PROMISSORY NOTE

                                  June 4, 2004

Jersey City, New Jersey                                               $1,000,000

FOR VALUE RECEIVED,  the  undersigned,  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
One  Million  (U.S.)  Dollars  and  00/100  ($1,000,000.00)  and will be payable
pursuant to the following terms:

1. Amount of Note. The face amount of this  Promissory  Note (this "Note") shall
be payable out of the net  proceeds  to be  received  by the Company  under that
certain Standby Equity Distribution  Agreement (the "Standby Equity Distribution
Agreement  ") dated as January  29,  2004  between  the  Company and the Holder,
provided  that all  amounts  due under  this Note  shall be paid in full  within
ninety-four  (94)  calendar  days of the date  hereof,  unless an  extension  is
mutually  agreed to by the  parties in  writing.  The  Company  agrees to escrow
thirteen  (13)  requests  for  advances  under the Standby  Equity  Distribution
Agreement of which seven (7) shall be in an amount not less than Fifty  Thousand
Dollars  ($50,000),  five (5)  shall be in an amount  not less than One  Hundred
Thousand Dollars ($100,000),  and one (1) in an amount not less than One Hundred
Fifty Thousand Dollars ($150,000)  (individually referred to as "Advance Notice"
collectively  referred to "Advance  Notices") as well as shares of the Company's
Common Stock as required under Section 2.2(c) of the Standby Equity Distribution
Agreement (the "Escrowed Shares"). The Escrowed Shares are only an estimation of
the shares of the Company's common stock necessary to repay the principal amount
and interest due  hereunder.  In the event that during the life of this Note 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 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 the law firm of Butler Gonzalez
LLP,  which shall  release such  requests to the Holder every seven (7) calendar
days  commencing on June 7, 2004. 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 Equity Line of Credit) to the outstanding  balance
of this Note as  existing  from  time to time.  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 twenty-four percent (24%) 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.  At the Holder's  option the interest due hereunder shall be paid when
due either in Common Stock or cash.

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,  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:                   Y3K Secure Enterprise Software Inc.
                                 800 Bellevue Way NE
                                 Bellevue, Washington 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 Blvd. - Suite 2000
                                 Miami, FL 33131-2399
                                 Attention:        Clayton E. Parker, Esq.
                                 Telephone:        (305) 539-3300

If to the Company:               Cornell Capital Partners, L.P.
                                 101 Hudson Street, Suite 3700
                                 Jersey City, NJ 07302
                                 Attention:        Mark A. Angelo
                                 Telephone:        (201) 324-1619
                                 Facsimile:        (201) 324-1447

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 Standby
Equity Distribution Agreement sets 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.


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<PAGE>


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

                                     CORNELL CAPITAL PARTNERS, LP

                                     By:      Yorkville Advisors, LLC
                                     Its:     General Partner

                                     By:
                                     -------------------------------------------
                                     Name:    Mark Angelo
                                     Its:     Portfolio Manager


                                     Y3K SECURE ENTERPRISE SOFTWARE INC.

                                     By:
                                     -------------------------------------------
                                     Name:    King Wm S Cole
                                     Its:     President


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