Exhibit 10.15

 

SECURED PROMISSORY NOTE

San Carlos, California

$250,000	    February 12,2002

For value received, I, Sal Jamil, promise to pay Corio, Inc.,a Delaware corporation (the "Company"), the principal sum of TwoHundred Fifty Thousand Dollars ($250,000), together with interest on the unpaidprincipal balance from the date hereof at the rate of four and sixty-three onehundredths percent (4.63%) per year, compounded annually.  The proceeds of thisPromissory Note are to be used by the undersigned to purchase a residence.

The principal and accrued interest hereunder shall be due and payable onFebruary 8, 2007; provided that payment of principal and accrued interesthereunder shall accelerate in the circumstances described in the paragraphimmediately below.  The undersigned may at any time prepay all or any portion ofthe principal and interest owing hereunder.  Payment of principal and interestshall be made in lawful money of the United States of America.

In the event the undersigned's employment with the Company terminates for anyreason, the full amount of principal and accrued interest shall accelerate andimmediately become due and payable; provided that, if the Companyterminates the undersigned involuntarily without Cause (as defined below), theundersigned shall have one hundred twenty (120) days from the date of suchtermination to repay in full the principal and interest due hereunder (whichinterest shall continue to accrue during such period while the amounts remainsunpaid).  The Company shall have "Cause" to terminate the undersignedif (a) the undersigned fails to perform to the Company's satisfaction hisduties in his position as a senior executive of the Company, (b) theundersigned engages in misconduct that is injurious to the Company or(c) the undersigned commits a felony.

This Promissory Note is hereby secured by a pledge of the shares of CommonStock that the undersigned owns pursuant to the Restricted Stock PurchaseAgreements entered into as of May 30, 2001 and October 1, 2001 (the"Restricted Stock Purchase Agreements"); provided that the 150,000shares (the "150,000 Shares") subject to the May 30,2001 RestrictedStock Purchase Agreement that are to be released from the Company's repurchaseoption effective May 15, 2002 (provided the undersigned does not cease tobe an employee of the Company) shall not be a security interest for thisPromissory Note.  With respect to the 250,000 shares subject to the RestrictedStock Purchase Agreements (the "250,000 Shares") other than the150,000 Shares, those shares shall be a security interest to secure thisPromissory Note until the principal and accrued interest are paid in full and,notwithstanding anything to the contrary in the Restricted Stock PurchaseAgreements, those shares are subject to the Company's repurchase option untilthe undersigned pays the principal and accrued interest in full.  Forclarification, the 250,000 Shares shall be a security interest to secure allamounts due under this Promissory Note until the undersigned pays the principaland accrued interest in full (the "Security Interest Period").  In theevent the undersigned's employment with the Company terminates for any reasonwhatsoever during the Security Interest Period and the undersigned has not paidin full the principal and accrued interest on the Promissory Note, the Companymay either exercise its repurchase option with respect to the shares stillsubject to the Security Interest Period or elect to have the undersigned sellthose shares and pay the Company the principal and accrued interest with theproceeds from the sale.  In the event that during the Security Interest Periodany stock dividend, reclassification, readjustment or other changes are declaredor made in the capital structure of the Company, all new, substituted andadditional shares or other securities issued by reason of any such change, inrelation to shares subject to the Security Interest Period, shall be deliveredto the Company and held under the terms of this Promissory Note in the samemanner as the shares originally pledged hereunder.  The undersigned agrees thatshares subject to the Security Interest Period may be held by the Company or oneof its agents, in the Company's discretion, until the Security Interest Periodterminates with respect to those shares.  For clarity, any and all taxes relatedto the 150,000 Shares or the 250,000 Shares shall be borne by the undersignedand shall be the responsibility of the undersigned.

In the event of default hereunder by the undersigned, the Company shall havefull recourse against the undersigned.  If any action is instituted for thecollection of amounts due under this Promissory Note, the reasonable costs ofthe Company, including attorneys' fees and expenses among any other reasonablecosts, shall be paid by the undersigned.  Any such action shall be held in acourt or arbitration tribunal, at the Company's discretion, in San Jose or SanFrancisco, California., and the undersigned consents to all jurisdictionalrequirements to enable any such action to be held in such location and at suchtribunal.

This Promissory Note is governed by the laws of the State of California,without regard to the conflicts of law provisions thereof.  The undersignedagrees to keep confidential the terms of this Promissory Note.

/s/ Sal Jamil	2/19/02