THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES
REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT.
$20,000,000 New York, New York
June 30, 2001
FOR VALUE RECEIVED, the undersigned, INTERWORLD CORPORATION, a Delaware corporation
("Maker"), subject to the provisions contained herein, promises to pay to the order of J NET ENTERPRISES,
INC., a Nevada corporation ("Payee"), at New York, New York, or at such other place as Payee may from
time to time designate by written notice to Maker, in lawful money of the United States of America, the principal
sum of up to Twenty Million Dollars ($20,000,000), together with interest thereon in the manner and at the rate
Maker further agrees as follows:
Section 1. Payments and Draw Downs.
(a) Subject to the terms hereof, so long as no Event of Default exists, it is contemplated that Maker will draw
down the proceeds of this Note on an "as-needed" basis, commencing on the date hereof and ending on June 30,
2002. Upon the event of each draw down, the parties agree to update the attached Schedule I to reflect the
amounts drawn down as of such date.
(b) Subject to the other provisions hereof, the principal amount of this Note that has been drawn down (the
"Drawn Down Amount") by Maker, and any interest that has accrued thereon, shall be payable (the "Draw
Down Payment") on or before the "Payment Date," which, in each case, shall be the sixtieth (60) day following
the date on which the Maker drew down such amount; provided, however, that this Note, and interest accrued
hereon, shall be payable in full no later than June 30, 2002; provided, further, however, that Maker sha