PROMISSORY NOTE
                              AND PERSONAL GUARANTY

$50,000.00                                                      January 8, 1999

        FOR VALUE  RECEIVED,  the  undersigned  ("Borrower)  promises  to pay to
Robert L. Jones ("Payee"), or order, the principal sum of Fifty Thousand Dollars
($50,000.00),  with no interest  accruing.  The entire principal together with a
financing  fee of Ten  Thousand  Dollars  ($10,000.00)  shall be due and payable
immediately  upon the  receipt  by  Borrower  of any funds  from any  additional
financing  or  contribution  of capital  for  ownership  in Borrower or from any
equity offering in connection  with the technology  being developed by Borrower,
but in any event no later than July 8, 1999.

        If any payment  under this Note is not paid when due and remains  unpaid
after the due date, this Note shall be in default. If suit is brought to collect
this Note, the Noteholder  shall be entitled to collect all reasonable costs and
expenses of suit, including, but not limited to, reasonable attorney's fees.

        Full or  partial  prepayment  may be made but such  shall not reduce the
financing fee which should remain due and payable.

        Borrower  agrees that Payee shall be entitled at any equity  offering by
Borrower prior to the final maturity hereof to convert the amount owed hereunder
(including the financing fee) into equity of the entity ultimately formed by the
Borrower  or any of  Borrower's  owners  for the  purpose of  manufacturing  and
distributing  the TV e-mail  technology.  The conversion ratio shall be $1.00 of
the  outstanding  balance  hereof  for $1.00 of the  equity as the then  current
offering price.  Payee shall exercise this right within ten (10) days of written
notice from Borrower of the pendency of such equity offering  provided that such
notice shall include the same information provided to any other investors in the
equity offering.

        Presentment,  notice of dishonor,  and protest are hereby  waived by all
makers, sureties, guarantors and endorsers hereof.

        Any  notice to  Borrower  provided  for in this  Note  shall be given by
mailing such notice by certified  mail  addressed to Borrower at such address as
Borrower  may  designate  to  Noteholder.  Any notice to the  Noteholder  at the
address above referred,  or at such other address as may have been designated by
notice to Borrower.

IN PRESENCE OF:                               NAVIS TECHNOLOGIES, LTD.


       /s/                                    By: /s/ John R. Varsames
--------------------                             ---------------------------
                                                 John R. Varsames, President

<PAGE>

       The  undersigned,  John R.  Varsames,  hereby  guarantees the payment and
performance by Navis Technologies, Ltd. of its obligations under this Promissory
Note.


                                              /s/ John R. Varsames
                                              -----------------------------
                                              John R. Varsames


STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

        At Burlington,  in said County and State this 8th day of January,  1999,
personally  appeared John R. Varsames,  and he acknowledged this instrument,  by
him sealed and  subscribed to be his free act and deed and the free act and deed
of Navis Technologies, Ltd.

                                    Before me, /s/
                                               ----------------------
                                                Notary Public

                                    My Commission Expires:  February 10, 1999


STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

At  Burlington,  in  said  County  and  State  this  8th day of  January,  1999,
personally  appeared John R. Varsames,  and he acknowledged this instrument,  by
him sealed and subscribed to be his free act and deed.

                                    Before me, /s/
                                               ----------------------
                                                Notary Public

                                    My Commission Expires:  February 10, 1999


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