EXHIBIT 10.2

                        RELEASE AND SETTLEMENT AGREEMENT
                        --------------------------------


This  Release and  Settlement  Agreement  ("Settlement  Agreement")  is made and
entered  into  effective as of November 1, 1997,  by and between  U.S.  Wireless
Data,  Inc,  (a  Colorado  Company)  2200 Powell  Street,  Emeryville,  CA 94608
(referred to as "Company"),  and entrenet Group,  LLC, 5213 El Mercado  Parkway,
Suite D, Santa Rosa, California 95403 (referred to as "entrenet").


RECITALS
--------

A.       Company and entrenet entered into a Engagement  Agreement dated June 3,
         1997,  whereby  entrenet agreed to perform certain services for Company
         (hereinafter referred to as the "Engagement Agreement").

B.       Disputes  as to the  amounts  due to  entrenet  by  Company  under  the
         Engagement  Agreement as well as disputes  regarding  Convertible Notes
         and warrants for the  acquisition  of stock in Company  pursuant to the
         Engagement have arisen between Company, and entrenet (the "Disputes").

C.       The purpose of this  Settlement  Agreement  is to provide an  agreement
         that will resolve all Disputes between the interested parties.

D.       The parties have  attempted to negotiate a resolution of these Disputes
         which,  if not  resolved,  would  likely have  resulted in  arbitration
         and/or litigation.

E.       The  parties  have now agreed to settle the  Disputes.  The  settlement
         allows the  parties to avoid  substantial  expenditures,  the burden of
         further negotiations,  and the likelihood of arbitration or litigation,
         all on the terms and conditions set forth below.


AGREEMENT
---------

NOW, THEREFORE, in consideration of the payments,  mutual covenants,  warranties
and  representations  set forth  below,  the parties  hereto do hereby  agree to
settle the Disputes among them on the following terms and conditions:

     1.  Acknowledged  Amount Owed. The parties  acknowledge  and agree that the
entire  amount due under the  Engagement  Agreement  from Company to entrenet is
$150,000 in the form of a 10% Convertible Subordinated Note due June 2, 1998 and
$40,000 in the form of 280,000  shares of Common  Stock of the  Company to which
entrenet acquired a binding fully vested and unconditional  contractual right as
of July 25, 1997  (collectively  referred to as the "Debt").  Share certificates
representing  such Common Stock shall be  delivered  to entrenet  (See * below).
Payment of the Debt will  result in full  payment and full  satisfaction  of all
amounts  and   obligations  due  entrenet  from  Company  under  the  Engagement
Agreement.

(*)  as soon as  practicable following  approval of the  proposed  increase in
     Common Stock which will be submitted to  shareholders at the Company's next
     Annual Meeting of Shareholders.
 
                                       1

                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
         2. The Corporation's  Obligation to Register. If the Corporation at any
time proposes to initiate a registration of its securities  under the Securities
Act of 1933, as amended (the "Securities Act") and thereafter to register any of
its securities  under the  Securities  Act (other than a  registration  effected
solely to implement an employee benefit plan, a transaction to which Rule 145 of
the Commission is applicable or any other form or type of  registration in which
Registrable  Securities  cannot  be  included  pursuant  to  Commission  rule or
practice), it will give written notice to entrenet of its intention to do so. If
such  registration  is proposed to be on a form which  permits  inclusion of the
Stock  issued to entrenet  pursuant to this  Settlement  Agreement  or the Stock
underlying  the  conversion  of this Note  issued to  entrenet  pursuant to this
Settlement  Agreement,  upon the written  request from any Holder within 20 days
after  transmittal  by the  Corporation  to  the  Holder  of  such  notice,  the
Corporation will, subject to the limits contained in this Section,  use its best
efforts to cause all such Stock  underlying  the  conversion  of this Note to be
registered  under the  Securities  Act and qualified for sale under any relevant
state blue sky law,  all to the extent  requisite  to permit  such sale or other
disposition  by  Holder of the Stock so  registered.  Notwithstanding  any other
provision  of  this  Section,  if the  underwriter  managing  such  registration
notifies  the Holder in writing  that  market or economic  conditions  limit the
amount of securities which may reasonably be expected to be sold, Holder will at
a minimum be allowed to register  their Stock pro rata based on the ratio of the
total number of shares of Stock to be offered for sale by the Corporation to the
total  shares  outstanding  just  prior to the  offering.  The  Corporation  and
entrenet will enter into a customary  registration  agreement  setting forth the
terms of such registration at the time the Corporation  proposes to register any
shares for entrenet.

         3.  Termination  of  Engagement  Agreement.   Upon  execution  of  this
Settlement  Agreement by all parties,  the Engagement  Agreement shall be deemed
terminated  and  void as of the  effective  date of this  Settlement  Agreement.
Thereafter,  no party shall have any further  obligation or  liability,  whether
accrued or potentially to accrue under the Engagement  Agreement,  including but
not limited to any further  obligation by Company to entrenet or its  affiliates
for (i) the payment of any monies to entrenet under the Engagement  Agreement or
(ii) the issuance of any Company equity.

         4.  Mutual  Release.  Except  for the  provisions  of  this  Settlement
Agreement,  all parties to this  Agreement  on behalf of their  representatives,
agents,  servants,  employees,  heirs,  successors,  administrators,  executors,
attorneys,  co-partners,  co-venturers,  insurers,  stockholders,  predecessors,
officers,  directors,  shareholders  and assigns,  hereby  forever  releases and
discharges   all   other   parties   to  this   Agreement   and  each  of  their
representatives,   agents,  servants,   employees,   officers,   administrators,
executors, co-partners,  co-venturers, directors, shareholders, partners, heirs,
successors,  assigns, insurers,  predecessors, and attorneys of and from any and
all present and future  obligations  (accrued or  unaccrued),  claims,  demands,
actions, causes of actions,  debts,  liabilities,  agreements,  or losses of any
type, whether known or unknown,  suspected or unsuspected,  fixed or contingent,
which have arisen or may hereafter arise out of or are in any way connected with
any of the following:  any claim to monies owed by or equity ownership or rights
to acquire  equity  ownership  in Company,  the  Engagement  Agreement,  and the
Disputes (collectively, the "Released Claims").

         5. No  Disparagement  and  Covenant  Not to Sue.  All  parties  to this
Agreement shall refrain from making any public statements or statements to third
parties  which demean any of the other  parties to this  Agreement or which call
into  question  the  ethics or  competence  of any of the other  parties to this
Agreement.  All parties to this Agreement  covenant and agree never to commence,
voluntarily  aid in any way or prosecute or participate in any way in any action
or proceeding based upon the Released  Claims.  If any such action or proceeding
is commenced, this Release may be pleaded as a full and complete defense thereto
and/or such conduct shall be deemed a breach of this agreement.

                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
         6. Section 1542. All parties to this  Agreement  agree that the waivers
and releases  provided for in this Settlement  Agreement shall be effective as a
full and final  release  of and from all  matters  set forth in this  Settlement
Agreement, and, in furtherance of this intention, each party hereby acknowledges
and  agrees  that it is  familiar  with and has been  advised  by legal  counsel
concerning  the legal  effect of  California  Civil  Code  Section  1542,  which
provides as follows:

         A general  release does not extend to claims that the creditor does not
         know or  suspect  to exist in his favor at the time of  executing  this
         release,  which if known by him,  must  have  materially  affected  his
         settlement to debtor.

         7. Advice of Counsel. All parties to this Agreement being aware of, and
having been advised by legal counsel as to the  significance and legal effect of
Section  1542  of  the  California  Civil  Code,  hereby  expressly  waives  and
relinquishes any and all rights and benefits it may have thereunder or under any
other  statute or common law  principle  of similar  effect with  respect to the
waiver and release provided for in this Settlement Agreement.

         8.  Unknown  Facts.  All  parties  to  this  Agreement  hereby  further
acknowledge  that  they are  aware  that they may  hereafter  discover  facts in
addition  to or  different  from those which they now know or believe to be true
with respect to the subject  matter of this  Release,  but they agree that it is
each party's intention fully,  finally, and forever to settle and release all of
the matters which are the subject of the waiver and release provided for herein,
notwithstanding  the discovery  hereafter of any  additional or different  facts
existing as of the date of this Settlement Agreement.

         9.  Affirmative  Covenants.  Upon  execution  of this  Agreement by all
parties, or in accordance with Paragraph 1, Company shall deliver 280,000 shares
of the  Company's  Common Stock and a note in the amount of $150,000 in the form
attached as Exhibit 1,  collectively  as full payment and  satisfaction  for all
obligations under the Engagement Agreement.  Payment of the 280,000 shares shall
be evidenced by the issuance of an IRS Form W-9 in the amount of $40,000 for the
1997  Calendar  Year.  Upon  payment of the Note in cash or common  stock of the
Company as a result of conversion, the Company will issue an IRS Form W-9 in the
amount of $150,000  plus accrued  interest  for the  Calendar  Year in which the
payment is made.

         10.  Availability of Information.  entrenet hereby acknowledge that the
Company  has made  available  to us the  opportunity  to ask  questions  of, and
receive representations from, management of the Company, concerning the business
and current condition of the Company, and to obtain any additional  information,
to the extent the Company  possesses such  information or can acquire it without
unreasonable  effort  or  expense,  necessary  to  verify  the  accuracy  of the
information provided by the Company.

         11. entrenet  Representations  and Warranties.  entrenet  represent and
warrant to the Company (and  understand that it is relying upon the accuracy and
completeness  of such  representations  and  warranties in  connection  with the
availability  of an  exemption  for  the  offer  and  sale  of the  shares,  the
promissory  note, and the shares  underlying the promissory  note (hereafter the
"Securities"),  from the  registration  requirements  of applicable  federal and
state securities laws) that:

                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
                  a. entrenet  understands  that entrenet must bear the economic
         risk of this  investment  for an  indefinite  period of time;  that the
         Securities have not been  registered  under the Securities Act of 1933,
         as  amended  (the  "1933  Act"),  or any  state  securities  laws  and,
         therefore,  cannot be resold  unless they are  subsequently  registered
         under the 1933 Act and applicable  state  securities  laws or unless an
         exemption from such  registration  is available;  that entrenet may not
         resell  or  otherwise  dispose  of all or any  part of the  Securities,
         except as permitted by law, including,  without limitation, any and all
         applicable  provisions of this Agreement and any regulations  under the
         1933 Act and applicable  state  securities  laws; that the Company will
         restrict  the  transfer  of  the  Securities  in  accordance  with  the
         representations  contained in this paragraph;  that except as otherwise
         provided  herein,  the Company  does not have any present  intention of
         registering  the  Securities  under  the 1933 Act or of  supplying  the
         information  which  may be  necessary  to  enable us to sell any of the
         Securities;  and that Rule 144 under the 1933 Act may not be  available
         as a basis for  exemption  from  registration  of any of the  shares of
         Common Stock  issuable  hereunder or upon  conversion of the promissory
         note.

                  b.  entrenet  agrees  that any  certificate  representing  the
         Securities or any  component  thereof will contain and be endorsed with
         the following, or a substantially equivalent, legend:

                  "The Securities  represented by this Certificate have not been
                  registered  under the Securities Act of 1933 (the "Act"),  and
                  are  "Restricted  Securities"  as that term is defined in Rule
                  144 under the Act. The Securities may not be offered for sale,
                  sold or otherwise  transferred except pursuant to an effective
                  registration  statement  under  the  Act,  or  pursuant  to an
                  exemption from registration under the Act, the availability of
                  which  is  to  be  established  to  the  satisfaction  of  the
                  Company."

                  c. entrenet is the only party in interest with respect to this
         Agreement,  and entrenet is acquiring the Securities for investment for
         our own account for long-term  investment  only, and not with an intent
         to resell,  fractionalize,  divide or re-distribute  all or any part of
         the Securities to any other person.

                  d.  entrenet is  California  Limited  Liability  Company whose
         members are all U.S.  Corporations or individuals  that are at least 21
         years  old and a  citizen  of the  United  States.  entrenet  has  such
         knowledge  and  experience  in  financial  and  business  matters  that
         entrenet  is fully  capable of  evaluating  the merits and risks of the
         prospective investment.

                  e. entrenet  acknowledge that the securities offered involve a
         high degree of risk and that purchase of the Securities  should be only
         by persons who can afford to sustain a total loss of their investment.

                  f.  entrenet has consulted  with our  attorney,  accountant or
         investment adviser with respect to the investment  contemplated  hereby
         and its  suitability  for us to the extent  that  entrenet  have deemed
         necessary.
                                       4

                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
                  g.  entrenet has adequate  means of providing  for our current
         needs  and  personal  contingencies  and has no need for  liquidity  in
         connection with this investment.  entrenet has the financial ability to
         bear the economic risk of this investment.

                  h. entrenet's overall commitment to investments, which are not
         readily marketable,  is not  disproportionate to its net worth, and its
         investment  in the Company  will not cause such overall  commitment  to
         become excessive.

                  i. entrenet has evaluated the risks of investing in securities
         described herein, and has determined that the Securities are a suitable
         investment for it.



         1.      Mutual Warranties and Representations.  Each of the parties 
     hereto represents and warrants that:

                  a.  It has the right and authority to enter into and execute 
         this Settlement Agreement;

                  b.  It  has  not  sold,   assigned,   transferred,   conveyed,
         hypothecated,  encumbered  or  otherwise  disposed of any of its rights
         hereunder;

                  c. It has been represented by independent legal counsel of its
         own choice in  connection  with the  negotiation  and execution of this
         Settlement  Agreement  and has had  adequate  opportunity  to undertake
         whatever due diligence or  investigation  it deemed  necessary to enter
         into this Settlement Agreement; and

                  d. It has not commenced any litigation pending with respect to
         the  facts,  circumstances,  matters  or events  which are the  subject
         matter  hereof  except as expressly  disclosed  herein,  and it has not
         pledged said rights as security for the  performance  of any obligation
         or otherwise encumbered said rights.

         2. No  Admission of  Liability.  Nothing in this  Settlement  Agreement
constitutes  an admission of liability,  responsibility  or the merit or lack of
merit of any claim or defense on the part of entrenet or the Company.

         3.      Miscellaneous.

                  a. Additional Documents. Each of the parties agrees to execute
         and  deliver,  at the request of the other  parties,  any and all other
         documents or other written  instruments as may be reasonably  necessary
         to effectuate this Settlement Agreement.

                  b. Applicable Law. This Settlement Agreement shall be governed
         by and construed in accordance with the laws of the State of California
         applicable to contracts between  California  residents entered into and
         to be performed entirely within the State of California.

                  c. Attorneys' Fees  Costs/Breaches.  In the event either party
         hereto  engages  the  services of an attorney to bring suit to enforce,
         interpret,  or  otherwise  construe  the  whole  or any  part  of  this
         Agreement,  or for  damages  on  account  of  any  breach  of  covenant
         contained  herein,  or to quiet title, or to enforce any other claim or
         cause  of  action  arising  out of the  circumstances  surrounding  the

                                       5
                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
        execution  of  this  Agreement,   the  prevailing  party  in  any  such
         litigation  shall be  entitled  to recover  from the other,  reasonable
         attorneys  fees and  costs  incurred  therein  as part of any  judgment
         awarded by the court in which such litigation is determined.

                  d. Counterparts.  This Settlement Agreement may be executed in
         separate  counterparts,  each of which may be executed by less than all
         of the parties,  each of which shall be enforceable against the parties
         actually executing such  counterparts,  and all of which together shall
         constitute one instrument.

                  e.  Descriptive   Headings.   The  headings  used  herein  are
         descriptive only and for the convenience of identifying provisions, and
         are not determinative of the meaning or effect of any such provisions.

                  f. Entire Agreement. This Settlement Agreement constitutes the
         entire agreement and understanding  between the parties with respect to
         the subject matters herein and therein, and shall supersede and replace
         any prior agreements and  understandings,  whether oral or written,  by
         and among them with respect to such  matters.  The  provisions  of this
         Settlement  Agreement  may be waived,  altered,  amended or repealed in
         whole or in part only upon the  written  consent of all parties to this
         Settlement Agreement.

                  g. Notices. All notices,  requests,  demands,  instructions or
         other  communications  required  or  permitted  to be given  under this
         Settlement Agreement shall be in writing and directed to the parties at
         the address set forth  below.  Such  communications  shall be deemed to
         have been received upon delivery, if delivered personally.  If given by
         prepaid  telegram,  or if mailed  first-class,  postage prepaid,  or if
         mailed by registered or certified mail, return receipt requested,  such
         communications  shall be deemed to have been received  seventy-two (72)
         hours after such  dispatch.  Either party hereto may change the address
         to which  such  communications  are to be  directed  by giving  written
         notice to the other  party  hereto of such  change in the manner  above
         provided.



           IF for Company:                      IF for entrenet:
           ---------------                      ----------------
           U.S. Wireless Data, Inc.            entrenet Group, LLC
           Robert Robichaud                    Timothy F. Jaeger
           Chief Financial Officer             Chief Financial Officer
           2200 Powell Street, Suite 450       5213 El Mercado Parkway, Suite D
           Emeryville, CA 94608.               Santa Rosa, CA  95403


                  h.  Severability.  If for any  reason  any  provision  of this
         Settlement  Agreement shall be determined to be invalid or inoperative,
         the  validity  and effect of the other  provisions  hereof shall not be
         affected thereby, provided that no such severability shall be effective
         if it causes a material detriment to any party.

                  i.  Successors and Assigns.  Subject to any provisions  herein
         with regard to assignment,  all covenants and  agreements  herein shall
         bind and  inure to the  benefit  of the  respective  heirs,  executors,
         administrators, successors and assigns of the parties hereto.

                  j. Survival.  The representations,  warranties,  covenants and
         agreements made herein shall survive the execution and delivery at this
         Settlement Agreement.
                                       6
 
                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------

<PAGE>
                 k.  Construction.  The parties  hereto and their  counsel have
         reviewed this Settlement Agreement and specifically agree that any rule
         of  construction,  to the effect  that  ambiguities  are to be resolved
         against the drafting party,  shall not apply to the  interpretation  of
         this Settlement Agreement.

IN WITNESS WHEREOF,  the parties hereto have executed this Settlement  Agreement
effective as of the date first written above.


                                       7

                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
CAUTION: THIS AGREEMENT CONTAINS A RELEASE.  READ BEFORE SIGNING.
-----------------------------------------------------------------


U.S. Wireless Data, Inc.                entrenet Group, LLC


By: /s/ Evon Kelly                 By: /s/  John Billington
   ------------------                  ----------------------
     Evon Kelly                         John Billington
     Chief Executive Officer            Vice President


Date Executed: 11-26-97           Date Executed: 11-26-97
               --------                          --------

                                       8
 
                                Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>

                                    Exhibit 1
                                    ---------


THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR QUALIFIED UNDER ANY
STATE SECURITIES LAW, AND MAY NOT BE SOLD,  TRANSFERRED ASSIGNED OR HYPOTHECATED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING THIS
NOTE AND/OR SUCH  SECURITIES,  OR THE HOLDER  RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THE NOTE AND/OR SUCH  SECURITIES  SATISFACTORY  TO THE CORPORATION
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION  AND  PROSPECTUS   DELIVERY   REQUIREMENTS  OF  SUCH  ACT  AND  THE
QUALIFICATION REQUIREMENTS UNDER STATE LAW.



                            U.S. WIRELESS DATA, INC.

                        10%, UNSECURED and NONASSIGNABLE,

                    CONVERTIBLE SUBORDINATED PROMISSORY NOTE

                                DUE JUNE 2, 1998



$150,000                                                            June 3, 1997

1)   Obligation.  FOR VALUE  RECEIVED,  U.S.  Wireless  Data,  Inc,  a  Colorado
     corporation (hereinafter called the "Corporation"),  hereby promises to pay
     entrenet Group LLC  (hereinafter  called the "Holder") the principal sum of
     One Hundred Fifty  Thousand  Dollars  ($150,000)  payable in one payment of
     principal  and all  accrued  interest  due on June 2,  1998  (the  "Payment
     Date"),  unless earlier converted  pursuant to the terms of this Debenture.
     Interest  shall accrue on this  Debenture at the rate of ten percent  (10%)
     per annum (based on a 360-day year,  30-day month) until payment in full of
     principal.

2)   Medium of Payment. The principal and interest on this promissory note (this
     "Note") are payable in lawful money of the United  States of America at the
     Holder's  address set forth below,  or at such other  address as the Holder
     hereof may from time to time designate to the Corporation in writing.

3)   Prepayment. The Corporation may not prepay this Note in whole or in part at
     any time prior to due date of this Note.
 
                                        1
                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
4)   Subordination.

         a. Senior  Indebtedness.  The payment of principal and interest on this
     Note  is   subordinated  to  the  prior  payment  in  full  of  all  Senior
     Indebtedness  of the  Corporation,  whether  outstanding  on  this  date or
     thereafter. Senior Indebtedness is defined as the principal of, and premium
     and interest on,  indebtedness  of the Corporation for money borrowed from,
     or the  payment  of  which  has  been  guaranteed  to,  persons,  firms  or
     corporations  which  engage  in  lending  money,  including,   but  without
     limitation,   banks,   trust  and  charitable   trusts,   pension   trusts,
     governmental lenders and other investing organizations,  evidenced by notes
     or similar obligations.

         b.  Accelerated  Maturity.  If this Note is  declared  due and  payable
     before  its  express  maturity  because  of the  occurrence  of an event of
     default as defined in this Note,  the Holder  will be  entitled  to payment
     only  after  there is first  paid in full on the  then  outstanding  Senior
     Indebtedness   all   principal   and  interest  then  due  and  payable  by
     acceleration  or  otherwise,  or after  payment  shall be provided for in a
     manner satisfactory to the holders of such Senior Indebtedness.

         c. No  Reduction  in  Corporation's  Obligations.  No present or future
     holder of Senior  Indebtedness  will be prejudiced by the Holder's right to
     enforce  this  Note  by any  act or  failure  to  act  on the  part  of the
     Corporation. The provisions of this Section 4 are solely for the purpose of
     defining the relative  rights of the holders of Senior  Indebtedness on the
     one hand and the Holder of this Note on the other hand, and nothing in this
     Note  will  impair  as  between  the  Corporation   and  the  Holder,   the
     Corporation's obligation to pay to the Holder the principal and interest in
     accordance  with its terms,  nor will  anything  in this Note  prevent  the
     Holder from exercising all remedies  otherwise  permitted by applicable law
     upon  default  hereunder  subject  only to the rights,  if any,  under this
     Section of holders of Senior  Indebtedness  to receive  cash,  property  or
     securities otherwise payable or deliverable to the Holder.

5)   Conversion.

         a. Timing.  This Note is convertible into fully paid and  nonassessable
     shares of the  Corporation's  Common Stock, at the option of the Holder, at
     any time and from time to time  thereafter  in whole or in part  during the
     term of this Note. The Corporation  agrees to reserve sufficient shares for
     issuance  during the remaining  term of this Note so as to be able to honor
     the  exercise  of the  conversion  privilege,  subject to the  Corporations
     increase  in  Common  Stock  to be  presented  at  the  next  Shareholders'
     Meeting..

         b.  Conversion   Price.   The  Note  shall  be  convertible   into  the
     Corporation's Common Stock at a price of fifty cents ($0.50) per share. The
     Conversion  is payable by the  cancellation  of  principal  and any accrued
     interest on this Note.

          c.  Notice  of  Conversion  and  Rights.  In  order  to  exercise  the
     conversion  privilege  granted to the Holder of this Note,  the Holder will
     surrender this Note to the
                                       2
                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
     Corporation with duly executed Notice of Conversion  specifying the portion
     of the principal  amount and any accrued and unpaid interest of the Note to
     be converted. If the Common Stock into which this Note is convertible is to
     be issued in a name or names other than that of the  Holder,  the Notice of
     Conversion must bear or be accompanied by proper  endorsement or assignment
     of this Note. The Common Stock issued upon the conversion of this Note will
     not be entitled to any dividend  declared upon such stock prior to the date
     of the receipt by the  Corporation of such Notice of  Conversion,  and upon
     such  conversion,  the Holder will not be entitled to any  interest on this
     Note not due and payable at or prior to the date such Notice of  Conversion
     is received by the Corporation.

         d. Surrender and Cancellation of Note. This Note will be deemed to have
     been  surrendered  for conversion and converted at the close of business on
     the date on which it is received by the  Corporation or a designated  agent
     of the Corporation with the duly executed Notice of Conversion, and on such
     receipt,  the Corporation  will promptly issue and deliver to the person or
     persons  entitled  a  certificate  or  certificates  of  its  Common  Stock
     evidencing  the  number  of  shares  into  which  this  Note will have been
     converted,  together  with a new  Note  representing  the  unconverted  and
     unredeemed portion, if any, of the Note so converted. The new Note shall be
     payable to the Holder and dated as of the date to which  interest  has been
     paid on the converted  Note.  Such new Note shall otherwise be identical to
     the converted Note. The Corporation  will then cancel this Note. Only whole
     shares of the Corporation's  Common Stock will be issued on any conversion.
     In the event that  Holder of this Note is  entitled to a faction of a share
     of Common  Stock,  the  Corporation  shall instead pay such holder the cash
     equivalent of that fractional  share,  computed by multiplying the fraction
     by the applicable Conversion Price.

6)   The  Corporation's  Obligation to Register.  If the Corporation at any time
     proposes to initiate a registration of its securities  under the Securities
     Act of 1933, as amended (the  "Securities  Act") and thereafter to register
     any of its  securities  under the Securities Act (other than a registration
     effected  solely to implement an employee  benefit plan, a  transaction  to
     which Rule 145 of the Commission is applicable or any other form or type of
     registration in which Registrable Securities cannot be included pursuant to
     Commission rule or practice), it will give written notice to Holder of this
     Note of its intention to do so. If such registration is proposed to be on a
     form which permits inclusion of the Stock underlying the conversion of this
     Note,  upon the  written  request  from any  Holder  within  20 days  after
     transmittal  by  the  Corporation  to  the  Holder  of  such  notice,   the
     Corporation will, subject to the limits contained in this Section,  use its
     best efforts to cause all such Stock underlying the conversion of this Note
     to be registered  under the Securities Act and qualified for sale under any
     relevant  state blue sky law,  all to the extent  requisite  to permit such
     sale  or  other   disposition   by  Holder  of  the  Stock  so  registered.
     Notwithstanding  any other  provision of this Section,  if the  underwriter
     managing  such  registration  notifies the Holder in writing that market or
     economic  conditions limit the amount of securities which may reasonably be
     expected to be sold,  Holder will at a minimum be allowed to register their
     Stock pro rata based on the ratio of the total number of shares of Stock to
     be offered for sale by the Corporation to the total shares outstanding just

                                       3
                                  Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------

<PAGE>
    prior to the  offering.  The  Corporation  and  entrenet  will enter into a
     customary   registration   agreement   setting  forth  the  terms  of  such
     registration  at the time the  Corporation  proposes to register any shares
     for entrenet.

7)   Default.

         a. Events of Default.  Without  notice,  except as  expressly  provided
     herein, the following will be deemed to be events of default:

                  i.  Covenants.  Failure  on the  part  of the  Corporation  to
              observe or perform any of the  covenants or agreements on the part
              of the Corporation contained in this Note after (A) written notice
              of such failure, requiring the Corporation to remedy the same, has
              been given to the Corporation by the Holder,  and (B) such failure
              has continued without remedy for a period of thirty days; or

                  ii.  Receivership.  The  entry of a decree or order of a court
              having  jurisdiction  in  the  matter  for  the  appointment  of a
              receiver  and  such  decree  or  order  has   continued  in  force
              undischarged  or unstayed for a period of one hundred twenty days;
              or

                  iii.Bankruptcy.  The Corporation  institutes proceedings to be
              adjudged  a  voluntary  bankrupt,  or  consents  to the  filing of
              bankruptcy  proceedings  against it, or files a petition or answer
              or consent seeking  reorganization  under the National  Bankruptcy
              Act or any other  similar or  applicable  federal or state law, or
              consents  to the filing of any such  petition,  or consents to the
              appointment of a receiver,  liquidator,  or trustee in bankruptcy,
              or makes a general  assignment  for the benefit of  creditors,  or
              admits in writing its inability to pay its debts generally as they
              become due; or

                  iv. Attachment.  Any judgment,  writ, or warrant of attachment
              or of any  similar  process in an amount in excess of  $100,000 is
              entered or filed  against  the  Corporation  or against any of its
              property  or assets and  remains  unpaid,  unvacated,  unbonded or
              unstayed for a period of 120 days.

         b. Acceleration of Maturity. If any one or more of the foregoing events
     of default occurs, the Holder, by notice in writing to the Corporation, may
     declare  the  principal  of and all  accrued  interest  on this  Note  then
     outstanding  immediately  due and payable without further notice or demand;
     provided,  however, that at any time after such declaration the same may be
     rescinded  and such event of default may be waived by the Holder by written
     notice to the Corporation.

         c. Payment on Acceleration.  Upon any such acceleration of the maturity
     of this Note,  the  Corporation  will  within 90 days pay to the Holder the
     entire  principal  balance  unpaid  on this  Note,  together  with  accrued
     interest thereon to the date of such payment.

         d.  Failure to Pay.  If the  Corporation  fails to make  payment to the
     Holder as provided in the preceding  Subsection  (Payment on Acceleration),
     the Holder will be entitled and  empowered to take such  measures as may be
     appropriate to enforce the  
                                       4

                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------
<PAGE>
     Corporation's  obligations  under this Note,  by  judicial  proceedings  or
     otherwise.  If suit is  brought  to  enforce  payment  of  this  Note,  the
     Corporation  promises to pay reasonable  attorneys' fees to be fixed by the
     Court.

8)   Anti-dilution. If the Corporation elects to combine or subdivide its Common
     Stock, the ratio used to determine the number of new shares to be issued in
     exchange  for the  existing  shares will be applied to the number of shares
     into which this Note may be  converted  as provided  in this Note,  and the
     conversion price will be appropriately adjusted.

9)   No Assignment. This Note is unsecured, non-transferable and non-assignable.
     Holder may not sell, assign, pledge, hypothecate or otherwise transfer this
     Note

10)  Notices.  Any  communication  or notices may be  delivered or mailed to the
     offices of the  Corporation  at its principal  place of business and to the
     Holder at the Holder's  address set forth below, or to such other addresses
     as the Corporation, or Holder, may designate in writing from time to time.

11)  Applicable  Law. This Note shall be governed by and construed in accordance
     with the laws of the State of California  applicable  to contracts  between
     California  residents entered into and so be performed  entirely within the
     State of California.

Executed as of June 3,1997



By: 
    -------------------
    Evon Kelly
    Chief Executive Officer

                                 Initial:  entrenet /s/ JB     Company /s/ EK
                                                    --------         ----------

The name and address of the registered Holder of this Note is:

entrenet Group LLC
5213 El Mercado Parkway, Suite D
Santa Rosa, California 95403