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Promissory Notes

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                             EMPLOYEE LOAN AGREEMENT
                               AND PROMISSORY NOTE


         This Employee Loan Agreement and Promissory Note (the "Agreement") is
made this 3rd day of May, 2001 by and between NETGURU, INC. ("NGI") and SANTANU
DAS ("Employee").

         WHEREAS, Employee is the President & Corporate VP of Engineering &
Animation Software & ASP:
         WHEREAS, Employee has requested a loan from NGI for personal reasons;

         NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, NGI and Employee agree as follows:

         1.       LOAN & PAYMENT. On the date first written above, NGI shall
                  loan to Employee the sum of $70,000.00 at an annual interest
                  rate of six percent (6%) and payable by withholding of $634.03
                  per bi-weekly pay period commencing on August 24, 2001 and
                  continuing until August 4, 2006, with the balance if any due
                  on such date.

         2.       PLEDGE. As security for the repayment of such loan, in
                  addition to any and all other rights and remedies NGI may have
                  hereunder or at law, Employee hereby pledges ALL owned shares
                  of NGI's common stock, par value $0.01 per share, held by
                  Employee and in addition ALL vested shares subject to options
                  granted to Employee under any applicable Stock Option
                  Agreement entered into between Employee and NGI.

         3.       SELLING OWNED STOCK/EXERCISING VESTED OPTIONS. For the purpose
                  of paying the loan hereunder in full, together with accrued
                  interest, Employee agrees to sell any owned stock (if any)
                  and/or exercise and sell any vested shares subject to options
                  when the market price of NGI's common stock reaches $10.00 or
                  more per share. Employee shall thereafter apply the proceeds
                  of the sale to satisfy the loan in full hereunder. Employee
                  shall only be required to exercise and sell a quantity of
                  vested shares subject to options necessary to satisfy the
                  indebtedness hereunder. Employee shall be solely responsible
                  for the payment of any and all federal and state taxes
                  associated with the exercise and selling of any vested shares
                  subject to options.

         4.       PROMISSORY NOTE. For value received, Employee unconditionally
                  promises to pay to NGI, upon demand on August 4, 2006 or as
                  soon as Employee is no longer an employee of NGI, the
                  principal sum of $70,000.00 with interest, less any and all
                  payments then made, without set-off, deduction or
                  counterclaim.

         5.       GOVERNING LAW. This Agreement shall be construed and enforced
                  in accordance with the laws of the State of California, USA.

          WITNESS WHEROF, NGI and Employee have executed this Agreement as of
the date first set forth above.

         EMPLOYEE: SANTANU DAS                       NETGURU, Inc.



         /s/ Santanu Das                             By: /s/ Jyoti Chatterjee
         ------------------------                        -----------------------
                                                         Jyoti Chatterjee
                                                         President & COO

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