UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB
(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE
     TRANSITION PERIOD FROM _________________ TO _________________

                                      0-7349
                              Commission file number

                                  eNote.com Inc.
        (Exact name of small business issuer as specified in its charter)

                    Delaware                                 59-345315
                    --------                                 ---------
(State or other jurisdiction of incorporation or    (IRS Employer Identification
                  organization)                                 No.)

                    185 Allen Brook Lane, Williston, VT 05495
                    -----------------------------------------
                     (Address of principal executive offices)

                                  (802) 288-9000
                                  --------------
                           (Issuer's telephone number)
--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Check whether the issuer:  (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes[X] No[ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 11, 2000, the Issuer had 11,289,481 shares of Common Stock,
$.01 par value, outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>



                                    CONTENTS
                                                                            Page
PART I.    FINANCIAL INFORMATION                                            ----


Item 1. Financial Statements

        Consolidated Balance Sheets at June 30, 2000 (unaudited) and
        December 31, 1999                                                      3

        Consolidated Statements of Operations for the
        three and six months ended June 30, 2000 and 1999 (unaudited)          4

        Consolidated Statements of Cash Flows for the
        six months ended June 30, 2000 and 1999 (unaudited)                    5

        Notes to Consolidated Financial Statements                             6

Item 2. Management's Discussion and Analysis or Plan of Operation              7


PART II.    OTHER INFORMATION

Item 1. Legal Proceedings                                                     18

Item 2. Changes in Securities                                                 18

Item 3. Defaults Upon Senior Securities                                       18

Item 4. Submission of Matters to a Vote of Security Holders                   18

Item 5. Other Information                                                     18

Item 6. Exhibits and Reports on Form 8-K                                      19

SIGNATURES                                                                    23



<PAGE>


                         PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
                            eNote.com Inc.
                      Consolidated Balance Sheets

                                                  June 30, December 31,
                                                      2000         1999
                    ASSETS                     (unaudited)    (audited)
                                              --------------------------
Current assets
  Cash and cash equivalents                       $462,888     $324,392
  Inventories - raw materials                    1,379,958      814,773
  Prepaid expenses and other current assets         67,820       36,206
                                              --------------------------
Total current assets                             1,910,666    1,175,371

Property and equipment, net                        831,042      615,541
Intangibles, net                                   350,293      375,914
Investment in eNote International - a
  joint venture, at equity                         200,000         ----
Investment in SolutioNet, at equity                  1,810         ----
Security deposits                                   96,457      124,242
                                              --------------------------
  Total assets                                  $3,390,268   $2,291,068
                                              ==========================

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued expenses           $427,964     $660,937
  Notes payable-stockholder                          7,045        7,045
  Convertible debentures                           500,000       80,000
  Other current liabilities                         49,323       50,000
                                              ---------------------------
   Total current liabilities                       984,332      797,982
                                              ---------------------------

Stockholders' equity
  Convertible preferred stock, $1.00
  par value, 5,000,000 shares authorized,
  issued and outstanding on June 30, 2000
  and December 31, 1999, respectively            5,000,000    5,000,000
Common stock, $0.01 par value, 25,000,000
  shares Authorized, 11,289,481 and
  10,049,491 issued and Outstanding,
  June 30, 2000 and December 31,
  1999,  respectively                              112,895      100,495
Common stock warrants                              740,000      740,000
Due from related party                           (150,000)    (150,000)
Unearned compensation                             (44,852)    (109,263)
Additional paid-in capital                       5,017,219      497,776
Accumulated deficit                            (8,269,326)  (4,585,922)
                                              ---------------------------
  Total stockholders' equity                     2,405,936    1,493,086
                                              ---------------------------


Total liabilities and stockholders' equity      $3,390,268   $2,291,068
                                              ===========================

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                        3

<PAGE>



                               eNote.com Inc.
                     Consolidated Statements of Operations
           For the three and six months ended June 30, 2000 and 1999

                                  (Unaudited)

                              3 Months      3 Months     6 Months       6 Months
                            Ended June    Ended June   Ended June     Ended June
                              30, 2000      30, 1999     30, 2000        30,1999
                           -----------------------------------------------------
Net revenue                      $----         $----        $----          $----

Operating expenses:
  Sales and marketing          516,813        20,204      879,346         72,934
  Product development          428,264       210,533      751,991        210,533
  General and
    administrative
    (including $132,377
    of stock based
    compensation for
    the six months ended
    June 30, 2000 and
    none in 1999)              959,628       348,617    1,541,103        414,894
  Depreciation and
    amortization               140,426         4,004      231,524          6,368
                         -------------------------------------------------------
Total operating expenses     2,045,131       583,358    3,403,964        704,729
                         -------------------------------------------------------

Loss from operations       (2,045,131)     (583,358)  (3,403,964)      (704,729)
Minority interest in
  SolutioNet                     1,810          ----        1,810           ----
Share of loss in eNote
  International - a
  joint venture                300,000          ----      300,000           ----
Interest and other
  income, net                   27,148        40,397       33,861         40,461
Interest expense              (12,500)      (41,723)     (15,111)       (58,325)
                         -------------------------------------------------------
Net loss                  $(2,028,673)    $(584,684) $(3,383,404)     $(722,593)
Preferred stock dividend          ----       740,000         ----        740,000
                         -------------------------------------------------------
Net loss applicable to
  common shareholders     $(2,328,673)  $(1,324,684) $(3,683,404)   $(1,462,593)
                         =======================================================

Basic net loss per
  common share                 $(0.21)       $(0.13)      $(0.35)        $(0.17)

Weighted average common
  shares outstanding        11,078,800     9,887,977   10,566,989      8,750,309

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                        4
<PAGE>

                             eNote.com Inc.
                 Consolidated Statements of Cash Flows
            For the six months ended June 30, 2000 and 1999
                              (Unaudited)
                                                         2000         1999
Cash flows from operating activities:
  Net loss                                       $(3,683,404)   $(722,593)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                     231,524        6,368
    Stock-based compensation                          132,377         ----
    Changes in assets and liabilities:
      Decrease in accounts receivable                    ----       10,274
      Increase in inventory                         (565,185)      (6,640)
      Increase in prepaid expenses and other
        current assets                               (31,614)     (99,760)
      Decrease in investment in eNote
        International - a joint venture               300,000         ----
      Increase in Investment in SolutioNet            (1,810)         ----
      Decrease in security deposits                    27,785         ----
      Decrease in accounts payable and
        accrued expenses                            (232,973)      208,341
      Decrease in other current liabilities             (677)         ----
                                                   ------------------------
Net cash used in operating activities             (3,823,977)    (604,010)
                                                   ------------------------

Cash flows from investing activities:
  Investment in Joint Venture                      (500,000)         ----
  Investment in SolutioNet                              ----    (250,000)
  Purchases of intangibles                          (61,029)     (95,762)
  Purchases of property and equipment              (360,376)    (294,740)
                                                  ------------------------
Net cash used in investing activities              (921,405)    (640,502)
                                                  ------------------------

Cash flows from financing activities:
  Proceeds from issuance of convertible
    debentures                                      500,000       80,000
  Payment of convertible debentures                (80,000)    (121,036)
  Due to bank financing                                ----     (56,382)
  Proceeds from issuance of convertible
    preferred stock and common stock
    warrants                                           ----    5,000,000
  Proceeds from issuance of common stock
    and warrants                                  4,463,878         ----
                                                 ------------------------
Net cash provided by financing activities         4,883,878    4,902,582
                                                 ------------------------

Net Increase in cash and cash equivalents           138,496    3,658,070
Cash and cash equivalents at beginning of
  the period                                        324,392         ----
                                                 ------------------------
Cash and cash equivalents at end of period        $ 462,888   $3,658,070
                                                 ========================

Supplemental disclosure of noncash financing
  activities
    Conversion of convertible notes                $   ----    $ 400,000
    Stock issued to consultants                        ----    1,460,000
                                                 ========================

Preferred stock dividend                           $   ----     $740,000
                                                 ========================


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                        5
<PAGE>
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)    Basis of Quarterly Presentation:
      --------------------------------

The accompanying quarterly financial statements have been prepared in conformity
with generally accepted accounting principles.

The financial  statements of eNote.com Inc. (the "Company") included herein have
been  prepared  by the  Company  pursuant  to the rules and  regulations  of the
Securities and Exchange  Commission  and, in the opinion of management,  reflect
all adjustments which are necessary to present fairly the results for the period
ended June 30, 2000.

Certain  financial  information and footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted  pursuant to such rules and  regulations:  however,
management  believes that the  disclosures  are adequate to make the information
presented not  misleading.  This report should be read in  conjunction  with the
audited  financial  statements and footnotes  therein  included in the Company's
report on Form 10-KSB for the year ended December 31, 1999.

2)    Principles of Consolidation:
      ----------------------------

The  accompanying  consolidated  financial  statements  include  accounts of the
Company and its wholly-owned subsidiaries.  Upon consolidation,  all significant
intercompany  accounts are  eliminated.  The equity method of accounting is used
for  companies  and other  investments  in which  the  company  has  significant
influence,  generally  this  represents  common stock  ownership or  partnership
equity of at least 20% and not more than %50.

3)    Net Loss per Common Share:
      --------------------------

Net loss per common  share for the three and six months  ended June 30, 2000 and
1999 is  based  on the  weighted  average  number  of  shares  of  Common  Stock
outstanding during the periods. Potentially dilutive securities include options,
warrants and convertible preferred stock; however, such securities have not been
included in the  calculations  of loss per common share as their effect would be
antidilutive. Therefore, diluted net loss per share is not presented.

4)    Reclassifications:
      ------------------

Certain reclassifications have been made to the financial statements for the six
months ended June 30, 1999 to conform with classifications used in 2000.

                                        6
<PAGE>

5)    Equity Financing:
      -----------------

On March 13, 2000 the Company  completed a private  placement of a one year, 10%
Subordinated  Convertible  Debenture in the  principal  amount of $500,000.  The
debenture is convertible  into shares of Common Stock of the Company at the rate
of $7.00 per share and may be redeemed at any time by the Company by the payment
of all outstanding principal and accrued interest. The proceeds will be used for
general corporate purposes and funding ongoing product development.

In addition,  during the first and second  quarters of 2000 in connection with a
Regulation  S offering,  the Company  received  and  accepted  subscriptions  to
purchase an aggregate  of 826,660  shares of its Common Stock at $6.00 per share
(the "Shares"), with warrants attached which allowed for the purchase of 413,330
additional shares at an exercise price of $0.01 per share (the "Warrants").  The
Warrants are immediately exercisable. For the six months ended June 30, 2000 the
Company  had  received  an  aggregate  of  $4,963,878  in  connection  with such
placement  as payment in full for 826,660 of the Shares and the  exercise  price
for  413,330  of the  Warrants  which  were  exercised  at $0.01 per share  upon
issuance. $500,000 of the proceeds received in connection with the placement was
paid to the Company's financial consultants.

On March 24, 2000 the Company  entered into a joint  venture  agreement  with an
investor to create an Australian  corporation to  distribute,  market and sell a
localized  version of the TVemail(TM)  System in Australia and New Zealand.  The
Company will have a 50% equity  interest  but will hold a majority  representing
voting control. The terms of the agreement require a $250,000 investment in such
entity by the Company. The Company will use the equity method of accounting (see
note 2) once the joint venture commences operations.

On May 18, 2000 the Company  entered into a joint venture  agreement with Sienna
Invest Limited to create a British Virgin Islands  corporation to seek strategic
opportunities and enter into business relationships to market and distribute the
TVemail(TM) System throughout parts of Europe, the Middle East and North Africa.
Pursuant  to the terms of the joint  venture  agreement  each party  contributed
$500,000 in  consideration  for a 50%  ownership  interest in the jointly  owned
entity.  The  Company  uses the equity  method of  accounting  (see note 2). The
Company's share of loss in eNote International,  a joint venture, is an estimate
based on eNote International's operating budget.

Item 2. Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

      When used in this Report,  press  releases or elsewhere by eNote.com  Inc.
(the  "Company")  and  its  management,  the  words  "believes,"  "anticipates,"
"intends"  and  "expects"  and  similar  expressions  are  intended  to identify
forward-looking  statements  that  involve a number of risks and  uncertainties.
Additionally,  statements  contained in this  discussion that are not historical
are  forward-looking  statements  within  the  meaning  of  Section  27A  of the
Securities  Act of 1933,  as  amended,  and  Section  21E of the  Exchange  Act,

                                        7
<PAGE>

including statements regarding expectations,  beliefs,  intentions or strategies
regarding the future. The Company intends that all forward-looking statements be
subject to the  safe-harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995. These forward-looking statements reflect the Company's views
as of the date  they are made  with  respect  to  future  events  and  financial
performance, but are subject to many risks and uncertainties,  which could cause
the actual results of the Company to differ  materially  from any future results
expressed  or implied by such  forward-looking  statements.  Factors  that could
cause  actual  results  to  differ  materially  or  adversely  include,  without
limitation,  any inability or delay in the  development  or  manufacture  of the
Company's  TVemail(TM) System,  including the in-home TVemail(TM) terminals (the
"Client  Hardware"),  the Company's  proprietary  back-end  server  systems (the
"Server Systems") and the graphical user interface ("GUI"), as well as the other
risks  described in this Report under the caption  "Management's  Discussion and
Analysis or Plan of  Operation--Certain  Trends and  Uncertainties." The Company
does not undertake to update forward-looking statements.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

OVERVIEW

      We  are  a  Delaware   corporation  that  was  formerly  known  as  Webcor
Electronics,  Inc.  ("Webcor").  As a result of a bankruptcy  proceeding,  as of
March 31, 1999, Webcor had no assets, liabilities, or ongoing operations and had
not  engaged in any  business  activities  since  February  1990.  Webcor had no
operations during its fiscal year ended March 31, 1999.

      Webcor acquired Navis Technologies, Ltd., a Vermont corporation ("Navis"),
in a business  combination  transaction on April 5, 1999, whereby Navis became a
wholly-owned  subsidiary  of the Company  (the "Navis  Transaction").  The Navis
Transaction was structured as a reverse  takeover,  or "RTO." In connection with
the Navis Transaction, the stockholders of Navis exchanged their Navis stock for
newly  issued  stock of  Webcor.  Before  the Navis  Transaction,  Webcor had no
assets,  liabilities or business operations and as of January 1, 1999, Navis was
exclusively   dedicated  to  the  development  of  the  TVemail(TM)  System.  No
relationship existed between Webcor and Navis prior to the Navis Transaction and
no funds of Webcor  were  spent to  acquire  the  stock of  Navis.  Navis had no
revenues in 1999 prior to the Navis  Transaction  and the Company had no revenue
generating operations in 1999 or in the three or six months ended June 30, 2000.
Since  the  Navis  Transaction,  the  Company  has been  solely  engaged  in the
development of the  TVemail(TM)  System,  including the Client  Hardware and the
Server  Systems,   establishing   strategic  alliances  and  preparing  for  the
anticipated  commercial  deployment of the  TVemail(TM)  System  starting in the
first quarter of 2001.

      To initially fund  development  activities for the TVemail(TM)  System and
provide  initial working  capital,  the Company raised $5 million as of April 6,
1999 from Friedlander International Limited (the "Friedlander Transaction"). The
Company  has used  this  capital  to  continue  its  development  of the  Client
Hardware,  to install Server Systems to run the TVemail(TM)  System network,  to
complete the GUI, to perform marketing studies,  to produce the preliminary test
Client Hardware units, to identify and develop potential strategic relationships
and  distribution  opportunities  and to fund  legal  and  other  administrative
expenses related to the Navis Transaction and the Friedlander Transaction.

                                        8
<PAGE>

RESULTS OF OPERATIONS

      Our financial  condition  and results from  operations  were  dramatically
different between the second quarter ended June 30, 2000 and 1999. The three and
six month periods ended June 30, 1999 reflect the operations of Navis,  prior to
and immediately following the Navis Transaction and the Friedlander Transaction.
During the three months ended June 30,  1999,  Navis had no revenues.  Operating
expenses were $583,358,  consisting of sales and marketing  expenses of $20,204,
product development expenses of $210,533, general and administrative expenses of
$348,617 and  depreciation  and  amortization  of $4,004.  Interest  expense was
$41,723  resulting in a net loss before  preferred stock dividend of $584,684 or
$0.06 per share.

      The  Company  had no revenues  in the three  months  ended June 30,  2000.
Operating  expenses  increased to $2,045,131 a 251% increase over the comparable
1999 period.  Operating  expenses  consisted of sales and marketing  expenses of
$516,813, a 2,458% increase. The increase in sales and marketing expenses during
the current period is a direct result of the increased  staff  requirements  and
related expenses.

      Product  development  expenses  increased  $428,264, a  103% increase. The
increase in product  development  during the  current  period is a result of the
Company's  effort to continue  development  and  enhancement  of its product.  A
significant  portion of this  increase has resulted  from  additional  staff and
related  expenses  as  well  as  cost  associated  with  outsourced  specialized
progamming.

      General and  administrative  expenses increased $959,628, a 175% increase.
The increase in general and administrative expenses during the current period is
a result  of  increased  staff  requirements  and  related  expenses  as well as
professional  service  relating  to  protection  of the  Company's  intellectual
property.

      Share of loss  in  eNote  International,  a  joint  venture,  increased to
$300,000 from $0. The  Company's   prorata  share  of loss was  estimated  based
upon eNote International's operating budget.

      Depreciation  and  amortization  expenses of $140,426,  a 3,407% increase.
This increase  during the current period is a result of acquisition of equipment
and acquisition costs.

      Interest expense decreased to $12,500, a 70% decrease,  resulting in a net
loss of $2,028,673, a 247% increase.

      The  significant  increase in operating  expenses  reflects the  Company's
continuing  utilization of the capital  provided by the Friedlander  Transaction
and the  subsequent  private  placement in the  development  of the  TVemail(TM)
System  and to  identify  and  develop  potential  strategic  relationships  and
distribution opportunities.

                                        9
<PAGE>
      We had originally anticipated commencing full-scale commercial deployment
of the  TVemail(TM)  System in the United  States  during the second  quarter of
2000, however, due to unanticipated technological challenges with the system, we
no longer anticipate introducing the TVemail(TM) System before the first quarter
of 2001.  This delay means that it is likely that the Company  will not generate
any revenue for the remainder of 2000 through  sales related to the  TVemail(TM)
System.  This  schedule  is subject to many risks and  uncertainties,  including
those set forth in this Report under the caption  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations - "Certain Trends and
Uncertainties" and the Company's  progress towards commercial  deployment of the
TVemail(TM) System may be made at a significantly slower rate, through different
avenues, or not at all.

      During  the  year  ending   December  31,  2000,  we  expect  our  product
development efforts to be focused on the final development and production of the
TVemail(TM)  device and further product  development for subsequent  versions of
the  TVemail(TM)  System  and  other  ancillary  products.  We expect to spend a
significant amount of capital on product development in 2000, however, there can
be no assurance that unanticipated  technical obstacles,  lack of funds, changes
in strategy or other factors will not cause actual product development  expenses
to differ materially from our expectations.

      As of June 30, 2000,  we employed 57 full time  employees.  We  anticipate
hiring a  significant  number of  additional  employees  during the remainder of
2000, which is likely to significantly increase our operating expenses. However,
there can be no assurance that lack of qualified applicants, changes in strategy
or lack of funds will prevent us from hiring additional employees.

      We do  not anticipate generating any  revenue until the TVemail(TM) System
is successfully launched in the United States or internationally through a joint
venture or a  partially-owned  subsidiary.  On March 24, 2000, we entered into a
Joint Venture  Agreement with Seafont Pty. Ltd., an Australian  corporation,  to
create and jointly own an Australian  corporation (the "Australian  Subsidiary")
to market and distribute a TVemail(TM) System in Australia and New Zealand.  The
Company has committed to  contributing  capital up to $250,000 to the Australian
Subsidiary in consideration for the Company's fifty percent ownership  interest.
On May 18, 2000,  we entered into a Joint Venture  Agreement  with Sienna Invest
Limited,  a British  Virgin  Islands  corporation,  to create and jointly own an
entity to seek strategic  opportunities and enter into business relationships to
market and  distribute  the TVemail(TM) System  throughout  parts of Europe, the
Middle East and North Africa. The Company has contributed $500,000 of capital to
the entity in consideration for the Company's fifty percent ownership  interest.
We  plan  on  pursuing  additional  international  opportunities  and  strategic
relationships  to bring localized  versions of the TVemail(TM)  System to market
throughout  the  world's  industrialized  countries.  We may  invest  additional
capital in other  partially or wholly owned foreign  operating  entities.  These
plans are subject to many risks and uncertainties,  including those set forth in
this Report under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Certain Trends and  Uncertainties" and the
Company's  successful  launch in the  United  States or  internationally  may be
delayed or not occur at all.

                                        10
<PAGE>

      The  Company  plans  to  purchase   approximately   $500,000  in  computer
equipment,  lab equipment and development tools in 2000. In the six months ended
June 30,  2000,  we spent  $360,376 on property  and  equipment.  These  capital
outlays could be substantially  greater if the Company decides to handle certain
functions,  such as  manufacturing,  marketing or customer  service  in-house as
opposed to contracting them out.

      Liquidity and Capital Resources

      We have funded our business  through the  issuance of debt and equity.  We
raised  $5,000,000  through the Friedlander  Transaction.  On March 13, 2000, we
raised an  additional  $500,000  through the  issuance of a one-year ten percent
subordinated  convertible  debenture in an offshore transaction to Seafont, Pty.
Ltd., an Australian  corporation.  This debenture is convertible  into shares of
Common  Stock at an  initial  conversion  rate equal to one share for each $7 of
principal converted.

      Also,  during the first and start of the second  quarter of 2000,  we have
received and accepted  subscriptions  from various European entities to purchase
in a  Regulation  S offering an  aggregate  of 826,660  shares of the  Company's
Common Stock (the  "Shares") and  approximately  413,330  Common Stock  Purchase
Warrants  with an  exercise  price of $0.01  per  share  (the  "Warrants").  The
Warrants are immediately exercisable. For the six months ended June 30, 2000 the
Company  had  received  an  aggregate  of  $4,963,878  in  connection  with such
placement  as payment in full for 826,660 of the Shares and the  exercise  price
for  413,330  of the  Warrants  which  were  exercised  at $0.01 per share  upon
issuance. $500,000 of the proceeds received in connection with the placement was
paid to the Company's  financial  consultants.  The Company  anticipates that it
will need to raise significant capital during 2000 to carry out its plan through
additional issuances of debt and equity. However, there can be no assurance that
the Company will raise any additional capital.

     As of June 30, 2000, the Company's balance of  cash  and  cash  equivalents
was  $462,888.  The Company  believes  that its current  capital  resources  are
insufficient  to complete the  development  and  finalization of the TVemail(TM)
System and launch the TVemail(TM) System in the United States, which the Company
expects to occur during the first  quarter of 2001.  In order for the Company to
complete the development and finalization of the TVemail(TM) System,  launch the
TVemail(TM)  System in the United States,  begin ongoing mass  production of the
Client  Hardware  or to initiate  sales and  marketing  efforts  relating to the
TVemail(TM)  System,  the  Company  will have to raise  substantial  amounts  of
additional  capital  through  public or private  debt or equity  financing.  The
Company is in the process of trying to obtain additional financing. There can be
no  assurance  that the  Company  will be able to raise such  funds,  and, if it
cannot, its business may be materially and adversely affected.

      While  the  Company   currently  plans  to  commence   deployment  of  its
TVemail(TM)  device  and its  TVemail(TM)  System in the first  quarter of 2001,
there can be no assurance  that  difficulties  in product  development,  network
development,  manufacturing or financing, changes in technology or other factors
will not delay the launch date or prevent such launch altogether.

      On August 3, 2000 we borrowed  $100,000,  in  consideration for a 14% Note
due December 1, 2000,  from  Friedlander  Capital  Management  Corp.,  an entity
controlled  by  Burton  G. Friedlander.  Mr.  Friedlander  exercises  voting and
investment  control  over  securities convertible  into approximately 41% of our
outstanding Common Stock.

                                        11
<PAGE>
      Certain Trends and Uncertainties

      In  addition  to the other  information  contained  in this Report on Form
10-QSB for the quarter  ending June 30, 2000,  the following  factors  should be
considered carefully.

         RISKS RELATING TO THE COMPANY'S NEED FOR ADDITIONAL FINANCIAL RESOURCES

Need for Additional Funds

      We  believe  our  existing   capital  is   insufficient  to  finalize  the
development  of the  Client  Hardware,  install  the  Server  Systems to run the
TVemail(TM)  System network,  to complete the GUI, to complete pilot testing and
to initially launch the TVemail(TM)  System.  We anticipate that we will have to
raise  substantial  additional  capital in order to complete such  endeavors and
once such  endeavors are  completed,  to continue mass  production of the Client
Hardware and initiate  widespread  sales and marketing  efforts  relating to the
TVemail(TM)  System  service.  We currently  intend to seek  additional  funding
through  public  or  private  financings,  which  may  include  debt  or  equity
financings.   Adequate  funds  for  these  purposes,  whether  obtained  through
financial markets or collaborative or other arrangements with corporate partners
or from other sources,  may not be available when needed or on terms  acceptable
to the  Company.  Insufficient  funds may  require us to:  delay,  scale back or
eliminate some or all of our research and product development programs;  license
to third parties our technology to commercialize  products or technologies  that
the Company would otherwise seek to develop itself; to sell ourselves to a third
party; to cease operations; or to declare bankruptcy.

      If we raise additional funds through the issuance of debt securities,  the
holders of the debt  securities  will have a claim to the Company's  assets that
will be prior to any claim of the stockholders.  Interest on any debt securities
could  increase our costs and  negatively  impact our operating  results.  If we
raise  additional  funds through the issuance of preferred  stock,  the terms of
such preferred  stock may provide that the holders of such  preferred  stock are
entitled to receive dividends and/or distributions upon liquidation prior to the
holders of Common Stock.  Furthermore,  any such preferred  stock may have class
voting rights,  conversion features and/or antidilution protections of which the
Common Stock does not have the benefit. If we raise additional funds through the
issuance of Common Stock or  securities  convertible  into or  exchangeable  for
Common  Stock,   the  percentage   ownership  of  the  Company's   then-existing
stockholders  will decrease.  In addition,  any such convertible or exchangeable
securities may have rights,  preferences  and  privileges  more favorable to the
holders  than  those of the  Common  Stock.

                                        12
<PAGE>

Subordination   of  Common   Stock  to  Preferred   Stock;   Risk  of  Dilution;
Anti-Dilution Adjustments.

      In the event of the liquidation, dissolution or winding up of the Company,
the Common Stock is expressly  subordinate to the $5 million preference of the 5
million  outstanding  shares of  Preferred  Stock.  The  conversion  rate of the
Preferred Stock is subject to adjustment,  among other things, upon issuances of
Common Stock or securities  convertible  into Common Stock or rights to purchase
Common Stock that have not been  expressly  approved in writing by a majority in
interest of the holders of Preferred Stock or their elected representatives.  As
of June 30, 2000, each share of Preferred Stock was convertible  into 1 share of
Common Stock.

Need for and Dependence on Qualified Personnel.

      Our  success  is highly  dependent  on the  hiring  and  retention  of key
personnel  and  technical  staff.  The loss of key  personnel  or the failure to
recruit necessary  additional  personnel or both could impede the achievement of
development objectives.  There is intense competition for qualified personnel in
the areas of the  Company's  activities,  and there can be no assurance  that we
will be able to attract and retain the  qualified  personnel  necessary  for the
development of our business.  Many of our competitors have significantly greater
financial and other resources than we do and may be able to offer more lucrative
compensation   packages  which  include  stock  options  and  other  stock-based
compensation and higher-profile employment opportunities.

                 RISKS  RELATING  TO THE  COMPANY'S  OPERATIONSAND  TECHNOLOGIES

Limited Operating History; Recent Shift in Business Strategy.

      Immediately  prior to the  acquisition  of Navis  on  April 5,  1999,  the
Company had no business  operations.  Navis  itself was founded in June 1996 and
until the fourth quarter of 1998 supplied  infra-red protocol and advanced input
devices to NC  manufacturers  and provided  contract  engineering and consulting
services.  However,  Navis' revenues from operations never exceeded  $703,000 in
any given  year.  During  1998,  Navis  shifted its  business  emphasis to focus
entirely on the  development of the TVemail(TM)  System service.  We have yet to
launch the  TVemail(TM)  System service  commercially  or to receive any revenue
from such service.  As a result,  we have only a limited  operating  history and
there is little  historical  information  on which to evaluate  our business and
prospects.  Our revenue,  if any, for the foreseeable  future is almost entirely
dependent on successfully  bringing the TVemail(TM) System service to market and
on the number of  customers,  if any, who  subscribe to the  TVemail(TM)  System
service  after the launch of the  service.  We  continue to be  confronted  with
unexpected  technical  challenges that have delayed our anticipated  launch date
until the first quarter of 2001. There can be no assurance that we will overcome
these technical  challenges,  not be delayed by additional  unexpected technical
challenges or ever be successful in bringing the  TVemail(TM)  System service to
market.

      Once the basic TVemail(TM) System service is marketed,  if ever, we intend
to expand our  operations  by  developing  and  marketing  new or  complementary
services or systems.  However, there can be no assurance that we will be able to
do so effectively.  Although we believe that, in the future,  we will be able to
use the  TVemail(TM)  System service as a platform to provide e-mail related and
other services, there can be no assurances that we will be able to do so.

                                        13
<PAGE>
The Company  Depends on its  Intellectual  Property,  Which May Be  Difficult
and Costly to Protect.

      Our   intellectual   property   includes   proprietary  and   confidential
information  that is not  currently  subject  to  patent,  trademark  or similar
protection. The Company has filed federal trademark applications to register the
trademarks  "TVemail,"  "eNote.com,"  "eNote Europe," "eNote Europe.com," "eNote
Australia," "eNote Australia.com,"  "MyGizmo," "TVGizmo," "NetGizmo," "PCemail,"
"WebATM,"  "Browserless  Internet,"  "BuyMail,"  "TVewriter," "EZ Color," "eNote
International.com,"   "Get  Connected..   Simply,"  "Simply   Communicate,"  and
"TVemail.. The Answering Machine for the Internet," however, the Company may not
be  able  to  secure  significant  protection  for  these  trademarks.   If  our
competitors or others adopt product or service names similar to the names listed
above  that we  anticipate  using,  it may impede  our  ability  to build  brand
identity  and  customer  loyalty.  We  rely  primarily  on  secrecy  to  protect
technology, especially where patent protection is not believed to be appropriate
or  obtainable.  No  assurance  can be given that others will not  independently
develop  substantially  equivalent  proprietary  information  and  techniques or
otherwise gain access to our trade secrets,  or that we can effectively  protect
our rights to unpatented trade secrets.

      The   validity,   enforceability   and  scope  of  protection  of  certain
proprietary  rights  in  Internet-related  businesses  are  uncertain  and still
evolving.  If  unauthorized  third  parties  are able to copy our service or our
business  model or to use our  confidential  information  to  develop  competing
services, we could lose customers and our business could be negatively impacted.
We may not be able to  effectively  police  unauthorized  use of our  technology
because such  policing is difficult and  expensive.  In  particular,  the global
nature of the Internet makes it difficult to control the ultimate destination or
security of software or other data transmitted.  Furthermore,  the laws of other
countries may not adequately protect our intellectual property.

      Our business  activities and the  TVemail(TM)  System service may infringe
upon the  proprietary  rights of others.  In addition,  other parties may assert
infringement  claims  against the  Company.  Any such  claims and any  resulting
litigation could subject us to significant  liability for damages and could also
result in invalidation of our proprietary  rights. We could be required to enter
into costly and burdensome  royalty and licensing  agreements.  These agreements
may not be available on acceptable terms, or may not be available at all. We may
also need to file lawsuits to defend the validity of our  intellectual  property
rights  and  trade  secrets,  or to  determine  the  validity  and  scope of the
proprietary  rights of others.  Litigation is expensive and  time-consuming  and
could divert management's attention away from our business.

Technology Licensed From Third Parties.

      We have entered into agreements with, and have licensed certain technology
from, third parties. The Company has relied on scientific, technical, commercial
and  other  data  supplied  and  disclosed  by  others in  entering  into  these
agreements  and will rely on such data in  support  of  development  of  certain

                                        14
<PAGE>
products.  Furthermore,  we believe that we will license additional technologies
from third  parties in the future.  Although  we have no reason to believe  that
this information  contains errors of omission or fact, there can be no assurance
that there are no errors of  omission or fact that would  materially  affect the
commercial viability of these products.

Rapid Technological Change, Customer Demands and Intense Competition.

      The e-mail service market is characterized by rapidly changing technology,
customer  demands  and  intense  competition.  If we cannot keep pace with these
changes,  our  TVemail(TM)  System  service could become  uncompetitive  and its
business  could suffer.  If we are not  successful  in developing  and marketing
enhancements to the  TVemail(TM)  System service or new services that respond to
technological  change or customer  demands,  our business may be materially  and
adversely effected.

      The  competitive  market for e-mail  and online  service  access may limit
demand or pricing for the TVemail(TM)  System.  We expect to experience  intense
competition  from established  online service  providers such as America Online,
Inc., Prodigy Communications  Corporation and Microsoft  Corporation's WebTV(TM)
as well as competition  from Internet  appliance  manufactures  such as Sony and
Netpliance.  Many  companies  provide e-mail and online service access and other
services,  which  provide  functionality  superior  to  those  included  in  the
TVemail(TM) System. As a result of this competition,  demand for the TVemail(TM)
System may suffer,  we may be  restricted in the service rates we can charge for
the  TVemail(TM)  System and our  business,  financial  condition and results of
operations may be adversely affected. Many of our competitors have significantly
greater  financial,  technical,  marketing,  distribution,  customer support and
other  resources  than  we  do.  Furthermore,   many  of  our  competitors  have
significantly  greater  experience,  better name  recognition,  more  compelling
content and easier access to consumers, advertisers and online service providers
than we do.

Management of Growth.

      Our ability to  implement  our  business  plan  successfully  in a new and
rapidly-evolving  market will require effective  planning and growth management.
If we cannot  manage  our  anticipated  growth  effectively,  our  business  and
financial  results may suffer.  We plan on  expanding  our  existing  operations
substantially.  Although we anticipate outsourcing manufacturing and procurement
and limited components of marketing and technical services,  we may be forced to
expand our manufacturing,  sales and marketing and technical support.  We expect
that we will need to manage and broaden multiple  relationships  with customers,
on line providers and other third  parties.  We also expect that we will need to
expand our financial systems,  procedures and controls and will need to augment,
train and manage our workforce,  particularly our information  technology staff.
As a result,  our management and operating systems may be strained by any growth
and the Company may be unable to timely complete  necessary  improvements to its
operating systems, procedures and controls to support future operations.

                                        15
<PAGE>
Capacity Constraints May Impede Revenue Growth and Profitability.

      We believe that satisfactory performance,  reliability and availability of
our  TVemail(TM)  System  appliances and Server Systems  infrastructure  will be
critical  to the  Company's  reputation  and  ability to attract  customers  and
maintain adequate customer service levels. Any significant or prolonged capacity
constraints  could delay or prevent  customers from sending or gaining access to
their documents or other data or services.  Such constraints  could decrease our
ability to acquire  and  retain  customers  and  prevent us from  achieving  the
necessary growth in revenue to achieve  profitability.  If the amount of traffic
increases  substantially and we experience capacity constraints,  we may need to
spend  significant  amounts to expand and  upgrade  our  technology  and network
infrastructure.  Furthermore,  we may be unable to predict the rate or timing of
any increases in the use of its services in order to respond in a timely manner.

Systems Failures and Business Interruptions Which Would Harm our Business.

     Our success will depend in part on the efficient and reliable  operation of
TVemail(TM)   System  service  sufficient  to  accommodate  a  large  number  of
subscribers.  We intend to locate our  Server  Systems  at  multiple  sites with
redundant functions in order to reduce the risks of system failure, however, the
Server   Systems   are   vulnerable   to   damage   from   fire,   power   loss,
telecommunications  failures,  break-ins and other events,  which could lead to:
interruptions  or delays  in our  service;  loss of data;  or the  inability  to
accept,  transmit and confirm  customer  documents and data. Our business may be
materially adversely effected if its service is interrupted.  Although we intend
to  implement  network  security  measures,  our  systems may be  vulnerable  to
computer viruses,  electronic break-ins,  attempts by third parties deliberately
to exceed the  capacity of the systems  and  similar  disruptions,  any of which
could have a material adverse effect on our business.

                     RISKS RELATING TO THE INTERNET AND ONLINE COMMERCE

Privacy Concerns May Discourage Customers From Using The Company's Services.

     Concerns over the security of online  transactions and the privacy of users
may inhibit the growth of the Internet as a means of  delivering  documents  and
data. We may need to incur significant expenses and use significant resources to
protect against the threat of security breaches or to alleviate  problems caused
by such breaches. We plan to rely on encryption and authentication technology to
provide  secure  transmission  of  confidential  information.  If  our  security
measures do not prevent security  breaches,  we could suffer  operating  losses,
damage  to our  reputation,  litigation  and  possible  liability.  Advances  in
computer  capabilities,  new  discoveries in the field of  cryptography or other
developments  may  result  in a  compromise  or  breach  of our  encryption  and
authentication technology and could enable an outside party to steal proprietary
information or interrupt its operations.
Government  Regulation  and Legal  Uncertainties  Relating  to the  Internet
Could Harm our Business.

      Changes in the regulatory  environment could negatively impact our ability
to  generate  revenues  and  increase  our  expenses.  The  Internet  is largely
unregulated and the laws governing the Internet remain unsettled,  even in areas

                                        16
<PAGE>

where there has been some  legislative  action.  It may take years to  determine
whether and how existing  laws such as those  governing  intellectual  property,
privacy and taxation apply to the Internet.  In addition,  because of increasing
popularity and use of the Internet,  any number of laws and  regulations  may be
adopted with respect to the Internet or other online  services  covering  issues
such as: user privacy;  security;  pricing; content;  copyrights;  distribution;
taxation;  and characteristics  and quality of services.  Such regulations could
impose  additional  costs or  interdicts on our  activities,  which could have a
material adverse effect.

If the Internet Infrastructure Fails, Our Business May Suffer.

      We cannot be certain that the  infrastructure  or  complementary  services
necessary to maintain the  Internet as a useful,  convenient  or secure means of
transferring   documents  and  data  will  continue  to  develop.  The  Internet
infrastructure  may not support the demands that growth may place on it, and the
performance  and  reliability  of the Internet  may decline,  which could have a
material  adverse  effect on our business.  The Company  Depends on  Third-Party
Providers of Internet and Telecommunications Service.

      Our   operations   depend  on  third  parties  for  Internet   access  and
telecommunications.  Frequent or prolonged interruptions of these services could
result in significant losses of revenues.  These types of occurrences could also
cause users to perceive our products as not  functioning  properly and therefore
encourage them to use other methods to deliver and receive information.  We have
limited  control over these third parties and there can be no assurance  that we
will be able to maintain relationships with them on acceptable commercial terms.
Nor can there be any  assurance  that the quality of services  that they provide
will  remain  at  the  levels  needed  to  enable  us to  conduct  our  business
effectively.  Each of these third parties has likely experienced  outages in the
past, and could experience outages,  delays and other difficulties due to system
failures unrelated to the Company's systems.

Costs of Transmitting Documents and Data Could Increase.

      The cost of  transmitting  documents  and data  over  the  Internet  could
increase,  and the Company may not be able to increase  its prices to cover such
rising costs. Several  telecommunications  companies have petitioned the Federal
Communications  Commission to regulate Internet and on-line service providers in
a manner similar to long distance  telephone  carriers and to impose access fees
on such  providers.  Also,  foreign  laws and  state  tax  laws and  regulations
relating to the provision of services over the Internet are still developing. If
individual states impose taxes on services provided over the Internet,  our cost
of providing TVemail(TM) and other services may increase.

                                        17
<PAGE>
                          PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.

Not applicable.

Item 2. Changes in Securities.

During the six  months  ended  June 30,  2000,  we have  received  and  accepted
subscriptions  for 826,660  shares of Common Stock at a purchase  price of $6.00
per share and 413,330 Common Stock  Purchase  Warrants with an exercise price of
$0.01 per share. For the six months ended June 30, 2000 the Company had received
an aggregate of $4,963,878 in connection with such placement.

The Common Stock and Common Stock Purchase  Warrants were issued in transactions
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended, and Regulation S promulgated thereunder.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

On June 22,  2000,  we held our  Annual  Meeting of  Stockholders.  Our Board of
Directors  solicited  proxies for the matters to be voted on at the meeting.  At
the  meeting,  out of the  outstanding  shares  legally  entitled to vote at the
meeting,  10,241,800  shares of Common  Stock  (92.9%) and  5,000,000  shares of
Preferred  Stock (100%) were present in person or by proxy.  Two directors  were
re-elected  to the  Company's  Board to serve until the 2003 Annual  Meeting.  A
listing of those directors follows:

Name                 Votes For  Votes Against/Withheld   Abstentions
----                 ---------  ----------------------   -----------
James Bowman         15,084,678         151,922          5,200
Victor Reichenstein  15,084,500         152,100          5,200

A proposal to table the vote on the  Amendment to the Company's  Certificate  of
Incorporation  to  increase  the  number of  authorized  shares  of  Common  and
Preferred  Stock until such future time as  determined by the Board of Directors
was unanimously passed by all 15,241,800 shares represented at the Meeting.

A proposal to approve the 1999 Non-Employee  Directors' Stock Option Plan passed
by a vote of 13,518,305 to 161,128 with 1,562,367 votes  abstaining.  A proposal
to approve  the 2000  Incentive  Stock Plan  passed by a vote of  13,519,023  to
160,185 with 1,562,592 votes abstaining.

A  proposal  to ratify  the  selection  of  Deloitte  & Touche  LLP  independent
certified  public  accountants,  as  auditors of the Company for the year ending
December  31,  2000 was  passed  by a vote of  15,240,000  to 825 with 975 votes
abstaining.

Item 5. Other Information.

Not applicable.

                                        18
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a)   Exhibits
                                  EXHIBIT TABLE

  Exhibit No.    Description

      3(a)       Amended and Restated Certificate of Incorporation **

      3(b)       Amended By-laws **

      4.1        Certificate of Powers, Designations,  Preferences and Rights of
                 the Convertible  Preferred  Stock, par value $.01 per share, of
                 the Company.*

      4.2        Common Stock Purchase Warrant dated April 6, 1999
                 between the Company and Friedlander International
                 Limited. *

      4.3        1-Year  18  Percent  Convertible  Debenture  due May 3, 2000 of
                 Navis in principal amount of $200,000. **

      4.4        1-Year  18  Percent  Convertible  Debenture  due May 3, 2000 of
                 Navis in principal amount of $250,000. **

      4.5        $50,000 Convertible promissory note of Navis, issued
                 January 8, 1999. **

      4.6        1-Year 12 Percent  Convertible  Debenture due March 23, 2000 of
                 Navis in principal amount of $100,000. **

      4.7        12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated April 7, 1998 in principal amount of
                 $50,000, payable on demand. **

      4.8        12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated April 28, 1998 in principal amount
                 of $18,000, payable on demand. **

      4.9        12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated May 4, 1998 in principal amount of
                 $7,500, payable on demand. **

      4.10       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated May 14, 1998 in principal amount of
                 $28,000, payable on demand. **

                                        19
<PAGE>
      4.11       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated May 28, 1998 in principal amount of
                 $5,200, payable on demand. **

      4.12       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated June 11, 1998 in principal amount of
                 $10,000, payable on demand. **

      4.13       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated June 25, 1998 in principal amount of
                 $500, payable on demand. **

      4.14       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated January 27, 1999 in principal amount
                 of $6,000, payable on demand. **

      4.15       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated January 31, 1999 in principal amount
                 of $56,948, payable on demand. **

      4.16       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated February 2, 1999 in principal amount
                 of $5,000, payable on demand. **

      4.17       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated February 5, 1999 in principal amount
                 of $5,000, payable on demand. **

      4.18       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated February 23, 1999 in principal
                 amount of $5,000, payable on demand. **

      4.19       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated March 4, 1999 in principal amount of
                 $20,000, payable on demand. **

      4.20       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated March 5, 1999 in principal amount of
                 $1,000, payable on demand. **

      4.21       12% Promissory Note of Navis Technologies, Ltd. to John
                 R. Varsames, dated March 23, 1999 in principal amount
                 of $5,500, payable on demand.**

                                        20
<PAGE>
      4.22       12% Convertible Debenture to Lance Murdock due May 3,
                 2000 in principal amount of $30,000.***

      4.23       12% Convertible Debenture to Robert Francis Corvino due
                 May 3, 2000 in principal amount of $50,000.***

      4.24       10% Subordinated Convertible Debenture to Seafont Pty.
                 Ltd., due March 13, 2001 in principal amount of
                 $500,000.***

      4.25       Form of Common Stock Purchase Warrant for March/April
                 2000 European Stock Placement.***

     10.13       Agreement dated December 30, 1999 between Navinet and
                 the Company.***

     10.14       1999 Non-Employee Directors' Stock Option Plan.***

     10.15       Note (Debenture) Purchase Agreement dated March 13,
                 2000 by and between Seafont Pty. Ltd. and the
                 Company.***

     10.16       Form of Common Stock Purchase Agreement for March/April
                 2000 European Stock Placement.***

     10.17       2000 Stock Incentive Plan.***

     10.18       Joint Venture Agreement dated as of March 24, 2000
                 between Seafont Pty. Ltd and the Company.***

     10.19       Service and Private Label  Agreement dated as of March 20, 2000
                 between the Company and CoolEmail.com, Inc.***

     10.20       Memorandum of Understanding dated as of March 24, 2000
                 between the Company and Cesky Telecom a.s.***

     10.21       Joint Venture Agreement dated as of May 18, 2000 between Sienna
                 Invest Limited and the Company.

     10.22       14% Note due December 1, 2000 payable to Friedlander
                 Capital Management Corp. in the principal amount of
                 $100,000

       27        Financial Data Schedule

                                        21
<PAGE>


* Previously filed with, and incorporated by reference to, the Company's Current
Report on Form 8-K filed April 20, 1999.

** Previously  filed with, and  incorporated by reference to, the Company's Form
10-KSB filed September 22, 1999.

*** Previously  filed with, and incorporated by reference to, the Company's Form
10-KSB filed April 28, 2000.

(b) Reports on Form 8-K.
   Not applicable.

                                        22
<PAGE>



                                   SIGNATURES
In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.
                                   eNote.com Inc.
                  ------------------------------------------------
                                    (Registrant)

August 14, 2000                 /s/ John R. Varsames
                  ------------------------------------------------
                                 John R. Varsames,
                       President and Chief Executive Officer
                           (Principal Executive Officer)

August 14, 2000               /s/ Michael T. Grennan
                  ------------------------------------------------
                                 Michael T. Grennan,
                  Treasurer, Secretary and Chief Financial Officer
                     (Principal Financial Officer and Principal
                                 Accounting Officer)



                                        23
<PAGE>


                                                                   EXHIBIT 10.21

                             JOINT VENTURE AGREEMENT


       This  Agreement  dated  as of May  18th,  200 (the  "Agreement"),  by and
between  Sienna Invest  Limited,  a company  incorporated  under the laws of the
British Virgin Islands,  having its principle  address at Mill Mail, P0 Box 964,
Road Town,  Tortola,  British  Virgin Islands  ("Sienna") and eNote.com  Inc., a
corporation  incorporated  under the laws of the State of  Delaware,  having its
principal  office  at 185  Allen  Brook  Lane,  Williston,  Vermont  05495,  USA
("eNote").

                                   WITNESSETH:

       WHEREAS,  eNote has  designed,  developed  and is marketing in the United
States an Internet appliance  including a wireless keyboard and set-top box (the
"Client") to permit users to access via a telephone line and view via television
e-mail and selected Internet web pages ("TVemail(TM)").

       WHEREAS,  eNote  has  designed,  engineered  and  developed  a system  of
software and hardware to implement TVemail(TM).  This system is comprised of the
TVemail(TM) appliances, including the wireless keyboard and set-top box, eNote's
proprietary software (including,  but not limited to, all Object Code and Source
Code in whatever  form),  eNote's  proprietary  client/server  architecture  and
database  (the   "Backbone"),   together   with  all  new  versions,   upgrades,
alterations,  localizations  and other  modifications  and  improvements  to the
TVemail(TM)  and  Backbone  and any  component  thereof,  and  instructions  and
documentation  provided  as a unit  therewith  (collectively,  the  "TVemail(TM)
System").

       WHEREAS,  Sienna  and  its  Affiliates  have  strategic  connections  and
business expertise in the Territory (as defined herein).

       WHEREAS,  eNote  and  Sienna  (collectively,  the  "Parties"  and  each a
"Party")  desire to enter into a  relationship  and this  Agreement  to create a
corporation,  incorporated  under the laws of the British Virgin Islands ("eNote
International.com")  to seek  strategic  opportunities  and enter into  business
relationships  to market and distribute the  TVemail(TM)  System  throughout the
Territory.

       WHEREAS,  eNote  International.com  shall enter into joint  ventures  and
create subsidiaries  ("Operating Entities") in various jurisdictions  throughout
the Territory.

       WHEREAS,  neither  Sienna,  eNote  International.com  nor  any  Operating
Entities  will engage in any  business  involving  TVemail(TM)  or an  analogous
product outside the Territory.

       WHEREAS,  eNote  International.com  shall  initially be owned  equally by
Sienna and eNote.

       WHEREAS,  eNote shall provide to each of the Operating Entities a version
of the  TVemail(TM)  System,  localized to operate in the  applicable  countries
throughout the Territory covered by each respective Operating Entity.


<PAGE>




       WHEREAS,  eNote shall perform all work  associated  with the  TVemail(TM)
System and any localized  version  thereof and no alterations  or  modifications
shall be made to the TVemail(TM) System or any component thereof, including, but
not limited to any changes  regarding power supply,  modem approval or telephony
interface, except at the direction of eNote.

       WHEREAS, eNote shall enter into a License,  Technical Assistance,  Supply
and  Distribution  Agreement  with  each  Operating  Entity  to  effectuate  the
objectives of this Agreement.

       WHEREAS,  each Party shall contribute an equal amount of capital to eNote
International.com as provided for herein.

       WHEREAS,  eNote  International.com  shall distribute its interests in the
various Operating Entities to Sienna and eNote as provided for herein.

       WHEREAS,  eNote  International.com  and eNote shall enter into consulting
agreements  (the  "Consulting  Agreements")  with eNote  Europe.com,  an English
corporation,   pursuant  to  which  eNote  Europe.com  shall  provide  strategic
consulting services to eNote International.com and eNote.

       NOW, THEREFORE, the Parties hereby agree as follows:

                                    ARTICLE I
                                   Definitions

       The following terms shall,  for the purposes of this Agreement,  have the
following meanings, except as otherwise expressly provided herein (terms defined
in the singular or the plural  include the plural or the  singular,  as the case
may be):

       1.1  "Affiliate"  shall mean,  as to any Person,  any other  Person that,
directly or indirectly, controls, is under common control with, or is controlled
by, that Person. For purposes of this definition, "control" (including, with its
correlative  meanings,  the terms  "controlled  by" and  "under  common  control
with"), as used with respect to any Person, shall mean the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of such Person,  whether through the ownership of voting securities
or by contract or otherwise.

       1.2 "Agreement" shall mean this Agreement and any Schedules, Exhibits and
Certificates attached to this Agreement.

       1.3 "Backbone" shall have the meaning set forth in the whereas clauses to
this Agreement.

1.4 "Board of Directors"  shall mean the Board of Directors (or its  equivalent)
of eNote International.com.

       1.5  "Business"  shall  have the  meaning  given to that term in  Section
2.1(a).

                                        2


<PAGE>




       1.6   "Business Day" shall mean any day on which commercial banks are not
authorized or required to close in New York, New York, U.S.A. or London,
England.

       1.7   "Closing" shall have the meaning set forth in Section 11.1 hereof.

       1.8   "Closing Date" shall mean that date identified in Section 11.1
hereof

       1.9   "Competitor"   shall  mean  an  entity  which  is  engaged  in  the
development,  design, or distribution of an Internet  appliance  offering e-mail
and web browsing  capabilities  using the  television as the display  device for
such activities.

       1.10  "Distributable  Cash"  shall  mean,  with  respect to any  relevant
period,  "positive  cash  flow"  (determined  by  deducting  from cash flow from
operating  activities the sum of cash used in investing  activities and payments
under  capital  lease  obligations,  as  reflected  on a statement of cash flows
prepared in accordance with U.S. generally accepted  accounting  principles) but
excluding  funds from  capital  contributions  or loans and further  excluding a
reserve,  in an amount  reasonably  determined  by the Board of Directors in its
business  judgment  to  be  necessary  or  appropriate  for  cash  disbursements
including,  but not limited to, provision for the payment of all outstanding and
unpaid current obligations of eNote International.com as of such time.

       1.11  "Effective  Date"  shall  have the  meaning  given to that  term in
Section 8.1.

       1.12  "eNote  International.com"  shall mean that  entity  which is to be
formed prior to Closing,  which shall be a corporation  organized under the laws
of the British Virgin Islands,  which shall conduct the Business and which shall
be owned and operated, directly or indirectly, by the Parties in accordance with
this Agreement.

       1.13 "eNote's  Proprietary  Technology"  shall mean and include the eNote
brand, the TVemail(TM)  System,  any component thereof or any of the technology,
software,  trade secrets,  trademarks,  trademark applications,  patents, patent
applications,  instruction  manuals,  installation manuals or other intellectual
property.

       1.14  "Governmental  Body" shall mean any  domestic or foreign  national,
state or municipal or other local government or multi-national  body (including,
but not limited to, the European Union), any subdivision,  agency, commission or
authority  thereof,  or any  quasi-governmental  or private body  exercising any
regulatory authority thereunder.

       1.15  "License  Agreement"  shall have the meaning  given to that term in
Section 7.1.

       1.16  "Marks" shall have the meaning set forth in Section 7.4 hereof

       1.17  "Object  Code"  shall  mean:  (i)  machine  executable  programming
instructions,  substantially  in binary form,  which are intended to be directly
executable by an operating  system after suitable  processing  and linking,  but
without the intervening steps of compilation or




                                        3


<PAGE>




assembly; or (ii) other executable code (e.g., programming instructions written
in procedural or interpretive languages).

       1.18 "Person" shall mean an individual, sole proprietorship, corporation,
partnership,  limited  partnership,  limited liability  company,  joint venture,
trust, unincorporated organization, mutual company, joint stock company, estate,
union, employee organization, bank, trust company, land trust, business trust or
other  organization,  or a  Governmental  Body,  or their  equivalent  under the
applicable legal system.

       1.19 "Source Code" shall mean the human  readable form of Object Code and
related  system  documentation,  including  comments,  procedural  language  and
material  useful  for   understanding,   implementing   and   maintaining   such
instructions  (for  example,  logic  manuals,  flow  charts  and  principles  of
operation).

       1.20  "Territory" shall mean all of the countries listed on Exhibit A.

       1.21 "Transfer" shall mean the direct or indirect sale, transfer, pledge,
assignment  or  other  disposition  of  or  mortgage,  hypothecation,  or  other
encumbrance or permitting or suffering of any  encumbrance of all or any part of
the equity interests in eNote lntemational.com; provided, however, that the term
"Transfer"  shall  not  include  the  pledge  of all or any  part of the  equity
interest in eNote  lnternational.com  held by a Party to secure  indebtedness of
such Party owing to a lender so long as such lender agrees and  acknowledges  in
writing,  as part of such  pledge,  that the  interests  of such lender are, and
shall at all times be,  subject to the terms and  conditions of this  Agreement,
and that such pledge (and the rights of the lender) is at all times  subordinate
to the  rights of the other  Party  pursuant  to this  Agreement.  No lender may
foreclose on a pledge without complying with the provisions of Section 9.3.

       1.22  "TVemail(TM)"  shall  have the  meaning  set  forth in the  whereas
clauses to this Agreement.

       1.23 "TVemail(TM) System" shall have the meaning set forth in the whereas
clauses to this Agreement.

                                   ARTICLE II
                         Purpose and Scope of Agreement

       2.1   Purpose.

       (a) Sienna and eNote jointly  undertake  through eNote  International.com
to: seek out, create and enter into strategic  relationships  and joint ventures
with local entities  throughout the Territory and create  Operating  Entities to
market and distribute,  only within the Territory, an internet appliance product
similar to the TVemail(TM)  product which is being offered by eNote to consumers
in the United States (the "Business").






                                        4


<PAGE>




       (b) The joint business  relationship between Sienna and eNote will permit
the parties to leverage the concept and technical innovations of the TVemail(TM)
System and Sienna's expertise and experience within the Territory.

       (c) Except as explicitly set forth in this Agreement,  neither Sienna nor
eNote (or their respective Affiliates) shall have any obligation to the other to
conduct   business   exclusively   with  the  other  Party,  to  offer  business
opportunities  to the other party or to refrain from  competition  in any manner
whatsoever  regardless  whether the Parties are jointly  engaged in (or may also
engage in) a particular activity at a particular time.

       2.2   No Partnership.

       Nothing in this  Agreement  shall be  construed  as creating  between the
Parties  a  partnership,  fiduciary  or other  similar  relationship  or a joint
venture except as expressly provided for herein. Nothing in this Agreement shall
create or imply any exclusive relationship or any obligation to inform the other
Party, offer to the other Party (or eNote  International.com)  or to include the
other Party in any  opportunity  which may be available to one of the Parties in
the future,  regardless of the  relationship  between such  opportunity  and the
Business.

       2.3   Overall Conduct of Business.

       (a)      The Business shall be conducted through joint participation by
the Parties in an independent corporate entity, eNote International.com.

       (b) Each Party shall hold its interest in eNote International.com  either
directly or through one or more Affiliates in accordance with Section 9.2. eNote
shall  initially own fifty percent  (50%) of the issued and  outstanding  common
stock of eNote  International.com and Sienna shall initially own the other fifty
percent   (50%)  of  the  issued   and   outstanding   common   stock  of  eNote
International.com.

       (c)  Neither  Party nor eNote  International.com  shall have the right to
represent the other Party in  negotiations  with third  parties.  Subject to the
prior  explicit   approval  of  the  represented   Party,  no  Party  nor  eNote
International.com  shall have the right to enter into an agreement  with a third
party for the account of the other Party or for their joint  account,  except as
expressly  provided herein.  The Party entering such  unauthorized  agreement or
causing such liability shall hold the other Party harmless for any claims raised
by a third party.

       (d) The Business  shall not under any  circumstances  be conducted in any
way outside the geographical  limits of the Territory unless otherwise agreed to
explicitly by the Parties in writing.









                                        5


<PAGE>




                                    ARTICLE 3
                                Entity Formation

       3.1   Formation and Organizational Documents:

       (a) Prior to the Closing Date, Sienna shall cause eNote International.com
to be legally and validly formed under the laws of the British Virgin Islands.

       (b) eNote International.com,  to the extent legally available, shall have
the name "eNote  International.com  Corporation," or such other name as shall be
mutually agreed upon by the Parties.

       (c)  The  certificate  of  incorporation,  articles  of  association,  or
memorandum (or other similar constituent  documents as are specified by the laws
of its  formation)  which  are to be  filed  with the  appropriate  governmental
authority to create eNote lntemational.com shall be delivered by Sienna to eNote
prior to such  filing and shall be subject  to  eNote's  approval.  No change or
amendment  shall be made to such  constituent  documents  without the consent of
both Parties.

       (d) Prior to the  Closing,  Sienna  and eNote  shall  agree on the Bylaws
which shall be adopted by the Parties.  No change or amendment  shall be made to
such Bylaws without the unanimous consent of both Parties.

       3.2  Board  of  Directors:   The  Parties,   as   shareholders  of  eNote
International.com,   shall  cause  eNote  International.com  to  have  five  (5)
directors who shall  compose the Board of  Directors.  Each of the Parties shall
have the right to  nominate  two (2)  nominees  to the Board of  Directors.  The
Parties  agree to vote  their  shares of eNote  International.com  to elect such
nominees. In addition to each of the Party's Nominees, each of the Parties shall
cause an  outside  Director,  satisfactory  to each of the  Parties  and a legal
resident of the British  Virgin Islands to be elected to the Board of Directors.
The Parties agree that the initial Directors shall be those persons set forth on
Exhibit B hereto. Any action by the Board of Directors shall require the consent
of four (4) out of the five (5) directors.

       3.3 Issuance of Shares. On the Closing Date, and upon each of the Parties
satisfying their respective initial capital contribution obligations as provided
for in this Agreement,  eNote and Sienna shall each be entitled to receive fully
paid and  nonassessable  shares of common stock  representing 50% percent of the
issued and outstanding equity interests of eNote International.com.

                                   ARTICLE IV
                              Capital Contributions

       4.1 Capital  Contributions by the Parties. On the Closing Date each Party
shall contribute Five Hundred  Thousand U.S.  Dollars  ($500,000) in immediately
available funds to the account of eNote  International.com  in consideration for
the Common  Stock to be issued to each of the  Parties  pursuant  to Section 3.3
hereof.




                                        6


<PAGE>




                                    ARTICLE V
                    Management of the eNote International.com

       5.1 Matters Requiring Joint Action as Shareholders. Subject to applicable
law,  eNote and Sienna agree that any activities by eNote  International.com  in
respect of the following  matters shall require the consent and approval of each
of eNote and Sienna as  shareholders  thereof,  or, if such a requirement is not
possible,  that  the  Parties  adopt a joint  position  in  respect  of any such
decision that the Board of Directors shall consider in connection with approving
any action regarding such activity:

       (a)   approval of any strategic plan;

       (b)   the adoption, amendment or repeal of any provisions of the charter
documents of eNote International.com;

       (c) the issuance, redemption,  repurchase or retirement of any securities
of eNote  International.com  (including  any  option,  warrant or other right to
purchase an interest in eNote  International.com,  or any securities convertible
or exchangeable into the same);

       (d)  the sale, transfer or disposal of assets of eNote International.com
in excess of One Hundred Thousand U.S. Dollars ($100,000) per fiscal year
(excluding inventory sold in the ordinary course of business);

       (e)  any merger or consolidation of eNote International.com with or into
another entity;

       (f) the  organization  of, or the  acquisition  or  disposition  of,  any
interest in another entity by eNote International.com other than for purposes of
cash  management  on  a  short  term  basis  with  a  recognized   money  market
institution;

       (g)  the borrowing of funds in excess of One Hundred Thousand U.S.
Dollars ($100,000) in U.S. Dollars per fiscal year by eNote International.com;

       (h)   the filing by eNote International.com of a petition for
liquidation, dissolution or seeking protection from creditors of eNote
International.com;

       (i)   approval of the annual operating budget and Business Plan of eNote
International.com;

       (j)   any decision involving a declaration of dividends eNote
International.com;

       (k) any decision  involving the approval of a material  agreement between
one of Sienna, eNote or their respective Affiliates and eNote  International.com
including  but not  limited to any  guarantee  given by Sienna or eNote or their
respective Affiliates on behalf of eNote
International.com;





                                        7


<PAGE>




       (l)   any action outside the scope of the Business;

       (m)   any action by eNote International.com outside the Territory;

       (n)  any early repayment of indebtedness by eNote International.com;

       (o)   knowingly entering into a transaction or arrangement with a
Competitor;

       (p)   entering into any contract potentially requiring an aggregate of
payments by eNote International.com in excess of One Hundred Thousand U.S.
Dollars ($100,000) during any fiscal year; and

       provided  that,  to the extent that any action  requiring the approval of
the Board of  Directors  is  specifically  set forth on a line item basis in any
business  plan of eNote  International.com,  such action shall be deemed to have
been approved except as to subparagraphs (o) and (m) above.

       5.2   Financial Policies, Accounting, Fiscal Year.

       (a)  All   financial   statements   prepared   with   respect   to  eNote
International.com  shall be prepared in U.S. currency and in accordance with the
generally  accepted  accounting  principles  in existence in the British  Virgin
Islands,  consistently  applied,  provided  that eNote  International.com  shall
provide  such  financial  information  to the Parties  together  with such other
information as each Party reasonably  requests;  all such  information  shall be
provided in a format  reasonably  requested  by the Parties such that each Party
may, at the expense of eNote International.com, prepare financial statements for
eNote   International.com  in  accordance  with  generally  accepted  accounting
principles in existence in the United  States.  Such  information  and financial
statements  shall be provided in a time frame allowing the  requesting  Party to
fulfill all of its financial reporting obligations.

       (b) The Board of  Directors  shall  select  as eNote  International.com's
independent  accountants to provide  accounting  and auditing  services to eNote
International.com  the same  independent  accounting  firm  selected by eNote to
provide eNote with  accounting and auditing  services.  eNote  International.com
shall be subject to an annual audit by such accountants.

       (c)   eNote International.com shall adopt December31 as the end of its
fiscal year.

       (d) eNote  International.com shall furnish, on a regular basis and as may
be reasonably  requested by a Party, such accounting and other information which
a Party  reasonably  requires to fulfill its reporting  and  financial  planning
objectives   and  the  annual   audit   report   shall  be  furnished  by  eNote
International.com  to the  Parties  within  sixty (60) days after the end of its
fiscal year and an unaudited  statement within thirty (30) days after the end of
each fiscal quarter.

       5.3   Dividend Policy.  eNote International.com shall distribute
dividends or make other distributions subject to Section 5.1 and the unanimous
approval of the Board of Directors. Notwithstanding the foregoing, eNote
International.com shall distribute any and all securities



                                        8


<PAGE>




representing  an interest in an  Operating  Entity to each of the Party's at the
demand of either  Party  provided  such  securities  are listed on a  nationally
recognized securities exchange.

       5.4  Constituent  Documents of eNote  International.com.  The articles of
association,  articles of incorporation,  by-laws,  or constituent  documents of
eNote International.com shall reflect the provisions set forth in this Article V
and Section 3.2 with such changes as shall be jointly  agreed by the Parties and
each of the Parties shall review and approve such constituent documents prior to
the Closing Date.

                                   ARTICLE VI
                      Joint Participation in Opportunities

       6.1   Exclusivity.

     (a)  Commencing on the date of this Agreement and continuing for so long as
this  Agreement  is in effect  and  Sienna  and eNote  shall each have an equity
interest in eNote International.com,  eNote and its Affiliates shall not, within
the Territory,  without the express written consent of Sienna, license,  supply,
distribute or sell any products or Technology,  engage in any activity which is,
or participate or invest in, or provide or facilitate the provision of financing
to, or assist  (whether  as owner,  part-owner,  shareholder,  member,  partner,
director,  officer,  trustee,  employee,  agent or  consultant,  or in any other
capacity)   any   business,    organization   or   person   other   than   eNote
International.com,   or  Sienna  (or  any   subsidiary  or  affiliate  of  eNote
International.com or Sienna), whose business,  activities,  products or services
are  competitive  with any of the  business  activities,  products  or  services
conducted or offered by Sienna or eNote  International.com  and their respective
subsidiaries and affiliates...  Notwithstanding anything herein to the contrary,
the eNote may make passive investments in any enterprise the shares of which are
publicly traded if such investment constitutes less than one percent (1%) of the
equity of such enterprise.


       (b)  Commencing on the date of this  Agreement and continuing for so long
as this  Agreement  is in effect and Sienna and eNote  shall each have an equity
interest  in eNote  International.com,  Sienna  and its  Affiliates  shall  not,
without the express  written  consent of eNote,  engage anywhere in the world in
any activity which is, or participate or invest in, or provide or facilitate the
provision of financing to, or assist (whether as owner, part-owner, shareholder,
member, partner,  director,  officer, trustee, employee, agent or consultant, or
in any other  capacity),  any business,  organization or person other than eNote
International.com,   or  eNote  (or  any   subsidiary   or  affiliate  of  eNote
International.com  or eNote), whose business,  activities,  products or services
are,  competitive  with any of the  business  activities,  products  or services
conducted or offered by eNote or eNote  International.com  and their  respective
subsidiaries  and  affiliates  with  respect  to the  TVemail(TM)  System or any
component  thereof.  Without  implied  limitation,  the forgoing  covenant shall
include  hiring or engaging or  attempting to hire or engage for or on behalf of
itself  or any  such  competitor  any  officer  or  employee  of  eNote or eNote
International.com  or  any  of  its  direct  and/or  indirect  subsidiaries  and
affiliates,  or  any  former  employee  of  eNote  or  eNote  International.com.
Notwithstanding  anything  herein  to the  contrary,  Sienna  may  make  passive
investments in any enterprise the shares of which are



                                        9


<PAGE>




publicly traded if such investment constitutes less than one percent (1%) of the
equity of such enterprise.

       6.2 Other  Activities  of the  Parties.  Notwithstanding  anything to the
contrary contained herein,  Sienna acknowledges and agrees that, nothing in this
Agreement shall limit or restrain  eNote's  activities  anywhere  outside of the
Territory.

       6.3 Severability.  In the event that the restrictions and obligations set
forth in Section 6.1 are invalid for any reason under  applicable  law,  Section
6.1 shall be reformed to the give  effect to the Parties  intent  therein to the
fullest  extent  permitted by applicable  law. The  invalidity or reformation of
Section 6.1 shall not affect the remainder of this Agreement.

                                   ARTICLE VII
              Techno1ogy/Software/Know-How/Patents/Copyrights/Trademarks

       7.1 eNote License Agreement.  The Parties agree that eNote will negotiate
and  execute,  subject to the  approval of eNote  International.com,  a License,
Technical  Assistance,  Supply  and  Distribution  Agreement  with  each  of the
Operating  Entities  (the "License  Agreements").  The License  Agreement  shall
include, to the extent necessary, language to protect the rights of eNote in its
property as it relates to TVemail(TM)  System under local laws in the country or
countries in which the Operating  Entities  provide  services,  as determined by
eNote in its reasonable discretion.

       7.2 eNote's Initial  Technology  Development for the Operating  Entities.
eNote  shall use its best  efforts to provide  the same  software  and  hardware
functionality to each Operating  Entity as its TVemail(TM)  System in the United
States, subject to localization.

       7.3   eNote Ongoing Development.

       (a) eNote  acknowledges the importance to the Business of access by eNote
International.com to ongoing development activities.  Accordingly, eNote agrees,
at  Sienna's  oral or written  request,  to  provide to eNote  International.com
regular access to the following:

             (i) plans for all  current  and future  products  used in the eNote
TVemail(TM)  product and support of such product provided by eNote, on an annual
basis.

             (ii)  functional  descriptions,  development  plans,  schedules and
periodic status for products and enhancements thereto under development, as soon
as such materials exist.

            (iii) data for products regarding design changes,  problem tracking,
correction of errors or bugs and proposals for new products.

       (b) eNote agrees to make all  reasonable  efforts to assure the technical
continuity and  compatibility of the TVemail(TM)  System and the Business in the
Territory whenever reasonably feasible.




                                       10


<PAGE>




       (c) All  proposed  changes and  improvements  by eNote  shall  constitute
confidential information of eNote. Sienna acknowledges that eNote shall have the
right to make public  announcements  relating to current and future products and
all development plans.

       (d) For purposes of technology  development and  assistance,  eNote shall
dedicate such time and priority to the requests of each  Operating  Entity as is
proportional  to the  business  traffic  generated by such  Operating  Entity in
relation to the overall business of eNote and its subsidiaries and affiliates.

       (e) eNote  International.com  will be entitled to have a designee  attend
material  product  development  meetings held by eNote and  participate  therein
provided  eNote   International.com   covers  all  costs  associated  with  such
attendance.

       7.4   Trademarks.

       (a) eNote  presently  owns the  trademarks  and trade  names set forth on
Exhibit C (the "Marks").  Effective as of the Closing Date,  eNote hereby grants
eNote  International.com  a  non-exclusive,  non-transferable,  freely revocable
license to use the Marks, solely in connection with the Business.

       (b) eNote shall have  control  over the defense of any  trademark  claim,
including  appeals,  negotiations  and the  right  to  effect  a  settlement  or
compromise  thereof,  provided  that:  (i) eNote may not  partially  settle  any
trademark  claim without the written consent of eNote  International.com  unless
such settlement  releases eNote  International.com  fully;  and (ii) eNote shall
promptly provide eNote International.com with copies of all pleadings or similar
document relating to any trademark claim.

                                  ARTICLE VIII
                                Term; Termination

       8.1   Term.

       The term of this  Agreement  shall  commence on the date of execution and
delivery of this Agreement (the  "Effective  Date").  The Agreement shall expire
upon the earlier of: (i) when  terminated  by mutual  agreement  of the Parties;
(ii) when terminated by either Party in writing  pursuant to Section 8.2 hereof;
or (iii) when one of the  Parties,  or their  respective  Affiliates,  no longer
holds any shares of capital stock of eNote International.com.

       8.2   Termination.

       The Party which is not in breach of this  Agreement  shall have the right
to terminate this Agreement upon the occurrence of the events set forth below:

       (a) The other Party is in material breach of any material term, condition
or covenant of this Agreement and the breaching  Party fails to cure such breach
within  thirty (30)  calendar  days after the receipt of written  notice of such
breach; or



                                       11


<PAGE>




       (b) An event of  bankruptcy  occurs with respect to the other Party.  For
purposes of the foregoing,  an event of bankruptcy with respect to a Party means
any  of  the  following  circumstances  (or  the  substantial  equivalent  under
applicable law in any other  country):  (a) the  commencement  by the Party of a
voluntary case under the United States  Bankruptcy  Code or an equivalent law as
applicable to such Party in the British  Virgin  Islands,  (b) the  commencement
against the Party of an involuntary case under the United States Bankruptcy Code
or an equivalent  law as applicable to such Party in the British  Virgin Islands
if the case is not vacated with a ninety calendar days, (c) the entry of a final
order by a court of competent  jurisdiction  finding the Party to be bankrupt or
insolvent,  ordering  or  approving  its  liquidation,   reorganization  or  any
modification  or alteration  of the rights of its general  creditors or assuming
custody of or appointing a receiver or other  custodian for all or a substantial
part of its  property  and such order shall not be vacated or stayed upon appeal
or  otherwise  stayed  within  ninety  calendar  days or (d) the Party making an
assignment  for the  benefit  of,  or  entering  into a  composition  with,  its
creditors, or appointing or consenting to the appointment of a receiver or other
custodian for all or a substantial part of its property.

       (c) Termination  under subsection (a) shall be effective upon delivery of
notice of the expiration of the cure period and termination under subsection (b)
will become effective immediately upon written notice of termination at any time
after the occurrence of the event of bankruptcy.

       8.3 Effect of Termination.  Upon  Termination of this  Agreement,  unless
otherwise agreed to by the Parties, eNote International.com shall pay all of its
liabilities  and distribute all of its remaining  assets to its  shareholders in
accordance with applicable law. Sections 2.2 and 12.1, shall survive termination
of this Agreement.

                                   ARTICLE IX
                                    Transfers

       9.1 Limitation on Transfer. Except as expressly permitted in this Article
IX,  neither eNote nor Sienna shall,  without the prior written  approval of the
other  Party  (which may be  withheld  in the sole  discretion  of such  Party),
Transfer  its  interest  in eNote  International.com  or  assign  its  rights or
obligations  under this  Agreement in any manner  whatsoever  and any  purported
Transfer or assignment in contravention of this Section 9.1 shall be void.

       9.2   Permitted Transfers and Assignments.

       (a)  Notwithstanding  Section  9.1,  either  Party may,  at any time upon
compliance  with Section  9.2(b),  Transfer all or part of its interest in eNote
International.com  to an  Affiliate  of such  Party or  assign  its  rights  and
obligations  under this  Agreement to an  Affiliate,  without the prior  written
approval of the other Party.  Notwithstanding anything to the contrary contained
in this  Agreement,  the  interests  of  Sienna  and  its  Affiliates  in  eNote
International.com  shall be held within an entity which is not an Affiliate with
any Competitor.

       (b) Any Transfer by a Party of an interest in eNote  International.com or
assignment of the rights and obligations as permitted by Section 9.2(a) shall be
effective only upon the



                                       12


<PAGE>




execution  and delivery by the  transferor  of an  appropriate  irrevocable  and
unconditional  guarantee  to  continue  to be  bound by the  provisions  of this
Agreement and the constituent documents of eNote International.com together with
instruments of assumption  under which the Affiliate  agrees to be bound by this
Agreement  and  the  constituent  documents  of  eNote   International.com.   An
assignment  or  Transfer  shall  not  release  the  transferor  of  any  of  its
obligations  hereunder  or under  any  constituent  document  relating  to eNote
International.com.

       (c) Notwithstanding  anything to the contrary contained in the Agreement,
eNote  may  Transfer  this  Agreement  and  all of its  rights  and  obligations
hereunder to or all of its equity  interests in eNote  International.com  to any
Person  acquiring  all  or  substantially  all of the  business  (including  the
technology  necessary to honor this Agreement) of eNote whether by merger,  sale
of  assets or  otherwise,  provided,  however,  that any such  Person  agrees in
writing to be bound by the terms and conditions of this Agreement. Upon any such
transfer,  eNote  shall be  released  from any  further  obligation  under  this
Agreement.

       9.3   Right of First Refusal; Tag Along Right

       (a) At any time after which a governmental restraint on sale is no longer
enforceable, either Party (the "Seller") intends to sell, assign or transfer all
or  a   portion   of  such   Party's   equity   ownership   interest   in  eNote
International.com  for cash, the Seller shall, prior to any such transfer,  give
written notice (the "Sellers  Notice") of such intention to the other Party (the
"Offeree").  The  Seller's  Notice  shall  include  the  name  of  the  proposed
transferee,  the proposed  purchase price for its equity  ownership  interest in
eNote  International.com (the "Offered Interest"),  the terms of payment of such
purchase  price  and all  other  matters  relating  to such  sale  and  shall be
accompanied by a copy of a binding written agreement of the proposed  transferee
to purchase the Offered  Interest  from the Seller.  The  Seller's  Notice shall
constitute  a  binding  offer by the  Seller to sell to the  Offeree,  or to any
Affiliate of the Offeree designated by the Offeree,  the Offered Interest at the
monetary price  designated in the Seller's  Notice and as payable as provided in
Section  9.3(b).  Not later than sixty (60) days after  receipt of the  Seller's
Notice, the Offeree may elect to purchase the Offered Interest by written notice
stating  that the Offeree  has  accepted  the offer  contained  in the  Seller's
Notice, which notice shall fix a time, location and date for the closing of such
purchase,  which  date shall be not less than  fifteen  (15) nor more than sixty
(60) days after the  delivery of such  written,  or on such other date as may be
mutually agreed by the Parties.

       (b) The place for the  closing  of any  purchase  and sale  described  in
Section 9.3(a) shall be the principal  office of eNote  International.com  or at
such other place as the Seller and the Offeree shall agree. At the closing,  the
Seller shall  accept  payment on the terms  offered by the  proposed  transferee
named in the  Seller's  Notice,  provided  that the  Offeree  shall be  entitled
substitute  cash or other  securities of equivalent fair market value in lieu of
any  non-monetary  consideration  offered by the proposed  transfer,  including,
without  limitation,  delivery of other  securities  in exchange for the Offered
Interest  proposed to be sold.  At the  closing,  the Seller  shall  execute and
deliver  to the  Offeree  such  documents,  records,  and other  instruments  of
transfer,  in form and substance reasonably  satisfactory to the Offeree and its
counsel,  necessary:  (i) to  evidence  the  Seller's  ownership  of the Offered
Interest  in eNote  International.com;  and (ii)  effectively  to  transfer  the
Offered Interests to the Offeree, free and clear of any liens, charges or



                                       13


<PAGE>




other  encumbrances,  and the Offeree shall deliver the purchase  price for such
Offered  Interest,  in immediately  available funds. The Seller shall deliver or
execute at the closing any documents,  records or other  instruments of transfer
reasonably  requested  by the Offeree  and  necessary  to  evidence  the Offered
Interest or effectively to transfer an Offered Interest.

       (c) In lieu of  accepting  the offer to purchase  provided for in Section
9.3(a),  the  Offeree  shall have the option  (the  "Participation  Option")  to
participate in the proposed transfer on the same terms offered to the Seller and
the Offeree as contained  in the Seller's  Notice and the Seller and the Offeree
shall each participate in the proposed  transfer  pro-rata based on each Party's
proportional ownership interest in eNote International.com. Not later than sixty
(60) days after  receipt of the  Seller's  Notice,  the Offeree may exercise the
Participation  Option by written  notice stating that the Offeree is electing to
participate in the proposed transfer contained in the Seller's Notice

       (d) If the Offeree  fails to accept the offer  contained  in the Seller's
Notice or exercise the  Participation  Option,  then the Seller shall be free to
sell all,  but not less than all,  of the  Offered  Interest  to the  designated
transferee  at a  price  and on  terms  no less  favorable  to the  Seller  than
described in the Seller's Notice,  provided that such sale is consummated within
ninety (90) days after the giving of the Seller's  Notice to the  Offeree.  As a
condition  precedent to the effectiveness of a transfer pursuant to this Section
9.3(d), the proposed transferee(s) shall agree in writing prior to such transfer
to become a party to and bound by the  provisions of this  Agreement,  and shall
thereafter be permitted to transfer such  Ownership  Interest only in accordance
with this Agreement.

                                    ARTICLE X
                         Representations and Warranties

       10.1 Certain  Representations and Warranties of Sienna.  Sienna makes the
following  representations  and  warranties  for the  benefit of eNote and eNote
International.com,  each of which shall  survive the  execution  and delivery of
this Agreement:

       (a)  Organization  and Standing.  Sienna is a duly  organized and validly
existing  corporation  in good  standing  under the laws of the  British  Virgin
Islands.

       (b) Corporate  Action.  Sienna has all necessary  corporate power and has
taken all corporate  action  required to authorize the execution and delivery of
this Agreement and does not require the consent of any third party which has not
been obtained.

       10.2 Certain  Representations  and  Warranties of eNote.  eNote makes the
following  representations  and  warranties  for the benefit of Sienna and eNote
International.com,  each of which shall  survive the  execution  and delivery of
this Agreement:

       (a) Organization and Standing.  eNote is a duly organized and validly
existing corporation in good standing under the laws of Delaware.





                                       14


<PAGE>




       (b) Corporate  Action.  eNote has all necessary  corporate  power and has
taken all corporate  action  required to authorize the execution and delivery of
this Agreement and does not require the consent of any third party which has not
been obtained.

                                   ARTICLE XI
                                     Closing

       11.1 Closing.  Provided that the closing  conditions set forth in Section
11.3  have  been  satisfied  on such date as  agreed  upon by the  Parties  (the
"Closing Date"), the commencement of the Business shall begin (the "Closing").

       11.2 Closing Deliveries. On the Closing Date and at the Closing:

       (a)  eNote  and  Sienna   shall  each   contribute   $500,000   to  eNote
International.com in accordance with Section 4.1.

       (b) eNote  International.com  shall issue  certificates to each of Sienna
and eNote  representing  50% of the issued and  outstanding  of Common  Stock of
eNote International.com.

       11.3   Closing   Conditions.    Prior   to   the   Closing   Date   eNote
International.com  shall be a validly formed  corporation  under the laws of the
British Virgin Islands in accordance with the terms of this Agreement.

       11.4  Survival.   Except as explicitly set forth in this Agreement, the
Closing shall not terminate any provision of this Agreement.

                                   ARTICLE XII
                                  Miscellaneous

       12.1  Confidential Information.

       (a) At all  times  following  the date  hereof,  each  Party  shall  keep
strictly  confidential  and not  disclose,  use,  divulge,  publish or otherwise
reveal,  directly or through another Person,  (A) any  confidential,  non-public
information of the other Party or its Affiliates which was disclosed pursuant to
any License  Agreement,  or (B) any confidential,  non-public  information:  (i)
relating to the business of the other Party and its Affiliates and obtained as a
result of the preparation and negotiation of this Agreement,  the performance by
the Parties of their obligations hereunder,  or the joint conduct by the Parties
of activities  pursuant to this  Agreement;  or (ii) relating to the business of
eNote  International.com,  including,  but  not  limited  to,  documents  and/or
information  regarding customers,  costs,  profits,  markets,  sales,  products,
product  development,  key personnel,  pricing  policies,  operational  methods,
technology,  know-how,  technical  processes,  formulae,  or  plans  for  future
development   of   or   concerning   eNote   International.com    (collectively,
"Confidential  Information"),  except  as may be  necessary  for the  directors,
employees  or agents  of its and its  Affiliates  to  perform  their  respective
obligations under this Agreement or as otherwise  required under applicable law,
including, in the case of eNote, the rules and regulations promulgated under the
Securities Exchange Act of 1934


                                       15


<PAGE>


provided that neither Party shall make any disclosure  required under applicable
law before  providing  the other Party with a reasonable  opportunity  to seek a
protective order.  Each Party shall cause any Persons  receiving  information in
accordance with the terms hereof to retain it in confidence. Upon termination of
this  Agreement,  each  Party  shall  either  destroy or return to the other all
memoranda,  notes,  records,  reports and other documents  (including all copies
thereof)  relating to the Confidential  Information of the other Party and eNote
International.com  which such Party may then  possess or have under its  control
(except information owned by eNote  International.com which such Party continues
to own after such  termination).  Notwithstanding  the foregoing,  the following
shall not constitute Confidential Information: (w) information which was already
otherwise  known to the recipient at the time of its receipt in connection  with
this  Agreement,  (x)  information  which is or  becomes  freely  and  generally
available  to  the  public  through  no  wrongful  act  of  the  recipient,  (y)
information  which is rightfully  received by the  recipient  from a third party
legally entitled to disclose such information without breach by the recipient of
this  Agreement,or  (z) in connection with legal action  initiated by a Party to
enforce rights under this Agreement,  provided that adequate safeguards (such as
protective orders) are maintained.

       12.2  Governing Law/Arbitration.

       (a)  This  Agreement,  and the  rights  and  liabilities  of the  Parties
hereunder,  shall be governed by the substantive  laws of the State of New York,
to the exclusion of its rules of choice of law. Each of the Parties  consents to
personal jurisdiction in New York and waives objection to venue there.

       (b) Any controversy or claim arising out of or relating to this Agreement
or its breach shall be settled by binding arbitration in the City of New York at
the American Arbitration Association pursuant to its rules and regulations.  The
arbitrator  is  expressly  permitted  to  award  to  the  prevailing  party  all
reasonable attorneys' fees and costs, including the arbitrator's fees.

                          ACKNOWLEDGMENT OF ARBITRATION

       EACH OF THE  UNDERSIGNED  UNDERSTANDS  THAT THIS  AGREEMENT  CONTAINS  AN
AGREEMENT TO ARBITRATE. AFTER SIGNING THIS DOCUMENT, EACH PARTY UNDERSTANDS THAT
IT WILL NOT BE ABLE TO BRING A LAWSUIT  CONCERNING  ANY  DISPUTE  THAT MAY ARISE
WHICH IS COVERED BY THE ARBITRATION AGREEMENT,  UNLESS IT INVOLVES A QUESTION OF
CONSTITUTIONAL  OR CIVIL  RIGHTS.  INSTEAD  EACH PARTY AGREES TO SUBMIT ANY SUCH
DISPUTE TO AN IMPARTIAL ARBITRATOR AT THE AMERICAN ARBRITRATION ASSOCIATION.

       12.3 Press  Release.  Except as may be required by law, the execution and
content of this  Agreement  shall be kept in confidence by the Parties until and
subject to the publication of a press release relating thereto,  the content and
timing of which shall be jointly agreed upon.

       12.4  Entire Agreement.   Except for the agreements specifically referred
to in this Agreement, this Agreement constitutes the entire agreement among the
Parties pertaining to the




                                       16


<PAGE>




subject matter hereof and supersedes all prior and  contemporaneous  agreements,
understandings,  negotiations and discussions,  whether oral or written,  of the
Parties. No amendment, supplement,  modification,  waiver or termination of this
Agreement shall be implied or be binding unless executed in writing by the Party
to be bound thereby.  No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision hereof (whether or
not similar),  nor shall waiver  constitute a continuing waiver unless otherwise
expressly therein provided.

       12.5 Assignment.  All of the terms and provisions of this Agreement by or
for the benefit of the Parties shall be binding upon and inure to the benefit of
their successors,  and permitted assigns. The rights and obligations provided by
this Agreement may not be assigned,  except in accordance  with Sections 9.2 and
9.4. Except as expressly  provided herein,  nothing herein is intended to confer
upon any Person,  other than the Parties and their permitted  successors,  heirs
and permitted  assigns as provided  herein,  any rights or remedies  under or by
reason of this Agreement. For purposes of this Section 12.5, Assignment shall be
deemed to  include  any change of control of Sienna as a result of a merger or a
stock sale which results in the shareholders of Sienna immediately prior to such
merger or stock sale,  holding less than 50% of the issued and capital  stock of
Sienna immediately after such merger or stock sale.

       12.6 Notices.  All notices,  requests,  demands and other  communications
hereunder  shall be in  writing  and shall be  deemed  to have  been duly  given
(except as may otherwise be specifically  provided herein to the contrary):  (i)
if  delivered  by hand to the Party to whom said  notice or other  communication
shall have been  directed,  upon such  receipt;  (ii) if mailed by  certified or
registered mail with postage  prepaid,  return receipt  requested,  on the third
business day after mailing;  (iii) if  transmitted by facsimile,  on the date of
transmission,  with such transmittal followed by delivery of a confirmation copy
via  one  of  the  other   methods   set  out  herein  or  (iv)  if  mailed  via
internationally  know  overnight  courier such as Federal  Express on the second
business day after mailing. All notices shall be addressed as set forth below or
to any other  address such Party shall  notify to the other Party in  accordance
with this Section:

      (a) If to Sienna to:    16 Rue de Hesse
                         P.O. Box 5342
                         1211 Geneva, Switzerland
                         Facsimile: 4122 311 3309

       with a copy to:   David S. Abramson, Esq.
                         12 East 41st Street
                         New York, NY  10017

      (b) If to eNote to:     185 Allen Brook Lane
                         Williston, VT  05495
                         Attn: President
                         Facsimile: 1 802 288 9000






                                       17


<PAGE>








       with a copy to:  H.Kenneth Merritt, Jr., Esq.
                        Merritt & Merritt
                        30 Main Street, Suite 330
                        P.O. Box 5839
                        Burlington, VT  05402


       12.7 Counterparts. This Agreement may be executed and delivered in one or
more counterparts,  each of which shall be deemed to be an original,  and all of
which when taken together shall constitute one and the same instrument and shall
become  effective  when copies  hereof,  bearing the  signatures  of each of the
Parties, shall have been received by Sienna and eNote.

       12.8 Expenses.  The Parties agree that,  except as otherwise set forth in
this  Agreement,  eNote  International.com  shall pay all of the legal and other
fees and expenses relating to its formation,  including, without limitation, the
filing of certificates  and  registration  fees. Each Party shall pay all of its
own  legal  and  other  fees and  expenses  incurred  in  connection  with  this
Agreement, the transactions contemplated hereby, and the negotiations leading to
the same.

       12.9  Further  Assurances.  Each Party  shall  perform all other acts and
execute and deliver all other  documents as may be necessary or  appropriate  to
carry out the purposes and intent of this Agreement,  as reasonably requested by
the other Party.

       12.10  Severability.  If any provision of this Agreement shall be held to
be incomplete,  illegal, invalid or unenforceable, or if it becomes necessary to
amend the Agreement in order to comply with an  administrative  or  governmental
order,  the remaining  provisions  of the Agreement  shall stay in force and the
unenforceable,  void  or  incomplete  provision  shall  be  replaced  by a valid
provision or amendment  reflecting  the economic and business  objectives of the
original  Agreement  as  best  as  possible,   provided  however,  that  if  any
replacement  provision  or amendment  would lead to a change in the  fundamental
economic and business terms of this  Agreement,  each Party shall have the right
to terminate this Agreement in accordance with Section 8.1 of this Agreement.
















                                       18




<PAGE>

       IN  WITNESS  WHEREOF,  the  Parties  have  executed  this  Joint  Venture
Agreement as of the date and year first above written.

                              SIENNA INVEST LIMITED

                          By: /s/ Shahrokh Nikkhah
                                 Name: Shahrokh Nikkhah
                                 Title:  Director

                              ENOTE.COM INC.

                          By: /s/ John Varsames
                             Name: John Varsames
                             Title: President & CEO



























                                       19

<PAGE>




                                    EXHIBIT A
                                    Territory

*Region commonly referred to as Europe. including but not limited to:
Austria                              Luxembourg
Belgium                              Monaco
Cyprus                               Netherlands
Denmark                              Norway
Finland                              Portugal
France                               Spain
Germany                              Sweden
Greece                               Switzerland
Iceland                              Turkey
Ireland                              United Kingdom
Italy

*Region commonly referred to as Central & Eastern Europe, including but not
limited to:
Albania                              Poland
Bosnia-Herzegovina                   Romania
Bulgaria                             Slovakia
Croatia                              Slovenia
Czech Republic                       Yugoslavia
Hungary

*Region commonly referred to as Commonwealth of Independent States, including
but not
limited to:
Armenia                              Latvia
Azerbaijan                           Lithuania
Estonia                              Russia
Belarus                              Tajikistan
Georgia                              Turkmenistan
Kazakhstan                           Ukraine
Kyrgyzstan                           Uzbekistan

*Region commonly referred to as Middle East and Northern Africa, including
but not limited
to:
Algeria
Bahrain
Brunei
Egypt
Jordan
Morocco
Oman
Qatar
Saudi Arabia
Syria
Tunisia
United Arab Emirates
Kuwait
Yeman
Lebanon

*Notwithstanding  anything to the contrary  contained herein,  eNote shall in no
way be  required,  or otherwise  held in breach or liable for failure,  to enter
into any licensing  arrangement,  perform  technical  services or enter into any
other transaction  contrary to any applicable laws, including without limitation
the federal laws of United States of America.

Furthermore,  a joint  decision will be made on a country by country basis prior
to contract or deployment.





                                       20


<PAGE>




                                    EXHIBIT B

                  Initial Directors of eNote International.com

John R. Varsames

Michael T. Grennan

George S. Horton Jr.

Shahrokh Nikkhah



































                                       21


<PAGE>




                                    EXHIBIT C
                         eNote's Trademarks and Trade Names

1) eNote.com(TM)
2) TVemail(TM)
3) PCemail(TM)
4) WebATM(TM)
5) EZ Color(TM)
6) Browserless Internet(TM)
7) BuyMail(TM)
8) TVewriter(TM)
9) eNote International(TM)
10) eNote International.com(TM)
11) eNote Europe(TM)
12) eNote Europe.com(TM)
13) eNote Australia(TM)
14) eNote Australia.com(TM)
15) AIRMOUSE(R)
16) Twirp(R); rights belong to SolutioNet, Ltd.
17) Get Connected.. Simply(TM)
18) Simply Communicate(TM)
19) TVemail.. The Answering Machine for the Internet(TM)

























                                      22


<PAGE>

                                                                   EXHIBIT 10.22
                                 ENOTE.COM INC.
                          14% NOTE DUE DECEMBER 1, 2000


F-1                                                         Williston, Vermont
$100,000                                                        August 3, 2000

      FOR  VALUE  RECEIVED,   ENOTE.COM  INC.,  a  Delaware   corporation   (the
"Company"),  hereby  promises  to pay to the  order  of  FRIEDLANDER  CAPITAL
MANAGEMENT CORP. (the  "Payee") or its  registered  assigns,  the  principal
sum of ONE HUNDRED  THOUSAND  DOLLARS  ($100,000),  with the interest  from
the date hereof (computed  daily on the basis of a 360-day year) on the balance
of the principal remaining unpaid from time to time, accruing at a rate equal to
fourteen percent (14%) per annum,  compounded  annually.  Accrued interest and
principal shall be paid as follows:

      (i)   On December 1, 2000, (the "Maturity Date") the Company shall pay the
            full  amount  of  accrued   interest  and  unpaid   principal   then
            outstanding; and

      (ii)  Accrued interest shall be due and payable prior to the Maturity Date
            on the satisfaction of this Note, as a result of prepayment.

      This Note may be prepaid at any time or from time to time.

      Principal  and  interest  shall be payable  in lawful  money of the United
States of America,  in immediately  available  funds, at the principal office of
the Payee or at such other place as the legal holder may designate  from time to
time in writing to the Company.

      Section 1.  Transfer and Exchange.  The holder of this Note may,  prior to
maturity thereof, surrender such Note at the principal office of the Company for
transfer or exchange.  Within a reasonable time after notice to the Company from
such holder of its intention to make such  exchange and without  expense to such
holder,  except  for any  transfer  or  similar  tax which may be imposed on the
transfer or exchange, the Company shall issue in exchange therefore another Note
or Notes for the same aggregate  principal amount as the unpaid principal amount
of the Note so  surrendered,  having  the same  maturity  and rate of  interest,
containing  the same  provisions and subject to the same terms and conditions as
the Note so  surrendered.  Each new Note shall be made payable to such person or
persons,  or transferees,  as the holder of such surrendered Note may designate,
and such  transfer  or  exchange  shall be made in such a manner that no gain or
loss of principal or interest shall result therefrom.


<PAGE>

      Section 2. New Note. Upon receipt of evidence  reasonably  satisfactory to
the Company of the loss,  theft,  destruction  or  mutilation  of the Note,  the
Company  will  issue a new Note,  of like tenor and amount and dated the date to
which  interest  has  been  paid  in lieu of such  lost,  stolen,  destroyed  or
mutilated Note and in such event the Payee agrees to indemnify and hold harmless
the Company in respect of any such lost, stolen, destroyed or mutilated Note.

      Section 3.  Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Vermont,  without giving effect to such
jurisdiction's principles of conflict of laws.

      Section 4.  Collection  Expenses.  No delay or omission on the part of the
holder of this Note in exercising any right  hereunder shall operate as a waiver
of such right or of any other right of such holder nor shall any delay, omission
or waiver on any  occasion be deemed a bar to or waiver of the same or any other
right on any future occasion. The undersigned and every endorser or guarantor of
this  Note,  regardless  of  the  time,  order  or  place  of  signing,   waives
presentment,  protest  and  notice of every  kind and  assets to any one or more
extensions or postponements of the time of payment or any other indulgences,  to
any substitutions,  exchanges or releases of collateral available to the holder,
if any,  and to the  additions  or  releases  of any other  parties  or  persons
primarily or  secondarily  liable.  In addition to and not in  limitation of the
foregoing, the Company further agrees, subject only to any limitation imposed by
applicable  law, to pay all  expenses,  including  reasonable  attorneys'  fees,
incurred  by the  holder of this Note in  endeavoring  to  collect  any  amounts
payable hereunder which are not paid when due.

      Section  5.  Interest  Rate  After  Default.  Any amount not paid when due
hereunder,  whether by acceleration or otherwise, shall thereafter bear interest
at an annual  rate equal to the  greater of (a) 14.5% or (b) the prime rate from
time to time in effect of  Citibank,  N.A.,  plus 3.5% on any overdue  principal
amount and (to the extent permitted by applicable law) on any overdue  interest;
provided  however,  that in no event shall this Note bear  interest at a rate in
excess of that permitted by any applicable usury laws.

      Section 6. Guarantee.  Performance  under the terms of this Note subject
to a  personal  guarantee  as set forth in that  certain  Guarantee  Agreement
dated as of even date  herewith by and between  the John R.  Varsames  and the
Payee.





<PAGE>



      IN WITNESS  WHEREOF,  the duly  authorized  agent of  ENOTE.COM  INC.  has
executed this Note as of the 3rd day of August 2000.



                                           ENOTE.COM INC.


                                          By:  /s/ John R. Varsames
                                             ----------------------------
                                             John R. Varsames, President
[Corporate Seal]


Attest:


By:  /s/ Ginny Nye
   ----------------------------
      Secretary