EXHIBIT 10.4



                                 CERISTAR, INC.

                                 PROMISSORY NOTE



$---------       --------- ---, -----




FOR VALUE RECEIVED, the undersigned, CERISTAR, INC., a Delaware corporation with
offices at 50 West Broadway, Suite 1100, Salt Lake City, UT, 84101 (the
"Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD., a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd., Cumberland House #27,
Cumberland Street, P.O. Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of _________________________ ($________), without interest, except
as specified herein.


1. Payments. The Maker agrees to pay the principal of this Note within ten (10)
days following demand from the Holder requesting payment, which demand may be
made at any time after the 60 th day following the issue date of this Note. The
Maker shall have the right to prepay this Note in whole at any time or in part
from time to time. Any payments, including prepayments, of principal of this
Note, whether upon demand, at the option of the Company, upon default or
otherwise shall include a repayment premium equal to the product of (a) the
Repayment Percentage (as defined below) and (b) the number of thirty (30) day
periods (rounded up to the next whole number) (each 30-day period referred to as
a "Monthly Period") that this Note has been outstanding (computed from the date
of issuance of this Note to the date of payment) but in no event higher than the
maximum amount permitted by law. For purposes of this Note, the Repayment
Percentage shall mean one and one-half percent (1.5%) of the outstanding
principal amount of this Note. All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds.


2. Interest. Without limiting any of the rights of the holder of this Note under
Section 4 of this Note, if any payment of principal or premium thereon is not
made when the same shall become due and payable hereunder, interest shall accrue
thereon at a rate per annum equal to twelve percent (12%) per annum.
Notwithstanding anything to the contrary contained herein, no payments that are
considered interest shall accrue or be payable at a rate in excess of the
maximum amount permitted by law.


3. Use of Proceeds. The Company agrees use the proceeds from the sale and
issuance of the Bridge Notes only for payment of following expenses:


4. Conversion .

(a) At any time after the date that is 60 days following the issue date of this
Note and from time to time, the Holder may convert all or any portion of this
Note, together with the Repayment Percentage, and accrued and unpaid interest
and fees due on this Note (the "Conversion Amount") into shares of common stock
of the Maker (the "Common Stock").

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(b) If the Holder elects to convert less than the full principal amount of this
Note, the Maker shall issue a Note in substantially the same form as this Note,
except that the principal amount shall be reduced by the principal amount so
converted (exclusive of the redemption premium).

(c) The number of shares of Common Stock issuable upon conversion of this Note
is equal to the quotient of the Conversion Amount of that portion of the Note
being converted divided by the Conversion Price. Fractional shares will not be
issued. In lieu of any fraction of a share, the Maker shall deliver its check
for the dollar amount of the less than full share remainder. For purposes of
this Note, the "Conversion Price" shall mean the product of (a) .75 and (b) the
average closing bid price of the Common Stock for the five trading days ending
on the trading day immediately preceding the Conversion Date.

(d) To convert this Note into Common Stock, (the "Conversion Date"), the Holder
hereof shall (A) deliver or transmit by facsimile, for receipt on or prior to
11:59 P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Maker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indemnification undertaking with respect to such shares in the case of the loss,
theft, or destruction of this Note) and the originally executed Conversion
Notice. The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date."

(e) Upon receipt by the Maker of a facsimile copy of a Conversion Notice, the
Maker shall immediately send, via facsimile, a confirmation of receipt of such
Conversion Notice to Holder. Upon receipt by the Maker or the Transfer Agent of
the Note to be converted pursuant to a Conversion Notice, together with the
originally executed Conversion Notice, the Maker or the Transfer Agent (as
applicable) shall, within five (5) business days following the date of receipt,
(A) issue and surrender to a common carrier for overnight delivery to the
address as specified in the Conversion Notice, a certificate, registered in the
name of Holder or its designee, for the number of shares of Common Stock to
which Holder shall be entitled or (B) credit the aggregate number of shares of
Common Stock to which such Holder shall be entitled to the Holder's or its
designee's balance account at The Depository Trust Company.

(f) The Person or persons entitled to receive the shares of Common Stock
issuable upon a conversion of this Note shall be treated for all purposes as the
"Record Holder" or Holder of such shares of Common Stock on the Conversion Date.

(g) If the Maker shall fail to issue to Holder within five (5) business days
following the date of receipt by the Maker or the Transfer Agent of this Note to
be converted pursuant to a Conversion Notice, a certificate for the number of
shares of Common Stock to which each Holder is entitled upon Holder's conversion
of this Note, in addition to all other available remedies which such Holder may
pursue hereunder, the Maker shall pay additional damages to Holder on each day
after the fifth (5th) business day following the date of receipt by the Maker or
the Transfer Agent an amount equal to 1.0% of the product of (A) the number of
shares of Common Stock not issued to Holder and to which Holder is entitled
multiplied by (B) the Closing Bid Price of the Common Stock on the business day
following the date of receipt by the Maker or the Transfer Agent of the
Conversion Notice. The foregoing notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a Holder of this Note, if Holder has
otherwise complied with this Section 4.

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(h) If any adjustment to the Conversion Price to be made pursuant to clause (j)
of this Section 4 becomes effective immediately after a record date for an event
as therein described, and conversion occurs prior to such event but after the
record date, the Maker may defer issuing, delivering, or paying to Holder any
additional shares of Common Stock or check for any cash remainder required by
reason of such adjustment until the occurrence of such event, provided that the
Maker delivers to Holder a due bill or other appropriate instrument evidencing
the Holders' right to receive such additional shares or check upon the
occurrence of the event giving rise to the adjustment.

(i) Until such time as this Note has been fully redeemed, the Maker shall
reserve out of its authorized but unissued Common Stock enough shares of Common
Stock to permit the conversion of the entire Redemption Price and all accrued
and unpaid interest due on this Note at any time. All shares of Common Stock
issued upon conversion of this Note shall be fully paid and nonassessable. The
Maker covenants that if any shares of Common Stock, required to be reserved for
purposes of conversion of this Note hereunder, require registration with or
approval of any governmental authority under any federal or state law or listing
upon any national securities exchange before such shares may be issued upon
conversion, the Maker shall in good faith, as expeditiously as possible,
endeavor to cause such shares to be duly registered, approved or listed, as the
case may be.

(j) The Conversion Price shall be subject to adjustment from time to time as
follows:

(i) If the Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased.

(ii) Prior to the consummation of any Organic Change (as defined below), the
Maker will make appropriate provision (in form and substance satisfactory to the
Holder to insure that Holder will thereafter have the right to acquire and
receive in lieu of, or in addition to, (as the case may be) the shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Holder's Note, such shares of stock, securities, or assets as may be issued
or payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place. In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable. The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to Holder), the obligation to deliver to Holder
such shares of stock, securities, or assets as, in accordance with the foregoing
provisions, that Holder may be entitled to acquire. For purposes of this
Agreement, "Organic Change" means any recapitalization, reorganization,
reclassification, consolidation, merger, or sale of all or substantially all of
the Maker's assets to another Person (as defined below), or other similar
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities, or assets with respect to or in exchange for Common Stock; and
"Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, and a
government or any department or agency thereof.

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(k) The Holder shall be entitled to piggyback registration rights with respect
to the shares of Common Stock issuable upon conversion of this Note by the
Holder. The Company agrees to include such shares on the first available
registration, including forms S-1, SB-2 or S-3, filed by the Company with
Securities and Exchange Commission.

5. Events of Default . If any of the following conditions or events shall occur
and be continuing: (a) the Maker shall default in the payment of principal of
this Note when the same becomes due and payable; (b) the Maker shall admit in
writing its inability to pay its debts as such debts become due; (c) the Maker
shall make a general assignment for the benefit of creditors; (d) the Maker
shall commence a voluntary case under the Federal Bankruptcy Code (as now or
hereafter in effect); (e) the Maker shall file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, or adjustment of
debts; (f) there shall have been instituted against the Maker any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings for relief under the Federal Bankruptcy Code or any other law
relating to bankruptcy, insolvency or adjustment of debts, which are not
dismissed within sixty (60) days after such institution; or (g) the Maker shall
take any action for the purposes of effecting any of the foregoing; then, and in
any such event, the Holder may at any time (unless all defaults shall
theretofore have been remedied) at its option, declare this Note to be due and
payable, whereupon this Note shall forthwith mature and become due and payable,
together with interest accrued thereon, without presentment, demand, protest or
notice, all of which are hereby waiver.

6. NEGATIVE COVENANTS . The provisions of this Section 6 shall remain in effect
so long as any of the Bridge No tes shall remain outstanding.

(a) Restrictions on Debt. Hereafter, the Company will not create, assume, or
incur or become or at any time be liable in respect of, any Debt, except: Bridge
Notes issued pursuant to this Agreement; Debt outstanding on the date hereof to
the extent reflected on the most recent balance sheet of the Company or incurred
in the ordinary course of business thereafter and debt incurred to accomplish
duties and obligations of the Company under contracts to provide customer
premises equipment, services, or other related obligations to existing or new
customers of the Company as a result of business contracts; Purchase money
security interests not to exceed $250,000 per year; and Secured debt in an
aggregate principal amount up to $20 million.

(i) Definition of Debt. For purposes of this Agreement, the capitalized term
"Debt" of any Person shall mean: all indebtedness of such Person for borrowed
money, including without limitation obligations evidenced by bonds, debentures,
Bridge Notes, or other similar instrument; all indebtedness guaranteed in any
manner by such Person, or in effect guaranteed by such Person through an
agreement to purchase, contingent or otherwise; all accounts payable which, to
the knowledge of such Person, have remained unpaid for a period of 90 days after
the same become due and payable in accordance with their respective terms taking
into account any grace period relating to the due date expressly set forth in
the applicable invoice with respect to the payment of such accounts payable; all
indebtedness secured by any mortgage, lien, pledge, charge, security interest or
other encumbrance upon or in property owned by such Person, even though such
Person has not assumed or become liable for the payment of such indebtedness;
all indebtedness created or arising under any conditional sale agreement or
lease in the nature thereof (including obligations as lessee under leases which
shall have been or should be, in accordance with generally accepted accounting
principles, recorded as capitalized leases) (but excluding operating leases) or
other title retention agreement with respect to property acquired by such
Person, even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession of such property
all bankers' acceptances and letters of credit; and liabilities in respect of
unfunded vested benefits under Plans covered by Title IV of ERISA.

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(b) Restrictions on Equity Sales. The Company will not offer or enter into an
agreement to sell equity securities of the Company, under private placement
memorandum or other private offering document or letter, whether of equity
securities, convertible debt securities, or securities or instruments
convertible into or exchangeable for debt or equity securities of the Company,
except through an underwritten public offering or after receiving approval by
the purchaser as described in 6(f) below.

(c) Restrictions on Transactions with Affiliates. The Company will not make any
loans or advances to any of its officers, shareholders, or Affiliates, other
than expense advances made by the Company to its officers and employees in the
ordinary course of business. The Company will not increase the salary of any
executive officer, or the remuneration of any director.

(d) Restrictions on Investments. Other than as permitted by this Agreement, the
Company will not purchase or acquire or invest in, or agree to purchase or
acquire or invest in the business, property, or assets of, or any securities of,
any other company or business, provided however , that the Company may enter
into contracts relating to the expansion of its business and may invest its
Excess Cash as defined below in: securities issued or directly and fully
guaranteed or insured by the United States government or any agency thereof
having maturities of not more than one year from the date of acquisition;
certificates of deposit or eurodollar certificates of deposit, having maturities
of not more than one hundred eighty days from the date of acquisition, or one
year from the date of acquisition in the case of certificates of deposit or
eurodollar certificates of deposit being used to secure the Company's
reimbursement obligations under letters of credit (provided that nothing
contained herein shall be construed to permit letters of credit not otherwise
permitted under this Agreement); commercial paper of any Person that is not a
subsidiary or an Affiliate of the Company, maturing within one hundred eighty
days after the date of acquisition; bank loan participations; and money market
instruments having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
money market instruments being used to secure the Company's reimbursement
obligations under letters of credit (provided that nothing contained herein
shall be construed to permit letters of credit not otherwise permitted under
this Agreement); in all cases of such credit quality as a prudent business
person would invest in. As used in this Section, " Excess Cash " shall mean that
portion of the proceeds of the Bridge Notes that has not been invested as
described in Section 3 hereof.

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(e) Change in Business; Operations. The Company will not cause or effect any
change in or addition to the primary business of the Company that has not been
approved by Purchaser, such that more than 20% of the consolidated net earnings
of the Company are derived from a business other than the business in which the
Company was engaged on the date hereof as reflected in the applicable last SEC
Document filed prior to the First Closing (" Change in Business "). The business
of the Company and its subsidiaries shall not be conducted in violation of any
law, ordinance, or regulation of any governmental entity.

(f) Exceptions With Consent of Purchasers. The Company may seek an exception to
any prohibited action under this Section by first , giving written notice to
Purchaser of Bridge Note under this Agreement, along with copies of all
documentation requested by any Purchaser relating to such requested exception,
and second , in the sole discretion of Purchaser, satisfactorily responding to
any Purchaser inquiries about the requested action. The Company may undertake
any such requested action otherwise prohibited by this Section 6 only after
receiving the advance written consent of Purchaser hereunder.

7. No Waiver; Rights and Remedies Cumulative . No failure on the part of the
holder of this Note to exercise, and no delay in exercising any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise by
the holder of this Note of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The rights and remedies
herein provided are cumulative and not exclusive of any remedies or rights
provided by law or by any other agreement between the Maker and the Holder.

8. Costs and Expenses . The Maker shall reimburse the holder of this Note for
all costs and expenses incurred by it, and shall pay the reasonable fees and
disbursements of counsel to the holder of this Note, in connection with the
enforcement of the holder's rights hereunder, whether or not legal proceedings
are initiated.

9. Amendments . No amendment, modification or waiver of any provision of this
Note nor consent to any departure by the Maker therefrom shall be effective
unless the same shall be in writing and signed by the holder of this Note and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

10. Governing Law; Jurisdiction and Service of Process . This Note shall be
governed by and construed in accordance with the laws of the State of Utah,
without giving effect to conflict of laws. The Maker hereby irrevocably consents
to the jurisdiction of the courts of the State of Utah and of any federal court
located in such State in connection with any action or proceeding arising out of
or relating to this Note, any document or instrument delivered pursuant to, in
connection with, or simultaneously with, this Note or a breach of this Note or
any such document or instrument. In any such action or proceeding, the Maker
waives personal service of any summons, complaint, or other process and agrees
that service thereof may be made in accordance with Section 11 of this Note.
Within 30 days after such service, or such other time as may be mutually agreed
upon in writing by the attorneys for the parties to such action or proceeding,
the Maker shall appear or answer such summons, complaint, or other process.
Should the Maker so served fail to appear or answer within such 30-day period or
such extended period, as the case may be, the Maker shall be deemed in default
and judgment may be entered by the Holder against the Maker as demanded in any
summons, complaint, or other process so served.

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11. Successors and Assigns . This Note shall be binding upon the Maker and its
successors and permitted assigns and the terms hereof shall inure to the benefit
of the Holder and its successors and assigns, including subsequent holders
hereof.

12. Notice . Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be deemed to have been received: (a)
upon hand delivery (receipt acknowledged) or delivery by telecopy or facsimile
(with transmission confirmation report) if delivered on a business day during
normal business hours where such notice is to be received, or the first business
day following such delivery if delivered other than on a business day during
normal business hours where such notice is to be received; or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever first shall occur, to the address set forth above or to such other
address as the party shall have furnished in writing in accordance with the
provisions of this Section 10 except that such change shall not be effective
until actual receipt thereof.

13. Severability . The provisions of this Note are severable, and if any
provision shall be held invalid or unen-forceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Note in any jurisdiction.

14. Waiver of Notice . The Maker hereby waives presentment, demand for payment,
protest, notice of protest and all other demands or notices in connection with
the delivery, acceptance, performance, default or enforcement of this Note.

15. Set-off, Counterclaim . In the event the holder hereof seeks to enforce its
rights under this Note, the Maker waives the right to interpose any set-off or
counterclaim of any nature or description against the holder.

16. Headings . The headings in this Note are solely for the convenience of
reference and shall be given no effect in the construction or interpretation of
this Note.


                            [signature on next page]

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IN WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the
date first above written.




                                 CERISTAR, INC.
                                      By:
                                                  Name:
                                                  Title:
                                [CORPORATE SEAL]

                                       8

<PAGE>


                                    EXHIBIT A


                                CONVERSION NOTICE


Reference is made to terms and conditions of the Note in the principal amount of
$_________ registered in the name of SovCap Equity Partners, Ltd. {NAME OF
HOLDER} (the " Note "). In accordance with and pursuant to the terms of the
Note, the undersigned hereby elects to convert $_____________ in principal
amount of the Note into shares of Common Stock, $.001 par value per share (the "
Common Stock "), of the Company, by tendering the original Note specified below
as of the date specified below.



                   Date of Conversion:

                   Principal Amount of Note to be converted:
                   Redemption Premium
                   Accrued Interest and/or Fees
                   Total Amount of Note to be Converted
                   Please confirm the following information:
                   Conversion Price:
                   Number of shares of Common Stock to be issued:


Please issue the Common Stock into which the Note is being converted in the
following name and to the following address:




          Issue to:

          Facsimile Number:
          Authorization:
          By:
          Title:
          Dated:
          If electronic book entry transfer, complete the following:
          Account Number:
          Transaction Code Number:

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COMPANY ACKNOWLEDGEMENT
                                       TO

                                CONVERSION NOTICE




ACKNOWLEDGED AND AGREED:
CERISTAR, INC.





                                      By:

                                      Name:
                                      Title:
                                      Date:

                                       10

<PAGE>


================================================================================


                          AMENDMENT TO PROMISSORY NOTES
                                                             September 10, 2004

SovCap Equity Partners, Ltd.
c/o Lion Corporate Securities Ltd.
Cumberland House #27
Cumberland Street
P.O. Box N-10818
Nassau, New Providence
The Bahamas


            RE: Amendment of CeriStar, Inc. Promissory Notes
            ------------------------------------------------


Gentlemen:

     Reference is made to CeriStar, Inc. Promissory Notes issued to SovCap
Equity Partners, Ltd. ("Holder") on July 1, 2004 ($55,000), July 9, 2004
($35,000), July 21, 2004 ($55,500), August 2, 2004 ($50,000), August 12, 2004
($60,000), August 23, 2004 ($36,300), and September 8, 2004 ($44,000).
Capitalized terms used herein but not otherwise defined herein shall have same
meaning given to such terms in the Promissory Note.

     For good and valuable consideration receipt of which hereby acknowledged,
the Company and Holder hereby agree that the Note is amended to remove the
following language in Section 4(a) of the Note:

          "(a) At any time after the date that is 120 days following the issue
     date of this Note and from time to time, the Holder may convert all or any
     portion of this Note, together with the Repayment Percentage, and accrued
     and unpaid interest and fees due on this Note (the "Conversion Amount")
     into shares of common stock of the Maker (the "Common Stock")."

Accordingly, the previously stricken language from Section 4 (a) of the Note
shall be replaced with the following:

          "(a) At any time after the date that is 120 days following the issue
     date of this Note and from time to time, the Holder and the Company may
     agree to exchange all or any portion of this Note, together with the

<PAGE>


     Repayment Percentage, and accrued and unpaid interest and fees due on this
     Note (the "Conversion Amount") into shares of common stock of the Maker
     (the "Common Stock"). However, if the Note is under Default (as defined in
     Section 5 of the Note), then the Holder shall have the sole right to demand
     an exchange of all or part of the Conversion Amount into Common Stock, as
     defined in section (c) below."


     The parties acknowledge that Section 4 (a) of the Note shall be deemed to
have been amended as of the original issue date.

     Except as amended hereby, the Note shall remain in full force and effect
and is in all respects hereby ratified and affirmed. The foregoing merely
modifies the Note and is not intended to be, nor does it act as, a substitution
for the same.

     The Holder and the Company, as evidenced by signature below, as of this
10th day of September 2004, hereby agree upon this amendment letter.


CeriStar, Inc:                              SovCap Equity Partners, Ltd:



By:                                         By:
    -------------------------                  -------------------------------

Name:                                       Name:

Title:                                      Title: