PROMISSORY NOTE



   $440,000                                     January 2, 1997


            For value received, the undersigned, David E. Y. Sarna
(the "Maker"), residing at 625 North Forest Drive, Teaneck, New
Jersey  07666, promises to pay to ObjectSoft Corporation (the
"Payee"), at the business address of the Payee located at
Continental Plaza Building III, 433 Hackensack Avenue,
Hackensack, New Jersey 07601, the principal sum of   Four Hundred
Forty Thousand Dollars ($440,000),  payable on May 31, 1998 (the
"Maturity Date"), together with accrued interest at the rate of
eight percent (8%) per annum on the outstanding principal amount.

            At all times after the Maturity Date and/or during the
continuance of an Event of Default (as hereinafter defined),
interest shall accrue on any unpaid principal amount outstanding
under this Note, and shall be payable by the Maker upon demand of
the Payee, at a rate equal to ten percent (10%) per annum (the
"Default Rate").


            The Maker may prepay this Note in whole or in part at
any time without penalty or premium.

            All payments by the Maker on account of principal,
interest or fees hereunder shall be made in lawful money of the
United States of America in immediately available funds.  All
payments of principal and other amounts, if any, due the Payee
pursuant to this Note shall be made by 12:30 P.M. (New York City
time) on the date payment is due to the Payee at its offices at
the address set forth above, and, or as otherwise instructed by
the Payee.  All advances and payments made pursuant to this Note
may be recorded by the Payee on its books and records, and such
records shall be conclusive as to the existence and amounts
thereof absent manifest error. Should any payment become due and
payable on other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day.  Any payment
received by the Payee hereunder shall be applied in the following
order of priority: (a) first, to the payment or reimbursement of
any fees, costs or expenses incurred by the Lender in connection
with the enforcement of Payees rights hereunder, (b) second, to
the payment of any accrued but unpaid interest, and (c) third to
the reduction of any portion of the principal amount then
outstanding hereunder.

            This Note is subject to the express condition that at
no time shall the Maker be obligated or required to pay interest
on the principal balance due hereunder at a rate which could
subject the Payee to either civil or criminal liability as a
result of being in excess of the maximum interest rate which the
Maker is permitted by applicable law to contract or agree to pay.
If by the terms of this Note, the Maker is at any time required
or obligated to pay interest on the principal balance due
hereunder at a rate in excess of such maximum rate, the interest
rate that would be applicable hereunder but for the provisions of
this section shall be deemed to be immediately reduced to such
maximum rate and any payments in excess of the maximum rate shall
be deemed to have been payments in reduction of principal and not
on account of the interest due hereunder.  Notwithstanding the
foregoing, the Maker will not be obligated to pay interest in
excess of ten percent (10%) per annum.


            In the event of the loss, theft or destruction of this
Note, the Maker shall execute and deliver an identical new Note
to the Payee in substitution therefor upon the Makers receipt of
(i)  notice from the Payee confirming such event and (ii) an
indemnity agreement from (and in such form and substance as
may be acceptable to) the Payee if requested by the Maker.
In the event of mutilation of or other damage to this Note,
the Maker shall execute and deliver an  identical new Note to
the Payee in substitution therefore, following which the
Payee will return the mutilated or damaged Note to the
Maker.


            If any of the following events (each such event, an
"Event of Default") shall occur and be continuing:

   i.       The Maker shall fail to make any payment of principal
of or interest on this Note (including, without limitation, any
mandatory prepayment of principal) or any other amount when due
(or, if applicable, when demanded by the Payee) hereunder;


ii.   The Maker shall default in any material respect in the
performance or observance of any covenant or agreement contained
in this Note; and


iii.  The Maker shall become insolvent, make an assignment for
the benefit of creditors, file a petition in bankruptcy, be
adjudicated insolvent or bankrupt, admit in writing his inability
to pay his debts as they mature, petition or apply for, consent
to, or acquiesce in the appointment of, a trustee or receiver of
it property or for a substantial part of his property; or any
other bankruptcy, reorganization, debt arrangement or other
proceeding under any bankruptcy or insolvency law, or any
dissolution or liquidation proceeding shall be instituted by or
against the Maker or any guarantor, and if instituted, shall be
consented to or acquiesced in or shall not be dismissed or, if
contested, stayed within a period of thirty (30) days; or any
judgment, writ of attachment or execution or any similar process
involving an amount in excess of $100,000 shall be issued or
levied against a substantial part of the property of the Maker
and shall not be released, stayed, bonded or vacated within a
period of thirty (30) days after its issue or levy;
then, and in any such event, the Payee may declare the entire
unpaid principal amount of this Note and any interest,  fees and
expenses, if any, accrued and unpaid hereunder to be forthwith
due and payable, whereupon the same shall become and be forthwith
due and payable, without presentment, demand, protest or notice
of any kind, all of which are hereby expressly waived by the
Maker.


            No failure on the part of the Payee 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 Payee of
any right hereunder preclude any other or further exercise
thereof or the exercise of any other rights.  The remedies herein
provided are cumulative and not exclusive of any remedies
provided by law.


            The Maker shall reimburse the Payee for all fees, costs
and expenses incurred by the Payee, including (without
limitation) the reasonable fees and disbursements of counsel to
the Payee, in connection with enforcement of the Payee's rights
hereunder.


            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 Payee and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for
which given.


            This Note shall be deemed to be a contract made under
the laws of the State of New Jersey and shall be construed in
accordance with the laws of said State without regard to
principles of conflict of laws or choice of law.


            Whenever in this Note reference is made to any party,
such reference shall be deemed to include the successors,
assigns, heirs and legal representatives of such party, and,
without limiting the generality of the foregoing, all
representations, warranties, covenants and other agreements made
by or on behalf of the Maker in this Note shall inure to the
benefit of the successors and assigns of the Payee; provided,
however, that nothing herein shall be deemed too authorize or
permit the Maker to assign any of his rights or obligations under
this Note to any other person, and the Maker covenants and agrees
that it shall not make any such assignment.  The Payee from time
to time may assign and/or grant participation interests to one or
more other persons of all or any portion of its rights and
interests and/or obligations under this Note of its rights to
payments of principal and /or interest under the Note, and may
take any and all reasonable actions necessary or appropriate in
connection with any such assignment, all without notice to or
consent of the Maker or any other person.


            The provisions of this Note are severable, and if any
provision shall be held invalid or unenforceable in whole or 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.


   The Maker hereby irrevocably consents to the
jurisdiction and venue of any New Jersey State or Federal court
located in Bergen County, New Jersey, over any action or
proceeding arising out of any dispute between the Maker and the
Payee under this Note or otherwise, and the Maker further
irrevocably consents to the service of process in any such action
or proceeding by the mailing of a copy of such process to the
Maker at the address set forth in the first paragraph of this
Note.  THE MAKER AND THE PAYEE HEREBY WAIVE TRIAL BY JURY IN ANY
LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR
ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, OR THE
VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT
HEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING, BETWEEN
THE MAKER AND THE PAYEE.





                                                /s /David E.Y. Sarna
                                                David E. Y. Sarna

ACCEPTED AND AGREED:


OBJECTSOFT CORPORATION



By:/s /George J. Febish

George J. Febish, President