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                                                         Exhibit 10.11


                                 PROMISSORY NOTE

$1,052,632.00                                          December 20, 1999

      FOR VALUE RECEIVED, the undersigned, KENT A. DOLBY (the "Maker"),
absolutely and unconditionally promises to pay to PAPEREXCHANGE.COM, LLC, a
Delaware limited liability company (the "Company"), at 545 Boylston Street,
Boston, Massachusetts 02108, or at such other place as the Company may from time
to time designate in writing, in lawful money of the United States of America
and in immediately available funds, the principal sum of ONE MILLION FIFTY-TWO
THOUSAND SIX HUNDRED THIRTY-TWO DOLLARS AND NO CENTS ($1,052,632.00) in the
amounts and at the times set forth below. Interest shall accrue on the
outstanding principal amount hereof from the date hereof through and including
the date on which such principal amount is paid in full, computed on the basis
of a year of 365 or 366 days, as the case may be, at a rate per annum of 6.2%,
compounded annually, and shall be due and payable in full on the final maturity
hereof. Capitalized terms used herein which are not otherwise defined herein
shall have the meanings ascribed to such terms in the Interest Purchase
Agreement dated as of December 20, 1999, between the Company and the Maker (as
amended from time to time, the "Purchase Agreement"). This is the "Note" issued
pursuant to the Purchase Agreement.

      The principal of and accrued interest on this Note, if not earlier paid in
full, shall be due and payable in full on December 20, 2003 (the "Maturity
Date").

      The Maker may prepay this Note, in whole or in part, at any time or times
prior to the Maturity Date without penalty or premium.

      Any overdue payment of principal and, to the extent permitted by
applicable law, overdue interest, shall bear interest until such overdue
principal or interest is paid, computed on the basis of a year of 365 or 366
days, as the case may be, and paid for the actual number of days elapsed, at a
rate per annum of 10%.

      In order to secure the due and punctual payment and performance of his
obligations hereunder, the Maker hereby pledges, assigns and grants a continuing
security interest in and lien on the Interests, and all income therefrom,
increases therein and proceeds thereof, to be held by the Company subject to the
terms and conditions hereinafter set forth. Upon repayment of this Note in full
in cash, all of the Company's security interest and lien granted hereunder shall
immediately terminate and the Company shall promptly provide a written release
to Maker.

      In the event that the Maker shall, by dividend, if applicable,
distribution of capital or recapitalization of the Company upon or in respect of
the Interests,

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                                      -2-


acquire any additional interests or other ownership units of the Company or any
securities exchangeable for or convertible into such interests or other
ownership units (collectively, "Other Securities"), the Maker shall forthwith
deliver to and pledge such Other Securities to the Company under this Note,
accompanied by appropriate instruments of assignment thereof duly executed in
blank by the Maker. For purposes of this Note the term "Interests" shall include
the Interests under (and as defined in) the Purchase Agreement, and any Other
Securities. The Maker shall not sell, assign or otherwise transfer any of his
right, title or interest in or to any of the Interests except for the pledge of
the Interests to the Company pursuant hereto. Notwithstanding any term contained
herein to the contrary, the disposition of the Interests arising solely as a
result of (i) a transfer of Interests permitted under the Operating Agreement
(as such term is defined in the Purchase Agreement), or (ii) the Reorganization
(as such term is defined in the Purchase Agreement), shall not constitute a
violation of the Maker's covenant contained in the immediately preceding
sentence so long as the Maker takes all actions that the Company reasonably
requests in order for the Company to maintain its first priority perfected
security interest in the Interests (including any Interests to be transferred)
until the payment in full in cash of this Note.

      If applicable, the Maker shall be entitled to receive all cash dividends
or other cash distributions paid in respect of the Interests and to vote the
Interests and to give consents, waivers and ratifications in respect of the
Interests unless and until (a) the Maker shall fail to pay any installment of
principal or interest due hereunder and such failure is not remedied within five
days following the date on which the Company delivers notice of such default to
the Maker, or (b) any transfer by the Maker of the Interests except as expressly
permitted under this Note, (c) a voluntary proceeding is filed by the Maker or
an involuntary proceeding is filed against the Maker (which such involuntary
proceeding is not dismissed within 60 days after filing) seeking liquidation,
reorganization or an arrangement with the Maker's creditors under any provision
of the United States Bankruptcy Code as then in effect or any state insolvency
laws, or (d) the Company shall cease to have a first priority perfected security
interest in the Interests other than as a result of the Company's own act or
omission (each of (a), (b), (c) and (d) above being referred to herein as an
"Event of Default"). Except as set forth in the immediately preceding sentence,
all sums or other property paid or distributed upon or with respect to the
Interests shall be paid over and delivered to the Company to be held as further
security for the due and punctual payment and performance of the Maker's
obligations hereunder. In the event that, notwithstanding the immediately
preceding sentence, any such sums or other property are received by the Maker,
such sums or property shall be held in trust for the Company and promptly paid
over and delivered to the Company.

      Upon the occurrence and during the continuance of any Event of Default,
the Company shall have the following rights and remedies (to the extent
permitted by applicable law) in addition to the rights and remedies of a secured
party under

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                                      -3-


the Uniform Commercial Code of the Commonwealth of Massachusetts, all such
rights and remedies being cumulative, not exclusive, and enforceable
alternatively, successively or concurrently:

            (a) If the Company so elects and gives written notice of such
      election to the Maker, the Company may vote any or all of the Interests,
      if applicable, possessing voting rights (whether or not the same shall
      have been transferred into its name or the name of its nominee or
      nominees) and give all consents, waivers and ratifications in respect of
      the Interests and otherwise act with respect thereto as though it were the
      outright owner thereof, the Maker hereby irrevocably constituting and
      appointing the Company the proxy and attorney-in-fact of the Maker, with
      full power of substitution, to do so;

            (b) The Company may demand, sue for, collect or make any compromise
      or settlement in respect of any Interests held by it hereunder that it
      deems suitable;

            (c) The Company may sell, resell, assign and deliver, or otherwise
      dispose of any or all of the Interests, for cash and/or credit and upon
      such terms at such place or places and at such time or times and to such
      persons, firms, companies or corporations as the Company shall approve,
      all without demand for performance by the Maker or advertisement or any
      further notice whatsoever except such as may be required by law; and

            (d) The Company may at any time, at its option, cause all or any
      part of the Interests held by it to be transferred into its name or the
      name of its nominee or nominees, receive any income thereon and hold such
      income as additional collateral or apply it to the obligations hereunder.

Notwithstanding anything herein to the contrary, upon the occurrence of any
Event of Default all of the unpaid principal and interest hereunder shall be
immediately due and payable automatically and without any requirement of any
notice from or action by the Company and without presentment, demand, protest
and other notice of any kind, all of which are hereby expressly waived by the
Maker.

      No provision of this Note shall require the payment of, or permit
contracting for, charging, receiving or collecting interest in excess of the
rate then permitted by applicable law. Regardless of any provision contained
herein, the Company shall not be entitled to contract for, charge, take,
reserve, receive or apply, as interest hereunder, any amount in excess of the
highest lawful rate, and, in the event the Company ever contracts for, charges,
takes, reserves, receives or applies as interest any such excess, it shall be
deemed a partial prepayment of principal and treated hereunder as such, and if
the principal debt is paid in full, any remaining excess shall forthwith be paid
to the Maker.

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                                      -4-


      The Maker hereby (a) waives presentment, demand, protest and notice of
presentment, notice of dishonor of this debt and each and every other notice of
any kind respecting this Note except notices of default as provided herein and
(b) agrees that this Note shall be binding upon it and its successors and
assigns.

      Notwithstanding anything contained in this Note to the contrary, it is
understood and agreed that recourse against the Maker under any rule of law,
statute or constitution or by enforcement of any assessments or penalties or
otherwise for the payment of the principal of this Note against the Maker or his
legal representatives or permitted assigns or successors shall, as of the time
that recourse is sought against the Maker, be limited to 40% of the then
outstanding principal amount due under this Note; provided that no term
contained herein shall limit the recourse of the Company against the Interests
which are pledged as security for this Note.

      The Maker shall pay on demand all collection costs and expenses, including
reasonable legal fees and disbursements, incurred by the Maker in enforcing
payment hereof.

      Without the prior written consent of the Maker, this Note may not be sold,
exchanged or otherwise transferred by the Company to any party other than a
party that is a successor in interest to all or substantially all of the
Company's assets by merger, reorganization or otherwise.

      THIS NOTE SHALL BE DEEMED TO TAKE EFFECT AS A SEALED INSTRUMENT UNDER AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.


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      IN WITNESS WHEREOF, the Maker has executed this Note as an instrument
under seal as of the day and year first above written.


Illegible
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Witness


                                /s/ Kent A. Dolby
                                -----------------
                                KENT A. DOLBY