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Exhibit 4.1

THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR  APPLICABLE  STATE
SECURITIES LAWS  (COLLECTIVELY,  THE "LAWS").  THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE LAWS,  OR (II) AN OPINION OF COUNSEL  PROVIDED  TO THE ISSUER IN FORM,
SUBSTANCE  AND SCOPE  REASONABLY  ACCEPTABLE  TO THE ISSUER TO THE  EFFECT  THAT
REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE  EXCEPTION TO OR
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS.

                            SALES ONLINE DIRECT, INC.
                           CONVERTIBLE PROMISSORY NOTE

US$1,000,000                                                    November 7, 2001

     SALES ONLINE DIRECT, INC., a Delaware corporation (the "Corporation"),  for
value received,  hereby promises to pay to Leslie Rotman (the  "Creditor"),  and
her successors and assigns,  the principal sum of One Million Dollars and No/100
($1,000,000.00)  (the  "Principal  Sum"),  plus interest  thereon as hereinafter
provided. The Principal Sum and all accrued and unpaid interest shall be payable
two years from the date hereof pursuant to the terms set forth below.

     This Note is issued under and pursuant to the terms and  provisions  of the
Agreement and Plan of Merger,  dated October 23, 2001,  between the  Corporation
and the Creditor (as the same may be amended, supplemented or otherwise modified
from time to time, the "Agreement and Plan of Merger").  This Note is secured by
an  "all  assets"  Security  Agreement  of even  date  herewith  (the  "Security
Agreement")  and the holder hereof is entitled to all of the rights and benefits
provided for thereby or referred to therein.  All capitalized  terms used herein
without definition shall have the meanings ascribed in the Agreement and Plan of
Merger.

     The Principal Sum shall bear interest,  commencing on and as of the date of
such Advance to and including the date such Advance is repaid in full, at a rate
of six percent (6%) per annum.  Interest  shall be due and payable in arrears on
the last Business Day of each March, June, September, and December commencing on
March 31, 2002 and  continuing  until all amounts  owing under the Note has been
paid. Principal and interest payable to the holder of this Note shall be paid in
shares of Common Stock of the  Corporation,  as set forth in the  Agreement  and
Plan of  Merger,  or,  if no such  shares  of Common  Stock  are  available  for
issuance, in cash.

     If any  principal  or interest is not paid in full on the due date  thereof
(taking  into  account any  applicable  grace  periods)  (whether  by  maturity,
prepayment or acceleration), and upon and during the continuance of any Event of
Default  (as  defined in the  Agreement  and Plan of  Merger),  the  outstanding
principal balance of this Note shall bear interest thereafter at a rate equal to
eighteen  percent  (18%) per annum  until  such  payment is paid in full or such
Event  of  Default  is cured  or  waived  in  accordance  with the  terms of the
Agreement and Plan of Merger.

     To the extent  permitted by law, the Corporation  hereby waives  diligence,
presentment, demand, protest and notice of every kind whatsoever. The failure of
the holder  hereof to exercise  any of its rights  hereunder  in any  particular
instance shall not constitute a waiver of the same or of any other right in that
or any subsequent instance.

     This Note  shall be  binding  upon the  Corporation,  its  successors,  and
permitted  assigns,  and  shall  inure  to  the  benefit  of the  Creditor,  its
successors and assigns.

     This Note is a contract  made under and governed by, and shall be construed
and enforced in accordance with, the laws of the Commonwealth of  Massachusetts,
without regard to conflict of laws principles.

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     Conversion Rights and Procedures

     In  addition to the rights set forth  above,  the holder of this Note shall
have the conversion rights set forth below:

     1. Conversion  Right. At the Creditor's  election,  exercisable at any time
and from time to time, all or a portion of the principal  outstanding under this
Note shall be converted,  without the payment of any  additional  consideration,
into the  number of  fully-paid  and  nonassessable  shares  of Common  Stock as
provided in Section 2 below.

     2. Conversion Calculation.

     The number of shares  issuable  upon  conversion of all or a portion of the
principal  outstanding  under  this  Note at any  time  shall be  determined  by
dividing the amount of principal to be converted by the Conversion Price,  where
the Conversion Price equals eighty percent (80%) (the  "Conversion  Percentage")
of the average of the five (5)  Closing Bid Prices for the Common  Stock for the
five (5) consecutive trading days immediately  preceding the Conversion Date (as
herein defined),  as reported on the National  Association of Securities Dealers
OTC Bulletin  Board  Market (or on such other  national  securities  exchange or
market as the Common Stock may trade at such time);  notwithstanding anything in
this  paragraph to the  contrary,  if the  registration  statement  covering the
resale of the shares of Common Stock  issuable upon  conversion of this Note has
not been declared  effective  within 240 days after the date of issuance of this
Note (the "Due Date"), then, upon written notice by the Creditor to the Company,
the  Conversion  Percentage  shall  decrease by two percent  (2%) for each month
after such notice  (that is, each thirty (30) day period  after the notice after
the Due Date,  beginning  on the 30th day of the month in which the  notice  was
first  provided) or partial month in which the said  registration  statement has
not been  declared,  or does  not  remain,  effective  to a  Minimum  Conversion
Percentage of seventy percent (70%); if such registration statement has not been
declared  and does not remain  effective on the date which is one (1) year after
the date of issuance of this Note,  then, upon written notice by Creditor to the
Company, the Conversion  Percentage shall be seventy percent (70%). For purposes
hereof, the term "Closing Bid Price" shall mean for any security as of any date,
the last closing bid price for such security on the OTC Bulletin Board Market as
reported by  Bloomberg,  L.P.,  or, if the OTC Bulletin  Board Market is not the
principal  trading market for such security,  the last closing bid price of such
security  on the  principal  securities  exchange or trading  market  where such
security  is listed or traded as  reported by  Bloomberg,  L.P.,  or, if no last
closing bid or trade price is reported for such security by Bloomberg, L.P., the
closing bid price shall be  determined  by reference to the closing bid price as
reported  on the  principal  trading  market,  and if not so  reported  shall be
determined  from the  average of the bid  prices of any  market  makers for such
security as reported in the "pink  sheets"  published by the National  Quotation
Bureau,  Inc. If the closing bid price cannot be calculated for such security on
such date on any of the foregoing  bases, the closing bid price of such security
on such date shall be the fair market  value as  mutually  agreed by the Company
and the holder of this Note.

     If the Common  Stock  issuable  upon the  conversion  of this Note shall be
changed into the same or  different  number of shares of any class or classes of
stock, whether by capital reorganization,  reclassification,  stock split, stock
dividend, or similar event, then and in each such event, the holder of this Note
shall have the right  thereafter  to convert all or any portion of the principal
amount  outstanding  under this Note into the kind and amount of shares of stock
and other securities and property  receivable upon such capital  reorganization,
reclassification  or other change which such holder would have received had this
Note  been  converted   immediately   prior  to  such  capital   reorganization,
reclassification or other change.

     3. Conversion Procedure.

     The  holder  of this Note may  exercise  its  right to  convert  all or any
portion of the principal  amount  outstanding  under this Note by telecopying an
executed and completed  notice to the  Corporation  and  delivering the original
notice in the form  annexed  hereto as Exhibit A  ("Notice  of  Conversion")  by
express  courier.  Each  business  date  on  which a  Notice  of  Conversion  is
telecopied to and received by the  Corporation in accordance with the provisions
hereof shall be deemed a "Conversion  Date." The Corporation  will transmit,  or
instruct its transfer agent to transmit the certificates  representing shares of
Common Stock  issuable upon  conversion  of this Note to the holder  thereof via
express courier, by electronic transfer or otherwise,  within three (3) business
days after the Corporation has received the facsimile  Notice of Conversion.  In
addition to any other  remedies  which may be  available  to the

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holders of this Note,  except as otherwise  stated in the  Agreement and Plan of
Merger,  in the event that the  Corporation  fails to deliver,  or has failed to
contact its transfer agent within two (2) business days to deliver,  such shares
of Common  Stock  within  such three  business-day  period,  the holder  will be
entitled to revoke the relevant  Notice of  Conversion by delivering a notice to
such effect to the Company  whereupon  the Company and the holder  shall each be
restored to their  respective  positions  immediately  prior to delivery of such
Notice of Conversion.

     No  fractional  shares of Common Stock shall be issued upon  conversion  of
this Note. In lieu of any fractional share to which the holder would be entitled
but for this  paragraph,  the  number of shares of Common  Stock to be  received
shall be rounded to the nearest whole share.

     4. Issuance of Common  Stock.  The issuance of  certificates  for shares of
Common Stock upon  conversion  of this Note will be made  without  charge to the
holder for any issuance tax or other  governmental  charge in respect thereof or
other cost incurred by the  Corporation in connection  with such  conversion and
the related  issuance of Common Stock.  Upon the  conversion  of this Note,  the
Corporation  will take all such actions as are necessary in order to insure that
the shares of Common  Stock  issuable  with respect to such  conversion  will be
validly issued, fully paid and nonassessable, free of preemptive rights and free
from all taxes,  liens,  charges  and  security  interests  with  respect to the
issuance thereof.  Upon receipt of the certificates  evidencing shares of Common
Stock issued upon a conversion  of principal  outstanding  under this Note,  the
holder of this Note shall make provide documentation  indicating the date of the
conversion  and the  amount of  principal  so  converted.  In the event that the
holder elects to convert all of the principal  outstanding  under this Note, the
holder  shall  surrender  this  Note  to the  Corporation  upon  receipt  of the
certificates   representing   the  shares  of  Common  Stock  issued  upon  such
conversion.

     5.  Reorganization.  If at any time or from time to time  there  shall be a
stock  split,   reverse   stock  split,   stock   dividend,   or  other  capital
reorganization  of the Common  Stock  (other  than a  subdivision,  combination,
reclassification  or exchange  of shares  provided  for  above),  or a merger or
consolidation  of the Company with or into another  corporation,  or the sale of
all or substantially all of the Company's properties, stock and/or assets to any
other  person  or  entity  (any of  which  events  is  herein  referred  to as a
"Reorganization"),  then as a part of such  Reorganization,  provision  shall be
made so that the holder of this Note shall  thereafter  be  entitled  to receive
upon conversion of this Note, the number of shares of stock or other  securities
or property of the Company, or of the successor  corporation resulting from such
Reorganization, to which such holder would have been entitled if such holder had
converted this Note immediately prior to such Reorganization.  In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section 5 with  respect to the rights of the holder of this Note after the
Reorganization,  to the end that the  provisions  of this  Section 5  (including
adjustment of the number of shares  issuable upon conversion of this Note) shall
be  applicable  after  that  event in as  nearly  equivalent  a manner as may be
practicable.  Upon the  occurrence  of each  adjustment or  readjustment  of the
Conversion  Price,  the Company,  at its expense,  shall  promptly  compute such
adjustment or  readjustment  in accordance with the terms hereof and prepare and
furnish to the holder of this Note a  certificate  executed by the president and
chief financial  officer (or in the absence of a person  designated as the chief
financial   officer,   by  the  treasurer)  setting  forth  such  adjustment  or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment are based.  The Company shall,  upon written request at any time of
the  holder of this  Note,  furnish or cause to be  furnished  to such  holder a
certificate  setting forth (A) the Conversion  Price at the time in effect,  and
(B) the  number  of shares of Common  Stock  and the  amount,  if any,  of other
property which at the time would be received upon the conversion of this Note.

     6.  Reservation of Common Stock. The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting  the  conversion  of this Note,  such number of its
shares of Common  Stock as shall  from time to time be  sufficient  or as may be
available to effect the conversion of the maximum principal amount of this Note,
and if at any time the number of authorized but unissued  shares of Common Stock
shall not be  sufficient to effect the  conversion  of all the then  outstanding
principal  amount of this Note,  the Company  shall use its best efforts to take
such  corporate  action  as may be  necessary  to have a  sufficient  number  of
authorized  but  unissued  shares  of  Common  Stock  available  to  effect  the
conversion.

     7. Restriction on Conversion.  Notwithstanding anything to the contrary set
forth  herein,  in no event shall the holder of this Note be entitled to convert
all or any  portion of the  principal  outstanding  under this Note in excess of
such  portion of the  principal  of this Note that,  upon giving  effect to such
conversion,  would  cause  the

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aggregate number of shares of Common Stock beneficially owned by such converting
holder  and its  affiliates  to exceed  4.99% of the  outstanding  shares of the
Common Stock following such conversion.  For purposes of the foregoing  proviso,
the aggregate 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
proviso  is being  made.  Except as set  forth in the  preceding  sentence,  for
purposes of this Section, beneficial ownership shall be calculated in accordance
with  Section  13(d) of the  Securities  Exchange Act of 1934,  as amended.  The
limitations  imposed by this Section on  conversion of this Note shall no longer
apply, and the holder of this Note, upon notice to the Corporation,  may convert
all or any portion of the principal outstanding under this Note, irrespective of
the resulting beneficial ownership of the Corporation's Common Stock, should any
Event of Default, as defined in Paragraph 8, occur.

     8. Events of Default.  The following  shall  constitute an Event of Default
under this Note:  (a) any default  under either the Agreement and Plan of Merger
or the  Security  Agreement;  (b)  The  Corporation  shall  either:  (i)  become
insolvent;  or (ii) admit in writing its inability to pay its debts generally or
as they become due;  (iii) make an  assignment  for the benefit of  creditors or
commence  proceedings for its dissolution;  or (iv) apply for, or consent to the
appointment of, a trustee,  liquidator, or receiver for its or for a substantial
part of its property or business; or (c) A trustee, liquidator or receiver shall
be appointed for the  Corporation  or for a substantial  part of its property or
business  without  the  Corporation's   consent  and  such  appointment  is  not
discharged  within  sixty  (60)  days  after  such   appointment;   or  (d)  Any
governmental  agency or any court of competent  jurisdiction  at the instance of
any  governmental  agency  shall  assume  custody or control of the whole or any
substantial  portion of the properties or assets of the Corporation;  or (e) Any
money judgment, writ or note of attachment, or similar process in excess of Five
Hundred Thousand United States Dollars (US$500,000.00) in the aggregate shall be
entered or filed against the  Corporation or any of its properties or assets and
shall  remain  unpaid,  unvacated,  unbonded or unstayed for a period of fifteen
(15) days or in any  event  later  than  five (5) days  prior to the date of any
proposed  sale  thereunder;  or (f)  Bankruptcy,  reorganization,  insolvency or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  the
Corporation and, if instituted  against the Corporation,  shall not be dismissed
within sixty (60) days after such  institution or the  Corporation  shall by any
action or answer approve of, consent to, or acquiesce in any such proceedings or
admit the material  allegations of, or default in answering a petition filed in,
any such proceeding.

     9.  Notices.  Any  notices  desired,  required  or  permitted  to be  given
hereunder  shall be delivered  in  accordance  with the notice  provision in the
Agreement and Plan of Merger.

Executed as a sealed instrument.

                                        SALES ONLINE DIRECT, INC.


                                        By:    /s/ Gregory Rotman
                                               ---------------------------------
                                        Name:  Gregory Rotman
                                        Title: President