**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”).
  
 
 (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.
  2
 
 (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.
  3
 
 (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.
  4
 
 (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.
 
 5
  (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.
 
 6
 
 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]
 
 7
 
 
 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
 
 **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
      PremiumAccrued
      Interest and/or FeesTotal
      Amount of Note to be Converted**Please
      confirm the following information:**Conversion
      Price:Number
      of shares of Common Stock tobe
      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:





9





**COMPANY ACKNOWLEDGEMENT**


**TO**


**CONVERSION
NOTICE**




ACKNOWLEDGED AND
    AGREED:**CERISTAR,
      INC.**
   By:Name:Title:Date:






10
























****