RATEXCHANGE CORP
10-K405/A, EX-10.13, 2000-11-14
BUSINESS SERVICES, NEC
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                                                                   Exhibit 10.13

                             Secured Promissory Note

$360,000

         The   Undersigned,   Promises  to  pay  to  the  order  of   NetAmerica
International  Corporation,  at such place as the holder hereof may designate in
writing, the sum of $360,000 Thousand Dollars ($360,000),  with interest thereon
at the rate of six and one half percent (6.5%) a.p.r, principal and interest due
one year from the date of this  notice.  Thjis note  represents  the purchase of
525,000 shares of NetAmerica International Corporation.

         Prepayment of this note with interest to date of payment may be made at
any time without penalty.

         This note is  secured  by 100,000  shares of  WorldPort  Communications
Corporation ("the Collateral").

         If default  is made in the  payment  when due any part or  installment,
then the whole sum,  together with  interest  shall become  immediately  due and
payable at the option of the payee, without notice. Additionally, the Holder may
immediately foreclose on the collateral and take possession.

         In the event of  commencement of arbitration or suit to enforce payment
of this note, the  undersigned  agrees to pay costs incurred and such additional
sum as the attorney's fees as the court may adjudge reasonable.

                           By: /s/ Ted Swindells
                               -----------------

                           Name:  Ted Swindells

                           Date:  March 30, 1999




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