8.0% SUBORDINATED SECURED CONVERTIBLE NOTE

                                                                     Exhibit 4.1


NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

No. [    ]                                                               $[    ]
Date:  [    ]

                           ONSTREAM MEDIA CORPORATION
               8.0% SUBORDINATED SECURED CONVERTIBLE NOTE DUE ____

      THIS NOTE is one of a series of duly authorized and issued Notes of
Onstream Media Corporation, a Florida corporation (the "Company"), designated as
its 8.0% Subordinated Secured Convertible Notes due 2008, in the aggregate
principal amount of up to 2.5 Million with $1,000,000 over-allotment (the
"Notes"), subject to increase pursuant to the terms of a certain Additional
Investment Right of even date herewith.

      FOR VALUE RECEIVED, the Company promises to pay to the order of [Holder]
or its registered assigns (the "Holder"), the principal sum of [__________]
$(________), on [_____________] (the "Maturity Date"), or such earlier date as
the Notes are required or permitted to be repaid as provided hereunder, and to
pay interest to the Holder on the unconverted and then outstanding principal
amount of this Note in accordance with the provisions hereof. Notwithstanding
the foregoing, the Company hereby unconditionally promises to pay to the order
of the Holder interest on any principal or interest payable hereunder that shall
not be paid in full when due, whether at the time of any stated interest payment
date or maturity or by prepayment, acceleration or declaration or otherwise, for
the period from and including the due date of such payment to but excluding the
date the same is paid in full, at a rate of 18% per annum (but in no event in
excess of the maximum rate permitted under applicable law).

      Interest payable under this Note shall be computed on the basis of a year
of 360 days and actual days elapsed (including the first day but excluding the
last day) occurring in the period for which interest is payable.

<PAGE>

      Payments of principal and interest shall be made in lawful money of the
United States of America to the Holder at its address as provided in Section 14
or by wire transfer to such account specified from time to time by the Holder
hereof for such purpose as provided in Section 14.

      The holder of this Note is entitled to the benefits of the Security
Agreement.

      1. Definitions. In addition to the terms defined elsewhere in this Note,
the following terms have the meanings indicated:

            "Company Prepayment Price" for any Notes which shall be subject to
      prepayment pursuant to Section 8(a), shall equal the sum of: (i) 115% of
      the principal amount of Notes to be prepaid, plus all accrued and unpaid
      interest thereon, and (ii) all other amounts, costs, expenses and
      liquidated damages due in respect of such Notes.

            "Conversion Date" means the date a Conversion Notice is delivered to
      the Company together with the Conversion Schedule pursuant to Section
      6(a).

            "Conversion Notice" means a written notice in the form attached
      hereto as Schedule 1.

            "Conversion Price" means $1.00, subject to adjustment from time to
      time pursuant to Section 12.

            "Equity Conditions" means, with respect to a specified issuance of
      Common Stock, that each of the following conditions is satisfied: (i) the
      number of authorized but unissued and otherwise unreserved shares of
      Common Stock is sufficient for such issuance; (ii) such shares of Common
      Stock are registered for resale by the Holder and may be sold by the
      Holders pursuant to an effective Registration Statement covering the
      Underlying Shares or all such shares may be sold without volume
      restrictions pursuant to Rule 144(k) under the Securities Act; (iii) the
      Common Stock generally is listed or quoted (and is not suspended from
      trading) on an Eligible Market and such shares of Common Stock are
      approved for listing upon issuance; (iv) such issuance would be permitted
      in full without violating Section 6(c) hereof or the rules or regulations
      of any Trading Market; (v) no Bankruptcy Event has occurred; (vi) the
      Company is not in default with respect to any material obligation
      hereunder or under any other Transaction Document; and (vii) no public
      announcement of a pending or proposed Change of Control transaction has
      occurred that has not been consummated.

            "Event Equity Value" means 115% of the average of the Closing Prices
      for the five Trading Days preceding the date of delivery of the notice
      requiring payment of the Event Equity Value, provided that if the Company
      does not make such required payment (together with any other payments,
      expenses and liquidated damages then due and payable under the Transaction
      Documents) when due or, in the event the Company disputes in good faith
      the occurrence of the Triggering Event pursuant to which such notice
      relates, does not instead deposit such required payment (together with
      such other payments, expenses and liquidated damages then due) in escrow
      with an independent third-party escrow agent within five Trading Days of
      the date such required payment is due, then the Event Equity Value shall
      be 115% of the greater of (a) the average of the Closing Prices for the
      five Trading Days preceding the date of delivery of the notice requiring
      payment of the Event Equity Value and (b) the average of the Closing
      Prices for the five Trading Days preceding the date on which such required
      payment (together with such other payments, expenses and liquidated
      damages) is paid in full.


                                       2
<PAGE>

            "Original Issue Date" means the date of the first issuance of any
      Notes, regardless of the number of transfers of any particular Note.

            "Principal Payment Date" means any date on which payment of a
      principal amount of this Note shall be due and payable by the Company in
      accordance with Section 9.

            "Triggering Event" means any of the following events: (a) the Common
      Stock is not listed or quoted, or is suspended from trading, in each case,
      on an Eligible Market for a period of 20 or more Trading Days (which need
      not be consecutive Trading Days); (b) the Company fails for any reason to
      deliver a certificate evidencing any Securities to a Purchaser within five
      Trading Days after delivery of such certificate is required pursuant to
      any Transaction Document or the exercise or conversion rights of the
      Holders pursuant to any Transaction Document are otherwise suspended for
      any reason; (c) the Company fails to have available a sufficient number of
      authorized but unissued and otherwise unreserved shares of Common Stock
      available to issue Underlying Shares upon any exercise of the Note; (d)
      the Company effects or publicly announces its intention to effect any
      exchange, recapitalization or other transaction that effectively requires
      or rewards physical delivery of certificates evidencing the Common Stock;
      (e) the effectiveness of the Registration Statement lapses for any reason
      or the Holder shall not be permitted to resell any Underlying Shares under
      the Registration Statement, in either case, for 30 or more consecutive
      days in any 12 month period or for more than twice any 12 month period;
      (f) the Company fails to make any cash payment required under the
      Transaction Documents and such failure is not cured within five days after
      notice of such default is first given to the Company by a Purchaser; or
      (g) the Company defaults in the timely performance of any other obligation
      under the Transaction Documents and such default continues uncured for a
      period of 20 days after the date on which notice of such default is first
      given to the Company by a Purchaser (it being understood that no prior
      notice need be given in the case of a default that cannot reasonably be
      cured within 20 days).


                                       3
<PAGE>

      2. Principal and Interest.

            (a) The Company shall pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Note at the rate of
8.0% per annum, payable quarterly in arrears, except if such date is not a
Trading Day, in which case such interest shall be payable on the next succeeding
Trading Day (each, an "Interest Payment Date"). The first Interest Payment Date
shall be one hundred eighty (180) days after the final closing of the offering
and quarterly thereafter.

            (b) Subject to the conditions and limitations set forth below, the
Company may pay interest or principal on this Note in (i) cash or (ii) shares of
Common Stock, subject to any limitations upon share issuances, imposed by the
Nasdaq Stock Market. The Company must deliver written notice to the Holder
indicating the manner in which it intends to pay interest and principal at least
15 Trading Days prior to each Interest Payment Date or the Principal Payment
Date, respectively, but the Company may indicate in any such notice that the
election contained therein shall continue for subsequent Interest Payment Dates
or Principal Payment Dates until revised. Failure to timely provide such written
notice shall be deemed an election by the Company to pay the amount of any
interest or principal in cash.

            (c) Notwithstanding the foregoing, the Company may not pay interest
or principal by issuing shares of Common Stock unless all of the Equity
Conditions have been satisfied; provided, however, that prior to the Effective
Date, the Company shall be permitted to pay the first interest payment in shares
of unregistered Common Stock to the extent such shares will be included in the
Registration Statement. If the Company is required to pay interest in cash on
any Interest Payment Date but fails to do so, the Holder may (but shall not be
required to) treat such interest as if it had been added to the principal amount
of this Note as of such Interest Payment Date or accept any number of shares of
Common Stock in lieu of such interest payment.

            (d) In the event that the Company elects to pay interest on any
Interest Payment Date or Principal Payment Date in shares of Common Stock, the
number of shares of Common Stock to be issued to each Holder as such interest or
principal shall be (i) with respect to interest, determined by dividing the
aggregate amount of interest then payable to such Holder by the Market Price (as
defined below) as of the applicable Interest Payment Date, and rounding up to
the nearest whole share, (ii) with respect to principal, determined as set forth
in Section 9(c) hereof, and (iii) paid to such Holder in accordance with Section
2(e) below. The term "Market Price" shall mean 85% of the arithmetic average of
the VWAP for the 20 Trading Days prior to the applicable Interest Payment Date
or Principal Payment Date, as the case may be (not including such date).

            (e) In the event that any interest or principal are paid in Common
Stock, the Company shall on such Interest Payment Date or Principal Payment Date
(i) issue and deliver to such Holder a certificate, registered in the name of
the Holder or its designee, for the number of shares of Common Stock to which
the Holder shall be entitled or (ii) at all times after the Holder has notified
the Company that this clause (ii) shall apply, credit the 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 through its Deposit
Withdrawal Agent Commission System.


                                       4
<PAGE>

      3. Ranking and Covenants.

            (a) Except as set forth in Schedule 3.1(a) or as otherwise permitted
on Schedule 3.1(a) (the "Existing Indebtedness"), no indebtedness of the Company
is senior to this Note in right of payment, whether with respect to interest,
damages or upon liquidation or dissolution or otherwise. Other than the Existing
Indebtedness and any renewal, refinancing or replacement thereof that does not
exceed the aggregate amount of the Existing Indebtedness and the borrowing
availability under the related credit or loan agreements on the date hereof, the
Company will not, and will not permit any Subsidiary to, directly or indirectly,
enter into, create, incur, assume or suffer to exist any indebtedness of any
kind, on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom, that is
senior in any respect to the Company's obligations under the Notes, other than
indebtedness secured by purchase money security interests (which will be senior
only as to the underlying assets covered thereby) and indebtedness under capital
lease obligations (which will be senior only as to the assets covered thereby).

            (b) Except as set forth on Schedule 3(b), so long as any Notes are
outstanding, neither the Company nor any Subsidiary shall, directly or
indirectly, (i) redeem, purchase or otherwise acquire any capital stock or set
aside any monies for such a redemption, purchase or other acquisition or (ii)
issue variable priced equity securities or variable priced equity linked
securities.

            (c) The Company covenants that it will at all times reserve and keep
available out of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Underlying Shares as
required hereunder, the number of Underlying Shares which are then issuable and
deliverable upon the conversion of (and otherwise in respect of) this entire
Note (taking into account the adjustments set forth in Section 12 and
disregarding any limitations set forth in Section 6(b)), free from preemptive
rights or any other contingent purchase rights of Persons other than the Holder.
The Company covenants that all Underlying Shares so issuable and deliverable
shall, upon issuance in accordance with the terms hereof, be duly and validly
authorized and issued and fully paid and nonassessable.

            (d) The Company covenants that it will not redeem, repurchase or
otherwise acquire all or any portion of the Series A-10 Preferred Stock or any
other preferred stock, common stock or other equity equivalent of the Company,
on or prior to the earlier of (i) the Maturity Date hereof or (ii) the date on
which all of the Notes shall have been converted into Common Stock, without the
prior written consent of the holders of 51% of the aggregate principal value of
the then outstanding Notes (the "Majority Holders").


                                       5
<PAGE>

            (e) The Holder acknowledges and agrees that the Debentures shall be
subordinate to the Existing Indebtedness as set forth in a subordination
agreement dated the date hereof.

      4. Registration of Notes. The Company shall register the Notes upon
records to be maintained by the Company for that purpose (the "Note Register")
in the name of each record holder thereof from time to time. The Company may
deem and treat the registered Holder of this Note as the absolute owner hereof
for the purpose of any conversion hereof or any payment of interest or principal
hereon, and for all other purposes, absent actual notice to the contrary.

      5. Registration of Transfers and Exchanges. The Company shall register the
transfer of any portion of this Note in the Note Register upon surrender of this
Note to the Company at its address for notice set forth herein. Upon any such
registration or transfer, a new Note, in substantially the form of this Note
(any such new Note, a "New Note"), evidencing the portion of this Note so
transferred shall be issued to the transferee and a New Note evidencing the
remaining portion of this Note not so transferred, if any, shall be issued to
the transferring Holder. The acceptance of the New Note by the transferee
thereof shall be deemed the acceptance by such transferee of all of the rights
and obligations of a holder of a Note. This Note is exchangeable for an equal
aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same. No service charge or other fee
will be imposed in connection with any such registration of transfer or
exchange.

      6. Conversion.

            (a) At the Option of the Holder. All or any portion of this Note
shall be convertible into shares of Common Stock (subject to the limitations set
forth in Section 6(c)), at the option of the Holder, at any time and from time
to time from and after the Original Issue Date. The number of Underlying Shares
issuable upon any conversion hereunder shall equal the outstanding principal
amount of this Note to be converted, plus the amount of any accrued but unpaid
interest on this Note through the Conversion Date, divided by the Conversion
Price on the Conversion Date. The Holder shall effect conversions under this
Section 6(a) by delivering to the Company a Conversion Notice together with a
schedule in the form of Schedule 2 attached hereto (the "Conversion Schedule").
If the Holder is converting less than all of the principal amount of this Note,
or if a conversion hereunder may not be effected in full due to the application
of Section 6(c), the Company shall honor such conversion to the extent
permissible hereunder and shall promptly deliver to the Holder a Conversion
Schedule indicating the principal amount (and accrued interest) which has not
been converted.

            (b) Automatic Conversion. At any time following the Original Issue
Date, the Company shall have the right to cause an amount (the "Converted
Amount") of this Note then outstanding equal to the lesser of (A) the principal
amount outstanding under this Note and (B) 20% of the product of (x) the total
volume of Common Stock traded on the company's Trading Market for the 30 day
period preceding the Automatic Conversion Date (as defined below), (y) the
arithmetic average of the VWAP for such 30 day period and (z) the quotient of
(I) the outstanding principal amount of this Note on the Automatic Conversion
Date and (II) the outstanding principal amount of all of the Notes issued
pursuant to the Transaction Documents on the Automatic Conversion Date (such
amount being the Holder's "Pro Rata Amount"), to be automatically converted into
fully paid non-assessable shares of Common Stock (such conversion, an "Automatic
Conversion") at the Conversion Price (subject to the limitations set forth in
Sections 6(c)), by delivery of a 10 day advance written notice (the "Automatic
Conversion Notice") to the Holder.


                                       6
<PAGE>

            Notwithstanding anything to the contrary, the Company may not cause
an Automatic Conversion unless each of the following conditions are satisfied:
(A) as of the Automatic Conversion Date (as defined below), no Triggering Event
has occurred (after giving effect to any addition to principal under the Notes);
(B) each of the Equity Conditions are satisfied with respect to all of the
Common Stock issuable on the Automatic Conversion Date; and (C) the Closing
Price of the Common Stock on each of the 20 out of any 30 consecutive days
preceding the Automatic Conversion Notice is greater than $1.50 per share (as
adjusted for stock splits, stock combinations or other similar recapitalization
or event).

            Upon an Automatic Conversion in accordance with the procedures
specified in this Section 6(b), and effective as of the close of business on the
Automatic Conversion Date, the Converted Amount shall be converted into fully
paid and non-assessable shares of Common Stock automatically without the need
for any further action by the Holder. Upon the occurrence of such Automatic
Conversion of the Converted Amount, there shall be (A) issued and delivered to
the Holder a certificate or certificates for the number of shares of Common
Stock into which this the Converted Amount was convertible on the Automatic
Conversion Date or (B) at all times after the Holder has notified the Company
that this clause (ii) shall apply, credited the 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 through its Deposit Withdrawal Agent
Commission System. For purposes of this Section 6(b), the "Automatic Conversion
Date" shall mean the 10th day following the date on which the Automatic
Conversion Notice is either: (x) delivered to the Holder by personal delivery,
or (y) delivered to the Holder by facsimile transmission to the facsimile
telephone number of such Holder appearing on the signature page to the Purchase
Agreement (with confirmation of receipt), or (z) deposited with a recognized
express courier for express delivery, fees prepaid, addressed to such registered
holder at the address of such holder appearing on the signature page to the
Purchase Agreement.

            (c) Certain Conversion Restrictions.

            Relating to the Number of Shares.


                                       7
<PAGE>

                  (A) Subject to Section 6(c)(i)(B), the number of shares of
      Common Stock that may be acquired by a Holder upon any conversion of Notes
      (or otherwise in respect hereof) shall be limited to the extent necessary
      to insure that, following such conversion (or other issuance), the total
      number of shares of Common Stock then beneficially owned by such Holder
      and its Affiliates and any other Persons whose beneficial ownership of
      Common Stock would be aggregated with such Holder's for purposes of
      Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Maximum
      Percentage") of the total number of issued and outstanding shares of
      Common Stock (including for such purpose the shares of Common Stock
      issuable upon such conversion). For such purposes, beneficial ownership
      shall be determined in accordance with Section 13(d) of the Exchange Act
      and the rules and regulations promulgated thereunder. Each delivery of a
      Conversion Notice hereunder will constitute a representation by the
      applicable Holder that it has evaluated the limitations set forth in this
      Section 6(c)(i)(A) and has determined that issuance of the full number of
      Underlying Shares issuable in respect of such Conversion Notice does not
      violate the restrictions contained in this Section 6(c)(i)(A). If at any
      time the limits in this Section 6(c) make this Note inconvertible in whole
      or in part, the Company shall not by reason thereof be relieved of its
      obligation to issue shares of Common Stock at any time or from time to
      time thereafter but prior to the Maturity Date upon conversion of this
      Note as and when shares of Common