Exhibit 4.1 Form of Adustable Promissory Note to SSF


    


    Exhibit
      4.1

    


    ADJUSTABLE
      PROMISSORY NOTE

    
 

    
      	 $____________ 	
               December
                22,
                2006

            


    

     

    


    FOR
      VALUE
      RECEIVED, Primal Solutions, Inc., a Delaware corporation (the “Company”),
      unconditionally promises to pay to the order of _______________ (the
“Holder”),
      having an address at 527 Madison Avenue, 26th
      Floor,
      New York, NY 10022, at such address or at such other place as may be designated
      in writing by the Holder, or its assigns, the aggregate principal sum of
      ______________ United States Dollars ($____________), together with interest
      from the date set forth above on the unpaid principal balance of this Note
      outstanding at an adjustable rate equal to Applicable Federal Rate (defined
      below) until this Adjustable Promissory Note (the “Note”)
      is
      indefeasibly and irrevocably paid in full by the Company. Subject to the other
      provisions of this Note, the principal of this Note and all accrued and unpaid
      interest hereon shall mature and become due and payable on March 31, 2008 (the
      “Stated
      Maturity Date”).
      Except as provided herein, all payments of principal and interest by the Company
      under this Note shall be made in United States dollars in immediately available
      funds to an account specified by the Holder. As used herein, “Applicable
      Federal Rate”
shall
      mean the applicable federal rate for short-term instruments (currently 4.93%),
      as published from time to time by the Internal Revenue Service (the
“IRS”).
      The
      Applicable Federal Rate shall be re-set on the six-month anniversary of the
      date
      of the original issuance of this Note to the applicable federal rate for
      short-term instruments published by the IRS for May 2007.

     

    In
      the
      event that any amount due hereunder is not paid when due, such overdue amount
      shall bear interest at an annual rate of fifteen percent (15%) until paid in
      full. In no event shall any interest charged, collected or reserved under this
      Note exceed the maximum rate then permitted by applicable law and if any such
      payment is paid by the Company, then such excess sum shall be credited by the
      Holder as a payment of principal.

     

    
      	1.  	
              Transfer.
                This Note is transferable and assignable to any person or entity
                to whom
                such transfer is permissible under applicable law. The Company agrees
                to
                issue from time to time a replacement Note in the form hereof to
                facilitate such transfers and assignments. In addition, after delivery
                of
                an indemnity in form and substance reasonably satisfactory to the
                Company,
                the Company also agrees to promptly issue a replacement Note if this
                Note
                is lost, stolen, mutilated or
                destroyed.

            


    

     

    
      	2.  	
              Prepayment.
                This Note and all accrued interest hereon may, at the option of the
                Company, be prepaid in whole, but not in part, at any time prior
                to the
                Stated Maturity Date, without
                penalty.

            


    

     

    
      	3.  	
              Event
                of Default.
                The
                occurrence of any of following events shall constitute an “Event
                of Default”
                hereunder:

            


    

     

    
      	a.  	
              the
                failure of the Company to make any payment of principal on this Note
                when
                due, whether at maturity, upon acceleration or
                otherwise;

            


    

     

    
      	b.  	
              the
                failure of the Company to make any payment of interest on this Note,
                or
                any other amounts due hereunder when due, whether at maturity, upon
                acceleration or otherwise, and such failure continues for more than
                five
                (5) days;

            


    

     

    
      	c.  	
              the
                Company and/or its subsidiaries fail to make a required payment or
                payments on indebtedness for borrowed money (“Indebtedness”)
                of One Hundred Thousand United States Dollars ($100,000) or more
                in
                aggregate principal amount and such failure continues for more than
                ten
                (10) days;

            


    

     

    
      	d.  	
              there
                shall have occurred an acceleration of the stated maturity of any
                Indebtedness of the Company or its subsidiaries of One Hundred Thousand
                United States Dollars ($100,000) or more in aggregate principal amount
                (which acceleration is not rescinded, annulled or otherwise cured
                within
                ten (10) days of receipt by the Company or a Subsidiary of notice
                of such
                acceleration);

            


    

     

    
      	e.  	
              the
                Company makes an assignment for the benefit of creditors or admits
                in
                writing its inability to pay its debts generally as they become due;
                or an
                order, judgment or decree is entered adjudicating the Company as
                bankrupt
                or insolvent; or any order for relief with respect to the Company
                is
                entered under the Federal Bankruptcy Code or any other bankruptcy
                or
                insolvency law; or the Company petitions or applies to any tribunal
                for
                the appointment of a custodian, trustee, receiver or liquidator of
                the
                Company or of any substantial part of the assets of the Company,
                or
                commences any proceeding relating to it under any bankruptcy,
                reorganization, arrangement, insolvency, readjustment of debt, dissolution
                or liquidation law of any jurisdiction; or any such petition or
                application is filed, or any such proceeding is commenced, against
                the
                Company and either (i) the Company by any act indicates its approval
                thereof, consents thereto or acquiescence therein or (ii) such petition
                application or proceeding is not dismissed within sixty (60) days;
                or

            


    

     

    
      	f.  	
              a
                final, non-appealable judgment which, in the aggregate with other
                outstanding final judgments against the Company and its subsidiaries,
                exceeds One Hundred Thousand United States Dollars ($100,000) shall
                be
                rendered against the Company or a Subsidiary and within sixty (60)
                days
                after entry thereof, such judgment is not discharged or execution
                thereof
                stayed pending appeal, or within sixty (60) days after the expiration
                of
                such stay, such judgment is not discharged; provided, however, that
                a
                judgment that provides for the payment of royalties subsequent to
                the date
                of the judgment shall be deemed to be discharged so long as the Company
                or
                the Subsidiary affected thereby is in compliance with the terms of
                such
                judgment.

            


    

     

    Upon
      the
      occurrence of any such Event of Default all unpaid principal and accrued
      interest under this Note shall become immediately due and payable (A) upon
      election of the Holder, with respect to (a) through (d) and (f), and (B)
      automatically, with respect to (e). Upon the occurrence of any Event of Default,
      the Holder may, in addition to declaring all amounts due hereunder to be
      immediately due and payable, pursue any available remedy, whether at law or
      in
      equity. If an Event of Default occurs, the Company shall pay to the Holder
      the
      reasonable attorneys' fees and disbursements and all other reasonable
      out-of-pocket costs incurred by the Holder in order to collect amounts due
      and
      owing under this Note or otherwise to enforce the Holder's rights and remedies
      hereunder.

     


    
      
         

        
        

      

      
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      	4.  	
              No
                Waiver.
                No delay or omission on the part of the Holder in exercising any
                right
                under this Note shall operate as a waiver of such right or of any
                other
                right of the Holder, nor shall any delay, omission or waiver on any
                one
                occasion be deemed a bar to or waiver of the same or any other right
                on
                any future occasion.

            


    

     

    
      	5.  	
              Waivers.
                The Company hereby forever waives presentment, demand, presentment
                for
                payment, protest, notice of protest, notice of dishonor of this Note
                and
                all other demands and notices in connection with the delivery, acceptance,
                performance and enforcement of this
                Note.

            


    

     

    
      	6.  	
              Waiver
                of Jury Trial.
                THE COMPANY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM
                OR CAUSE
                OF ACTION ARISING OUT OF OR BASED UPON THIS NOTE OR ANY CONTEMPLATED
                TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER
                CLAIMS. EACH OF THE COMPANY AND WBS HAS REVIEWED THIS WAIVER WITH
                ITS
                COUNSEL.

            


    

     

    
      	7.  	
              Governing
                Law; Consent to Jurisdiction.
                This Note shall be governed by and construed under the law of the
                State of
                New York, without giving effect to the conflicts of law principles
                thereof. The Company and, by accepting this Note, the Holder, each
                irrevocably submits to the exclusive jurisdiction of the courts of
                the
                State of New York located in New York County and the United States
                District Court for the Southern District of New York for the purpose
                of
                any suit, action, proceeding or judgment relating to or arising out
                of
                this Note and the transactions contemplated hereby. Service of process
                in
                any such suit, action or proceeding may be given anywhere in the
                world by
                the same method as for the giving notices hereunder. The Company
                and, by
                accepting this Note, the Holder, each irrevocably consents to the
                jurisdiction of any such court in any such suit, action or proceeding
                and
                to the laying of venue in such court. The Company and, by accepting
                this
                Note, the Holder, each irrevocably waives any objection to the laying
                of
                venue of any such suit, action or proceeding brought in such courts
                and
                irrevocably waives any claim that any such suit, action or proceeding
                brought in any such court has been brought in an inconvenient
                forum.

            


    

     

    
      	8.  	
              Notices.
                Any notice required or permitted under this Note shall be given in
                writing
                and shall be deemed effectively given as hereinafter described (i)
                if
                given by personal delivery, then such notice shall be deemed given
                upon
                such delivery, (ii) if given by telex or telecopier, then such notice
                shall be deemed given upon receipt of confirmation of complete
                transmittal, (iii) if given by mail, then such notice shall be deemed
                given upon the earlier of (A) receipt of such notice by the recipient
                or
                (B) three days after such notice is deposited in first class mail,
                postage
                prepaid, and (iv) if given by an internationally recognized overnight
                air
                courier, then such notice shall be deemed given one business day
                after
                delivery to such carrier. All notices shall be addressed to the party
                to
                be notified at the address as follows, or at such other address as
                such
                party may designate by ten days’ advance written notice to the other
                party:

            


    

     


    
      
        
        

      

      
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    If
      to the
      Company:

    


    Primal
      Solutions, Inc.

    18881
      Von
      Karman Avenue

    Suite
      500

    Irvine,
      California 92612

    Attention:
      Joseph R. Simrell

    Fax:
      (949) 221-8590

    


    If
      to the
      Holder:

    


    _____________________________

    527
      Madison Avenue, Suite 2600

    New
      York,
      New York 10022

    Attention:
      Austin W. Marxe

    Fax:
      (212) 319-6595

    


    
      	9.  	
              Costs.
                If action is instituted to collect on this Note, the Company promises
                to
                pay all reasonable costs and expenses, including reasonable attorney’s
                fees, incurred in connection with such
                action.

            


    

     

    
      	10.  	
              Successors
                and Assigns.
                This Note shall be binding upon the successors or assigns of the
                Company
                and shall inure to the benefit of the successors and assigns of the
                Holder.

            


    

     

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    IN
      WITNESS WHEREOF, the Company has caused this Adjustable Promissory Note to
      be
      signed in its name effective as of the date first above written.

    


    
      


      
        	
                 

              	
                PRIMAL
                  SOLUTIONS, INC.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              	
                 

              
	
                 

              	
                Name:

              	
                Joseph
                  R. Simrell

              
	
                 

              	
                Title:

              	
                Chief
                  Executive Officer

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              


      

      
         

        
 

        
          
            
            

          

          
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