INVESTNET INC
SB-2/A, EX-10.2, 2000-10-18
GOLD AND SILVER ORES
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Exhibit 10(ii)
$30,000 (U.S.)                                              Dated: June 16, 2000
                                 PROMISSORY NOTE

FOR VALUE RECEIVED,  INVESTNET,  INC., a Nevada,  ("Maker"),  promises to pay to
Wolf Fiedler ("Holder"),  or order, a total of thirty thousand dollars ($30,000)
in consideration of equivalent funds loaned to Maker.

     1.   Payments.   The  principal  on  the  obligation  represented  by  this
          promissory note (this "Note"),  will be paid in full on or before June
          15, 2001 (the "Maturity Date").

     2.   Time and Place of Payments.  The payment of principal shall be made in
          lawful money of the United States of America to the above-named Holder
          or to order.

     3.   Prepayment.  Advance  payment  may be made on the  principal , without
          penalty or forfeiture.

     4.   Default.  Upon the occurrence or during the  continuance of any one or
          more of the  events  hereinafter  enumerated,  Holder or the holder of
          this  Note  may  forthwith  or  at  any  time  thereafter  during  the
          continuance  of any such  event,  by notice in  writing  to the Maker,
          declare  the  unpaid  balance  of  the  principal  on the  Note  to be
          immediately due and payable, and the principal will become and will be
          immediately  due and payable  upon  failure of Maker to cure within 30
          business days of notice to Maker by Holder or the holder such default.

          (a)  Default  in the  payment  of the  principal  of this  Note or any
               portion thereof when the same becomes due and payable, whether at
               maturity as herein expressed, by acceleration, or otherwise.

          (b)  Maker files a voluntary  petition  in  bankruptcy  or a voluntary
               petition seeking reorganization, or files an answer admitting the
               jurisdiction  of the court  and any  material  allegations  of an
               involuntary  petition  filed  pursuant  to any  act  of  Congress
               relating to bankruptcy or to any act  purporting to be amendatory
               thereof, or is adjudicated  bankrupt,  or makes an assignment for
               the  benefit  of  creditors,  or  applies  for or  consent to the
               appointment  of any  receiver or trustee for Maker,  or of all or
               any  substantial  portion of its  property,  or Maker  effects an
               assignment to an agent  authorized  to liquidate any  substantial
               part of its assets; or

          (c)  An order is entered  pursuant to any act of Congress  relating to
               bankruptcy  or to any  act  purporting  to be  amendment  thereof
               approving an involuntary  petition seeking  reorganization of the
               Maker,  or an  order  of any  court  is  entered  appointing  any
               receiver or trustee of or for Maker,  or any  receiver of trustee
               of all or any substantial  portion of the property of Maker, or a
               writ or warrant of attachment or any similar process is issued by
               any court against all or any substantial  portion of the property
               of  Maker,   and  such  order   approving   a  petition   seeking
               reorganization or appointing a receiver or trustee is not vacated
               or  stayed,  or such  writ,  warrant  of  attachment,  or similar
               process is not released or bonded  within 60 days after its entry
               or levy.

                                       74

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     5.   Attorneys' Fees & Construction. If any legal action or other preceding
          (non-exclusively including arbitration) is brought for the enforcement
          of or to declare  any right or  obligation  under  this Note,  or as a
          result of a breach,  default or  misrepresentation  in connection with
          any of the provisions of this Note. If it becomes necessary for either
          party hereto to enforce any portion of this Note through litigation or
          arbitration,  then the  prevailing  party shall be entitled to recover
          reasonable attorney's fees, and costs. In the event of litigation,  it
          is agreed that the interpretation of this Note shall be subject to the
          interpretation  of the laws of the State of Nevada,  and further,  the
          Maker and the Holder  irrevocably  agrees to the  jurisdiction  of the
          Nevada State Courts.

     6.   Non-Assignability.  This Note  cannot  be  assigned,  transferred,  or
          hypothecated  by Holder or the holder without prior written consent of
          Maker

INVESTNET, INC.
By: /s/  Ruairidh Campbell
    ------------------------
Name: Ruairidh Campbell
Title: President

                                       75

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