EXHIBIT 10.4

                    PROMISSORY NOTE DATED DECEMBER 25, 2001






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                                 PROMISSORY NOTE



$195,000.00                                           Scottsdale, Arizona
                                                      December 25, 2001


                FOR VALUE RECEIVED, CROSSNET COMMUNICATIONS, INC., a Colorado
corporation (the "Maker"), promises to pay, to Mark Moldenhauer (the "Holder"),
an individual, the sum of ONE HUNDRED AND NINETY FIVE THOUSAND and no/hundreds
DOLLARS ($195,000.00). Interest shall be charged on the principal balance of
this loan at a rate of twelve percent (12%) per annum. Interest payments shall
be made on the 24th day of each month for the term of this Note. The principal
balance of this Note shall be due on July 24, 2002.

Payments shall be made to Mark Moldenhauer, 14500 N. Northsight Blvd. Suite 213,
Scottsdale, AZ 85260.

                Time is of the essence hereof. In the event of any default in
the payment of any amount due hereunder, the unpaid principal sum of this
Promissory Note and accrued interest remaining unpaid may at any time
thereafter, at the holder's option and without further notice or demand, be
declared and become due and payable forthwith, and Maker shall pay any and all
costs, expenses, and fees, including reasonable attorneys' fees, incurred in
collecting or enforcing payment hereunder. Default interest on the sums due
hereunder, including such attorneys' fees, shall accrue at the rate of eighteen
percent (18%) per annum.

                At no time shall Maker be obligated or required to pay interest
on the principal balance of this Note at a rate which would subject the holder
hereof to either civil or criminal liability as a result of being in excess of
the maximum rate which Maker is permitted by law to contract or agree to pay. If
by the terms of this Note Maker is at any time required or obligated to pay
interest on the principal balance of this Note at a rate in excess of such
maximum rate, the rate of interest under this Note shall be deemed to be reduced
immediately to such maximum rate for so long as (and only for so long as) the
rate hereunder is in excess of such maximum rate, and interest paid hereunder in
excess of such maximum rate shall be applied to and shall be deemed to have been
payment in reduction of the principal balance of this Note or, if the principal
balance shall have been paid, shall be refunded to Maker.

                This Note can be prepaid at any time with 30 days prior notice
provided to Holder.

                This Note is convertible, at the Holders sole option, into the
common stock of Maker at the lesser of either; 1) the bid price of Makers common
stock (symbol CRNC) as of December 24, 2001 which is $0.06, or; 2) the ten
previous days average bid price of the Makers common stock as of the date of
conversion as given in writing by Holder. In the event Maker wishes to prepay
this Note, Holder shall have a 30 day right to convert prior to such


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prepayment. In the event of conversion, Holder shall save demand registration
rights with all costs to be born by Maker.

                  Maker hereby acknowledges that the loan for which payment is
promised hereby has been made and will be used only for business or commercial
purposes other than agricultural purposes and hereby covenants that the proceeds
hereof will be used only for such purposes.

                  This Note may be modified or amended only by an agreement in
writing signed by the party against whom enforcement of such modification or
amendment is sought. Maker (and the undersigned representative of Maker, if this
Note is executed by a representative) represents that Maker has full power,
authority, and legal right to execute and deliver this Note and the debt
hereunder constitutes a valid and binding obligation of Maker. The laws of the
State of Arizona govern the interpretation and enforcement of this Note.

                  IN WITNESS WHEREOF, Maker has executed the foregoing
Promissory Note as of the date and year first written above.



CROSSNET COMMUNICATIONS, INC., Maker,
A Colorado corporation


By  /s/ Mark Moldenhauer
  ------------------------------------------
Mark Moldenhauer, its President



ACCEPTED BY

/s/ Mark Moldenhauer
--------------------------------------------
MARK MOLDENHAUER,
an Individual