<PAGE>
EXHIBIT 10.10

Date: July 1, 2000
Amount:  $197,500.00


PAYSTAR COMMUNICATIONS, INC.


PROMISSORY NOTE

_______________


Convertible into
Common Stock
of
PayStar Communications Corporation
(A Nevada Corporation)

_______________


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF
THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.

_______________

     PayStar Communications, Inc., a corporation duly organized and existing
under the laws of the State of Nevada (hereinafter referred to as the
"Maker"), for value received, hereby promises to pay to the following
registered holder hereof at the address stated,

     Payphones, Inc.
          3613 N. Arnoult Road
          Metairie, LA 70002
          Attn: Greg Muro, President

the principal sum of one hundred ninety-seven thousand five hundred dollars
($197,500) in such lawful money of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts,
on the terms and at the time hereinafter provided.

     This Note is also subject to the further terms and provisions:

     1.     Payment and Interest.  This Note shall be due and payable on or
before nine months from the date hereof (the "Maturity Date").  The Maker
shall pay to the holder of this Note interest on the principal amount of this
Note at the rate of 10% per annum commencing as of the date hereof.

     2.     Conversion.

          a.     Subject to and in compliance with, the provisions contained
herein, the holder of this Note is entitled, at its option, on or after the
Maturity Date, or in case this Note or some portion hereof shall have been
called for prepayment prior to such date, then, in respect of this Note or
such portion hereof, until and including, but not after, the close of business
within 30 days of the date of notice of prepayment, to convert this Note (or
any portion thereof), into fully paid and nonassessable shares (calculated as
to each conversion to the nearest share) of common stock (the "Shares") of the
PayStar Communications Corporation (the "Issuer") by surrender of this Note,
duly endorsed (if so required by the Issuer) or assigned to the Issuer or in
blank, to the Issuer at its offices, accompanied by written notice to the
Issuer, in the form set forth below, that the holder hereof selects to convert
this Note or, if less than the entire principal amount hereof is to be
converted, the portion hereof to be converted.  Such conversion shall be
effected at the rate of one share of common stock of the Issuer for each $2.00
of principal or interest converted.  No fractions of Shares will be issued on
conversion, but instead of any fractional interest, the Issuer will round up
such fractional share to the next whole share.

          b.     If the Issuer shall at any time subdivide its outstanding
shares of common stock by recapitalization, reclassification or split-up
thereof, or if the Issuer shall declare a stock dividend or distribute shares
of its common stock to its stockholders, the number of Shares convertible
pursuant to this Note immediately prior to such subdivision shall be
proportionately increased in each instance, and if the Issuer shall at any
time combine the outstanding shares of common stock by  recapitalization,
reclassification or combination thereof, the number of Shares convertible
pursuant to this Note immediately prior to such combination shall be
proportionately decreased in each instance.

          c.     Whenever the number of Shares convertible pursuant to this
Note is required to be adjusted, the conversion price shall be adjusted (to
the nearest cent) in each instance by multiplying such conversion price
immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of Shares purchasable upon the conversion of this Note
immediately prior to such adjustment, and (y) the denominator of which shall
be the number of Shares so convertible immediately thereafter.

     3.     Prepayment.  This Note is subject to prepayment, in whole or in
part, at any time upon not less than 30 days notice by certified or registered
mail at the election of the Maker.  Prepayment shall be effected by paying the
amount equal to the outstanding principal amount of this Note, plus all
interest accrued to the date of prepayment.  During the 30 days following the
date of any notice of prepayment, the holder shall have the right to convert
this Note to the common stock of the Maker, on the terms and conditions
provided for in paragraph 2 above.

     4.     Limitations on Right of Conversion.  Following receipt of the
written notice of intention to convert the Note, the Issuer shall take such
steps as it deems appropriate to permit conversion of the Note as specified in
the notice and to issue such Shares pursuant to a valid exemption from
registration or qualification under applicable federal and state securities
laws; provided, that in no event shall the Issuer be required to consent to
the general service of process or to qualify as a foreign corporation in any
jurisdiction where the Note holder resides if such jurisdiction is different
than such Note holder's residence when the Note was originally offered and
sold.  In order to comply with exemptions from the registration requirements
of the Act and certain state securities statutes, the Issuer may require the
holder of this Note to make certain representations and execute and deliver to
the Issuer certain documents as a condition to exercise of conversion rights
hereunder, all in form and substance satisfactory to the Issuer as determined
in its sole discretion.  In the event the Issuer reasonably determines that
the Note cannot be converted in compliance with applicable federal and state
securities laws in the absence of registration or qualification under such
statutes, the Issuer shall be under no obligation to permit conversion of the
Note and issue any shares of common stock pursuant hereto.  The Issuer shall
utilize its best efforts to qualify such Shares for sale under the applicable
state laws in those jurisdictions in which the holder of the Note resides at
the time of conversion.  If, notwithstanding such efforts to qualify such
Shares for sale in such state, the Issuer is unable to so qualify such Shares
for sale in such state, the Shares delivered shall be subject to applicable
restrictions on their transfer under the laws of such state or, if no
exemption from registration is available, this Note shall not be convertible.

     5.     Satisfaction and Discharge of Note.  This Note shall cease to be
of further effect (except as to any surviving rights of conversion, transfer,
or exchange of the Note herein expressly provided for) when:

          a.     The Maker has paid or caused to be paid all sums payable
hereunder by the Maker, including all principal amounts and interest accrued
under the Note; and

          b.     All the conditions precedent herein provided for relating to
the satisfaction and discharge of this Note have been complied with.

     6.     Events of Default.  "Event of Default," when used herein, whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law pursuant to any judgment,
decree, or order of any court or any order, rule, or regulation of any
administration or government body or be caused by the provisions of any
paragraph herein means any one of the following events:

          a.     Default in the payment of any interest on this Note when it
becomes due and payable, and continuance of such default for a period of 30
days; or

          b.     Default in the payment of the principal amount of this Note
when due, whether at maturity, upon prepayment, or otherwise; or

          c.     Default in the performance or breach of any covenant or
warranty of the Maker in this Note (other than a covenant or warranty, the
breach or default in performance of which is elsewhere in this section
specifically dealt with), and continuation of such default or breach for a
period of 30 days after there has been given to the Maker by registered or
certified mail, by the holder of this Note, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a notice of default hereunder; or

          d.     The entry of a decree or order by a court having jurisdiction
in the premises adjudging the Maker a bankrupt or insolvent under the Federal
Bankruptcy Act or any other applicable federal or state law, or appointing a
receiver, liquidator, assignee, trustee (or other similar official) of the
Maker or of any substantial part of its property , or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or

          e.     The institution by the Maker of proceedings to be adjudicated
a bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or a filing by it of a petition or
answer or consent seeking reorganization or relief under the Federal
Bankruptcy Act or any other applicable federal or state law; or the consent by
it to the filing of any such petition or the appointment of a receiver,
liquidator, assignee, trustee (or other similar official) of the Maker or of
any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Maker in furtherance of any such action.

     7.     Acceleration of Maturity.  If an Event of Default occurs and is
continuing then, in every such case, the holder of this Note may declare the
principal of this Note to be due and payable immediately, by a notice in
writing to the Maker of such default, and upon any such declaration, such
principal shall become immediately due and payable.  At such time after such
declaration of acceleration has been made, and before a judgment or decree for
payment of money due has been obtained by the holder, the holder of this Note,
by written notice to the Maker, may rescind and annul such declaration and its
consequences, if all Events of Default, other than the nonpayment of the
principal of this Note which has become due solely by such acceleration, has
been cured or waived.  No such rescission shall affect any subsequent default
or impair any right consequent thereon.

     8.     Restrictions.  The holder of this Note, by acceptance hereof, both
with respect to the Note and the Shares to be issuable upon conversion of the
Note, represents and warrants as follows:

          a.     The Note and the Shares are being acquired for the holder's
own account to be held for investment purposes only and not with a view to, or
for, resale in connection with any distribution of such Note or Shares or any
interest therein without registration, an applicable exemption from
registration, or other compliance under the Act, and the holder hereof has no
direct or indirect participation in any such undertaking or in underwriting
such an undertaking.

          b.     The holder hereof has been advised and understands that the
Note and the Shares have not been registered under the Act and the Maker and
Issuer are under no obligation to register the Note and/or the Shares under
the Act.

     9.     Default Costs.  Should the Maker or the holder of this Note
default in any of the covenants, conditions, or promises contained herein, the
defaulting party shall pay all costs and expenses, including a reasonable
attorney's fee, which may arise or accrue therefrom, or in pursuing any remedy
provided hereunder or by the statutes of any state.

     10.     Rights Are Cumulative.  The rights and remedies granted to the
parties hereunder shall be in addition to and cumulative of any other rights
or remedies either may have under any document or documents executed in
connection herewith or available under applicable law.  No delay or failure on
the part of a party in the exercise of any power or right shall operate as a
waiver thereof nor as an acquiescence in any default nor shall any single or
partial exercise of any power or right preclude any other or further exercise
thereof or the exercise of any other power or right.

     11.     Waiver and Amendment.  None of the provisions hereof may be
changed, waived, terminated or discharged orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
termination or discharge is sought.

     12.     Notices.  All communications provided for herein shall be in
writing and shall be deemed to be given or made when served personally or when
deposited in the United States mail addressed, if to the Maker at 1110 West
Kettleman Lane, Suite 48, Lodi, CA  95240, Attention: Harry T. Martin, Chief
Financial Officer, or if to holder of this Note, at the address furnished to
the Maker by such holder, or at such other address as shall be designated by
any party hereto in written notice to the other party hereto delivered
pursuant to this paragraph.

     13.     Presentment Waiver.  The makers, guarantors, and endorsers
hereof, if any, severally waive presentment for payment, protest, and notice
of protest and of nonpayment of this Note.

                                   PayStar Communications, Inc.


                                   By /s/ Harry T. Martin
                                          Harry T. Martin
                                          Chief Financial Officer/Treasurer

<PAGE>
PayStar Communications Corporation


     Re:  Conversion of Note

Gentlemen:

     The undersigned owner of this Note hereby irrevocably exercises the
option to convert this Note or the portion hereof designated, into shares of
common stock of PayStar Communications Corporation, in accordance with the
terms of this Note, and directs that the shares issuable and deliverable upon
the conversion be issued in the name of and delivered to the undersigned
unless a different name has been indicated below.  If shares are to be issued
in the name of a person other than the undersigned, the undersigned will pay
any transfer taxes payable with respect thereto.

     Date:

                                   (Signature)

FILL IN FOR REGISTRATION OF SHARES


(Printed Name)                         (Social Security or other identifying
                                        number)

(Street Address)

(City, State, and ZIP Code)             Portion to be converted (if
                                         less than all)