders. 

    


    f) Governing
      Law.
      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 agrees that all legal proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by any of the Transaction Documents (whether brought against a
      party hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) may be commenced in the state and federal courts sitting
      in
      the City of New York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York Courts 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 waives, 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, or such New York Courts are improper or inconvenient venue
      for
      such proceeding. 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 Note 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. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any legal proceeding arising out of or relating to this Note or the
      transactions contemplated hereby. If either party shall commence an action
      or
      proceeding to enforce any provisions of this Note, then the prevailing party
      in
      such action or proceeding shall be reimbursed by the other party for its
      attorneys fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such action or proceeding.

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          18

        
          

        

      

      
         

      

    

    g) Waiver.
      Any
      waiver by the Company or the Holder of a breach of any provision of this Note
      shall not operate as or be construed to be a waiver of any other breach of
      such
      provision or of any breach of any other provision of this Note. The failure
      of
      the Company or the Holder to insist upon strict adherence to any term of this
      Note on one or more occasions shall not be considered a waiver or deprive that
      party of the right thereafter to insist upon strict adherence to that term
      or
      any other term of this Note. Any waiver must be in writing.

     

    h) Severability.
      If any
      provision of this Note is invalid, illegal or unenforceable, the balance of
      this
      Note shall remain in effect, and if any provision is inapplicable to any person
      or circumstance, it shall nevertheless remain applicable to all other persons
      and circumstances. If it shall be found that any interest or other amount deemed
      interest due hereunder violates applicable laws governing usury, the applicable
      rate of interest due hereunder shall automatically be lowered to equal the
      maximum permitted rate of interest. The Company covenants (to the extent that
      it
      may lawfully do so) that it shall not at any time insist upon, plead, or in
      any
      manner whatsoever claim or take the benefit or advantage of, any stay, extension
      or usury law or other law which would prohibit or forgive the Company from
      paying all or any portion of the principal of or interest on this Note as
      contemplated herein, wherever enacted, now or at any time hereafter in force,
      or
      which may affect the covenants or the performance of this indenture, and the
      Company (to the extent it may lawfully do so) hereby expressly waives all
      benefits or advantage of any such law, and covenants that it will not, by resort
      to any such law, hinder, delay or impeded the execution of any power herein
      granted to the Holder, but will suffer and permit the execution of every such
      as
      though no such law has been enacted.

     

    i) Next
      Business Day.
      Whenever any payment or other obligation hereunder shall be due on a day other
      than a Business Day, such payment shall be made on the next succeeding Business
      Day.

    


    j) Headings.
      The
      headings contained 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.

    


    k) Seniority.
      This
      Note is senior in right of payment to any and all other indebtedness of the
      Company.

    


    l) Amendments/Waivers.
      No
      provision of the Notes may be waived or amended except in a written instrument
      signed by the Company and Holders holding 51% of the principal amount of Notes
      then outstanding. 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.

    


    *********************

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          19

        
          

        

      

      
         

      

    

    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.

    


    


    
      	
              KNOBIAS,
                INC.

               

            
	
              __________________________________________

              Name:

              Title:

            


    

    


     

    
 

    
      
         

      

      
        Exhibit
          4(b) - Page
          20

        
          

        

      

      
         

      

    

    ANNEX
      A

    


    NOTICE
      OF CONVERSION

     

    


    The
      undersigned hereby elects to convert principal under the Senior Secured
      Convertible Note of Knobias, Inc., a Delaware corporation (the “Company”),
      due
      on March ___, 2010, into shares of common stock, par value $ ____ per share
      (the
“Common
      Stock”),
      of
      the Company according to the conditions hereof, as of the date written below.
      If
      shares are to be issued in the name of a person other than the undersigned,
      the
      undersigned will pay all transfer taxes payable with respect thereto and is
      delivering herewith such certificates and opinions as reasonably requested
      by
      the Company in accordance therewith. No fee will be charged to the holder for
      any conversion, except for such transfer taxes, if any.

    


    By
      the
      delivery of this Notice of Conversion the undersigned represents and warrants
      to
      the Company that its ownership of the Common Stock does not exceed the amounts
      determined in accordance with Section 13(d) of the Exchange Act, specified
      under
      Section 4 of this Note.

    


    The
      undersigned agrees to comply with the prospectus delivery requirements under
      the
      applicable securities laws in connection with any transfer of the aforesaid
      shares of Common Stock. 

    


    Conversion
      calculations:   

    


    
      	 	
              Date
                to Effect Conversion:

              


              Principal
                Amount of Notes to be Converted:

              


              Payment
                of Interest in Common Stock __ yes __ no

              If
                yes, $_____ of Interest Accrued on Account of Conversion at
                Issue.

               

              Number
                of shares of Common Stock to be issued:

               

              Signature:

               

              Name:

               

              Address:

               

            


    

     

     

    
      
         

      

      
        Exhibit
          4(b) - Page
          21

        
          

        

      

      
         

      

    

    


    Schedule
      1

    


    CONVERSION
      SCHEDULE

    


    The
      Senior Secured Convertible Notes due on March ___, 2010, in the aggregate
      principal amount of $____________ issued by Knobias, Inc., a Delaware
      corporation. This Conversion Schedule reflects conversions made under Section
      4
      of the above referenced Note.

    


    Dated:
      

    


    


    
      	
               

              Date
                of Conversion

              (or
                for first entry, Original Issue Date)

            	
               

              Amount
                of Conversion

            	
               

              Aggregate
                Principal Amount Remaining Subsequent to Conversion

              (or
                original Principal Amount)

            	
               

              Company
                Attest

            
	 	 	 	 
	 	 	 	 
	
               

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


     

    
      
         

      

      
        Exhibit
          4(b) - Page
          22