PROMISSORY NOTE
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US$400,000.00
October 11, 2000
FOR VALUE RECEIVED, the undersigned, ROBERT C. MCSHIRLEY, an
individual (the "Borrower"), hereby promises to pay to the order of VSOURCE,
INC., a Nevada corporation (the "Lender"), or its assigns (individually and
collectively, the "Holder," at the office of the Lender located at 5740 Ralston
Street, Suite 110, Ventura, California 93003 the principal sum of Four Hundred
Thousand UNITED STATES DOLLARS (US$400,000.00) (or so much thereof as shall
remain outstanding) on January 9, 2001 (the "Maturity Date"), unless due earlier
pursuant to the terms hereof. Subject to modification, this Note shall bear
interest from the date hereof on the unpaid principal amount hereof from time to
time outstanding at a rate of eight percent (8%) per annum (such rate, as
increased as provided in this Note, the "Interest Rate"). "Business Day" shall
mean any day, except a Saturday, Sunday or other day or which commercial banks
in the State of Nevada are authorized or required by law to close.
Interest shall be computed on this Note on the basis of a 360-day year
consisting of twelve 30-day months and on the actual number of days elapsed in
any period including the date hereof. Any principal or interest payment due on
this Note which is not paid when due, whether at stated maturity, by notice of
acceleration or otherwise, shall bear interest (calculated in the manner set
forth above) at a rate equal to the then-current Interest Rate plus an
additional five percent (5%) per annum.
The outstanding principal balance of this Note together with accrued
and unpaid interest hereunder shall be due and payable on the Maturity Date.
This Note is secured by, and entitled to the benefits provided in,
that certain Pledge and Security Agreement by and between the Borrower and the
Lender dated as of October 11, 2000.
The Borrower may, from time to time, prepay this Note, in whole or in
part. Any such optional prepayment of principal shall be without premium or
penalty. Each prepayment of principal shall be accompanied by all interest then
accrued and unpaid on the principal so prepaid. Any principal prepaid shall be
in addition to, and not in lieu of, all payments otherwise required to be paid
under this Note at the time of such prepayment.
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Payments of principal, premium (if any) and interest are to be made in
lawful money of the United States of America.
The Borrower and all other parties whatsoever liable for payment of
any amounts due or to become due under the terms of this Note, hereby waive
presentment for payment, protest and demand, any notice of protest or demand,
and any other indulgences or forbearances of any kind whatsoever.
Subject to compliance with applicable federal and state securities
laws, the Holder may sell, assign and otherwise transfer all or portions of, and
participations in, the Holder's interest in this Note from time to time. The
Borrower hereby agrees to execute and deliver to the Holder such documents,
interests and agreements as Holder deems necessary or desirable to effect such
transfer. Upon surrender of this Note for registration of transfer or
assignment, duly endorsed, or accompanied by a written instrument of transfer or
assignment duly executed by the registered Holder hereof or such Holder's
attorney duly authorized in writing, one or more new Notes for a like principal
amount will be issued to, and, at the option of the Holder, registered in the
name of, the transferee(s) or assignee(s). The Borrower shall treat the person
who holds this Note as the owner hereof for all purposes whatsoever.
The Borrower may not assign its rights or obligations hereunder
without the prior written consent of Holder. Holder may assign all or any
portion of this Note without the prior consent of the Borrower in compliance
with applicable federal and state securities laws. Holder may sell or agree to
sell to one or more other persons a participation in all or any part of any of
this Note without the prior consent of the Borrower. Upon surrender of this
Note, the Borrower shall execute and deliver one or more substitute notes in
such denominations and of a like aggregate unpaid principal amount issued to
Holder and/or to Holder's designated transferee or transferees.
This Note is governed by and shall be construed in accordance with the
laws of the State of Nevada.
/s/ Robert C. McShirley
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ROBERT C. MCSHIRLEY, an individual
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