EXHIBIT 10.35

                             PROMISSORY NOTE

                THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE
                SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS
                SET FORTH IN THIS CERTIFICATE.  THE SECURITIES
                REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED,
                OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
                EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
                OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                UNDER SUCH ACT.


                                            $20,000,000 New York, New York
                                                             June 30, 2001

     FOR VALUE RECEIVED, the undersigned, INTERWORLD CORPORATION, a Delaware
corporation ("Maker"), subject to the provisions contained herein, promises
to pay to the order of J NET ENTERPRISES, INC., a Nevada corporation
("Payee"), at New York, New York, or at such other place as Payee may from
time to time designate by written notice to Maker, in lawful money of the
United States of America, the principal sum of up to Twenty Million Dollars
($20,000,000), together with interest thereon in the manner and at the rate
provided herein.

     Maker further agrees as follows:

Section 1.  Payments and Draw Downs.

     (a)  Subject to the terms hereof, so long as no Event of Default exists,
it is contemplated that Maker will draw down the proceeds of this Note on an
"as-needed" basis, commencing on the date hereof and ending on June 30, 2002.
Upon the event of each draw down, the parties agree to update the attached
Schedule I to reflect the amounts drawn down as of such date.

     (b)  Subject to the other provisions hereof, the principal amount of
this Note that has been drawn down (the "Drawn Down Amount") by Maker, and
any interest that has accrued thereon, shall be payable (the "Draw Down
Payment") on or before the "Payment Date," which, in each case, shall be the
sixtieth (60) day following the date on which the Maker drew down such
amount; provided, however, that this Note, and interest accrued hereon, shall
be payable in full no later than June 30, 2002; provided, further, however,
that Maker shall not be able to draw down additional amounts under this Note
for the purpose of making a Draw Down Payment without the prior written
consent of Payee.

     (c)  Maker shall have the right to prepay this Note in full at any time,
without premium or penalty.

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Section 2.  Interest Rate.

     (a)  Interest shall accrue on the Drawn Down Amounts at a rate of
fifteen percent (15%) per annum.  Interest shall be compounded on a quarterly
basis and shall be computed on the basis of a year of 365 days for the actual
number of days elapsed.

     (b)  All agreements between Maker and Payee are expressly limited so
that in no contingency or event whatsoever shall the amount paid or agreed to
be paid to Payee for the use, forbearance, or detention of the indebtedness
evidenced by this Note exceed the maximum amount permissible under applicable
law.  If from any circumstance Payee should ever receive as interest an
amount which would exceed the highest lawful rate, such amount as would be
excessive interest shall be applied to the reduction of the principal amount
owing under this Note and not to the payment of interest.

Section 3.  Rank.  This Note shall be a senior obligation of Maker and all
other obligations of Maker shall be subordinated to this Note, regardless of
whether such obligations are presently existing or are subsequently incurred;
provided, however, that, at the request of Maker, this Note shall be
subordinated to any senior secured credit facility from a bank on
commercially reasonable terms.

Section 4.  Security Interest.  Simultaneous with the making of this Note,
Maker shall deliver to Payee a Security Agreement in the form attached hereto
as Exhibit A, providing Payee with a preferred security interest in certain
of Maker's assets, inventory and accounts receivable.  Such security interest
shall not relieve Maker of its obligations hereunder.

Section 5.  Default.

     It shall be an event of default ("Event of Default"), and the entire
unpaid principal of this Note, together with accrued interest, shall become
immediately due and payable, at the election of Payee, upon the occurrence of
any of the following events:

     (a)  any failure on the part of Maker to make any payment when due,
whether by acceleration or otherwise;

     (b)  Maker shall commence (or take any action for the purpose of
commencing) any proceeding under any bankruptcy, or for the reorganization of
any party liable hereon, whether as maker, endorser, guarantor, surety or
otherwise, or for the readjustment of any of the debts of any of the
foregoing parties, under the Federal Bankruptcy Code, as amended, or any part
thereof, or under any other laws, whether state or Federal, for the relief of
debtors, now or hereafter existing, by any of the foregoing parties, or
against any of the foregoing parties, which shall not be discharged within
thirty (30) days of their commencement;

     (c)  a proceeding shall be commenced against Maker under any bankruptcy,
reorganization, arrangement, readjustment of debt, moratorium or similar law
or statute and relief is ordered against it, or the proceeding is
controverted but is not dismissed within sixty (60) days after the
commencement thereof;

     (d)  the appointment of a receiver, trustee or custodian for any party
liable hereon, whether as maker, endorser, guarantor, surety or otherwise, or
for any substantial part of the assets of any of the foregoing parties, or
the institution of proceedings for the dissolution or the full or partial
liquidation of any of the foregoing parties;

     (e)  announcement by the executive committee of Maker of its decision to
dissolve Maker or the dissolution, termination of existence, or insolvency of
Maker;

     (f)  The rendering of a final judgment or judgments for payment of money
aggregating in excess of Fifty Thousand Dollars ($50,000) against any party
liable hereon, whether as maker, endorser, guarantor, surety or otherwise;

     (g)  the happening of any event under any agreement involving the
borrowing of money by, or advance of credit to, Maker, which gives to the
holder of such obligation the right to accelerate its maturity, whether or
not such right is exercised;

     (h)  any information furnished to Payee by or on behalf of Maker shall
be false or misleading in any material respect;

     (i)  the admission by any party liable hereon, whether as maker,
endorser, guarantor, surety or otherwise, of its inability to pay its debts
as they mature, or an assignment for the benefit of the creditors of any of
the foregoing parties; or

     (j)  any transfer of property by a party liable hereon, whether as
maker, endorser, guarantor, surety or otherwise, under circumstances which
would entitle a trustee in bankruptcy or similar fiduciary to avoid such
transfer under the Federal Bankruptcy Code, as amended, or under any other
laws, whether state or Federal, for the relief of debtors, now or hereafter
existing.

Section 6.  Waivers.

     (a)  Maker waives demand, presentment, protest, notice of protest,
notice of dishonor, and all other notices or demands of any kind or nature
with respect to this Note.

     (b)  Maker agrees that a waiver of rights under this Note shall not be
deemed to be made by Payee unless such waiver shall be in writing, duly
signed by Payee, and each such waiver, if any, shall apply only with respect
to the specific instance involved and shall in no way impair the rights of
Payee or the obligations of Maker in any other respect at any other time.

     (c)  In any action or proceeding arising out of or relating to this
Note, Maker waives (to the full extent permitted by law) all right to a trial
by jury or to plead as a defense any statute of limitations or any other
similar law or equitable doctrine.

Section 7.  Collection Costs.  Upon demand, Maker will pay to Payee the
amount of any and all reasonable costs and expenses, including, without
limitation, the reasonable fees and disbursements of its counsel (whether or
not suit is instituted) and of any experts and agents, which Payee may incur
in connection with the following:  (i) the enforcement of this Note; and (ii)
the enforcement of payment of all obligations of Maker by any action or
participation in, or in connection with, a case or proceeding under Chapters
7, 11, or 13 of the Bankruptcy Code, or any successor statute thereto.

Section 8.  Assignment of Note.  Maker may not assign or transfer this Note
or any of its obligations under this Note in any manner whatsoever
(including, without limitation, by the consolidation or merger of Maker, if a
corporation, with or into another corporation) without the prior written
consent of Payee.  The Note may be assigned at any time by Payee.  Maker
agrees not to assert against any assignee of this Note any claim or defense
which Maker may have against any assignor of this Note.

Section 9.  Jurisdiction and Service of Process.  Maker irrevocably consents
to the jurisdiction of the courts of the State of New York and of any federal
court located in such State in connection with any action or proceeding
arising out of or relating to this Note, any document or instrument delivered
pursuant to, in connection with, or simultaneously with this Note, or a
breach of this Note or any such document or instrument.  Maker waives, to the
full extent permitted by law, any objection which it may now or hereafter
have to the laying of venue of any action or proceeding arising out of or
relating to this Note brought in the State of New York, and further
irrevocably waives, to the full extent permitted by law, any claim that any
such action or proceeding brought in such State has been brought in an
inconvenient forum.  In any such action or proceeding, Maker waives, to the
full extent permitted by law, personal service of any summons, complaint, or
other process and agrees that service thereof may be made in accordance with
subsection 10(f) of this Note.  Within thirty (30) days after such service,
or such other time as may be mutually agreed upon in writing by the attorneys
for the parties to such action or proceeding Maker shall appear or answer
such summons, complaint, or other process.  Should Maker so served fail to
appear or answer within such thirty (30)-day period or such extended period,
as the case may be, Maker shall be deemed in default and judgment may be
entered by Payee against Maker for the amount as demanded in any summons,
complaint, or other process so served.

Section 10.  Miscellaneous.

     (a)  This Note may be altered only by prior written agreement signed by
the party against whom enforcement of any waiver, change, modification, or
discharge is sought.  This Note may not be modified by an oral agreement,
even if supported by new consideration.

     (b)  This Note shall be governed by, and construed in accordance with,
the laws of the State of California, without giving effect to such state's
principles of conflict of laws.

     (c)  Subject to Section 8, the covenants, terms, and conditions
contained in this Note apply to and bind the heirs, successors, executors,
administrators and assigns of the parties.

     (d)  This Note constitutes a final written expression of all the terms
of the agreement between the parties regarding the subject matter hereof, is
a complete and exclusive statement of those terms, and supersede all prior
and contemporaneous agreements, understandings, and representations between
the parties.  If any provision or any word, term, clause, or other part of
any provision of this Note shall be invalid for any reason, the same shall be
ineffective, but the remainder of this Note shall not be affected and shall
remain in full force and effect.

     (e)  The singular includes the plural.  If more than one Maker executes
this Note, the term "Maker" shall be deemed to refer to each of the
undersigned Makers as well as to all of them, and their obligations and
agreements under this Note shall be joint and several.  If any of the
undersigned is a married person, recourse may be had against his or her
separate property for all of his or her obligations under this Note.  The
term "Payee" shall include the initial party to whom payment is designated to
be made and, in the event of an assignment of this Note, the successor
assignee or assignees, and, as to each successive additional assignment, such
successor assignee or assignees.

     (f)  Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested (or by the most nearly comparable method if mailed from or
to a location outside of the United States of America) or by FedEx, Express
Mail, or similar nationally recognized overnight delivery or courier service,
or delivered in person or by facsimile, or similar telecommunications
equipment, against receipt therefore at the address of such party set forth
in this Section 10(f) (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section
10(f)).

              Payee:    J Net Enterprises, Inc.
                        3900 Dallas Parkway, # 340
                        Plano, Texas 75093
                        Attention:  Mark Wilson

                        With copies (which shall not constitute notice) to:

                        Greenberg Traurig, LLP
                        The MetLife Building
                        200 Park Avenue, 14th Floor
                        New York, New York 10166
                        Attention:  Alan I. Annex, Esq.

              Maker:    InterWorld Corporation
                        395 Hudson Street, 6th Floor
                        New York, New York 10014
                        Attention: Steven Korby

     Such addresses may be changed by notice given as provided in this
subsection.  Notices shall be effective upon the date of receipt; provided,
however, that a notice (other than a notice of a changed address) sent by
certified or registered U.S. mail, with postage prepaid, shall be presumed
received not later than three (3) business days following the date of
sending.

     (g)  Time is of the essence under this Note.

     IN WITNESS WHEREOF, Maker has executed this Note effective as of the
date first set forth above.

                        INTERWORLD CORPORATION



                        By:  /s/ Steven L. Korby
                        ________________________
                        Name:  Steven L. Korby
                        Title: Chief Financial Officer


                                 Schedule I



                     Draw Down Date                  Amount
                     _______________               __________
                      June 8, 2001                   $500,000
                      June 12, 2001                $1,100,000
                      June 14, 2001                  $600,000
                      June 27, 2001                  $800,000
                      Total June 2000              $3,000,000

                      July 3, 2001                   $500,000
                      July 11, 2001                $1,100,000
                      July 19, 2001                  $400,000
                      July 30, 2001                $1,600,000
                      Total July 2001              $3,600,000

                      August 13, 2001              $2,000,000
                      August 28, 2001                $700,000
                      Total August 2001            $2,700,000

                      September 12, 2001           $1,200,000
                      September 20, 2001             $450,000
                      September 26, 2001           $1,400,000
                      Total September 2001         $3,050,000


                                   Exhibit A

FORM OF SECURITY AGREEMENT