EXHIBIT 4.43

THIS  NOTE  AND  THE  SECURITIES  ISSUABLE  UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THEY MAY
NOT  BE  SOLD,  OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
UNDER  THE  ACT,  OR  UNLESS  SOLD  PURSUANT  TO  RULE  144  UNDER  THE  ACT.


                           CONVERTIBLE PROMISSORY NOTE


$2,500,000                                                      March  21,  2001
                                                          Pleasanton, California


     FOR  VALUE RECEIVED, Appiant Technologies, Inc., formerly doing business as
Nhancement  Technologies  Inc., a Delaware corporation (the "Company"), promises
to pay to the order of L. Thomas Baldwin III, or his assigns (the "Holder"), the
principal  sum  of Two Million Five Hundred Thousand Dollars (US$2,500,000) with
interest  on  the  outstanding  principal  amount  at the simple rate of 10% per
annum.  Interest  shall  commence with the date hereof and shall continue on the
outstanding principal until converted or paid in accordance with paragraphs 1 or
2  of  this  Note.

     1.     Payment  of  Principal  and  Interest.  Unless  sooner  converted in
            -------------------------------------
accordance  with  paragraph  2,  the  entire unpaid balance of principal and all
unpaid  accrued interest shall become fully due and payable on May 31, 2001 (the
"Maturity  Date").  The  principal  and  accrued  interest  under this note (the
"Note")  may  be prepaid in whole or in part, in cash or in shares (as preferred
by  Holder)  of Common Stock, $0.01 par value per share, of the Company ("Common
Stock"),  at  any  time  and  from  time  to  time, without penalty, in the sole
discretion  of the Company.  If Holder prefers that such prepayment be made with
shares of Common Stock, the Common Stock shall be valued at the Conversion Price
set  forth  in  Section  2(a).  If  the  Company shareholders do not approve the
issuance  of  equity  to  Holder  by May 31, 2001, 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.

     2.     Conversion.  As long as the Company's shareholders have approved the
            ----------
following  conversion rights, the Holder shall have conversion rights as follows
(the  "Conversion  Rights"):
       ------------------

          (a)     Right  to Convert.  The Holder may at any time on or after the
                  -----------------
Maturity  Date  convert  the principal and accrued interest under this Note into
shares  of  Common Stock.  The principal and accrued interest shall be converted
into shares of Common Stock at a conversion price (the "Conversion Price") equal


<PAGE>
to  eighty  percent  (80%)  of  the  average of the five (5) days lowest closing
market  price (which for purposes of this Note means the last highest bid price)
of  the Common Stock on the Nasdaq SmallCap Market or Nasdaq National Market, as
applicable  during  the  period  beginning  on  March 16, 2001 and ending on the
Maturity  Date  (provided  that  such  ending  date  shall  be  deemed to be the
conversion date in the case of a conversion by the Company of part or all of the
Note  pursuant  to  Section  1 and prior to the Maturity Date).  Further, if the
principal  and  accrued  interest  on this Note is not paid in full or converted
into  Common  Stock for any reason other than awaiting shareholder approval, and
otherwise  in  accordance  with the terms hereof on or before the Maturity Date,
then  the Conversion Price shall be reduced by 20 % for each full week that this
Note  is  not so paid or converted, provided that the Conversion Price shall not
in any event be reduced to less than $1.00.  Notwithstanding the foregoing, such
conversion  shall  not  result  in  an  issuance  of shares of Common Stock that
exceeds  19.9%  of  the  number  of  shares  of  Common  Stock  then  issued and
outstanding,  without obtaining stockholder approval of such issuance, nor shall
it  result in an issuance which would otherwise violate applicable Nasdaq rules.
To  the  extent  that a conversion would result in an issuance in excess of such
19.9%  amount,  then the Company shall issue to the Holder that number of shares
of Common Stock equal to such 19.9% amount, and the remaining difference between
(x)  the  then  outstanding  principal and accrued interest and (y) the value of
such  issuance  of  shares  of  Common Stock (based on the applicable Conversion
Price),  shall  be  immediately  due  and  payable in cash by the Company to the
Holder.

          (b)     Mechanism  of Conversion.  Before the Holder shall be entitled
                  ------------------------
to  convert the outstanding principal and accrued interest into shares of Common
Stock,  the  Holder  shall  surrender the Note at the office of this Company and
shall  give written notice to this Company at its principal corporate office, of
the  election  to  convert the same and shall state therein the name or names in
which  the  certificate  or  certificates  for  shares of Common Stock are to be
issued.  Such  conversion shall be deemed to have been made immediately prior to
the  close of business on the date of such surrender of the Note, and the person
or  persons  entitled  to  receive the shares of Common Stock issuable upon such
conversion  shall be treated for all purposes as the record holder or holders of
such  shares  of  Common  Stock  as  of  such  date.

          (c)     No  Fractional  Shares.  No  fractional shares shall be issued
                  ----------------------
upon  conversion  of  the  Note  and  the number of shares of Common Stock to be
issued  shall  be  rounded  down  to  the  nearest  whole  share.

          (d)     Legends.  It  is  understood  that the certificates evidencing
                  -------
the  Common  Stock  issued  pursuant  to the conversion of the Note may bear the
following  legends:

               "THESE  SECURITIES  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933,  AS  AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED  IN  THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO  THE  SECURITIES  UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY  THAT  SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE
144  OF  SUCH  ACT."


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<PAGE>
          (e)     Purchase  Entirely  for  Own  Account.  This Note is made with
                  -------------------------------------
Holder  in  reliance  upon such Holder's representation to the Company, that the
Common  Stock  to  be received by the Holder upon conversion of the Note will be
acquired  for  investment  for  such  Holder's  own account, not as a nominee or
agent,  and  not  with a view to the resale or distribution of any part thereof,
and  that  such  Holder  has  no  present  intention  of  selling,  granting any
participation  in,  or  otherwise  distributing  the  same.

          (f)     Release.  Upon conversion of this Note in full and the payment
                  -------
of  the  amounts  specified in this note, the Company shall be released from all
its  obligations  and  liabilities  under  this  Note.

     3.     New Warrants.  In connection with this Note, the Company will issue,
            ------------
as  of  the date hereof, a Warrant to the Holder to purchase 462,963 (subject to
adjustment  pursuant  to  the terms of the Warrant), shares of Common Stock.  In
addition,  if  the Company has not completed, on or before the Maturity Date, an
equity  investment  in the Company in the aggregate principal amount of at least
Six  Million  Dollars  ($6,000,000)  (the  "Financing"), and the Company has not
prepaid  as  set  forth  in  paragraph 1 above, then the Company shall issue the
Holder  an additional Warrant (the "Additional Warrant") to purchase that number
of  shares  of  Common  Stock equal to the product of (x) 15% of the loan amount
multiplied  by  (y)  the  number  of  full  weeks, up to four weeks, between the
Maturity Date and the date that the Financing is completed.  All Warrants issued
pursuant  to  this  Section shall have an exercise price of $2.70 (the "Exercise
Price")  (subject  to  adjustment  pursuant  to  the  terms  of  the  Warrant or
Additional  Warrant).  Rights granted to the Holder with respect to the Warrants
issued  pursuant  to  this  Section  shall include, among other things, standard
anti-dilution protection for stock splits, recapitalizations and the like.  Each
Warrant  issued  pursuant  to this Section shall expire seven (7) years from the
date  of  its  respective  issuance.

     4.     Events  of  Defaults; Acceleration.  (a) An "Event of Default" under
            ----------------------------------
this  Note shall exist if (i) the Company fails to pay when due any principal or
interest  on  this  Note,  (ii)  the  Company  defaults in the performance of or
compliance with any material term, covenant or agreement contained in this Note,
if  any,  and such failure continues for 10 days after written notice thereof to
the  Company,  (iv)  the Company shall generally not pay its debts as such debts
become  due, or shall admit in writing its inability to pay its debts generally,
or  shall  make  a  general  assignment  for  the  benefit  of creditors; or any
proceeding  shall  be instituted by or against the Company seeking to adjudicate
it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement,  adjustment,  protection, relief, or composition of it or its debts
under  any law relating to bankruptcy, insolvency or reorganization or relief of
debtors,  or  seeking  the  entry of an order for relief or the appointment of a
receiver,  trustee or similar official for it or for any substantial part of its
property  and  assets and, in the case of any such proceeding instituted against
it  (but  not instituted by it) that is being diligently contested by it in good
faith,  either such proceeding shall remain undismissed or unstayed for a period
of  60  days or any of the actions sought in such proceeding (including, without
limitation,  the  entry  of an order for relief against, or the appointment of a
receiver,  trustee,  custodian  or  other  similar  official  for,  it  or  any
substantial  part  of its property or assets) shall occur, (v) the Company shall
take  any  corporate  action  to authorize any of the actions set forth above in
clause  (iv), or (vi) the Company shall default in the observance or performance
of any other agreement, term or condition contained in any bond, debenture, note
or  other  evidence  of  indebtedness,  which  is  material  to  the Company and


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<PAGE>
provides for material principal payments, and, in each event, the effect of such
failure  or  default is to cause the holder or holders thereof to accelerate the
indebtedness  to  become  due  prior  to  its  stated  date  of  maturity.

          (b)     If  any  Event  of  Default shall occur and be continuing, the
Holder  may,  at  any time, at its option by notice to the Company, declare this
Note  to  be  immediately  due  and  payable.

          (c)     Upon  this Note becoming due and payable under this Section 5,
this  Note  will forthwith mature and the entire unpaid principal amount of this
Note, plus all accrued and unpaid interest thereon, shall all be immediately due
and  payable,  in  each  and  every case without presentment, demand, protect or
further  notice  of  any  kind,  all  of which are hereby waived by the Company.

     5.     Covenants  of  the Parties.  The Parties covenant that no conversion
            --------------------------
in  connection  with  this Note will occur until the Company's shareholders have
approved  the  issuance  of such equity.  The Parties further covenant with each
other  that  trading  activities  with respect to shares of the Company's Common
Stock  will  be  in  compliance with all applicable state and federal securities
laws,  rules  and regulations and rules and regulations of the trading market on
which  the  Company's  Common  Stock  is  listed.  For  so  long  as the Note is
outstanding, neither the Holder nor any of its affiliates will be in a net short
position with regard to the Common Stock of the Company in any accounts directly
or  indirectly  owned  or  controlled  by  the  Investor.

     6.     Governing  Law.  The  terms  of  this  Note  shall  be  construed in
            --------------
accordance  with  the  laws  of the State of California, as applied to contracts
entered  into  by  California  residents  within  the State of California, which
contracts  are  to  be  performed  entirely  within  the  State  of  California.

     7.     Amendment.  Any  term of this Note may be amended or waived with the
            ---------
written  consent  of  Company  and  the  Holder.

     8.     Severability.  If  any provision of this Note, or the application of
            ------------
such  provision to any person or circumstance, is held invalid or unenforceable,
the  remainder of this note, or the application of such provisions to persons or
circumstances  other than those as to which it is held invalid or unenforceable,
shall  not  be  affected  thereby.

     9.     Successors  and  Assigns.  Except  as otherwise provided herein, the
            ------------------------
terms  and  conditions of this Note shall inure to the benefit of and be binding
upon  the  respective  successors  and  assigns of the parties.  Nothing in this
Note,  express  or  implied, is intended to confer upon any party other than the
parties  hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Note, except as expressly
provided  in  this  Note.

     10.     Counterparts.  This  Note  may  be  executed  in  two  or  more
             ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.


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<PAGE>
     11.     Notices.   Unless  otherwise  provided,  any  notice  required  or
             -------
permitted  under  this  Note  shall  be  given  in  writing  and shall be deemed
effectively  given  (i)  upon  personal delivery to the party to be notified, by
deposit  with  an  overnight  delivery  service, or upon deposit with the United
States  Post  Office,  by  certified  mail, postage prepaid and addressed to the
party  to  be  notified at the address indicated for such party on the signature
page  hereof  or  at  such other address as such party may designate by ten (10)
days'  advance  written  notice  to  the  other  parties,  or (ii) by electronic
facsimile  (fax)  to  such party with receipt confirmed within three (3) days by
notice  delivered  in  accordance  with  this  Section  12.

     12.     Entire  Agreement.  This  Note and the documents referred to herein
             -----------------
constitute  the  entire agreement among the parties and no party shall be liable
or bound to any other party in any manner by any warranties, representations, or
covenants  except  as  specifically  set  forth  herein  or  therein.

     13.     California  Commissioner  of  Corporations.  THE  SALE  OF  THE
             ------------------------------------------
SECURITIES  WHICH  ARE  THE SUBJECT OF THIS NOTE HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER  OF  CORPORATIONS OF THE STATE OF CALIFORNIA, AND IN THE ABSENCE OF
AN  EXEMPTION  FROM  SUCH  QUALIFICATION  REQUIREMENT,  THE  ISSUANCE  OF  SUCH
SECURITIES  OR  THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH
SECURITIES  PRIOR  TO SUCH QUALIFICATION IS UNLAWFUL.  THE RIGHTS OF ALL PARTIES
TO THIS NOTE ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR
AN  EXEMPTION  FROM  SUCH  QUALIFICATION  BEING  APPLICABLE.

     This  Convertible  Promissory  Note  is  executed as of the day first above
written.

                                   APPIANT  TECHNOLOGIES,  INC.


                                   By: ____________________________________

                                   Its: ___________________________________



                                   L.  THOMAS  BALDWIN  III

                                   By: ____________________________________


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