Exhibit 10.6

This Note and the securities issuable upon conversion of the Note have not been
registered under the UNITED STATES Securities Act of 1933, as amended (the "1933
Act"), or under the provisions of any applicable state securities laws, but has
been and will be acquired by the registered holder hereof for purposes of
investment and in reliance on statutory exemptions under the 1933 Act, and under
any applicable state securities laws. This Note and such securities may not be
sold, pledged, transferred or assigned except in a transaction which is exempt
under provisions of the 1933 Act and any applicable state securities laws or
pursuant to an effective registration statement; and in the case of an
exemption, only if the Company has received an opinion of counsel satisfactory
to the Company that such transaction does not require registration.


                                INTEREST BEARING
                           CONVERTIBLE PROMISSORY NOTE


$1,000,000                                                         July 31, 2000




FOR VALUE RECEIVED, the undersigned, Intelliworxx, Inc., a Florida corporation,
including for all purposes hereof all successors in interest to Intelliworxx,
Inc. (collectively, the "Maker") promises to pay to the order of ComRoad, AG, or
its successors or assigns (the "Holder"), the principal sum of one million
United States dollars ($1,000,000), plus interest on the unpaid balance as
provided below.

1. Method and Place of Payment
------------------------------

Payments of principal and interest shall be made in lawful money of the United
States of America at the principal place of business of the Holder as specified
below, or at such other location as Holder may hereafter designate.

2. Payments and Interest
------------------------

Interest on the principal amount shall accrue at the annual rate of ten percent
(10%) per year calculated on the total outstanding balance of principal, payable
quarterly on each of March 1, June 1, September 1 and December 1 commencing
September 1, 2000 and until such principal shall have been paid or converted
into equity as described below. Interest hereon shall be computed on the basis
of a 365 day year for the actual number of days in any period for which such
computation is made. Principal shall be payable and due on the Maturity Date.
The "Maturity Date" of this Note, when all amounts hereunder are due, whether of
principal, interest, fees or costs, is June 1, 2002.

All payments on this Note shall be applied first to accrued interest and then to
principal, except that if any amount expended by the Holder pursuant to the
terms of any instrument or agreement relating to this Note is not repaid, any

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monies received, at the option of the Holder, first may be applied to repay such
amount, plus interest thereon, and the balance, if any, shall be applied on
account of any payments of the principal of or interest on this Note then due
upon demand or otherwise.

3. Certain Acknowledgements of Holder
-------------------------------------

Maker has disclosed to Holder, and Holder acknowledges that the entire proceeds
from the issuance of this Note shall be contributed to the capital of Comworxx,
Inc., a newly formed Florida corporation.

4. No Prepayment of Outstanding Debt
------------------------------------

The Maker shall have no right to prepay any principal amount hereunder before
principal is due according to Section 2 hereof.

5. Option to Convert
--------------------

Maker and Holder agree that Holder may, at any time prior to payment of
principal by Maker and at Holder's sole discretion, exercise the option to
convert the principal due under this Note into 1.6350% of Maker's then
outstanding shares of common stock, on a fully diluted basis.

6. Default
----------

If an Event of Default occurs, then Holder may, if it shall so elect, by notice
to Maker, declare the entire unpaid principal balance of this Note, together
with all accrued interest as well as any other amounts due hereunder, to be
immediately due and payable, without further presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the Maker,
provided that in the case of an Event of Default under (B) or (C) below, such
amounts shall automatically become due and payable without any notice or other
action by the Holder. Maker agrees to pay all costs of collection, including
reasonable attorney's fees and expenses.

For the purposes of this Note, "Event of Default" shall mean: (A) any failure by
Maker to pay any amount of principal or interest upon demand or when due, which
failure shall continue for a period of ten (10) days after written notice to
Maker; or (B) (1) the Maker voluntarily commences a case or proceeding seeking
liquidation, reorganization, debt readjustment, moratorium or other relief under
any bankruptcy, insolvency or similar law (hereinafter, a "Proceeding"), or (2)
an involuntary Proceeding is commenced against the Maker and such involuntary
Proceeding shall remain undismissed and unstayed for a period of thirty (30)
days, or (C) the appointment of a receiver or trustee to any substantial part of
Maker's assets that is not vacated within thirty (30) days, or (D) the Maker
fails to pay any other indebtness in excess of $100,000 (on the account of
borrowed money) when due, to the Holder or any other persons, and such failure
continues unremedied for more than five (5) Business Days, or (E1) any
representation or warranty of the Maker made or deemed to be made hereunder, the
Pledge Agreement between the Maker and the Holder or in any other writing or
certificate furnished by or on behalf of the Maker to the Holder for the
purposes of or in connection with this Note (this Note and any such document
being a "Facility Document") is or shall be false, misleading or incorrect when
made in any material respect, or (E2) the Maker shall default in the due

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performance and observance of any other agreement contained herein or in any
other Facility Document and such default shall continue unremedied for a period
of thirty (30) days after the Maker has knowledge thereof or notice thereof
shall have been given to the Maker by the Holder, or (F) any Facility Document
shall at any time cease to be in full force and effect or its validity or
enforceability shall be disputed or contested by the Maker, or (G) any lien or
security interest securing this Note, if any, shall cease to create a valid and
perfected first priority lien or security interest in the property purported to
be subject thereto.

7. Rights of Payment
--------------------

No other debt of the Maker shall rank senior to the debt hereunder in rights of
payment; provided, however, that the existence of or the Maker's incurring (i)
secured or unsecured institutional financing, including without limitation,
financing from banks, savings and loans, mortgage companies, insurance
companies, governmental agencies and/or any other institution which is engaged
in whole or in part in making loans in the ordinary course of its business, (ii)
all future purchase money financing which is secured by an encumbrance against
all or any portion of the properties and/or assets of the Maker, and (iii) any
refinancing of the type of indebtedness referred to in Section 7(i) and (ii)
above, which is due at or prior to the Note (whether by maturity or
acceleration) shall not be an Event of Default.

8. Waiver
---------

The Maker and any guarantor, surety or endorser of this Note, as well as any
other person or entity who shall become liable for the payment hereof, each
expressly waives presentment for payment, notice of nonpayment, protest and
notice of protest, and any other notice which might otherwise be required in
connection with the delivery, acceptance, performance, default or enforcement of
the payment of this Note. The Holder shall not be deemed by any act or omission
to have waived any right or remedy hereunder unless and only to the extent
expressed in a written instrument dated subsequent to the date hereof and
executed by the Holder, and any such waiver so expressed with respect to a
particular event shall not be interpreted as having a continuing effect on or as
a waiver of any right or remedy with respect to any subsequent event.

9. Pledge Agreement
-------------------

This Note is secured by a Pledge Agreement dated as of the date hereof given by
Maker in favor of Holder (the "Pledge Agreement").

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<PAGE>


10. Notices
-----------

All notices or other communications required or permitted to be given pursuant
to this Note shall be in writing and shall be considered properly given or made
if hand delivered, mailed from within the United States by certified or
registered mail, or sent by prepaid telegram:

                           if to the Holder:

                           ComRoad, AG
                           Edisonstrasse 8
                           85716 Unterschleissheim/Munchen
                           Germany
                           Bus: +49 (89) 31 57 19x21
                           Bus Fax: +49 (89) 3 15 16 94
                           E-mail: bschnabel@comroad.com

                           Attention: Bodo Schnabel, President and CEO, and



                           if to the Maker:

                           Intelliworxx, Inc.
                           1819 Main Street, Eleventh Floor
                           Sarasota, FL 34326
                           Facsimile: (941) 365-1204
                           Telephone: (941) 365-7790

                           Attention: Christopher J. Floyd, Chief Financial
                                      Officer


or to such other address as either party shall have furnished to the other in
accordance with the provisions of this Section 10. All notices, except of change
of address, shall be deemed given when mailed and notices of change of address
shall be deemed given when received.


11. Assignment
--------------

The Maker shall have no right to assign any of its rights or obligations
hereunder, or any interest herein.

12. Severability
----------------

Notwithstanding the invalidity or unenforceability of any provision hereof under
applicable law, if any, the remaining provisions of this Note shall remain valid
and enforceable. All right and remedies of the Holder expressed in this Note
shall remain valid and enforceable, and all rights and remedies of the Holder
expressed in this Note shall be in addition to and not in lieu of all other
rights and remedies available to the Holder by agreement, at law, in equity or
otherwise.

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<PAGE>


13. Governing Law and Venue
---------------------------

The obligation evidenced by this Note was negotiated, delivered and accepted in
the State of New York, the laws of which state shall in all respects be
controlling in the interpretation and validity of this Note and all obligations
evidenced hereby without regard to principles of conflicts of laws. All
proceedings shall be brought and maintained in the Federal and State Courts
located in the Borough of Manhattan of the State of New York. The Maker hereby
expressly and irrevocably submits to the non-exclusive jurisdiction of, and
waives any venue objections against, such courts in respect of all actions
arising out of or in connection with the interpretation or enforcement of this
Note, the Pledge Agreement and any other documents related thereto, and the
Maker consents to the personal jurisdiction of such courts for the purpose of
this instrument and related documents, including entry or enforcement of any
arbitration award or judgment.

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<PAGE>


IN WITNESS WHEREOF, the undersigned Maker has executed this Note as of the date
first above written.

                                            INTELLIWORXX, INC.



                                            By:  /s/  Christopher J. Floyd
                                               --------------------------------
                                                      Christopher J. Floyd,
                                                      Chief Financial Officer

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