PROSOFTTRAINING COM
SUBORDINATED SECURED CONVERTIBLE NOTE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>SUBORDINATED SECURED CONVERTIBLE NOTE
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.1
                                                                    ------------

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO
THE COMPANY, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (C) IF
REGISTERED UNDER THE SECURITIES ACT.

                                                                   $2,500,000.00

DATE OF ISSUANCE:  October 16, 2001

                               PROSOFTTRAINING.COM

                      Subordinated Secured Convertible Note

         PROSOFTTRAINING.COM a Nevada corporation (together with its successors,
the "Company"), for value received hereby promises to pay to:

                        HUNT CAPITAL GROWTH FUND II, L.P.

(the "Holder") and registered assigns, the principal sum of Two Million Five
Hundred Thousand Dollars ($2,500,000.00) ("Principal Amount"), or such amount
less than the Principal Amount which is outstanding from time to time if the
total amount outstanding under this Subordinated Secured Convertible Note
("Convertible Note') is less than the Principal Amount, on October 16, 2006 (the
"Maturity Date"), or as earlier provided herein, and to pay interest at such
times and on such terms and conditions as specified herein.

         This is the Subordinated Secured Convertible Note provided for in that
certain Securities Purchase Agreement executed by the Holder and the Company as
of the date hereof (the "Securities Purchase Agreement"). The Holder is entitled
to the benefits and security provided for in the Securities Purchase Agreement.

1.       CERTAIN DEFINITIONS.

         The following terms as used herein shall have the following meanings:

         "Acceleration Event" shall have the meaning set forth in Section
2.2(b).

         "Additional Stock" shall have the meaning set forth in Section
4.3(a)(ii).

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         "Change of Control" means (a) other than a transaction involving the
Company's issuance of Common Stock for which the Company's shareholders do not
participate in pro rata (a "Company Issuance"), any merger, consolidation,
tender offer, shareholder stock sale of the Company or any other transaction,
which would result in the voting securities of the Company outstanding
immediately prior thereto to no longer representing more than seventy percent
(70%) of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such transaction; provided,
                                                                      --------
however, that a merger or consolidation effected to implement a redomestication
-------
or recapitalization of the Company (or similar transaction) shall not constitute
a Change of Control; or (b) any Company Issuance which results in one or more
Persons acting together acquiring thirty percent (30%) or more of the combined
voting power of the voting securities of the Company.

         "Collateral" shall have the meaning set forth in Section 2.4.

         "Common Stock" means the voting common stock, $0.001 par value per
share of the Company.

         "Debt for Borrowed Money" means, as to any Person, at any date, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments and (c) all obligations of such Person to pay the deferred
purchase price of property or services, except trade accounts payable arising in
the ordinary course of business.

         "Debtor Relief Laws" means applicable bankruptcy, reorganization,
moratorium, or similar Laws, or principles of equity affecting the enforcement
of creditors' rights generally.

         "Derivative Securities" means rights, options or warrants under which
the holders thereof are entitled to subscribe for or purchase Common Stock or
securities convertible into or exchangeable for Common Stock.

         "Event of Default" shall have the meaning set forth in Section 5.1.

         "Issuance Date" means October 16, 2001.

         "Lien" shall have the meaning set forth in the Securities Purchase
Agreement.

         "Market Price" means, with respect to any Security on any date, the
closing bid price per unit of such Security on the principal securities exchange
or trading market where such Security is listed or traded or, if the foregoing
does not apply, the closing bid price of such Security in the over-the-counter
market on the electronic bulletin board for such Security or, if no trading
price is reported for such Security, then the bid price of any market makers for
such Securitiy as reported in the "Pink Sheets" by National Quotation Bureau,
Inc.

         "Material Equity Financing" means any public or private equity
financing consummated through the issuance of Common Stock or preferred stock of
the Company or any

                                     Page 2

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Subsidiary of the Company which, whether in one or more transactions or series
of transactions, would result, in the aggregate, in net cash proceeds to the
Company in excess of two million, five hundred thousand dollars ($2,500,000).

         "Non-Payment Default" shall have the meaning set forth in Section 6.3.

         "Notice of Conversion" shall have the meaning set forth in the
Securities Purchase Agreement.

         "Outstanding Common" shall have the meaning set forth in Section
4.3(a)(i).

         "Payment Blockage Period" shall have the meaning set forth in Section
6.3.

         "Permitted Senior Indebtedness" shall have the meaning set forth in
Section 1.1 of the Securities Purchase Agreement.

         "Person" means an individual, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint venture stock
company, government (or any department, agency, or political subdivision
thereof) or other entity of any kind.

         "Prepayment Notice" shall have the meaning set forth in Section 2.2(c).

         "Qualified Public Offering" means a firm commitment underwritten public
offering of the Company's Common Stock which (i) results in net cash proceeds to
the Company of not less than $20,000,000, and (ii) is offered at a per share
price equal to or greater than $0.795 per share.

         "Sale Event" means one of the following: (i) the occurrence of a Change
of Control of the Company, (ii) a transfer of all or substantially all of the
assets of the Company to any person or entity in a single transaction or series
of related transactions, or (iii) a merger or consolidation of the Company or
any other transaction which would result in the voting securities of the Company
outstanding immediately prior thereto to no longer represent more than seventy
percent (70%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger,
consolidation or other transaction; provided, however, that a merger or
                                    -----------------
consolidation effected to implement a redomestication or recapitalization of the
Company (or similar transaction) shall not constitute a Sale Event.

         "Security" shall have the meaning specified in section 2(1) of the
Securities Act of 1933, as amended.

         "Securities Purchase Agreement" shall have the meaning set forth in the
preamble.

         "Security Agreement" shall have the meaning set forth in Section 2.4.

         "Subsidiary" means, with respect to any Person, any corporation or
other entity of which (x) a majority of the capital stock or other ownership
interests having ordinary voting power to elect a majority of the Board of
Directors or other persons performing similar functions are at the

                                     Page 3

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time directly or indirectly owned by such Person or (y) the results of
operations, the assets and the liabilities of which are consolidated with such
Person under GAAP.

         "Trading Day" means any business day in which the Nasdaq Market or
other automated quotation system or exchange on which the Common Stock is then
traded is open for trading for at least four (4) hours.

         "Transaction Agreements" means (a) this Convertible Note (b) the
Warrants and the Warrant Agreement as well as (c) the Securities Purchase
Agreement, the Security Agreement, the Rights Agreement, and the First Amendment
to Registration Rights Agreement entered into as of the date hereof by the
Company and the Holder.

         "Tribunal" means any state, commonwealth, federal, foreign,
territorial, or other court or government body, subdivision, agency, department,
commission, board, bureau, or instrumentality of a governmental body.

         "Warrants" means the Warrants issued to the Holder by the Company
pursuant to that certain Warrant Agreement entered into by or between the
Company and the Purchaser as of November 22, 1999 (the "Warrant Agreement").

2.       INTEREST AND PRINCIPAL.

         2.1. Interest Rate, Payment of Interest and Calculation. The Company
promises to pay interest in cash or, at the option of the Holder such payment
may be made in shares of Common Stock as hereafter described, on the Principal
Amount of this Convertible Note outstanding from time to time at the rate of Ten
Percent (10%) per annum (the "Interest Rate") or, if less, the maximum rate
permitted by applicable law. On each anniversary of the Issuance Date, all
unpaid interest shall compound and shall be added to the Principal Amount on
which the Interest Rate applies for the subsequent year. Past due amounts
(including interest, to the extent permitted by law) will also accrue interest
at the Interest Rate plus four percent (4%) per annum or, if less, the maximum
rate permitted by applicable law, and will be payable on demand. Interest on
this Convertible Note will be calculated on the basis of a 360-day year of
twelve 30 day months. The Company will pay interest on (i) the Maturity Date and
(ii) the date the principal amount of this Convertible Note shall be declared to
be or shall automatically become due and payable, on the principal sum hereof
outstanding, until payment in full of the principal sum hereof has been made.

         2.2. Payment of Principal.

              (a) The Company shall repay the unpaid principal balance of this
         Convertible Note on the Maturity Date.

              (b) Notwithstanding the foregoing, the Holder, at its option, has
         the right to immediately accelerate the Maturity Date upon written
         notice to the Company upon the occurrence of any of the following
         events (each an "Acceleration Event"): (i) a Sale

                                     Page 4

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         Event; (ii) a Material Equity Financing; (iii) a Qualified Public
         Offering; or (iv) an Event of Default.

              (c) At any time after October 16, 2003, and prior to the Maturity
         Date, the Company may voluntarily prepay this Convertible Note upon
         twenty (20) days prior notice (the "Prepayment Notice") to the Holder;
         provided that the Market Price of the Common Stock equals or exceeds
         --------
         Five Dollars ($5.00) per share (as appropriately adjusted for stock
         splits and similar events) for at least five (5) consecutive Trading
         Days during the thirty (30) calendar days immediately prior to the
         Prepayment Notice. After the Prepayment Notice and prior to the
         prepayment date, the Holder shall have the right to convert this
         Convertible Note pursuant to Article 4 hereof. The Company's ability to
         prepay the Convertible Note under this Section 2.2(c) will not be
         affected in the event that the Market Price of the Common Stock is less
         than Five Dollars ($5.00) per share at any time after the date of the
         Prepayment Notice.

         2.3. Method of Payment. Unless otherwise directed by the Holder
pursuant to the terms hereunder, the Company will pay all sums becoming due on
this Convertible Note for principal, interest or otherwise in cash by wire
transfer of immediately available funds to the Holder of this Convertible Note
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts at the
address specified for such purpose below the Holder's name above, or by such
other method or at such other address as such Holder shall have from time to
time specified to the Company in writing for such purpose, without the
presentation or surrender of this Convertible Note. The Holder shall return to
the Company the original executed Convertible Note marked "cancelled" no later
than ten (10) days after receipt of payment in full of all principal and
interest due and owing pursuant to the terms of this Convertible Note.

         2.4. Collateral Security. Payment of the Convertible Note is secured by
the collateral (the "Collateral") specified in the Security Agreement dated as
of the date hereof between the Holder and the Company (as the same may be
amended or modified from time to time, the "Security Agreement").




                                     Page 5



<PAGE>

3.       REGISTRATION.

         3.1. Record Ownership. The Company shall maintain a register of this
Convertible Note (the "Register") showing the name, address, serial number and
cu rrent principal amount of the Convertible Note issued to the Holder or
transferred of record by the Holder. The Register may be maintained in
electronic, magnetic or other computerized form. The Company may treat the
Person named as the Holder in the Register as the sole owner of this Convertible
Note. The Holder (as properly noted in the Register) is the Person exclusively
entitled to receive payments on this Convertible Note, receive notifications
with respect to this Convertible Note, convert it into Common Stock and
otherwise exercise all of the rights and powers as the absolute owner hereof.

         3.2. Registration of Transfer. Transfers of this Convertible Note may
be registered on the Register. Transfers shall be registered when this
Convertible Note is presented to the Company with a request to register the
transfer hereof and the Convertible Note is accompanied by a written instrument
of transfer in form reasonably satisfactory to the Company, duly executed by the
Holder thereof or his attorney duly authorized in writing, reasonable assurances
are given that the endorsements are genuine and effective, and the Company has
received evidence reasonably satisfactory to it that such transfer is rightful
and in compliance with this Convertible Note and all applicable laws, including
state and Federal securities laws. When this Convertible Note is presented for
transfer and duly transferred hereunder, it shall be canceled and a new
Convertible Note showing the name of the transferee as the record holder thereof
shall be issued in lieu hereof. When this Convertible Note is presented to the
Company with a reasonable request to exchange it for an equal principal amount
of Convertible Notes of other denominations, the Company shall make such
exchange and shall cancel this Convertible Note and issue in lieu thereof a
Convertible Note having a Principal Amount equal to the outstanding principal
amount of this Convertible Note in the denominations requested by the Holder.

         3.3. Worn and Lost Securities. If this Convertible Note becomes worn,
defaced or mutilated but is still substantially intact and recognizable, the
Company or its agent may issue a new Convertible Note in lieu hereof upon its
surrender bearing a number not contemporaneously outstanding. Where the Holder
claims that the Convertible Note has been lost, destroyed or wrongfully taken,
the Company shall issue a new Convertible Note in place of the original
Convertible Note bearing a number not contemporaneously outstanding if the
Holder so requests by written notice to the Company actually received by the
Company before it is notified that the Convertible Note has been acquired by a
bona fide purchaser and the Holder has delivered to the Company an indemnity
bond in such amount and issued by such surety as the Company deems reasonably
satisfactory together with an affidavit of the Holder setting forth the facts
concerning such loss, destruction or wrongful taking and such other information
in such form with such proof or verification as the Company may reasonably
request.

                                     Page 6



<PAGE>

4.       CONVERSION AT THE OPTION OF THE HOLDER

         4.1.

              (a) Optional Conversion. At the option of the Holder and at any
         time or from time to time, all or any portion of the outstanding
         principal balance of this Convertible Note together with, at the option
         of the Holder, any outstanding unpaid interest thereon may be converted
         into that certain number of fully paid and nonassessable shares of
         Common Stock as is determined by dividing such applicable balance of
         this Convertible Note so converted by the Conversion Price (the
         "Conversion Shares"). If at the time of conversion the Holder has not
         elected to convert any outstanding unpaid interest, then such accrued
         but unpaid interest shall be added to the Principal Amount remaining
         after the partial conversion and the Interest Rate shall thereafter
         apply to the adjusted Principal Amount.

              (b) Conversion Price. Subject to adjustment pursuant to Section
         4.3 below, the "Conversion Price" shall be seventy-nine and one- half
         cents ($0.795) per share of Common Stock.

         4.2. Conversion Procedures.

              (a) The conversion of this Convertible Note will be deemed to have
         been effected as of the close of business on the date on which the
         Holder delivers a notice of conversion (including via telecopy) to the
         Company indicating the amount of the Convertible Note's value
         (including remaining principal together with any accrued but unpaid
         interest) that is to be converted into Common Stock (the "Conversion
         Date"). On the Conversion Date, the Person or Persons in whose name or
         names any certificate or certificates for Conversion Shares are to be
         issued upon such conversion will be deemed to have become the holder or
         holders of record of the shares of Common Stock represented thereby.

              (b) As soon as possible after a conversion has been effected (but
         in any event within five (5) business days), the Company will deliver
         to the converting Holder (i) a certificate or certificates representing
         the number of shares of Common Stock issuable by reason of such
         conversion in such name or names and such denomination or denominations
         as the converting Holder has specified and (ii) an accounting detailing
         the amount of outstanding principal remaining after giving effect to
         the Conversion. No later than ten (10) days after the complete
         conversion of the Principal Amount and the conversion and/or payment of
         any and all outstanding principal due and owing under this Convertible
         Note, the Holder shall return the original executed Convertible Note
         marked "cancelled" to the Company.

              (c) The issuance of certificates for shares of Common Stock upon
         conversion of this Convertible Note will be made without charge to the
         Holder for any issuance tax in respect thereof or other cost incurred
         by the Company in connection with such

                                     Page 7

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         conversion and the related issuance of shares of Common Stock. Upon
         conversion of this Convertible Note, the Company will take all such
         actions as are necessary in order to insure that the Common Stock
         issuable with respect to such conversion will be validly issued, fully
         paid and nonassessable.

              (d) If any fractional interest in a share of Common Stock would,
         except for the provisions of this subparagraph (d), be deliverable upon
         any conversion of this Convertible Note, the Company, in lieu of
         delivering the fractional share therefor, will pay an amount to the
         Holder thereof equal to the fair market value of such fractional
         interest as of the date of conversion.

         4.3. Conversion Price Adjustments for Certain Dilutive Issuances,
Splits and Combinations. The Conversion Price shall be subject to adjustment
from time to time as follows:

              (a) Issuance of Additional Stock below Conversion Price. If the
                  ---------------------------------------------------
         Company shall issue after the date hereof any Additional Stock (as
         defined below) without consideration or for a consideration per share
         less than the Conversion Price in effect immediately prior to the
         issuance of such Additional Stock, the Conversion Price in effect
         immediately prior to each such issuance shall automatically be adjusted
         as set forth in this Section 4.3(a), unless otherwise provided in this
         Section 4.3(a).

                  (i) Adjustment Formula. Whenever the Conversion Price is
                      ------------------
              adjusted pursuant to this Section 4.3(a), the new Conversion Price
              shall be determined by multiplying the Conversion Price then in
              effect by a fraction, (x) the numerator of which shall be the
              number of shares of Common Stock outstanding immediately prior to
              such issuance (the "Outstanding Common") plus the number of shares
              of Common Stock that the aggregate consideration received by the
              Company for such issuance would purchase at such Conversion Price;
              and (y) the denominator of which shall be the number of shares of
              Outstanding Common plus the number of shares of such Additional
              Stock. For purposes of the foregoing calculation, the term
              "Outstanding Common" shall include shares of Common Stock deemed
              issued pursuant to Section 4.3(a)(v) below.

                  (ii) Definition of "Additional Stock". For purposes of this
                       -------------------------------
              Section 4.3(a), "Additional Stock" shall mean any shares of Common
              Stock issued (or deemed to have been issued pursuant to Section
              4.3(a)(v)) by the Company after the Issuance Date) other than

                                     (A) Common Stock issued pursuant to a
                           transaction described in Section 4.3(b) hereof,

                                     (B) Shares of Common Stock issued or
                           issuable upon conversion of the Convertible Note or
                           the Warrants.

                                     Page 8


<PAGE>

                  (iii) No Fractional Adjustments. No adjustment of the
                        -------------------------
              Conversion Price shall be made in an amount less than one cent per
              share, provided that any adjustments which are not required to be
              made by reason of this sentence shall be carried forward and shall
              be either taken into account in any subsequent adjustment made
              prior to three years from the date of the event giving rise to the
              adjustment being carried forward, or shall be made at the end of
              three years from the date of the event giving rise to the
              adjustment being carried forward.

                  (iv) Determination of Consideration. In the case of the
                       ------------------------------
              issuance of Common Stock for cash, the consideration shall be
              deemed to be the amount of cash paid therefore before deducting
              any reasonable discounts, commissions or other expenses allowed,
              paid or incurred by the Company for any underwriting or otherwise
              in connection with the issuance and sale thereof. In the case of
              the issuance of the Common Stock for a consideration in whole or
              in part other than cash, the consideration other than cash shall
              be deemed to be the fair value thereof as determined by the Board
              of Directors irrespective of any accounting treatment.

                  (v) Deemed Issuances of Common Stock. In the case of the
                      --------------------------------
              issuance (whether before, on or after the Issuance Date) of
              options to purchase or rights to subscribe for Common Stock,
              securities by their terms convertible into or exchangeable for
              Common Stock or options to purchase or rights to subscribe for
              such convertible or exchangeable securities, the following
              provisions shall apply for all purposes of this Section 4(3)(a):

                      (A) The aggregate maximum number of shares of Common Stock
                  deliverable upon exercise (assuming the satisfaction of any
                  conditions to exercisability, including without limitation,
                  the passage of time, but without taking into account potential
                  antidilution adjustments) of such options to purchase or
                  rights to subscribe for Common Stock shall be deemed to have
                  been issued at the time such options or rights were issued and
                  for a consideration equal to the consideration (determined in
                  the manner provided in Section 4.3(a)(iv)), if any, received
                  by the Company upon the issuance of such options or rights
                  plus the minimum exercise price provided in such options or
                  rights (without taking into account potential antidilution
                  adjustments) for the Common Stock covered thereby.

                      (B) The aggregate maximum number of shares of Common Stock
                  deliverable upon conversion of or in exchange (assuming the
                  satisfaction of any conditions to convertibility or
                  exchangeability, including, without limitation, the passage of
                  time, but without taking into account potential antidilution
                  adjustments) for any such convertible or exchangeable
                  securities or upon the exercise of options to purchase or
                  rights to subscribe for such convertible or exchangeable
                  securities and subsequent conversion or exchange thereof shall
                  be deemed to have been issued at the time such securities were
                  issued or such options or rights

                                     Page 9

<PAGE>

                  were issued and for a consideration equal to the
                  consideration, if any, received by the Company for any such
                  securities and related options or rights (excluding any cash
                  received on account of accrued interest or accrued dividends),
                  plus the minimum additional consideration, if any, to be
                  received by the Company (without taking into account potential
                  antidilution adjustments) upon the conversion or exchange of
                  such securities or the exercise of any related options or
                  rights (the consideration in each case to be determined in the
                  manner provided in Section 4.3(a)(iv).

                      (C) In the event of any change in the number of shares of
                  Common Stock deliverable or in the consideration payable to
                  the Company upon exercise of such options or rights or upon
                  conversion of or in exchange for such convertible or
                  exchangeable securities, including, but not limited to, a
                  change resulting from the antidilution provisions thereof, the
                  Conversion Price, to the extent in any way affected by or
                  computed using such options, rights or securities, shall be
                  recomputed to reflect such change, but no further adjustment
                  shall be made for the actual issuance of Common Stock or any
                  payment of such consideration upon the exercise of any such
                  options or rights or the conversion or exchange of such
                  securities.

                      (D) Upon the expiration of any such options or rights, the
                  termination of any such rights to convert or exchange or the
                  expiration of any options or rights related to such
                  convertible or exchangeable securities, the Conversion Price,
                  to the extent in any way affected by or computed using such
                  options, rights or securities or options or rights related to
                  such securities, shall be recomputed to reflect the issuance
                  of only the number of shares of Common Stock (and convertible
                  or exchangeable securities which remain in effect) actually
                  issued upon the exercise of such options or rights, upon the
                  conversion or exchange of such securities or upon the exercise
                  of the options or rights related to such securities.

                      (E) The number of shares of Common Stock deemed issued and
                  the consideration deemed paid therefor pursuant to Sections
                  4.3(a)(v)(A) and 4.3(a)(v)(B) shall be appropriately adjusted
                  to reflect any change, termination or expiration of the type
                  described in either Section 4.3(a)(v)(C) or 4.4(a)(v)(D).

                  (vi) No Increased Conversion Price. Notwithstanding any other
                       -----------------------------
              provisions of this Section 4.3(a), except to the limited extent
              provided for in Sections 4.3(a)(v)(C) and 4.3(a)(v)(D), no
              adjustment of the Conversion Price pursuant to this Section 4.3(a)
              shall have the effect of increasing the Conversion Price above the
              Conversion Price in effect immediately prior to such adjustment.


                                    Page 10

<PAGE>



                  (vii) Adjustment Upon Conversion. Notwithstanding the
                        --------------------------
              foregoing provisions of this Section 4.3(a), if the Company issues
              options to purchase Common Stock to employees, consultants or
              directors pursuant to a stock option plan or restricted stock plan
              approved by the Board of Directors, such issuances shall not be
              treated as Additional Stock Issuances; provided, however, that
                                                     -----------------
              upon a conversion of all or portion of this Convertible Note, such
              issuances, unless forfeited or otherwise terminated, will be
              deemed as of the date immediately prior to such conversion to be
              Additional Stock Issuances, regardless whether the right to
              exercise such option is fully vested or has been previously
              exercised.

              (b) Stock Splits and Dividends. In the event the Company should at
                  --------------------------
         any time or from time to time after the Issuance Date fix a record date
         for the effectuation of a split or subdivision of the outstanding
         shares of Common Stock or the determination of holders of Common Stock
         entitled to receive a dividend or other distribution payable in
         additional shares of Common Stock or other securities or rights
         convertible into, or entitling the holder thereof to receive directly
         or indirectly, additional shares of Common Stock (hereinafter referred
         to as "Common Stock Equivalents") without payment of any consideration
                ------------------------
         by such holder for the additional shares of Common Stock or the Common
         Stock Equivalents (including the additional shares of Common Stock
         issuable upon conversion or exercise thereof), then, as of such record
         date (or the date of such dividend distribution, split or subdivision
         if no record date is fixed), the Conversion Price shall be
         appropriately decreased so that the number of shares of Common Stock
         issuable on conversion of this Convertible Note shall be increased in
         proportion to such increase of the aggregate of shares of Common Stock
         outstanding and those issuable with respect to such Common Stock
         Equivalents with the number of shares issuable with respect to Common
         Stock Equivalents determined from time to time as provided in Section
         4.3(c) below.

              (c) Reverse Stock Splits. If the number of shares of Common Stock
                  --------------------
         outstanding at any time after the Issuance Date is decreased by a
         combination of the outstanding shares of Common Stock, then, following
         the record date of such combination, the Conversion Price shall be
         appropriately increased so that the number of shares of Common Stock
         issuable on conversion of this Convertible Note shall be decreased in
         proportion to such decrease in outstanding shares.

         (4.4) Recapitalizations; Merger; Sale Event. If at any time or from
               -------------------------------------
time to time there shall occur (a) a reclassification or redesignation of the
shares of Common Stock or any change of the shares of Common Stock into other
shares, other than as elsewhere expressly provided for in Section 4.3, (b) a
consolidation or merger of the Company with or into another entity, regardless
whether the Company is the surviving entity of such transaction or (c) a Sale
Event, provision shall be made so that the Holders of the Convertible Note shall
thereafter be entitled to receive upon conversion of the Convertible Note the
number of shares of stock or other securities or property of the Company or
otherwise, to which a holder of Common Stock deliverable upon conversion would
have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 4
with respect to the

                                    Page 11

<PAGE>

rights of the Holder of the Convertible Note after the recapitalization to the
end that the provisions of this Section 4 (including adjustment of the
Conversion Price then in effect and the number of shares purchasable upon
conversion of the Convertible Note) shall be applicable after that event and be
as nearly equivalent as practicable.

         4.5. No Impairment. The Company will not, by amendment of its
              -------------
Certificate of Incorporation (except in accordance with applicable law) or
through any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 4 and in
the taking of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the Holder of the Convertible Note against
impairment.

         4.6. Notices of Record Date. In the event of any taking by the Company
              ----------------------
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall mail to
the Holder, at least ten (10) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right.

         4.7. Reservation of Stock Issuable Upon Conversion. 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
the Convertible Note, such number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion of the outstanding principal
or interest due and owing under the Convertible Note; and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect such conversion, in addition to such other remedies as shall be
available to the holder of the Convertible Note, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary
amendment to its Certificate of Incorporation.

5.       EVENTS OF DEFAULT.

         5.1. Events of Default. Any one or more of the following shall be an
"Event of Default" hereunder, if the same shall occur for any reason whatsoever,
whether voluntary or involuntary, by operation of Law, or otherwise:

              (a) The Company shall fail to pay when due (i) any principal
         amount payable under the Convertible Note or any amount due to the
         Holder, or any affiliate thereof, under any other Transaction
         Agreement, (ii) any fees or other amounts payable under this


                                    Page 12

<PAGE>


         Convertible Note and such failure continues unremedied for three (3)
         Business Days, or (iii) any interest due upon the Maturity Date or upon
         the acceleration of the Maturity Date;

              (b) Any representation or warranty made or deemed made by the
         Company (or any of its officers or representatives) in any Transaction
         Agreement or otherwise under or in connection with this Convertible
         Note shall prove to have been incorrect or misleading in any material
         respect when made or deemed made;

              (c) The Company shall fail to perform or observe any term or
         covenant contained in this Convertible Note or in any other Transaction
         Agreement and fails to substantially cure such failure within the cure
         period specified in this Convertible Note or other Transaction Document
         regarding such term or covenant, or if no such period is specified,
         within twenty (20) days after receiving written notice from the Holder
         specifying such failure, except that the period for the Company to cure
         a failure to deliver certificates for shares of Common Stock to the
         Holder upon conversion of this Convertible Note shall be five (5) days
         from the delivery of the Notice of Conversion;

              (d) This Convertible Note, any other Transaction Agreement or
         provision thereof shall, for any reason, not be valid and binding on
         the Company, or not be in full force and effect, or shall be declared
         to be null and void; the validity or enforceability of this Convertible
         Note or any other Transaction Agreement shall be contested by the
         Company; the Company shall deny that it has any or further liability or
         obligation under any of the Transaction Agreements; or any default or
         breach under any provision of any Transaction Agreement shall continue
         after the applicable grace or cure period, if any, specified in such
         Transaction Agreement, or if no such period is specified, within twenty
         (20) days after receiving written notice from the Holder specifying
         such failure, except that the period for the Company to cure a failure
         to deliver certificates for shares of Common Stock upon conversion of
         this Convertible Note shall be five (5) days from the delivery of the
         Notice of Conversion;

              (e) Any of the following shall occur: (i) the Company shall make
         an assignment for the benefit of creditors or be unable to pay its
         debts generally as they become due; (ii) the Company shall petition or
         apply to any Tribunal for the appointment of a trustee, receiver, or
         liquidator of it, or of any substantial part of its assets, or shall
         commence any proceedings relating to the Company under any Debtor
         Relief Laws; (iii) any such petition or application shall be filed, or
         any such proceedings shall be commenced, against the Company, or an
         order, judgment or decree shall be entered appointing any such trustee,
         receiver, or liquidator, or approving the petition in any such
         proceeding, and such petition, application, order, judgment or decree
         is not dismissed within 30 days after such filing or commencement; (iv)
         any final order, judgment, or decree shall be entered in any
         proceedings against the Company decreeing its dissolution; or (v) any
         final order, judgment, or decree shall be entered in any proceedings
         against the Company decreeing its split-up which requires the
         divestiture of a substantial part of its assets;




                                    Page 13

<PAGE>

              (f) The Company shall fail to pay any (A) Debt for Borrowed Money
         or obligations in respect of capital leases, if any (other than Debt
         under the Transaction Agreements) in an aggregate amount of $250,000 or
         more when due (whether by scheduled maturity, required prepayment,
         acceleration, demand, or otherwise) and the maturity of such Debt for
         Borrowed Money has been accelerated or (B) other Debt (other than Debt
         under the Convertible Note and Debt described in clause (A) immediately
         preceding), except to matters being disputed or contested in good
         faith, in an aggregate amount of $1,000,000 or more when due (whether
         by scheduled maturity, required prepayment, acceleration, demand, or
         otherwise), and such failure shall continue after any applicable grace
         or cure period, if any, specified in the agreement or instrument
         relating to such Debt (being the Debt described in either of clauses
         (A) or (B) immediately preceding); the Company shall fail to perform or
         observe any term or covenant contained in any agreement or instrument
         relating to any such Debt, when required to be performed or observed,
         and such failure shall continue after any applicable grace or cure
         period, if any, specified in such agreement or instrument, and can
         result in acceleration of the maturity of such Debt unless waived by
         the lender; or any such Debt shall be declared to be due and payable,
         or required to be prepaid (other than by a regularly scheduled required
         prepayment), prior to the stated maturity thereof;

              (g) The Company shall have any final judgment(s) outstanding
         against it for the payment of $1,000,000 or more, and such judgment(s)
         shall remain unstayed, in effect, and unpaid for the period of time
         after which the judgment holder may and may cause the creation of Liens
         against or seizure of any of its Property; or

              (h) Any Transaction Agreement shall for any reason (other than
         pursuant to the terms thereof) cease to create a valid and perfected
         first priority Lien in the Collateral purported to be covered thereby.

         5.2. Remedies Upon Default. If an Event of Default described in Section
5.1(e) shall occur, the aggregate unpaid principal balance of and accrued
interest on the Convertible Note shall, to the extent permitted by applicable
law, thereupon become due and payable concurrently therewith, without any action
by the Holder, and without diligence, presentment, demand, protest, notice of
protest or intent to accelerate, or notice of any other kind, all of which are
hereby expressly waived. Subject to the foregoing sentence, if any Event of
Default shall occur and be continuing, the Holder may at its election, do any
one or more of the following:

              (a) Declare the entire unpaid principal balance of the Convertible
         Note immediately due and payable, whereupon it shall be due and payable
         without diligence, presentment, demand, protest, notice of protest or
         intent to accelerate, notice of acceleration, or notice of any other
         kind (except notices specifically provided for under Section 5.1), all
         of which are hereby expressly waived (except to the extent waiver of
         the foregoing is not permitted by applicable law);

              (b) Foreclose or otherwise realize upon its security interests in
         the Collateral;



                                    Page 14


<PAGE>

              (c) Reduce any claim of the Holder to judgment; and

              (d) Exercise any rights afforded under any Transaction Agreement,
         by law, including but not limited to the UCC, at equity, or otherwise.

         5.3. Cumulative Rights. All rights available to the Holder under the
Transaction Agreement shall be cumulative of and in addition to all other rights
granted thereto at law or in equity, whether or not amounts owing thereunder
shall be due and payable, and whether or not the Holder shall have instituted
any suit for collection or other action in connection with the Transaction
Agreements.

         5.4. Waivers. The acceptance by the Holder at any time and from time to
time of partial payment of any amount owing under any Transaction Agreement
shall not be deemed to be a waiver of any Default or Event of Default then
existing. No waiver by the Holder of any Default or Event of Default shall be
deemed to be a waiver of any Default or Event of Default other than such Default
or Event of Default. No delay or omission by the Holder in exercising any right
under the Transaction Agreement shall impair such right or be construed as a
waiver thereof or an acquiescence therein, nor shall any single or partial
exercise of any such right preclude other or further exercise thereof, or the
exercise of any other right under the Transaction Agreements or otherwise.

         5.5. Performance by the Holder. Should any covenant of the Company fail
to be performed in accordance with the terms of the Transaction Agreements after
expiration of any applicable grace or cure period, the Holder may, at its
option, perform or attempt to perform such covenant on behalf of the Company.
Notwithstanding the foregoing, it is expressly understood that the Holder does
not assume, and shall not ever have, except by express written consent of the
Holder, any liability or responsibility for the performance of any duties or
covenants of the Company.

         5.6. Expenditures. The Company shall reimburse the Holder for any
reasonable sums spent by it in connection with the exercise of any right
provided herein.

         5.7. Control. None of the covenants or other provisions contained in
this Agreement shall, or shall be deemed to, give the Holder any rights to
exercise control over the affairs and/or management of the Company, the power of
the Holder under this Agreement being limited to the rights to exercise the
remedies provided in this Article; provided, however, that if the Holder becomes
the owner of any stock or other equity interest in any Person, whether through
foreclosure or otherwise, it shall be entitled to exercise such legal rights as
it may have by being an owner of such stock or other equity interest in such
Person.

6.       SUBORDINATION

         6.1. Convertible Note Subordinate to Permitted Senior Indebtedness. The
Holder, by its acceptance hereof, covenants and agrees that, to the extent and
in the manner hereinafter set forth in this Section 6, all payments of the
principal of and interest on this Convertible Note

                                    Page 15

<PAGE>

are hereby expressly made subordinate in right of payment to the prior payment
in full in cash of all Permitted Senior Indebtedness unless, in the case of any
such indebtedness, the instrument or instruments creating or evidencing the same
or pursuant to which the same is outstanding expressly provides that such
indebtedness shall not be senior in right of payment to this Convertible Note.
Notwithstanding the foregoing, "Permitted Senior Indebtedness" shall not include
indebtedness that is expressly subordinate or junior in right of payment to any
other indebtedness, liabilities or obligations of the Company.

         6.2. Payment Over of Proceeds Upon Dissolution, Etc. In the event of
any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relating to the Company or its assets, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or
involuntary, or any assignment for the benefit of creditors or other marshaling
of assets or liabilities of the Company (collectively, a "Reorganization"), all
Permitted Senior Indebtedness must be paid in full in cash before any direct or
indirect payment by or on behalf of the Company of any kind or character may be
made on account of the principal of, or interest on, or the purchase, redemption
or other acquisition of, this Convertible Note.

         6.3. No Payment When Permitted Senior Indebtedness in Default. During
the continuance of any default in the payment of principal or interest on any
Permitted Senior Indebtedness, when the same becomes due, and after receipt by
the Company from representatives of holders of such Permitted Senior
Indebtedness of written notice of such default, no direct or indirect payment by
or on behalf of the Company of any kind or character may be made on account of
the principal of or interest on, or the purchase, redemption or other
acquisition of, this Convertible Note unless and until such default has been
cured or waived or has ceased to exist or such Permitted Senior Indebtedness
shall have been paid in full in cash or indefeasibly discharged, after which the
Company shall promptly resume making any and all required payments in respect of
this Convertible Note, including any missed payments.

         In addition, during the continuation of any other default with respect
to any Permitted Senior Indebtedness that permits, or would permit with the
passage of time or the giving of notice or both, the maturity thereof to be
accelerated (a "Non-payment Default") and upon the earlier to occur of (i)
receipt by the Company from the representatives of holders of such Permitted
Senior Indebtedness of a written notice of such Non-payment Default or (ii) if
such Non-payment Default results from the acceleration of the maturity of this
Convertible Note, the date of such acceleration, no payment of any kind or
character may be made by the Company on account of the principal of or interest
on, or the purchase, redemption, or other acquisition of, this Convertible Note
for the period specified below (the "Payment Blockage Period");

         The Payment Blockage Period shall commence upon the receipt of notice
of a Non-payment Default by the Company from the representatives of holders of
any Permitted Senior Indebtedness or the date of the acceleration referred to in
clause (ii) of the preceding paragraph, as the case may be, and shall end on the
earliest to occur of the following events: (i) 179 days have elapsed since the
receipt of such notice or the date of the acceleration referred to in clause
(ii) of the preceding paragraph (provided the maturity of such Permitted Senior
Indebtedness

                                    Page 16

<PAGE>

shall not theretofore have been accelerated), (ii) such default is cured or
waived or ceases to exist or such Permitted Senior Indebtedness is paid in full
in cash or indefeasibly discharged, or (iii) such Payment Blockage Period shall
have been terminated by written notice to the Company from the representatives
of holders of Permitted Senior Indebtedness initiating such Payment Blockage
Period, after which the Company shall promptly resume making any and all
required payments in respect of this Convertible Note, including any missed
payments. Only one Payment Blockage Period with respect to this Convertible Note
may be commenced within any 360 consecutive day period. No Non-payment Default
with respect to Permitted Senior Indebtedness that existed or was continuing on
the date of the commencement of any Payment Blockage Period with respect to the
Permitted Senior Indebtedness initiating such Payment Blockage period will be,
or can be, made the basis for the commencement of a second Payment Blockage
Period, whether or not within a period of 360 consecutive days, unless such
default has been cured or waived for a period of not less than 90 consecutive
days. In no event will a Payment Blockage period extend beyond 179 days from the
date of the receipt by the Company of the notice or the date of the acceleration
initiating such Payment Blockage Period, and there must be a 181 consecutive day
period in any 360 day period during which no Payment Blockage Period is in
effect.

         6.4. Subrogation to Rights of Holders of Permitted Senior Indebtedness.
Subject to the payment in full in cash of all Permitted Senior Indebtedness, the
Holder shall be subrogated to the extent of the payments or distributions made
to the holders of such Permitted Senior Indebtedness pursuant to the provisions
of this Section 6 to the rights of the holders of such Permitted Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Permitted Senior Indebtedness until the principal
of and interest on this Convertible Note shall be paid in full. For purposes of
such subrogation, no payments or distributions to the holders of the Permitted
Senior Indebtedness of any cash, property or securities to which the Holder
would be entitled except for the provisions of this Section 6, and no payments
over pursuant to the provisions of this Section 6 to the holders of Permitted
Senior Indebtedness by the Holder, shall, as among the Company, its creditors
other than holders of Permitted Senior Indebtedness and the Holder, be deemed to
be a payment or distribution by the Company to or on account of Permitted Senior
Indebtedness.

         6.5. Provisions Solely to Define Relative Rights. The provisions of
this Section 6 are intended solely for the purpose of defining the relative
rights of the Holder on the one hand and the holders of Permitted Senior
Indebtedness on the other hand. Nothing contained in this Section 6 or elsewhere
in this Convertible Note is intended to or shall (a) impair, as among the
Company, its creditors other than holders of Permitted Senior Indebtedness and
the Holder, the obligation of the Company, which is absolute and unconditional,
to pay to the Holder the principal of and interest on this Convertible Note as
and when the same shall become due and payable in accordance with its terms; (b)
affect the relative rights against the Company or the Holder and creditors of
the Company other than the holders of Permitted Senior Indebtedness; or (c)
prevent the Holder from exercising all remedies otherwise permitted by
applicable law upon default under this Convertible Note, subject to the rights,
if any, under this Section 6 of the

                                    Page 17



<PAGE>

holders of Permitted Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Holder.


         6.6. No Waiver of Subordination Provisions. No right of any present or
future holder of any Permitted Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any non-compliance by the Company
with the terms, provisions and covenants of this Convertible Note, regardless of
any knowledge thereof any such holder may have or be otherwise charged with.

         6.7. Priority of Conversion Rights. Notwithstanding any other provision
of this Convertible Note, nothing contained in this Section 6 shall be deemed to
impair the rights of the Holder to exercise Conversion Rights and retain shares
of common stock issued or issuable upon conversion of this Convertible Note,
free of any claim of the holders of the Permitted Senior Indebtedness with
respect thereto under this Section 6 or otherwise. As used herein, "Conversion
Rights" shall mean all rights of the Holder under and pursuant to the provisions
of this Convertible Note and the Securities Purchase Agreement relating to the
conversion, including without limitation all rights of such holders under
Section 4 of this Convertible Note.

         6.8. Reinstatement. The provisions of this Section 6 shall continue to
be effective or be reinstated, and the Permitted Senior Indebtedness shall not
be deemed to be paid in full, as the case may be, if at any time any payment of
any of the Permitted Senior Indebtedness is rescinded or must otherwise be
returned by the holder thereof upon the insolvency, bankruptcy or reorganization
of the Company or otherwise, all as though such payment had not been made.

7.       MISCELLANEOUS.

         7.1. Modification of Convertible Note. This Convertible Note may be
modified with the written consent of the Holder and the Company.

         7.2. Notices. Any notice or communication to the Company shall be duly
given if in writing and delivered in the manner and at the addresses specified
in the Security Agreement.

         7.3. Successors. All agreements of the Company in this Convertible Note
shall bind its successors.

         7.4. Severability. In case any provision in this Convertible Note shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby, and a Holder shall have no claim therefor against any party hereto.

         7.5 Governing Law. This Convertible Note shall be deemed to be a
contract made under the laws of the State of Texas and for all purposes shall be
governed by and construed in accordance with the laws of said State. The parties
hereto, including all guarantors or endorsers, hereby waive presentment, demand,
notice, protest and all other demands and notices in

                                    Page 18

<PAGE>



connection with the delivery, acceptance, performance and enforcement of this
Convertible Note, except as specifically provided herein, and assent to
extensions of the time of payment, or forbearance or other indulgence without
notice. The Company hereby irrevocably waives any and all right to trial by jury
in any legal proceeding arising out of or relating to this Convertible Note.

         7.6. Miscellaneous. This Convertible Note and all of the other
Transaction Agreements are intended to be performed in accordance with, and only
to the extent permitted by, all applicable usury laws. If any provision hereof
or of any of the other Transaction Agreements or the application thereof to any
person or circumstance shall, for any reason and to any extent, be invalid or
unenforceable, neither the application of such provision to any other person or
circumstance nor the remainder of the instrument in which such provision is
contained shall be affected thereby and shall be enforced to the greatest extent
permitted by law. It is expressly stipulated and agreed to be the intent of the
holder hereof to at all times comply with the usury and other applicable laws
now or hereafter governing the interest payable on the indebtedness evidenced by
this Convertible Note or any other Transaction Agreements. If the applicable law
is ever revised, repealed or judicially interpreted so as to render usurious any
amount called for under this Convertible Note or under any of the other
Transaction Agreements, or contracted for, charged, taken, reserved or received
with respect to the indebtedness evidenced by this Convertible Note or under any
other Transaction Agreements, or if the Holder's exercise of the option to
accelerate the maturity of this Convertible Note, or if any prepayment by the
Company results in the Company having paid any interest in excess of that
permitted by law, then it is the express intent of the Company and the Holder
that all excess amounts theretofore collected by the Holder be credited on the
principal balance of this Convertible Note (or, if this Convertible Note and all
other indebtedness arising under or pursuant to the other Transaction Agreements
have been paid in full, refunded to the Company), and the provisions of this
Convertible Note and the other Transaction Agreements immediately be deemed
reformed and the amounts thereafter collectable hereunder and thereunder
reduced, without the necessity of the execution of any new document, so as to
comply with the then applicable law, but so as to permit the recovery of the
fullest amount otherwise called for hereunder or thereunder. All sums paid, or
agreed to be paid, by the Company for the use, forbearance, detention, taking,
charging, receiving or reserving of the indebtedness of the Company to the
Holder under this Convertible Note or arising under or pursuant to the other
Transaction Agreements shall, to the maximum extent permitted by applicable law,
be amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full so that the rate or amount of interest on
account of such indebtedness does not exceed the usury ceiling from time to time
in effect and applicable to such indebtedness for so long as such indebtedness
is outstanding. Additionally, to the maximum extent permitted by applicable law
now or hereafter in effect, the Holder may, at its option and from time to time,
implement any other method of computing the Maximum Rate under the Texas Finance
Code, as supplemented by Texas Credit Title, or under other applicable law, by
giving notice, if required, to the Company as provided by applicable law now or
hereafter in effect. Notwithstanding anything to the contrary contained herein
or in any of the other Transaction Agreements, it is not the intention of the
Holder to accelerate the maturity of any


                                    Page 19

<PAGE>



interest that has not accrued at the time of such acceleration or to collect
unearned interest at the time of such acceleration.

         In no event shall Chapter 346 of the Texas Finance Code (which
regulates certain revolving loan accounts and revolving tri-party accounts)
apply to this Convertible Note. To the extent that Chapter 303 of the Texas
Finance Code, is applicable to this Convertible Note, the "weekly ceiling"
specified in such Chapter 303 is the applicable ceiling; provided that, if any
applicable law permits greater interest, the law permitting the greatest
interest shall apply.

                            [Signature Page Follows]





                                    Page 20


<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:   October 16, 2001.

                                    ProsoftTraining.com

                                    By:
                                         ---------------------------------------
                                    Name:  Jerrell M. Baird

                                    Title: Chief Executive Officer




                                    Page 21

</TEXT>
</DOCUMENT>
