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                                                                   EXHIBIT 10.15


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED,
OR ANY OTHER APPLICABLE SECURITIES LAWS. IT MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNDER CIRCUMSTANCES THAT WOULD RESULT IN A VIOLATION OF THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR SUCH
OTHER LAWS.

                              San Jose. California
                                January 31, 2001

                                 PROMISSORY NOTE

For value received, FabCentric. Inc., a Massachusetts corporation having a
principal place of business at 246 Walnut Street Newton, MA 02460 (the
"Corporation"), promises to pay to HPL Inc., a California corporation located at
2033 Gateway Place, San Jose, CA 95110 (the "Holder"), on or prior to January
31, 2002 (the "Maturity Date"), the principal sum of Five Hundred Seventy
Thousand dollars ($570,000.00) plus interest thereon at the rate and on the
terms set forth below. As long as a definitive merger agreement is signed and
approved by FabCentric's board by March 9th 2001, a further Two Hundred Thirty
Thousand dollars ($230,000.00) will be loaned to Corporation in March 2001 and
Holder will issue a similar note under these same terms to reflect that loan.
The expected payout schedule is included as Appendix 1.

The purpose of this Note is to serve as a bridge loan while the parties
negotiate an acquisition of the Corporation by the Holder. The following is a
statement of the rights and obligations of the Holder and the Corporation under
this Note, and the conditions to which this Note is subject, to which the
Corporation, by the execution and deliver hereof, and the Holder, by the
acceptance of this Note, agree:

     1. DEFINITIONS. As used in this Note, the following terms, unless the
context otherwise requires, have the following meanings:

        1.1 "Preferred Stock" shall mean shares of a series of preferred stock
referred to at Section 3.

        1.2 "Noteholder," "Holder," or similar terms, when the context refers to
a Holder of a Note, shall mean any entity who shall at the time be the Holder of
this Note.

     2. TERMS OF NOTE

        2.1 The Corporation shall pay to the Holder on the schedule set forth
above the principal indebtedness evidenced hereby.

        2.2 This Note shall bear interest on the outstanding principal amount
hereof until paid in full at the rate of Eight percent (8.0%) per annum.
Interest shall be


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paid quarterly in arrears on the Maturity Date. Interest shall accrue until the
repayment of the outstanding principal sum hereunder with all accrued interest
in accordance with this Note. All payments by the Corporation under this Note
shall be in immediately available funds.

        2.3 This Note may be prepaid by the Corporation at any time without
premium or penalty, but with interest thereon to the date of prepayment.

        2.4 If any payment on this Note becomes due and payable on a Saturday,
Sunday, or legal holiday, the date for payment thereof shall be extended to the
next succeeding business day.

        2.5 The entire principal balance of this Note, together with any unpaid
interest thereon and any other sums due and payable hereunder shall become
automatically and immediately due and payable and the Maturity Date shall be
accelerated, notwithstanding anything to the contrary in this Note. Without
notice or demand upon the occurrence of any of the following events (each, an
"Event of Default"): (i) the liquidation, termination or dissolution of the
Corporation or its ceasing to carry on actively its present business or the
appointment of a receiver for the Corporation or any part of its property; (ii)
the dissolution, liquidation or termination of existence of, the insolvency of,
or the making of an assignment for the benefit of creditors by, the Corporation;
or (iii) the institution of bankruptcy, reorganization, arrangement,
liquidation. receivership, moratorium or similar proceedings by or against the
Corporation, and, if so instituted against the Corporation, its onset thereto or
the pendency thereof for thirty (30) days.

     3. WARRANT COVERAGE. The Corporation shall immediately issue warrants to
the Holder to purchase Two Hundred Thousand (200,000) shares of its Series B
Preferred Stock at an exercise price of $ 2.00 if the proposed acquisition of
the Corporation doesn't close. The warrant shall expire on the second
anniversary of the Maturity Date to the extent not then exercised.

     4. ISSUANCE OF STOCK ON EXERCISE. As soon as practicable after the exercise
of the warrants, the Corporation at its expense will cause to be issued in the
name of and delivered to the Holder of this Note, a certificate or certificates
for the number of shares of Preferred Stock to which that Holder shall be
entitled on such exercise (bearing such legends as may be required by any
agreements which may be entered into by the Holder in connection with such
exercise and applicable state and federal securities laws). No fractional shares
will be issued on conversion of this Note. If a fraction of a share would
otherwise be issuable on conversion of this Note, the Corporation will in lieu
of such issuance pay the cash value of that fractional share.



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     5. CHANGES: WAIVERS. Any of the terms and conditions of this Note may be
changed or amended, and any right of the Holder of this Note may be waived, with
the written consent of the Corporation and the Holder.

     6. MISCELLANEOUS.

        6.1 The Corporation, regardless of the time, order or place of signing,
waives presentment, demand, protest and notices of any kind in connection with
the enforcement of this Note and assents to any extension or postponement of the
time of payment or any other indulgence, to any substitution, exchange or
release of collateral, and to the addition or release of any other party or
person primarily or secondarily liable. If the Corporation fails to comply with
any of the provisions of this Note, the Corporation will pay to the Holder of
this Note, on demand, such further amounts as shall be sufficient to cover the
costs and expenses, including but not limited to reasonable attorneys' fees and
disbursements, incurred by the Holder of this Note in collecting upon this Note
or otherwise enforcing any of the Holder's rights hereunder.

        6.2 The rights and remedies herein reserved to any party shall be
cumulative and in addition to any other or further rights and remedies available
at law or in equity. No delay or omission on the part of the Holder in
exercising any right hereunder shall operate as a waiver of such right or of any
other right of such Holder. The waiver by any party hereto of any breach of any
provision of this Note shall not be deemed to be a waiver of the breach of any
other provision or any subsequent breach of the same provision.

        6.3 This Note shall be governed by and construed in accordance with the
laws of the State of California.

        6.4 In case any provision contained herein (or part thereof) shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or other unenforceability shall not affect any other
provision (or the remaining part of the affected provision) hereof, but this
Note shall be construed as if such invalid, illegal, or unenforceable provision
(or part thereof) had never been contained herein, but only to the extent that
such provision is invalid, illegal or unenforceable.

        6.5 All payments by the Corporation under this Note shall be made
without set-off or counterclaim and be free and clear and without any deduction
or withholding for any taxes or fees of any nature whatever, unless the
obligation to make such deduction or withholding is imposed by law. The
Corporation shall pay and save the Holder harmless from all liabilities with
respect to or resulting from any delay or omission to make any such deduction or
withholding required by law.



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        6.6 Whenever any amount is paid under this Note, all or part of the
amount paid may be applied to principal, premium or interest in such order and
manner as shall be determined by the Holder in his discretion.

        6.7 No delay or omission on the part of the Holder in exercising any
right under this Note shall operate as a waiver of such right or of any other
right of such holder, nor shall any delay, omission or waiver on any one
occasion be deemed a bar to or waiver of the same or any other right on any
future occasion.

        6.8 The Corporation and Holder agree that the Note shall be senior debt
of the Corporation and the Corporation covenants that it will use its best
efforts to subordinate all other indebtedness of the Corporation to this Note.

     IN WITNESS WHEREOF, the Corporation has caused this Note to be signed in
its name and executed as a sealed instrument this 16th day of February 2001.

FabCentric. Inc.

/s/ Lucian Wagner
-------------------------------------
Lucian Wagner
President



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                                   APPENDIX 1

                                 PAYOUT SCHEDULE

                       Jan 31st              $ 100,000.00
                       Feb 9th               $ 135,000.00
                       Feb 14th              $ 100,000.00
                       Feb: 23rd             $ 135,000.00
                       Feb: 28th             $ 100,000.00
                       March 14th            $ 130,000.00
                       March 30th            $ 100,000.00




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