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EXHIBIT 10.5

PROMISSORY NOTE

[DATE]

Lodi, CA

     The undersigned, PayStar Communications, Inc., a Nevada corporation
("Maker"), promises to pay Intermountain Marketing Associates, LLC a Utah
limited liability company or holder ("Payee"), the principal sum of
_________________ and no/100 Dollars ($_______) with initial simple interest
at the rate of 13.35% per annum, on the outstanding principal balance only,
commencing on the date of closing and continuing on the first day of each
quarter during the term until fully paid.  All principal and unpaid and
accrued interest is due and payable in nine (9) months from the date of the
issuance of this Secured Note (the "Maturity Dates").

     1.     Payment of Principal and Interest.  All principal and unpaid
accrued interest on this Secured Note will be due and payable (i) on the
Maturity Date, or (ii) upon an event of default.  In the event of default, the
Noteholder may declare the entire outstanding balance of the Secured Note
immediately due and payable, due to such event of default.

     2.     Right of Prepayment.  This note may not be prepaid prior to
maturity unless authorized by the Securities Laws of the specific state.  If
prepayment is requested, and made, the Payee shall forfeit all accrued and
unpaid interest.

     3.     Security.  The Secured Note is secured in part by a perfected
security interest in revenues from various telecommunication and income
opportunities, and title documents of Equipment (the Collateral). The security
interest is perfected by possession of documents comprising the Collateral by
the Payee.  In the event of default, the Payee may, among other actions,
perform, collect and enforce the terms and conditions of the Contracts until
the Secured Notes have been paid in full.

     4.     Event of Default Acceleration.  Maker's failure to make any
payments, and/or give notice of its intention to extend the term and maturity
date of this Secured Note, within twenty-one (21) days after the due date for
such payment or notice shall result in a default.  In the event of default,
the Noteholder shall have the right to declare the entire principal, and
accrued but unpaid interest on the Secured Note immediately due and payable.

     5.     Secured Note is Non Recourse.  In the event of Maker's default,
Payee shall look to the Contracts and not to assets of the Maker or Trustee,
or any of the shareholders, officers, or directors of the Trustee or Maker.

     6.     Amendments.  This Secured Note may not be amended without the
prior written consent of the Noteholder, provided that, no amendment reducing
the interest or principal, or extending the Maturity Date, may be made without
prior written consent of the Payee who is affected by the amendment.

     7.     Costs of Collection.  Payee shall be entitled to collect
reasonable attorney's fees and costs from the Maker, as well as other costs
and expenses reasonably incurred, in curing any default or attempting
collection of any payments due on this Secured Note.

     8.     Inspection Rights and Reports.  The Payee, individually or through
his agent, shall have the right, upon reasonable notice and at his expense, to
review and inspect the books and records of the Maker at Maker's office during
reasonable business hours.

     9.     Payment.  This Secured Note shall be payable in lawful money of
the United States.  The Payee may choose, at its sole discretion, to elect the
repayment of this Secured Note in stock (the Maker's own or its holdings),
stock options, or the like from the Maker.

     10.     Governing Law/Jurisdiction/Venue.  This note has been made and is
to be performed in the State of California, County of San Joaquin and the
rights and obligations of the parties shall be interpreted and enforced in
accordance with the laws thereof.

     11.     Arbitration.  Any controversy or dispute arising out of, or
relating to the Note, or the breach thereof, shall be settled by arbitration.
Such arbitration shall be effected by arbitrators selected as hereinafter
provided, and shall be conducted in San Joaquin County, California, in
accordance with the Rules of the American Arbitration Association existing at
the date thereof.

     The dispute shall be submitted to three arbitrators who are listed on the
securities panels of the American Arbitration Association, one arbitrator
shall be selected by Payee and Maker.  In the event that Maker and Payee,
within ten (10) days hereunder, shall not have selected its arbitrator and
given notice thereof to the other, such arbitrator shall be selected by the
American Arbitration Association.

     Judgment may be entered on any decision rendered by the arbitrators in
the Federal or State Court located within the County of San Joaquin, State of
California.  Payee and Maker shall each bear costs of the fees and expenses of
the arbitrators selected by or for it.

     12.     Transferability.  This Note may be transferred or assigned by
Payee as Payee wishes or as is applicable under contractual agreement.

     13.     Limited Offering.  THIS NOTE IS A SECURITY THAT HAS NOT BEEN
REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD,
ASSIGNED, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933.

     IN WITNESS WHEREOF, Maker has executed this Secured Promissory Note as of
the day first herein above written.

     "Maker"

     PayStar Communications, Inc.
     A Nevada Corporation

     By

     /s/ Harry T. Martin
         Harry T. Martin, CFO/Treasurer