FY 2003 Exhibit 10.15





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 Two
Hundred Fifty Thousand Dollars ($250,000), together with interest on the unpaid
principal balance from the date hereof at the rate of four and sixty-three one
hundredths percent (4.63%) per year, compounded annually.  The proceeds of this
Promissory Note are to be used by the undersigned to purchase a residence.



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


In the event the undersigned's employment with the Company terminates for any
reason, the full amount of principal and accrued interest shall accelerate and
immediately become due and payable; provided that, if the Company
terminates the undersigned involuntarily without Cause (as defined below), the
undersigned shall have one hundred twenty (120) days from the date of such
termination to repay in full the principal and interest due hereunder (which
interest shall continue to accrue during such period while the amounts remains
unpaid).  The Company shall have "Cause" to terminate the undersigned
if (a) the undersigned fails to perform to the Company's satisfaction his
duties in his position as a senior executive of the Company, (b) the
undersigned 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 Common
Stock that the undersigned owns pursuant to the Restricted Stock Purchase
Agreements entered into as of May 30, 2001 and October 1, 2001 (the
"Restricted Stock Purchase Agreements"); provided that the 150,000
shares (the "150,000 Shares") subject to the May 30,2001 Restricted
Stock Purchase Agreement that are to be released from the Company's repurchase
option effective May 15, 2002 (provided the undersigned does not cease to
be an employee of the Company) shall not be a security interest for this
Promissory Note.  With respect to the 250,000 shares subject to the Restricted
Stock Purchase Agreements (the "250,000 Shares") other than the
150,000 Shares, those shares shall be a security interest to secure this
Promissory Note until the principal and accrued interest are paid in full and,
notwithstanding anything to the contrary in the Restricted Stock Purchase
Agreements, those shares are subject to the Company's repurchase option until
the undersigned pays the principal and accrued interest in full.  For
clarification, the 250,000 Shares shall be a security interest to secure all
amounts due under this Promissory Note until the undersigned pays the principal
and accrued interest in full (the "Security Interest Period").  In the
event the undersigned's employment with the Company terminates for any reason
whatsoever during the Security Interest Period and the undersigned has not paid
in full the principal and accrued interest on the Promissory Note, the Company
may either exercise its repurchase option with respect to the shares still
subject to the Security Interest Period or elect to have the undersigned sell
those shares and pay the Company the principal and accrued interest with the
proceeds from the sale.  In the event that during the Security Interest Period
any stock dividend, reclassification, readjustment or other changes are declared
or made in the capital structure of the Company, all new, substituted and
additional shares or other securities issued by reason of any such change, in
relation to shares subject to the Security Interest Period, shall be delivered
to the Company and held under the terms of this Promissory Note in the same
manner as the shares originally pledged hereunder.  The undersigned agrees that
shares subject to the Security Interest Period may be held by the Company or one
of its agents, in the Company's discretion, until the Security Interest Period
terminates with respect to those shares.  For clarity, any and all taxes related
to the 150,000 Shares or the 250,000 Shares shall be borne by the undersigned
and shall be the responsibility of the undersigned.


In the event of default hereunder by the undersigned, the Company shall have
full recourse against the undersigned.  If any action is instituted for the
collection of amounts due under this Promissory Note, the reasonable costs of
the Company, including attorneys' fees and expenses among any other reasonable
costs, shall be paid by the undersigned.  Any such action shall be held in a
court or arbitration tribunal, at the Company's discretion, in San Jose or San
Francisco, California., and the undersigned consents to all jurisdictional
requirements to enable any such action to be held in such location and at such
tribunal.

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

/s/ Sal Jamil2/19/02