Sample Business Contracts

Full-Recourse Promissory Note - Scient Corp. and Aron Dutta

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                         FULL-RECOURSE PROMISSORY NOTE

$160,000.00                                                     January 28, 1999
                                                       San Francisco, California

        FOR VALUE RECEIVED, the undersigned Borrower promises to pay to Scient
Corporation (the "Company") at its principal executive offices the principal sum
of one hundred and sixty thousand dollars ($160,000), together with interest
from the date of this Note on the unpaid principal balance, upon the terms and
conditions specified below.

        1.  Term.  The principal balance of this Note, together with interest
accrued and unpaid to date, shall be due and payable at the close of business on
January 28, 2001. Interest accrued and unpaid to date shall be paid on January
28 of each year, commencing on January 28, 2000.

        2.  Rate of Interest.  Interest shall accrue under the Note on any
unpaid principal balance at the rate of four and sixty-four one hundredths
percent (4.64%) per annum, compounded annually.

        3.  Prepayment.  Prepayment of principal and interest may be made at any
time without penalty.

        4.  Events of Acceleration.  The entire unpaid principal sum and unpaid
interest under this Note shall become immediately due and payable upon:

        (a) The date when the Borrower ceases to be employed by the Company
     for any reason;

        (b) The failure of the Borrower to pay when due the principal balance
     and accrued interest on this Note and the continuation of such default for
     more than thirty (30) days;

        (c) The insolvency of the Borrower, the commission of an act of
     bankruptcy by the Borrower, the execution by the Borrower of a general
     assignment for the benefit of creditors, or the filing by or against the
     Borrower of a petition in bankruptcy or a petition for relief under the
     provisions of the federal bankruptcy act or another state or federal law
     for the relief of debtors and the continuation of such petition without
     dismissal for a period of ninety (90) days or more; or

          (d) The occurrence of a material event of default under the Stock
     Pledge Agreement securing this Note or any obligation secured thereby.

        5.  Security.  Payment of this Note shall be secured by a Stock Pledge
Agreement to be executed and delivered by the Borrower and covering shares of
the Company's Common Stock. The Borrower, however, shall remain personally
liable for payment of this Note, and assets of the Borrower, in addition to the
collateral under the Stock Pledge Agreement, may be applied to the satisfaction
of the Borrower's obligations hereunder.

        6.  Collection.  If action is instituted to collect this Note, the
Borrower promises to pay all reasonable costs and expenses (including reasonable
attorney's fees) incurred in connection with such action.

        7.  Waiver.  No previous waiver and no failure or delay by the Company
or the Borrower in acting with respect to the terms of this Note or the Stock
Pledge Agreement shall constitute a waiver of any breach, default or failure of
condition under this Note, the Stock Pledge Agreement or the obligations secured
thereby. A waiver of any term of this Note, the Stock Pledge Agreement or of any
of the obligations secured thereby must be made in writing and signed by a duly
authorized officer of the Company and shall be limited to the express terms of
such waiver.

     The Borrower hereby expressly waives presentment and demand for payment at
such time as any payments are due under this Note.

        8.  Conflicting Agreements.  In the event of any inconsistencies between
the terms of this Note and the terms of any other document related to the loan
evidenced by the Note, the terms of this Note shall prevail.

        9.  Governing Law.  This Note shall be construed in accordance with the
laws of the State of California.

                                     Aron Dutta