<PAGE>
EXHIBIT 10.15
Secured Full Recourse Promissory Note
-------------------------------------
Redwood Shores, California
$1,573,535,26 February 29, 2000
1. Obligation. In exchange for the issuance to the undersigned ("Purchaser")
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of 1,922,932 shares (the "Shares") of the Common Stock of Extricity, Inc., a
------
California corporation (the "Company"), receipt of which is hereby acknowledged,
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Purchaser hereby promises to pay to the order of the Company on or before March
1, 2005, at the Company's principal place of business at 555 Twin Dolphin Drive,
Suite 600, Redwood Shores, California 94065, or at such other place as the
Company may direct, the principal sum of One Million Five Hundred Seventy-three
Thousand Five Hundred Thirty-five Dollars and Twenty-six Cents ($1,573,535.26)
together with interest compounded semi-annually on the unpaid principal at the
rate of Five and Sixty-One Hundredths percent (5.61%), which rate is not less
than the minimum rate established pursuant to Section 1274(d) of the Internal
Revenue Code of 1986, as amended, on the earliest date on which there was a
binding contract in writing for the purchase of the Shares; provided, however,
-------- -------
that the rate at which interest will accrue on unpaid principal under this Note
will not exceed the highest rate permitted by applicable law.
2. Security. Payment of this Note is secured by a security interest in the
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Shares granted to the Company by Purchaser under a Stock Pledge Agreement dated
of even date herewith between the Company and Purchaser (the "Pledge
------
Agreement"). This Note is being tendered by Purchaser to the Company as the
---------
Exercise Price of the Shares pursuant to that certain Stock Option Exercise
Agreement between Purchaser and the Company dated of even date with this Note
(the "Purchase Agreement").
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3. Default; Acceleration of Obligation. Purchaser will be deemed to be in
-----------------------------------
default under this Note and the principal sum of this Note, together with all
interest accrued thereon, will immediately become due and payable in full: (a)
upon Purchaser's failure to make any payment when due under this Note; (b) in
the event Purchaser is Terminated (as defined in the Company's 1996 Stock Option
Plan) for any reason; (c) upon any transfer of any of the Shares; (d) upon the
filing by or against Purchaser of any voluntary or involuntary petition in
bankruptcy or any petition for relief under the federal bankruptcy code or any
other state or federal law for the relief of debtors; or (e) upon the execution
by Purchaser of an assignment for the benefit of creditors or the appointment of
a receiver, custodian, trustee or similar party to take possession of
Purchaser's assets or property.
4. Remedies On Default. Upon any default of Purchaser under this Note, the
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Company will have, in addition to its rights and remedies under this Note and
the Pledge Agreement, full recourse against any real, personal, tangible or
intangible assets of Purchaser, and may pursue any legal or equitable remedies
that are available to it.
5. Prepayment. Prepayment of principal and/or interest due under this Note
----------
may be made at any time without penalty. Unless otherwise agreed in writing by
the Company, all payments will be made in lawful tender of the United States and
will be applied first to the payment of accrued interest, and the remaining
balance of such payment, if any, will then be applied to the payment of
principal. If Purchaser prepays all or a portion of the principal amount of
this Note, the Shares paid for by the portion of principal so paid will continue
to be held in pledge under the Pledge Agreement to serve as independent
collateral for the outstanding portion of this Note for the purpose of
commencing the holding period under Rule 144(d) of the Securities and Exchange
Commission with respect to other Shares purchased with this Note unless
Purchaser notifies the Company in writing otherwise and the Company consents to
release of the Shares from the Pledge Agreement.
6. Governing Law; Waiver. The validity, construction and performance of this
---------------------
Note will be governed by the internal laws of the State of California, excluding
that body of law pertaining to conflicts of law. Purchaser hereby waives
presentment, notice of non-payment, notice of dishonor, protest, demand and
diligence.
7. Attorneys' Fees. If suit is brought for collection of this Note, Purchaser
---------------
agrees to pay all reasonable expenses, including attorneys' fees, incurred by
the holder in connection therewith whether or not such suit is prosecuted to
judgment.
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8. Rule 144 Holding Period. PURCHASER UNDERSTANDS THAT THE HOLDING PERIOD
-----------------------
SPECIFIED UNDER RULE 144(d) OF THE SECURITIES AND EXCHANGE COMMISSION WILL NOT
BEGIN TO RUN WITH RESPECT TO SHARES PURCHASED WITH THIS NOTE UNTIL EITHER (A)
THE EXERCISE PRICE OF SUCH SHARES IS PAID IN FULL IN CASH OR BY OTHER PROPERTY
ACCEPTED BY THE COMPANY, OR (B) THIS NOTE IS SECURED BY COLLATERAL, OTHER THAN
THE SHARES THAT HAVE NOT BEEN FULLY PAID FOR, HAVING A FAIR MARKET VALUE AT
LEAST EQUAL TO THE AMOUNT OF PURCHASER'S THEN OUTSTANDING OBLIGATION UNDER THIS
NOTE (INCLUDING ACCRUED INTEREST).
IN WITNESS WHEREOF, Purchaser has executed this Note as of the date and
year first above written.
Barry M. Ariko /s/ Barry M. Ariko
____________________________________ ________________________________
Purchaser's Name [type or print] Purchaser's Signature
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Secured Full Recourse Promissory Note
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Redwood Shores, California
$4,327,753.28 May 8, 2000
1. Obligation. In exchange for the issuance to the undersigned ("Purchaser")
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of 789,736 shares (the "Shares") of the Common Stock of Extricity, Inc., a
------
California corporation (the "Company"), receipt of which is hereby acknowledged,
-------
Purchaser hereby promises to pay to the order of the Company on or before May 8,
2005, at the Company's principal place of business at 555 Twin Dolphin Drive,
Suite 600, Redwood Shores, California 94065, or at such other place as the
Company may direct, the principal sum of Four Million Three Hundred Twenty-seven
Thousand Seven Hundred Fifty-three Dollars and Twenty-eight Cents
($4,327,753.28) together with interest compounded semi-annually on the unpaid
principal at the rate of Five and Sixty-One Hundredths percent (5.61%), which
rate is not less than the minimum rate established pursuant to Section 1274(d)
of the Internal Revenue Code of 1986, as amended, on the earliest date on which
there was a binding contract in writing for the purchase of the Shares;
provided, however, that the rate at which interest will accrue on unpaid
-------- -------
principal under this Note will not exceed the highest rate permitted by
applicable law.
2. Security. Payment of this Note is secured by a security interest in the
--------
Shares granted to the Company by Purchaser under a Stock Pledge Agreement dated
of even date herewith between the Company and Purchaser (the "Pledge
------
Agreement"). This Note is being tendered by Purchaser to the Company as the
---------
Exercise Price of the Shares pursuant to that certain Stock Option Exercise
Agreement between Purchaser and the Company dated of even date with this Note
(the "Purchase Agreement").
------------------
3. Default; Acceleration of Obligation. Purchaser will be deemed to be in
-----------------------------------
default under this Note and the principal sum of this Note, together with all
interest accrued thereon, will immediately become due and payable in full: (a)
upon Purchaser's failure to make any payment when due under this Note; (b) in
the event Purchaser is Terminated (as defined in the Company's 1996 Stock Option
Plan) for any reason; (c) upon any transfer of any of the Shares; (d) upon the
filing by or against Purchaser of any voluntary or involuntary petition in
bankruptcy or any petition for relief under the federal bankruptcy code or any
other state or federal law for the relief of debtors; or (e) upon the execution
by Purchaser of an assignment for the benefit of creditors or the appointment of
a receiver, custodian, trustee or similar party to take possession of
Purchaser's assets or property.
4. Remedies On Default. Upon any default of Purchaser under this Note, the
-------------------
Company will have, in addition to its rights and remedies under this Note and
the Pledge Agreement, full recourse against any real, personal, tangible or
intangible assets of Purchaser, and may pursue any legal or equitable remedies
that are available to it.
5. Prepayment. Prepayment of principal and/or interest due under this Note
----------
may be made at any time without penalty. Unless otherwise agreed in writing by
the Company, all payments will be made in lawful tender of the United States and
will be applied first to the payment of accrued interest, and the remaining
balance of such payment, if any, will then be applied to the payment of
principal. If Purchaser prepays all or a portion of the principal amount of
this Note, the Shares paid for by the portion of principal so paid will continue
to be held in pledge under the Pledge Agreement to serve as independent
collateral for the outstanding portion of this Note for the purpose of
commencing the holding period under Rule 144(d) of the Securities and Exchange
Commission with respect to other Shares purchased with this Note unless
Purchaser notifies the Company in writing otherwise and the Company consents to
release of the Shares from the Pledge Agreement.
6. Governing Law; Waiver. The validity, construction and performance of this
---------------------
Note will be governed by the internal laws of the State of California, excluding
that body of law pertaining to conflicts of law. Purchaser hereby waives
presentment, notice of non-payment, notice of dishonor, protest, demand and
diligence.
7. Attorneys' Fees. If suit is brought for collection of this Note, Purchaser
---------------
agrees to pay all reasonable expenses, including attorneys' fees, incurred by
the holder in connection therewith whether or not such suit is prosecuted to
judgment.
-1-
<PAGE>
8. Rule 144 Holding Period. PURCHASER UNDERSTANDS THAT THE HOLDING PERIOD
-----------------------
SPECIFIED UNDER RULE 144(d) OF THE SECURITIES AND EXCHANGE COMMISSION WILL NOT
BEGIN TO RUN WITH RESPECT TO SHARES PURCHASED WITH THIS NOTE UNTIL EITHER (A)
THE EXERCISE PRICE OF SUCH SHARES IS PAID IN FULL IN CASH OR BY OTHER PROPERTY
ACCEPTED BY THE COMPANY, OR (B) THIS NOTE IS SECURED BY COLLATERAL, OTHER THAN
THE SHARES THAT HAVE NOT BEEN FULLY PAID FOR, HAVING A FAIR MARKET VALUE AT
LEAST EQUAL TO THE AMOUNT OF PURCHASER'S THEN OUTSTANDING OBLIGATION UNDER THIS
NOTE (INCLUDING ACCRUED INTEREST).
IN WITNESS WHEREOF, Purchaser has executed this Note as of the date and
year first above written.
Barry M. Ariko /s/ Barry M. Ariko
___________________________________ ________________________________
Purchaser's Name [type or print] Purchaser's Signature
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