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 SEPTEMBER  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 November 30, 2000, the Issuer had 4,660,784  shares of Common Stock,  $.01
par value, outstanding.

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



                                       1
<PAGE>


                                    CONTENTS

PART I.    FINANCIAL INFORMATION
                                                                            Page

Item 1. Financial Statements

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

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

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

        Notes to Consolidated Financial Statements                             7

Item 2. Management's Discussion and Analysis or Plan of Operations            10


PART II.    OTHER INFORMATION

Item 1. Legal Proceedings                                                     22

Item 2. Changes in Securities                                                 22

Item 3. Defaults Upon Senior Securities                                       23

Item 4. Submission of Matters to a Vote of Security Holders                   23

Item 5. Other Information                                                     23

Item 6. Exhibits and Reports on Form 8-K                                      23

SIGNATURES                                                                    30



                                       2
<PAGE>



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

                                                           September    December
                                                           30, 2000     31, 1999

                         ASSETS                          (unaudited)
                                                        ------------------------
Current assets
  Cash and cash equivalents                                  $35,305    $324,392
  Inventories, net of reserve of $950,000 and $0,
  respectively                                               585,630     814,773
  Prepaid expenses and other current assets                   48,407      36,206
                                                        ------------------------
Total current assets                                         669,342   1,175,371

Property and equipment, net                                  718,047     615,541
Intangibles, net                                             256,474     375,914
Investment in eNote International - a joint venture          166,979           -
Security deposits                                              9,689     124,242
                                                        ------------------------
  Total assets                                            $1,820,531  $2,291,068
                                                        ========================

          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued expenses                   $1,066,375    $660,937
  Notes payable-stockholder                                    7,045       7,045
  Convertible debentures, net of unamortized discount
     of $366,040 and $0, respectively                        733,960      80,000
  Capital lease obligation                                   100,616           -
  Short-term notes                                           300,000
  Other current liabilities                                   67,735      50,000
                                                        ------------------------
   Total current liabilities                               2,275,731     797,982
                                                        ------------------------

Stockholders' equity (deficit)
Convertible preferred stock, $1.00 par value,
   5,000,000 shares authorized,
   issued and outstanding                                  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
   at September 30, 2000 and December 31, 1999,
   respectively                                              112,895     100,495
Common stock warrants                                      1,297,930     740,000
Treasury Stock (6,680,000 shares of common stock)           (53,897)           -
Due from related party                                     (150,000)   (150,000)
Unearned compensation                                              -   (109,263)
Additional paid-in capital                                 5,144,544     497,776
Accumulated deficit                                     (11,806,672) (4,585,922)
                                                        ------------------------
  Total stockholders' equity (deficit)                     (455,200)   1,493,086
                                                        ------------------------

Total liabilities and stockholders' equity (deficit)      $1,820,531  $2,291,068
                                                        ========================
The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.



                                       3
<PAGE>



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

                                     (Unaudited)

                              3 Months      3 Months      9 Months      9 Months
                                Ended         Ended         Ended          Ended
                              September    September     September     September
                               30, 2000     30, 1999     30, 2000        30,1999
                            ----------------------------------------------------
Net revenue                    $----         $----        $----            $----

Operating expenses:
  Sales and marketing           550,731        40,898    1,430,077       112,680
  Product development         1,509,631       188,179    2,261,622       397,827
  General and administrative    905,648       442,008    2,446,751     1,072,793
    (including $172,176 and
    $304,553 of stock based
    compensation for the
    three and nine months
    ended September 30, 2000,
    respectively, and none
    in 1999.)
  Depreciation and
    amortization                288,151        18,965      519,675        25,333
  Loss on sale of assets         40,247             -       40,247             -
                            ----------------------------------------------------
Total operating expenses      3,294,408       690,050    6,698,372     1,608,633
                            ----------------------------------------------------


Loss from operations        (3,294,408)     (690,050)  (6,698,372)   (1,608,633)
Minority interest in
SolutioNet                      (1,810)
Share of loss in eNote
International                  (33,021)            -     (333,021)             -
Interest and other income,
net                              2,194        32,723       36,055         73,184
Interest expense (including
$191,890 related to
amortization of discount
related to detachable
warrants issued with debt
in the three and nine
months ended September 30,
2000)                         (210,301)       (4,685)    (225,412)      (63,010)
                            ----------------------------------------------------
Net loss                    (3,537,346)    $(662,012) $(7,220,750)  $(1,598,459)
Preferred stock dividend              -             -            -       740,000
                            ----------------------------------------------------

Net loss applicable to
common shareholders        $(3,537,346)    $(662,012) $(7,220,750)  $(2,338,459)
                           ============    ==========  ===========  ============

Basic net loss per common
share                           $(0.32)       $(0.07)      $(0.68)       $(0.25)
Weighted average common
shares outstanding           10,926,438    10,049,491   10,685,791     9,188,132


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



                                       4
<PAGE>




                             eNote.com Inc.
                 Consolidated Statements of Cash Flows
         For the nine months ended September 30, 2000 and 1999
                              (Unaudited)
                                                              2000       1999
                                                        ------------------------
Cash flows from operating activities:
   Net loss                                            $(7,220,750) $(1,598,459)
Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation and amortization                           519,675        25,333
   Reserve for obsolete inventory                          950,000          ----
   Loss on disposal of fixed assets                         40,246          ----
   Share of loss in eNote International- a joint
     venture                                               333,021          ----
   Amortization of discount related to
     detachable warrants issued with debt                  191,890          ----
   Stock-based compensation                                304,553          ----
   Changes in assets and liabilities:
    Decrease in accounts receivable                           ----        18,158
    Increase in inventory                                 (720,858)    (826,448)
    Increase in prepaid expenses and other
      current assets                                       (12,201)    (101,420)
    Due from related party                                     ----    (150,000)
    Decrease in security deposits                           114,553         ----
    Increase in accounts payable and accrued
      expenses                                              405,439      274,229
    Decrease in notes payable- stockholder                     ----     (71,036)
    Increase in other current liabilities                    17,735         ----
                                                        ------------------------
Net cash used in operating activities                    (5,076,697) (2,429,643)
                                                        ------------------------

Cash flows from investing activities:
  Investment in joint venture                             (500,000)        ----
  Investment in SolutioNet                                    ----     (250,000)
  Investment in WebATM                                        ----      (50,000)
  Purchases of Intangibles                                 (86,113)    (118,611)
  Purchases of property and equipment                     (410,155)    (480,245)
                                                        ------------------------
Net cash used in investing activities                     (996,268)    (898,856)
                                                        ------------------------

Cash flows from financing activities:
   Proceeds from issuance of convertible
      debentures                                          1,100,000       80,000
   Proceeds from issuance of short-term notes               300,000         ----
   Payment of convertible debenture                         (80,000)   (121,036)
   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                 5,783,878    4,958,964
                                                        ------------------------

Net increase/(decrease) in cash and cash
equivalents                                                (289,087)   1,630,465
Cash and cash equivalents at beginning of the
period                                                       324,392    (56,382)
                                                        ------------------------
Cash and cash equivalents at end of the period              $ 35,305 $ 1,574,083
                                                        ========================



                                       5
<PAGE>



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

    Total noncash financing activities                     $   ----   $1,860,000
                                                        ========================

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

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




                                       6
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The accompanying quarterly financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America.

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 September 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 percent and not more than 50 percent.

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

Net loss per common share for the three and nine months ended September 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
nine months ended September 30, 1999 to conform with the 2000 presentation.

5)    Depreciation:
      -------------

Beginning in January 2000, the Company changed its method of  depreciation  from
straight-line  to double declining  balance for all fixed assets.  The impact of
this change is being accounted for prospectively.

                                       7
<PAGE>

6)    Equity & Debt Transactions:
      ---------------------------

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
Common  Stock  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 nine months ended September 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.  The  Company  paid a  placement  fee  of  $500,000  to its  financial
consultants in relation to the offering.

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.

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.com International, a joint venture, is based on
eNote  International's  financial  statements for the period ended September 30,
2000.

On August 17, 2000,  the Company  borrowed  $250,000  from  Friedlander  Capital
Management  Corp.  ("Friedlander")  pursuant to an 8% Secured  Convertible  Note
originally due December 2, 2000 and  subsequently  extended to March 1, 2001 and
convertible  into Common Stock at the ratio of $2.50 of principal for each share
of Common Stock.  The Company also issued a Warrant to acquire  2,000,000 shares
of Common  Stock at a price of $2.50 per share at any time on or prior to August
17, 2002, subsequently extended to August 17, 2003.

On August 31, 2000, the Company borrowed  $250,000 from eNote  International.com
Ltd.  pursuant  to an 8%  Secured  Convertible  Note due  December  2,  2000 and
convertible  into Common Stock at the ratio of $2.50 of principal for each share
of Common Stock.  The Company also issued a Warrant to acquire  2,000,000 shares
of Common  Stock of the  Company at a price of $2.50 per share at any time on or
prior to August 31, 2002.

                                       8
<PAGE>

On September 11 2000, the Company borrowed $100,000 from Friedlander pursuant to
an 8%  Secured  Convertible  Note  due  originally  due  December  2,  2000  and
subsequently  extended to March 1, 2001 and convertible into Common Stock at the
ratio of $2.50 of  principal  for each share of Common  Stock.  The Company also
issued a Warrant to acquire  800,000  shares of Common Stock at a price of $2.50
per share at any time on or prior to September 11, 2002,  subsequently  extended
to September 11, 2003.

The Warrants  issued with the  borrowings  on August 17, August 31 and September
11,  2000,  were  valued  in total at  $557,930  which was  determined  by their
proportionate  share of value  based  upon the ratio of the  warrant  value,  as
determined by using  Black-Scholes,  to the aggregate  value of the note and the
warrant multiplied by the total proceeds received. The valuation of the warrants
resulted in the  recording of a debt discount  which will be amortized  over the
life of the debentures,  and are included in the balance sheet under the caption
Common Stock Warrants.

On September 14, and on September 28, 2000, the Company borrowed an aggregate of
$300,000 from Friedlander in exchange for 8% Notes originally  October 14, 2001,
subsequently extended to March 1, 2001. Payment of these Notes is secured by all
the  inventory  of the Company  then owned or  thereafter  acquired  pursuant to
Security   Agreements   dated  as  of  September  14,  and  September  28,  2000
respectively. As of the date of this filing, $245,000 of these secured loans has
been repaid

On October 12, 2000, the Company borrowed $150,000 from Friedlander  pursuant to
an 8%  Secured  Convertible  Note  due  originally  due  December  2,  2000  and
subsequently  extended to March 1, 2001 and convertible into Common Stock at the
ratio of $1.50 of  principal  for each share of Common  Stock.  The Company also
issued a Warrant to acquire 2,000,000 shares of Common Stock at a price of $1.50
per share at any time on or prior to October 12, 2002,  subsequently extended to
October 12, 2003.

On October 26, 2000, the Company borrowed $150,000 from Friedlander  pursuant to
an 8% Secured  Convertible Note originally due December 2, 2000 and subsequently
extended  to March 1, 2001 and  convertible  into  Common  Stock at the ratio of
$1.00 of  principal  for each share of Common  Stock.  The Company also issued a
Warrant  to  acquire  3,000,000  shares of Common  Stock at a price of $1.00 per
share at any time on or prior to October  26,  2002,  subsequently  extended  to
October 26, 2003.

On November 9, 2000, the Company borrowed $100,000 from Friedlander  pursuant to
an 8% Secured  Convertible Note originally due December 2, 2000 and subsequently
extended  to March 1, 2001 and  convertible  into  Common  Stock at the ratio of
$0.75 of  principal  for each share of Common  Stock.  The Company also issued a
Warrant  to  acquire  2,666,667  shares of Common  Stock at a price of $0.75 per
share at any time on or prior to  November  9, 2002;  subsequently  extended  to
November 9, 2003.

                                       9
<PAGE>

On November 22, 2000, the Company borrowed $120,000 from Friedlander pursuant to
an 8% Secured  Convertible Note originally due December 2, 2001 and subsequently
extended to March 1, 2001 and convertible into Common Stock at the ratio of $.50
of principal for each share of Common  Stock.  The Company also issued a Warrant
to acquire  1,200,000 shares of Common Stock at a price of $.50 per share at any
time on or prior to November  22,  2002,  subsequently  extended to November 22,
2003.

On December 7, 2000, the Company borrowed $110,000 from Friedlander  pursuant to
an 8% Secured  Convertible  Note due March 1, 2001 and  convertible  into Common
Stock at the ratio of $.375 of  principal  for each share of Common  Stock.  The
Company  also issued a Warrant to acquire  825,000  shares of Common  Stock at a
price of $.375 per share at any time on or prior to December 7, 2003.

On December 20, 2000, the Company borrowed $50,000 from Friedlander  pursuant to
an 8% Secured  Convertible  Note due March 1, 2001 and  convertible  into Common
Stock at the ratio of $.18 of  principal  for each  share of Common  Stock.  The
Company also issued a Warrant to acquire  5,555,556  shares of Common Stock at a
price of $.18 per share at any time on or prior to December 20, 2003.

7) Capital Leases:
   ---------------

During September 2000, the Company purchased  computer equipment under a capital
lease expiring  September 2003. The assets will be depreciated  over the related
lease term. Lease payments began in October 2000. There has been no depreciation
recorded for the quarter ended September 30, 2000.

Minimum  future lease  payments under this capital lease as of December 31, 2000
are:

Year Ended December 31                                Amount
       2000                                        $   9,480
       2001                                           37,920
       2002                                           37,920
       2003                                           28,440
                                                      ------
Total minimum lease payments                         113,760
   Less: Amount representing interest                (13,144)
                                                    --------
   Present value of net minimum lease payment       $100,616
                                                    ========


8) Treasury Stock:
   ---------------

On September  26, 2000,  the Company  entered  into a  transaction  with John R.
Varsames ("Varsames"),  its former President and Chief Executive Officer whereby
Varsames transferred 6,680,000 shares of Common Stock in exchange for (i) all of
the assets of the  Company's  wholly-owned  subsidiary  WebATM,  Inc.,  and (ii)
subject to the rights of James D. Richards and Martine  Richards,  the Company's
55% equity  interest in SolutioNet  Ltd. The treasury stock was accounted for at
the recorded  amount of the assets  transferred to Mr.  Varsames.  In connection
with Item ii above,  the Company is awaiting  release  from James D. and Martine
Richards. As such the Company's 55% equity interest in SolutioNet,  Ltd., valued
at $166,799, has not been transferred to Mr. Varsames.

                                       10
<PAGE>

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,
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,  the  inability  of  the  Company  to  complete  development  of and
commercially  deploy 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 nine months ended September 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 and establishing strategic alliances.

                                       11
<PAGE>

      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.

RESULTS OF OPERATIONS : Three and Nine Months Ended September 30, 2000:

      Our financial  condition  and results from  operations  were  dramatically
different  between the three and nine months ended  September 30, 2000 and 1999.
The three and nine month periods ended September 30, 1999 reflect the operations
of Navis,  prior to and  immediately  following  the Navis  Transaction  and the
Friedlander Transaction.

                      Three Months Ended September 30, 2000

      During the three months ended  September 30, 1999,  Navis had no revenues.
Operating expenses were $690,050,  consisting of sales and marketing expenses of
$40,898,  product development  expenses of $188,179,  general and administrative
expenses of $442,008 and  depreciation  and  amortization  of $18,965.  Interest
expense was $4,685  resulting in a net loss before  preferred  stock dividend of
$662,012 or $0.07 per share.

      The Company had no revenues in the three months ended  September 30, 2000.
Operating  expenses  increased to $3,294,408 a 377% increase over the comparable
1999  period.  Operating  expenses  included  sales and  marketing  expenses  of
$550,731, a 1,247% 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 to  $1,509,631,  or 702%,  which
included a $950,000  reserve for  obsolete  inventory.  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 product development.

                                       12
<PAGE>

      General and administrative expense increased to $905,648, a 105% 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 services.

      Depreciation  and  amortization  expense  increased to $288,151,  a 1,419%
increase.  This increase during the current period is a result of acquisition of
equipment and related costs.

      Interest  expense on loans  increased  to  $18,411,  a 293%  increase as a
result of additional debt. In addition, interest expense related to amortization
of discounts related to detachable warrants issued with debt instruments totaled
$191,890, and was only related to the current period.

                        Nine Months Ended September 30, 2000

      During the nine  months  ended  September  30,  1999,  the  Company had no
revenues. Operating expenses were $1,608,633,  consisting of sales and marketing
expenses of $112,680,  product  development  expenses of  $397,827,  general and
administrative  expenses of $1,072,793  and  depreciation  and  amortization  of
$25,333.  Interest expense was $63,010  resulting in a net loss before preferred
stock dividend of $1,598,459 or $0.25 per share.

      The Company had no revenues in the nine months ended  September  30, 2000.
Operating expenses increased to $6,698,372,  a 316% increase over the comparable
1999  period.  Operating  expenses  included  sales and  marketing  expenses  of
$1,430,077,  a 1,169%  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 to $2,261,622,  which included the
aforementioned $950,000 reserve for obsolete inventory. This resulted in a total
468% 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 product development.

      General  and  administrative  expenses  increased  to  $2,446,751,  a 128%
increase which included  $304,553 of stock based  compensation.  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
services.

      Depreciation and amortization  expenses  increased to $519,675,  an 1,951%
increase.  This increase during the current period is a result of acquisition of
equipment and related costs.

      Interest expense increased to $225,412, a 258% increase due to an increase
in debt and interest  expense of $191,890  related to  amortization  of discount
related to  detachable  warrants  issued with debt.  The resulting a net loss is
$7,220,750 a 352% increase.

      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 lack of capital resources,  lack of management and other
personnel  and  unanticipated  technological  challenges  with the  System,  the
Company  is unable to predict  when,  if at all,  the  TVemail(TM)  System  will
deployed commercially. The Company will not be able to generate any revenue unit
the System is deployed. Additional risks and uncertainties are set forth in this
Report  under the caption  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations -Certain Trends and Uncertainties." .

                                       13
<PAGE>

      During the nine months ended  September 30, 2000,  the  Company's  product
development  efforts were focused on the final development and investigating the
third party production of the TVemail(TM) device and further product development
for subsequent  versions of the TVemail(TM) System and other ancillary products.
As of the  date  of this  filing,  due to lack  of  capital  resources,  lack of
management and other personnel, the Company has ceased its development efforts.

      A significant  amount of capital was spent of product  development  during
the nine months  ended  September  30,  2000.  Due to lack of capital  resources
subsequent  to September  30, 2000,  the Company has been unable to fund further
product development.

      As of September 30, 2000, we employed 37 full time  employees,  a decrease
of 20 employees from the prior quarter.  This reduction was primarily related to
a  reduction  of  operating  personnel  which  occurred  on  September  1, 2000.
Subsequent  to  September  1, 2000 six  officers of the Company  tendered  their
resignations:  Mark Boucher,  Vice  President of Finance,  Erik  Lundberg,  Vice
President of Information  Technology,  Richard Schaaf,  Vice President of Market
Deployment, John R. Varsames, President and Chief Executive Officer, and Michael
T. Grennan,  Chief  Financial  Officer,  and George Horton,  President and Chief
Executive Officer.  Additional employees resigned or were terminated  subsequent
to September 30, 2000. As of December 28, 2000, the Company employed 9 full-time
and one part-time  employee.  Mr. Horton  submitted his resignation as President
and Chief  Executive  Officer on  December 8, 2000  leaving the Company  with no
officers or  management.  The Board of Directors  retained  Messrs.  Grennan and
Varsames on a short-term  consulting basis to assess the business and operations
of the  Company  and  provide a written  report  to the Board of  Directors.  On
December 26, 2000 Mr. Grennan was appointed  Vice President and Chief  Financial
Officer.

      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. Due to lack of capital resources, lack
of management and other personnel, and unanticipated  technological difficulties
with the System,  the Company is unable to predict when, if all, the System will
be launched  in the United  States or  internationally.  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. Due to lack of capital resources,  the Company
is unable to fulfill that  commitment.  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)
product  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.  As of December 27, 2000, this
entity, eNote International, has exhausted its capital resources. Due to lack of
capital  resources,  the  Company is unable to pursue  additional  international
opportunities  or strategic  relationships  to bring  localized  versions of the
TVemail(TM)  System to market throughout the world's  industrialized  countries.
These plans are  subject to many risks and  uncertainties,  including  those set
forth in this Report under the caption "Certain Trends and Uncertainties".

                                       14
<PAGE>

      The  Company  originally  planned to  purchase  approximately  $500,000 in
computer equipment, lab equipment and development tools in its fiscal year ended
December  31,  2000.  For the nine months ended  September  30,  2000,  we spent
$410,155 on property and equipment, and entered into capital leases of $100,616.
The Company does not  anticipate  material  outlays for  property and  equipment
subsequent to September 30, 2000 due to lack of capital resources.

      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  second  quarter  of 2000,  we  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 nine  months  ended  September  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.

      During  August  2000,  the  Company   borrowed   $250,000  from  eNote.com
International,  Ltd and $250,000 from  Friedlander  Capital  Management Corp. as
described in Note 6 above.

          On September 11, 2000, we borrowed  $100,000 from Friedlander  Capital
Management  Corp.  in exchange for an 8% Secured  Convertible  Note due March 1,
2001.

         On September 14, 2000, we borrowed  $150,000 from  Friedlander  Capital
Management  Corp. in exchange for an 8% Note due March 1, 2001.  Payment of this
Note is secured by all the  inventory  of the Company  then owned or  thereafter
acquired  pursuant to Security  Agreements dated as of September 14, 2000. As of
the date of this filing, $245,000 of these notes has been repaid.

                                       15
<PAGE>

         In  addition,   on  September  28,  2000,  we  borrowed  $150,000  from
Friedlander  Capital  Management  Corp.  in exchange for an 8% Note due March 1,
2001.  Payment of this Note is secured by all the  inventory of the Company then
owned  or  thereafter  acquired  pursuant  to  Security  Agreements  dated as of
September 28, 2000.

      As of  September  30,  2000,  the  Company's  balance  of  cash  and  cash
equivalents was $35,305.  The Company's ability to meet its customary  operating
expenses is dependent  on its ability to obtain  continuing  short-term  interim
financing from a related  investor or other  additional  debt or equity capital.
However,  there can be no  assurance  that  interim  financing  or other debt or
equity capital will be available to the Company. The Company anticipates that it
will need to raise  significant  capital  during the  remainder of 2000 and into
2001 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.  The Company is not  generating  cash from its operations and therefore
requires  outside  investors,  which includes  Friedlander,  to fund its current
obligations, which are primarily payroll and rent. The Company is four months in
arrears in its rental obligations. The Company has not had cash available to pay
its payables, which are seriously overdue.

      In addition,  the Company's  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.  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.  No
efforts are currently underway to obtain such additional financing.  When and if
such efforts are undertaken,  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.


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

                    RISKS RELATING TO THE COMPANY'S NEED FOR ADDITIONAL
                               FINANCIAL RESOURCES
Need for Additional Funds
      The  Company  has no capital 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  or to  initially  launch  the
TVemail(TM)  System.  The  Company  will  have to raise  substantial  additional
capital in order to complete such  endeavors and if and when such  endeavors are
completed,  to initiate  mass  production  of the Client  Hardware  and initiate
widespread  sales and  marketing  efforts  relating  to the  TVemail(TM)  System
service.  No efforts are currently  underway to obtain additional  funding.  The
Company may 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.

                                       16
<PAGE>

      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.

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 September  30, 2000,  each share of Preferred  Stock was  convertible  into 1
share of Common Stock.

Management Departures, Need for and Dependence on Qualified Personnel.
      In addition to an overall reduction in employees, the Company's management
team has been significantly  reduced by the departure of several key executives,
whom, with one exception, the Company has not replaced. These departures include
Daniel  Peterson,  Vice  President of Business  Development,  John R.  Varsames,
President  and Chief  Executive  Officer  (who was  replaced by George  Horton),
George  Horton,  President  and Chief  Executive  Officer,  Mark  Boucher,  Vice
President of Finance, Erik Lundberg,  Vice President of Information  Technology,
Richard  Schaaf,  Vice President of Market  Deployment,  and Michael T. Grennan,
Chief Financial Officer.  Mr. Grennan rejoined the Company as Vice President and
Chief Financial  Officer on December 26, 2000. Our success is highly dependenton
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 due to
financial  constraints  and other factors 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.

                                       17
<PAGE>

Multiple Responsibilities, Potential Conflicts of Interest
      George Horton, who was appointed President,  Chief Executive Officer and a
director of the Company on August 30,  2000,  resigned  on December 8, 2000.  He
is a  director  and Chief  Executive  Officer  of eNote  International.com,  the
Company's 50% owned joint venture and is compensated by eNote International.com,
and during his  tenure was unable to devote his full time and  attention  to the
Company's  affairs.  These  multiple roles may have posed a conflict of interest
for Mr.  Horton in  discharging  his duties as an officer  and  director  of the
Company. Mr. Horton was not compensated by the Company for his services.

                   RISKS RELATING TO THE COMPANY'S OPERATIONS
                                AND 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 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  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. Due to lack of capital resources,  lack of management and
other personnel,  and unexpected  technical challenges we are unable to predict,
when if at all, the TVemail(TM) System will be deployed commercially.
      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 due to lack of capital resources, lack of management and other
personnel and other factors.  Although we believe that, in the future, we may 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.

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.

                                       18
<PAGE>

      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
products. Furthermore, we may 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.

                                       19
<PAGE>

      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.  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. Business Plan;  Management
of Growth
      Due to lack of management and other personnel, the Company does not have a
viable  business plan in place.  Based on the written report of the  consultants
retained by the Company,  the Board of Directors in conjunction with Mr. Grennan
anticipates  formulating  a business  plan.  If the Company  expands it existing
operations,  the  Company  will need to hire  management  and  other  personnel.
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 existing  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.

Capacity Constraints May Impede Revenue Growth and Profitability.
      When and if the TVemail(TM) System is launched  commercially,  the Company
believes 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.

                                       20
<PAGE>

Systems Failures and Business InterruptionsWhich Would Harm our Business.
      When and if the TVemail(TM) System is launched  commercially,  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.  For
deployment in the United States we intend to manage our own server  systems 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 affected 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
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.

                                       21
<PAGE>

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.

                          PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.

Not applicable.

Item 2. Changes in Securities.

During the nine months ended  September  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 nine months ended  September  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.

                                       22
<PAGE>

On August 17, 2000, the Company borrowed  $250,000 from Friedlander  pursuant to
an 8% Secured  Convertible Note originally due December 2, 2000 and subsequently
extended  to March 1, 2001 and  convertible  into  Common  Stock at the ratio of
$2.50 of  principal  for each share of Common  Stock.  The Company also issued a
Warrant to acquire 2,000,000 shares of Common Stock of the Company at a price of
$2.50  per  share  at any  time on or prior to  August  17,  2002,  subsequently
extended to August 17, 2003.

On August 31, 2000, the Company borrowed  $250,000 from eNote  International.com
Ltd.  pursuant  to an 8%  Secured  Convertible  Note due  December  2,  2000 and
convertible  into Common Stock at the ratio of $2.50 of principal for each share
of Common Stock.  The Company also issued a Warrant to acquire  2,000,000 shares
of Common  Stock of the  Company at a price of $2.50 per share at any time on or
prior to August 31, 2002.

On September 11, 2000, the Company borrowed  $100,000 from Friedlander  pursuant
to  an  8%  Secured  Convertible  Note  originally  due  December  2,  2000  and
subsequently  extended to March 1, 2001 and convertible into Common Stock at the
ratio of $2.50 of  principal  for each share of Common  Stock.  The Company also
issued a Warrant to acquire  800,000  shares of Common Stock at a price of $2.50
per share at any time on or prior to September 11, 2002,  subsequently  extended
to September 11, 2003.

On September 14, 2000, the Company borrowed  $150,000 from Friedlander  pursuant
to an 8% Secured Note originally due October 14, 2000 and subsequently  extended
to March 1, 2001 and secured by all the Company's inventory.

On September  26, 2000,  the Company  entered  into a  transaction  with John R.
Varsames,  its former  President and Chief Executive  Officer  whereby  Varsames
transferred  6,680,000 shares of Company Common Stock in exchange for (i) all of
the assets of the  Company's  wholly-owned  subsidiary  WebATM,  Inc.,  and (ii)
subject to the rights of James D. Richards and Martine  Richards,  the Company's
55% equity interest in SolutioNet, Ltd.

On September 28, 2000, the Company borrowed  $150,000 from Friedlander  pursuant
to an 8% Secured Note originally due October 14, 2000 and subsequently  extended
to March 1, 2001 and secured by all the Company's inventory.

On October 12, 2000, the Company borrowed $150,000 from Friedlander  pursuant to
an 8%  Secured  Convertible  Note  due  originally  due  December  2,  2000  and
subsequently  extended to March 1, 2001 and convertible into Common Stock at the
ratio of $1.50 of  principal  for each share of Common  Stock.  The Company also
issued a Warrant to acquire 2,000,000 shares of Common Stock at a price of $1.50
per share at any time on or prior to October 12, 2002,  subsequently extended to
October 12, 2003.

On October 26, 2000, the Company borrowed $150,000 from Friedlander  pursuant to
an 8% Secured  Convertible Note originally due December 2, 2000 and subsequently
extended  to March 1, 2001 and  convertible  into  Common  Stock at the ratio of
$1.00 of  principal  for each share of Common  Stock.  The Company also issued a
Warrant  to  acquire  3,000,000  shares of Common  Stock at a price of $1.00 per
share at any time on or prior to October  26,  2002,  subsequently  extend ed to
October 26, 2003.

                                       23
<PAGE>

On November 9, 2000, the Company borrowed $100,000 from Friedlander  pursuant to
an 8% Secured  Convertible Note originally due December 2, 2000 and subsequently
extended  to March 1, 2001 and  convertible  into  Common  Stock at the ratio of
$0.75 of  principal  for each share of Common  Stock.  The Company also issued a
Warrant  to  acquire  2,666,667  shares of Common  Stock at a price of $0.75 per
share at any time on or prior to  November  9, 2002,  subsequently  extended  to
November 3, 2003.

On November 22, 2000, the Company borrowed $120,000 from Friedlander pursuant to
an 8% Secured  Convertible Note originally due December 2, 2000 and subsequently
extended to March 1, 2001 and convertible into Common Stock at the ratio of $.50
of principal for each share of Common  Stock.  The Company also issued a Warrant
to acquire  1,200,000 shares of Common Stock at a price of $.50 per share at any
time on or prior to November  22,  2002,  subsequently  extended to November 22,
2003.

On December 7, 2000, the Company borrowed $110,000 from Friedlander  pursuant to
an 8% Secured  Convertible  Note due March 1, 2001 and  convertible  into Common
Stock at the ratio of $.375 of  principal  for each share of Common  Stock.  The
Company  also issued a Warrant to acquire  825,000  shares of Common  Stock at a
price of $.375 per share at any time on or prior to December 7, 2003.

On December 20, 2000 the Company borrowed  $50,000 from Friedlander  pursuant to
an 8% Secured  Convertible  Note due March 1, 2001 and  convertible  into Common
Stock at the ratio of $.18 principal for each share of Common Stock. The Company
also issued a Warrant to acquire  5,555,556 shares of Common Stock at a price of
$.18 per share at any time on or prior to December 20, 2000.

 The Notes and Warrants  were issued in  transactions  exempt from  registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

The Company is in default under its 8% Secured  Convertible Note issued to eNote
International.com in the principal amount of $250,00 due December 2, 2000. As of
December  28,  2000  the  principal  amount  of  $250,000  and  interest  in the
approximate amount of $6,520.55 is in arrears.

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

Not applicable.

Item 5. Other Information.

Not applicable.

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

(a)   Exhibits

                                       24
<PAGE>

                                 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. **

      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. **

                                       25
<PAGE>

      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.**

      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.***

                                       26
<PAGE>

      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.***

      4.26       $250,000 8% Subordinated Secured Convertible Note dated
                 August 17, 2000 due December 2, 2000 to Friedlander
                 Capital Management Corp.****

      4.27       Warrant dated August 17, 2000 to acquire 2,000,000
                 shares of eNote.com Inc. Common Stock to Friedlander
                 Capital Management Corp.****

      4.28       $250,000 8% Subordinated Secured Convertible Note dated
                 August 31, 2000 due December 2, 2000 to eNote
                 International.com Ltd.****

      4.29        Warrant dated August 31, 2000 to acquire 2,000,000
                 shares of eNote.com Inc. Common Stock to eNote
                 International.com Ltd.****

      4.30       $100,000 8% Subordinated Secured Convertible Note dated
                 September 11, 2000 due December 2, 2000 to Friedlander
                 Capital Management Corp.

      4.31       Warrant dated September 11, 2000 to acquire 800,000
                 shares of eNote.com Inc. Common Stock to Friedlander
                 Capital Management Corp.

      4.32       $150,000 8% Secured Note dated September 14, 2000 due
                 December 2, 2000 to Friedlander Capital Management
                 Corp.

      4.33       $150,000 8% Secured Note dated September 28, 2000 due
                 December 2, 2000 to Friedlander Capital Management Corp.

      4.34       $150,000 8% Subordinated Secured Convertible Note dated
                 October 12, 2000 due December 2, 2000 to Friedlander
                 Capital Management Corp.

      4.35       Warrant dated October 12, 2000 to acquire 2,000,000
                 shares of eNote.com Inc. Common Stock to Friedlander
                 Capital Management Corp.

      4.36       $150,000 8% Subordinated Secured Convertible Note dated
                 October 26, 2000 due December 2, 2000 to Friedlander
                 Capital Management Corp.

      4.37       Warrant dated October 26, 2000 to acquire 3,000,000
                 shares of eNote.com Inc. Common Stock to Friedlander
                 Capital Management Corp.

                                       27
<PAGE>

      4.38       $150,000 8% Subordinated Secured Convertible Note dated
                 November 9, 2000 due December 2, 2000 to Friedlander
                 Capital Management Corp.

      4.39       Warrant dated November 9, 2000 to acquire 2,666,667
                 shares of eNote.com Inc. Common Stock to Friedlander
                 Capital Management Corp.

      4.40       $120,000 8% Subordinated Secured Convertible Note dated
                 November 22, 2000 due December 2, 2000 to Friedlander
                 Capital Management Corp.

      4.41       Warrant dated November 22, 2000 to acquire 1,200,000
                 shares of eNote.com Inc. Common Stock to Friedlander
                 Capital Management Corp.

      4.42       Letter  Agreement  dated  November 20, 2000 between the Company
                 and   acknowledged   and  agreed  to  by  Friedlander   Capital
                 Management  Corp.  extending  the  maturity  date of 8% Secured
                 Notes due October 14, 2000.

      4.43       Letter Agreement dated December 2, 2000 between the Company and
                 acknowledged  and agreed to by Friedlander  Capital  Management
                 Corp.  extending  the  maturity  date of 8%  Secured  Notes due
                 December 2, 2000.

      4.44       $110,000  8% Subordinated Convertible Note dated
                 December 7, 2000 due March 1, 2001 to Friedlander
                 Capital Management Corp.

      4.45       Warrant dated December 7, 2000 to acquire 825,00 shares
                 of eNote.com Inc. Common Stock to Friedlander Capital
                 Management Corp.

      4.45       $50,000 8% Subordinated Convertible Note dated December
                 20, 2000 due March 1, 2000 to Friedlander Capital
                 Management Corp.

      4.47       Warrant dated December 20, 2000 to acquire 5,555,556
                 shares of Enote.com Inc. Common Stock to Friedlander
                 Capital Management Corp.

      4.48       Letter Agreement dated December 20, 2000 between the
                 Company and acknowledged and agreed to by Friedlander
                 Capital Management Corp. extending the termination date
                 of warrants.

     10.13       Agreement dated December 30, 1999 between NaviSite 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.***

                                       28
<PAGE>

     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       Separation Agreement dated as of September 26, 2000
                 between the John R. Varsames and the Company.

       27        Financial Data Schedule

* 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.  ****  Previously  filed with, and  incorporated by
reference to, the Company's Current Report on Form 8-K filed September 1, 2000.

(b) Reports on Form 8-K.

   (1) On  September  1, 2000 the Company  filed a Report on Form 8-K  reporting
under Item 5, the  resignation  of John  Varsames as its  President and CEO, the
appointment  of George  Horton,  as  President  and CEO,  the  resignation  of a
director  of the  Company  and the  appointment  of Mr.  Horton  to the Board of
Directors. The Company also announced that it had received $500,000 of financing
from an existing  stockholder and from an affiliate in exchange for the issuance
of  an  aggregate  principal  amount  of  $500,000  of 8%  Subordinated  Secured
Convertible  Notes due  December 2, 2000 and  Warrants to purchase an  aggregate
amount of 4,000,000 shares of the Company's Common Stock for $2.50 per share.

                                       29
<PAGE>

   The Company also  announced that it had  significantly  reduced its operating
personnel  and announced the  departure of Daniel  Peterson,  Vice  President of
Business Development.

   (2) On October  11,  2000 the  Company  filed a Report on Form 8-K  reporting
under Item 1 a change in control  of the  Company.  On  September  26,  2000 the
Company and John Varsames, a former President,  CEO and director of the Company,
entered into a transaction  (the  "Transaction")  in which Varsames  transferred
6,680,000  shares of the  Company's  Common Stock to the Company in exchange for
(i) all of the assets of the Company's  wholly-owned  subsidiary WebATM, Inc and
(ii)  subject to the  rights of James D.  Richards  and  Martine  Richards,  the
Company's 55% equity interest in SolutioNet Ltd. As a result of the Transaction,
Burton  G.  Friedlander,  a  significant  stockholder  of the  Company,  had his
percentage of voting control increased from approximately 34% to 57%.

   Under  Item  2 the  Company  reported  the  transfer  of  all  assets  of its
subsidiary  WebATM,  Inc.  and,  subject to the rights of James D.  Richards and
Martine  Richards,  the transfer of all of its equity  interests in  SolutionNet
Ltd. to Varsames in  consideration  for the  6,680,000  shares of the  Company's
Common  Stock  transferred  to  the  Company  as  part  of  the   aforementioned
Transaction.  Under  Item 5 the  Company  referred  to its press  release  dated
September  28, 2000 which  announced  the  appointment  of Erik Lundberg as Vice
President of  Information  Technology,  Rick Schaaf as Vice  President of Market
Development  and Mark  Boucher as Vice  President of Finance.  In addition,  the
press  release  announced  the  resignation  of John  Varsames from the Board of
Directors of the Company and described the aforementioned Transaction.



                                       30
<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)

December 29, 2000             /s/ Michael T. Grennan
                  ------------------------------------------
                               Michael T. Grennan
                                Vice President
                           (Principal Executive Officer)

December 29, 2000             /s/ Michael T. Grennan
                  ------------------------------------------
                               Michael T. Grennan
                                Vice President
                      (Principal Financial Office and Principal
                                 Accounting Officer)






                                       31
<PAGE>



                                                                    Exhibit 4.30

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933  AND MAY NOT BE SOLD,  ASSIGNED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT OF 1933 UNLESS
PAYOR HAS RECEIVED THE WRITTEN  OPINION OF COUNSEL  SATISFACTORY TO PAYOR TO THE
EFFECT THAT SUCH SALE,  ASSIGNMENT  OR TRANSFER  DOES NOT INVOLVE A  TRANSACTION
REQUIRING REGISTRATION OF SUCH SECURITY UNDER THE SECURITIES ACT OF 1933.


B-3                                                                     $100,000


                                  eNote.com Inc
                              185 Allen Brook Lane
                            Williston, Vermont 05495
                               September 11, 2000

                    8% Subordinated Secured Convertible Note
                              Due December 2, 2000

eNote.com Inc., a Delaware corporation, (the "Corporation"), for value received,
promises to pay FRIEDLANDER CAPITAL MANAGEMENT CORP. (the "Holder"),  the sum of
ONE HUNDRED  THOUSAND  DOLLARS  ($100,000)  on  December 2, 2000 (the  "Maturity
Date"), together with interest accrued thereon at the rate of eight percent (8%)
per annum,  computed  from  September  11, 2000 (the "Issue  Date").  Payment of
principal  and interest  shall be made in lawful  money of the United  States of
America on the Maturity  Date unless this Note is earlier  converted as provided
for  herein.  This  Note,  is  part  of a  series  of  8%  Subordinated  Secured
Convertible  Notes due December 2, 2000 being issued by the Corporation  (each a
"Note" and together the "Notes").

Payment of the Notes is secured by all  tangible  and  intangible  assets of the
Corporation pursuant to a Security Agreement dated as of August 17, 2000, as may
be amended from time to time.

1.      Conversion.

            (a) The  holder  of this  Note  may at time  prior  to the  maturity
hereof,  convert the principal  amount hereof and interest  accrued thereon into
shares of the Corporation's Common Stock. The conversion ratio shall be $2.50 of
principal  converted  per share of Common  Stock  (the  "Conversion  Rate").  To
convert this Note,  the holder  hereof must  surrender the same at the office of
the  Corporation,  together  with a written  instrument  of  transfer  in a form
satisfactory  to the  Corporation,  properly  completed  and executed and with a
written  notice of conversion.  All rights of the holder of this Note shall,  to
the extent of the principal and interest thereof converted, cease as of the date
of such conversion.

            (b) In  case  the  Corporation  shall  at  any  time  subdivide  its
outstanding  shares  of  Common  Stock  into a greater  number  of  shares,  the
Conversion  Rate in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  i.e.,  the holder shall be entitled to purchase after
such  subdivision,  for the  same  consideration  as  applicable  prior  to such
subdivision,  the same  percentage of outstanding  Common Stock that such holder
was entitled to purchase prior to such subdivision,  and conversely, in case the
outstanding  shares of Common Stock of the Corporation  shall be combined into a
smaller number of shares,  the Conversion Price in effect  immediately  prior to
such combination  shall be  proportionately  increased.  In case the Corporation
shall  declare a dividend or make any other  distribution  upon any stock of the
Corporation  payable  in  Common  Stock,   options  or  convertible   securities
exercisable  or  convertible  into  shares of Common  Stock,  any Common  Stock,
options or convertible  securities,  as the case may be,  issuable in payment of
such  dividend  or  distribution  shall  be  deemed  to have  been  issued  in a
subdivision of outstanding shares as provided in the foregoing sentence.

            (c) The Corporation will at all times reserve and keep available out
of its authorized Common Stock or its treasury shares, solely for the purpose of
issuance upon conversion of the Note as herein  provided,  such number of shares
of Common  Stock as shall then be issuable  upon  conversion  of this Note.  The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all taxes,  liens and charges with respect to the issue  thereof,  and,  without
limiting the generality of the foregoing, the Corporation covenants that it will
from time to time take all such  action as may be  requisite  to assure that the
par value per share of the  Common  Stock is at all times  equal to or less than
the effective  Conversion Rate. The Corporation will take all such action as may
be  necessary  to assure that all such  shares of Common  Stock may be so issued
without violation of any applicable law or regulation, or of any requirements of
any national  securities exchange upon which the Common Stock of the Corporation
may be listed.  The  Corporation  will not take any action which  results in any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued and issuable after such action upon  conversion of this Note would exceed
the total number of shares of Common Stock then authorized by the  Corporation's
Certificate of Incorporation. The Corporation has not granted and will not grant
any right of first refusal with respect to shares  issuable  upon  conversion of
this Note, and there are no preemptive rights associated with such shares.

2.      Fractional  shares. In lieu of issuing any fraction of a share upon the
conversion of this Note, the Corporation  shall pay to the holder hereof for any
fraction of a share otherwise  issuable upon the  conversion,  cash equal to the
same fraction of $2.50.

3.  Prepayment.  This Note may be prepaid without  penalty.  In the case of each
prepayment of less than all of the outstanding Notes, the principal amount to be
prepaid shall be allocated among the respective Notes and the holders thereof so
that the principal amount to be prepaid to each holder shall bear the same ratio
to the aggregate  principal amount then to be prepaid as the principal amount of
Notes then held by such holder bears to the aggregate  principal amount of Notes
then outstanding.  Five (5) business days prior to any prepayment  hereunder the
Corporation shall provide written notice to each Note holder indicating the date
and amount of such  prepayment.  The Note holder shall have the right to convert
the principal amount of any such prepayment prior to date of prepayment.

4.    Subordination.

            (a)  The  Corporation,  for  itself,  its  successors  and  assigns,
covenants  and agrees,  and each holder of this Note by his  acceptance  thereof
likewise covenants and agrees, that the payment of the principal of and interest
on each and all of this Note shall be subordinate and subject, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

            (b) Upon any  distribution  of  assets of the  Corporation  upon any
dissolution,  winding up,  liquidation,  or  reorganization  of the Corporation,
whether  in  bankruptcy,  insolvency,  or  receivership  proceedings  or upon an
assignment  for the benefit of creditors of any other  dissolution,  winding up,
liquidation, or reorganization of the Corporation:

                  (i) All Senior  Indebtedness  shall first be paid in full,  or
provision made for such payment in full of the principal  thereof,  and premium,
if any,  and  interest  thereon,  before  any  payment is made on account of the
principal of, or interest on, the Notes;

                  (ii) Any payment or  distribution of assets of the Corporation
of any kind or character,  whether in cash, property,  or securities (other than
stock of the  Corporation  as  reorganized  or  readjusted  or securities of the
Corporation or any other corporation provided for by a plan of reorganization or
readjustment  the  payment  of which  is  subordinate,  at  least to the  extent
provided in this Section with respect to the Notes, to the payment of all Senior
Indebtedness  at the time  outstanding  and to any securities  issued in respect
thereof under any such plan of  reorganization  or  readjustment),  to which the
holder of this Note would be entitled  except for the provisions of this Section
shall be paid by the  liquidating  trustee or agent or other person  making such
payment  of  distribution,   whether  a  trustee  in  bankruptcy,  receiver,  or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness  or their  representative  or  representatives  or the  trustee  or
trustees under any indenture under which any instruments  evidencing any of such
Senior  Indebtedness  may have been issued,  ratably  according to the aggregate
amounts  remaining  unpaid on account of the principal of, and premium,  if any,
and interest on, the Senior  Indebtedness  held or  represented  by each, to the
extent  necessary to make payment in full of all Senior  Indebtedness  remaining
unpaid,  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness; and

                  (iii) In the event that,  notwithstanding  the foregoing,  any
payment or  distribution  of assets of the Corporation of any kind or character,
whether in cash, property, or securities (other than stock of the Corporation as
reorganized  or  readjusted  or  securities  of the  Corporation  or  any  other
corporation provided for by a plan of reorganization or readjustment the payment
of which is  subordinate,  at least to the extent  provided in this Section with
respect  to the Note,  to the  payment of all  Senior  Indebtedness  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the holder of this Note
before  all  Senior  Indebtedness  is paid in full,  or  provision  made for its
payment,  such  payment  or  distribution  shall be paid over to the  holders of
Senior Indebtedness  remaining unpaid or unprovided for or their  representative
or representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
as provided in the foregoing subparagraph (2), for application to the payment of
such Senior Indebtedness until all such Senior Indebtedness shall have been paid
in full  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness.

            (c) Subject to the payment in full of all Senior  Indebtedness,  the
holder of this Note shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to  receive  payments  or  distributions  of  cash,  property,  or
securities of the Corporation  applicable to the Senior  Indebtedness  until the
principal  of and  interest  on this  Note  shall be paid in  full,  and no such
payments  or  distributions  in  respect  of this  Note of  cash,  property,  or
securities  distributable to the Senior  Indebtedness  under the provisions here
shall,  as between  the  Corporation,  its  creditors  other than the holders of
Senior Indebtedness,  and the holder of this Notes, be deemed to be a payment by
the  Corporation  to or on  account  of this  Note.  It is  understood  that the
provisions  of this  Section  are and are  intended  solely  for the  purpose of
defining the relative  rights of the holder of this Note,  on the one hand,  and
the holders of the Senior  Indebtedness on the other hand.  Nothing contained in
this Section is intended to or shall  impair,  as between the  Corporation,  its
creditors other than the holders of Senior Indebtedness,  and the holder of this
Note, the absolute and  unconditional  obligation of the  Corporation to pay the
holder of this Note the  principal  of and interest on this Note as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative  rights of the holder of this Note and creditors
of the Corporation other than the holders of the Senior Indebtedness;  nor shall
anything  herein or therein  prevent the holder of this Note from exercising all
remedies  otherwise  permitted by  applicable  law upon default under this Note,
subject  to the  rights,  if any,  under this  Section of the  holders of Senior
Indebtedness  in respect of cash,  property  or  securities  of the  Corporation
received upon the exercise of any such remedy.

            (d) Upon any  distribution of assets of the Corporation  referred to
in this  Section,  the  holder of this  Note  shall be  entitled  to rely upon a
certificate  of the  liquidating  trustee  or agent or other  person  making any
distribution to such holder for the purpose of ascertaining the persons entitled
to participate in such distribution,  the holders of the Senior Indebtedness and
other  indebtedness of the  Corporation,  the amount thereof or payable thereon,
and all other facts pertinent thereto or to this Section.

            (e) If there  shall have  occurred  a default in the  payment of the
principal of (or premium, if any) or interest on any Senior Indebtedness,  then,
unless and until  such  default  shall have been cured or waived,  no payment of
principal  or interest  shall be made by the  Corporation  on this Note,  and no
holder of this Note shall be  entitled  to  receive  any such  payment.  Nothing
contained  in  this  Section  shall,   however  (1)  affect  the  obligation  of
Corporation to make or prevent the Corporation from making,  at any time, except
during  the  pendency  of  any   dissolution,   winding  up,   liquidation,   or
reorganization  proceedings  or except as provided in the first sentence of this
subsection,  payments of principal  of or interest on this Note,  or (2) prevent
the  application  by any  paying  agent of any moneys  deposited  with it by the
Corporation to the payment of or on account of the principal of, or interest on,
this  Note,  if,  at the time of such  deposit,  the  paying  agent did not have
written notice of any event prohibiting the making of such payment or deposit by
the  Corporation;  or (3) be construed as preventing the occurrence of any Event
of Default hereunder.

            (f)  No  right  of any  present  or  future  holder  of  any  Senior
Indebtedness  of the  Corporation to enforce  subordination  as herein  provided
shall at any time or in any way be  prejudiced or impaired by any act or failure
to act on the part of the  Corporation  or by any act or failure to act, in good
faith, by any such holder,  or by an  noncompliance  by the Corporation with the
terms,  provisions,  and  covenants of this Note,  regardless  of any  knowledge
thereof any such holder may have or be otherwise charged with.

            (g) Any  renewal or  extension  of the time of payment of any Senior
Indebtedness  or the  exercise by the holders of Senior  Indebtedness  of any of
their rights under the Senior  Indebtedness,  including  without  limitation the
waiver of default  thereunder  or the release of any security  therefor,  may be
made or done all without  notice to or assent  from the holder of this Note.  No
compromise,  alteration, amendment,  modification,  extension, renewal, or other
change of, or waiver,  consent,  or other action in respect of, any liability or
obligation under or respect of, or of any of the terms, covenants, or conditions
or any  indenture or other  instrument  under which any Senior  Indebtedness  is
outstanding or of such Senior Indebtedness,  and no release of property securing
any Senior  Indebtedness,  whether or not such release is in accordance with the
provisions of any applicable  document,  shall in any way alter or affect any of
the provisions of this Section.

            (h) "Senior  Indebtedness"  for purposes of this Section  shall mean
all indebtedness  (principal and interest) now existing or hereafter incurred of
the Corporation  for money borrowed from banks or other financial  institutions:
(i) which is secured by the  assets of the  Corporation;  and (ii) is not by its
express terms subordinate and junior to or on parity with this Note.

5. Default. If any of the following events occur ("Event of Default"), the
entire unpaid principal amount of, and accrued and unpaid interest on, this Note
shall immediately be due and payable, and the Corporation shall pay all costs of
collection  including,  but not  limited  to,  reasonable  attorneys'  fees  and
expenses  incurred by the owner(s) or its assigns on account of such collection,
whether or not suit is brought:

            (a)   The Corporation fails to pay the principal of this Note at its
maturity;

            (b) The  Corporation  commences any voluntary  proceeding  under any
bankruptcy,reorganization,   arrangement,   insolvency,  readjustment  of  debt,
receivership,  dissolution,  or liquidation law or statute, of any jurisdiction,
whether now or  subsequently  in effect;  or the  Corporation  is adjudicated as
bankrupt by a court of competent  jurisdiction;  or the Corporation petitions or
applies for,  acquiesces in, or consents to, the  appointment of any receiver or
trustee of the  Corporation or for all or  substantially  all of its property or
assets; or the Corporation makes an assignment for the benefit of its creditors;
or the  Corporation  admits in writing  its  inability  to pay its debts as they
mature; or

            (c)  There is  commenced  against  the  Corporation  any  proceeding
relating to the Corporation under any bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, receivership,  dissolution, or liquidation law
or statute, of any jurisdiction,  whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent to, approval of, or acquiescence in the proceeding; or
a  receiver  or  trustee  is  appointed  for  the  Corporation  or  for  all  or
substantially all of its property or assets, and the receivership or trusteeship
remains  undischarged  for a period  of 60 days;  or a  warrant  of  attachment,
execution  or similar  process is issued  against  any  substantial  part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.

6. Registered  owner.  The  Corporation  shall treat the person or persons whose
name or names appear on this Note as the absolute owner or owners hereof for the
purpose of receiving  payment of, or on account of, the  principal  and interest
due on this Note and for all other  purposes,  unless and until  written  notice
satisfactory  to  the  Corporation  is  provided  by  the  registered  owner  of
assignment hereof.

7. Assignment.  The Corporation may assign its rights hereunder to any person or
entity. No assignment of rights or obligations shall be effective until delivery
of written notice of such assignment is made by the assigning party to the other
party hereto.

8. Release of shareholders,  officers and directors. This Note is the obligation
of the  Corporation  only,  and no recourse  shall be had for the payment of any
principal or interest hereon against any shareholder, officer or director of the
Corporation,  either  directly  or  through  the  Corporation,  by virtue of any
statute  for the  enforcement  of any  assessment  or  otherwise.  The holder or
holders of this Note, by the acceptance hereof, and as part of the consideration
for this  Note,  release  all  claims  and waive  all  liabilities  against  the
foregoing persons in connection with this Note.

9.  Amendments.  With the consent of the holders of a majority of the  principal
amount of outstanding  Notes,  evidenced by a written instrument or instruments,
Payor  may amend  the  Notes by  executing  and  delivering  to the  holders  an
amendment thereto for the purpose of adding any provisions to or changing in any
manner or eliminating  any of the provisions of the Notes or of modifying in any
manner the rights of the  holders;  provided,  however,  that no such  amendment
shall,  without  the  consent of the holder of each  outstanding  Note  affected
thereby:

            (a) Change the stated  maturity  of the  principal  of any Note,  or
reduce the principal amount thereof or the interest thereon,  or the currency in
which any Note or the  interest  thereon  is  payable,  or  impair  the right to
institute  suit for the  enforcement  of any such payment on or after the stated
maturity thereof (or, in the case of prepayment, or after the prepayment date);

            (b) Reduce the  percentage  in principal  amount of the  outstanding
Notes,  the  consent of whose  holders is  required  for any  amendment,  or the
consent of whose  holders is  required  for any  waiver of  compliance  with the
provisions hereof; or

            (c) Modify any of the provisions of this Section, except to increase
any such  percentage or to provide that other  provisions of the Notes cannot be
modified or waived without the consent of the holder affected thereby.

Upon the  execution  and  delivery  of any  amendment  in  accordance  with this
Section, the Notes shall be modified in accordance  therewith,  and every holder
of  Notes  theretofore  or  thereafter  executed  and  delivered  shall be bound
thereby.

10.  Governing  Law.  The Notes and all terms  and  conditions  herein  shall be
governed  by and  construed  and in  accordance  with the  laws of the  State of
Vermont excluding the state's conflict of law provisions.

11. Exclusive  Jurisdiction.  With respect to actions and proceedings to enforce
the  provisions  of,  arising  from,  or relating to this Note,  the holder,  by
acceptance  of this Note,  consents  to  personal  jurisdiction  in the state or
federal  courts of the State of Vermont  and  irrevocably  agrees  that all such
actions and proceedings shall be litigated exclusively in such courts.  Further,
each of the parties  hereto waives any objection that it may have to the conduct
of any action or proceeding  in any such court based on improper  venue or forum
non conveniens.  Each of the parties hereto waives  personal  service of any and
all process upon it and agrees that valid service of process may be made by mail
or courier  service  directed  to it at the  address  set forth  herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.


                     [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


      IN WITNESS WHEREOF,  the Corporation has signed this Note this 11th day of
September 2000.

                                    eNote.com Inc.


                                    By:___________________
                                       Name:
                                       Title:
REGISTERED OWNER:

Friedlander Capital Management Corp.


By:___________________________
   Name:
   Title:



<PAGE>


                                                                    Exhibit 4.31

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR
ANY  APPLICABLE  STATE  SECURITIES  LAW, AND MAY NOT BE  TRANSFERRED  EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST
FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR
ANY APPLICABLE STATE SECURITIES LAW.

                 To Subscribe for and Purchase Common Stock of
                                eNote.com Inc.

                         VOID AFTER SEPTEMBER 11, 2002

Warrant No. 3-A                                               September 11, 2000

      THIS CERTIFIES that, for value received,  FRIEDLANDER  CAPITAL MANGAGEMENT
CORP., or its registered assigns, is entitled, subject to the terms of Section 1
hereof,   to  subscribe  for  and  purchase  from  eNote.com  Inc.,  a  Delaware
corporation (hereinafter called the "Company"),  at the price of $2.50 per share
(such price, as from time to time to be adjusted as hereinafter provided,  being
hereinafter  called the "Warrant  Price"),  at any time on or prior to September
11, 2002 up to EIGHT HUNDRED THOUSAND (800,000) fully paid, nonassessable shares
of Common  Stock,  par value $.01 per share,  of the Company  ("Common  Stock"),
subject,   however,  to  the  provisions  and  upon  the  terms  and  conditions
hereinafter set forth.

      Section 1.  Exercise of Warrant.  This  Warrant  may be  exercised  by the
holder hereof,  in whole or in part (but not as to a fractional  share of Common
Stock),  by the completion of the  subscription  form attached hereto and by the
surrender  of this Warrant  (properly  endorsed) at the office of the Company in
Williston,  Vermont  (or at such  other  agency or office of the  Company in the
United  States as it may  designate by notice in writing to the holder hereof at
the address of the holder hereof appearing on the books of the Company),  and by
payment to the Company of the Warrant Price, in cash or by certified or official
bank check, for each share being purchased.  In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the holder hereof, shall
be  delivered  to the holder  hereof  within a reasonable  time,  not  exceeding
fifteen (15) business days,  after the rights  represented by this Warrant shall
have been so exercised;  and,  unless this Warrant has expired or been exercised
in full,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the holder hereof within such time.
With respect to any such  exercise,  the holder hereof shall for all purposes be
deemed to have  become  the  holder of record of the  number of shares of Common
Stock evidenced by such certificate or certificates  from the date on which this
Warrant was surrendered  and payment of the Warrant Price was made  irrespective
of the date of delivery of such  certificate,  except that,  if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant. If any fractional interest in a share of Common Stock would, except for
the  provisions  of this Section 1, be  delivered  upon any such  exercise,  the
Company,  in lieu of delivering the fractional  share thereof,  shall pay to the
holder  hereof an  amount  in cash  equal to the  current  market  price of such
fractional interest as determined in good faith by the Board of Directors of the
Company.

      Section 2.  Adjustment of Number of Shares.

      (a)  Reclassification,  Consolidation  or  Merger.  In  the  event  of any
reclassification or change of outstanding  securities of the Common Stock, or in
the event of any  consolidation  or merger of the Company  with or into  another
corporation  or  entity,  other  than a  consolidation  or merger  with  another
corporation  or entity in which the Company is the  continuing  corporation  and
which  does  not  result  in  any  reclassification,  conversion  or  change  of
outstanding  Common Stock,  or in the event of any sale of all or  substantially
all of the assets of the Company,  the Company,  or such successor or purchasing
corporation  or  entity,  as the  case  may  be,  shall  execute  a new  warrant
certificate (the "New Warrant  Certificate"),  providing that the Holder of this
Warrant shall have the right to exercise such new warrants and procure upon such
exercise,  in lieu of each share of Common Stock  issuable  upon exercise of the
Warrants,  the kind and amount of shares of stock,  other securities,  money and
property   receivable   upon   such   reclassification,    conversion,   change,
consolidation or merger by a holder of one share of Common Stock.

      (b) Subdivisions,  Combinations and Stock Dividends.  If at any time while
this Warrant is outstanding and unexpired the Company shall subdivide or combine
its Common  Stock,  or shall pay a dividend with respect to Common Stock payable
in, or make any other  distribution  with respect to its Common Stock consisting
of,  shares of Common  Stock,  then the number of Warrant  Shares for which this
Warrant  is  exercisable  shall  be  adjusted,   from  and  after  the  date  of
determination of stockholders entitled to receive such dividend or distribution,
to that number  determined by multiplying the number of Warrant Shares for which
this Warrant is exercisable immediately prior to such date of determination by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common Stock  outstanding  immediately  after such dividend or distribution  and
(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock outstanding immediately prior to such dividend or distribution.

      (c) Notice of Adjustment.  Upon any adjustment of the Warrant Price,  then
and in each such case the Company shall give written  notice  thereof,  by first
class mail,  postage prepaid,  addressed to the Warrant holder at the address of
such holder as shown on the books of the  Company,  which notice shall state the
Warrant Price resulting from such adjustment, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

      (d) Stock to Be Reserved.  The Company will at all times  reserve and keep
available out of its authorized Common Stock or its treasury shares,  solely for
the purpose of issuance  upon the exercise of this  Warrant as herein  provided,
such  number  of  shares  of Common  Stock as shall  then be  issuable  upon the
exercise of this Warrant provided, however, that the Company has an insufficient
number of shares of authorized  Common Stock  available to reserve the requisite
number of shares  issuable  upon  exercise of this  warrant,  the  Company  will
reserve an amount equal to the remaining number of authorized shares,  allocated
pro-rata among Warrants 1-A and 2-A. In such case, the Company will use its best
efforts to seek shareholder approval to increase the Company's authorized Common
Stock and reserve the additional  shares necessary for issuance upon exercise of
this Warrant.

      (e)  Definition  of Common Stock.  As used herein the term "Common  Stock"
shall mean and include the 25,000,000 shares of Common Stock, par value $.01 per
share,  as authorized on the date of this and any additional  Common Stock,  par
value $.01 hereinafter authorized.

      Section 3.  Notices of Record Dates.

In the event of:
      (a) any taking by the  Company of a record of the  holders of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other distribution  (other than cash dividends out of
earned surplus),  or any right to subscribe for,  purchase or otherwise  acquire
any  shares of stock of any class or any other  securities  or  property,  or to
receive any right to sell shares of stock of any class or any other right; or

      (b) any capital  reorganization of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other corporation or entity; or

      (c) any voluntary or involuntary dissolution, liquidation or winding-up of
the  Company,

then and in each such event the  Company  will give notice to the holder of this
Warrant specifying: (i) the date on which any such record is to be taken for the
purpose  of such  dividend,  distribution  or right and  stating  the amount and
character of such dividend,  distribution  or right;  and (ii) the date on which
any   such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock will be entitled to exchange  their shares of Common Stock for  securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such  notice  shall be given at least 10 days and not more  than 90
days prior to the date therein  specified,  and such notice shall state that the
action in question or the record date is subject to (x) the  effectiveness  of a
registration  statement  under the Securities  Act of 1933 and applicable  state
securities laws, or (y) a favorable vote of stockholders, if either is required.

      Section 4.  No Stockholder Rights or Liabilities.

      (a) Except as set forth in paragraph  4(b), this Warrant shall not entitle
the holder hereof to any voting  rights or other rights as a stockholder  of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or  privileges  of the holder  hereof shall give rise to any liability of
such holder for the Warrant  Price or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

      (b) At any time while this  Warrant is  outstanding,  the  Company  shall,
prior to making any distribution of its property or assets to the holders of its
Common Stock as a dividend in  liquidation  or partial  liquidation or by way of
return of capital or any dividend  payable out of funds  legally  available  for
dividends  under the laws of the State of  Delaware,  give to the holder of this
Warrant, not less than 20 days prior written notice of any such distribution. If
such  holder  shall  exercise  this  Warrant  on or  prior  to the  date of such
distribution set forth in such notice, such holder shall be entitled to receive,
upon such exercise: (i) the number of shares of Common Stock receivable pursuant
to such exercise;  and (ii) without payment of any additional  consideration,  a
sum equal to the amount of such property or assets as would have been payable to
the  holder  hereof as an owner of the  shares  described  in clause (i) of this
paragraph 4(b) had the holder hereof been the holder of record of such shares on
the record date for such distribution; and an appropriate provision with respect
to such payment to such holder as described in this paragraph 4(b) shall be made
a part of any such distribution.

      Section 5. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost,  stolen,  mutilated or destroyed,  the Company may, on such terms as to
indemnity or  otherwise as it may in its  discretion  reasonably  impose  (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like  denomination  and tenor as the  Warrant so lost,  stolen,
mutilated  or  destroyed.  Any such new  Warrant  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or destroyed  Warrant  shall be at any time  enforceable  by
anyone.

      Section  6.  Notices.  Any notice to be given to either  party  under this
Warrant  Certificate  shall be in writing and shall be deemed to have been given
to the Company or the Holder hereof,  as the case may be, when delivered in hand
or when sent by first class mail, postage prepaid, addressed, if to the Company,
at its  principal  office  and, if to the Holder  hereof,  at its address as set
forth in the Company's  books and records or at such other address as the Holder
hereof may have provided to the Company in writing.

      Section 7.  Governing Law. This Warrant 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 8. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of, arising from, or relating to this Warrant or the
Warrant,  the  holder,  by  acceptance  of this  Warrant,  consents  to personal
jurisdiction  in the  state  or  federal  courts  of the  State of  Vermont  and
irrevocably  agrees that all such  actions and  proceedings  shall be  litigated
exclusively  in such  courts.  Further,  each of the parties  hereto  waives any
objection  that it may have to the  conduct of any action or  proceeding  in any
such court based on improper venue or forum non conveniens.  Each of the parties
hereto  waives  personal  service of any and all process upon it and agrees that
valid service of process may be made by mail or courier  service  directed to it
at the address set forth  herein and that  service so made shall be deemed to be
completed  upon the  earlier  of actual  receipt or ten (10) days after the same
shall have been posted.



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<PAGE>


     IN  WITNESS  WHEREOF,  the duly  authorized  agent of  eNote.com  Inc.  has
executed this Warrant as of the 11th day of September 2000.

                                          ENOTE.COM INC.


                                          By:_____________________________
                                             Name:
                                             Title:


[Corporate Seal]
Attest:


-----------------------------------
Secretary


<PAGE>


                        SUBSCRIPTION FORM TO BE EXECUTED
                          UPON EXERCISE OF THE WARRANT


                                                      Date:
                                                           ----------------

To: eNote.com Inc.

      The  undersigned,  pursuant  to the  provisions  set  forth in the  within
Warrant,  hereby  agrees to subscribe  for and purchase  [__________]  shares of
Common Stock covered by such Warrant,  and herewith tenders  $[____________]  in
full  payment of the  purchase  price for such  shares as provided in the within
Warrant.



                              Name of Holder:

                              By:     __________________________________

                              Address __________________________________

                                      __________________________________



<PAGE>


                                                                    Exhibit 4.32

                                 ENOTE.COM INC.

                      8% SECURED NOTE DUE OCTOBER 14, 2000



F-2                                                         Williston, Vermont
$150,000                                                    September 14, 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 FIFTY THOUSAND DOLLARS  ($150,000),  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 eight
percent (8%) per annum,  compounded  annually.  Accrued  interest and  principal
shall be paid as follows:

      (i)   On October 14, 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.

      Payment of the Note is secured by all  inventory  of the  Corporation  now
owned  or  hereafter  acquired  pursuant  to a  Security  Agreement  dated as of
September ___, 2000.



<PAGE>

      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.

      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. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of,  arising  from,  or  relating to this Note,  the
holder,  by acceptance of this Note,  consents to personal  jurisdiction  in the
state or federal courts of the State of Vermont and irrevocably  agrees that all
such  actions and  proceedings  shall be litigated  exclusively  in such courts.
Further, each of the parties hereto waives any objection that it may have to the
conduct of any action or proceeding in any such court based on improper venue or
forum non conveniens.  Each of the parties hereto waives personal service of any
and all process upon it and agrees that valid  service of process may be made by
mail or courier service  directed to it at the address set forth herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.

      Section 5.  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  6.  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 7. Release of shareholders,  officers and directors.  This Note is
the obligation of the Company only, and no recourse shall be had for the payment
of any principal or interest hereon against any shareholder, officer or director
of the Company, either directly or through the Company, by virtue of any statute
for the  enforcement  of any  assessment or otherwise.  The holder or holders of
this Note, by the acceptance  hereof,  and as part of the consideration for this
Note, release all claims and waive all liabilities against the foregoing persons
in connection with this Note.




                        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>



      IN WITNESS  WHEREOF,  the duly  authorized  agent of  ENOTE.COM  INC.  has
executed this Note as of the 14th day of September 2000.



                                          ENOTE.COM INC.


                                          By:_____________________________
                                             Name:
                                             Title:

[Corporate Seal]


Attest:


By:_________________________
      Secretary






<PAGE>


                                                                    Exhibit 4.33

                                 ENOTE.COM INC.

                      8% SECURED NOTE DUE OCTOBER 14, 2000



F-3                                                         Williston, Vermont
$150,000                                                    September 28, 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 FIFTY THOUSAND DOLLARS  ($150,000),  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 eight
percent (8%) per annum,  compounded  annually.  Accrued  interest and  principal
shall be paid as follows:

      (i)   On October 14, 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.

      Payment of the Note is secured by all  inventory  of the  Corporation  now
owned  or  hereafter  acquired  pursuant  to a  Security  Agreement  dated as of
September 28, 2000.



<PAGE>


      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.

      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. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of,  arising  from,  or  relating to this Note,  the
holder,  by acceptance of this Note,  consents to personal  jurisdiction  in the
state or federal courts of the State of Vermont and irrevocably  agrees that all
such  actions and  proceedings  shall be litigated  exclusively  in such courts.
Further, each of the parties hereto waives any objection that it may have to the
conduct of any action or proceeding in any such court based on improper venue or
forum non conveniens.  Each of the parties hereto waives personal service of any
and all process upon it and agrees that valid  service of process may be made by
mail or courier service  directed to it at the address set forth herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.

      Section 5.  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  6.  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 7. Release of shareholders,  officers and directors.  This Note is
the obligation of the Company only, and no recourse shall be had for the payment
of any principal or interest hereon against any shareholder, officer or director
of the Company, either directly or through the Company, by virtue of any statute
for the  enforcement  of any  assessment or otherwise.  The holder or holders of
this Note, by the acceptance  hereof,  and as part of the consideration for this
Note, release all claims and waive all liabilities against the foregoing persons
in connection with this Note.



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<PAGE>


IN WITNESS  WHEREOF,  the duly  authorized  agent of ENOTE.COM INC. has executed
this Note as of the 28th day of September 2000.



                                          ENOTE.COM INC.


                                          By:___________________________
                                             Name:
                                             Title:
[Corporate Seal]


Attest:


By:_________________________
      Secretary




<PAGE>


                                                                    Exhibit 4.34

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933  AND MAY NOT BE SOLD,  ASSIGNED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT OF 1933 UNLESS
PAYOR HAS RECEIVED THE WRITTEN  OPINION OF COUNSEL  SATISFACTORY TO PAYOR TO THE
EFFECT THAT SUCH SALE,  ASSIGNMENT  OR TRANSFER  DOES NOT INVOLVE A  TRANSACTION
REQUIRING REGISTRATION OF SUCH SECURITY UNDER THE SECURITIES ACT OF 1933.


B-4                                                                     $150,000


                                  eNote.com Inc
                              185 Allen Brook Lane
                            Williston, Vermont 05495
                                October 12, 2000

                    8% Subordinated Secured Convertible Note
                              Due December 2, 2000

eNote.com Inc., a Delaware corporation, (the "Corporation"), for value received,
promises to pay FRIEDLANDER CAPITAL MANAGEMENT CORP. (the "Holder"),  the sum of
ONE HUNDRED FIFTY THOUSAND  DOLLARS  $150,000 on December 2, 2000 (the "Maturity
Date"), together with interest accrued thereon at the rate of eight percent (8%)
per annum,  computed  from  October  12,  2000 (the  "Issue  Date").  Payment of
principal  and interest  shall be made in lawful  money of the United  States of
America on the Maturity  Date unless this Note is earlier  converted as provided
for  herein.  This  Note,  is  part  of a  series  of  8%  Subordinated  Secured
Convertible  Notes due December 2, 2000 being issued by the Corporation  (each a
"Note" and together the "Notes").

This Note is issued  pursuant to a Subscription  Agreement dated as of the Issue
Date (the  "Subscription  Agreement")  by and  between the  Corporation  and the
Holder. Payment of the Notes is secured by all tangible and intangible assets of
the Corporation  pursuant to a Security  Agreement dated as of October 12, 2000,
as may be amended from time to time.

1.    Conversion.

            (a) The  holder  of this  Note  may at time  prior  to the  maturity
hereof,  convert the principal  amount hereof and interest  accrued thereon into
shares of the Corporation's Common Stock. The conversion ratio shall be $1.50 of
principal  converted  per share of Common  Stock  (the  "Conversion  Rate").  To
convert this Note,  the holder  hereof must  surrender the same at the office of
the  Corporation,  together  with a written  instrument  of  transfer  in a form
satisfactory  to the  Corporation,  properly  completed  and executed and with a
written  notice of conversion.  All rights of the holder of this Note shall,  to
the extent of the principal and interest thereof converted, cease as of the date
of such conversion.

            (b) In  case  the  Corporation  shall  at  any  time  subdivide  its
outstanding  shares  of  Common  Stock  into a greater  number  of  shares,  the
Conversion  Rate in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  i.e.,  the holder shall be entitled to purchase after
such  subdivision,  for the  same  consideration  as  applicable  prior  to such
subdivision,  the same  percentage of outstanding  Common Stock that such holder
was entitled to purchase prior to such subdivision,  and conversely, in case the
outstanding  shares of Common Stock of the Corporation  shall be combined into a
smaller number of shares,  the Conversion Price in effect  immediately  prior to
such combination  shall be  proportionately  increased.  In case the Corporation
shall  declare a dividend or make any other  distribution  upon any stock of the
Corporation  payable  in  Common  Stock,   options  or  convertible   securities
exercisable  or  convertible  into  shares of Common  Stock,  any Common  Stock,
options or convertible  securities,  as the case may be,  issuable in payment of
such  dividend  or  distribution  shall  be  deemed  to have  been  issued  in a
subdivision of outstanding shares as provided in the foregoing sentence.

            (c) The Corporation will at all times reserve and keep available out
of its authorized Common Stock or its treasury shares, solely for the purpose of
issuance upon conversion of the Note as herein  provided,  such number of shares
of Common  Stock as shall then be issuable  upon  conversion  of this Note.  The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all taxes,  liens and charges with respect to the issue  thereof,  and,  without
limiting the generality of the foregoing, the Corporation covenants that it will
from time to time take all such  action as may be  requisite  to assure that the
par value per share of the  Common  Stock is at all times  equal to or less than
the effective  Conversion Rate. The Corporation will take all such action as may
be  necessary  to assure that all such  shares of Common  Stock may be so issued
without violation of any applicable law or regulation, or of any requirements of
any national  securities exchange upon which the Common Stock of the Corporation
may be listed.  The  Corporation  will not take any action which  results in any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued and issuable after such action upon  conversion of this Note would exceed
the total number of shares of Common Stock then authorized by the  Corporation's
Certificate of Incorporation. The Corporation has not granted and will not grant
any right of first refusal with respect to shares  issuable  upon  conversion of
this Note, and there are no preemptive rights associated with such shares.

2.  Fractional  shares.  In lieu of  issuing  any  fraction  of a share upon the
conversion of this Note, the Corporation  shall pay to the holder hereof for any
fraction of a share otherwise  issuable upon the  conversion,  cash equal to the
same fraction of $1.50

3.  Prepayment.  This Note may be prepaid without  penalty.  In the case of each
prepayment of less than all of the outstanding Notes, the principal amount to be
prepaid shall be allocated among the respective Notes and the holders thereof so
that the principal amount to be prepaid to each holder shall bear the same ratio
to the aggregate  principal amount then to be prepaid as the principal amount of
Notes then held by such holder bears to the aggregate  principal amount of Notes
then outstanding.  Five (5) business days prior to any prepayment  hereunder the
Corporation shall provide written notice to each Note holder indicating the date
and amount of such  prepayment.  The Note holder shall have the right to convert
the principal amount of any such prepayment prior to date of prepayment.

4.    Subordination.

            (a)  The  Corporation,  for  itself,  its  successors  and  assigns,
covenants  and agrees,  and each holder of this Note by his  acceptance  thereof
likewise covenants and agrees, that the payment of the principal of and interest
on each and all of this Note shall be subordinate and subject, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

            (b) Upon any  distribution  of  assets of the  Corporation  upon any
dissolution,  winding up,  liquidation,  or  reorganization  of the Corporation,
whether  in  bankruptcy,  insolvency,  or  receivership  proceedings  or upon an
assignment  for the benefit of creditors of any other  dissolution,  winding up,
liquidation, or reorganization of the Corporation:

                  (i) All Senior  Indebtedness  shall first be paid in full,  or
provision made for such payment in full of the principal  thereof,  and premium,
if any,  and  interest  thereon,  before  any  payment is made on account of the
principal of, or interest on, the Notes;

                  (ii) Any payment or  distribution of assets of the Corporation
of any kind or character,  whether in cash, property,  or securities (other than
stock of the  Corporation  as  reorganized  or  readjusted  or securities of the
Corporation or any other corporation provided for by a plan of reorganization or
readjustment  the  payment  of which  is  subordinate,  at  least to the  extent
provided in this Section with respect to the Notes, to the payment of all Senior
Indebtedness  at the time  outstanding  and to any securities  issued in respect
thereof under any such plan of  reorganization  or  readjustment),  to which the
holder of this Note would be entitled  except for the provisions of this Section
shall be paid by the  liquidating  trustee or agent or other person  making such
payment  of  distribution,   whether  a  trustee  in  bankruptcy,  receiver,  or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness  or their  representative  or  representatives  or the  trustee  or
trustees under any indenture under which any instruments  evidencing any of such
Senior  Indebtedness  may have been issued,  ratably  according to the aggregate
amounts  remaining  unpaid on account of the principal of, and premium,  if any,
and interest on, the Senior  Indebtedness  held or  represented  by each, to the
extent  necessary to make payment in full of all Senior  Indebtedness  remaining
unpaid,  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness; and

                  (iii) In the event that,  notwithstanding  the foregoing,  any
payment or  distribution  of assets of the Corporation of any kind or character,
whether in cash, property, or securities (other than stock of the Corporation as
reorganized  or  readjusted  or  securities  of the  Corporation  or  any  other
corporation provided for by a plan of reorganization or readjustment the payment
of which is  subordinate,  at least to the extent  provided in this Section with
respect  to the Note,  to the  payment of all  Senior  Indebtedness  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the holder of this Note
before  all  Senior  Indebtedness  is paid in full,  or  provision  made for its
payment,  such  payment  or  distribution  shall be paid over to the  holders of
Senior Indebtedness  remaining unpaid or unprovided for or their  representative
or representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
as provided in the foregoing subparagraph (2), for application to the payment of
such Senior Indebtedness until all such Senior Indebtedness shall have been paid
in full  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness.

            (c) Subject to the payment in full of all Senior  Indebtedness,  the
holder of this Note shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to  receive  payments  or  distributions  of  cash,  property,  or
securities of the Corporation  applicable to the Senior  Indebtedness  until the
principal  of and  interest  on this  Note  shall be paid in  full,  and no such
payments  or  distributions  in  respect  of this  Note of  cash,  property,  or
securities  distributable to the Senior  Indebtedness  under the provisions here
shall,  as between  the  Corporation,  its  creditors  other than the holders of
Senior Indebtedness,  and the holder of this Notes, be deemed to be a payment by
the  Corporation  to or on  account  of this  Note.  It is  understood  that the
provisions  of this  Section  are and are  intended  solely  for the  purpose of
defining the relative  rights of the holder of this Note,  on the one hand,  and
the holders of the Senior  Indebtedness on the other hand.  Nothing contained in
this Section is intended to or shall  impair,  as between the  Corporation,  its
creditors other than the holders of Senior Indebtedness,  and the holder of this
Note, the absolute and  unconditional  obligation of the  Corporation to pay the
holder of this Note the  principal  of and interest on this Note as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative  rights of the holder of this Note and creditors
of the Corporation other than the holders of the Senior Indebtedness;  nor shall
anything  herein or therein  prevent the holder of this Note from exercising all
remedies  otherwise  permitted by  applicable  law upon default under this Note,
subject  to the  rights,  if any,  under this  Section of the  holders of Senior
Indebtedness  in respect of cash,  property  or  securities  of the  Corporation
received upon the exercise of any such remedy.

            (d) Upon any  distribution of assets of the Corporation  referred to
in this  Section,  the  holder of this  Note  shall be  entitled  to rely upon a
certificate  of the  liquidating  trustee  or agent or other  person  making any
distribution to such holder for the purpose of ascertaining the persons entitled
to participate in such distribution,  the holders of the Senior Indebtedness and
other  indebtedness of the  Corporation,  the amount thereof or payable thereon,
and all other facts pertinent thereto or to this Section.

            (e) If there  shall have  occurred  a default in the  payment of the
principal of (or premium, if any) or interest on any Senior Indebtedness,  then,
unless and until  such  default  shall have been cured or waived,  no payment of
principal  or interest  shall be made by the  Corporation  on this Note,  and no
holder of this Note shall be  entitled  to  receive  any such  payment.  Nothing
contained  in  this  Section  shall,   however  (1)  affect  the  obligation  of
Corporation to make or prevent the Corporation from making,  at any time, except
during  the  pendency  of  any   dissolution,   winding  up,   liquidation,   or
reorganization  proceedings  or except as provided in the first sentence of this
subsection,  payments of principal  of or interest on this Note,  or (2) prevent
the  application  by any  paying  agent of any moneys  deposited  with it by the
Corporation to the payment of or on account of the principal of, or interest on,
this  Note,  if,  at the time of such  deposit,  the  paying  agent did not have
written notice of any event prohibiting the making of such payment or deposit by
the  Corporation;  or (3) be construed as preventing the occurrence of any Event
of Default hereunder.

            (f)  No  right  of any  present  or  future  holder  of  any  Senior
Indebtedness  of the  Corporation to enforce  subordination  as herein  provided
shall at any time or in any way be  prejudiced or impaired by any act or failure
to act on the part of the  Corporation  or by any act or failure to act, in good
faith, by any such holder,  or by an  noncompliance  by the Corporation with the
terms,  provisions,  and  covenants of this Note,  regardless  of any  knowledge
thereof any such holder may have or be otherwise charged with.

            (g) Any  renewal or  extension  of the time of payment of any Senior
Indebtedness  or the  exercise by the holders of Senior  Indebtedness  of any of
their rights under the Senior  Indebtedness,  including  without  limitation the
waiver of default  thereunder  or the release of any security  therefor,  may be
made or done all without  notice to or assent  from the holder of this Note.  No
compromise,  alteration, amendment,  modification,  extension, renewal, or other
change of, or waiver,  consent,  or other action in respect of, any liability or
obligation under or respect of, or of any of the terms, covenants, or conditions
or any  indenture or other  instrument  under which any Senior  Indebtedness  is
outstanding or of such Senior Indebtedness,  and no release of property securing
any Senior  Indebtedness,  whether or not such release is in accordance with the
provisions of any applicable  document,  shall in any way alter or affect any of
the provisions of this Section.

            (h) "Senior  Indebtedness"  for purposes of this Section  shall mean
all indebtedness  (principal and interest) now existing or hereafter incurred of
the Corporation  for money borrowed from banks or other financial  institutions:
(i) which is secured by the  assets of the  Corporation;  and (ii) is not by its
express terms subordinate and junior to or on parity with this Note.

5.  Default.  If any of the following  events occur  ("Event of  Default"),  the
entire unpaid principal amount of, and accrued and unpaid interest on, this Note
shall immediately be due and payable, and the Corporation shall pay all costs of
collection  including,  but not  limited  to,  reasonable  attorneys'  fees  and
expenses  incurred by the owner(s) or its assigns on account of such collection,
whether or not suit is brought:

            (a)   The Corporation fails to pay the principal of this Note at its
maturity;

            (b) The  Corporation  commences any voluntary  proceeding  under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
receivership,  dissolution,  or liquidation law or statute, of any jurisdiction,
whether now or  subsequently  in effect;  or the  Corporation  is adjudicated as
bankrupt by a court of competent  jurisdiction;  or the Corporation petitions or
applies for,  acquiesces in, or consents to, the  appointment of any receiver or
trustee of the  Corporation or for all or  substantially  all of its property or
assets; or the Corporation makes an assignment for the benefit of its creditors;
or the  Corporation  admits in writing  its  inability  to pay its debts as they
mature; or

            (c)  There is  commenced  against  the  Corporation  any  proceeding
relating to the Corporation under any bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, receivership,  dissolution, or liquidation law
or statute, of any jurisdiction,  whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent to, approval of, or acquiescence in the proceeding; or
a  receiver  or  trustee  is  appointed  for  the  Corporation  or  for  all  or
substantially all of its property or assets, and the receivership or trusteeship
remains  undischarged  for a period  of 60 days;  or a  warrant  of  attachment,
execution  or similar  process is issued  against  any  substantial  part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.

6. Registered  owner.  The  Corporation  shall treat the person or persons whose
name or names appear on this Note as the absolute owner or owners hereof for the
purpose of receiving  payment of, or on account of, the  principal  and interest
due on this Note and for all other  purposes,  unless and until  written  notice
satisfactory  to  the  Corporation  is  provided  by  the  registered  owner  of
assignment hereof.

7. Assignment.  The Corporation may assign its rights hereunder to any person or
entity. No assignment of rights or obligations shall be effective until delivery
of written notice of such assignment is made by the assigning party to the other
party hereto.

8. Release of shareholders,  officers and directors. This Note is the obligation
of the  Corporation  only,  and no recourse  shall be had for the payment of any
principal or interest hereon against any shareholder, officer or director of the
Corporation,  either  directly  or  through  the  Corporation,  by virtue of any
statute  for the  enforcement  of any  assessment  or  otherwise.  The holder or
holders of this Note, by the acceptance hereof, and as part of the consideration
for this  Note,  release  all  claims  and waive  all  liabilities  against  the
foregoing persons in connection with this Note.

9.  Amendments.  With the consent of the holders of a majority of the  principal
amount of outstanding  Notes,  evidenced by a written instrument or instruments,
Payor  may amend  the  Notes by  executing  and  delivering  to the  holders  an
amendment thereto for the purpose of adding any provisions to or changing in any
manner or eliminating  any of the provisions of the Notes or of modifying in any
manner the rights of the  holders;  provided,  however,  that no such  amendment
shall,  without  the  consent of the holder of each  outstanding  Note  affected
thereby:

            (a) Change the stated  maturity  of the  principal  of any Note,  or
reduce the principal amount thereof or the interest thereon,  or the currency in
which any Note or the  interest  thereon  is  payable,  or  impair  the right to
institute  suit for the  enforcement  of any such payment on or after the stated
maturity thereof (or, in the case of prepayment, or after the prepayment date);

            (b) Reduce the  percentage  in principal  amount of the  outstanding
Notes,  the  consent of whose  holders is  required  for any  amendment,  or the
consent of whose  holders is  required  for any  waiver of  compliance  with the
provisions hereof; or

            (c) Modify any of the provisions of this Section, except to increase
any such  percentage or to provide that other  provisions of the Notes cannot be
modified or waived without the consent of the holder affected thereby.

Upon the  execution  and  delivery  of any  amendment  in  accordance  with this
Section, the Notes shall be modified in accordance  therewith,  and every holder
of  Notes  theretofore  or  thereafter  executed  and  delivered  shall be bound
thereby.

10.  Governing  Law.  The Notes and all terms  and  conditions  herein  shall be
governed  by and  construed  and in  accordance  with the  laws of the  State of
Vermont excluding the state's conflict of law provisions.

11. Exclusive  Jurisdiction.  With respect to actions and proceedings to enforce
the  provisions  of,  arising  from,  or relating to this Note,  the holder,  by
acceptance  of this Note,  consents  to  personal  jurisdiction  in the state or
federal  courts of the State of Vermont  and  irrevocably  agrees  that all such
actions and proceedings shall be litigated exclusively in such courts.  Further,
each of the parties  hereto waives any objection that it may have to the conduct
of any action or proceeding  in any such court based on improper  venue or forum
non conveniens.  Each of the parties hereto waives  personal  service of any and
all process upon it and agrees that valid service of process may be made by mail
or courier  service  directed  to it at the  address  set forth  herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.


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<PAGE>

      IN WITNESS WHEREOF,  the Corporation has signed this Note this 12th day of
October 2000.

                                    eNote.com Inc.


                                  By:___________________
                                     Name:
                                     Title:

REGISTERED OWNER:

Friedlander Capital Management Corp.


By:___________________________
   Name:
   Title:



<PAGE>


                                                                    Exhibit 4.35

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR
ANY  APPLICABLE  STATE  SECURITIES  LAW, AND MAY NOT BE  TRANSFERRED  EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST
FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR
ANY APPLICABLE STATE SECURITIES LAW.

                 To Subscribe for and Purchase Common Stock of
                                eNote.com Inc.

                          VOID AFTER OCTOBER 12, 2002

Warrant No. 4-A                                           As of October 12, 2000

      THIS CERTIFIES that, for value received,  FRIEDLANDER  CAPITAL MANGAGEMENT
CORP., or its registered assigns, is entitled, subject to the terms of Section 1
hereof,   to  subscribe  for  and  purchase  from  eNote.com  Inc.,  a  Delaware
corporation (hereinafter called the "Company"),  at the price of $1.50 per share
(such price, as from time to time to be adjusted as hereinafter provided,  being
hereinafter called the "Warrant Price"),  at any time on or prior to October 12,
2002 up to 2,000,000 fully paid, nonassessable shares of Common Stock, par value
$.01 per share,  of the  Company  ("Common  Stock"),  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.

      Section 1.  Exercise of Warrant.  This  Warrant  may be  exercised  by the
holder hereof,  in whole or in part (but not as to a fractional  share of Common
Stock),  by the completion of the  subscription  form attached hereto and by the
surrender  of this Warrant  (properly  endorsed) at the office of the Company in
Williston,  Vermont  (or at such  other  agency or office of the  Company in the
United  States as it may  designate by notice in writing to the holder hereof at
the address of the holder hereof appearing on the books of the Company),  and by
payment to the Company of the Warrant Price, in cash or by certified or official
bank check, for each share being purchased.  In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the holder hereof, shall
be  delivered  to the holder  hereof  within a reasonable  time,  not  exceeding
fifteen (15) business days,  after the rights  represented by this Warrant shall
have been so exercised;  and,  unless this Warrant has expired or been exercised
in full,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the holder hereof within such time.
With respect to any such  exercise,  the holder hereof shall for all purposes be
deemed to have  become  the  holder of record of the  number of shares of Common
Stock evidenced by such certificate or certificates  from the date on which this
Warrant was surrendered  and payment of the Warrant Price was made  irrespective
of the date of delivery of such  certificate,  except that,  if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant. If any fractional interest in a share of Common Stock would, except for
the  provisions  of this Section 1, be  delivered  upon any such  exercise,  the
Company,  in lieu of delivering the fractional  share thereof,  shall pay to the
holder  hereof an  amount  in cash  equal to the  current  market  price of such
fractional interest as determined in good faith by the Board of Directors of the
Company.

      Section 2.  Adjustment of Number of Shares.

      (a)  Reclassification,  Consolidation  or  Merger.  In  the  event  of any
reclassification or change of outstanding  securities of the Common Stock, or in
the event of any  consolidation  or merger of the Company  with or into  another
corporation  or  entity,  other  than a  consolidation  or merger  with  another
corporation  or entity in which the Company is the  continuing  corporation  and
which  does  not  result  in  any  reclassification,  conversion  or  change  of
outstanding  Common Stock,  or in the event of any sale of all or  substantially
all of the assets of the Company,  the Company,  or such successor or purchasing
corporation  or  entity,  as the  case  may  be,  shall  execute  a new  warrant
certificate (the "New Warrant  Certificate"),  providing that the Holder of this
Warrant shall have the right to exercise such new warrants and procure upon such
exercise,  in lieu of each share of Common Stock  issuable  upon exercise of the
Warrants,  the kind and amount of shares of stock,  other securities,  money and
property   receivable   upon   such   reclassification,    conversion,   change,
consolidation or merger by a holder of one share of Common Stock.

      (b) Subdivisions,  Combinations and Stock Dividends.  If at any time while
this Warrant is outstanding and unexpired the Company shall subdivide or combine
its Common  Stock,  or shall pay a dividend with respect to Common Stock payable
in, or make any other  distribution  with respect to its Common Stock consisting
of,  shares of Common  Stock,  then the number of Warrant  Shares for which this
Warrant  is  exercisable  shall  be  adjusted,   from  and  after  the  date  of
determination of stockholders entitled to receive such dividend or distribution,
to that number  determined by multiplying the number of Warrant Shares for which
this Warrant is exercisable immediately prior to such date of determination by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common Stock  outstanding  immediately  after such dividend or distribution  and
(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock outstanding immediately prior to such dividend or distribution.

      (c) Notice of Adjustment.  Upon any adjustment of the Warrant Price,  then
and in each such case the Company shall give written  notice  thereof,  by first
class mail,  postage prepaid,  addressed to the Warrant holder at the address of
such holder as shown on the books of the  Company,  which notice shall state the
Warrant Price resulting from such adjustment, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

      (d) Stock to Be Reserved.  The Company will at all times  reserve and keep
available out of its authorized Common Stock or its treasury shares,  solely for
the purpose of issuance  upon the exercise of this  Warrant as herein  provided,
such  number  of  shares  of Common  Stock as shall  then be  issuable  upon the
exercise of this Warrant provided, however, that the Company has an insufficient
number of shares of authorized  Common Stock  available to reserve the requisite
number of shares  issuable  upon  exercise of this  warrant,  the  Company  will
reserve an amount equal to the remaining number of authorized shares,  allocated
pro-rata among Warrants 3-A and 4-A. In such case, the Company will use its best
efforts to seek shareholder approval to increase the Company's authorized Common
Stock and reserve the additional  shares necessary for issuance upon exercise of
this Warrant.

      (e)  Definition  of Common Stock.  As used herein the term "Common  Stock"
shall mean and include the 25,000,000 shares of Common Stock, par value $.01 per
share,  as authorized on the date of this and any additional  Common Stock,  par
value $.01 hereinafter authorized.

      Section 3.  Notices of Record Dates.

In the event of:
      (a) any taking by the  Company of a record of the  holders of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other distribution  (other than cash dividends out of
earned surplus),  or any right to subscribe for,  purchase or otherwise  acquire
any  shares of stock of any class or any other  securities  or  property,  or to
receive any right to sell shares of stock of any class or any other right; or

      (b) any capital  reorganization of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other corporation or entity; or

      (c) any voluntary or involuntary dissolution, liquidation or winding-up of
the  Company,

then and in each such event the  Company  will give notice to the holder of this
Warrant specifying: (i) the date on which any such record is to be taken for the
purpose  of such  dividend,  distribution  or right and  stating  the amount and
character of such dividend,  distribution  or right;  and (ii) the date on which
any   such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock will be entitled to exchange  their shares of Common Stock for  securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such  notice  shall be given at least 10 days and not more  than 90
days prior to the date therein  specified,  and such notice shall state that the
action in question or the record date is subject to (x) the  effectiveness  of a
registration  statement  under the Securities  Act of 1933 and applicable  state
securities laws, or (y) a favorable vote of stockholders, if either is required.

      Section 4.  No Stockholder Rights or Liabilities.

      (a) Except as set forth in paragraph  4(b), this Warrant shall not entitle
the holder hereof to any voting  rights or other rights as a stockholder  of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or  privileges  of the holder  hereof shall give rise to any liability of
such holder for the Warrant  Price or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

      (b) At any time while this  Warrant is  outstanding,  the  Company  shall,
prior to making any distribution of its property or assets to the holders of its
Common Stock as a dividend in  liquidation  or partial  liquidation or by way of
return of capital or any dividend  payable out of funds  legally  available  for
dividends  under the laws of the State of  Delaware,  give to the holder of this
Warrant, not less than 20 days prior written notice of any such distribution. If
such  holder  shall  exercise  this  Warrant  on or  prior  to the  date of such
distribution set forth in such notice, such holder shall be entitled to receive,
upon such exercise: (i) the number of shares of Common Stock receivable pursuant
to such exercise;  and (ii) without payment of any additional  consideration,  a
sum equal to the amount of such property or assets as would have been payable to
the  holder  hereof as an owner of the  shares  described  in clause (i) of this
paragraph 4(b) had the holder hereof been the holder of record of such shares on
the record date for such distribution; and an appropriate provision with respect
to such payment to such holder as described in this paragraph 4(b) shall be made
a part of any such distribution.

      Section 5. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost,  stolen,  mutilated or destroyed,  the Company may, on such terms as to
indemnity or  otherwise as it may in its  discretion  reasonably  impose  (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like  denomination  and tenor as the  Warrant so lost,  stolen,
mutilated  or  destroyed.  Any such new  Warrant  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or destroyed  Warrant  shall be at any time  enforceable  by
anyone.

      Section  6.  Notices.  Any notice to be given to either  party  under this
Warrant  Certificate  shall be in writing and shall be deemed to have been given
to the Company or the Holder hereof,  as the case may be, when delivered in hand
or when sent by first class mail, postage prepaid, addressed, if to the Company,
at its  principal  office  and, if to the Holder  hereof,  at its address as set
forth in the Company's  books and records or at such other address as the Holder
hereof may have provided to the Company in writing.

      Section 7.  Governing Law. This Warrant 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 8. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of, arising from, or relating to this Warrant or the
Warrant,  the  holder,  by  acceptance  of this  Warrant,  consents  to personal
jurisdiction  in the  state  or  federal  courts  of the  State of  Vermont  and
irrevocably  agrees that all such  actions and  proceedings  shall be  litigated
exclusively  in such  courts.  Further,  each of the parties  hereto  waives any
objection  that it may have to the  conduct of any action or  proceeding  in any
such court based on improper venue or forum non conveniens.  Each of the parties
hereto  waives  personal  service of any and all process upon it and agrees that
valid service of process may be made by mail or courier  service  directed to it
at the address set forth  herein and that  service so made shall be deemed to be
completed  upon the  earlier  of actual  receipt or ten (10) days after the same
shall have been posted.








                        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN  WITNESS  WHEREOF,  the duly  authorized  agent of  eNote.com  Inc.  has
executed this Warrant as of the 12th day of October 2000.

                                          ENOTE.COM INC.


                                          By:___________________________
                                             Name:
                                             Title:


[Corporate Seal]
Attest:


-----------------------------------
Secretary


<PAGE>


                       SUBSCRIPTION FORM TO BE EXECUTED
                         UPON EXERCISE OF THE WARRANT


                                                      Date:
                                                           ----------------

To: eNote.com Inc.

      The  undersigned,  pursuant  to the  provisions  set  forth in the  within
Warrant,  hereby  agrees to subscribe  for and purchase  [__________]  shares of
Common Stock covered by such Warrant,  and herewith tenders  $[____________]  in
full  payment of the  purchase  price for such  shares as provided in the within
Warrant.



                              Name of Holder:

                              By:     __________________________________

                              Address __________________________________

                                      __________________________________





<PAGE>


                                                                    Exhibit 4.36

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933  AND MAY NOT BE SOLD,  ASSIGNED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT OF 1933 UNLESS
PAYOR HAS RECEIVED THE WRITTEN  OPINION OF COUNSEL  SATISFACTORY TO PAYOR TO THE
EFFECT THAT SUCH SALE,  ASSIGNMENT  OR TRANSFER  DOES NOT INVOLVE A  TRANSACTION
REQUIRING REGISTRATION OF SUCH SECURITY UNDER THE SECURITIES ACT OF 1933.


B-5                                                                     $150,000


                                  eNote.com Inc
                              185 Allen Brook Lane
                            Williston, Vermont 05495
                                October 26, 2000

                    8% Subordinated Secured Convertible Note
                              Due December 2, 2000

eNote.com Inc., a Delaware corporation, (the "Corporation"), for value received,
promises to pay FRIEDLANDER CAPITAL MANAGEMENT CORP. (the "Holder"),  the sum of
ONE HUNDRED FIFTY THOUSAND  DOLLARS  $150,000 on December 2, 2000 (the "Maturity
Date"), together with interest accrued thereon at the rate of eight percent (8%)
per annum,  computed  from  October  26,  2000 (the  "Issue  Date").  Payment of
principal  and interest  shall be made in lawful  money of the United  States of
America on the Maturity  Date unless this Note is earlier  converted as provided
for  herein.  This  Note,  is  part  of a  series  of  8%  Subordinated  Secured
Convertible  Notes due December 2, 2000 being issued by the Corporation  (each a
"Note" and together the "Notes").

This Note is issued  pursuant to a Subscription  Agreement dated as of the Issue
Date (the  "Subscription  Agreement")  by and  between the  Corporation  and the
Holder. Payment of the Notes is secured by all tangible and intangible assets of
the Corporation  pursuant to a Security  Agreement dated as of October 26, 2000,
as may be amended from time to time.

1.    Conversion.

            (a) The  holder  of this  Note  may at time  prior  to the  maturity
hereof,  convert the principal  amount hereof and interest  accrued thereon into
shares of the Corporation's Common Stock. The conversion ratio shall be $1.00 of
principal  converted  per share of Common  Stock  (the  "Conversion  Rate").  To
convert this Note,  the holder  hereof must  surrender the same at the office of
the  Corporation,  together  with a written  instrument  of  transfer  in a form
satisfactory  to the  Corporation,  properly  completed  and executed and with a
written  notice of conversion.  All rights of the holder of this Note shall,  to
the extent of the principal and interest thereof converted, cease as of the date
of such conversion.

            (b) In  case  the  Corporation  shall  at  any  time  subdivide  its
outstanding  shares  of  Common  Stock  into a greater  number  of  shares,  the
Conversion  Rate in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  i.e.,  the holder shall be entitled to purchase after
such  subdivision,  for the  same  consideration  as  applicable  prior  to such
subdivision,  the same  percentage of outstanding  Common Stock that such holder
was entitled to purchase prior to such subdivision,  and conversely, in case the
outstanding  shares of Common Stock of the Corporation  shall be combined into a
smaller number of shares,  the Conversion Price in effect  immediately  prior to
such combination  shall be  proportionately  increased.  In case the Corporation
shall  declare a dividend or make any other  distribution  upon any stock of the
Corporation  payable  in  Common  Stock,   options  or  convertible   securities
exercisable  or  convertible  into  shares of Common  Stock,  any Common  Stock,
options or convertible  securities,  as the case may be,  issuable in payment of
such  dividend  or  distribution  shall  be  deemed  to have  been  issued  in a
subdivision of outstanding shares as provided in the foregoing sentence.

            (c) The Corporation will at all times reserve and keep available out
of its authorized Common Stock or its treasury shares, solely for the purpose of
issuance upon conversion of the Note as herein  provided,  such number of shares
of Common  Stock as shall then be issuable  upon  conversion  of this Note.  The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all taxes,  liens and charges with respect to the issue  thereof,  and,  without
limiting the generality of the foregoing, the Corporation covenants that it will
from time to time take all such  action as may be  requisite  to assure that the
par value per share of the  Common  Stock is at all times  equal to or less than
the effective  Conversion Rate. The Corporation will take all such action as may
be  necessary  to assure that all such  shares of Common  Stock may be so issued
without violation of any applicable law or regulation, or of any requirements of
any national  securities exchange upon which the Common Stock of the Corporation
may be listed.  The  Corporation  will not take any action which  results in any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued and issuable after such action upon  conversion of this Note would exceed
the total number of shares of Common Stock then authorized by the  Corporation's
Certificate of Incorporation. The Corporation has not granted and will not grant
any right of first refusal with respect to shares  issuable  upon  conversion of
this Note, and there are no preemptive rights associated with such shares.

2.  Fractional  shares.  In lieu of  issuing  any  fraction  of a share upon the
conversion of this Note, the Corporation  shall pay to the holder hereof for any
fraction of a share otherwise  issuable upon the  conversion,  cash equal to the
same fraction of $1.00

3.  Prepayment.  This Note may be prepaid without  penalty.  In the case of each
prepayment of less than all of the outstanding Notes, the principal amount to be
prepaid shall be allocated among the respective Notes and the holders thereof so
that the principal amount to be prepaid to each holder shall bear the same ratio
to the aggregate  principal amount then to be prepaid as the principal amount of
Notes then held by such holder bears to the aggregate  principal amount of Notes
then outstanding.  Five (5) business days prior to any prepayment  hereunder the
Corporation shall provide written notice to each Note holder indicating the date
and amount of such  prepayment.  The Note holder shall have the right to convert
the principal amount of any such prepayment prior to date of prepayment.

4.  Subordination.

            (a)  The  Corporation,  for  itself,  its  successors  and  assigns,
covenants  and agrees,  and each holder of this Note by his  acceptance  thereof
likewise covenants and agrees, that the payment of the principal of and interest
on each and all of this Note shall be subordinate and subject, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

            (b) Upon any  distribution  of  assets of the  Corporation  upon any
dissolution,  winding up,  liquidation,  or  reorganization  of the Corporation,
whether  in  bankruptcy,  insolvency,  or  receivership  proceedings  or upon an
assignment  for the benefit of creditors of any other  dissolution,  winding up,
liquidation, or reorganization of the Corporation:

                  (i) All Senior  Indebtedness  shall first be paid in full,  or
provision made for such payment in full of the principal  thereof,  and premium,
if any,  and  interest  thereon,  before  any  payment is made on account of the
principal of, or interest on, the Notes;

                  (ii) Any payment or  distribution of assets of the Corporation
of any kind or character,  whether in cash, property,  or securities (other than
stock of the  Corporation  as  reorganized  or  readjusted  or securities of the
Corporation or any other corporation provided for by a plan of reorganization or
readjustment  the  payment  of which  is  subordinate,  at  least to the  extent
provided in this Section with respect to the Notes, to the payment of all Senior
Indebtedness  at the time  outstanding  and to any securities  issued in respect
thereof under any such plan of  reorganization  or  readjustment),  to which the
holder of this Note would be entitled  except for the provisions of this Section
shall be paid by the  liquidating  trustee or agent or other person  making such
payment  of  distribution,   whether  a  trustee  in  bankruptcy,  receiver,  or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness  or their  representative  or  representatives  or the  trustee  or
trustees under any indenture under which any instruments  evidencing any of such
Senior  Indebtedness  may have been issued,  ratably  according to the aggregate
amounts  remaining  unpaid on account of the principal of, and premium,  if any,
and interest on, the Senior  Indebtedness  held or  represented  by each, to the
extent  necessary to make payment in full of all Senior  Indebtedness  remaining
unpaid,  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness; and

                  (iii) In the event that,  notwithstanding  the foregoing,  any
payment or  distribution  of assets of the Corporation of any kind or character,
whether in cash, property, or securities (other than stock of the Corporation as
reorganized  or  readjusted  or  securities  of the  Corporation  or  any  other
corporation provided for by a plan of reorganization or readjustment the payment
of which is  subordinate,  at least to the extent  provided in this Section with
respect  to the Note,  to the  payment of all  Senior  Indebtedness  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the holder of this Note
before  all  Senior  Indebtedness  is paid in full,  or  provision  made for its
payment,  such  payment  or  distribution  shall be paid over to the  holders of
Senior Indebtedness  remaining unpaid or unprovided for or their  representative
or representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
as provided in the foregoing subparagraph (2), for application to the payment of
such Senior Indebtedness until all such Senior Indebtedness shall have been paid
in full  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness.

            (c) Subject to the payment in full of all Senior  Indebtedness,  the
holder of this Note shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to  receive  payments  or  distributions  of  cash,  property,  or
securities of the Corporation  applicable to the Senior  Indebtedness  until the
principal  of and  interest  on this  Note  shall be paid in  full,  and no such
payments  or  distributions  in  respect  of this  Note of  cash,  property,  or
securities  distributable to the Senior  Indebtedness  under the provisions here
shall,  as between  the  Corporation,  its  creditors  other than the holders of
Senior Indebtedness,  and the holder of this Notes, be deemed to be a payment by
the  Corporation  to or on  account  of this  Note.  It is  understood  that the
provisions  of this  Section  are and are  intended  solely  for the  purpose of
defining the relative  rights of the holder of this Note,  on the one hand,  and
the holders of the Senior  Indebtedness on the other hand.  Nothing contained in
this Section is intended to or shall  impair,  as between the  Corporation,  its
creditors other than the holders of Senior Indebtedness,  and the holder of this
Note, the absolute and  unconditional  obligation of the  Corporation to pay the
holder of this Note the  principal  of and interest on this Note as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative  rights of the holder of this Note and creditors
of the Corporation other than the holders of the Senior Indebtedness;  nor shall
anything  herein or therein  prevent the holder of this Note from exercising all
remedies  otherwise  permitted by  applicable  law upon default under this Note,
subject  to the  rights,  if any,  under this  Section of the  holders of Senior
Indebtedness  in respect of cash,  property  or  securities  of the  Corporation
received upon the exercise of any such remedy.

            (d) Upon any  distribution of assets of the Corporation  referred to
in this  Section,  the  holder of this  Note  shall be  entitled  to rely upon a
certificate  of the  liquidating  trustee  or agent or other  person  making any
distribution to such holder for the purpose of ascertaining the persons entitled
to participate in such distribution,  the holders of the Senior Indebtedness and
other  indebtedness of the  Corporation,  the amount thereof or payable thereon,
and all other facts pertinent thereto or to this Section.

            (e) If there  shall have  occurred  a default in the  payment of the
principal of (or premium, if any) or interest on any Senior Indebtedness,  then,
unless and until  such  default  shall have been cured or waived,  no payment of
principal  or interest  shall be made by the  Corporation  on this Note,  and no
holder of this Note shall be  entitled  to  receive  any such  payment.  Nothing
contained  in  this  Section  shall,   however  (1)  affect  the  obligation  of
Corporation to make or prevent the Corporation from making,  at any time, except
during  the  pendency  of  any   dissolution,   winding  up,   liquidation,   or
reorganization  proceedings  or except as provided in the first sentence of this
subsection,  payments of principal  of or interest on this Note,  or (2) prevent
the  application  by any  paying  agent of any moneys  deposited  with it by the
Corporation to the payment of or on account of the principal of, or interest on,
this  Note,  if,  at the time of such  deposit,  the  paying  agent did not have
written notice of any event prohibiting the making of such payment or deposit by
the  Corporation;  or (3) be construed as preventing the occurrence of any Event
of Default hereunder.

            (f)  No  right  of any  present  or  future  holder  of  any  Senior
Indebtedness  of the  Corporation to enforce  subordination  as herein  provided
shall at any time or in any way be  prejudiced or impaired by any act or failure
to act on the part of the  Corporation  or by any act or failure to act, in good
faith, by any such holder,  or by an  noncompliance  by the Corporation with the
terms,  provisions,  and  covenants of this Note,  regardless  of any  knowledge
thereof any such holder may have or be otherwise charged with.

            (g) Any  renewal or  extension  of the time of payment of any Senior
Indebtedness  or the  exercise by the holders of Senior  Indebtedness  of any of
their rights under the Senior  Indebtedness,  including  without  limitation the
waiver of default  thereunder  or the release of any security  therefor,  may be
made or done all without  notice to or assent  from the holder of this Note.  No
compromise,  alteration, amendment,  modification,  extension, renewal, or other
change of, or waiver,  consent,  or other action in respect of, any liability or
obligation under or respect of, or of any of the terms, covenants, or conditions
or any  indenture or other  instrument  under which any Senior  Indebtedness  is
outstanding or of such Senior Indebtedness,  and no release of property securing
any Senior  Indebtedness,  whether or not such release is in accordance with the
provisions of any applicable  document,  shall in any way alter or affect any of
the provisions of this Section.

            (h) "Senior  Indebtedness"  for purposes of this Section  shall mean
all indebtedness  (principal and interest) now existing or hereafter incurred of
the Corporation  for money borrowed from banks or other financial  institutions:
(i) which is secured by the  assets of the  Corporation;  and (ii) is not by its
express terms subordinate and junior to or on parity with this Note.

5.  Default.  If any of the following  events occur  ("Event of  Default"),  the
entire unpaid principal amount of, and accrued and unpaid interest on, this Note
shall immediately be due and payable, and the Corporation shall pay all costs of
collection  including,  but not  limited  to,  reasonable  attorneys'  fees  and
expenses  incurred by the owner(s) or its assigns on account of such collection,
whether or not suit is brought:

            (a)   The Corporation fails to pay the principal of this Note at its
maturity;

            (b) The  Corporation  commences any voluntary  proceeding  under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
receivership,  dissolution,  or liquidation law or statute, of any jurisdiction,
whether now or  subsequently  in effect;  or the  Corporation  is adjudicated as
bankrupt by a court of competent  jurisdiction;  or the Corporation petitions or
applies for,  acquiesces in, or consents to, the  appointment of any receiver or
trustee of the  Corporation or for all or  substantially  all of its property or
assets; or the Corporation makes an assignment for the benefit of its creditors;
or the  Corporation  admits in writing  its  inability  to pay its debts as they
mature; or

            (c)  There is  commenced  against  the  Corporation  any  proceeding
relating to the Corporation under any bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, receivership,  dissolution, or liquidation law
or statute, of any jurisdiction,  whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent to, approval of, or acquiescence in the proceeding; or
a  receiver  or  trustee  is  appointed  for  the  Corporation  or  for  all  or
substantially all of its property or assets, and the receivership or trusteeship
remains  undischarged  for a period  of 60 days;  or a  warrant  of  attachment,
execution  or similar  process is issued  against  any  substantial  part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.

6. Registered  owner.  The  Corporation  shall treat the person or persons whose
name or names appear on this Note as the absolute owner or owners hereof for the
purpose of receiving  payment of, or on account of, the  principal  and interest
due on this Note and for all other  purposes,  unless and until  written  notice
satisfactory  to  the  Corporation  is  provided  by  the  registered  owner  of
assignment hereof.

7. Assignment.  The Corporation may assign its rights hereunder to any person or
entity. No assignment of rights or obligations shall be effective until delivery
of written notice of such assignment is made by the assigning party to the other
party hereto.

8. Release of shareholders,  officers and directors. This Note is the obligation
of the  Corporation  only,  and no recourse  shall be had for the payment of any
principal or interest hereon against any shareholder, officer or director of the
Corporation,  either  directly  or  through  the  Corporation,  by virtue of any
statute  for the  enforcement  of any  assessment  or  otherwise.  The holder or
holders of this Note, by the acceptance hereof, and as part of the consideration
for this  Note,  release  all  claims  and waive  all  liabilities  against  the
foregoing persons in connection with this Note.

9.  Amendments.  With the consent of the holders of a majority of the  principal
amount of outstanding  Notes,  evidenced by a written instrument or instruments,
Payor  may amend  the  Notes by  executing  and  delivering  to the  holders  an
amendment thereto for the purpose of adding any provisions to or changing in any
manner or eliminating  any of the provisions of the Notes or of modifying in any
manner the rights of the  holders;  provided,  however,  that no such  amendment
shall,  without  the  consent of the holder of each  outstanding  Note  affected
thereby:

            (a) Change the stated  maturity  of the  principal  of any Note,  or
reduce the principal amount thereof or the interest thereon,  or the currency in
which any Note or the  interest  thereon  is  payable,  or  impair  the right to
institute  suit for the  enforcement  of any such payment on or after the stated
maturity thereof (or, in the case of prepayment, or after the prepayment date);

            (b) Reduce the  percentage  in principal  amount of the  outstanding
Notes,  the  consent of whose  holders is  required  for any  amendment,  or the
consent of whose  holders is  required  for any  waiver of  compliance  with the
provisions hereof; or

            (c) Modify any of the provisions of this Section, except to increase
any such  percentage or to provide that other  provisions of the Notes cannot be
modified or waived without the consent of the holder affected thereby.

Upon the  execution  and  delivery  of any  amendment  in  accordance  with this
Section, the Notes shall be modified in accordance  therewith,  and every holder
of  Notes  theretofore  or  thereafter  executed  and  delivered  shall be bound
thereby.

10.  Governing  Law.  The Notes and all terms  and  conditions  herein  shall be
governed  by and  construed  and in  accordance  with the  laws of the  State of
Vermont excluding the state's conflict of law provisions.

11. Exclusive  Jurisdiction.  With respect to actions and proceedings to enforce
the  provisions  of,  arising  from,  or relating to this Note,  the holder,  by
acceptance  of this Note,  consents  to  personal  jurisdiction  in the state or
federal  courts of the State of Vermont  and  irrevocably  agrees  that all such
actions and proceedings shall be litigated exclusively in such courts.  Further,
each of the parties  hereto waives any objection that it may have to the conduct
of any action or proceeding  in any such court based on improper  venue or forum
non conveniens.  Each of the parties hereto waives  personal  service of any and
all process upon it and agrees that valid service of process may be made by mail
or courier  service  directed  to it at the  address  set forth  herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.

                     [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

      IN WITNESS WHEREOF,  the Corporation has signed this Note this 26th day of
October 2000.

                                    eNote.com Inc.


                                By:___________________
                                   Name:
                                   Title:


REGISTERED OWNER:

Friedlander Capital Management Corp.


By:___________________________
   Name:
   Title:



<PAGE>


                                                                    Exhibit 4.37

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR
ANY  APPLICABLE  STATE  SECURITIES  LAW, AND MAY NOT BE  TRANSFERRED  EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST
FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR
ANY APPLICABLE STATE SECURITIES LAW.

                 To Subscribe for and Purchase Common Stock of
                                eNote.com Inc.

                          VOID AFTER OCTOBER 26, 2002

Warrant No. 5-A                                           As of October 26, 2000

      THIS CERTIFIES that, for value received,  FRIEDLANDER  CAPITAL MANGAGEMENT
CORP., or its registered assigns, is entitled, subject to the terms of Section 1
hereof,   to  subscribe  for  and  purchase  from  eNote.com  Inc.,  a  Delaware
corporation (hereinafter called the "Company"),  at the price of $1.00 per share
(such price, as from time to time to be adjusted as hereinafter provided,  being
hereinafter called the "Warrant Price"),  at any time on or prior to October 12,
2002 up to 3,000,000 fully paid, nonassessable shares of Common Stock, par value
$.01 per share,  of the  Company  ("Common  Stock"),  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.

      Section 1.  Exercise of Warrant.  This  Warrant  may be  exercised  by the
holder hereof,  in whole or in part (but not as to a fractional  share of Common
Stock),  by the completion of the  subscription  form attached hereto and by the
surrender  of this Warrant  (properly  endorsed) at the office of the Company in
Williston,  Vermont  (or at such  other  agency or office of the  Company in the
United  States as it may  designate by notice in writing to the holder hereof at
the address of the holder hereof appearing on the books of the Company),  and by
payment to the Company of the Warrant Price, in cash or by certified or official
bank check, for each share being purchased.  In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the holder hereof, shall
be  delivered  to the holder  hereof  within a reasonable  time,  not  exceeding
fifteen (15) business days,  after the rights  represented by this Warrant shall
have been so exercised;  and,  unless this Warrant has expired or been exercised
in full,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the holder hereof within such time.
With respect to any such  exercise,  the holder hereof shall for all purposes be
deemed to have  become  the  holder of record of the  number of shares of Common
Stock evidenced by such certificate or certificates  from the date on which this
Warrant was surrendered  and payment of the Warrant Price was made  irrespective
of the date of delivery of such  certificate,  except that,  if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant. If any fractional interest in a share of Common Stock would, except for
the  provisions  of this Section 1, be  delivered  upon any such  exercise,  the
Company,  in lieu of delivering the fractional  share thereof,  shall pay to the
holder  hereof an  amount  in cash  equal to the  current  market  price of such
fractional interest as determined in good faith by the Board of Directors of the
Company.

      Section 2.  Adjustment of Number of Shares.

      (a)  Reclassification,  Consolidation  or  Merger.  In  the  event  of any
reclassification or change of outstanding  securities of the Common Stock, or in
the event of any  consolidation  or merger of the Company  with or into  another
corporation  or  entity,  other  than a  consolidation  or merger  with  another
corporation  or entity in which the Company is the  continuing  corporation  and
which  does  not  result  in  any  reclassification,  conversion  or  change  of
outstanding  Common Stock,  or in the event of any sale of all or  substantially
all of the assets of the Company,  the Company,  or such successor or purchasing
corporation  or  entity,  as the  case  may  be,  shall  execute  a new  warrant
certificate (the "New Warrant  Certificate"),  providing that the Holder of this
Warrant shall have the right to exercise such new warrants and procure upon such
exercise,  in lieu of each share of Common Stock  issuable  upon exercise of the
Warrants,  the kind and amount of shares of stock,  other securities,  money and
property   receivable   upon   such   reclassification,    conversion,   change,
consolidation or merger by a holder of one share of Common Stock.

      (b) Subdivisions,  Combinations and Stock Dividends.  If at any time while
this Warrant is outstanding and unexpired the Company shall subdivide or combine
its Common  Stock,  or shall pay a dividend with respect to Common Stock payable
in, or make any other  distribution  with respect to its Common Stock consisting
of,  shares of Common  Stock,  then the number of Warrant  Shares for which this
Warrant  is  exercisable  shall  be  adjusted,   from  and  after  the  date  of
determination of stockholders entitled to receive such dividend or distribution,
to that number  determined by multiplying the number of Warrant Shares for which
this Warrant is exercisable immediately prior to such date of determination by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common Stock  outstanding  immediately  after such dividend or distribution  and
(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock outstanding immediately prior to such dividend or distribution.

      (c) Notice of Adjustment.  Upon any adjustment of the Warrant Price,  then
and in each such case the Company shall give written  notice  thereof,  by first
class mail,  postage prepaid,  addressed to the Warrant holder at the address of
such holder as shown on the books of the  Company,  which notice shall state the
Warrant Price resulting from such adjustment, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

      (d) Stock to Be Reserved.  The Company will at all times  reserve and keep
available out of its authorized Common Stock or its treasury shares,  solely for
the purpose of issuance  upon the exercise of this  Warrant as herein  provided,
such  number  of  shares  of Common  Stock as shall  then be  issuable  upon the
exercise of this Warrant provided, however, that the Company has an insufficient
number of shares of authorized  Common Stock  available to reserve the requisite
number of shares  issuable  upon  exercise of this  warrant,  the  Company  will
reserve an amount equal to the remaining number of authorized shares,  allocated
pro-rata among Warrants 3-A and 4-A. In such case, the Company will use its best
efforts to seek shareholder approval to increase the Company's authorized Common
Stock and reserve the additional  shares necessary for issuance upon exercise of
this Warrant.

      (e)  Definition  of Common Stock.  As used herein the term "Common  Stock"
shall mean and include the 25,000,000 shares of Common Stock, par value $.01 per
share,  as authorized on the date of this and any additional  Common Stock,  par
value $.01 hereinafter authorized.

      Section 3.  Notices of Record Dates.

In the event of:

      (a) any taking by the  Company of a record of the  holders of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other distribution  (other than cash dividends out of
earned surplus),  or any right to subscribe for,  purchase or otherwise  acquire
any  shares of stock of any class or any other  securities  or  property,  or to
receive any right to sell shares of stock of any class or any other right; or

      (b) any capital  reorganization of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other corporation or entity; or

      (c) any  voluntary or  involuntary  dissolution, liquidation or winding-up
of the  Company,

then and in each such event the  Company  will give notice to the holder of this
Warrant specifying: (i) the date on which any such record is to be taken for the
purpose  of such  dividend,  distribution  or right and  stating  the amount and
character of such dividend,  distribution  or right;  and (ii) the date on which
any   such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock will be entitled to exchange  their shares of Common Stock for  securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such  notice  shall be given at least 10 days and not more  than 90
days prior to the date therein  specified,  and such notice shall state that the
action in question or the record date is subject to (x) the  effectiveness  of a
registration  statement  under the Securities  Act of 1933 and applicable  state
securities laws, or (y) a favorable vote of stockholders, if either is required.

      Section 4.  No Stockholder Rights or Liabilities.

      (a) Except as set forth in paragraph  4(b), this Warrant shall not entitle
the holder hereof to any voting  rights or other rights as a stockholder  of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or  privileges  of the holder  hereof shall give rise to any liability of
such holder for the Warrant  Price or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

      (b) At any time while this  Warrant is  outstanding,  the  Company  shall,
prior to making any distribution of its property or assets to the holders of its
Common Stock as a dividend in  liquidation  or partial  liquidation or by way of
return of capital or any dividend  payable out of funds  legally  available  for
dividends  under the laws of the State of  Delaware,  give to the holder of this
Warrant, not less than 20 days prior written notice of any such distribution. If
such  holder  shall  exercise  this  Warrant  on or  prior  to the  date of such
distribution set forth in such notice, such holder shall be entitled to receive,
upon such exercise: (i) the number of shares of Common Stock receivable pursuant
to such exercise;  and (ii) without payment of any additional  consideration,  a
sum equal to the amount of such property or assets as would have been payable to
the  holder  hereof as an owner of the  shares  described  in clause (i) of this
paragraph 4(b) had the holder hereof been the holder of record of such shares on
the record date for such distribution; and an appropriate provision with respect
to such payment to such holder as described in this paragraph 4(b) shall be made
a part of any such distribution.

      Section 5. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost,  stolen,  mutilated or destroyed,  the Company may, on such terms as to
indemnity or  otherwise as it may in its  discretion  reasonably  impose  (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like  denomination  and tenor as the  Warrant so lost,  stolen,
mutilated  or  destroyed.  Any such new  Warrant  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or destroyed  Warrant  shall be at any time  enforceable  by
anyone.

      Section  6.  Notices.  Any notice to be given to either  party  under this
Warrant  Certificate  shall be in writing and shall be deemed to have been given
to the Company or the Holder hereof,  as the case may be, when delivered in hand
or when sent by first class mail, postage prepaid, addressed, if to the Company,
at its  principal  office  and, if to the Holder  hereof,  at its address as set
forth in the Company's  books and records or at such other address as the Holder
hereof may have provided to the Company in writing.

      Section 7.  Governing Law. This Warrant 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 8. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of, arising from, or relating to this Warrant or the
Warrant,  the  holder,  by  acceptance  of this  Warrant,  consents  to personal
jurisdiction  in the  state  or  federal  courts  of the  State of  Vermont  and
irrevocably  agrees that all such  actions and  proceedings  shall be  litigated
exclusively  in such  courts.  Further,  each of the parties  hereto  waives any
objection  that it may have to the  conduct of any action or  proceeding  in any
such court based on improper venue or forum non conveniens.  Each of the parties
hereto  waives  personal  service of any and all process upon it and agrees that
valid service of process may be made by mail or courier  service  directed to it
at the address set forth  herein and that  service so made shall be deemed to be
completed  upon the  earlier  of actual  receipt or ten (10) days after the same
shall have been posted.








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<PAGE>


     IN  WITNESS  WHEREOF,  the duly  authorized  agent of  eNote.com  Inc.  has
executed this Warrant as of the 26th day of October 2000.

                                          ENOTE.COM INC.


                                          By:_____________________________
                                             Name:
                                             Title:


[Corporate Seal]
Attest:


-----------------------------------
Secretary


<PAGE>


                       SUBSCRIPTION FORM TO BE EXECUTED
                         UPON EXERCISE OF THE WARRANT


                                                      Date:
                                                           ----------------

To: eNote.com Inc.

      The  undersigned,  pursuant  to the  provisions  set  forth in the  within
Warrant,  hereby  agrees to subscribe  for and purchase  [__________]  shares of
Common Stock covered by such Warrant,  and herewith tenders  $[____________]  in
full  payment of the  purchase  price for such  shares as provided in the within
Warrant.



                              Name of Holder:

                              By:     ___________________________________

                              Address ___________________________________

                                      ___________________________________

<PAGE>


                                                                    Exhibit 4.38

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933  AND MAY NOT BE SOLD,  ASSIGNED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT OF 1933 UNLESS
PAYOR HAS RECEIVED THE WRITTEN  OPINION OF COUNSEL  SATISFACTORY TO PAYOR TO THE
EFFECT THAT SUCH SALE,  ASSIGNMENT  OR TRANSFER  DOES NOT INVOLVE A  TRANSACTION
REQUIRING REGISTRATION OF SUCH SECURITY UNDER THE SECURITIES ACT OF 1933.


B-6                                                                     $100,000


                                  eNote.com Inc
                              185 Allen Brook Lane
                            Williston, Vermont 05495
                                November 9, 2000

                    8% Subordinated Secured Convertible Note
                              Due December 2, 2000

eNote.com Inc., a Delaware corporation, (the "Corporation"), for value received,
promises to pay FRIEDLANDER CAPITAL MANAGEMENT CORP. (the "Holder"),  the sum of
ONE HUNDRED THOUSAND  DOLLARS  $100,000 on December 2, 2000 (the "Maturity
Date"), together with interest accrued thereon at the rate of eight percent (8%)
per  annum,  computed  from  November  9, 2000 (the  "Issue  Date").  Payment of
principal  and interest  shall be made in lawful  money of the United  States of
America on the Maturity  Date unless this Note is earlier  converted as provided
for  herein.  This  Note,  is  part  of a  series  of  8%  Subordinated  Secured
Convertible  Notes due December 2, 2000 being issued by the Corporation  (each a
"Note" and together the "Notes").

This Note is issued  pursuant to a Subscription  Agreement dated as of the Issue
Date (the  "Subscription  Agreement")  by and  between the  Corporation  and the
Holder. Payment of the Notes is secured by all tangible and intangible assets of
the Corporation  pursuant to a Security  Agreement dated as of October 26, 2000,
as may be amended from time to time.

1.    Conversion.

            (a) The  holder  of this  Note  may at time  prior  to the  maturity
hereof,  convert the principal  amount hereof and interest  accrued thereon into
shares of the Corporation's Common Stock. The conversion ratio shall be $1.00 of
principal  converted  per share of Common  Stock  (the  "Conversion  Rate").  To
convert this Note,  the holder  hereof must  surrender the same at the office of
the  Corporation,  together  with a written  instrument  of  transfer  in a form
satisfactory  to the  Corporation,  properly  completed  and executed and with a
written  notice of conversion.  All rights of the holder of this Note shall,  to
the extent of the principal and interest thereof converted, cease as of the date
of such conversion.

            (b) In  case  the  Corporation  shall  at  any  time  subdivide  its
outstanding  shares  of  Common  Stock  into a greater  number  of  shares,  the
Conversion  Rate in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  i.e.,  the holder shall be entitled to purchase after
such  subdivision,  for the  same  consideration  as  applicable  prior  to such
subdivision,  the same  percentage of outstanding  Common Stock that such holder
was entitled to purchase prior to such subdivision,  and conversely, in case the
outstanding  shares of Common Stock of the Corporation  shall be combined into a
smaller number of shares,  the Conversion Price in effect  immediately  prior to
such combination  shall be  proportionately  increased.  In case the Corporation
shall  declare a dividend or make any other  distribution  upon any stock of the
Corporation  payable  in  Common  Stock,   options  or  convertible   securities
exercisable  or  convertible  into  shares of Common  Stock,  any Common  Stock,
options or convertible  securities,  as the case may be,  issuable in payment of
such  dividend  or  distribution  shall  be  deemed  to have  been  issued  in a
subdivision of outstanding shares as provided in the foregoing sentence.

            (c) The Corporation will at all times reserve and keep available out
of its authorized Common Stock or its treasury shares, solely for the purpose of
issuance upon conversion of the Note as herein  provided,  such number of shares
of Common  Stock as shall then be issuable  upon  conversion  of this Note.  The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all taxes,  liens and charges with respect to the issue  thereof,  and,  without
limiting the generality of the foregoing, the Corporation covenants that it will
from time to time take all such  action as may be  requisite  to assure that the
par value per share of the  Common  Stock is at all times  equal to or less than
the effective  Conversion Rate. The Corporation will take all such action as may
be  necessary  to assure that all such  shares of Common  Stock may be so issued
without violation of any applicable law or regulation, or of any requirements of
any national  securities exchange upon which the Common Stock of the Corporation
may be listed.  The  Corporation  will not take any action which  results in any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued and issuable after such action upon  conversion of this Note would exceed
the total number of shares of Common Stock then authorized by the  Corporation's
Certificate of Incorporation. The Corporation has not granted and will not grant
any right of first refusal with respect to shares  issuable  upon  conversion of
this Note, and there are no preemptive rights associated with such shares.

2.  Fractional  shares.  In lieu of  issuing  any  fraction  of a share upon the
conversion of this Note, the Corporation  shall pay to the holder hereof for any
fraction of a share otherwise  issuable upon the  conversion,  cash equal to the
same fraction of $1.00.

3.  Prepayment.  This Note may be prepaid without  penalty.  In the case of each
prepayment of less than all of the outstanding Notes, the principal amount to be
prepaid shall be allocated among the respective Notes and the holders thereof so
that the principal amount to be prepaid to each holder shall bear the same ratio
to the aggregate  principal amount then to be prepaid as the principal amount of
Notes then held by such holder bears to the aggregate  principal amount of Notes
then outstanding.  Five (5) business days prior to any prepayment  hereunder the
Corporation shall provide written notice to each Note holder indicating the date
and amount of such  prepayment.  The Note holder shall have the right to convert
the principal amount of any such prepayment prior to date of prepayment.

4.    Subordination.

            (a)  The  Corporation,  for  itself,  its  successors  and  assigns,
covenants  and agrees,  and each holder of this Note by his  acceptance  thereof
likewise covenants and agrees, that the payment of the principal of and interest
on each and all of this Note shall be subordinate and subject, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

            (b) Upon any  distribution  of  assets of the  Corporation  upon any
dissolution,  winding up,  liquidation,  or  reorganization  of the Corporation,
whether  in  bankruptcy,  insolvency,  or  receivership  proceedings  or upon an
assignment  for the benefit of creditors of any other  dissolution,  winding up,
liquidation, or reorganization of the Corporation:

                  (i) All Senior  Indebtedness  shall first be paid in full,  or
provision made for such payment in full of the principal  thereof,  and premium,
if any,  and  interest  thereon,  before  any  payment is made on account of the
principal of, or interest on, the Notes;

                  (ii) Any payment or  distribution of assets of the Corporation
of any kind or character,  whether in cash, property,  or securities (other than
stock of the  Corporation  as  reorganized  or  readjusted  or securities of the
Corporation or any other corporation provided for by a plan of reorganization or
readjustment  the  payment  of which  is  subordinate,  at  least to the  extent
provided in this Section with respect to the Notes, to the payment of all Senior
Indebtedness  at the time  outstanding  and to any securities  issued in respect
thereof under any such plan of  reorganization  or  readjustment),  to which the
holder of this Note would be entitled  except for the provisions of this Section
shall be paid by the  liquidating  trustee or agent or other person  making such
payment  of  distribution,   whether  a  trustee  in  bankruptcy,  receiver,  or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness  or their  representative  or  representatives  or the  trustee  or
trustees under any indenture under which any instruments  evidencing any of such
Senior  Indebtedness  may have been issued,  ratably  according to the aggregate
amounts  remaining  unpaid on account of the principal of, and premium,  if any,
and interest on, the Senior  Indebtedness  held or  represented  by each, to the
extent  necessary to make payment in full of all Senior  Indebtedness  remaining
unpaid,  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness; and

                  (iii) In the event that,  notwithstanding  the foregoing,  any
payment or  distribution  of assets of the Corporation of any kind or character,
whether in cash, property, or securities (other than stock of the Corporation as
reorganized  or  readjusted  or  securities  of the  Corporation  or  any  other
corporation provided for by a plan of reorganization or readjustment the payment
of which is  subordinate,  at least to the extent  provided in this Section with
respect  to the Note,  to the  payment of all  Senior  Indebtedness  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the holder of this Note
before  all  Senior  Indebtedness  is paid in full,  or  provision  made for its
payment,  such  payment  or  distribution  shall be paid over to the  holders of
Senior Indebtedness  remaining unpaid or unprovided for or their  representative
or representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
as provided in the foregoing subparagraph (2), for application to the payment of
such Senior Indebtedness until all such Senior Indebtedness shall have been paid
in full  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness.

            (c) Subject to the payment in full of all Senior  Indebtedness,  the
holder of this Note shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to  receive  payments  or  distributions  of  cash,  property,  or
securities of the Corporation  applicable to the Senior  Indebtedness  until the
principal  of and  interest  on this  Note  shall be paid in  full,  and no such
payments  or  distributions  in  respect  of this  Note of  cash,  property,  or
securities  distributable to the Senior  Indebtedness  under the provisions here
shall,  as between  the  Corporation,  its  creditors  other than the holders of
Senior Indebtedness,  and the holder of this Notes, be deemed to be a payment by
the  Corporation  to or on  account  of this  Note.  It is  understood  that the
provisions  of this  Section  are and are  intended  solely  for the  purpose of
defining the relative  rights of the holder of this Note,  on the one hand,  and
the holders of the Senior  Indebtedness on the other hand.  Nothing contained in
this Section is intended to or shall  impair,  as between the  Corporation,  its
creditors other than the holders of Senior Indebtedness,  and the holder of this
Note, the absolute and  unconditional  obligation of the  Corporation to pay the
holder of this Note the  principal  of and interest on this Note as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative  rights of the holder of this Note and creditors
of the Corporation other than the holders of the Senior Indebtedness;  nor shall
anything  herein or therein  prevent the holder of this Note from exercising all
remedies  otherwise  permitted by  applicable  law upon default under this Note,
subject  to the  rights,  if any,  under this  Section of the  holders of Senior
Indebtedness  in respect of cash,  property  or  securities  of the  Corporation
received upon the exercise of any such remedy.

            (d) Upon any  distribution of assets of the Corporation  referred to
in this  Section,  the  holder of this  Note  shall be  entitled  to rely upon a
certificate  of the  liquidating  trustee  or agent or other  person  making any
distribution to such holder for the purpose of ascertaining the persons entitled
to participate in such distribution,  the holders of the Senior Indebtedness and
other  indebtedness of the  Corporation,  the amount thereof or payable thereon,
and all other facts pertinent thereto or to this Section.

            (e) If there  shall have  occurred  a default in the  payment of the
principal of (or premium, if any) or interest on any Senior Indebtedness,  then,
unless and until  such  default  shall have been cured or waived,  no payment of
principal  or interest  shall be made by the  Corporation  on this Note,  and no
holder of this Note shall be  entitled  to  receive  any such  payment.  Nothing
contained  in  this  Section  shall,   however  (1)  affect  the  obligation  of
Corporation to make or prevent the Corporation from making,  at any time, except
during  the  pendency  of  any   dissolution,   winding  up,   liquidation,   or
reorganization  proceedings  or except as provided in the first sentence of this
subsection,  payments of principal  of or interest on this Note,  or (2) prevent
the  application  by any  paying  agent of any moneys  deposited  with it by the
Corporation to the payment of or on account of the principal of, or interest on,
this  Note,  if,  at the time of such  deposit,  the  paying  agent did not have
written notice of any event prohibiting the making of such payment or deposit by
the  Corporation;  or (3) be construed as preventing the occurrence of any Event
of Default hereunder.

            (f)  No  right  of any  present  or  future  holder  of  any  Senior
Indebtedness  of the  Corporation to enforce  subordination  as herein  provided
shall at any time or in any way be  prejudiced or impaired by any act or failure
to act on the part of the  Corporation  or by any act or failure to act, in good
faith, by any such holder,  or by an  noncompliance  by the Corporation with the
terms,  provisions,  and  covenants of this Note,  regardless  of any  knowledge
thereof any such holder may have or be otherwise charged with.

            (g) Any  renewal or  extension  of the time of payment of any Senior
Indebtedness  or the  exercise by the holders of Senior  Indebtedness  of any of
their rights under the Senior  Indebtedness,  including  without  limitation the
waiver of default  thereunder  or the release of any security  therefor,  may be
made or done all without  notice to or assent  from the holder of this Note.  No
compromise,  alteration, amendment,  modification,  extension, renewal, or other
change of, or waiver,  consent,  or other action in respect of, any liability or
obligation under or respect of, or of any of the terms, covenants, or conditions
or any  indenture or other  instrument  under which any Senior  Indebtedness  is
outstanding or of such Senior Indebtedness,  and no release of property securing
any Senior  Indebtedness,  whether or not such release is in accordance with the
provisions of any applicable  document,  shall in any way alter or affect any of
the provisions of this Section.

            (h) "Senior  Indebtedness"  for purposes of this Section  shall mean
all indebtedness  (principal and interest) now existing or hereafter incurred of
the Corporation  for money borrowed from banks or other financial  institutions:
(i) which is secured by the  assets of the  Corporation;  and (ii) is not by its
express terms subordinate and junior to or on parity with this Note.

5.  Default.  If any of the following  events occur  ("Event of  Default"),  the
entire unpaid principal amount of, and accrued and unpaid interest on, this Note
shall immediately be due and payable, and the Corporation shall pay all costs of
collection  including,  but not  limited  to,  reasonable  attorneys'  fees  and
expenses  incurred by the owner(s) or its assigns on account of such collection,
whether or not suit is brought:

            (a)   The Corporation fails to pay the principal of this Note at its
maturity;

            (b) The  Corporation  commences any voluntary  proceeding  under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
receivership,  dissolution,  or liquidation law or statute, of any jurisdiction,
whether now or  subsequently  in effect;  or the  Corporation  is adjudicated as
bankrupt by a court of competent  jurisdiction;  or the Corporation petitions or
applies for,  acquiesces in, or consents to, the  appointment of any receiver or
trustee of the  Corporation or for all or  substantially  all of its property or
assets; or the Corporation makes an assignment for the benefit of its creditors;
or the  Corporation  admits in writing  its  inability  to pay its debts as they
mature; or

            (c)  There is  commenced  against  the  Corporation  any  proceeding
relating to the Corporation under any bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, receivership,  dissolution, or liquidation law
or statute, of any jurisdiction,  whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent to, approval of, or acquiescence in the proceeding; or
a  receiver  or  trustee  is  appointed  for  the  Corporation  or  for  all  or
substantially all of its property or assets, and the receivership or trusteeship
remains  undischarged  for a period  of 60 days;  or a  warrant  of  attachment,
execution  or similar  process is issued  against  any  substantial  part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.

6. Registered  owner.  The  Corporation  shall treat the person or persons whose
name or names appear on this Note as the absolute owner or owners hereof for the
purpose of receiving  payment of, or on account of, the  principal  and interest
due on this Note and for all other  purposes,  unless and until  written  notice
satisfactory  to  the  Corporation  is  provided  by  the  registered  owner  of
assignment hereof.

7. Assignment.  The Corporation may assign its rights hereunder to any person or
entity. No assignment of rights or obligations shall be effective until delivery
of written notice of such assignment is made by the assigning party to the other
party hereto.

8. Release of shareholders,  officers and directors. This Note is the obligation
of the  Corporation  only,  and no recourse  shall be had for the payment of any
principal or interest hereon against any shareholder, officer or director of the
Corporation,  either  directly  or  through  the  Corporation,  by virtue of any
statute  for the  enforcement  of any  assessment  or  otherwise.  The holder or
holders of this Note, by the acceptance hereof, and as part of the consideration
for this  Note,  release  all  claims  and waive  all  liabilities  against  the
foregoing persons in connection with this Note.

9.  Amendments.  With the consent of the holders of a majority of the  principal
amount of outstanding  Notes,  evidenced by a written instrument or instruments,
Payor  may amend  the  Notes by  executing  and  delivering  to the  holders  an
amendment thereto for the purpose of adding any provisions to or changing in any
manner or eliminating  any of the provisions of the Notes or of modifying in any
manner the rights of the  holders;  provided,  however,  that no such  amendment
shall,  without  the  consent of the holder of each  outstanding  Note  affected
thereby:

            (a) Change the stated  maturity  of the  principal  of any Note,  or
reduce the principal amount thereof or the interest thereon,  or the currency in
which any Note or the  interest  thereon  is  payable,  or  impair  the right to
institute  suit for the  enforcement  of any such payment on or after the stated
maturity thereof (or, in the case of prepayment, or after the prepayment date);

            (b) Reduce the  percentage  in principal  amount of the  outstanding
Notes,  the  consent of whose  holders is  required  for any  amendment,  or the
consent of whose  holders is  required  for any  waiver of  compliance  with the
provisions hereof; or

            (c) Modify any of the provisions of this Section, except to increase
any such  percentage or to provide that other  provisions of the Notes cannot be
modified or waived without the consent of the holder affected thereby.

Upon the  execution  and  delivery  of any  amendment  in  accordance  with this
Section, the Notes shall be modified in accordance  therewith,  and every holder
of  Notes  theretofore  or  thereafter  executed  and  delivered  shall be bound
thereby.

10.  Governing  Law.  The Notes and all terms  and  conditions  herein  shall be
governed  by and  construed  and in  accordance  with the  laws of the  State of
Vermont excluding the state's conflict of law provisions.

11. Exclusive  Jurisdiction.  With respect to actions and proceedings to enforce
the  provisions  of,  arising  from,  or relating to this Note,  the holder,  by
acceptance  of this Note,  consents  to  personal  jurisdiction  in the state or
federal  courts of the State of Vermont  and  irrevocably  agrees  that all such
actions and proceedings shall be litigated exclusively in such courts.  Further,
each of the parties  hereto waives any objection that it may have to the conduct
of any action or proceeding  in any such court based on improper  venue or forum
non conveniens.  Each of the parties hereto waives  personal  service of any and
all process upon it and agrees that valid service of process may be made by mail
or courier  service  directed  to it at the  address  set forth  herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.


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<PAGE>

      IN WITNESS  WHEREOF,  the Corporation has signed this Note this 9th day of
November 2000.

                                    eNote.com Inc.


                              By:___________________
                                 Name:
                                 Title:

REGISTERED OWNER:

Friedlander Capital Management Corp.


By:___________________________
   Name:
   Title:



<PAGE>


                                                                    Exhibit 4.39

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR
ANY  APPLICABLE  STATE  SECURITIES  LAW, AND MAY NOT BE  TRANSFERRED  EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST
FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR
ANY APPLICABLE STATE SECURITIES LAW.

                 To Subscribe for and Purchase Common Stock of
                                eNote.com Inc.

                          VOID AFTER NOVEMBER 9, 2002

Warrant No. 6-A                                           As of November 9, 2000

      THIS CERTIFIES that, for value received,  FRIEDLANDER  CAPITAL MANGAGEMENT
CORP., or its registered assigns, is entitled, subject to the terms of Section 1
hereof,   to  subscribe  for  and  purchase  from  eNote.com  Inc.,  a  Delaware
corporation (hereinafter called the "Company"),  at the price of $0.75 per share
(such price, as from time to time to be adjusted as hereinafter provided,  being
hereinafter called the "Warrant Price"),  at any time on or prior to November 9,
2002 up to 2,666,667 fully paid, nonassessable shares of Common Stock, par value
$.01 per share,  of the  Company  ("Common  Stock"),  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.

      Section 1.  Exercise of Warrant.  This  Warrant  may be  exercised  by the
holder hereof,  in whole or in part (but not as to a fractional  share of Common
Stock),  by the completion of the  subscription  form attached hereto and by the
surrender  of this Warrant  (properly  endorsed) at the office of the Company in
Williston,  Vermont  (or at such  other  agency or office of the  Company in the
United  States as it may  designate by notice in writing to the holder hereof at
the address of the holder hereof appearing on the books of the Company),  and by
payment to the Company of the Warrant Price, in cash or by certified or official
bank check, for each share being purchased.  In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the holder hereof, shall
be  delivered  to the holder  hereof  within a reasonable  time,  not  exceeding
fifteen (15) business days,  after the rights  represented by this Warrant shall
have been so exercised;  and,  unless this Warrant has expired or been exercised
in full,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the holder hereof within such time.
With respect to any such  exercise,  the holder hereof shall for all purposes be
deemed to have  become  the  holder of record of the  number of shares of Common
Stock evidenced by such certificate or certificates  from the date on which this
Warrant was surrendered  and payment of the Warrant Price was made  irrespective
of the date of delivery of such  certificate,  except that,  if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant. If any fractional interest in a share of Common Stock would, except for
the  provisions  of this Section 1, be  delivered  upon any such  exercise,  the
Company,  in lieu of delivering the fractional  share thereof,  shall pay to the
holder  hereof an  amount  in cash  equal to the  current  market  price of such
fractional interest as determined in good faith by the Board of Directors of the
Company.

      Section 2.  Adjustment of Number of Shares.

      (a)  Reclassification,  Consolidation  or  Merger.  In  the  event  of any
reclassification or change of outstanding  securities of the Common Stock, or in
the event of any  consolidation  or merger of the Company  with or into  another
corporation  or  entity,  other  than a  consolidation  or merger  with  another
corporation  or entity in which the Company is the  continuing  corporation  and
which  does  not  result  in  any  reclassification,  conversion  or  change  of
outstanding  Common Stock,  or in the event of any sale of all or  substantially
all of the assets of the Company,  the Company,  or such successor or purchasing
corporation  or  entity,  as the  case  may  be,  shall  execute  a new  warrant
certificate (the "New Warrant  Certificate"),  providing that the Holder of this
Warrant shall have the right to exercise such new warrants and procure upon such
exercise,  in lieu of each share of Common Stock  issuable  upon exercise of the
Warrants,  the kind and amount of shares of stock,  other securities,  money and
property   receivable   upon   such   reclassification,    conversion,   change,
consolidation or merger by a holder of one share of Common Stock.

      (b) Subdivisions,  Combinations and Stock Dividends.  If at any time while
this Warrant is outstanding and unexpired the Company shall subdivide or combine
its Common  Stock,  or shall pay a dividend with respect to Common Stock payable
in, or make any other  distribution  with respect to its Common Stock consisting
of,  shares of Common  Stock,  then the number of Warrant  Shares for which this
Warrant  is  exercisable  shall  be  adjusted,   from  and  after  the  date  of
determination of stockholders entitled to receive such dividend or distribution,
to that number  determined by multiplying the number of Warrant Shares for which
this Warrant is exercisable immediately prior to such date of determination by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common Stock  outstanding  immediately  after such dividend or distribution  and
(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock outstanding immediately prior to such dividend or distribution.

      (c) Notice of Adjustment.  Upon any adjustment of the Warrant Price,  then
and in each such case the Company shall give written  notice  thereof,  by first
class mail,  postage prepaid,  addressed to the Warrant holder at the address of
such holder as shown on the books of the  Company,  which notice shall state the
Warrant Price resulting from such adjustment, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

      (d) Stock to Be Reserved.  The Company will at all times  reserve and keep
available out of its authorized Common Stock or its treasury shares,  solely for
the purpose of issuance  upon the exercise of this  Warrant as herein  provided,
such  number  of  shares  of Common  Stock as shall  then be  issuable  upon the
exercise of this Warrant provided, however, that the Company has an insufficient
number of shares of authorized  Common Stock  available to reserve the requisite
number of shares  issuable  upon  exercise of this  warrant,  the  Company  will
reserve an amount equal to the remaining number of authorized shares,  allocated
pro-rata among Warrants 3-A and 4-A. In such case, the Company will use its best
efforts to seek shareholder approval to increase the Company's authorized Common
Stock and reserve the additional  shares necessary for issuance upon exercise of
this Warrant.

      (e)  Definition  of Common Stock.  As used herein the term "Common  Stock"
shall mean and include the 25,000,000 shares of Common Stock, par value $.01 per
share,  as authorized on the date of this and any additional  Common Stock,  par
value $.01 hereinafter authorized.

      Section 3.  Notices of Record Dates.

In the event of:

      (a) any taking by the  Company of a record of the  holders of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other distribution  (other than cash dividends out of
earned surplus),  or any right to subscribe for,  purchase or otherwise  acquire
any  shares of stock of any class or any other  securities  or  property,  or to
receive any right to sell shares of stock of any class or any other right; or

      (b) any capital  reorganization of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other corporation or entity; or

      (c)  any voluntary or  involuntary  dissolution, liquidation or winding-up
of the Company,

then and in each such event the  Company  will give notice to the holder of this
Warrant specifying: (i) the date on which any such record is to be taken for the
purpose  of such  dividend,  distribution  or right and  stating  the amount and
character of such dividend,  distribution  or right;  and (ii) the date on which
any   such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock will be entitled to exchange  their shares of Common Stock for  securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such  notice  shall be given at least 10 days and not more  than 90
days prior to the date therein  specified,  and such notice shall state that the
action in question or the record date is subject to (x) the  effectiveness  of a
registration  statement  under the Securities  Act of 1933 and applicable  state
securities laws, or (y) a favorable vote of stockholders, if either is required.

      Section 4.  No Stockholder Rights or Liabilities.

      (a) Except as set forth in paragraph  4(b), this Warrant shall not entitle
the holder hereof to any voting  rights or other rights as a stockholder  of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or  privileges  of the holder  hereof shall give rise to any liability of
such holder for the Warrant  Price or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

      (b) At any time while this  Warrant is  outstanding,  the  Company  shall,
prior to making any distribution of its property or assets to the holders of its
Common Stock as a dividend in  liquidation  or partial  liquidation or by way of
return of capital or any dividend  payable out of funds  legally  available  for
dividends  under the laws of the State of  Delaware,  give to the holder of this
Warrant, not less than 20 days prior written notice of any such distribution. If
such  holder  shall  exercise  this  Warrant  on or  prior  to the  date of such
distribution set forth in such notice, such holder shall be entitled to receive,
upon such exercise: (i) the number of shares of Common Stock receivable pursuant
to such exercise;  and (ii) without payment of any additional  consideration,  a
sum equal to the amount of such property or assets as would have been payable to
the  holder  hereof as an owner of the  shares  described  in clause (i) of this
paragraph 4(b) had the holder hereof been the holder of record of such shares on
the record date for such distribution; and an appropriate provision with respect
to such payment to such holder as described in this paragraph 4(b) shall be made
a part of any such distribution.

      Section 5. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost,  stolen,  mutilated or destroyed,  the Company may, on such terms as to
indemnity or  otherwise as it may in its  discretion  reasonably  impose  (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like  denomination  and tenor as the  Warrant so lost,  stolen,
mutilated  or  destroyed.  Any such new  Warrant  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or destroyed  Warrant  shall be at any time  enforceable  by
anyone.

      Section  6.  Notices.  Any notice to be given to either  party  under this
Warrant  Certificate  shall be in writing and shall be deemed to have been given
to the Company or the Holder hereof,  as the case may be, when delivered in hand
or when sent by first class mail, postage prepaid, addressed, if to the Company,
at its  principal  office  and, if to the Holder  hereof,  at its address as set
forth in the Company's  books and records or at such other address as the Holder
hereof may have provided to the Company in writing.

      Section 7.  Governing Law. This Warrant 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 8. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of, arising from, or relating to this Warrant or the
Warrant,  the  holder,  by  acceptance  of this  Warrant,  consents  to personal
jurisdiction  in the  state  or  federal  courts  of the  State of  Vermont  and
irrevocably  agrees that all such  actions and  proceedings  shall be  litigated
exclusively  in such  courts.  Further,  each of the parties  hereto  waives any
objection  that it may have to the  conduct of any action or  proceeding  in any
such court based on improper venue or forum non conveniens.  Each of the parties
hereto  waives  personal  service of any and all process upon it and agrees that
valid service of process may be made by mail or courier  service  directed to it
at the address set forth  herein and that  service so made shall be deemed to be
completed  upon the  earlier  of actual  receipt or ten (10) days after the same
shall have been posted.




                        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN  WITNESS  WHEREOF,  the duly  authorized  agent of  eNote.com  Inc.  has
executed this Warrant as of the 9th day of November 2000.

                                              ENOTE.COM INC.


                                          By:___________________________
                                             Name:
                                             Title:


[Corporate Seal]
Attest:


__________________________
Secretary


<PAGE>


                       SUBSCRIPTION FORM TO BE EXECUTED
                         UPON EXERCISE OF THE WARRANT


                                                      Date:
                                                           ----------------

To: eNote.com Inc.

      The  undersigned,  pursuant  to the  provisions  set  forth in the  within
Warrant,  hereby  agrees to subscribe  for and purchase  [__________]  shares of
Common Stock covered by such Warrant,  and herewith tenders  $[____________]  in
full  payment of the  purchase  price for such  shares as provided in the within
Warrant.



                              Name of Holder:

                              By:     __________________________________

                              Address __________________________________

                                      __________________________________



<PAGE>


                                                                    Exhibit 4.40

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933  AND MAY NOT BE SOLD,  ASSIGNED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT OF 1933 UNLESS
PAYOR HAS RECEIVED THE WRITTEN  OPINION OF COUNSEL  SATISFACTORY TO PAYOR TO THE
EFFECT THAT SUCH SALE,  ASSIGNMENT  OR TRANSFER  DOES NOT INVOLVE A  TRANSACTION
REQUIRING REGISTRATION OF SUCH SECURITY UNDER THE SECURITIES ACT OF 1933.


B-7                                                                     $120,000


                                  eNote.com Inc
                              185 Allen Brook Lane
                            Williston, Vermont 05495
                                November 22, 2000

                    8% Subordinated Secured Convertible Note
                              Due December 2, 2000

eNote.com Inc., a Delaware corporation, (the "Corporation"), for value received,
promises to pay FRIEDLANDER CAPITAL MANAGEMENT CORP. (the "Holder"),  the sum of
ONE HUNDRED TWENTY THOUSAND  DOLLARS $120,000 on December 2, 2000 (the "Maturity
Date"), together with interest accrued thereon at the rate of eight percent (8%)
per annum,  computed  from  November  22,  2000 (the "Issue  Date").  Payment of
principal  and interest  shall be made in lawful  money of the United  States of
America on the Maturity  Date unless this Note is earlier  converted as provided
for  herein.  This  Note,  is  part  of a  series  of  8%  Subordinated  Secured
Convertible  Notes due December 2, 2000 being issued by the Corporation  (each a
"Note" and together the "Notes").

This Note is issued  pursuant to a Subscription  Agreement dated as of the Issue
Date (the  "Subscription  Agreement")  by and  between the  Corporation  and the
Holder. Payment of the Notes is secured by all tangible and intangible assets of
the Corporation  pursuant to a Security  Agreement dated as of October 26, 2000,
as may be amended from time to time.

1.    Conversion.

            (a) The  holder  of this  Note  may at time  prior  to the  maturity
hereof,  convert the principal  amount hereof and interest  accrued thereon into
shares of the Corporation's Common Stock. The conversion ratio shall be $1.00 of
principal  converted  per share of Common  Stock  (the  "Conversion  Rate").  To
convert this Note,  the holder  hereof must  surrender the same at the office of
the  Corporation,  together  with a written  instrument  of  transfer  in a form
satisfactory  to the  Corporation,  properly  completed  and executed and with a
written  notice of conversion.  All rights of the holder of this Note shall,  to
the extent of the principal and interest thereof converted, cease as of the date
of such conversion.

            (b) In  case  the  Corporation  shall  at  any  time  subdivide  its
outstanding  shares  of  Common  Stock  into a greater  number  of  shares,  the
Conversion  Rate in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  i.e.,  the holder shall be entitled to purchase after
such  subdivision,  for the  same  consideration  as  applicable  prior  to such
subdivision,  the same  percentage of outstanding  Common Stock that such holder
was entitled to purchase prior to such subdivision,  and conversely, in case the
outstanding  shares of Common Stock of the Corporation  shall be combined into a
smaller number of shares,  the Conversion Price in effect  immediately  prior to
such combination  shall be  proportionately  increased.  In case the Corporation
shall  declare a dividend or make any other  distribution  upon any stock of the
Corporation  payable  in  Common  Stock,   options  or  convertible   securities
exercisable  or  convertible  into  shares of Common  Stock,  any Common  Stock,
options or convertible  securities,  as the case may be,  issuable in payment of
such  dividend  or  distribution  shall  be  deemed  to have  been  issued  in a
subdivision of outstanding shares as provided in the foregoing sentence.

            (c) The Corporation will at all times reserve and keep available out
of its authorized Common Stock or its treasury shares, solely for the purpose of
issuance upon conversion of the Note as herein  provided,  such number of shares
of Common  Stock as shall then be issuable  upon  conversion  of this Note.  The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all taxes,  liens and charges with respect to the issue  thereof,  and,  without
limiting the generality of the foregoing, the Corporation covenants that it will
from time to time take all such  action as may be  requisite  to assure that the
par value per share of the  Common  Stock is at all times  equal to or less than
the effective  Conversion Rate. The Corporation will take all such action as may
be  necessary  to assure that all such  shares of Common  Stock may be so issued
without violation of any applicable law or regulation, or of any requirements of
any national  securities exchange upon which the Common Stock of the Corporation
may be listed.  The  Corporation  will not take any action which  results in any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued and issuable after such action upon  conversion of this Note would exceed
the total number of shares of Common Stock then authorized by the  Corporation's
Certificate of Incorporation. The Corporation has not granted and will not grant
any right of first refusal with respect to shares  issuable  upon  conversion of
this Note, and there are no preemptive rights associated with such shares.

2.  Fractional  shares.  In lieu of  issuing  any  fraction  of a share upon the
conversion of this Note, the Corporation  shall pay to the holder hereof for any
fraction of a share otherwise  issuable upon the  conversion,  cash equal to the
same fraction of $1.00.

3.  Prepayment.  This Note may be prepaid without  penalty.  In the case of each
prepayment of less than all of the outstanding Notes, the principal amount to be
prepaid shall be allocated among the respective Notes and the holders thereof so
that the principal amount to be prepaid to each holder shall bear the same ratio
to the aggregate  principal amount then to be prepaid as the principal amount of
Notes then held by such holder bears to the aggregate  principal amount of Notes
then outstanding.  Five (5) business days prior to any prepayment  hereunder the
Corporation shall provide written notice to each Note holder indicating the date
and amount of such  prepayment.  The Note holder shall have the right to convert
the principal amount of any such prepayment prior to date of prepayment.

4.    Subordination.

            (a)  The  Corporation,  for  itself,  its  successors  and  assigns,
covenants  and agrees,  and each holder of this Note by his  acceptance  thereof
likewise covenants and agrees, that the payment of the principal of and interest
on each and all of this Note shall be subordinate and subject, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

            (b) Upon any  distribution  of  assets of the  Corporation  upon any
dissolution,  winding up,  liquidation,  or  reorganization  of the Corporation,
whether  in  bankruptcy,  insolvency,  or  receivership  proceedings  or upon an
assignment  for the benefit of creditors of any other  dissolution,  winding up,
liquidation, or reorganization of the Corporation:

                  (i) All Senior  Indebtedness  shall first be paid in full,  or
provision made for such payment in full of the principal  thereof,  and premium,
if any,  and  interest  thereon,  before  any  payment is made on account of the
principal of, or interest on, the Notes;

                  (ii) Any payment or  distribution of assets of the Corporation
of any kind or character,  whether in cash, property,  or securities (other than
stock of the  Corporation  as  reorganized  or  readjusted  or securities of the
Corporation or any other corporation provided for by a plan of reorganization or
readjustment  the  payment  of which  is  subordinate,  at  least to the  extent
provided in this Section with respect to the Notes, to the payment of all Senior
Indebtedness  at the time  outstanding  and to any securities  issued in respect
thereof under any such plan of  reorganization  or  readjustment),  to which the
holder of this Note would be entitled  except for the provisions of this Section
shall be paid by the  liquidating  trustee or agent or other person  making such
payment  of  distribution,   whether  a  trustee  in  bankruptcy,  receiver,  or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness  or their  representative  or  representatives  or the  trustee  or
trustees under any indenture under which any instruments  evidencing any of such
Senior  Indebtedness  may have been issued,  ratably  according to the aggregate
amounts  remaining  unpaid on account of the principal of, and premium,  if any,
and interest on, the Senior  Indebtedness  held or  represented  by each, to the
extent  necessary to make payment in full of all Senior  Indebtedness  remaining
unpaid,  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness; and

                  (iii) In the event that,  notwithstanding  the foregoing,  any
payment or  distribution  of assets of the Corporation of any kind or character,
whether in cash, property, or securities (other than stock of the Corporation as
reorganized  or  readjusted  or  securities  of the  Corporation  or  any  other
corporation provided for by a plan of reorganization or readjustment the payment
of which is  subordinate,  at least to the extent  provided in this Section with
respect  to the Note,  to the  payment of all  Senior  Indebtedness  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the holder of this Note
before  all  Senior  Indebtedness  is paid in full,  or  provision  made for its
payment,  such  payment  or  distribution  shall be paid over to the  holders of
Senior Indebtedness  remaining unpaid or unprovided for or their  representative
or representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
as provided in the foregoing subparagraph (2), for application to the payment of
such Senior Indebtedness until all such Senior Indebtedness shall have been paid
in full  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness.

            (c) Subject to the payment in full of all Senior  Indebtedness,  the
holder of this Note shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to  receive  payments  or  distributions  of  cash,  property,  or
securities of the Corporation  applicable to the Senior  Indebtedness  until the
principal  of and  interest  on this  Note  shall be paid in  full,  and no such
payments  or  distributions  in  respect  of this  Note of  cash,  property,  or
securities  distributable to the Senior  Indebtedness  under the provisions here
shall,  as between  the  Corporation,  its  creditors  other than the holders of
Senior Indebtedness,  and the holder of this Notes, be deemed to be a payment by
the  Corporation  to or on  account  of this  Note.  It is  understood  that the
provisions  of this  Section  are and are  intended  solely  for the  purpose of
defining the relative  rights of the holder of this Note,  on the one hand,  and
the holders of the Senior  Indebtedness on the other hand.  Nothing contained in
this Section is intended to or shall  impair,  as between the  Corporation,  its
creditors other than the holders of Senior Indebtedness,  and the holder of this
Note, the absolute and  unconditional  obligation of the  Corporation to pay the
holder of this Note the  principal  of and interest on this Note as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative  rights of the holder of this Note and creditors
of the Corporation other than the holders of the Senior Indebtedness;  nor shall
anything  herein or therein  prevent the holder of this Note from exercising all
remedies  otherwise  permitted by  applicable  law upon default under this Note,
subject  to the  rights,  if any,  under this  Section of the  holders of Senior
Indebtedness  in respect of cash,  property  or  securities  of the  Corporation
received upon the exercise of any such remedy.

            (d) Upon any  distribution of assets of the Corporation  referred to
in this  Section,  the  holder of this  Note  shall be  entitled  to rely upon a
certificate  of the  liquidating  trustee  or agent or other  person  making any
distribution to such holder for the purpose of ascertaining the persons entitled
to participate in such distribution,  the holders of the Senior Indebtedness and
other  indebtedness of the  Corporation,  the amount thereof or payable thereon,
and all other facts pertinent thereto or to this Section.

            (e) If there  shall have  occurred  a default in the  payment of the
principal of (or premium, if any) or interest on any Senior Indebtedness,  then,
unless and until  such  default  shall have been cured or waived,  no payment of
principal  or interest  shall be made by the  Corporation  on this Note,  and no
holder of this Note shall be  entitled  to  receive  any such  payment.  Nothing
contained  in  this  Section  shall,   however  (1)  affect  the  obligation  of
Corporation to make or prevent the Corporation from making,  at any time, except
during  the  pendency  of  any   dissolution,   winding  up,   liquidation,   or
reorganization  proceedings  or except as provided in the first sentence of this
subsection,  payments of principal  of or interest on this Note,  or (2) prevent
the  application  by any  paying  agent of any moneys  deposited  with it by the
Corporation to the payment of or on account of the principal of, or interest on,
this  Note,  if,  at the time of such  deposit,  the  paying  agent did not have
written notice of any event prohibiting the making of such payment or deposit by
the  Corporation;  or (3) be construed as preventing the occurrence of any Event
of Default hereunder.

            (f)  No  right  of any  present  or  future  holder  of  any  Senior
Indebtedness  of the  Corporation to enforce  subordination  as herein  provided
shall at any time or in any way be  prejudiced or impaired by any act or failure
to act on the part of the  Corporation  or by any act or failure to act, in good
faith, by any such holder,  or by an  noncompliance  by the Corporation with the
terms,  provisions,  and  covenants of this Note,  regardless  of any  knowledge
thereof any such holder may have or be otherwise charged with.

            (g) Any  renewal or  extension  of the time of payment of any Senior
Indebtedness  or the  exercise by the holders of Senior  Indebtedness  of any of
their rights under the Senior  Indebtedness,  including  without  limitation the
waiver of default  thereunder  or the release of any security  therefor,  may be
made or done all without  notice to or assent  from the holder of this Note.  No
compromise,  alteration, amendment,  modification,  extension, renewal, or other
change of, or waiver,  consent,  or other action in respect of, any liability or
obligation under or respect of, or of any of the terms, covenants, or conditions
or any  indenture or other  instrument  under which any Senior  Indebtedness  is
outstanding or of such Senior Indebtedness,  and no release of property securing
any Senior  Indebtedness,  whether or not such release is in accordance with the
provisions of any applicable  document,  shall in any way alter or affect any of
the provisions of this Section.

            (h) "Senior  Indebtedness"  for purposes of this Section  shall mean
all indebtedness  (principal and interest) now existing or hereafter incurred of
the Corporation  for money borrowed from banks or other financial  institutions:
(i) which is secured by the  assets of the  Corporation;  and (ii) is not by its
express terms subordinate and junior to or on parity with this Note.

5.  Default.  If any of the following  events occur  ("Event of  Default"),  the
entire unpaid principal amount of, and accrued and unpaid interest on, this Note
shall immediately be due and payable, and the Corporation shall pay all costs of
collection  including,  but not  limited  to,  reasonable  attorneys'  fees  and
expenses  incurred by the owner(s) or its assigns on account of such collection,
whether or not suit is brought:

            (a)   The Corporation fails to pay the principal of this Note at its
maturity;

            (b) The  Corporation  commences any voluntary  proceeding  under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
receivership,  dissolution,  or liquidation law or statute, of any jurisdiction,
whether now or  subsequently  in effect;  or the  Corporation  is adjudicated as
bankrupt by a court of competent  jurisdiction;  or the Corporation petitions or
applies for,  acquiesces in, or consents to, the  appointment of any receiver or
trustee of the  Corporation or for all or  substantially  all of its property or
assets; or the Corporation makes an assignment for the benefit of its creditors;
or the  Corporation  admits in writing  its  inability  to pay its debts as they
mature; or

            (c)  There is  commenced  against  the  Corporation  any  proceeding
relating to the Corporation under any bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, receivership,  dissolution, or liquidation law
or statute, of any jurisdiction,  whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent to, approval of, or acquiescence in the proceeding; or
a  receiver  or  trustee  is  appointed  for  the  Corporation  or  for  all  or
substantially all of its property or assets, and the receivership or trusteeship
remains  undischarged  for a period  of 60 days;  or a  warrant  of  attachment,
execution  or similar  process is issued  against  any  substantial  part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.

6. Registered  owner.  The  Corporation  shall treat the person or persons whose
name or names appear on this Note as the absolute owner or owners hereof for the
purpose of receiving  payment of, or on account of, the  principal  and interest
due on this Note and for all other  purposes,  unless and until  written  notice
satisfactory  to  the  Corporation  is  provided  by  the  registered  owner  of
assignment hereof.

7. Assignment.  The Corporation may assign its rights hereunder to any person or
entity. No assignment of rights or obligations shall be effective until delivery
of written notice of such assignment is made by the assigning party to the other
party hereto.

8. Release of shareholders,  officers and directors. This Note is the obligation
of the  Corporation  only,  and no recourse  shall be had for the payment of any
principal or interest hereon against any shareholder, officer or director of the
Corporation,  either  directly  or  through  the  Corporation,  by virtue of any
statute  for the  enforcement  of any  assessment  or  otherwise.  The holder or
holders of this Note, by the acceptance hereof, and as part of the consideration
for this  Note,  release  all  claims  and waive  all  liabilities  against  the
foregoing persons in connection with this Note.

9.  Amendments.  With the consent of the holders of a majority of the principal
amount of outstanding  Notes,  evidenced by a written instrument or instruments,
Payor  may amend  the  Notes by  executing  and  delivering  to the  holders  an
amendment thereto for the purpose of adding any provisions to or changing in any
manner or eliminating  any of the provisions of the Notes or of modifying in any
manner the rights of the  holders;  provided,  however,  that no such  amendment
shall,  without  the  consent of the holder of each  outstanding  Note  affected
thereby:

            (a) Change the stated  maturity  of the  principal  of any Note,  or
reduce the principal amount thereof or the interest thereon,  or the currency in
which any Note or the  interest  thereon  is  payable,  or  impair  the right to
institute  suit for the  enforcement  of any such payment on or after the stated
maturity thereof (or, in the case of prepayment, or after the prepayment date);

            (b) Reduce the  percentage  in principal  amount of the  outstanding
Notes,  the  consent of whose  holders is  required  for any  amendment,  or the
consent of whose  holders is  required  for any  waiver of  compliance  with the
provisions hereof; or

            (c) Modify any of the provisions of this Section, except to increase
any such  percentage or to provide that other  provisions of the Notes cannot be
modified or waived without the consent of the holder affected thereby.

Upon the  execution  and  delivery  of any  amendment  in  accordance  with this
Section, the Notes shall be modified in accordance  therewith,  and every holder
of  Notes  theretofore  or  thereafter  executed  and  delivered  shall be bound
thereby.

10.  Governing  Law.  The Notes and all terms  and  conditions  herein  shall be
governed  by and  construed  and in  accordance  with the  laws of the  State of
Vermont excluding the state's conflict of law provisions.

11. Exclusive  Jurisdiction.  With respect to actions and proceedings to enforce
the  provisions  of,  arising  from,  or relating to this Note,  the holder,  by
acceptance  of this Note,  consents  to  personal  jurisdiction  in the state or
federal  courts of the State of Vermont  and  irrevocably  agrees  that all such
actions and proceedings shall be litigated exclusively in such courts.  Further,
each of the parties  hereto waives any objection that it may have to the conduct
of any action or proceeding  in any such court based on improper  venue or forum
non conveniens.  Each of the parties hereto waives  personal  service of any and
all process upon it and agrees that valid service of process may be made by mail
or courier  service  directed  to it at the  address  set forth  herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.


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<PAGE>

      IN WITNESS WHEREOF,  the Corporation has signed this Note this 22nd day of
November 2000.

                                    eNote.com Inc.


                                By:___________________
                                   Name:
                                   Title:

REGISTERED OWNER:

Friedlander Capital Management Corp.


By:___________________________
   Name:
   Title:



<PAGE>


                                                                    Exhibit 4.41

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR
ANY  APPLICABLE  STATE  SECURITIES  LAW, AND MAY NOT BE  TRANSFERRED  EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST
FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR
ANY APPLICABLE STATE SECURITIES LAW.

                 To Subscribe for and Purchase Common Stock of
                                eNote.com Inc.

                         VOID AFTER NOVEMBER 22, 2002

Warrant No. 7-A                                          As of November 22, 2000

      THIS CERTIFIES that, for value received,  FRIEDLANDER  CAPITAL MANGAGEMENT
CORP., or its registered assigns, is entitled, subject to the terms of Section 1
hereof,   to  subscribe  for  and  purchase  from  eNote.com  Inc.,  a  Delaware
corporation  (hereinafter called the "Company"),  at the price of $.50 per share
(such price, as from time to time to be adjusted as hereinafter provided,  being
hereinafter called the "Warrant Price"), at any time on or prior to November 22,
2002 up to 1,200,000 fully paid, nonassessable shares of Common Stock, par value
$.01 per share,  of the  Company  ("Common  Stock"),  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.

      Section 1.  Exercise of Warrant.  This  Warrant  may be  exercised  by the
holder hereof,  in whole or in part (but not as to a fractional  share of Common
Stock),  by the completion of the  subscription  form attached hereto and by the
surrender  of this Warrant  (properly  endorsed) at the office of the Company in
Williston,  Vermont  (or at such  other  agency or office of the  Company in the
United  States as it may  designate by notice in writing to the holder hereof at
the address of the holder hereof appearing on the books of the Company),  and by
payment to the Company of the Warrant Price, in cash or by certified or official
bank check, for each share being purchased.  In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the holder hereof, shall
be  delivered  to the holder  hereof  within a reasonable  time,  not  exceeding
fifteen (15) business days,  after the rights  represented by this Warrant shall
have been so exercised;  and,  unless this Warrant has expired or been exercised
in full,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the holder hereof within such time.
With respect to any such  exercise,  the holder hereof shall for all purposes be
deemed to have  become  the  holder of record of the  number of shares of Common
Stock evidenced by such certificate or certificates  from the date on which this
Warrant was surrendered  and payment of the Warrant Price was made  irrespective
of the date of delivery of such  certificate,  except that,  if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant. If any fractional interest in a share of Common Stock would, except for
the  provisions  of this Section 1, be  delivered  upon any such  exercise,  the
Company,  in lieu of delivering the fractional  share thereof,  shall pay to the
holder  hereof an  amount  in cash  equal to the  current  market  price of such
fractional interest as determined in good faith by the Board of Directors of the
Company.

      Section 2.  Adjustment of Number of Shares.

      (a)  Reclassification,  Consolidation  or  Merger.  In  the  event  of any
reclassification or change of outstanding  securities of the Common Stock, or in
the event of any  consolidation  or merger of the Company  with or into  another
corporation  or  entity,  other  than a  consolidation  or merger  with  another
corporation  or entity in which the Company is the  continuing  corporation  and
which  does  not  result  in  any  reclassification,  conversion  or  change  of
outstanding  Common Stock,  or in the event of any sale of all or  substantially
all of the assets of the Company,  the Company,  or such successor or purchasing
corporation  or  entity,  as the  case  may  be,  shall  execute  a new  warrant
certificate (the "New Warrant  Certificate"),  providing that the Holder of this
Warrant shall have the right to exercise such new warrants and procure upon such
exercise,  in lieu of each share of Common Stock  issuable  upon exercise of the
Warrants,  the kind and amount of shares of stock,  other securities,  money and
property   receivable   upon   such   reclassification,    conversion,   change,
consolidation or merger by a holder of one share of Common Stock.

      (b) Subdivisions,  Combinations and Stock Dividends.  If at any time while
this Warrant is outstanding and unexpired the Company shall subdivide or combine
its Common  Stock,  or shall pay a dividend with respect to Common Stock payable
in, or make any other  distribution  with respect to its Common Stock consisting
of,  shares of Common  Stock,  then the number of Warrant  Shares for which this
Warrant  is  exercisable  shall  be  adjusted,   from  and  after  the  date  of
determination of stockholders entitled to receive such dividend or distribution,
to that number  determined by multiplying the number of Warrant Shares for which
this Warrant is exercisable immediately prior to such date of determination by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common Stock  outstanding  immediately  after such dividend or distribution  and
(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock outstanding immediately prior to such dividend or distribution.

      (c) Notice of Adjustment.  Upon any adjustment of the Warrant Price,  then
and in each such case the Company shall give written  notice  thereof,  by first
class mail,  postage prepaid,  addressed to the Warrant holder at the address of
such holder as shown on the books of the  Company,  which notice shall state the
Warrant Price resulting from such adjustment, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

      (d) Stock to Be Reserved.  The Company will at all times  reserve and keep
available out of its authorized Common Stock or its treasury shares,  solely for
the purpose of issuance  upon the exercise of this  Warrant as herein  provided,
such  number  of  shares  of Common  Stock as shall  then be  issuable  upon the
exercise of this Warrant provided, however, that the Company has an insufficient
number of shares of authorized  Common Stock  available to reserve the requisite
number of shares  issuable  upon  exercise of this  warrant,  the  Company  will
reserve an amount equal to the remaining number of authorized shares,  allocated
pro-rata among Warrants 3-A and 4-A. In such case, the Company will use its best
efforts to seek shareholder approval to increase the Company's authorized Common
Stock and reserve the additional  shares necessary for issuance upon exercise of
this Warrant.

      (e)  Definition  of Common Stock.  As used herein the term "Common  Stock"
shall mean and include the 25,000,000 shares of Common Stock, par value $.01 per
share,  as authorized on the date of this and any additional  Common Stock,  par
value $.01 hereinafter authorized.

      Section 3.  Notices of Record Dates.

In the event of:

      (a) any taking by the  Company of a record of the  holders of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other distribution  (other than cash dividends out of
earned surplus),  or any right to subscribe for,  purchase or otherwise  acquire
any  shares of stock of any class or any other  securities  or  property,  or to
receive any right to sell shares of stock of any class or any other right; or

      (b) any capital  reorganization of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other corporation or entity; or

      (c) any  voluntary or involuntary  dissolution, liquidation or  winding-up
of the Company,

then and in each such event the  Company  will give notice to the holder of this
Warrant specifying: (i) the date on which any such record is to be taken for the
purpose  of such  dividend,  distribution  or right and  stating  the amount and
character of such dividend,  distribution  or right;  and (ii) the date on which
any   such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock will be entitled to exchange  their shares of Common Stock for  securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such  notice  shall be given at least 10 days and not more  than 90
days prior to the date therein  specified,  and such notice shall state that the
action in question or the record date is subject to (x) the  effectiveness  of a
registration  statement  under the Securities  Act of 1933 and applicable  state
securities laws, or (y) a favorable vote of stockholders, if either is required.

      Section 4.  No Stockholder Rights or Liabilities.

      (a) Except as set forth in paragraph  4(b), this Warrant shall not entitle
the holder hereof to any voting  rights or other rights as a stockholder  of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or  privileges  of the holder  hereof shall give rise to any liability of
such holder for the Warrant  Price or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

      (b) At any time while this  Warrant is  outstanding,  the  Company  shall,
prior to making any distribution of its property or assets to the holders of its
Common Stock as a dividend in  liquidation  or partial  liquidation or by way of
return of capital or any dividend  payable out of funds  legally  available  for
dividends  under the laws of the State of  Delaware,  give to the holder of this
Warrant, not less than 20 days prior written notice of any such distribution. If
such  holder  shall  exercise  this  Warrant  on or  prior  to the  date of such
distribution set forth in such notice, such holder shall be entitled to receive,
upon such exercise: (i) the number of shares of Common Stock receivable pursuant
to such exercise;  and (ii) without payment of any additional  consideration,  a
sum equal to the amount of such property or assets as would have been payable to
the  holder  hereof as an owner of the  shares  described  in clause (i) of this
paragraph 4(b) had the holder hereof been the holder of record of such shares on
the record date for such distribution; and an appropriate provision with respect
to such payment to such holder as described in this paragraph 4(b) shall be made
a part of any such distribution.

      Section 5. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost,  stolen,  mutilated or destroyed,  the Company may, on such terms as to
indemnity or  otherwise as it may in its  discretion  reasonably  impose  (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like  denomination  and tenor as the  Warrant so lost,  stolen,
mutilated  or  destroyed.  Any such new  Warrant  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or destroyed  Warrant  shall be at any time  enforceable  by
anyone.

      Section  6.  Notices.  Any notice to be given to either  party  under this
Warrant  Certificate  shall be in writing and shall be deemed to have been given
to the Company or the Holder hereof,  as the case may be, when delivered in hand
or when sent by first class mail, postage prepaid, addressed, if to the Company,
at its  principal  office  and, if to the Holder  hereof,  at its address as set
forth in the Company's  books and records or at such other address as the Holder
hereof may have provided to the Company in writing.

      Section 7.  Governing Law. This Warrant 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 8. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of, arising from, or relating to this Warrant or the
Warrant,  the  holder,  by  acceptance  of this  Warrant,  consents  to personal
jurisdiction  in the  state  or  federal  courts  of the  State of  Vermont  and
irrevocably  agrees that all such  actions and  proceedings  shall be  litigated
exclusively  in such  courts.  Further,  each of the parties  hereto  waives any
objection  that it may have to the  conduct of any action or  proceeding  in any
such court based on improper venue or forum non conveniens.  Each of the parties
hereto  waives  personal  service of any and all process upon it and agrees that
valid service of process may be made by mail or courier  service  directed to it
at the address set forth  herein and that  service so made shall be deemed to be
completed  upon the  earlier  of actual  receipt or ten (10) days after the same
shall have been posted.








                        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN  WITNESS  WHEREOF,  the duly  authorized  agent of  eNote.com  Inc.  has
executed this Warrant as of the 22nd day of November 2000.

                                          ENOTE.COM INC.


                                          By:___________________________
                                             Name:
                                             Title:


[Corporate Seal]
Attest:


____________________________
Secretary


<PAGE>


                       SUBSCRIPTION FORM TO BE EXECUTED
                         UPON EXERCISE OF THE WARRANT


                                                      Date:
                                                           ----------------

To: eNote.com Inc.

      The  undersigned,  pursuant  to the  provisions  set  forth in the  within
Warrant,  hereby  agrees to subscribe  for and purchase  [__________]  shares of
Common Stock covered by such Warrant,  and herewith tenders  $[____________]  in
full  payment of the  purchase  price for such  shares as provided in the within
Warrant.



                              Name of Holder:

                              By:     ___________________________________

                              Address ___________________________________

                                      ___________________________________





<PAGE>


                                                                    Exhibit 4.42


                                November 20, 2000

Mr. Burton G. Friedlander
Friedlander Capital Management Corp.

      Re:   eNote.com Inc.

Dear Burt:

      The  purpose of this  letter is to confirm the  agreement  of  Friedlander
Capital  Management Corp. to extend the maturity date of the $150,000 8% Secured
Note due  October 14, 2000 and the  maturity  date of the 8% Secured  Note dated
September 28, 2000 due October 14, 2000 to December 2, 2000.


                                Very truly yours,





                                    eNote.com Inc.

                                    By:_______________________


Acknowledged and Agreed
Friedlander Capital Management Corp.

By:_____________________________________



<PAGE>


                                                                    Exhibit 4.43
                             As of December 2, 2000


Mr. Burton G. Friedlander
Friedlander Capital Management Corp.
104 Field Point Rd.
Greenwich, CT  06830

      Re:   eNote.com Inc.

Dear Burt:

      The  purpose of this  letter is to confirm the  agreement  of  Friedlander
Capital  Management  Corp. to extend the maturity  date of the  following  Notes
until March 1, 2001:

      $250,000 8% Secured Convertible Note dated August 17, 2000 due
      December 2, 2000.
      $100,000 8% Secured Convertible Note dated September 11, 2000 due
      December 2, 2000.
      $150,000 8% Secured Note dated September 14, 2000 due December 2, 2000
      $150,000 8% Secured Note dated September 28, 2000 due December 2, 2000.
      $150,000 8% Secured Convertible Note dated October 12, 2000 due
      December 2, 2000.
      $150,000 8% Secured Convertible Note dated October 26, 2000 due
      December 2, 2000.
      $100,000 8% Secured Convertible Note dated November 9, 2000 due
      December 2, 2000.
      $120,000 8% Secured Convertible Note dated November 22, 2000 due
      December 2, 2000.

                                Very truly yours,


                                    ENOTE.COM INC.

                                    By:_______________________


Acknowledged and Agreed
FRIEDLANDER CAPITAL MANAGEMENT CORP.

By:_____________________________________





<PAGE>


                                                                    Exhibit 4.44

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933  AND MAY NOT BE SOLD,  ASSIGNED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT OF 1933 UNLESS
PAYOR HAS RECEIVED THE WRITTEN  OPINION OF COUNSEL  SATISFACTORY TO PAYOR TO THE
EFFECT THAT SUCH SALE,  ASSIGNMENT  OR TRANSFER  DOES NOT INVOLVE A  TRANSACTION
REQUIRING REGISTRATION OF SUCH SECURITY UNDER THE SECURITIES ACT OF 1933.


B-8                                                                     $110,000


                                  eNote.com Inc
                              185 Allen Brook Lane
                            Williston, Vermont 05495
                                December 7, 2000

                    8% Subordinated Secured Convertible Note
                                Due March 1, 2001

eNote.com Inc., a Delaware corporation, (the "Corporation"), for value received,
promises to pay FRIEDLANDER CAPITAL MANAGEMENT CORP. (the "Holder"),  the sum of
ONE  HUNDRED  TEN  THOUSAND  DOLLARS  $110,000  on March 1, 2001 (the  "Maturity
Date"), together with interest accrued thereon at the rate of eight percent (8%)
per  annum,  computed  from  December  7, 2000 (the  "Issue  Date").  Payment of
principal  and interest  shall be made in lawful  money of the United  States of
America on the Maturity  Date unless this Note is earlier  converted as provided
for  herein.  This  Note,  is  part  of a  series  of  8%  Subordinated  Secured
Convertible  Notes due March 1, 2001  being  issued by the  Corporation  (each a
"Note" and together the "Notes").

This Note is issued  pursuant to a Subscription  Agreement dated as of the Issue
Date (the  "Subscription  Agreement")  by and  between the  Corporation  and the
Holder. Payment of the Notes is secured by all tangible and intangible assets of
the Corporation  pursuant to a Security Agreement dated as of December 20, 2000,
as may be amended from time to time.

1.    Conversion.

            (a) The  holder  of this  Note  may at time  prior  to the  maturity
hereof,  convert the principal  amount hereof and interest  accrued thereon into
shares of the Corporation's Common Stock. The conversion ratio shall be $0.18 of
principal  converted  per share of Common  Stock  (the  "Conversion  Rate").  To
convert this Note,  the holder  hereof must  surrender the same at the office of
the  Corporation,  together  with a written  instrument  of  transfer  in a form
satisfactory  to the  Corporation,  properly  completed  and executed and with a
written  notice of conversion.  All rights of the holder of this Note shall,  to
the extent of the principal and interest thereof converted, cease as of the date
of such conversion.

            (b) In  case  the  Corporation  shall  at  any  time  subdivide  its
outstanding  shares  of  Common  Stock  into a greater  number  of  shares,  the
Conversion  Rate in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  i.e.,  the holder shall be entitled to purchase after
such  subdivision,  for the  same  consideration  as  applicable  prior  to such
subdivision,  the same  percentage of outstanding  Common Stock that such holder
was entitled to purchase prior to such subdivision,  and conversely, in case the
outstanding  shares of Common Stock of the Corporation  shall be combined into a
smaller number of shares,  the Conversion Price in effect  immediately  prior to
such combination  shall be  proportionately  increased.  In case the Corporation
shall  declare a dividend or make any other  distribution  upon any stock of the
Corporation  payable  in  Common  Stock,   options  or  convertible   securities
exercisable  or  convertible  into  shares of Common  Stock,  any Common  Stock,
options or convertible  securities,  as the case may be,  issuable in payment of
such  dividend  or  distribution  shall  be  deemed  to have  been  issued  in a
subdivision of outstanding shares as provided in the foregoing sentence.

            (c) The Corporation will at all times reserve and keep available out
of its authorized Common Stock or its treasury shares, solely for the purpose of
issuance upon conversion of the Note as herein  provided,  such number of shares
of Common  Stock as shall then be issuable  upon  conversion  of this Note.  The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all taxes,  liens and charges with respect to the issue  thereof,  and,  without
limiting the generality of the foregoing, the Corporation covenants that it will
from time to time take all such  action as may be  requisite  to assure that the
par value per share of the  Common  Stock is at all times  equal to or less than
the effective  Conversion Rate. The Corporation will take all such action as may
be  necessary  to assure that all such  shares of Common  Stock may be so issued
without violation of any applicable law or regulation, or of any requirements of
any national  securities exchange upon which the Common Stock of the Corporation
may be listed.  The  Corporation  will not take any action which  results in any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued and issuable after such action upon  conversion of this Note would exceed
the total number of shares of Common Stock then authorized by the  Corporation's
Certificate of Incorporation. The Corporation has not granted and will not grant
any right of first refusal with respect to shares  issuable  upon  conversion of
this Note, and there are no preemptive rights associated with such shares.

2.  Fractional  shares.  In lieu of  issuing  any  fraction  of a share upon the
conversion of this Note, the Corporation  shall pay to the holder hereof for any
fraction of a share otherwise  issuable upon the  conversion,  cash equal to the
same fraction of $0.18.

3.  Prepayment.  This Note may be prepaid without  penalty.  In the case of each
prepayment of less than all of the outstanding Notes, the principal amount to be
prepaid shall be allocated among the respective Notes and the holders thereof so
that the principal amount to be prepaid to each holder shall bear the same ratio
to the aggregate  principal amount then to be prepaid as the principal amount of
Notes then held by such holder bears to the aggregate  principal amount of Notes
then outstanding.  Five (5) business days prior to any prepayment  hereunder the
Corporation shall provide written notice to each Note holder indicating the date
and amount of such  prepayment.  The Note holder shall have the right to convert
the principal amount of any such prepayment prior to date of prepayment.

4.    Subordination.

            (a)  The  Corporation,  for  itself,  its  successors  and  assigns,
covenants  and agrees,  and each holder of this Note by his  acceptance  thereof
likewise covenants and agrees, that the payment of the principal of and interest
on each and all of this Note shall be subordinate and subject, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

            (b) Upon any  distribution  of  assets of the  Corporation  upon any
dissolution,  winding up,  liquidation,  or  reorganization  of the Corporation,
whether  in  bankruptcy,  insolvency,  or  receivership  proceedings  or upon an
assignment  for the benefit of creditors of any other  dissolution,  winding up,
liquidation, or reorganization of the Corporation:

                  (i) All Senior  Indebtedness  shall first be paid in full,  or
provision made for such payment in full of the principal  thereof,  and premium,
if any,  and  interest  thereon,  before  any  payment is made on account of the
principal of, or interest on, the Notes;

                  (ii) Any payment or  distribution of assets of the Corporation
of any kind or character,  whether in cash, property,  or securities (other than
stock of the  Corporation  as  reorganized  or  readjusted  or securities of the
Corporation or any other corporation provided for by a plan of reorganization or
readjustment  the  payment  of which  is  subordinate,  at  least to the  extent
provided in this Section with respect to the Notes, to the payment of all Senior
Indebtedness  at the time  outstanding  and to any securities  issued in respect
thereof under any such plan of  reorganization  or  readjustment),  to which the
holder of this Note would be entitled  except for the provisions of this Section
shall be paid by the  liquidating  trustee or agent or other person  making such
payment  of  distribution,   whether  a  trustee  in  bankruptcy,  receiver,  or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness  or their  representative  or  representatives  or the  trustee  or
trustees under any indenture under which any instruments  evidencing any of such
Senior  Indebtedness  may have been issued,  ratably  according to the aggregate
amounts  remaining  unpaid on account of the principal of, and premium,  if any,
and interest on, the Senior  Indebtedness  held or  represented  by each, to the
extent  necessary to make payment in full of all Senior  Indebtedness  remaining
unpaid,  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness; and

                  (iii) In the event that,  notwithstanding  the foregoing,  any
payment or  distribution  of assets of the Corporation of any kind or character,
whether in cash, property, or securities (other than stock of the Corporation as
reorganized  or  readjusted  or  securities  of the  Corporation  or  any  other
corporation provided for by a plan of reorganization or readjustment the payment
of which is  subordinate,  at least to the extent  provided in this Section with
respect  to the Note,  to the  payment of all  Senior  Indebtedness  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the holder of this Note
before  all  Senior  Indebtedness  is paid in full,  or  provision  made for its
payment,  such  payment  or  distribution  shall be paid over to the  holders of
Senior Indebtedness  remaining unpaid or unprovided for or their  representative
or representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
as provided in the foregoing subparagraph (2), for application to the payment of
such Senior Indebtedness until all such Senior Indebtedness shall have been paid
in full  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness.

            (c) Subject to the payment in full of all Senior  Indebtedness,  the
holder of this Note shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to  receive  payments  or  distributions  of  cash,  property,  or
securities of the Corporation  applicable to the Senior  Indebtedness  until the
principal  of and  interest  on this  Note  shall be paid in  full,  and no such
payments  or  distributions  in  respect  of this  Note of  cash,  property,  or
securities  distributable to the Senior  Indebtedness  under the provisions here
shall,  as between  the  Corporation,  its  creditors  other than the holders of
Senior Indebtedness,  and the holder of this Notes, be deemed to be a payment by
the  Corporation  to or on  account  of this  Note.  It is  understood  that the
provisions  of this  Section  are and are  intended  solely  for the  purpose of
defining the relative  rights of the holder of this Note,  on the one hand,  and
the holders of the Senior  Indebtedness on the other hand.  Nothing contained in
this Section is intended to or shall  impair,  as between the  Corporation,  its
creditors other than the holders of Senior Indebtedness,  and the holder of this
Note, the absolute and  unconditional  obligation of the  Corporation to pay the
holder of this Note the  principal  of and interest on this Note as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative  rights of the holder of this Note and creditors
of the Corporation other than the holders of the Senior Indebtedness;  nor shall
anything  herein or therein  prevent the holder of this Note from exercising all
remedies  otherwise  permitted by  applicable  law upon default under this Note,
subject  to the  rights,  if any,  under this  Section of the  holders of Senior
Indebtedness  in respect of cash,  property  or  securities  of the  Corporation
received upon the exercise of any such remedy.

            (d) Upon any  distribution of assets of the Corporation  referred to
in this  Section,  the  holder of this  Note  shall be  entitled  to rely upon a
certificate  of the  liquidating  trustee  or agent or other  person  making any
distribution to such holder for the purpose of ascertaining the persons entitled
to participate in such distribution,  the holders of the Senior Indebtedness and
other  indebtedness of the  Corporation,  the amount thereof or payable thereon,
and all other facts pertinent thereto or to this Section.

            (e) If there  shall have  occurred  a default in the  payment of the
principal of (or premium, if any) or interest on any Senior Indebtedness,  then,
unless and until  such  default  shall have been cured or waived,  no payment of
principal  or interest  shall be made by the  Corporation  on this Note,  and no
holder of this Note shall be  entitled  to  receive  any such  payment.  Nothing
contained  in  this  Section  shall,   however  (1)  affect  the  obligation  of
Corporation to make or prevent the Corporation from making,  at any time, except
during  the  pendency  of  any   dissolution,   winding  up,   liquidation,   or
reorganization  proceedings  or except as provided in the first sentence of this
subsection,  payments of principal  of or interest on this Note,  or (2) prevent
the  application  by any  paying  agent of any moneys  deposited  with it by the
Corporation to the payment of or on account of the principal of, or interest on,
this  Note,  if,  at the time of such  deposit,  the  paying  agent did not have
written notice of any event prohibiting the making of such payment or deposit by
the  Corporation;  or (3) be construed as preventing the occurrence of any Event
of Default hereunder.

            (f)  No  right  of any  present  or  future  holder  of  any  Senior
Indebtedness  of the  Corporation to enforce  subordination  as herein  provided
shall at any time or in any way be  prejudiced or impaired by any act or failure
to act on the part of the  Corporation  or by any act or failure to act, in good
faith, by any such holder,  or by an  noncompliance  by the Corporation with the
terms,  provisions,  and  covenants of this Note,  regardless  of any  knowledge
thereof any such holder may have or be otherwise charged with.

            (g) Any  renewal or  extension  of the time of payment of any Senior
Indebtedness  or the  exercise by the holders of Senior  Indebtedness  of any of
their rights under the Senior  Indebtedness,  including  without  limitation the
waiver of default  thereunder  or the release of any security  therefor,  may be
made or done all without  notice to or assent  from the holder of this Note.  No
compromise,  alteration, amendment,  modification,  extension, renewal, or other
change of, or waiver,  consent,  or other action in respect of, any liability or
obligation under or respect of, or of any of the terms, covenants, or conditions
or any  indenture or other  instrument  under which any Senior  Indebtedness  is
outstanding or of such Senior Indebtedness,  and no release of property securing
any Senior  Indebtedness,  whether or not such release is in accordance with the
provisions of any applicable  document,  shall in any way alter or affect any of
the provisions of this Section.

            (h) "Senior  Indebtedness"  for purposes of this Section  shall mean
all indebtedness  (principal and interest) now existing or hereafter incurred of
the Corporation  for money borrowed from banks or other financial  institutions:
(i) which is secured by the  assets of the  Corporation;  and (ii) is not by its
express terms subordinate and junior to or on parity with this Note.

5.  Default.  If any of the following  events occur  ("Event of  Default"),  the
entire unpaid principal amount of, and accrued and unpaid interest on, this Note
shall immediately be due and payable, and the Corporation shall pay all costs of
collection  including,  but not  limited  to,  reasonable  attorneys'  fees  and
expenses  incurred by the owner(s) or its assigns on account of such collection,
whether or not suit is brought:

            (a)   The Corporation fails to pay the principal of this Note at its
maturity;

            (b) The  Corporation  commences any voluntary  proceeding  under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
receivership,  dissolution,  or liquidation law or statute, of any jurisdiction,
whether now or  subsequently  in effect;  or the  Corporation  is adjudicated as
bankrupt by a court of competent  jurisdiction;  or the Corporation petitions or
applies for,  acquiesces in, or consents to, the  appointment of any receiver or
trustee of the  Corporation or for all or  substantially  all of its property or
assets; or the Corporation makes an assignment for the benefit of its creditors;
or the  Corporation  admits in writing  its  inability  to pay its debts as they
mature; or

            (c)  There is  commenced  against  the  Corporation  any  proceeding
relating to the Corporation under any bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, receivership,  dissolution, or liquidation law
or statute, of any jurisdiction,  whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent to, approval of, or acquiescence in the proceeding; or
a  receiver  or  trustee  is  appointed  for  the  Corporation  or  for  all  or
substantially all of its property or assets, and the receivership or trusteeship
remains  undischarged  for a period  of 60 days;  or a  warrant  of  attachment,
execution  or similar  process is issued  against  any  substantial  part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.

      6. Registered  owner.  The  Corporation  shall treat the person or persons
whose name or names appear on this Note as the absolute  owner or owners  hereof
for the purpose of  receiving  payment of, or on account of, the  principal  and
interest due on this Note and for all other  purposes,  unless and until written
notice  satisfactory to the  Corporation is provided by the registered  owner of
assignment hereof.

7. Assignment.  The Corporation may assign its rights hereunder to any person or
entity. No assignment of rights or obligations shall be effective until delivery
of written notice of such assignment is made by the assigning party to the other
party hereto.

8. Release of shareholders,  officers and directors. This Note is the obligation
of the  Corporation  only,  and no recourse  shall be had for the payment of any
principal or interest hereon against any shareholder, officer or director of the
Corporation,  either  directly  or  through  the  Corporation,  by virtue of any
statute  for the  enforcement  of any  assessment  or  otherwise.  The holder or
holders of this Note, by the acceptance hereof, and as part of the consideration
for this  Note,  release  all  claims  and waive  all  liabilities  against  the
foregoing persons in connection with this Note.

9.  Amendments.  With the consent of the holders of a majority of the principal
amount of outstanding  Notes,  evidenced by a written instrument or instruments,
Payor  may amend  the  Notes by  executing  and  delivering  to the  holders  an
amendment thereto for the purpose of adding any provisions to or changing in any
manner or eliminating  any of the provisions of the Notes or of modifying in any
manner the rights of the  holders;  provided,  however,  that no such  amendment
shall,  without  the  consent of the holder of each  outstanding  Note  affected
thereby:

            (a) Change the stated  maturity  of the  principal  of any Note,  or
reduce the principal amount thereof or the interest thereon,  or the currency in
which any Note or the  interest  thereon  is  payable,  or  impair  the right to
institute  suit for the  enforcement  of any such payment on or after the stated
maturity thereof (or, in the case of prepayment, or after the prepayment date);

            (b) Reduce the  percentage  in principal  amount of the  outstanding
Notes,  the  consent of whose  holders is  required  for any  amendment,  or the
consent of whose  holders is  required  for any  waiver of  compliance  with the
provisions hereof; or

            (c) Modify any of the provisions of this Section, except to increase
any such  percentage or to provide that other  provisions of the Notes cannot be
modified or waived without the consent of the holder affected thereby.

Upon the  execution  and  delivery  of any  amendment  in  accordance  with this
Section, the Notes shall be modified in accordance  therewith,  and every holder
of  Notes  theretofore  or  thereafter  executed  and  delivered  shall be bound
thereby.

10.  Governing  Law.  The Notes and all terms  and  conditions  herein  shall be
governed  by and  construed  and in  accordance  with the  laws of the  State of
Vermont excluding the state's conflict of law provisions.

11.   Exclusive Jurisdiction. With respect to actions and proceedings to enforce
the  provisions  of,  arising  from,  or relating to this Note,  the holder,  by
acceptance  of this Note,  consents  to  personal  jurisdiction  in the state or
federal  courts of the State of Vermont  and  irrevocably  agrees  that all such
actions and proceedings shall be litigated exclusively in such courts.  Further,
each of the parties  hereto waives any objection that it may have to the conduct
of any action or proceeding  in any such court based on improper  venue or forum
non conveniens.  Each of the parties hereto waives  personal  service of any and
all process upon it and agrees that valid service of process may be made by mail
or courier  service  directed  to it at the  address  set forth  herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.

                     [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>



      IN WITNESS  WHEREOF,  the Corporation has signed this Note this 7th day of
December 2000.

                                    eNote.com Inc.


                                    By:________________
                                       Name:
                                       Title:

REGISTERED OWNER:

Friedlander Capital Management Corp.


By:___________________________
   Name:
   Title:



<PAGE>


                                                                    Exhibit 4.45

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR
ANY  APPLICABLE  STATE  SECURITIES  LAW, AND MAY NOT BE  TRANSFERRED  EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST
FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR
ANY APPLICABLE STATE SECURITIES LAW.

                 To Subscribe for and Purchase Common Stock of
                                eNote.com Inc.

                          VOID AFTER December 7, 2003

Warrant No. 8-A                                           As of December 7, 2000

      THIS CERTIFIES that, for value received,  FRIEDLANDER  CAPITAL MANGAGEMENT
CORP., or its registered assigns, is entitled, subject to the terms of Section 1
hereof,   to  subscribe  for  and  purchase  from  eNote.com  Inc.,  a  Delaware
corporation (hereinafter called the "Company"), at the price of $0.375 per share
(such price, as from time to time to be adjusted as hereinafter provided,  being
hereinafter called the "Warrant Price"),  at any time on or prior to December 7,
2003 up to 825,000 fully paid,  nonassessable  shares of Common Stock, par value
$.01 per share,  of the  Company  ("Common  Stock"),  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.

      Section 1.  Exercise of Warrant.  This  Warrant  may be  exercised  by the
holder hereof,  in whole or in part (but not as to a fractional  share of Common
Stock),  by the completion of the  subscription  form attached hereto and by the
surrender  of this Warrant  (properly  endorsed) at the office of the Company in
Williston,  Vermont  (or at such  other  agency or office of the  Company in the
United  States as it may  designate by notice in writing to the holder hereof at
the address of the holder hereof appearing on the books of the Company),  and by
payment to the Company of the Warrant Price, in cash or by certified or official
bank check, for each share being purchased.  In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the holder hereof, shall
be  delivered  to the holder  hereof  within a reasonable  time,  not  exceeding
fifteen (15) business days,  after the rights  represented by this Warrant shall
have been so exercised;  and,  unless this Warrant has expired or been exercised
in full,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the holder hereof within such time.
With respect to any such  exercise,  the holder hereof shall for all purposes be
deemed to have  become  the  holder of record of the  number of shares of Common
Stock evidenced by such certificate or certificates  from the date on which this
Warrant was surrendered  and payment of the Warrant Price was made  irrespective
of the date of delivery of such  certificate,  except that,  if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant. If any fractional interest in a share of Common Stock would, except for
the  provisions  of this Section 1, be  delivered  upon any such  exercise,  the
Company,  in lieu of delivering the fractional  share thereof,  shall pay to the
holder  hereof an  amount  in cash  equal to the  current  market  price of such
fractional interest as determined in good faith by the Board of Directors of the
Company.

      Section 2.  Adjustment of Number of Shares.

      (a)  Reclassification,  Consolidation  or  Merger.  In  the  event  of any
reclassification or change of outstanding  securities of the Common Stock, or in
the event of any  consolidation  or merger of the Company  with or into  another
corporation  or  entity,  other  than a  consolidation  or merger  with  another
corporation  or entity in which the Company is the  continuing  corporation  and
which  does  not  result  in  any  reclassification,  conversion  or  change  of
outstanding  Common Stock,  or in the event of any sale of all or  substantially
all of the assets of the Company,  the Company,  or such successor or purchasing
corporation  or  entity,  as the  case  may  be,  shall  execute  a new  warrant
certificate (the "New Warrant  Certificate"),  providing that the Holder of this
Warrant shall have the right to exercise such new warrants and procure upon such
exercise,  in lieu of each share of Common Stock  issuable  upon exercise of the
Warrants,  the kind and amount of shares of stock,  other securities,  money and
property   receivable   upon   such   reclassification,    conversion,   change,
consolidation or merger by a holder of one share of Common Stock.

      (b) Subdivisions,  Combinations and Stock Dividends.  If at any time while
this Warrant is outstanding and unexpired the Company shall subdivide or combine
its Common  Stock,  or shall pay a dividend with respect to Common Stock payable
in, or make any other  distribution  with respect to its Common Stock consisting
of,  shares of Common  Stock,  then the number of Warrant  Shares for which this
Warrant  is  exercisable  shall  be  adjusted,   from  and  after  the  date  of
determination of stockholders entitled to receive such dividend or distribution,
to that number  determined by multiplying the number of Warrant Shares for which
this Warrant is exercisable immediately prior to such date of determination by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common Stock  outstanding  immediately  after such dividend or distribution  and
(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock outstanding immediately prior to such dividend or distribution.

      (c) Notice of Adjustment.  Upon any adjustment of the Warrant Price,  then
and in each such case the Company shall give written  notice  thereof,  by first
class mail,  postage prepaid,  addressed to the Warrant holder at the address of
such holder as shown on the books of the  Company,  which notice shall state the
Warrant Price resulting from such adjustment, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

      (d) Stock to Be Reserved.  The Company will at all times  reserve and keep
available out of its authorized Common Stock or its treasury shares,  solely for
the purpose of issuance  upon the exercise of this  Warrant as herein  provided,
such  number  of  shares  of Common  Stock as shall  then be  issuable  upon the
exercise of this Warrant provided, however, that the Company has an insufficient
number of shares of authorized  Common Stock  available to reserve the requisite
number of shares  issuable  upon  exercise of this  warrant,  the  Company  will
reserve an amount equal to the remaining number of authorized shares,  allocated
pro-rata among Warrants 3-A and 4-A. In such case, the Company will use its best
efforts to seek shareholder approval to increase the Company's authorized Common
Stock and reserve the additional  shares necessary for issuance upon exercise of
this Warrant.

      (e)  Definition  of Common Stock.  As used herein the term "Common  Stock"
shall mean and include the 25,000,000 shares of Common Stock, par value $.01 per
share,  as authorized on the date of this and any additional  Common Stock,  par
value $.01 hereinafter authorized.

      Section 3.  Notices of Record Dates.

In the event of:

     (a) any  taking  by the  Company of a record  of the  holders  of any class
of  securities  for the  purpose of  determining  the  holders  thereof  who are
entitled  to  receive  any  dividend  or other  distribution  (other  than  cash
dividends out of earned  surplus),  or any right to subscribe  for,  purchase or
otherwise  acquire any shares of stock of any class or any other  securities  or
property,  or to receive  any right to sell  shares of stock of any class or any
other right; or

      (b) any capital  reorganization of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other corporation or entity; or

      (c) any  voluntary or  involuntary  dissolution, liquidation or winding-up
of the Company,

then and in each such event the  Company  will give notice to the holder of this
Warrant specifying: (i) the date on which any such record is to be taken for the
purpose  of such  dividend,  distribution  or right and  stating  the amount and
character of such dividend,  distribution  or right;  and (ii) the date on which
any   such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock will be entitled to exchange  their shares of Common Stock for  securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such  notice  shall be given at least 10 days and not more  than 90
days prior to the date therein  specified,  and such notice shall state that the
action in question or the record date is subject to (x) the  effectiveness  of a
registration  statement  under the Securities  Act of 1933 and applicable  state
securities laws, or (y) a favorable vote of stockholders, if either is required.

      Section 4.  No Stockholder Rights or Liabilities.

       (a)  Except as  set forth  in  paragraph  4(b),  this  Warrant  shall not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the Company. No provision hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Common Stock, and no mere enumeration herein
of the  rights  or  privileges  of the  holder  hereof  shall  give  rise to any
liability  of such  holder  for the  Warrant  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

       (b) At any time while  this  Warrant is outstanding,  the  Company shall,
prior to making any distribution of its property or assets to the holders of its
Common Stock as a dividend in  liquidation  or partial  liquidation or by way of
return of capital or any dividend  payable out of funds  legally  available  for
dividends  under the laws of the State of  Delaware,  give to the holder of this
Warrant, not less than 20 days prior written notice of any such distribution. If
such  holder  shall  exercise  this  Warrant  on or  prior  to the  date of such
distribution set forth in such notice, such holder shall be entitled to receive,
upon such exercise: (i) the number of shares of Common Stock receivable pursuant
to such exercise;  and (ii) without payment of any additional  consideration,  a
sum equal to the amount of such property or assets as would have been payable to
the  holder  hereof as an owner of the  shares  described  in clause (i) of this
paragraph 4(b) had the holder hereof been the holder of record of such shares on
the record date for such distribution; and an appropriate provision with respect
to such payment to such holder as described in this paragraph 4(b) shall be made
a part of any such distribution.

      Section 5. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost,  stolen,  mutilated or destroyed,  the Company may, on such terms as to
indemnity or  otherwise as it may in its  discretion  reasonably  impose  (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like  denomination  and tenor as the  Warrant so lost,  stolen,
mutilated  or  destroyed.  Any such new  Warrant  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or destroyed  Warrant  shall be at any time  enforceable  by
anyone.

      Section  6.  Notices.  Any notice to be given to either  party  under this
Warrant  Certificate  shall be in writing and shall be deemed to have been given
to the Company or the Holder hereof,  as the case may be, when delivered in hand
or when sent by first class mail, postage prepaid, addressed, if to the Company,
at its  principal  office  and, if to the Holder  hereof,  at its address as set
forth in the Company's  books and records or at such other address as the Holder
hereof may have provided to the Company in writing.

      Section 7.  Governing Law. This Warrant 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 8. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of, arising from, or relating to this Warrant or the
Warrant,  the  holder,  by  acceptance  of this  Warrant,  consents  to personal
jurisdiction  in the  state  or  federal  courts  of the  State of  Vermont  and
irrevocably  agrees that all such  actions and  proceedings  shall be  litigated
exclusively  in such  courts.  Further,  each of the parties  hereto  waives any
objection  that it may have to the  conduct of any action or  proceeding  in any
such court based on improper venue or forum non conveniens.  Each of the parties
hereto  waives  personal  service of any and all process upon it and agrees that
valid service of process may be made by mail or courier  service  directed to it
at the address set forth  herein and that  service so made shall be deemed to be
completed  upon the  earlier  of actual  receipt or ten (10) days after the same
shall have been posted.








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<PAGE>


     IN  WITNESS  WHEREOF,  the duly  authorized  agent of  eNote.com  Inc.  has
executed this Warrant as of the 7th day of December, 2000.

                                          ENOTE.COM INC.


                                          By:_____________________________
                                             Name:
                                             Title:


[Corporate Seal]
Attest:


__________________________
Secretary


<PAGE>


                       SUBSCRIPTION FORM TO BE EXECUTED
                         UPON EXERCISE OF THE WARRANT


                                                      Date:
                                                           ----------------

To: eNote.com Inc.

      The  undersigned,  pursuant  to the  provisions  set  forth in the  within
Warrant,  hereby  agrees to subscribe  for and purchase  [__________]  shares of
Common Stock covered by such Warrant,  and herewith tenders  $[____________]  in
full  payment of the  purchase  price for such  shares as provided in the within
Warrant.



                              Name of Holder:

                              By:     __________________________________

                              Address __________________________________

                                      __________________________________









<PAGE>


                                                                    Exhibit 4.46

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933  AND MAY NOT BE SOLD,  ASSIGNED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT OF 1933 UNLESS
PAYOR HAS RECEIVED THE WRITTEN  OPINION OF COUNSEL  SATISFACTORY TO PAYOR TO THE
EFFECT THAT SUCH SALE,  ASSIGNMENT  OR TRANSFER  DOES NOT INVOLVE A  TRANSACTION
REQUIRING REGISTRATION OF SUCH SECURITY UNDER THE SECURITIES ACT OF 1933.


B-9                                                                      $50,000


                                  eNote.com Inc
                              185 Allen Brook Lane
                            Williston, Vermont 05495
                                December 20, 2000

                    8% Subordinated Secured Convertible Note
                                Due March 1, 2001

eNote.com Inc., a Delaware corporation, (the "Corporation"), for value received,
promises to pay FRIEDLANDER CAPITAL MANAGEMENT CORP. (the "Holder"),  the sum of
FIFTY THOUSAND DOLLARS $50,000 on March 1, 2001 (the "Maturity Date"),  together
with  interest  accrued  thereon  at the rate of eight  percent  (8%) per annum,
computed  from  December 20, 2000 (the "Issue  Date").  Payment of principal and
interest  shall be made in lawful  money of the United  States of America on the
Maturity Date unless this Note is earlier converted as provided for herein. This
Note, is part of a series of 8% Subordinated Secured Convertible Notes due March
1,  2001  being  issued  by the  Corporation  (each a "Note"  and  together  the
"Notes").

This Note is issued  pursuant to a Subscription  Agreement dated as of the Issue
Date (the  "Subscription  Agreement")  by and  between the  Corporation  and the
Holder. Payment of the Notes is secured by all tangible and intangible assets of
the Corporation  pursuant to a Security Agreement dated as of December 20, 2000,
as may be amended from time to time.

1.    Conversion.

            (a) The  holder  of this  Note  may at time  prior  to the  maturity
hereof,  convert the principal  amount hereof and interest  accrued thereon into
shares of the Corporation's Common Stock. The conversion ratio shall be $0.18 of
principal  converted  per share of Common  Stock  (the  "Conversion  Rate").  To
convert this Note,  the holder  hereof must  surrender the same at the office of
the  Corporation,  together  with a written  instrument  of  transfer  in a form
satisfactory  to the  Corporation,  properly  completed  and executed and with a
written  notice of conversion.  All rights of the holder of this Note shall,  to
the extent of the principal and interest thereof converted, cease as of the date
of such conversion.

            (b) In  case  the  Corporation  shall  at  any  time  subdivide  its
outstanding  shares  of  Common  Stock  into a greater  number  of  shares,  the
Conversion  Rate in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  i.e.,  the holder shall be entitled to purchase after
such  subdivision,  for the  same  consideration  as  applicable  prior  to such
subdivision,  the same  percentage of outstanding  Common Stock that such holder
was entitled to purchase prior to such subdivision,  and conversely, in case the
outstanding  shares of Common Stock of the Corporation  shall be combined into a
smaller number of shares,  the Conversion Price in effect  immediately  prior to
such combination  shall be  proportionately  increased.  In case the Corporation
shall  declare a dividend or make any other  distribution  upon any stock of the
Corporation  payable  in  Common  Stock,   options  or  convertible   securities
exercisable  or  convertible  into  shares of Common  Stock,  any Common  Stock,
options or convertible  securities,  as the case may be,  issuable in payment of
such  dividend  or  distribution  shall  be  deemed  to have  been  issued  in a
subdivision of outstanding shares as provided in the foregoing sentence.

            (c) The Corporation will at all times reserve and keep available out
of its authorized Common Stock or its treasury shares, solely for the purpose of
issuance upon conversion of the Note as herein  provided,  such number of shares
of Common  Stock as shall then be issuable  upon  conversion  of this Note.  The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all taxes,  liens and charges with respect to the issue  thereof,  and,  without
limiting the generality of the foregoing, the Corporation covenants that it will
from time to time take all such  action as may be  requisite  to assure that the
par value per share of the  Common  Stock is at all times  equal to or less than
the effective  Conversion Rate. The Corporation will take all such action as may
be  necessary  to assure that all such  shares of Common  Stock may be so issued
without violation of any applicable law or regulation, or of any requirements of
any national  securities exchange upon which the Common Stock of the Corporation
may be listed.  The  Corporation  will not take any action which  results in any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued and issuable after such action upon  conversion of this Note would exceed
the total number of shares of Common Stock then authorized by the  Corporation's
Certificate of Incorporation. The Corporation has not granted and will not grant
any right of first refusal with respect to shares  issuable  upon  conversion of
this Note, and there are no preemptive rights associated with such shares.

2.  Fractional  shares.  In lieu of  issuing  any  fraction  of a share upon the
conversion of this Note, the Corporation  shall pay to the holder hereof for any
fraction of a share otherwise  issuable upon the  conversion,  cash equal to the
same fraction of $0.18.

3.  Prepayment.  This Note may be prepaid without  penalty.  In the case of each
prepayment of less than all of the outstanding Notes, the principal amount to be
prepaid shall be allocated among the respective Notes and the holders thereof so
that the principal amount to be prepaid to each holder shall bear the same ratio
to the aggregate  principal amount then to be prepaid as the principal amount of
Notes then held by such holder bears to the aggregate  principal amount of Notes
then outstanding.  Five (5) business days prior to any prepayment  hereunder the
Corporation shall provide written notice to each Note holder indicating the date
and amount of such  prepayment.  The Note holder shall have the right to convert
the principal amount of any such prepayment prior to date of prepayment.

4.    Subordination.

            (a)  The  Corporation,  for  itself,  its  successors  and  assigns,
covenants  and agrees,  and each holder of this Note by his  acceptance  thereof
likewise covenants and agrees, that the payment of the principal of and interest
on each and all of this Note shall be subordinate and subject, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

            (b) Upon any  distribution  of  assets of the  Corporation  upon any
dissolution,  winding up,  liquidation,  or  reorganization  of the Corporation,
whether  in  bankruptcy,  insolvency,  or  receivership  proceedings  or upon an
assignment  for the benefit of creditors of any other  dissolution,  winding up,
liquidation, or reorganization of the Corporation:

                  (i) All Senior  Indebtedness  shall first be paid in full,  or
provision made for such payment in full of the principal  thereof,  and premium,
if any,  and  interest  thereon,  before  any  payment is made on account of the
principal of, or interest on, the Notes;

                  (ii) Any payment or  distribution of assets of the Corporation
of any kind or character,  whether in cash, property,  or securities (other than
stock of the  Corporation  as  reorganized  or  readjusted  or securities of the
Corporation or any other corporation provided for by a plan of reorganization or
readjustment  the  payment  of which  is  subordinate,  at  least to the  extent
provided in this Section with respect to the Notes, to the payment of all Senior
Indebtedness  at the time  outstanding  and to any securities  issued in respect
thereof under any such plan of  reorganization  or  readjustment),  to which the
holder of this Note would be entitled  except for the provisions of this Section
shall be paid by the  liquidating  trustee or agent or other person  making such
payment  of  distribution,   whether  a  trustee  in  bankruptcy,  receiver,  or
liquidating trustee or other trustee or agent, directly to the holders of Senior
Indebtedness  or their  representative  or  representatives  or the  trustee  or
trustees under any indenture under which any instruments  evidencing any of such
Senior  Indebtedness  may have been issued,  ratably  according to the aggregate
amounts  remaining  unpaid on account of the principal of, and premium,  if any,
and interest on, the Senior  Indebtedness  held or  represented  by each, to the
extent  necessary to make payment in full of all Senior  Indebtedness  remaining
unpaid,  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness; and

                  (iii) In the event that,  notwithstanding  the foregoing,  any
payment or  distribution  of assets of the Corporation of any kind or character,
whether in cash, property, or securities (other than stock of the Corporation as
reorganized  or  readjusted  or  securities  of the  Corporation  or  any  other
corporation provided for by a plan of reorganization or readjustment the payment
of which is  subordinate,  at least to the extent  provided in this Section with
respect  to the Note,  to the  payment of all  Senior  Indebtedness  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the holder of this Note
before  all  Senior  Indebtedness  is paid in full,  or  provision  made for its
payment,  such  payment  or  distribution  shall be paid over to the  holders of
Senior Indebtedness  remaining unpaid or unprovided for or their  representative
or representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
as provided in the foregoing subparagraph (2), for application to the payment of
such Senior Indebtedness until all such Senior Indebtedness shall have been paid
in full  after  giving  effect to any  concurrent  payment or  distribution,  or
provision therefor, to the holders of such Senior Indebtedness.

            (c) Subject to the payment in full of all Senior  Indebtedness,  the
holder of this Note shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to  receive  payments  or  distributions  of  cash,  property,  or
securities of the Corporation  applicable to the Senior  Indebtedness  until the
principal  of and  interest  on this  Note  shall be paid in  full,  and no such
payments  or  distributions  in  respect  of this  Note of  cash,  property,  or
securities  distributable to the Senior  Indebtedness  under the provisions here
shall,  as between  the  Corporation,  its  creditors  other than the holders of
Senior Indebtedness,  and the holder of this Notes, be deemed to be a payment by
the  Corporation  to or on  account  of this  Note.  It is  understood  that the
provisions  of this  Section  are and are  intended  solely  for the  purpose of
defining the relative  rights of the holder of this Note,  on the one hand,  and
the holders of the Senior  Indebtedness on the other hand.  Nothing contained in
this Section is intended to or shall  impair,  as between the  Corporation,  its
creditors other than the holders of Senior Indebtedness,  and the holder of this
Note, the absolute and  unconditional  obligation of the  Corporation to pay the
holder of this Note the  principal  of and interest on this Note as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative  rights of the holder of this Note and creditors
of the Corporation other than the holders of the Senior Indebtedness;  nor shall
anything  herein or therein  prevent the holder of this Note from exercising all
remedies  otherwise  permitted by  applicable  law upon default under this Note,
subject  to the  rights,  if any,  under this  Section of the  holders of Senior
Indebtedness  in respect of cash,  property  or  securities  of the  Corporation
received upon the exercise of any such remedy.

            (d) Upon any  distribution of assets of the Corporation  referred to
in this  Section,  the  holder of this  Note  shall be  entitled  to rely upon a
certificate  of the  liquidating  trustee  or agent or other  person  making any
distribution to such holder for the purpose of ascertaining the persons entitled
to participate in such distribution,  the holders of the Senior Indebtedness and
other  indebtedness of the  Corporation,  the amount thereof or payable thereon,
and all other facts pertinent thereto or to this Section.

            (e) If there  shall have  occurred  a default in the  payment of the
principal of (or premium, if any) or interest on any Senior Indebtedness,  then,
unless and until  such  default  shall have been cured or waived,  no payment of
principal  or interest  shall be made by the  Corporation  on this Note,  and no
holder of this Note shall be  entitled  to  receive  any such  payment.  Nothing
contained  in  this  Section  shall,   however  (1)  affect  the  obligation  of
Corporation to make or prevent the Corporation from making,  at any time, except
during  the  pendency  of  any   dissolution,   winding  up,   liquidation,   or
reorganization  proceedings  or except as provided in the first sentence of this
subsection,  payments of principal  of or interest on this Note,  or (2) prevent
the  application  by any  paying  agent of any moneys  deposited  with it by the
Corporation to the payment of or on account of the principal of, or interest on,
this  Note,  if,  at the time of such  deposit,  the  paying  agent did not have
written notice of any event prohibiting the making of such payment or deposit by
the  Corporation;  or (3) be construed as preventing the occurrence of any Event
of Default hereunder.

            (f)  No  right  of any  present  or  future  holder  of  any  Senior
Indebtedness  of the  Corporation to enforce  subordination  as herein  provided
shall at any time or in any way be  prejudiced or impaired by any act or failure
to act on the part of the  Corporation  or by any act or failure to act, in good
faith, by any such holder,  or by an  noncompliance  by the Corporation with the
terms,  provisions,  and  covenants of this Note,  regardless  of any  knowledge
thereof any such holder may have or be otherwise charged with.

            (g) Any  renewal or  extension  of the time of payment of any Senior
Indebtedness  or the  exercise by the holders of Senior  Indebtedness  of any of
their rights under the Senior  Indebtedness,  including  without  limitation the
waiver of default  thereunder  or the release of any security  therefor,  may be
made or done all without  notice to or assent  from the holder of this Note.  No
compromise,  alteration, amendment,  modification,  extension, renewal, or other
change of, or waiver,  consent,  or other action in respect of, any liability or
obligation under or respect of, or of any of the terms, covenants, or conditions
or any  indenture or other  instrument  under which any Senior  Indebtedness  is
outstanding or of such Senior Indebtedness,  and no release of property securing
any Senior  Indebtedness,  whether or not such release is in accordance with the
provisions of any applicable  document,  shall in any way alter or affect any of
the provisions of this Section.

            (h) "Senior  Indebtedness"  for purposes of this Section  shall mean
all indebtedness  (principal and interest) now existing or hereafter incurred of
the Corporation  for money borrowed from banks or other financial  institutions:
(i) which is secured by the  assets of the  Corporation;  and (ii) is not by its
express terms subordinate and junior to or on parity with this Note.

5.  Default.  If any of the following  events occur  ("Event of  Default"),  the
entire unpaid principal amount of, and accrued and unpaid interest on, this Note
shall immediately be due and payable, and the Corporation shall pay all costs of
collection  including,  but not  limited  to,  reasonable  attorneys'  fees  and
expenses  incurred by the owner(s) or its assigns on account of such collection,
whether or not suit is brought:

            (a)   The Corporation fails to pay the principal of this Note at its
maturity;

            (b) The  Corporation  commences any voluntary  proceeding  under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
receivership,  dissolution,  or liquidation law or statute, of any jurisdiction,
whether now or  subsequently  in effect;  or the  Corporation  is adjudicated as
bankrupt by a court of competent  jurisdiction;  or the Corporation petitions or
applies for,  acquiesces in, or consents to, the  appointment of any receiver or
trustee of the  Corporation or for all or  substantially  all of its property or
assets; or the Corporation makes an assignment for the benefit of its creditors;
or the  Corporation  admits in writing  its  inability  to pay its debts as they
mature; or

            (c)  There is  commenced  against  the  Corporation  any  proceeding
relating to the Corporation under any bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, receivership,  dissolution, or liquidation law
or statute, of any jurisdiction,  whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent to, approval of, or acquiescence in the proceeding; or
a  receiver  or  trustee  is  appointed  for  the  Corporation  or  for  all  or
substantially all of its property or assets, and the receivership or trusteeship
remains  undischarged  for a period  of 60 days;  or a  warrant  of  attachment,
execution  or similar  process is issued  against  any  substantial  part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.

6. Registered  owner.  The  Corporation  shall treat the person or persons whose
name or names appear on this Note as the absolute owner or owners hereof for the
purpose of receiving  payment of, or on account of, the  principal  and interest
due on this Note and for all other  purposes,  unless and until  written  notice
satisfactory  to  the  Corporation  is  provided  by  the  registered  owner  of
assignment hereof.

7. Assignment.  The Corporation may assign its rights hereunder to any person or
entity. No assignment of rights or obligations shall be effective until delivery
of written notice of such assignment is made by the assigning party to the other
party hereto.

8. Release of shareholders,  officers and directors. This Note is the obligation
of the  Corporation  only,  and no recourse  shall be had for the payment of any
principal or interest hereon against any shareholder, officer or director of the
Corporation,  either  directly  or  through  the  Corporation,  by virtue of any
statute  for the  enforcement  of any  assessment  or  otherwise.  The holder or
holders of this Note, by the acceptance hereof, and as part of the consideration
for this  Note,  release  all  claims  and waive  all  liabilities  against  the
foregoing persons in connection with this Note.

9.  Amendments.  With the consent of the holders of a majority of the  principal
amount of outstanding  Notes,  evidenced by a written instrument or instruments,
Payor  may amend  the  Notes by  executing  and  delivering  to the  holders  an
amendment thereto for the purpose of adding any provisions to or changing in any
manner or eliminating  any of the provisions of the Notes or of modifying in any
manner the rights of the  holders;  provided,  however,  that no such  amendment
shall,  without  the  consent of the holder of each  outstanding  Note  affected
thereby:
            (a) Change the stated  maturity  of the  principal  of any Note,  or
reduce the principal amount thereof or the interest thereon,  or the currency in
which any Note or the  interest  thereon  is  payable,  or  impair  the right to
institute  suit for the  enforcement  of any such payment on or after the stated
maturity thereof (or, in the case of prepayment, or after the prepayment date);

            (b) Reduce the  percentage  in principal  amount of the  outstanding
Notes,  the  consent of whose  holders is  required  for any  amendment,  or the
consent of whose  holders is  required  for any  waiver of  compliance  with the
provisions hereof; or

            (c) Modify any of the provisions of this Section, except to increase
any such  percentage or to provide that other  provisions of the Notes cannot be
modified or waived without the consent of the holder affected thereby.

Upon the  execution  and  delivery  of any  amendment  in  accordance  with this
Section, the Notes shall be modified in accordance  therewith,  and every holder
of  Notes  theretofore  or  thereafter  executed  and  delivered  shall be bound
thereby.

10.  Governing  Law.  The Notes and all terms  and  conditions  herein  shall be
governed  by and  construed  and in  accordance  with the  laws of the  State of
Vermont excluding the state's conflict of law provisions.

11. Exclusive  Jurisdiction.  With respect to actions and proceedings to enforce
the  provisions  of,  arising  from,  or relating to this Note,  the holder,  by
acceptance  of this Note,  consents  to  personal  jurisdiction  in the state or
federal  courts of the State of Vermont  and  irrevocably  agrees  that all such
actions and proceedings shall be litigated exclusively in such courts.  Further,
each of the parties  hereto waives any objection that it may have to the conduct
of any action or proceeding  in any such court based on improper  venue or forum
non conveniens.  Each of the parties hereto waives  personal  service of any and
all process upon it and agrees that valid service of process may be made by mail
or courier  service  directed  to it at the  address  set forth  herein and that
service  so made  shall be deemed to be  completed  upon the  earlier  of actual
receipt or ten (10) days after the same shall have been posted.

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<PAGE>



      IN WITNESS WHEREOF,  the Corporation has signed this Note this 20th day of
December 2000.

                                       eNote.com Inc.


                                  By:__________________
                                     Name:
                                     Title:

REGISTERED OWNER:

Friedlander Capital Management Corp.


By:___________________________
   Name:
   Title:



<PAGE>


                                                                    Exhibit 4.47

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR
ANY  APPLICABLE  STATE  SECURITIES  LAW, AND MAY NOT BE  TRANSFERRED  EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST
FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR
ANY APPLICABLE STATE SECURITIES LAW.

                 To Subscribe for and Purchase Common Stock of
                                eNote.com Inc.

                         VOID AFTER December 20, 2003

Warrant No. 9-A                                          As of December 20, 2000

      THIS CERTIFIES that, for value received,  FRIEDLANDER  CAPITAL MANGAGEMENT
CORP., or its registered assigns, is entitled, subject to the terms of Section 1
hereof,   to  subscribe  for  and  purchase  from  eNote.com  Inc.,  a  Delaware
corporation (hereinafter called the "Company"),  at the price of $0.18 per share
(such price, as from time to time to be adjusted as hereinafter provided,  being
hereinafter called the "Warrant Price"), at any time on or prior to December 20,
2003 up to 5,555,556 fully paid, nonassessable shares of Common Stock, par value
$.01 per share,  of the  Company  ("Common  Stock"),  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.

      Section 1.  Exercise of Warrant.  This  Warrant  may be  exercised  by the
holder hereof,  in whole or in part (but not as to a fractional  share of Common
Stock),  by the completion of the  subscription  form attached hereto and by the
surrender  of this Warrant  (properly  endorsed) at the office of the Company in
Williston,  Vermont  (or at such  other  agency or office of the  Company in the
United  States as it may  designate by notice in writing to the holder hereof at
the address of the holder hereof appearing on the books of the Company),  and by
payment to the Company of the Warrant Price, in cash or by certified or official
bank check, for each share being purchased.  In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the holder hereof, shall
be  delivered  to the holder  hereof  within a reasonable  time,  not  exceeding
fifteen (15) business days,  after the rights  represented by this Warrant shall
have been so exercised;  and,  unless this Warrant has expired or been exercised
in full,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the holder hereof within such time.
With respect to any such  exercise,  the holder hereof shall for all purposes be
deemed to have  become  the  holder of record of the  number of shares of Common
Stock evidenced by such certificate or certificates  from the date on which this
Warrant was surrendered  and payment of the Warrant Price was made  irrespective
of the date of delivery of such  certificate,  except that,  if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant. If any fractional interest in a share of Common Stock would, except for
the  provisions  of this Section 1, be  delivered  upon any such  exercise,  the
Company,  in lieu of delivering the fractional  share thereof,  shall pay to the
holder  hereof an  amount  in cash  equal to the  current  market  price of such
fractional interest as determined in good faith by the Board of Directors of the
Company.

      Section 2.  Adjustment of Number of Shares.

      (a)  Reclassification,  Consolidation  or  Merger.  In  the  event  of any
reclassification or change of outstanding  securities of the Common Stock, or in
the event of any  consolidation  or merger of the Company  with or into  another
corporation  or  entity,  other  than a  consolidation  or merger  with  another
corporation  or entity in which the Company is the  continuing  corporation  and
which  does  not  result  in  any  reclassification,  conversion  or  change  of
outstanding  Common Stock,  or in the event of any sale of all or  substantially
all of the assets of the Company,  the Company,  or such successor or purchasing
corporation  or  entity,  as the  case  may  be,  shall  execute  a new  warrant
certificate (the "New Warrant  Certificate"),  providing that the Holder of this
Warrant shall have the right to exercise such new warrants and procure upon such
exercise,  in lieu of each share of Common Stock  issuable  upon exercise of the
Warrants,  the kind and amount of shares of stock,  other securities,  money and
property   receivable   upon   such   reclassification,    conversion,   change,
consolidation or merger by a holder of one share of Common Stock.

      (b) Subdivisions,  Combinations and Stock Dividends.  If at any time while
this Warrant is outstanding and unexpired the Company shall subdivide or combine
its Common  Stock,  or shall pay a dividend with respect to Common Stock payable
in, or make any other  distribution  with respect to its Common Stock consisting
of,  shares of Common  Stock,  then the number of Warrant  Shares for which this
Warrant  is  exercisable  shall  be  adjusted,   from  and  after  the  date  of
determination of stockholders entitled to receive such dividend or distribution,
to that number  determined by multiplying the number of Warrant Shares for which
this Warrant is exercisable immediately prior to such date of determination by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common Stock  outstanding  immediately  after such dividend or distribution  and
(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock outstanding immediately prior to such dividend or distribution.

      (c) Notice of Adjustment.  Upon any adjustment of the Warrant Price,  then
and in each such case the Company shall give written  notice  thereof,  by first
class mail,  postage prepaid,  addressed to the Warrant holder at the address of
such holder as shown on the books of the  Company,  which notice shall state the
Warrant Price resulting from such adjustment, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

      (d) Stock to Be Reserved.  The Company will at all times  reserve and keep
available out of its authorized Common Stock or its treasury shares,  solely for
the purpose of issuance  upon the exercise of this  Warrant as herein  provided,
such  number  of  shares  of Common  Stock as shall  then be  issuable  upon the
exercise of this Warrant provided, however, that the Company has an insufficient
number of shares of authorized  Common Stock  available to reserve the requisite
number of shares  issuable  upon  exercise of this  warrant,  the  Company  will
reserve an amount equal to the remaining number of authorized shares,  allocated
pro-rata among Warrants 3-A and 4-A. In such case, the Company will use its best
efforts to seek shareholder approval to increase the Company's authorized Common
Stock and reserve the additional  shares necessary for issuance upon exercise of
this Warrant.

      (e)  Definition  of Common Stock.  As used herein the term "Common  Stock"
shall mean and include the 25,000,000 shares of Common Stock, par value $.01 per
share,  as authorized on the date of this and any additional  Common Stock,  par
value $.01 hereinafter authorized.

      Section 3.  Notices of Record Dates.  In the event of:

     (a) any  taking  by  the   Company  of  a  record  of the  holders  of  any
class of securities for the purpose of determining  the holders  thereof who are
entitled  to  receive  any  dividend  or other  distribution  (other  than  cash
dividends out of earned  surplus),  or any right to subscribe  for,  purchase or
otherwise  acquire any shares of stock of any class or any other  securities  or
property,  or to receive  any right to sell  shares of stock of any class or any
other right; or

      (b) any capital  reorganization of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other corporation or entity; or

      (c) any  voluntary or involuntary  dissolution, liquidation or  winding-up
of the Company,

then and in each such event the  Company  will give notice to the holder of this
Warrant specifying: (i) the date on which any such record is to be taken for the
purpose  of such  dividend,  distribution  or right and  stating  the amount and
character of such dividend,  distribution  or right;  and (ii) the date on which
any   such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock will be entitled to exchange  their shares of Common Stock for  securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such  notice  shall be given at least 10 days and not more  than 90
days prior to the date therein  specified,  and such notice shall state that the
action in question or the record date is subject to (x) the  effectiveness  of a
registration  statement  under the Securities  Act of 1933 and applicable  state
securities laws, or (y) a favorable vote of stockholders, if either is required.

      Section 4.  No Stockholder Rights or Liabilities.

      (a) Except as set forth in paragraph  4(b), this Warrant shall not entitle
the holder hereof to any voting  rights or other rights as a stockholder  of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or  privileges  of the holder  hereof shall give rise to any liability of
such holder for the Warrant  Price or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

      (b) At any time while this Warrant is outstanding, the Company shall,prior
to making  any  distribution  of its  property  or assets to the  holders of its
Common Stock as a dividend in  liquidation  or partial  liquidation or by way of
return of capital or any dividend  payable out of funds  legally  available  for
dividends  under the laws of the State of  Delaware,  give to the holder of this
Warrant, not less than 20 days prior written notice of any such distribution. If
such  holder  shall  exercise  this  Warrant  on or  prior  to the  date of such
distribution set forth in such notice, such holder shall be entitled to receive,
upon such exercise: (i) the number of shares of Common Stock receivable pursuant
to such exercise;  and (ii) without payment of any additional  consideration,  a
sum equal to the amount of such property or assets as would have been payable to
the  holder  hereof as an owner of the  shares  described  in clause (i) of this
paragraph 4(b) had the holder hereof been the holder of record of such shares on
the record date for such distribution; and an appropriate provision with respect
to such payment to such holder as described in this paragraph 4(b) shall be made
a part of any such distribution.

      Section 5. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost,  stolen,  mutilated or destroyed,  the Company may, on such terms as to
indemnity or  otherwise as it may in its  discretion  reasonably  impose  (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like  denomination  and tenor as the  Warrant so lost,  stolen,
mutilated  or  destroyed.  Any such new  Warrant  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or destroyed  Warrant  shall be at any time  enforceable  by
anyone.

      Section  6.  Notices.  Any notice to be given to either  party  under this
Warrant  Certificate  shall be in writing and shall be deemed to have been given
to the Company or the Holder hereof,  as the case may be, when delivered in hand
or when sent by first class mail, postage prepaid, addressed, if to the Company,
at its  principal  office  and, if to the Holder  hereof,  at its address as set
forth in the Company's  books and records or at such other address as the Holder
hereof may have provided to the Company in writing.

      Section 7.  Governing Law. This Warrant 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 8. Exclusive Jurisdiction. With respect to actions and proceedings
to enforce the  provisions  of, arising from, or relating to this Warrant or the
Warrant,  the  holder,  by  acceptance  of this  Warrant,  consents  to personal
jurisdiction  in the  state  or  federal  courts  of the  State of  Vermont  and
irrevocably  agrees that all such  actions and  proceedings  shall be  litigated
exclusively  in such  courts.  Further,  each of the parties  hereto  waives any
objection  that it may have to the  conduct of any action or  proceeding  in any
such court based on improper venue or forum non conveniens.  Each of the parties
hereto  waives  personal  service of any and all process upon it and agrees that
valid service of process may be made by mail or courier  service  directed to it
at the address set forth  herein and that  service so made shall be deemed to be
completed  upon the  earlier  of actual  receipt or ten (10) days after the same
shall have been posted.








                        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN  WITNESS  WHEREOF,  the duly  authorized  agent of  eNote.com  Inc.  has
executed this Warrant as of the 20th day of December, 2000.

                                          ENOTE.COM INC.


                                          By:_____________________________
                                             Name:
                                             Title:


[Corporate Seal]
Attest:


__________________________
Secretary


<PAGE>


                        SUBSCRIPTION FORM TO BE EXECUTED
                          UPON EXERCISE OF THE WARRANT


                                                      Date:
                                                           ----------------

To: eNote.com Inc.

      The  undersigned,  pursuant  to the  provisions  set  forth in the  within
Warrant,  hereby  agrees to subscribe  for and purchase  [__________]  shares of
Common Stock covered by such Warrant,  and herewith tenders  $[____________]  in
full  payment of the  purchase  price for such  shares as provided in the within
Warrant.



                              Name of Holder:

                              By:     ___________________________________

                              Address ___________________________________

                                      ___________________________________








<PAGE>


                                                                    Exhibit 4.48

                             As of December 20, 2000


Mr. Burton G. Friedlander
Friedlander Capital Management Corp.
104 Field Point Rd.
Greenwich, CT  06830

      Re:   eNote.com Inc. (the "Company")

Dear Burt:

      The purpose of this letter is to confirm the  agreement  of the Company to
extend the termination date of the Warrants listed below as indicated:

 Warrant No. 1-A dated August 17, 2000 termination date - August 17, 2003.
 Warrant No. 3-A dated September 11, 2000 termination date - September 11, 2003.
 Warrant No. 4-A dated October 12, 2000 termination date - October 12, 2003.
 Warrant No. 5-A dated October 26, 2000 termination date - October 26, 2003.
 Warrant No. 6-A dated November 9, 2000 termination date - November 9, 2003.
 Warrant No. 7-A dated November 22, 2000 termination date - November 22, 2003.

                                    Very truly yours,


                                    ENOTE.COM INC.

                                    By:_______________________


Acknowledged and Agreed
FRIEDLANDER CAPITAL MANAGEMENT CORP.

By:_____________________________________





<PAGE>


                                                                   Exhibit 10.22



                               September 26, 2000


Mr. John R. Varsames
10 Fairholt
Burlington, VT 05401

      Re:   Separation Agreement

Dear Mr. Varsames:

      This Letter  Agreement  dated as of  September  26, 2000 is by and between
John R. Varsames  ("Varsames")  and eNote.com Inc., a Delaware  corporation (the
"Company").  This Letter  sets forth the  agreements  of the  parties  hereto in
connection  with  separation  of Varsames as a  director,  officer and  majority
shareholder of the Company as more fully set forth herein.

1.            Varsames shall immediately  transfer all right, title and interest
              in 6,700,000  shares of Company  Common Stock,  par value $.01 per
              share,  to the Company and shall execute a stock power,  in blank,
              in a form  acceptable  to the  Company and its  transfer  agent to
              fully complete such transfer.

2.            For a period of time not to exceed one year from the date  hereof,
              the Company  shall pay all  insurance  premiums  related to health
              insurance  covering  Varsames and his family and  continued by the
              Company in compliance with the Consolidated Omnibus Reconciliation
              Act of 1985 (COBRA).

3.            Varsames  for good and  valuable  consideration,  the  receipt and
              sufficiency  of which is hereby  acknowledged,  by  these presents
              does for himself, his assigns, heirs,executors and administrators,
              hereby remise,  release and forever discharge the Company, and its
              successors and  assigns of and from all, and all  manner of action
              and  actions, cause  and  causes  of  action,  suits, debts, dues,
              sums of money, accounts,  reckonings, bonds,  bills,  specialties,
              covenants,   contracts,   controversies,    agreements,  promises,
              variances, trespasses,  damages,  judgments,  extent,  executions,
              claims and  demands whatsoever, in  law or in equity,  he has ever
              had,  now  has,  or  which    his  assigns,  heirs,   executors or
              administrators  hereafter,  can,  shall or  may have for, upon, or
              by  reason  of any  matter,  cause  or  thing  whatsoever from the
              beginning  of  Company's  existence  to  the  day  of the  date of
              these presents, except as may arise under the terms and conditions
              of this Letter  Agreement.  Any  claim  by  Varsames  pursuant  to
              any  other  agreement   between  Varsames and  the  Company,   its
              subsidiaries or its affiliates  related to  the acquisition of the
              assets of, or the  equity  interests  in, WebATM, Inc., a Delaware
              corporation, or  SolutioNet Ltd, a   Delaware corporation shall be
              independent of this release.

4.            The Company for good and  valuable  consideration, the receipt and
              sufficiency of which is hereby acknowledged,by these presents does
              for itself, its assigns, and  successors,  hereby  remise, release
              and forever discharge Varsames, and  his assigns, heirs, executors
              and administrators, of and  from all, and all manner of action and
              actions, cause  and  causes of action, suits, debts, dues, sums of
              money, accounts, reckonings, bonds, bills, specialties, covenants,
               contracts,   controversies,   agreements,  promises,   variances,
              trespasses,  damages,  judgments,  extent,  executions, claims and
              demands whatsoever, in law or in equity, it has ever had, now has,
              or which its  assigns or successors  hereafter, can, shall  or may
              have  for,  upon, or   by   reason of  any  matter, cause or thing
              whatsoever from the beginning of Company's existence to the day of
              the date of these presents, if such  matters have  previously been
              disclosed by Varsames to the Company,except as may arise under the
              terms and conditions of  this Letter  Agreement . Any claim by the
              Company pursuant  to any other agreement  between Varsames and the
              Company,  its  subsidiaries  or  its  affiliates  related  to  the
              acquisition of the assets of, or the equity interests in,  WebATM,
              Inc.,  a  Delaware  corporation,  or SolutioNet  Ltd,  a  Delaware
              corporation, shall be independent of this release.

5.            Varsames  hereby  resigns as a member of the Board of Directors of
              the Company, effective immediately, and the Company hereby accepts
              such resignation.

6.            The  parties  hereto   acknowledge  and  agree  that  this  is  an
              irrevocable  binding agreement  enforceable in accordance with its
              terms  and  that  performance  hereunder  is  not  subject  to  or
              otherwise  conditioned upon the performance or  enforceability  of
              any other agreement, express or implied.

7.            This  Agreement  shall be governed by, and construed in accordance
              with,  the laws of the State of Vermont.  The parties hereto agree
              that any suit for the enforcement of this Agreement may be brought
              in the courts of the State of Vermont or any federal court sitting
              therein and each party consents to the exclusive  jurisdiction  of
              such courts. The parties hereby waive any objection that either of
              them may now or  hereafter  have to the  venue of any such suit or
              any such court or that such suit was  brought  in an  inconvenient
              court.


<PAGE>


      Please  acknowledge  your  agreement  with the  foregoing by signing where
indicated below.

                                          ENOTE.COM INC.


                                    By:_______________________________
                                       Name:
                                       Title:

                                       _______________________________
                                       John R. Varsames