Exhibit 2.3

                                 PROMISSORY NOTE


PRINCIPAL AMOUNT: $171,796.00

DATE:             July 31, 2000.

         FOR VALUE RECEIVED,  the  undersigned  (the "Maker") hereby promises to
pay to, or to the order of, RICHARD MACARTHUR and JOHN WHITTAKER  (collectively,
the "Holder"),  at 23 Armstrong Avenue,  Georgetown,  Ontario,  or at such other
place as the Holder may designate from time to time to the Maker in writing,  in
lawful money of Canada the principal sum of $171,796.00 (the "Principal Amount")
together  with  interest on the Principal  Amount or portion  thereof  remaining
unpaid from time to time at the rate and calculated in the manner set out below.

         Interest  shall  be  calculated  and  compounded  semi-annually  not in
advance on the Principal  Amount or portion  thereof  which remains  unpaid from
time to time (both before and after maturity,  default and judgment) at the rate
of interest set out below (the "Applicable Rate") from and including the date of
this  Promissory  Note until and  including  the date upon  which the  Principal
Amount and all interest due under this Promissory Note shall be fully paid

         The Applicable  Rate shall be 8% per annum.  Interest et the Applicable
Rate shall accrue and be paid at the same time as the Principal Amount due under
this Promissory Note is to be paid.

         The Principal Amount shall be paid on the earlier of:

         (a) the date which is 6 months  following the successful  completion of
the Maker's Rule 504 public offering in the United States; and

         (b) July 31, 2001.

         The Maker shall have the right to prepay at any time or times the whole
or any part of the  Principal  Amount due under this  Promissory  Note,  without
notice, bonus or penalty.

         All payments  made under this  Promissory  Note,  and any other payment
which is  accepted by the Holder  from time to time,  shall be applied  first in
satisfaction  of any overdue  interest,  then in satisfaction of any accrued and
unpaid  interest,  and finally the  remaining  portion of such payment  shall be
applied in  satisfaction  of the  Principal  Amount or any portion  thereof then
outstanding.

         Interest at the  Applicable  Rate shall be calculated on interest which
is overdue under this Promissory Note and shall be payable on demand.

         The  extension  of the time for  making  any  payment  which is due and
payable under this Promissory  Note at any time or times, or the failure,  delay
or  omission  on the part of the Holder to  exercise  or  enforce  any rights or



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remedies of the Holder under this Promissory Note, shall not constitute a waiver
of the right of the Holder to enforce such rights and remedies thereafter.

         Upon default, this Promissory Note may be enforced in the courts of any
province of Canada.  This  Promissory Note shall be construed in accordance with
the laws of and applicable to the Province of Ontario, Canada.

         This  Promissory  Note is to be treated as a negotiable  instrument and
all persons are invited by the Maker to act accordingly.

         Presentment  for  payment,  protest,  notice of  protest  and notice of
dishonor of this Promissory Note are all hereby waived.

         DATED July 31, 2000.

                                             ARS NETWORKS, INCORPORATED

                                             Per:
                                                 ---------------------------
                                             Name:
                                                   -------------------------
                                             Title:
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