EXHIBIT 4.47

                    AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

     This  Amendment  to Convertible Promissory Note (the "Amendment"), dated as
of  May  31, 2001, is between Appiant Technologies, Inc., a Delaware corporation
(the  "Company"),  and  L.  Thomas  Baldwin  III, or his assigns (the "Holder").

                                   BACKGROUND

     A.     The  Company  and  the  Holder  have  entered  into  a  Convertible
Promissory  Note,  dated  as of March 21, 2001 (the "Note"), whereby the Company
promises  to  pay  the  Holder  the  principal  sum  of Two Million Five Hundred
Thousand  Dollars ($2,500,000) with interest on the outstanding principal amount
at  the  simple  rate  of  10%  per  annum.

     B.     The  entire  unpaid  balance of principal and all unpaid accrued
interest under the Note was to become fully due and payable on May 31, 2001 (the
"Maturity Date").

     C.     The  Note is  to  be extended until May 31, 2002, in accordance with
the terms  and  conditions  of  this  Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
covenants hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                                    AMENDMENT

     1.   Paragraph 1. (Payment of Principal and Interest) is hereby modified by
          defining the Maturity date as May 31, 2002. In addition, the last
          sentence shall read as follows: "If the Company shareholders do not
          approve the issuance of equity to Holder by May 31, 2002, the Holder
          will wait for such approval, which the Company must reasonably pursue,
          and if the shareholders fail to approve the issuance of equity, then
          Holder may receive cash in the amount of $250,000.00 in addition to
          the repayment of the principal and unpaid accrued interest at 25% per
          annum, or the greatest amount permitted by law."

     2.   Paragraph 2 (a) (Right to Convert) is hereby modified to provide that
          the Conversion Price is equal to $1.00.

     3.   Paragraph 3 (New Warrants) is hereby modified by striking the sentence
          that begins "In addition, if the Company has not completed " and ends
          with "and the date that the Financing is completed." This sentence is
          replaced with: "In addition, Holder will receive the following
          additional warrants (the "Additional Warrants") for the reasons
          stated: (i) because the Company did not obtain the anticipated equity
          investment of at least Six Million Dollars ($6,000,000)(the


<PAGE>
          "Financing"), Holder will receive as of the date hereof another
          462,963 warrants; and (ii) because Holder extended the original Note
          for a full year (the "Note Extension"), Holder will receive as of the
          date hereof 555,555 warrants.

     4.   A new paragraph 3 is inserted, entitled "Security". This paragraph
          reads as follows: "As security for the Note, the Company grants to
          Holder the right to require that assets of the Company's Infotel
          (Singapore) be sold, with Holder joining investors under the June 8,
          2001 financing, in receiving priority in the disbursement of the
          funds."

     5.   All capitalized terms not defined herein shall have the meanings given
          them in the Note. This Amendment is deemed to be incorporated into the
          Note and made a part thereof. All references to the Note in any other
          document shall be deemed to refer to the Note as modified by this
          Amendment. Except as modified by this Amendment, this Note shall
          remain in full force and effect and shall be enforceable in accordance
          with its terms. To the extent there is any conflict or ambiguity
          between this Amendment and the Note, this Amendment shall be deemed to
          govern.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the Amendment Effective Date.

                                      APPIANT TECHNOLOGIES, INC.


                                      BY: ______________________________________
                                            Doug Zorn, CEO and President




                                      BY: ______________________________________
                                            L. Thomas Baldwin III


<PAGE>