PROMISSORY NOTE

                                 March 14, 2005

Jersey City, New Jersey                                                $ 350,000

FOR VALUE RECEIVED,  the undersigned,  ECUITY, INC. (f/k/a Y3K SECURE ENTERPRISE
SOFTWARE,  INC., a Nevada  corporation (the "Company"),  promises to pay CORNELL
CAPITAL  PARTNERS,  LP (the "Holder") at 101 Hudson Street,  Suite 3700,  Jersey
City,  New Jersey 07302 or other address as the Holder shall specify in writing,
the  principal sum of Three Hundred  Fifty  Thousand  (U.S.)  Dollars and 00/100
($350,000.00) and will be payable pursuant to the following terms:

1. Amount of Note.  The face amount of this  Promissory  Note (this  "Note") and
interest at the rate of twelve  percent (12%) per annum shall be payable  either
out of the net proceeds to be received by the Company under that certain Standby
Equity  Distribution  Agreement (the "Standby  Equity  Distribution  Agreement")
dated January 29, 2004 between the Company and the Holder,  or the Company shall
pay all  mounts due under  this Note  shall be paid in full  within one  hundred
ninety-three  (193)  calendar  days  of  the  date  hereof,  regardless  of  the
availability of proceeds under the Standby Equity Distribution  Agreement unless
an extension is mutually agreed to by the parties in writing. The Company agrees
to escrow six (6) requests for advances  under the Standby  Equity  Distribution
Agreement in an amount not less than Fifty  Thousand  Dollars  ($50,000) and one
(1) request for advance under the Standby  Equity  Distribution  Agreement in an
amount not less than Sixty-Nine  Thousand Seven Hundred  Ninety-One  Dollars and
Seventy-Eight Cents ($69,791.78)  (individually  referred to as "Advance Notice"
collectively  referred to "Advance Notices") as well as an appropriate number of
shares of the Company's  Common Stock as required  under  Section  2.2(c) of the
Standby Equity Distribution Agreement (the "Escrowed Shares"). In the event that
during the life of this Note the proceeds from the sales of the Escrowed  Shares
are   insufficient  to  repay  all  amounts  due  hereunder  the  Company  shall
immediately  escrow,  pursuant to the  irrevocable  transfer agent  instructions
dated the date hereof  (the  "Irrevocable  Transfer  Agent  Instructions")  such
number of shares of the Company's common stock of which the proceeds of the sale
of such shares  shall be  sufficient  to repay all amounts  due  hereunder.  The
Advance  Notices and the shares of the  Company's  Common  Stock will be held in
escrow by David  Gonzalez,  Esq.,  who shall release such requests to the Holder
every seven (7) calendar days  commencing  on August 8, 2005.  The Holder may at
its sole  discretion  retain and apply the net proceeds of each  advance  (after
deducting  any fees owed to the  Holder  under the terms of the  Standby  Equity
Distribution Agreement) to the outstanding balance of this Note as existing from
time to time.  Interest shall be payable upon the due date of this Note. If this
Note is not paid in full when due,  the  outstanding  principal  owed  hereunder
shall be due and payable in full together  with interest  thereon at the rate of
fourteen percent (14%) per annum or the highest  permitted by applicable law, if
lower.  During the term of this Note the Company  shall have the option to repay
the amounts due  hereunder  in  immediately  available  funds and  withdraw  any
Advance Notices yet to be effected.

2. Waiver and  Consent.  To the fullest  extent  permitted  by law and except as
otherwise  provided  herein,  the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.


<PAGE>


3. Costs, Indemnities and Expenses. In the event of default as described herein,
the Company agrees to pay all  reasonable  fees and costs incurred by the Holder
in  collecting  or  securing  or  attempting  to  collect  or secure  this Note,
including  reasonable  attorneys'  fees and  expenses,  whether or not involving
litigation,  collecting  upon  any  judgments  and/or  appellate  or  bankruptcy
proceedings.  The Company agrees to pay any documentary stamp taxes,  intangible
taxes  or other  taxes  which  may now or  hereafter  apply to this  Note or any
payment made in respect of this Note  incurred by the  Company,  and the Company
agrees to indemnify and hold the Holder harmless from and against any liability,
costs,  attorneys' fees,  penalties,  interest or expenses  relating to any such
taxes, as and when the same may be incurred.

4. Event of Default.  Upon an Event of Default (as  defined  below),  the entire
principal  balance and accrued  interest  outstanding  under this Note,  and all
other  obligations of the Company under this Note,  shall be immediately due and
payable  without any action on the part of the Holder,  and the Holder  shall be
entitled to seek and institute  any and all remedies  available to it. No remedy
conferred  under this Note upon the Holder is  intended to be  exclusive  of any
other  remedy  available  to the  Holder,  pursuant to the terms of this Note or
otherwise.  No single or partial  exercise by the Holder of any right,  power or
remedy  hereunder  shall  preclude any other or further  exercise  thereof.  The
failure  of the  Holder  to  exercise  any right or  remedy  under  this Note or
otherwise,  or delay in exercising such right or remedy,  shall not operate as a
waiver thereof.  An "Event of Default" shall be deemed to have occurred upon the
occurrence of any of the  following:  (i) the Company should fail for any reason
or for no reason to make  payment  of the  outstanding  principal  balance  plus
accrued interest  pursuant to this Note within the time prescribed herein or the
Company  fails to satisfy any other  obligation  or  requirement  of the Company
under this Note and/or the Irrevocable Transfer Agent Instructions;  or (ii) any
proceedings  under any bankruptcy  laws of the United States of America or under
any  insolvency,  not  disclosed  to the Holder,  reorganization,  receivership,
readjustment of debt, dissolution,  liquidation or any similar law or statute of
any  jurisdiction  now or hereinafter in effect (whether in law or at equity) is
filed by or against the Company or for all or any part of its property.

5. Maximum  Interest  Rate.  In no event shall any agreed to or actual  interest
charged,  reserved or taken by the Holder as consideration  for this Note exceed
the limits imposed by New Jersey law. In the event that the interest  provisions
of this Note shall result at any time or for any reason in an effective  rate of
interest  that exceeds the maximum  interest rate  permitted by applicable  law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically  reduced  to such  limit and all sums  received  by the  Holder in
excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Holder's receipt thereof,  with the
same force and effect as though the Company  had  specifically  designated  such
extra  sums to be so applied  to  principal  and the Holder had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

6.  Cancellation  of  Note.  Upon the  repayment  by the  Company  of all of its
obligations  hereunder to the Holder,  including,  without limitation,  the face
amount  of this  Note,  plus  accrued  but  unpaid  interest,  the  indebtedness
evidenced hereby shall be deemed canceled and paid in full.  Except as otherwise
required  by law or by the  provisions  of this Note,  payments  received by the
Holder hereunder shall be applied first against  expenses and indemnities,  next
against  interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.


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<PAGE>


7.  Severability.  If any provision of this Note is, for any reason,  invalid or
unenforceable,  the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect.  Any provision of this
Note that is held invalid or unenforceable by a court of competent  jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

8. Amendment and Waiver. This Note may be amended, or any provision of this Note
may be waived,  provided that any such  amendment or waiver will be binding on a
party hereto only if such amendment or waiver is set forth in a writing executed
by the parties  hereto.  The waiver by any such party  hereto of a breach of any
provision  of this Note  shall not  operate or be  construed  as a waiver of any
other breach.

9. Successors.  Except as otherwise  provided  herein,  this Note shall bind and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
permitted successors and assigns.

10.  Assignment.  This Note shall not be directly or  indirectly  assignable  or
delegable  by the  Company.  The  Holder  may  assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

11. No Strict Construction.  The language used in this Note will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party.

12.  Further  Assurances.  Each party hereto will execute all documents and take
such  other  actions  as the other  party  may  reasonably  request  in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.

13.  Notices,   Consents,   etc.  Any  notices,   consents,   waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to Company:                     Ecuity, Inc.
                                   f/k/a Y3K Secure Enterprise Software, Inc.
                                   800 Bellevue Way NE, Suite 600
                                   Bellevue, WA 98004
                                   Attention:        King Wm. S. Cole
                                   Telephone:        (253) 284-2935
                                   Facsimile:        (425) 643-0716


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<PAGE>


With Copy to:                      Kirkpatrick & Lockhart LLP
                                   201 South Biscayne Boulevard, 20th Floor
                                   Miami, FL 33131-2399
                                   Telephone:        (305) 539-3300
                                   Facsimile:        (305) 358-7095

If to the Holder:                  Cornell Capital Partners, L.P.
                                   101 Hudson Street, Suite 3700
                                   Jersey City, NJ 07302
                                   Attention:        Mark A. Angelo
                                   Telephone:        (201) 985-8300
                                   Facsimile:        (201) 985-8266

or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

14. Remedies,  Other  Obligations,  Breaches and Injunctive Relief. The Holder's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies available to the Holder under this Note, at law or in equity (including
a decree of specific  performance and/or other injunctive  relief), no remedy of
the Holder  contained  herein  shall be deemed a waiver of  compliance  with the
provisions  giving  rise to such  remedy  and  nothing  herein  shall  limit the
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note.  Every  right and  remedy of the  Holder  under any
document executed in connection with this transaction may be exercised from time
to time and as often as may be  deemed  expedient  by the  Holder.  The  Company
acknowledges  that  a  breach  by it of its  obligations  hereunder  will  cause
irreparable  harm to the Holder  and that the remedy at law for any such  breach
may be inadequate.  The Company  therefore agrees that, in the event of any such
breach or threatened  breach,  the Holder shall be entitled,  in addition to all
other available remedies, to an injunction  restraining any breach, and specific
performance  without the necessity of showing economic loss and without any bond
or other security being required.

15.  Governing Law;  Jurisdiction.  All questions  concerning the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits to the exclusive  jurisdiction of the Superior Court of the
State of New Jersey sitting in Hudson  County,  New Jersey and the United States
Federal  District  Court for the District of New Jersey  sitting in Newark,  New
Jersey, for the adjudication of any dispute hereunder or in connection  herewith
or therewith,  or with any transaction  contemplated hereby or discussed herein,
and hereby  irrevocably  waives, and agrees not to assert in any suit, action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy  thereof to such  party at the  address  for such,  notices to it
under this  Agreement  and agrees that such service  shall  constitute  good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.


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<PAGE>


16. No Inconsistent Agreements.  None of the parties hereto will hereafter enter
into any agreement, which is inconsistent with the rights granted to the parties
in this Note.

17. Third Parties.  Nothing herein  expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns; any rights or
remedies under or by reason of this Note.

18. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THE HOLDER TO LOAN TO THE
COMPANY THE MONIES  HEREUNDER,  THE COMPANY  HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

19.  Entire  Agreement.  This  Note  (including  the  recitals  hereto)  and the
Irrevocable  Transfer Agent  Instructions set forth the entire  understanding of
the parties with respect to the subject matter hereof, and shall not be modified
or  affected  by any  offer,  proposal,  statement  or  representation,  oral or
written,  made by or for any party in  connection  with the  negotiation  of the
terms  hereof,  and may be  modified  only by  instruments  signed by all of the
parties hereto.

IN WITNESS  WHEREOF,  this Note is  executed by the  undersigned  as of the date
hereof.

                                       ECUITY, INC.

                                       By:
                                       -----------------------------------------
                                       Name:    King Wm. S. Cole
                                       Title:   President


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