September 18, 2000
FOR VALUE RECEIVED, the undersigned, S. SCOTT TURNER, an individual (the "Borrower"), hereby
promises to pay to the order of VSOURCE, INC., a Nevada corporation (the "Lender"), or its assigns
(individually and collectively, the "Holder," at the office of the Lender located at 5740 Ralston Street, Suite 110,
Ventura, California 93003 the principal sum of One Hundred Twenty Four Thousand UNITED STATES
DOLLARS (US$124,000.00) (or so much thereof as shall remain outstanding) on September 17, 2003 (the
"Maturity Date"), unless due earlier pursuant to the terms hereof. Subject to modification, this Note shall bear
interest from the date hereof on the unpaid principal amount hereof from time to time outstanding at a rate of eight
percent (8%) per annum (such rate, as increased as provided in this Note, the "Interest Rate"). "Business Day"
shall mean any day, except a Saturday, Sunday or other day or which commercial banks in the State of Nevada
are authorized or required by law to close.
Interest shall be computed on this Note on the basis of a 360-day year consisting of twelve 30-day months and
on the actual number of days elapsed in any period including the date hereof. Any principal or interest payment
due on this Note which is not paid when due, whether at stated maturity, by notice of acceleration or otherwise,
shall bear interest (calculated in the manner set forth above) at a rate equal to the then-current Interest Rate plus
an additional five percent (5%) per annum.
The outstanding principal balance of this Note together with accrued and unpaid interest hereunder shall be due
and payable on the Maturity Date; provided, however, if the Borrower voluntarily terminates his employment with
the Lender or the Lender terminates the Borrower for cause, the outstanding principal balance of this Note
together with accrued and unpaid interest hereunder shall be due and payable not later than 90 days after such
termination of employment; provided fu