6% CONVERTIBLE SUBORDINATED NOTE DUE JULY 7, 2007

Original Issuance: _______, 2005

CDKnet.com, Inc.

6% CONVERTIBLE SUBORDINATED NOTE DUE JULY 7, 2007

THIS NOTE is issued by CDKnet.com, Inc. , a Delaware corporation (the “ Company ” ), and is part of an issue of an aggregate of up to Two Million Four Hundred Thousand Dollars ($2,400,000) principal amount of 6% Convertible Subordinated Notes due July 7, 2007 (the “ Notes ” ).

FOR VALUE RECEIVED, the Company promises to pay to [Holder] , or permitted assigns (the “ Holder ” ), the principal sum of _______ Thousand and 00/100 (US $[___,000]) Dollars] on July 7, 2007 (the “ Maturity Date ” ) and to pay simple interest on the principal sum outstanding at the rate of 6% per annum. Accrual of interest shall commence on the date of initial issuance set forth the above ( “ Original Issuance ” ) and continue daily on the basis of a 360 day year until payment in full of the principal sum has been made or duly provided for. If the Maturity Date is not a business day in the State of New York, then such payment shall be made on the next succeeding business day. Subject to the provisions of Section 4 below, principal and accrued interest on this Note are payable in cash on the Maturity Date, at the address last appearing on the Note Register of the Company as designated in writing by the Holder from time to time. The Company will pay the principal of and any accrued but unpaid interest due upon this Note on the Maturity Date, less any amounts required by law to be deducted, to the registered holder of this Note as of the Maturity Date and addressed to such holder at the last address appearing on the Note register maintained by or on behalf of the Company (the “ Note Register ” ). The forwarding of such check representing immediately available funds shall constitute a payment of principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such check, plus any amounts so deducted. This Note has been executed and delivered pursuant to the   Securities Purchase Agreement between the Company and the original Holder (the “ Purchase Agreement ” ), and is subject to the terms and conditions of the Purchase

Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

This Note is subject to the following additional provisions:

1.   Withholding and Issuance Taxes . The Company shall be entitled to withhold from all payments of principal of, and interest on, this Note any amounts required to be withheld under the applicable provisions of the United States income tax laws or other applicable laws at the time of such payments, and Holder shall execute and deliver all documentation reasonably required in connection therewith. The issuance of certificates for shares of common stock, $0.0001 par value (the “Common Stock”), of the Company upon conversion of this Note shall be made without charge to the Holder for any United States issuance tax in respect thereof, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder of this Note.

2.   Transfer of Note . This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the “ Securities Act ” ), and other applicable state and foreign securities laws. The Holder shall deliver written notice to the Company of any proposed transfer of this Note. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions (at the Company’s expense) that the issuance of the Note in such other name does not and will not cause a violation of the Securities Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

3.   Conversion . The Holder of this Note is entitled, at its option, to convert, at any time during a “ Conversion Period ” and subject to the applicable “ Conversion Minimum ” (each as defined below), the Principal Amount of this Note or any portion thereof, together with accrued and unpaid interest on such Principal Amount, into shares of Common Stock as follows:

(a)   Right to Convert . Subject to the terms, conditions, and restrictions of this Section 3, at any time during a Conversion Period (defined below), the Holder of this Note shall have the right to convert not less than the applicable Conversion Minimum (defined below) all or any portion of the Principal Amount of this Note, together with the accrued and unpaid interest on such Principal Amount so converted, into that number of fully-paid and non-assessable shares of Common Stock (rounded to the nearest whole share in accordance with Subsection 3(e)), at the Conversion Rate (as defined below).

(b)   Conversion Rate and Other Definitions . The number of shares of Common Stock issuable upon conversion of all or any portion of the Principal Amount of this Note pursuant to Subsection (3)(a) shall be determined according to the following formula (the “ Conversion Rate ”):

Conversion Amount

Conversion Price.

“ Closing Bid Price ” or “ Closing Ask Price ” means, for any security as of any date, the last closing bid or ask price, as the case may be, for such security on the Principal Market (as defined below) as reported by Bloomberg L.P. (“ Bloomberg ”), or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid or ask price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid or ask price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid or ask price is reported for such security by Bloomberg, the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid or ask prices of any market makers for such security as reported in the “pink sheets” by the National Quotation Bureau, Inc. If the Closing Bid Price or Closing Ask Price cannot be calculated for such security on such date on any of the foregoing bases, the Closing Bid Price or Closing Ask Price of such security on such date shall be the fair market value as mutually determined by the Company and the holders of a majority of the currently outstanding Principal Amount of all Notes. If the Company and the Holders of the Notes are unable to agree upon the fair market value of the Common Stock, then such dispute shall be resolved pursuant to Subsection 3 (g). (All such determinations are to be appropriately adjusted for any stock dividend, stock split or other similar transaction during such period).

“ Conversion Amount ” means that portion of this Note being converted by such Holder.

“ Conversion Date ” means the date upon which the relevant Conversion Notice shall have been received by the Transfer Agent.

“ Conversion Minimum ” means, with respect to a Conversion Period occasioned by an A Conversion Trigger, 50% of principal amount registered to Holder and 100% during a conversion period occasioned by a B Conversion Trigger.

“ Conversion Period ” means the period of 20 consecutive Trading Days following an A Conversion Trigger or a B Conversion Trigger.

“ Conversion Price ” means, as of any Conversion Date or other date of determination (i) $1.125 during a Conversion Period following the occurrence of an A Conversion Trigger; or (ii) $1.575 during a Conversion Period following a B conversion Trigger; provided, that if a B Conversion Trigger occurs during a conversion Event following the occurrence of a B Conversion Trigger, the Conversion Price shall be the Conversion Price applicable on the day preceding the Conversion Date.

“ Conversion Trigger ” means, a period of five (5) consecutive Trading Days during which the Closing Bid Price exceeds: (i) in the case of an A Conversion Trigger, $1.50; and (ii) in the case of a B Conversion Trigger, $2.50.

“Issuance Date” means the Closing Date as set forth in the Purchase Agreement.

“ Market Price ” means the average of the Closing Bid Prices of the Common Stock on the Principal Market as reported by Bloomberg for the five (5) Trading Days immediately preceding the date of determination.

“ Principal Market ” means the American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market, or the OTC Bulletin Board, or any other quotation medium upon which prices for shares are regularly published, whichever is at the time the principal trading exchange or market for the Common Stock, based upon share volume.

“ Trading Day ” means any day during which the Principal Market shall be open for business.

(c)   Conversion Notice . The Holder of this Note may exercise its conversion right by giving a written conversion notice in the form of Exhibit A hereto (the “ Conversion Notice ”) to the Company’s transfer agent for its Common Stock, as designated by the Company from time to time (the “ Transfer Agent ”), (x) by facsimile or (y) by registered mail or overnight delivery service, with a copy by facsimile to the Company. . Upon receipt of a conversion notice from the Holder, the Company shall make a proper notation on the Note Register as to the remaining outstanding principal amount of the Notes registered in the name of the Holder which shall absent error, be conclusive and binding upon the Holder. Promptly, but in no event more than five (5) Trading Days after the receipt of a Conversion Notice converting the entire unpaid Principal Amount of this Note, the Holder of this Note shall surrender this Note to the Company (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of the Notes).

(d)   Issuance of Certificates; Time Conversion Effected .

(i)   Promptly, but in no event more than seven (7) Trading Days after the receipt of the Conversion Notice referred to in Subsection 3(c), the Transfer Agent shall issue and deliver, or the Company shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which this Note has been converted.   In the alternative, if the Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company. Such conversion shall be deemed to have been effected, and the Conversion Date shall be deemed to have occurred, on the date on which such Conversion Notice shall have been received by the Transfer Agent. The rights of the Holder of this Note shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of

record of the shares represented thereby, on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.

(ii)   If, at any time, (a) the Company challenges, disputes or denies the right of the Holder to effect the conversion of this Note into Common Stock or otherwise dishonors or rejects, or causes the Transfer Agent to dishonor or reject, any Conversion Notice properly delivered in accordance with this Section 3 or (b) any third party who is not and has never been an affiliate of the Holder obtains a judgment or order from any court or public or governmental authority that denies, enjoins, limits, modifies, or delays the right of the Holder in addition to any and all other rights it may have to effect the conversion of this Note into Common Stock, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem this Note in accordance with Section 4. Under any of the circumstances set forth above, the Company shall indemnify the Holder against and hold it harmless from, and be responsible for the payment of, all costs and expenses of the Holder, including its reasonable legal fees and expenses, as and when incurred in disputing any such action or pursuing its rights hereunder (in addition to any other rights of the Holder), unless the Company or third party prevails. The Company shall not refuse to honor, or cause the Transfer Agent to refuse to honor, any Conversion Notice unless the Company or the Transfer Agent, as the case may be, has actually been enjoined by a court of competent jurisdiction from doing so and, if so enjoined, the Company shall post with such court a performance bond equal to 100% of the Conversion Amount of this Note sought to be converted by the Holder that is the subject of such injunction.

(iii)   The Holder of this Note shall be entitled to exercise its conversion privilege notwithstanding the commencement of any case under 11 U.S.C. § 101 et   seq. (the “ Bankruptcy Code ”). The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Holder’s conversion privilege, if the Company becomes a debtor under the Bankruptcy Code. The Company agrees to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362 without cost or expense to the Holder.

(e)   Fractional Shares . The Company shall not, nor shall it cause the Transfer Agent to, issue any fraction of a share of Common Stock upon any conversion. All shares of Common Stock (including fractions thereof) issuable upon conversion of this Note by the Holder shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of Common Stock. If, after such final aggregation, the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall cause the Transfer Agent to issue one whole share of Common Stock in respect of such fraction of a share of Common Stock.

(f)   Adjustment to Conversion Price; Conversion Triggers; Dilution and Other Events . In order to prevent dilution of the rights granted under this Note, the Conversion Price will be subject to adjustment from time to time as provided in this Subsection 3(f).

(i)   Adjustment of Applicable Conversion Prices and Triggers upon Subdivision or Combination of Common Stock . If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the applicable Conversion Prices immediately prior to such subdivision will be thereafter proportionately reduced. If the Company at any time combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the applicable Conversion Price and Triggers immediately prior to such combination will be thereafter proportionately increased.

(ii)   Reorganization, Reclassification, Consolidation, Merger or Sale . Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets to another Person (as defined below) or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “ Organic Change . ” Prior to the consummation of any Organic Change, the Company will make appropriate provision (in form and substance reasonably satisfactory to the Holder) to insure that the Holder will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock otherwise acquirable and receivable upon the conversion of this Note, such shares of stock, securities or assets as would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock that would have been acquirable and receivable had this Note been converted into shares of Common Stock immediately prior to such Organic Change (without taking into account any limitations or restrictions on the timing or amount of conversions). In any such case, the Company will make appropriate provision (in form and substance reasonably satisfactory to the Holder) with respect to the Holder’s rights and interests to insure that the provisions of this Section 3(f) will thereafter be applicable to this Note (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Maximum Conversion Price in accordance with Subsection 3(f)(i) using the value for the Common Stock reflected by the terms of such consolidation, merger or sale, if the value so reflected is less than the Maximum Conversion Price in effect immediately prior to such consolidation, merger or sale). The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance reasonably satisfactory to the holders of a more than fifty percent (50%) of Principal Amount of the Notes then outstanding), the obligation to deliver to each holder of Notes such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire. “ Person ” shall mean an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(g)   Dispute Resolution . In the case of a dispute as to the determination of the Closing Ask Price or Closing Bid Price of any security or the arithmetic calculation of the Conversion Rate, the Company shall, or shall cause the Transfer Agent to, promptly issue to the Holder the number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within one (1) business day

of receipt of the Holder’s Conversion Notice. If the Holder and the Company are unable to agree upon the determination of such Closing Ask Price or Closing Bid Price, as the case may be, or the arithmetic calculation of the Conversion Rate within one (1) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall within one (1) business day following such date of delivery submit via facsimile (A) the disputed determination of the Closing Ask Price or Closing Bid Price, as the case may be, to an independent, reputable investment bank or (B) the disputed arithmetic calculation of the Conversion Rate to its independent certified public accounting firm. The Company shall cause the investment bank or the accounting firm, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment bank’s or accounting firm’s determination or calculation, as the case may be, shall be binding upon all parties absent manifest error.

4.   Redemption; Forced Conversion .

(a)   Redemption at the Option of the Company . At any time after the initial issuance of the Notes, the Company, upon delivery to the holders of the then outstanding Notes of an   “Optional Redemption Notice” in the manner provided in Subsection 4(b), may redeem in whole or in part the Notes (but only with respect to the Amount as to which such holders have not theretofore furnished a Conversion Notice in compliance with Subsection 3(c), at a price (the “Optional Redemption Price”) equal to the sum of (a) 120% of the Principal Amount and (b) the accrued interest thereon; provided at the time the Optional Redemption Notice is given:

(i)   the Company has set aside the full Optional Redemption Price payable and sent the funds to a bank or trust company solely to act as payment agent;

(ii)   the shares of the Company’s Common Stock are listed on a national securities exchange, traded on Nasdaq or quotations found in the Over-the-Counter Bulletin Board;

(iii)   the Closing Bid Price for shares of Common Stock have equaled or exceeded the A Trigger for twenty (20) consecutive Trading Days immediately preceding the date the Optional Redemption Notice is given and such notice is given, not later than the 15 Trading Days after this condition is fulfilled;

(iv)   not less than 20,000 shares of Common Stock have traded on each of the twenty (20) Trading Days immediately preceding the date the Optional Redemption Notice is given;

(v)   the Company is current in its obligation to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has been current in such filings for at least ninety (90) days preceding the date of the Optional Redemption Notice;

(vi)   the shares of Common Stock issuable upon conversion of the Notes pursuant to Section 3(a) are the subject of an effective registration statement under the Securities

Act that would permit the resale of such shares without limitation (other than customary limitations and the Company, by the giving of such Option Redemption Notice shall agree to keep such registration statement current until such time as all of such shares may be resold pursuant to Rule 144 without regard to the volume limitation of such rule, and provided further that in effecting such registration, the Company shall be bound by Section 7.3 of the Purchase Agreement; and

(vii)   the Company is not in breach or default under the note or of any representations, warranties or covenants in the Purchase Agreement.

(b)   Notice of Redemption .

(i)   Notice of redemption pursuant to Subsection 4(a) (the “Optional Redemption Notice”) shall be provided by the Company to the Holder in writing (by overnight courier at the Holder’s last address appearing in the Note Register not less than fifteen (15) nor more than thirty (30) days prior to the date stipulated by the Company for the redemption of the Notes (the “Optional