PROMISSORY NOTE
Vancouver, British Columbia
May 2, 2000
$US25,000.00
FOR VALUE RECEIVED, the undersigned promises to pay to the order of Charles
Cheung the principal sum of Twenty Five Thousand Dollars ($US25,000.00) in legal
tender. Payment shall be made upon the successful completion of an initial
public offering of the common stock of b2b.com Inc. and sale of all registered
shares pursuant to such offering.
1. Default. If any payment is not paid when due, or if Obligors
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breach any other agreement with the holder of this note, Obligors will be in
default. Upon default, the holder may declare the unpaid principal balance and
all accrued interest and unpaid late charges, if any, immediately due and
payable, without notice, and Obligors will then pay that amount.
The holder may employ attorneys or other agents to collect amounts due
under this note if Obligors are in default or to otherwise enforce the terms of
this note and any agreement securing this note, and Obligors agree to pay all
fees, costs and expenses incurred by the holder as a consequence of default by
Obligors. Such fees, costs and expenses include attorneys' fees whether or not
litigation is commenced and including any appeal, fees or expenses incurred in
any bankruptcy, receivership, or other insolvency proceedings, any anticipated
post-judgment collection charges, and all other costs of collection, including
court costs. The holder may delay enforcing any of its rights under this note
without forfeiting such rights.
2. Waiver. The Obligors hereby severally waive presentment, demand
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for payment, protest, notice of nonpayment or dishonor, and any relief, waiver
or discharge arising from any extension of time for payment granted before, at
or after maturity, or for any other causes.
3. Obligors. "Obligors" as used in this note means all makers,
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signers and co-signers, guarantors, sureties, and endorsers.
/s/
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b2b.com Inc.
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