<PAGE>
                                                                    EXHIBIT 10.2


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

                                                              September 18, 2002
$502,250.00                                                        Vancouver, BC

         1.  Principal and Interest.

         1.1 NOMADIC COLLABORATION INTERNATIONAL, INC., a Nevada corporation
(the "Company"), for value received, and for cancellation of a previously issued
interest bearing note of $490,000.00, with accrued interest of $12,250.00,
issued by Omnitrix Technologies Inc. a wholly owned subsidiary of the Company,
hereby promises to pay to the order of PanAmerican Capital Group, Inc. (the
"Investor" or the "Holder") the sum of Five Hundred Two Thousand Two Hundred
Fifty Dollars ($502,250.00) at the time and in the manner hereinafter provided.

         1.2 This Convertible Promissory Note (the "Note") shall bear interest
at the rate of 10% per annum simple interest from the date of issuance of this
Note until paid in full. No payment of principal or interest under this Note
shall be due until the earlier of (i) that date upon which the shareholders of
the Company shall have approved the reverse stock split and such reverse stock
split shall been effected by the Company, or (ii) December 31, 2002 (the earlier
of said dates to be referred to herein as the "Demand Date") unless there is an
Event of Default as described in Section 2 below, in which case such payment
shall be accelerated. Commencing on the Demand Date, all principal and accrued
interest hereunder shall be payable by the Company upon demand made by the
Investor. Notwithstanding the foregoing, this Note may be 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 Company 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 Title 11 of the United
<PAGE>
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.

         (c) The Company shall (i) file a petition seeking relief under Title 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 $1,000,000 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 be 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.

                                      -2-
<PAGE>
         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.

         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 be 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 $0.04 (the "Note
Conversion Price").

         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

                                      -3-
<PAGE>
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.

         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. Representations, 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 Securities
Act of 1933 as amended, (the "1933 Act"). The Company agrees to file all notices
required by the Securities and Exchange Commission under Regulation S of the
Securities Act of 1933, as amended (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.

                                      -4-
<PAGE>
         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.

         (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

                                      -5-
<PAGE>
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:

         If to Investor:        INVESTOR

                                _______________________________

                                _______________________________

                                _______________________________

         If to Company:         NOMADIC COLLABORATION INTERNATIONAL, INC.
                                Suite 600 - 2107 N. First Street
                                San Jose, CA 95131
                                USA 95131
                                Phone: (604) 430-0332 Facsimile: (604) 430-1843

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 State of Nevada, 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 be excluded from this
Note and the balance of the Note shall be interpreted as if such provision was
so excluded and shall be enforceable in accordance with its terms.

                                      -6-
<PAGE>
         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.

         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.

                                       By  /S/ Raymond Polman
                                         ---------------------------------------
                                         Raymond Polman, President

                                       INVESTOR

                                       By_______________________________________

                                       Title____________________________________