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                                                                    Exhibit 4.24


THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED IN RELIANCE ON REGULATION S
OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE ACT OR ANY STATE
SECURITIES LAW, AND THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO
REGULATION S, REGISTRATION UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER SAID
ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS. FURTHERMORE, ALL HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT.


A-1                                                                  $500,000.00

                                  ENOTE.COM INC
                              185 ALLEN BROOK LANE
                            WILLISTON, VERMONT 05495
                                 MARCH 13, 2000

              1-YEAR 10 PERCENT SUBORDINATED CONVERTIBLE DEBENTURE
                               DUE MARCH 13, 2001

         eNote.com Inc., a Delaware corporation, (the "Corporation"), for value
received, promises to pay to Seafont Group Holdings Pty. Ltd., an Australian
corporation (the "Holder"), the sum of Five Hundred Thousand U.S. Dollars
($500,000) on March 13, 2001 (the "due date"), together with interest accrued
thereon at the rate of 10 percent per annum, computed from March 13, 2000 (the
"issue date"). Payment of principal and interest shall be made in lawful money
of the United States of America and shall be wire transferred to the owner
hereof at the address appearing below, unless the conversion option is exercised
as set forth below in Section 1. This Debenture is a duly authorized issue of
the Corporation.

         This Note is issued pursuant to a Note Purchase Agreement dated March
13, 2000 (the "Purchase Agreement") by and between the Corporation and the
Holder.

         1. CONVERSION. The holder of this Debenture may at time 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 day fixed as the date for such redemption),
convert the principal amount hereof into shares of the Corporation's Common
Stock. The Conversion ratio shall be $7 of debenture principal per share of
Common Stock. To convert this Debenture, the holder 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. All rights of the holder of
this Debenture shall, to the extent of the principal and interest thereof
converted, cease as of the date of such conversion.


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         2. 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 $7 per unit.

         3. REDEMPTION. The Corporation may at any time prepay in whole or in
         part, without penalty, the principal amount, plus accrued interest to
         the date of prepayment, of all outstanding debentures of this issue.

         4. SUBORDINATION.

                  a.       The Corporation, for itself, its successors and
                           assigns, covenants and agrees, and each holder of
                           this Note by his acceptance thereof likewise
                           covenants and agrees, that the payment of the
                           principal of and interest on each and all of this
                           Note shall be subordinate and subject, to the extent
                           and in the manner hereinafter set forth, in right of
                           payment to the prior payment in full of all Senior
                           Indebtedness.

                  b.       Upon any distribution of assets of the Corporation
                           upon any dissolution, winding up, liquidation, or
                           reorganization of the Corporation, whether in
                           bankruptcy, insolvency, or receivership proceedings
                           or upon an assignment for the benefit of creditors of
                           any other dissolution, winding up, liquidation, or
                           reorganization of the Corporation:

                           (i)      All Senior Indebtedness shall first be paid
                                    in full, or provision made for such payment
                                    in full of the principal thereof, and
                                    premium, if any, and interest thereon,
                                    before any payment is made on account of the
                                    principal of, or interest on, the Notes;

                           (ii)     Any payment or distribution of assets of the
                                    Corporation of any kind or character,
                                    whether in cash, property, or securities
                                    (other than stock of the Corporation as
                                    reorganized or readjusted or securities of
                                    the Corporation or any other corporation
                                    provided for by a plan of reorganization or
                                    readjustment the payment of which is
                                    subordinate, at least to the extent provided
                                    in this Section with respect to the Notes,
                                    to the payment of all Senior Indebtedness at
                                    the time outstanding and to any securities
                                    issued in respect thereof under any such
                                    plan of reorganization or readjustment), to
                                    which the holder of this Note would be
                                    entitled except for the provisions of this
                                    Section shall be paid by the liquidating
                                    trustee or agent or other person making such
                                    payment of distribution, whether a trustee
                                    in bankruptcy, receiver, or liquidating
                                    trustee or other trustee or agent, directly
                                    to the holders of Senior Indebtedness or
                                    their representative or representatives or
                                    the trustee or trustees under any indenture
                                    under which any instruments evidencing any
                                    of such Senior Indebtedness may have been
                                    issued, ratably according to the aggregate
                                    amounts remaining unpaid on account of the
                                    principal of, and premium, if any, and
                                    interest on, the Senior Indebtedness held or
                                    represented by each, to the extent necessary
                                    to make payment in full of all Senior
                                    Indebtedness remaining unpaid, after giving
                                    effect to any concurrent payment or
                                    distribution, or provision therefor, to the
                                    holders of such Senior Indebtedness; and


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<PAGE>

                           (iii)    In the event that, notwithstanding the
                                    foregoing, any payment or distribution of
                                    assets of the Corporation of any kind or
                                    character, whether in cash, property, or
                                    securities (other than stock of the
                                    Corporation as reorganized or readjusted or
                                    securities of the Corporation or any other
                                    corporation provided for by a plan of
                                    reorganization or readjustment the payment
                                    of which is subordinate, at least to the
                                    extent provided in this Section with respect
                                    to the Note, to the payment of all Senior
                                    Indebtedness at the time outstanding and to
                                    any securities issued in respect thereof
                                    under any such plan of reorganization or
                                    readjustment), shall be received by the
                                    holder of this Note before all Senior
                                    Indebtedness is paid in full, or provision
                                    made for its payment, such payment or
                                    distribution shall be paid over to the
                                    holders of Senior Indebtedness remaining
                                    unpaid or unprovided for or their
                                    representative or representatives or to the
                                    trustee or trustees under any indenture
                                    under which any instruments evidencing any
                                    of such Senior Indebtedness may have been
                                    issued, as provided in the foregoing
                                    subparagraph (2), for application to the
                                    payment of such Senior Indebtedness until
                                    all such Senior Indebtedness shall have been
                                    paid in full after giving effect to any
                                    concurrent payment or distribution, or
                                    provision therefor, to the holders of such
                                    Senior Indebtedness.

                  c.       Subject to the payment in full of all Senior
                           Indebtedness, the holder of this Note shall be
                           subrogated to the rights of the holders of Senior
                           Indebtedness to receive payments or distributions of
                           cash, property, or securities of the Corporation
                           applicable to the Senior Indebtedness until the
                           principal of and interest on this Note shall be paid
                           in full, and no such payments or distributions in
                           respect of this Note of cash, property, or securities
                           distributable to the Senior Indebtedness under the
                           provisions here shall, as between the Corporation,
                           its creditors other than the holders of Senior
                           Indebtedness, and the holder of this Notes, be deemed
                           to be a payment by the Corporation to or on account
                           of this Note. It is understood that the provisions of
                           this Section are and are intended solely for the
                           purpose of defining the relative rights of the holder
                           of this Note, on the one hand, and the holders of the
                           Senior Indebtedness on the other hand. Nothing
                           contained in this Section is intended to or shall
                           impair, as between the Corporation, its creditors
                           other than the holders of Senior Indebtedness, and
                           the holder of this Note, the absolute and
                           unconditional obligation of the Corporation to pay
                           the holder of this Note the principal of and interest
                           on this Note as and when the same shall become due
                           and payable in accordance with their terms, or is
                           intended to or shall affect the relative rights of
                           the holder of this Note and creditors of the
                           Corporation other than the holders of the Senior
                           Indebtedness; nor shall anything herein or therein
                           prevent the holder of this Note from exercising all
                           remedies otherwise permitted by applicable law upon
                           default under this Note, subject to the rights, if
                           any, under this Section of the holders of Senior
                           Indebtedness in respect of cash, property or
                           securities of the Corporation received upon the
                           exercise of any such remedy.

                  d.       Upon any distribution of assets of the Corporation
                           referred to in this Section, the holder of this Note
                           shall be entitled to rely upon a certificate of the
                           liquidating trustee or agent or other person making
                           any distribution to such holder for the



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                           purpose of ascertaining the persons entitled to
                           participate in such distribution, the holders of the
                           Senior Indebtedness and other indebtedness of the
                           Corporation, the amount thereof or payable thereon,
                           and all other facts pertinent thereto or to this
                           Section.

                  e.       If there shall have occurred a default in the payment
                           of the principal of (or premium, if any) or interest
                           on any Senior Indebtedness, then, unless and until
                           such default shall have been cured or waived, no
                           payment of principal or interest shall be made by the
                           Corporation on this Note, and no holder of this Note
                           shall be entitled to receive any such payment.
                           Nothing contained in this Section shall, however (1)
                           affect the obligation of Corporation to make or
                           prevent the Corporation from making, at any time,
                           except during the pendency of any dissolution,
                           winding up, liquidation, or reorganization
                           proceedings or except as provided in the first
                           sentence of this subsection, payments of principal of
                           or interest on this Note, or (2) prevent the
                           application by any paying agent of any moneys
                           deposited with it by the Corporation to the payment
                           of or on account of the principal of, or interest on,
                           this Note, if, at the time of such deposit, the
                           paying agent did not have written notice of any event
                           prohibiting the making of such payment or deposit by
                           the Corporation; or (3) be construed as preventing
                           the occurrence of any Event of Default hereunder.

                  f.       No right of any present or future holder of any
                           Senior Indebtedness of the Corporation to enforce
                           subordination as herein provided shall at any time or
                           in any way be prejudiced or impaired by any act or
                           failure to act on the part of the Corporation or by
                           any act or failure to act, in good faith, by any such
                           holder, or by an noncompliance by the Corporation
                           with the terms, provisions, and covenants of this
                           Note, regardless of any knowledge thereof any such
                           holder may have or be otherwise charged with.

                  g.       Any renewal or extension of the time of payment of
                           any Senior Indebtedness or the exercise by the
                           holders of Senior Indebtedness of any of their rights
                           under the Senior Indebtedness, including without
                           limitation the waiver of default thereunder or the
                           release of any security therefor, may be made or done
                           all without notice to or assent from the holder of
                           this Note. No compromise, alteration, amendment,
                           modification, extension, renewal, or other change of,
                           or waiver, consent, or other action in respect of,
                           any liability or obligation under or respect of, or
                           of any of the terms, covenants, or conditions or any
                           indenture or other instrument under which any Senior
                           Indebtedness is outstanding or of such Senior
                           Indebtedness, and no release of property securing any
                           Senior Indebtedness, whether or not such release is
                           in accordance with the provisions of any applicable
                           document, shall in any way alter or affect any of the
                           provisions of this Section.

                  h.       "Senior Indebtedness" for purposes of this Section
                           shall mean all indebtedness (principal and interest)
                           now existing or hereafter incurred of the Corporation
                           for money borrowed from banks or other financial
                           institutions: (i) which is secured by the assets of
                           the Corporation; and (ii) is not by its express terms
                           subordinate and junior to or on parity with this
                           Note.

         5. DEFAULT. If any of the following events occur ("Event of Default"),
the entire unpaid



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principal amount of, and accrued and 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 commences 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 as bankrupt by a
                           court of competent jurisdiction; or the Corporation
                           petitions or applies for, acquiesces in, or consents
                           to, the appointment of any receiver or trustee of the
                           Corporation or for all or substantially all of its
                           property or assets; or the Corporation makes an
                           assignment for the benefit of 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 to, approval of, or acquiescence in the
                           proceeding; or a receiver or trustee is 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.

         6. 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.

         7. ASSIGNMENT. The Corporation 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.

         8. RESTRICTIONS ON TRANSFER. This Note and any shares of the
Corporation's Common Stock received upon conversion of this Note may not be
transferred other than as provided in the Purchase Agreement.

         9. 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


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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.

         10. GOVERNING LAW. This Debenture and all terms and conditions herein
shall be governed by and construed and in accordance with the laws of the State
of Vermont excluding the state's conflict of law provisions.

         IN WITNESS WHEREOF, THE CORPORATION HAS SIGNED THIS DEBENTURE THIS 13TH
DAY OF MARCH, 2000.

                                      ENOTE.COM INC.


                                      BY:  /s/ JOHN R. VARSAMES
                                           -----------------------------------
                                           JOHN R. VARSAMES, PRESIDENT AND CEO



REGISTERED OWNER:
SEAFONT GROUP HOLDINGS PTY. LTD.


BY: /s/ ANDREW KELLEY
    ------------------------------------
    ANDREW KELLEY, CEO




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