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                                                                     Exhibit 2.1

                                                               December 13, 2000

                                 PROMISSORY NOTE

Amount Due:  $ 1,000,000 USD.
Promissor:   JAWZ Inc.
Promissee:   Thomson Kernaghan & Co., Ltd.

         JAWZ Inc., (the "Promissor") a business incorporated in the State of
Delaware, United States, for value received, hereby promises to pay on demand,
to or to the order of Thomson Kernaghan & Co., Ltd. (the "Promissee"), the sum
of ONE MILLION DOLLARS ($ 1,000,000) from the date hereof, in lawful money of
the United States of America.

         The Promissor shall have the right at any time to prepay all or any
part of the principal sum or so much thereof as remains from time to time unpaid
hereunder without notice and without payment of any penalty.

         The Promissor hereby waives demand and presentment for payment, notice
of non-payment, protest and notice of protest of this promissory note.

         IN WITNESS WHEREOF the Promissor has executed this promissory note as
of the 13th day of December, 2000.

                                         JAWZ INC.

                                         /s/ "Riaz Mamdani"
                                         -------------------------------------
                                         Riaz Mamdani, Chief Financial Officer