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                                                                     EXHIBIT 4.1
                                 PROMISSORY NOTE


U.S.$200,000.00                                                    April 1, 2002

                  FOR VALUE RECEIVED, the undersigned, JAGNOTES.COM INC., a
corporation organized under the laws of the state of Nevada (the "Borrower"),
HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of Thomas J. Mazzarisi
("Lender"), the aggregate principal amount of U.S.$200,000 (the "Principal
Amount"), as provided in this PROMISSORY NOTE (this "Note"), on the following
terms and conditions:

1.       Maturity Date. The Principal Amount of this Note shall be due and
         payable in full on July 1, 2002.

2.       Interest. Interest shall be payable on the unpaid Principal Amount at
         the rate of two and 69/100 percent (2.69%) per annum, calculated from
         the date hereof. Accrued interest shall be payable in a single lump sum
         cash payment on the Maturity Date. If any portion of the principal
         amount or interest shall not be paid when due hereunder, interest shall
         be payable in cash on demand on all such overdue amounts at a rate of
         twelve percent (12%) per annum commencing from the date such amounts
         shall have been due. All computations of interest shall be made by the
         Lender on the basis of a 365-day year and actual days elapsed. In no
         event shall the interest rate payable on this Note exceed the maximum
         rate permitted to be charged under applicable law.

3.       Acceleration. Notwithstanding Section 1 above, the entire unpaid
         Principal Amount of this Note shall be immediately due and payable upon
         the occurrence of any of the following:

         a.       Borrower shall commence a voluntary case or other proceeding
                  seeking liquidation, reorganization or other relief with
                  respect to itself or its debts under any Bankruptcy Law (as
                  defined below) or seeking the appointment of a Custodian (as
                  defined below) of any substantial part of his property, or
                  shall consent to any such relief or to the appointment of or
                  taking possession by any Custodian in an involuntary case or
                  other proceeding commenced against it, or shall make a general
                  assignment for the benefit of creditors, or shall take any
                  corporate action to authorize any of the foregoing; or

         b.       a court of competent jurisdiction shall enter a decree or
                  order providing for relief in respect of Borrower in an
                  involuntary case under any Bankruptcy Law or appointing a
                  Custodian of Borrower or for any substantial part of its
                  property, or ordering the winding-up or liquidation of its
                  affairs and such decree or order shall remain unstayed and in
                  effect for a period of 30 consecutive days. As used herein,
                  "Bankruptcy Law" means Title 11, United States Code or any
                  similar federal, state or foreign law for the relief of
                  debtors, and "Custodian" means any receiver, trustee,
                  assignee, liquidator, sequestrator, custodian or similar
                  official under any Bankruptcy Law.



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4.       Payment. Payments under this Note shall be made in immediately
         available federal funds in United States dollars. All such payments
         under this Note shall be made prior to 12:00 P.M. (New York City time)
         by wire transfer to a bank account designated by Lender prior to such
         transfer. The Borrower may prepay in whole or in part the outstanding
         amount of the Principal Amount at any time and without premium or
         penalty.

5.       Liability. The liability of the Borrower under this Note shall be
         irrevocable, absolute and unconditional irrespective of, and without
         setoff, counterclaim, recoupment, deduction or reduction for or on
         account of (and for purposes of making payment hereunder, the Borrower
         hereby irrevocably waives any defenses it may now or hereafter have in
         any way relating to), all and any circumstances, including, without
         limitation, the following circumstances: (i) any transfer, assignment
         or other disposition by Lender in whole or in part of its rights,
         remedies, title and interest under this Note; (ii) any lack or failure
         of presentment, demand, protest, notice of dishonor, notice of protest
         and other notices of any kind in connection with this Note; and (iii)
         any claim by Borrower against Lender in contract or tort, in law or
         equity.

6.       Waiver. Failure of Lender to insist upon strict performance of the
         terms, conditions and provisions of this Note shall not be deemed a
         waiver of future compliance therewith or a waiver of such terms,
         conditions or provisions. No waiver of any terms, conditions or
         provisions hereof shall be deemed to have been made unless expressed in
         writing and signed by Lender. The terms of this Note shall not be
         amended, supplemented or modified in any manner without the prior
         written consent of Lender and the Borrower.

7.       Choice of Law. This Note shall be governed by, and construed in
         accordance with, the laws of the State of New York applicable to
         contracts made and to be performed wholly within that state without
         regard to any conflicts of law provisions that might indicate the
         applicability of the laws of any other state. The Borrower hereby
         submits to the jurisdiction of the New York state courts and the
         Federal courts of the United States located in the State of New York in
         any action arising out of or under this Note. THE BORROWER IRREVOCABLY
         WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
         COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE OR THE ACTIONS OF
         LENDER OR THE BORROWER IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT
         HEREOF.


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         IN WITNESS WHEREOF, this Note has been duly executed and delivered by a
duly authorized officer of the Borrower on the date first above written.


                                            JAGNOTES.COM INC.



                                            By: /s/ Gary Valinoti
                                            ----------------------------------
                                            Name:  Gary Valinoti
                                            Title:  President & CEO


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