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                                                                    Exhibit 4.22



No.________                                                         $ 30,000.00



                            NAVIS TECHNOLOGIES, LTD.
                                 ONE LAWSON LANE
                              BURLINGTON, VT 05401
                                   MAY 3, 1999

                     1-YEAR 12 PERCENT CONVERTIBLE DEBENTURE
                                 DUE MAY 3, 2000

                 Navis Technologies, Ltd., a Delaware corporation, (the
        "Corporation"), for value received, promises to pay to Lance Mudock or
        assigns, the sum of $30,000.00 on May 3, 2000 (the "due date"), together
        with interest accrued thereon at the rate of 12 percent per annum,
        computed from May 3, 1999 (the "issue date"). Payment of principal and
        interest shall be made in lawful money of the United States of America
        and shall be mailed to the owner or owners hereof at the address
        appearing below, unless the conversion option is exercised as set forth
        below in Paragraph 2.

                 This Debenture is one of a duly authorized issue of the
         Corporation's debentures issued in varying denominations, all of like
         tenor and maturity, except variations necessary to express the number,
         principal amount and payee of each debenture.

                 1. EQUAL RANK. All debentures of this issue rank equally and
         ratably without priority over one another.

                 2. CONVERSION. The holder or holders of this Debenture may
         prior to the maturity hereof (except that, if the Corporation has
         called this Debenture for redemption, the right to convert shall
         terminate at the close of business on the second business day prior to
         the date fixed as the date for such redemption), convert the principal
         amount hereof into common stock of eNote.com Inc., a Delaware
         corporation and the sole shareholder of the Corporation, upon
         registration of such stock by eNote.com Inc. The Conversion shall be at
         the rate of three dollars ($3.00) per share of common stock. To convert
         this Debenture, the holder or holders hereof must surrender the same at
         the office of the Corporation, together with a written instrument of
         transfer in a form satisfactory to the Corporation, properly completed
         and executed and with a written notice of conversion.

                 3. FRACTIONAL SHARES. In lieu of issuing any fraction of a
         share upon the conversion of this Debenture, the Corporation shall pay
         to the holder hereof for any fraction of a share otherwise issuable
         upon the conversion, cash equal to the same fraction of the then
         current per unit market price of the equity.

                 4. REDEMPTION. The Corporation may at any time prepay in whole
         or in part, the principal amount, plus accrued interest to the date of
         prepayment, of all outstanding debentures of this issue.


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                 5. DEFAULT. If any of the following events occur ("Event of
         Default"), the entire unpaid principal amount of, and accrued or unpaid
         interest on, this debenture shall immediately be due and payable, and
         the Corporation shall pay all costs of collection, including, but not
         limited to, reasonable attorneys' fees and expenses incurred by the
         owner(s) or its assigns on account of such collection, whether or not
         suit is brought:

                         a. The Corporation fails to pay the principal of this
         Debenture at its maturity;

                         b. The Corporation commence any voluntary proceeding
         under any bankruptcy, reorganization, arrangement, insolvency,
         readjustment of debt, receivership, dissolution, or liquidation law or
         statute, of any jurisdiction, whether now or subsequently in effect; or
         the Corporation is adjudicated a bankrupt by a court or competent
         jurisdiction; or the Corporation petitions or applies for, acquiesces
         in, or consents to, the appointment of any receiver or trustee of the
         Corporation for all of its property or assets; or the Corporation makes
         an assignment for the benefit of all its creditors; or the Corporation
         admits in writing its inability to pay its debts as they mature; or

                         c. There is commenced against the Corporation any
         proceeding relating to the Corporation under any bankruptcy,
         reorganization, arrangement, insolvency, readjustment of debt,
         receivership, dissolution, or liquidation law or statute, of any
         jurisdiction, whether now or subsequently in effect, and the proceeding
         remains undismissed for a period of 60 days or the Corporation by any
         act indicates its consent, approval of, or acquiescence in, the
         proceeding; or a receiver or trustee in appointed for the Corporation
         or for all or substantially all of its property or assets, and the
         receivership or trusteeship remains undischarged for a period of 60
         days; or a warrant of attachment, execution or similar process is
         issued against any substantial part of the property or assets of the
         Corporation, and the warrant or similar process is not dismissed or
         bonded within 60 days after the levy.

                 5. REGISTERED OWNER. The Corporation shall treat the person or
         persons whose name or names appear on this Debenture as the absolute
         owner or owners hereof for the purpose of receiving payment of, or on
         account of, the principal and interest due on this Debenture and for
         all other purposes, unless and until written notice satisfactory to the
         Corporation is provided by the registered owner of assignment hereof.

                 6. ASSIGNMENT. The owner(s) hereof may assign its rights
         hereunder to any person or entity. No assignment of rights or
         obligations shall be effective until delivery of written notice of such
         assignment is made by the assigning party to the other party hereto.

                 7. RELEASE OF SHAREHOLDERS, OFFICERS AND DIRECTORS. This
         Debenture is the obligation of the Corporation only, and no recourse
         shall be had for the payment of any principal or interest hereon
         against any shareholder, officer or director of the Corporation, either
         directly or through the Corporation, by virtue of any statute for the
         enforcement of any assessment or otherwise. The holder or holders of
         this Debenture, by the acceptance hereof, and as part of the
         consideration for this Debenture, release all claims and waive all
         liabilities against the foregoing persons in connection with this
         Debenture.


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                 IN WITNESS WHEREOF, the Corporation has assigned this Debenture
this 3rd day of May, 1999.

                                                 Navis Technologies, Ltd.

                                                 /s/ JOHN R. VARSAMES
                                                 -----------------------------
                                                 John R. Varsames, President

         REGISTERED OWNER:
         Lance Murdock


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