THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE PROVISIONS
OF ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE SECURITIES ACT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
STRATEGINET, INC.
NON-TRANSFERABLE 8% NOTE
For value received, StrategiNet, Inc., a Delaware
corporation (the "Company"), with its principal office at 14466
Laurel Trail, Wellington, Florida, promises to pay to the order
of INFe.Com, Inc. (the "Payee"), according to the schedule set
forth in the immediately succeeding paragraph, the principal
amount of Fifty Thousand dollars ($50,000) (the "Principal
Amount") together with interest from the date hereof on the
unpaid balance from time to time outstanding at the rate of eight
percent (8%) per annum (together with the Principal Amount, the
"Loan Payment Amount"). The Company acknowledges that Payee has
only agreed to make this loan to the Company pursuant to the
terms of this Note.
The Company and Payee acknowledge that the Company is in the
process of raising funds through a private placement. In
accordance with such private placement, and as an inducement for
Payee to make this loan, the Company shall pay Payee fifty
percent (50%) of all funds raised through the private placement
until such time as the Loan Payment Amount is paid in full.
The Company and Payee also acknowledge that a material part
of the inducement for Payee making the loan is the Company's
agreement of the following, to which the Company hereby agrees:
1) The Company will also pay Payee, immediately
following payment in full of the Loan Payment
Amount, fifty percent (50%) of the funds raised
through the private placement up to payment of an
additional twelve thousand three hundred ninety
dollars and thirteen cents ($12,390.13), in
repayment of such amount previously advanced to the
Company by Payee (inclusive of transfer fee).
2) The Company will pay Payee fifty thousand dollars
($50,000), as partial payment towards the one
hundred fifty thousand dollars ($150,000) owed by
the Company to Payee pursuant to that certain
engagement letter entered into between the parties
on May 2, 2000 as follows: (a) twenty-five thousand
dollars ($25,000) paid out of the first five hundred
thousand dollars ($500,000) received by the Company
under its private placement and (b) twenty-five
thousand dollars ($25,000) paid out of the second
five hundred thousand dollars ($500,000) received by
the Company under its private placement.
3) The Company will pay Payee the amounts due hereunder
within 48 hours of receipt of the funds.
4) The Company will sell to Payee 50,000 shares of its
common stock for $0.01 per share pursuant to the
Company's current 504 private placement offering.
50,000 x 1.5 = 75,000
<PAGE> Exhibit 10.3 - Pg. 2
5) The Company will deliver to the Payee stock
certificates representing the additional shares due
to Payee as a result of the Company's recently
completed stock split.
6) The Company will deliver to Payee stock certificates
representing all other shares due to Payee as a
result of Payee's recent investment into the Company
and as a result of Payee's anti-dilution rights.
This Note shall be binding upon the Company and upon its
legal representatives, successors and representatives, and shall
inure to the benefit of the Payee and its legal representatives,
heirs, successors, endorsees and assigns.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD
TO ITS PRINCIPLES OF CONFLICTS OF LAWS AND SHALL TAKE EFFECT AS A
SEALED INSTRUMENT.
IN WITNESS WHEREOF, the Company has executed this Note as of
this 14TH day of August, 2000.
WITNESS STRATEGINET, INC.
By:___/s/_______________ By:____/s/______________
President
