AGREEMENT AND AMENDMENT TO SENIOR SUBORDINATED PROMISSORY NOTE
Reference is made to the Amended and Restated Senior Subordinated Promissory Note (the "Note") originally
issued by IC Global Services, Inc., now known as INT'L.com, Inc.("INTL"), to Bernard Gateau ("Gateau") on
April 9, 1999, for the original principal amount of $3,250,000. INTL is a wholly-owned subsidiary of Lionbridge
Technologies, Inc. ("Lionbridge"). The remaining principal amount due under the Note is $2,250,000.
For good and valuable consideration, the sufficiency of which is hereby acknowledged, INTL, Gateau, and
Lionbridge agree to the following amendment of the terms of the Note:
1. The interest rate and payment of interest under Section 1 of the Note is amended as follows:
"Effective as of July 1, 2002, (a) interest shall accrue at the rate of ten percent (10%) per annum on the unpaid
principal amount of this Note outstanding from time to time from and including July 1, 2002 until April 1, 2003,
and (b) accrued interest shall be paid quarterly, with the first payment due October 1, 2002 and the remaining
interest payments due on January 2, 2003 and April 1, 2003. Unless prohibited under applicable law, any
accrued interest which is not paid on the date on which it is payable shall bear interest at the same rate at which
interest in then accruing on the principal amount of this Note."
2. The scheduled payment date under Section 2(a) of the Note is amended as follows:
"In lieu of payment of the principal amount of the Note on the Maturity Date, the parties agree that the remaining
principal balance of $2,250,000 due under the terms of the Note as of July 1, 2002, shall be paid by INTL to the
holder of the Note as follows:
$250,000 on October 1, 2002 $1,000,000 on January 2, 2003 $1,000,000 on April 1, 2003"
3. The parties agree that upon the closing of any Change of Control (as such term is defined herein) of Lionbridge
Technologies, Inc. ("Lionbridge"), all principal and accrued interest due under