ENTERNET INC
SB-2, EX-10.2, 2000-07-28
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Exhibit 10(ii)
$35,000 (U.S.)                                              Dated: June 16, 2000

                                 PROMISSORY NOTE

FOR VALUE RECEIVED, ENTERNET, 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.


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5.   Attorneys'  Fees &  Construction.  If any legal  action or other  preceding
     (nonexclusively 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

ENTERNET, INC.



By: /s/  Ruairidh Campbell
---------------------------
Name: Ruairidh Campbell
Title: President

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