PROMISSORY NOTE

                               September 28, 2000

Redwood City, California                                             $250,000.00



                  The  following  sets  forth  the  purpose  of this  Note,  the
obligations  of the maker of this  Note,  the rights of the Holder of this Note,
and the conditions to which this Note is subject, to which the Holder hereof, by
the acceptance of this Note, agrees:

                  Whereas,  the Company has  advanced  Samir Arora the amount of
$250,000  against  repayment  from the proceeds that he obtains from the sale of
any of his shares of common stock of the Company.

                  Therefore,  Arora, for value received,  promises to pay to the
Company or any person or entity to whom this Note has been endorsed for payment,
or order  (collectively  the  "Holder"),  the principal sum of Two Hundred Fifty
Thousand Dollars ($250,000) (the "Principal Sum"), and interest on the principal
sum from time to time  remaining  unpaid hereon from the date of this Note until
paid in full; at the rate of 6.45% per annum,  which is the  Applicable  Federal
Rate as determined  under Section 1274(d) of the Internal  Revenue Code of 1986,
as amended,  for debt  instruments  of this kind said  principal sum and accrued
interest to be paid in full on or before the second  anniversary  of the date of
this Note (the "Maturity Date").  Interest shall accrue and compound annually on
the unpaid  balance,  computed on the basis of a 360-day year. In the event that
any  payment  of  principal  or  interest  under  this Note is made prior to the
Maturity  Date  for any  reason,  the  amount  of any  interest  payable  on any
outstanding  principal  amount  for a short  period  of less  than one year (the
compounding  period  under  this  Note)  shall be  equal  to the  aforementioned
interest rate  multiplied by a fraction,  the numerator of which is equal to the
number of months in such short period and the denominator of which is 12 months.
In no event shall interest be charged under this Note at a rate in excess of the
maximum rate allowed by law.

                  All principal and interest must be paid in lawful money of the
United  States of America at the  address of the Holder of this Note as shown on
the books of the Company by the Maturity  Date. The  undersigned  shall have the
right to  prepay  all or any  portion  of the  indebtedness  represented  hereby
without premium or penalty upon 10 days' notice.

                  1. Payment from Stock Sale Proceeds of Shares. Arora agrees to
pay over to the Holder the net proceeds  after payment of  commissions  from the
sale of any of his shares of Company  common stock until the  principal  sum and
all accrued and unpaid  interest  thereon have been paid in full.  Arora further
agrees to direct and authorize any broker/dealer or other institution that sells
his  shares of common  stock  (the  "selling  broker")  for his  account  to pay
directly  to the Holder the net  proceeds  from the sale of his shares of common
stock to which the

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Holder is  entitled,  and to take all steps  necessary to have such net proceeds
paid directly to the Holder, including, but not limited to, notifying the Holder
of  the  identity  of  the  selling   broker  and  completing  and  signing  all
documentation  requested by the selling broker and the Holder in order to effect
direct payment of the proceeds due hereunder to the Holder.

                  2.  Term.  This  Note  shall  remain  in  effect  and  Arora's
obligation  under this Note shall  remain until the  principal  sum and interest
thereon have been repaid in full.

                  4. Governing Law. This Note shall be governed by and construed
and enforced in accordance with the laws of the State of California.

                  5. Notices. All notices and other  communications  required or
permitted  hereunder shall be in writing and shall be deemed  effectively  given
upon personal  delivery or on the day sent by facsimile  transmission  if a true
and correct copy is sent the same day by first class mail,  postage prepaid,  or
by dispatch by an internationally recognized express courier service, or at such
other address as any party may designate by ten days' advance  written notice to
the other party.

                  6. Severability. If any provision of this Note should be found
to be invalid or unenforceable,  all other provisions shall nevertheless  remain
in full force and effect to the maximum extent permitted by law.

                  7.  Modification.  This  Note  and  any  of its  terms  may be
changed,  waived or terminated only by a written  instrument signed by the party
against whom enforcement of that change waiver or termination is sought.

                  8.  Attorneys'  Fees. In any action to enforce this Note,  the
prevailing  party shall be entitled to recover all of its attorneys' fees, costs
and related expenses.


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                                 Typed Name:  Samir Arora

                                 Address:
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