<PAGE>
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

                   NOMADIC COLLABORATION INTERNATIONAL, INC.
                          CONVERTIBLE PROMISSORY NOTE
                                                                November 6, 2002
                                                                   Vancouver, BC
U.S. $46,100.00

     1.         Principal and Interest.

     1.1        NOMADIC COLLABORATION INTERNATIONAL, INC., a Nevada corporation
(the "Company"), for value received, hereby promises to pay to the order of
PanAmerican Capital Group, Inc. (the "Investor" or the "Holder") the sum of
Forty Six Thousand One Hundred and No/100ths U.S. Dollars ($46,100.00) at the
time and in the manner hereinafter provided.

     1.2        This Convertible Promissory Note (the "Note") shall bear
interest at the rate of 8% per annum simple interest from the date of issuance
of this Note until paid in full.  Interest only payments shall be due on the
fifteen day of each month after the date set forth above, with all principal
plus all remaining accrued but unpaid interest due and payable upon the one
year anniversary of the execution of this Note by the Company, unless there is
an Event of Default as described in Section 2 below, in which case such payment
shall be accelerated. Notwithstanding the foregoing, this Note may he prepaid by
the Company without penalty at any time.  Any prepayment will be credited first
against accrued interest then principal.

     1.3        Upon payment in full of the principal hereof and accrued
interest hereunder, this Note shall be surrendered to the Company for
cancellation.

     1.4        The principal of and interest on this Note shall be payable at
the principal office of the Holder and shall be forwarded to the address of the
Holder hereof as such Holder shall from time to time designate.

     2.         Event of Default.  The occurrence of any one or more of the
following events (regardless of the reason therefor), shall constitute an "Event
of Default" hereunder:

     (a)        The Company shall fail to make any payment of principal of, or
interest on, or any other amount owing in respect of, the Note when due and
payable or declared due and payable, and such failure shall have remained
unremedied for  a period of five (5) business days.

     (b)        A case or proceeding shall have been commenced against the
Company in a court having competent jurisdiction (i) seeking a decree or order
in respect of the Company under Chapter 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable federal, state or
foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver,
liquidator, assignee, trustee or sequestrator (or similar official) of the
Company or of any substantial part of its properties, or (iii) ordering the
winding-up or liquidation of the affairs of the Company, and any such case or
proceeding shall remain undismissed or unstayed for sixty (60) consecutive days
or such court shall enter a decree or order granting the relief sought in such
case or proceeding.
<PAGE>

     (c)        The Company shall (i) file a petition seeking relief under
Chapter 11 of the United States Code, as now constituted or hereafter amended,
or any other applicable federal, state or foreign bankruptcy or other similar
law, (ii) consent to the institution of proceedings thereunder or to the filing
of any such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
official) of the Company or of any substantial part of its properties, or (iii)
fail generally to pay its debts as such debts become due.

     (d)        Final judgment or judgments (after the expiration of all times
to appeal therefrom) for the payment of money in excess of $100,000 in the
aggregate shall be rendered against the Company and the same shall not (i) be
fully covered by insurance or bonded over, or (ii) within thirty (30) days after
the entry thereof, have been discharged or execution thereof stayed pending
appeal, or have been discharged within five (5) days after the expiration of any
such stay.

     3.        Subordination.

     3.1        "Senior Indebtedness" means the principal of and premium, if
any, and interest on indebtedness of the Company for money borrowed from
commercial banks, equipment lessors or other financial institutions regularly
engaged in the business of lending money under a secured or unsecured line of
credit, term
loan or equipment lease, provided that such transaction was approved by the
Board of Directors of the Company.

     3.2        The Company and the Holder agree, expressly for the benefit of
the present and future holders of Senior Indebtedness, that, except as otherwise
provided herein, and notwithstanding the occurrence of an Event of Default
hereunder, upon (a) an event of default under any Senior Indebtedness, or (b)
any dissolution, winding up or liquidation of the Company, whether or not in
bankruptcy, insolvency or receivership proceedings, the Company shall not pay,
and the Holder shall not be entitled to receive, any amount in respect of the
principal and interest of this Note unless and until the Senior Indebtedness
shall have been paid or otherwise discharged.  Upon (i) an event of default
under any Senior Indebtedness, or (ii) any dissolution, winding up or
liquidation of the Company, any payment or distribution of assets of the Company
which the Holder would be entitled to receive but for the provisions hereof,
shall he paid by the liquidating trustee or agent or other person making such
payment or distribution directly to the holders of Senior Indebtedness ratably
according to the aggregate amounts remaining unpaid on Senior Indebtedness after
giving effect to any concurrent payment or distribution to the holders of Senior
Indebtedness,

     3.3        In the instance of an event of default and only if the event of
default has been declared in writing with respect to any Senior Indebtedness,
permitting the holder thereof to accelerate the maturity thereof, then, unless
and until such event of default shall have been cured or waived or shall have
ceased to exist, or all Senior Indebtedness shall have been paid in full, no
payment shall be made in respect of the principal of or interest on this Note,
unless within ninety (90) days after the happening of such event of default,
the maturity of such Senior indebtedness shall not have been accelerated.

     3.4        This Section 3 is not intended to impair, as between the
Company, its creditors (other than the holders of Senior Indebtedness) and the
Holder, the unconditional and absolute obligation of the Company to pay the
principal of and interest on the Note or affect the relative rights of the
Holder and the other creditors of the Company, other than the holders of Senior
Indebtedness. Nothing in this Note shall prevent the Holder from exercising all
remedies otherwise permitted by applicable law upon an Event of Default
hereunder, subject to the rights, if any, of the holders of Senior Indebtedness
in respect to cash, property or securities of the Company received upon the
exercise of any such remedy.
<PAGE>
     4.      Attorney's Fees.  If the indebtedness represented by this Note or
any part thereof is collected in bankruptcy, receivership or other judicial
proceedings  or if this Note is placed in the hands of attorneys for collection
after default, the Company agrees to pay, in addition to the principal and
interest  payable hereunder, reasonable attorneys' fees and costs incurred by
the Investor.

     5.      Prepayment.  The Company may at any time prepay in whole or in part
, the principal sum, plus accrued interest to date of payment, of this Note upon
ten(10) days prior written notice to the holder.  The Holder may convert all or
part of the principal or accrued interest on the Note during said ten (10) day
period in accordance with Section 6 hereof, and any such principal or interest
converted shall he attributed, first, to the amount of interest to be prepaid,
second, to the amount of principal to be prepaid, and third, to principal which
is not subject to the prepayment notice.

     6.      Conversion.

     6.1     Voluntary Conversion.  The Holder shall have the right, exercisable
in whole  or in part, to convert the outstanding principal and accrued interest
hereunder  into a number of fully paid and nonassessable whole shares of the
Company's  $0.00001 par value common stock ("Common Stock") determined in
accordance with  Section 6.2 below.

     6.2     Shares issuable.  The number of whole shares of Common Stock into
which this  Note may be voluntarily converted ("Conversion Shares") shall be
determined by  dividing the aggregate principal amount borrowed hereunder
together with all  accrued interest to the date of conversion by the Note
Conversion Price  (as hereinafter defined).  The "Note Conversion Price" shall
mean the lessor  of either (i) the $.04 per share; or (ii) the lowest closing
bid price of the  Company's Common Stock on the Over The Counter Bulletin Board
(the "OTCBB) or  such other exchange or market upon which it may trade if no
longer trading on  the OTCBB during the twenty (20) trading days immediately
preceding the  holder's conversion of this Note.

     6.3     Notice and Conversion Procedures.  After receipt of demand for
repayment the Company agrees to give the Holder notice at least five (5)
business days prior to the time that the Company repays this Note.  If the
Holder elects to convert this Note, the Holder shall provide the Company with a
written notice of conversion setting forth the amount to be converted.  The
notice must be delivered to the Company together with this Note.  Within twenty
(20) business days of receipt of such notice, the Company shall deliver to
the Holder certificate(s) for the Common Stock issuable upon such conversion
and, if the entire principal amount hereunder was not so converted, a new note
representing such balance.  The shares of Common Stock issuable upon such
conversion shall be deemed issued and outstanding upon receipt of the notice of
conversion.

     6.4     Anti-Dilution Provisions.

     (a)     Adjustment of Note Conversion Price.  In the event the Company
shall in any manner, subsequent to the issuance of this Note, approve a
reclassification involving a reverse stock split and subdivision of the
Company's issued and outstanding shares of Common Stock, the Note Conversion
Price shall forthwith be adjusted by proportionately increasing the Note
Conversion Price on the date that such subdivision shall become effective.

     (b)     Common Stock Defined.  Whenever reference is made in this Note to
the shares of Common Stock, the term "Common Stock" shall mean the Common Stock
of the Company authorized as of the date hereof, and any other class of stock
ranking  on a parity with such Common Stock.  Shares issuable upon conversion
hereof shall include only shares of Common Stock of the Company.
<PAGE>
     6.5        No Fractional Shares.  No fractional shares of Common Stock
shall be  issued  upon conversion of this Note.  In lieu of the Company issuing
any  fractional  shares to the Holder upon the conversion of this Note, the
Company  shall pay to  the Holder the amount of outstanding principal and
interest  hereunder that is  not so converted.

     7.         Presentations.  Warranties and Covenants of the Company.  The
Company  represents, warrants and covenants with the Holder as follows:

     (a)        Authorization; Enforceability.  All corporate action on the part
of the  Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Note and the performance of all
obligations of the Company hereunder has been taken, and this Note constitutes
a valid and legally binding obligation of the Company, enforceable in
accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors' rights generally, and (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or
other equitable remedies.

     (b)        Governmental Consents.  No consent, approval, qualification,
order or  authorization of, or filing with, any local, state or federal
governmental  authority is required on the part of the Company in connection
with the  Company's valid execution, delivery or performance of this Note
except any  notices required to be filed with the Securities and Exchange
Commission under  Regulation D of the Securities Act of 1933, as amended
(the "1933 Act"), or  such filings as may be required under applicable state
securities laws, which  will be timely filed within the applicable periods
therefor. Any shares  representing the conversion of this note, if the note is
held by any non-U.S.  persons or entities will be issued and delivered in
accordance with Regulation  S of the 1933 Act.  The Company agrees to file all
notices required by the  Securities and Exchange Commission under Regulation S
of the 1933 Act.

     (c)        No Violation.  The execution, delivery and performance by the
Company  of  this Note and the consummation of the transactions contemplated
hereby will  not result in a violation of its Certificate of Incorporation or
Bylaws, in any  material respect of any provision of any mortgage, agreement,
instrument or  contract to which it is a party or by which it is bound or,
to the best of its  knowledge, of any federal or state judgment, order, writ,
decree, statute, rule  or regulation applicable to the Company or be in
material conflict with or  constitute, with or without the passage of time or
giving of notice, either a  material default under any such provision or an
event that results in the  creation of any material lien, charge or encumbrance
upon any assets of the  Company or the suspension, revocation, impairment,
forfeiture or nonrenewal of  any material permit, license, authorization or
approval applicable to the  Company, its business or operations, or any of its
assets or properties.

     8.         Representations and Covenants of the Holder.  The Company has
entered into  this Note in reliance upon the following representations and
covenants of  the Holder:

                       (a)   Investment Purpose.  This Note and the Common Stock
issuable upon  conversion of the Note are acquired for investment and not with
a view to the  sale or distribution of any part thereof, and the Holder has no
present  intention of selling or engaging in any public distribution of' the
same except  pursuant to a registration or exemption.

                       (b)   Private Issue.  The Holder understands (i) that
this Note and the  Common Stock issuable upon conversion of this Note are not
registered under the  1933 Act or qualified under applicable state securities
laws, and (ii) that the  Company is relying on an exemption from registration
predicated on the  representations set forth in this Section 8.
<PAGE>
     (c)        Financial Risk.  The Holder has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its
investment.

     (d)        Risk of No Registration.  The Holder understands that if the
Company  does not register with the Securities and Exchange Commission pursuant
to  Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), or file
reports pursuant to Section 15(d) of the 1934 Act, or if a registration
statement covering the securities under the 1933 Act is not in effect when it
desires to sell the Common Stock issuable upon conversion of the Note, it may
be required to hold such securities for an indefinite period.  The Holder also
understands that any sale of the Note or the Common Stock which might be made
by it in reliance upon Rule 144 under the 1933 Act may be made only in
accordance with the terms and conditions of that Rule.  Except as discussed in
Section (e) below.

     (e)        Demand Registration Right.  Holder has the right to demand at
any time  after the conversion of this note, that the Company file a
registration  statement with the Securities and Exchange Commission to register
all of the  Shares issued to the Holder as a result of the conversion of this
note.  The  Company agrees to file the registration statement with the
Securities and  Exchange Commission no later than 90 days after the written
demand notice is received by the Company.

     9.         Assignment.  Subject to the restrictions on transfer described
in  Section 12 below, the rights and obligations of the Company and the Holder
shall be binding upon and benefit the successors, assigns, heirs, administrators
and transferees of the parties.


     10.        Waiver and Amendment.  Any provision of this Note may be
amended,  waived or modified upon the written consent of the Company and the
Holder.

     11.        No Other Notes.  The parties hereto agree that this Note shall
supercede any and all Notes previously issued by the Company to the Holder.

     12.        Transfer of This Note or Securities Issuable on Conversion
Hereof.   With respect to any offer, sale or other disposition of this Note or
securities  into which this Note may be converted, the Holder will give written
notice to  the Company prior thereto, describing briefly the manner thereof.
Unless the  Company reasonably determines that such transfer would violate
applicable  securities laws, or that such transfer would adversely affect the
Company's ability to account for future transactions to which it is a party as
a pooling  of interests, and notifies the Holder thereof within five (5)
business days  after receiving notice of the transfer, the Holder may effect
such transfer.  The Note thus transferred and each certificate representing the
securities thus  transferred shall bear a legend as to the applicable
restrictions on  transferability in order to ensure compliance with the 1933
Act, unless in the  opinion of counsel for the Company such legend is not
required in order to  ensure compliance with the 1933 Act.  The Company may
issue stop transfer  instructions to its transfer agent in connection with such
restrictions.

     13.        Notices.  Any notice, other communication or payment required or
permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or three (3) business days after deposit
if deposited in the United States mail for mailing by certified mail, postage
prepaid, and addressed as follows:
<PAGE>
     If to Investor:      PANAMERICA CAPITAL GROUP, INC.
                          P.O. Box 832-2522
                          World Trade Center, 12th Floor
                          Panama
                          Republic of Panama
                          Phone:      (507) 213-8874; Facsimile: (507) 213-8875

     If to Company:       NOMADIC COLLABORATION INTERNATIONAL, INC.
                          Suite 880 - 609 Granville Street
                          Vancouver, BC, Canada
                          V7Y 1G5
                          Phone:      (604) 685-5535 Facsimile: (604) 685-6940

Each of the above addressees may change its address for purposes of this Section
by giving to the other addressee notice of such new address in conformance with
this Section.

     14.        Governing Law.  This Note is being delivered in and shall be
construed in accordance with the laws of the Stale of Florida, without regard
to the conflicts of laws provisions thereof.

     15.        Heading; References.  All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.
Except as otherwise indicated, all references herein to Sections refer to
Sections hereof.

     16.        Waiver by the Company.  The Company hereby waives demand,
notice, presentment, protest and notice of dishonor.

     17.        Delays.  No delay by the Holder in exercising any power or right
hereunder shall operate as a waiver of any power or right.

     18.        Severability.  If one or more provisions of this Note are held
to be unenforceable under applicable law, such provision shall he excluded from
this Note and the balance of the Note shall be interpreted as if such provision
was so excluded and shall he enforceable in accordance with its terms.

     19.        No Impairment.  The Company will not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Note and in the
taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holders of this Note against impairment.

<PAGE>
     IN WITNESS WHEREOF, NOMADIC COLLABORATION INTERNATIONAL, INC. has caused
 this Note to be executed in its corporate name and this Note to be dated,
 issued and delivered, all on the date first above written.



                                      NOMADIC COLLABORATION INTERNATIONAL, INC.


                                      /s/ Raymond Polman
                                      ---------------------------------------
                                       Raymond Polman, President

                                       INVESTOR


                                   By__________________________________________

                                 Title_________________________________________