THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
FINANCIAL SERVICES PROVIDER NETWORK, INC.
CONVERTIBLE PROMISSORY NOTE
December ___, 1999 $1,000,000.00
FOR VALUE RECEIVED, Financial Services Provider Network, Inc., a California corporation (the
"Company"), hereby promises to pay to the order of Pacific Softworks, Inc. (the "Holder") the aggregate
principal amount of One Million Dollars ($1,000,000.00) (the "Principal Amount"), together with interest on the
unpaid balance thereof from December ___, 1999 until the Repayment Date at the rate of ten percent (10%) per
annum calculated based on a year of 365 days, for the actual number of days elapsed (the "Interest"). Unless
earlier converted into shares of capital stock of the Company with the same designation as Company capital
stock issued in the Company's next equity based round of venture financing (the "Subsequent Equity") as
described in Section 1 below, such principal and interest shall be due and payable twelve (12) months from the
date first set forth above (the "Repayment Date"), at such place as the Holder shall indicate to the Company in
writing, and, except as set forth below, shall be payable in immediately available funds in lawful money of the
United States of America. If any payment of principal or interest on this Note shall become due on a Saturday,
Sunday or public holiday, such payment shall be made on the next succeeding business day.
1. Automatic Conversion Upon Financing. The Company and the Holder agree that the Principal Amount and the
portion of the Interest as shall equal the interest accrued on the Principal Amount at the rate of six percent (6%)
per annum calculated based on a year of 365 days, for the actual number of days elapsed, (the "Debt") shall
automatically convert into Subsequent Equity