

                                                                    Exhibit 10.9


THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY  STATE  SECURITIES  LAWS.  THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR HYPOTHECATED UNTIL (I) A REGISTRATION  STATEMENT UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  (THE "ACT") SHALL HAVE BECOME  EFFECTIVE  WITH RESPECT
THERETO OR (II)  RECEIPT  BY THE  BORROWER  OF AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY  TO THE BORROWER TO THE EFFECT THAT  REGISTRATION  UNDER THE ACT IS
NOT REQUIRED IN CONNECTION  WITH SUCH  PROPOSED  TRANSFER NOR IS IN VIOLATION OF
ANY APPLICABLE STATE SECURITIES LAWS.




                          CONVERTIBLE SUBORDINATED NOTE

$_____                                                 As of February 29, 2004

      FOR VALUE RECEIVED, the undersigned,  Superstock,  Inc., having an address
of  7660  Centurion  Parkway,  Jacksonville,  Florida  32256  (the  "Borrower"),
promises  to pay to the order of  __________  (the  "Lender"),  at the office of
Lender at  ____________________,  or at such other place as Lender may from time
to time designate in writing, without offset or counterclaim,  the principal sum
of __________ Dollars ($_____), in lawful money of the United States of America,
on or before  February 29, 2006 (the  "Maturity  Date"),  together with interest
thereon, as hereinafter set forth (the "Note").

Interest on the principal sum of this Note from time to time  outstanding  shall
accrue from the date hereof,  even though the  Borrower is not  obligated to pay
interest  until nine (9) months  after the date hereof,  as follows:  (i) during
such periods as the outstanding  amount of the Senior Debt (as defined below) is
in excess of one million  dollars  ($1,000,000),  at the rate of twelve  percent
(12.0%)  per annum  during  the first six (6) months  this Note is  outstanding,
thirteen and one half percent  (13.5%) per annum for the next twelve (12) months
this Note is outstanding  and fifteen  percent (15%) per annum for the final six
(6) months this Note is outstanding, (ii) during such periods as the outstanding
amount of the Senior Debt is equal to or below one million dollars ($1,000,000),
at the rate of eleven percent  (11.0%) per annum during the first six (6) months
this Note is outstanding,  twelve and one half percent (12.5%) per annum for the
next twelve (12) months this Note is outstanding and fourteen  percent (14%) per
annum for the final six (6) months this Note is  outstanding,  and (iii)  during
such periods as there is no Senior Debt outstanding,  at the rate of ten percent
(10.0%)  per annum  during  the first six (6) months  this Note is  outstanding,
eleven and one half percent (11.5%) per annum during the next twelve (12) months
this Note is outstanding and thirteen  percent (13%) per annum for the final six
(6) months this Note is  outstanding.  Commencing nine (9) months after the date
hereof, and continuing quarterly thereafter,  prior to maturity or acceleration,
quarterly payments of interest shall be due and payable.

      Notwithstanding  any  contrary  provisions  of  this  Note  or  any  other
instruments  or  agreements  now or  hereafter  evidencing  or  relating  to the
indebtedness  hereunder,  the Borrower  covenants and agrees, and the Lender and

<PAGE>

each holder of this Note, by his acceptance of this Note likewise  covenants and
agrees,  for the benefit of the  holders of all Senior Debt that,  to the extent
and in the manner  hereinafter set forth in this Note the indebtedness  incurred
in  connection  with this Note and the  payment of the  principal  and  interest
thereon,  including without limitation all expenses, fees, indemnities and other
amounts payable  hereunder,  are expressly made subordinate and subject in right
of payment to the prior payment in full of all Senior Debt.  "Senior Debt" means
(i) all obligations  and  liabilities of Borrower to Capital  Crossing Bank (the
"Capital  Crossing  Debt")  and (ii) any other debt of the  Borrower  other than
trade debt,  including  all or a portion of the Capital  Crossing  Debt, up to a
total of two million dollars ($2,000,000).

      Borrower has the  privilege  to prepay,  without  penalty or premium,  the
indebtedness  evidenced  hereby in full or in part upon  twenty  (20) days prior
written  notice to Lender,  so long as the common capital stock of a21, Inc. has
an  average  closing  price for any  consecutive  twenty  (20)  days  (excluding
Saturdays,  Sundays  and days on which the  exchange  on which  such  shares are
traded is closed) in excess of $1.35. Subject to the terms of Exchange Agreement
between the Borrower and the Lender  attached hereto as Exhibit A (the "Exchange
Agreement"),  the Lender has the option to convert the Note into common stock of
a21, Inc.  ("a21"),  par value $0.001 per share ("Common  Stock").  All payments
received by Lender  shall be applied by Lender to the payment due  hereunder  in
such  manner and in such  order as Lender may  determine  in  Lender's  sole and
absolute  discretion.  Payment shall  continue to be due and payable as provided
herein, until this Note is paid in full.

      The terms of this  Note are  subject  to the  provisions  of the  Exchange
Agreement.

1.    Events of Default.

            A. This Note shall become and be due and payable upon written demand
made by the holder hereof if one or more of the following events,  herein called
events of default, shall happen and be continuing:

                  (i)  Default  in the  payment  of  the  principal  or  accrued
interest on the Note when and as the same shall become due and payable,  whether
by acceleration or otherwise;

                  (ii)  Default  in the due  observance  or  performance  of any
material  covenant,  condition  or  agreement  on the part of the Borrower to be
observed  or  performed  pursuant  to the terms  hereof and such  default  shall
continue  uncured for twenty (20) days after written notice thereof,  specifying
such default, shall have been given to the Borrower by the holder of the Note;

                  (iii)  Application  for, or consent to, the  appointment  of a
receiver, trustee or liquidator of the Borrower or of its property;

                  (iv) Admission in writing of the  Borrower's  inability to pay
its debts as they mature;

                  (v)  General  assignment  by the  Borrower  for the benefit of
creditors;

                                       2
<PAGE>

                  (vi)  Filing  by  the  Borrower  of a  voluntary  petition  in
bankruptcy or a petition or an answer seeking reorganization,  or an arrangement
with creditors;

                  (vii) Entering against the Borrower of a court order approving
a petition filed against it under the Federal bankruptcy laws, which order shall
not have been  vacated or set aside or  otherwise  terminated  within sixty (60)
days; or

                  (viii) The sale of substantially all of the Borrower's assets.

            B. The Borrower agrees that notice of the occurrence of any event of
default  will be  promptly  given to the  holder at its  registered  address  by
certified mail.

            C. In case any one or more of the events of default  specified above
shall happen and be  continuing,  the holder of this Note may proceed to protect
and enforce his rights by suit in the  specific  performance  of any covenant or
agreement  contained in this Note or in aid of the exercise of any power granted
in this Note or may  proceed to enforce  the  payment of this Note or to enforce
any other legal or equitable rights as such holder.

            D. In case of an event of  default,  interest  on the Note  shall be
equal to the interest as calculated in the second  paragraph of this Note,  plus
four percent (4%).

2.    Lender Representations.

            A. Lender (i) is an  "accredited  investor," as that term is defined
in Regulation D under the Act; (ii) has such knowledge,  skill and experience in
business  and  financial  matters,  based on  actual  participation,  that it is
capable of evaluating  the merits and risks of an investment in the Borrower and
the  suitability  thereof as an investment  for Lender;  (iii) has received such
documents and  information as it has requested and has had an opportunity to ask
questions of representatives of the Borrower concerning the terms and conditions
of the  investment  proposed  herein,  and such  questions  were answered to the
satisfaction of Lender; and (iv) is in a financial position to hold the Note for
an  indefinite  time  and is able to bear the  economic  risk  and  withstand  a
complete loss of its investment in the Borrower.

            B. Lender is acquiring the Note for  investment  for its own account
and not with a view to,  or for  resale in  connection  with,  any  distribution
thereof.

            C. Lender  understands  that the Note has not been registered  under
applicable state or federal securities laws. Lender  acknowledges that by virtue
of  the  provisions  of  certain  rules   respecting   "restricted   securities"
promulgated by the Securities and Exchange Commission, the Note will be required
to be  held  indefinitely,  unless  and  until  registered  under  the  Act  and
applicable  state  securities laws, or unless an exemption from the registration
requirements of the Act and applicable state securities laws is available.

      The  failure  of  Lender  at any  time to  exercise  any  option  or right
hereunder  shall not  constitute  a waiver of Lender's  right to  exercise  such
option or right at any other time.

                                       3
<PAGE>

      The  obligations  to make  the  payments  provided  for in this  Note  are
absolute  and   unconditional   and  not  subject  to  any   defense,   set-off,
counterclaim,  rescission,  recoupment,  or adjustment whatsoever.  The Borrower
hereby  expressly   waives  demand  and  presentment  for  payment,   notice  of
nonpayment,  notice of dishonor,  protest, notice of protest,  bringing of suit,
and diligence in taking any action to collect any amount  called for  hereunder,
and shall be directly and primarily liable for the payment of all sums owing and
to be owing  hereon,  regardless of and without any notice,  diligence,  act, or
omission with respect to the collection of any amount called for hereunder.

      As used herein,  the term "Lender" shall mean the Lender identified herein
and its successors and assigns and any and all other holders of this Note.

      IF ANY PROVISION OF THIS NOTE IS HELD TO BE INVALID OR  UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION,  THE OTHER PROVISIONS OF THIS NOTE SHALL REMAIN
IN FULL FORCE AND EFFECT.  IF THE PAYMENT OF ANY  INTEREST DUE  HEREUNDER  WOULD
SUBJECT  LENDER TO ANY PENALTY  UNDER  APPLICABLE  LAW,  THEN THE  PAYMENTS  DUE
HEREUNDER  SHALL BE  AUTOMATICALLY  REDUCED TO WHAT THEY WOULD BE AT THE HIGHEST
RATE AUTHORIZED UNDER APPLICABLE LAW.

      This Note shall be governed by, construed, and enforced in accordance with
the laws of The State of New York.

      Any notice  required or permitted to be  delivered  hereunder  shall be in
writing  and shall be deemed to be  delivered  on the  earlier  of: (i) the date
received,  or (ii) the date of delivery,  refusal, or non-delivery  indicated on
the return  receipt if deposited in a United States Postal  Service  depository,
postage prepaid,  sent registered or certified mail,  return receipt  requested,
addressed  to the party to  receive  the same at the  address  of such party set
forth  at the  beginning  of this  Note,  or at  such  other  address  as may be
designated in a notice delivered or mailed as herein provided.

      Executed under seal as of the date first above written.


                                          BORROWER:
                                          SUPERSTOCK, INC.

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:

                                          LENDER:


                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:

                                       4
<PAGE>

                                    GUARANTY
                                    --------

      a21, Inc.  hereby  unconditionally  guarantees the full and prompt payment
when due, whether by acceleration or otherwise, and at all times thereafter,  of
all obligations of the Borrower to the Lender with respect to principal payments
and any and all other amount payable to Lender under this Note, now or hereafter
existing,  or due to become due (all such obligations  hereinafter  collectively
called the "Guaranteed  Obligations").  This Guaranty is a continuing,  absolute
and unconditional  Guaranty,  and will remain in full force and effect until the
Guaranteed Obligations have been indefeasibly paid in full.


                                          a21, INC.
                                          AS GUARANTOR:


                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:


                                       5


