Exhibit 10.9


                             SHAREHOLDERS' AGREEMENT


        This  Agreement is made as of the 6th day of August,  1999, by and among
James D. Richards, III, and Martine Richards,  individuals residing at 1647 Lake
Road  Charlotte,  Vermont  (referred  to  herein  collectively  as  "Richards"),
eNote.Com,  Inc., a Delaware  corporation  with an executive office at 185 Allen
Brook Lane,  Williston,  Vermont ("eNote"),  (Richards and eNote are hereinafter
collectively   referred  to  as  the   "Shareholders",   or  individually  as  a
"Shareholder"),    and   SolutioNet,   Ltd.,   a   Delaware   corporation   (the
"Corporation").

        WHEREAS,  Richards has sold the 1375 shares in the  Corporation to eNote
(the "Initial  Shares")  pursuant to a stock  purchase  agreement of approximate
even date  herewith,  which sale was made under the letter of intent dated April
13,  1999  between  eNote and  Richard (a copy of which is  attached  hereto and
incorporated herein);

        WHEREAS,   the  Shareholders  and  the  Corporation  believe  it  to  be
reasonable  and  desirable  and in their  interest  to set forth the  agreements
continued herein;

        NOW  THEREFORE,  in  consideration  of the  mutual  covenants  contained
herein,  and  for  other  good  and  valuable   consideration  the  receipt  and
sufficiency of which are hereby acknowledged, it is agreed as follows:

        1. CURRENT STOCK. The Shareholders  hereby acknowledge that they are the
owners of all the issued and outstanding  shares of the  Corporation,  owning in
the  aggregate  all 2500  authorized  and issued  shares of the  Corporation  as
follows:

                                  Number of             Percentage Ownership
Shareholder                       Shares                of Corporation
James D. Richards, III
        And
Martine Richards,
as tenants by the entirety        1125                  45%
ENote.Com, Inc.                   1375                  55%

Total                             2500                  100%


        2.     LIMITATION ON STOCKHOLDINGS.

        A.  The  parties   hereto  agree  that  the  number  of  shares  in  the
Corporation,  and the percentage  ownership of the issued and outstanding shares
of the  Corporation,  shall not change or be altered  without the prior  written
consent of each party. Any transfer or issuance of shares that will result in an
ownership interest different than that set forth above shall be prohibited,  and
to the extent that such a prohibited transfer is consummated, it shall be deemed
void and of no effect.
<PAGE>

      3. PURCHASE OPTION.

      A. eNote Purchase  Option.  For a period of one (1) year after the closing
of  purchase  by eNote of the  Initial  Shares  (as such date is  determined  in
accordance  with the Stock Purchase  Agreement among the parties and referred to
herein as the "Closing Date"),  eNote shall have the right and option to require
Richards to  re-purchase  the Initial Shares for an amount equal to the Purchase
Price of  $250,000  for  such  Initial  Shares,  but only if eNote is named as a
defendant  in any  litigation  arising  from  (1) it  being  a  shareholder  the
Corporation,  and (2) such lawsuit arises from facts and circumstances  relating
to the  Corporation  and  occurring  prior  to the  date of the  closing  of the
purchase of the Initial  Shares.  Payment for  repurchase of the Initial  Shares
shall be in the form of a promissory  note for which said Initial shall serve as
collateral.  If  requested  by eNote,  the  Corporation  shall  grant a security
interest in its  intellectual  property as collateral for such note. The term of
such note shall be as  specified by the maker and shall be for not more than ten
(10) years and bear interest at a fixed interest rate of 7% per annum.

      B.  Richards  Purchase  Option.  For a period of two (2)  years  after the
Closing  Date of the  purchase of the Initial  Shares,  Richards  shall have the
right and option,  in their sole and absolute  discretion,  to  re-purchase  the
Initial  Shares for an amount equal to the  Purchase  Price of $250,000 for such
Initial  Shares if such  option is  exercised  during  the first  year or for an
amount  determined by  independent  appraisal of the value of the Shares if such
option is exercise during the second year, if (i) Richards'  employment by eNote
is terminated for any reason;  (ii) any of the terms of Richards'  employment by
eNote are  changed in any way  detrimental  to  Richards;  (iii)  eNote  becomes
insolvent,  is dissolved or liquidated,  takes any action related to dissolution
or winding up of the eNote,  or enters  proceedings  under any law  relating  to
bankruptcy, insolvency, reorganization or relief from debts; (iv) eNote's market
value  declines  to less  than  $15,000,000;  or (v)  Richards'  level of equity
ownership in eNote (based upon his current level of 250,000 shares to 17,000,000
shares  issued and  outstanding  is diluted by more than thirty  percent  (30%).
Payment for  re-purchase of the Shares shall be in the form of a promissory note
for which the Initial Shares shall serve as  collateral.  If requested by eNote,
the Corporation shall grant a security interest in its intellectual  property as
collateral  for such note.  The term of such note shall be as  specified  by the
maker and shall be for not more than ten (10) years and bear interest at a fixed
interest rate of 7% per annum.

      4. VOTING COVENANTS AND RESTRICTIONS.

      A. Board of  Directors.  Each  Shareholder  covenants and agrees that they
will take all actions  necessary  to vote all shares of Stock which he or it now
owns or may hereafter own (i) to fix the number of directors that constitute the
entire Board of Directors of the  Corporation at three (3), and (ii) to elect as
members of the Board of  Directors  one designee of James D.  Richards  III, one
designee of eNote, and one director  mutually  acceptable to Richards and eNote.
James D. Richards shall remain as the President of the  Corporation  pursuant to
the  Consulting   Agreement  of  approximate  even  date  herewith  between  the
Corporation and James D. Richards, III.

        B. The  Shareholders  and the  Corporation  covenant  and agree that the
Corporation will not, without the prior approval of a majority of the members of
the Board of Directors  (which


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<PAGE>

majority must include the director  designated by James D. Richards  III),  take
any of the following  actions:  (a) change materially the fundamental  nature of
the  business of the  Corporation;  (b) appoint or  terminate a Chief  Executive
Officer or President of the Corporation;  (c) amend, alter, modify or repeal the
Certificate of Incorporation or Bylaws of the Corporation (or recommend the same
to the Shareholders,  as the case may be); (d) issue, sell,  distribute,  grant,
repurchase or redeem any equity  securities;  (e) merge or consolidate  with any
person or entity (or  recommend  the same to the  Shareholders,  as the case may
be); (f)  transfer,  pledge or mortgage,  or grant a security  interest or other
adverse right or encumbrance in all, or substantially  all, of the assets of the
Corporation; (g) sell, lease, exchange or transfer, directly or indirectly, in a
single  transaction  or  series  of  transactions,  any  material  assets of the
Corporation;  (h) pay any dividend or make any distribution of assets in respect
of  any  equity  securities;  (i)  dissolve  or  liquidate  the  Corporation  or
authorize,  permit or seek the liquidation or winding up of the Corporation,  or
the relief or protection form debts of the Corporation under any law relating to
bankruptcy,  insolvency,  reorganization or relief of debtors;  or (j) terminate
the Consulting  Agreement by and between the  Corporation and James D. Richards,
III. Any such action without the approval of the Director  appointed or selected
by James D. Richards, III shall be null and void.

      C. The Corporation  has previously  provided  employee  options to acquire
non-voting  stock in the  Corporation.  No such shares have yet to be issued nor
has the non-voting class yet been established in the Articles of  Incorporation.
It is expected that Chris  Chambers,  currently an employee of the  Corporation,
will  become an  employee  of eNote  upon the sale of the  Initial  Shares  from
Richards to eNote.  This would leave not more than 2% of non-voting stock in the
Corporation to be allocated for employee stock options.  In the event that eNote
acquires  the  remaining  shares  in  the  Corporation  from  Richards,  at  the
Corporation's  sole  discretion,  the  Corporation  shall  repurchase all vested
employee  shares upon receipt of notice that eNote is  exercising  its option to
purchase the remaining shares in the Corporation now held by Richards.

      5. LEGEND ON STOCK CERTIFICATES. Upon the execution of this Agreement, the
certificates of stock subject hereto shall be surrendered to the Corporation and
endorsed as follows:

       "This  Certificate  is  subject  to  the  limitations  set  forth  in the
       Shareholders  Agreement  effective as of August 6th, 1999, among James D.
       Richards III & Martine Richards,  eNote.Com,  Inc. and SolutioNet Ltd., a
       copy of which is on file in the office of the Corporation."

      After  endorsement,  the Certificate shall be returned to the Shareholders
who shall,  subject to the terms of this Agreement,  be entitled to exercise all
rights of ownership of such shares, subject to the terms of this Agreement.  All
shares hereinafter issued to the Shareholders  during the term of this Agreement
shall bear the same endorsement.

      6. TERM.  This Agreement shall terminate upon the occurrence of any of the
following events, otherwise it shall remain in full force and effect:


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<PAGE>

              (a)    The  voluntary  agreement of all parties who are then bound
                     by the terms hereof;

              (b)    The repurchase by Richards of the Initial Shares from eNote
                     pursuant to Section 2 above;

              (c)    The  purchase  by eNote  of all  remaining  shares  held by
                     Richards.

      7.  HEADINGS.  The  headings  in this  Agreement  are for  convenience  of
reference  only  and  shall  not be used to  interpret  the  provisions  of this
Agreement.

      8. BENEFIT. This Agreement shall be binding upon and shall operate for the
benefit of each of the  Shareholders  and the Corporation  and their  respective
executors, administrators, successors and assigns.

      9. CORPORATION.  The Corporation by its execution of this Agreement agrees
that it shall take all actions as may be necessary or desirable so as to further
the purposes and provisions of this Agreement.

      10. SPECIFIC PERFORMANCE. The parties hereto declare that it is impossible
to measure in money the damages  that will accrue to a party hereto by reason of
a failure to perform any of the obligations under this Agreement.  Therefore, if
any  parties  hereto  shall  institute  an action or  proceeding  to enforce the
provisions  hereof,  any person whom such action or proceeding is brought hereby
waives a claim or defense  therein that such party has an adequate remedy at law
and such person shall not urge in any action or proceeding  the claim or defense
that such remedy at law exists.

      11.  AMENDMENTS.  This  Agreement,  including the  percentage  limitations
contained in Paragraph 2 above,  may be only be amended if in writing and signed
by all of the parties hereto.


                           [Signature Page to follow]


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<PAGE>

        In Witness Whereof,  the parties have executed this Agreement under seal
as of the date first written above.


                                                STOCKHOLDERS


-------------------------------                 -------------------------------
Witness                                         James D. Richards, III


-------------------------------                 -------------------------------
Witness                                         Martine Richards


                                                eNote.Com, Inc.



-------------------------------                 By: ____________________________
Witness                                                 duly authorized agent



                                                CORPORATION

                                                SOLUTIONET, LTD.



-------------------------------                 By: ____________________________
Witness                                                 Duly Authorized Agent



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