2009 CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, ENABLE HOLDINGS, INC. (“ Maker ” or “Company”), a Delaware corporation whose mailing address is 440 West Thorndale Avenue, Itasca, IL  60143-1335, hereby promises to pay to ______________ (“ Payee ”), a Delaware limited liability company whose mailing address is 667 Madison Avenue, 16 ^th Floor, New York, New York  10065, or order, the principal sum of the aggregate amount of all Principal Advances (as defined in the Interim Loan Agreement, such agreement being defined hereinbelow) made and amounts borrowed under the Interim Loan Agreement dated as of the date set forth above between Maker, certain other lenders named therein and Payee and pursuant to which this promissory note (“ Note ”) is executed (“ Interim Loan Agreement ”) which in no event will exceed _______________, in lawful money of the United States of America for payment of private debts, together with interest (calculated on the basis of the actual number of days elapsed but computed as if each year consisted of 360 days) on the amounts owing on the Interim Loan Agreement accruing monthly at an annual rate equivalent to the U.S. Prime Rate, which is the base rate on corporate loans posted by at least 70% of the 10 largest U.S. banks, as quoted in the Wall Street Journal on the last day of each month or the date of each payment, plus 500 basis points.  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Interim Loan Agreement.

This Note is subject to the following further terms and material provisions.

1.            Series .  This Note is one of a duly authorized issue of notes of the Company designated as its “2009 Convertible Promissory Notes”, limited in aggregate principal amount to ________ (The “Series”).

2.            Payment .  The full amount of principal and accrued but unpaid interest due under the Notes in this Series shall be due and payable on the earlier of:  (a) within 60 days after demand by Payee, if the purchase by the payees of this Series of $5,000,000 of newly authorized preferred stock of Maker (“ Investment ”) is not completed by November 30, 2009 (the “ Investment Date ”); (b) if the Investment is completed on or before the Investment Date, on the Investment Date with proceeds from such Investment; or (c) at the election of Payee, by conversion into Series A Preferred Stock if the Investment is not completed by the Investment Date in accordance with the terms hereof.

3.            Conversion .  Subject to, and in compliance with, the provisions contained herein, the holder of this Note is entitled, at its option, at any time prior to maturity, or in the event this Note or some portion hereof shall have been called for prepayment prior to such date, then, in respect of this Note or such portion hereof, until and including, but not after the close of business within 30 days of the date of notice of prepayment, to convert this Note (or any portion of the principal amount hereof) into fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of Series A Preferred Stock, of the Company (the “Shares”), at the rate of one share for each $0.10 of principal amount of this Note, subject to such adjustment in such conversion price, if any, as may be required by the provisions of this Note, by surrender of this Note, duly endorsed (if so required by the Company) or assigned to the Company or in blank, to the Company at its offices, accompanied by written notice to the Company in the form set forth below that the holder hereof elects to convert this Note or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted.  On conversion, no adjustment for interest is to be made, but if any holder surrenders this Note for conversion between the record date for the payment of an installment of interest and the next interest payment date, the holder of such Note when surrendered for conversion shall be entitled to payment of the interest thereon from the last preceding record date for interest through the date of conversion that the registered holder is entitled to receive on such conversion date.  No fractions of Shares will be issued on conversion, but instead of any fractional interest, the Company will pay cash adjustments as provided herein.

4.            Prepayment .  This Note is subject to prepayment, in whole or in part, at any time upon not less than 30 days’ notice by registered mail at the election of the Company, and shall be prepaid out of the net proceeds of the Investment  Prepayment shall be effected by paying the amount equal to the outstanding principal amount of the Note, plus all interest accrued to the date of prepayment.  During the 30 days following the date of any notice of prepayment, the holder will have the right to convert the outstanding principal amount of the Note, or any portion thereof, to Shares of the Company, on the terms and conditions provided for in paragraph 3 above.  On the date fixed for prepayment, the Note shall cease to bear interest with respect to the amount of principally actually paid.  Upon surrender of any Note for prepayment in accordance with said notice of prepayment by the Company, the amount of principal and interest due shall be paid in cash or certified funds.  Any Note that is prepaid only in part shall be presented for notation thereon by the Company of such partial prepayment.  If less than all the Notes of this Series are to be prepaid, notice of the proposed prepayment shall be sent to the registered holders of all Notes issue in this Series, and such prepayment shall be made pro rata.

5.            Limitations on Right of Conversion .  Following receipt of the written notice of intention to convert the Note, the Company shall take such steps as it deems appropriate to permit conversion of the Note as specified in the notice without registration or qualification under applicable federal and state securities laws; provided , that in no event shall the Company be required to consent to the general service of process or qualify as a foreign corporation in any jurisdiction where the Note holder resides if such jurisdiction is different than such Note holder’s residence when the Note was originally offered and sold.  In order to comply with exemptions from the registration requirements of the Securities Act and certain state securities statutes, the Company may require the holder of this Note to make certain representations and execute and deliver to the Company certain documents as a condition to exercise of the conversion rights hereunder, all in form and substance satisfactory to the Company as determined in its sole discretion.  In the event the Company reasonably determines that the Note cannot be converted in compliance with applicable federal and state securities laws in the absence of registration or qualification under such statutes, the Company shall be under no obligation to permit conversion of the Note and issue any Shares pursuant hereto.  Notwithstanding the foregoing, the Shares issuable on conversion in the event of mandatory prepayment in connection with a public offering by the Company shall be issued and delivered pursuant to a registration statement under the Securities Act.  The Company shall also use its best efforts to qualify such Shares for sale under the applicable state laws in those jurisdictions in which the holder of the Note resides at the time of conversion; if, notwithstanding such efforts to qualify such Shares for sale in such state, the Company is unable to so qualify such Shares for sale in such state, the Shares delivered shall be subject to applicable restrictions on their transfer under the laws of such state or, if no exemption from registration is available, such Notes shall not be convertible.

6.            Satisfaction and Discharge of Note .  This Note shall cease to be of further effect (except as to any surviving rights of conversion, transfer, or exchange of Notes herein expressly provided for) when:

(a)           the Company has paid or caused to be paid all sums payable hereunder by the Company, including all principal amounts and interest accrued under the Note; and

(b)           all the conditions precedent herein provided for relating to the satisfaction and discharge of this Note have been complied with.

7.            Events of Default .  “Event of Default,” when used herein, whatever the reason for such Event of Default and whether it shall be voluntary, involuntary, or effected by operation of law pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body, or be caused by the provisions of any paragraph herein, means any one of the following events:

(a)           default in the payment of any interest on this Note when it becomes due and payable and continuance of such default for a period of 30 days; or

(b)           default in the payment of the principal of any Note in this Series when due, whether at maturity, upon prepayment, or otherwise; or

(c)           default in the performance or breach of any covenant or warranty of the Company in this Note (other than a covenant or warranty, the breach or default in performance of which is elsewhere in this section specifically dealt with), and continuation of such default or breach for a period of 60 days after there has been given to the Company, by registered or certified mail, by the holders of a majority in principal amount of the outstanding Notes in this Series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of default hereunder; or

(d)           the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or composition of or in respect of the Company under the Federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding