Date: March 24, 2000

Amount: $250,000



                               TUTORNET.COM, INC.

                            (A Delaware Corporation)



                             SECURED PROMISSORY NOTE



                        EMERGENCY INTERIM FUNDING SERIES

                                 ---------------



THE ISSUE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE

SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD

IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR

THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM

THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY

SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR

TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.



                                 ---------------



         Tutornet.com, Inc., a corporation duly organized and existing under the

laws of the State of Delaware, (hereinafter referred to as"Maker"), for value

received, hereby promises to pay to GJM Trading Partners Ltd., a Colorado

limited partnership, (the "Lender") the principal sum of two hundred fifty

thousand dollars ($250,000.00), as loaned to the Maker as set forth in the

Bridge Loan Agreement by and between the Maker and Business Development

Corporation dated March 24, 2000, and incorporated herein (the "Bridge Loan

Agreement"), in such lawful money of the United States of America as at the time

of payment shall be legal tender for the payment of public and private debts, on

the terms and at the time hereinafter provided.



         This Note is also subject to the following terms and provisions:



         1. Payment of Principal and Interest. The outstanding principal amount

of this Note, together with all interest then accrued, shall be due and payable

on the occurrence of the earliest of the following events (the "Due Date"):



                  a.       Upon the completion of the Private Placement set

                           forth in Paragraph 3 of the Bridge Loan Agreement.



                  b.       Upon the sale of any other equity securities, or

                           other securities convertible



                                       -1-



{PAGE}



                           into equity securities, by the Maker.



                  c.       March 23, 2002.



Interest on the outstanding principal shall accrue at the rate of eight percent

(8%) per annum from the date hereof. Interest shall be payable quarterly

commencing July 1, 2000, and the first day of each subsequent calendar quarter

thereafter. Interest on any overdue payments of principal and interest due

hereunder shall accrue and be payable at the rate of twelve percent (12%) per

annum, based on the actual number of days elapsed from the date such principal

or interest payment was due to the date of actual payment. Payment of the

principal and interest shall be made at the offices of the Lender as set forth

in Paragraph 13, below.



         2. Security Interest. This Note is secured by a certain Security

Agreement of even date hereof (the "Security Agreement"), whereby Maker has

pledged Maker's assets as described in Exhibit "A" attached hereto and

incorporated herein as security for repayment of this Note. Reference is made to

the Security Agreement for a description of the nature and extent of the

security and the rights of Holder in respect to such security.



         3. Prepayment. Prepayment of this Note with interest to the date of

prepayment may be made at any time without penalty.



         4. Satisfaction and Discharge of Note. This Note shall cease to be of

further effect when:



                  a. The Maker has paid or caused to be paid all sums payable

hereunder by the Maker, including all outstanding principal amounts and interest

accrued under the Note; and



                  b. All the conditions precedent herein provided for relating

to the satisfaction and discharge of this Note have been complied with.

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