<PAGE>

Exhibit 4.2

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

Up to $1,000,000                                               November  7, 2001

     SALES ONLINE DIRECT, INC., a Delaware corporation (the "Corporation"),  for
value  received,  hereby  promises to pay to AUGUSTINE  FUND,  L.P., an Illinois
limited  partnership (the "Lender"),  its successors and assigns,  the lesser of
(i) the principal sum of One Million Dollars and No/100  ($1,000,000.00) or (ii)
the  aggregate  principal  sum  of  all  advances  made  by  the  Lender  to the
Corporation  hereunder  from time to time,  as  reflected  on the Grid  attached
hereto (each an "Advance" and collectively,  the "Principal Sum"), plus interest
thereon  as  hereinafter  provided.  Subject  to  certain  mandatory  prepayment
requirements,  the  Principal Sum and all accrued and unpaid  interest  shall be
payable in full on November 7, 2003.

     This Note is issued under and pursuant to the terms and  provisions  of the
Loan  Agreement,  of even date herewith,  between the Corporation and the Lender
(as the same may be amended,  supplemented  or otherwise  modified  from time to
time, the "Loan Agreement"),  and this Note 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 Loan Agreement.

     The principal sum of each Advance 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 eight  percent  (8%) per  annum.  Interest  shall be due and
payable in arrears on the last Business Day of each September,  December,  March
and June  commencing  on March 31, 2002 and  continuing  until all amounts owing
under the Note has been paid.  The  interest  payable to the holder of this Note
for any given period shall be paid,  at the such  holder's  election,  either in
cash or in shares of Common Stock of the  Corporation,  as set forth in the Loan
Agreement.

     The  Lender  shall  record on the Grid  attached  to this Note the date and
amount of each Advance,  as well as each payment of principal (or the conversion
of principal as provided for herein) and such other  information  as it may deem
necessary, which notations shall constitute prima facie evidence of the accuracy
of the information recorded.  Failure of the Lender to make any such notation or
any error therein  shall not limit or otherwise  affect the  obligations  of the
Corporation  hereunder  and the  records  of the  Lender  shall at all  times be
determinative  of the unpaid balance of this Note (whether or not the Lender has
made such notation on this Note).

     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 Loan Agreement), 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 Loan Agreement.

<PAGE>

     All  payments  on or in  respect  of this  Note,  including  principal  and
interest  thereon,  shall be made in such coin and currency of the United States
of America as at the time of payment is legal  tender for the  payment of public
and  private  debts  by  wire   transfer   pursuant  to  written  wire  transfer
instructions  given to the  Corporation  by the holder hereof from time to time,
or, at the option of the holder  hereof,  in such manner and at such other place
in the United  States of America as the holder  hereof shall have  designated to
the Corporation in writing pursuant to the provisions of the Loan Agreement.

     Under  certain  circumstances,  as  specified  in the Loan  Agreement,  the
principal  of this Note may be  declared  due and payable in the manner and with
the effect  provided  in the Loan  Agreement.  This Note is subject to  optional
prepayment by the Corporation  pursuant to the terms and conditions set forth in
the Loan Agreement.

     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 Lender, 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 State of  Illinois,  without
regard to conflict of laws principles.

     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 Lender'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 73% (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  240 days after the date of  issuance of this Note (the "Due
Date"),  then  upon  written  notice  by  the  Lender  to the  Corporation,  the
Conversion  Percentage  shall  decrease by two percent (2%) for each month (that
is, each thirty (30) day period  after the Due Date,  beginning  on the 30th day
after the Due Date) or partial  month in which the said  registration  statement
has not been  declared,  or does not  remain,  effective;  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 Lender to the  Corporation,  the Conversion  Percentage shall be fifty
percent (50%). 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.

<PAGE>

     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 holders of this
Note,  except as otherwise  stated in the Loan Agreement,  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 a notation on the Grid attached hereto 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

<PAGE>

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  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 of the following events occur: (a)
The Corporation shall either:  (i) become  insolvent;  (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 (b) 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 (c) 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  (d)  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  (e)  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 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.

     8.  Notices.  Any  notices  desired,  required  or  permitted  to be  given
hereunder shall be delivered in accordance with the notice provision in the Loan
Agreement.

                                        SALES ONLINE DIRECT, INC.


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

<PAGE>

                                      Grid
                                 to that certain
                           Convertible Promissory Note
                          of Sales Online Direct, Inc.
                                   payable to
                              Augustine Fund, L.P.

<TABLE>
<CAPTION>
----------------------------    --------------------------    ------------------------    -------------------------
                                                                    Amount of
Date of Advance, Payment or                                     Principal Repaid
        Conversion                   Amount of Advance            or Converted               Cumulative Balance
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<S>                                  <C>                        <C>                          <C>

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</TABLE>