PROMISSORY NOTE

                                OCTOBER 26, 2004

JERSEY CITY, NEW JERSEY                                               $  200,000

FOR VALUE RECEIVED,  the undersigned,  INSTAPAY SYSTEMS INC., a Utah 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 TWO HUNDRED  THOUSAND
(U.S.)  DOLLARS  AND 00/100  ($200,000.00)  and will be payable  pursuant to the
following terms:

1. AMOUNT OF NOTE.  The face amount of this  Promissory  Note (this "Note") plus
twelve  percent  (12%)  interest  shall be payable on the earlier of one hundred
eighty_  (180) days from the date hereof or within sixty (60) days from the date
the  Company's   Registration   Statement  No.  333-116291  (the   "Registration
Statement") is declared  effective (the "Effective  Date") by the Securities and
Exchange  Commission.  For purposes of  clarification,  and without limiting the
preceding sentence, the repayment of this Note is in no manner contingent on the
Registration  Statement being declared effective by the United States Securities
and Exchange  Commission.  In the event the  Registration  Statement is declared
effective,  the Company shall use the net proceeds to be received by the Company
under that certain  Standby Equity  Distribution  Agreement (the "Standby Equity
Distribution  Agreement ") dated as March 17, 2004 towards the  repayment of the
obligations  due under this Note in  accordance  with this Section 1;  provided,
however,  and without  limiting the  foregoing,  all amounts due under this Note
shall be paid in full on the earlier of one hundred  eighty (180)  calendar days
of the date  hereof  or sixty  (60)  days  from the  Effective  Date,  unless an
extension  is mutually  agreed to by the parties in writing.  Failure to pay the
obligations in full under this Note within said  applicable  period shall result
in an event of  default.  The  Company  hereby  agrees to escrow up to seven (7)
requests  for advances  under the Standby  Equity  Distribution  Agreement in an
amount not less than TWENTY FIVE THOUSAND DOLLARS  ($25,000) and one (1) request
for  advance  in an  amount  not less than  THIRTY-TWO  THOUSAND  THREE  HUNDRED
THIRTY-ONE DOLLARS AND FIFTY-ONE CENTS ($32,331.51) (individually referred to as
an "Advance Notice"  collectively  referred to as "Advance Notices") and, on the
Effective Date, eleven million (11,000,000) 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 Escrowed  Shares
will be held in escrow by the  David  Gonzalez,  Esq.  who  shall  release  such
requests to the Holder every seven (7) calendar  days  commencing on January 17,
2005 or the  Effective  Date,  whichever  is later.  The  Holder may at its sole


<PAGE>

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. 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.  At the  Holder's  option the interest due
hereunder shall be paid when due either in Common Stock or cash.

      The  Company  hereby  acknowledges  that David  Gonzalez,  Esq. is general
counsel  to the  Holder,  a partner  in the  general  partner  of the Holder and
counsel to the  Holder in  connection  with the  transactions  contemplated  and
referenced herein and will be acting as the escrow agent for Advance Notices and
shares of the Company's  Common Stock as outlined  herein and in the Irrevocable
Transfer Agent  Instructions  dated the date hereof.  The Company agrees that in
the  event of any  dispute  arising  in  connection  with  this  transaction  or
otherwise in  connection  with any  transaction  or agreement  contemplated  and
referenced  herein, the Escrow Agent shall be permitted to continue to represent
the Investor and the Company will not seek to disqualify such counsel.

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.

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


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<PAGE>

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.

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.


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<PAGE>

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:                   Instapay Systems, Inc.
                                 98 Shoreline Way
                                 Hampton, GA 30228
                                 Attention:   Harry Hargens, President
                                 Telephone:   (770) 471-4944
                                 Facsimile:   (770) 471-5686

With Copy to:                    Kirkpatrick & Lockhart LLP
                                 201 South Biscayne Boulevard - Suite 2000
                                 Miami, FL  33131-2399
                                 Attention:   Clayton E. Parker, Esq.
                                 Telephone:   (305) 539-3300
                                 Facsimile:   (305) 358-7095

If to the Company:               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


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<PAGE>

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.

                                                CORNELL CAPITAL PARTNERS, LP

                                                By: Yorkville Advisors, LLC
                                                Its: General Partner

                                                By: ____________________________
                                                Name: Mark Angelo
                                                Its:  Portfolio Manager

                                                INSTAPAY SYSTEMS, INC.

                                                By: ____________________________
                                                Name:  Harry Hargens
                                                Title: President


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