PROMISSORY NOTE

$690,000                                               April 26, 1999
                                                    Marietta, Georgia

FOR VALUE RECEIVED, the undersigned ELECTRONIC TRANSACTIONS AND
TECHNOLOGIES, INC., a Nevada corporation ("Maker"), promises to
pay to the order of UNIPAY, INC., a North Carolina Corporation
(together with any subsequent holder hereof, "Holder"), at 3773
Northwest 126th Avenue, Building 1, Coral Springs, Florida 33065,
or such other place as Holder may from time to time designate in
writing, the principal sum of Six Hundred Ninety Thousand Dollars
($690,000), together with interest thereon at a fixed rate per
annum of Eight and One Half Percent (8.5%) (the "Interest Rate")
computed on the basis of a 360-day year for the actual number of
days elapsed (including the first day but excluding the last
day).  This Promissory Note shall be referred to herein as this
"Note."

Interest shall be computed on a daily basis by applying the
Interest Rate effective on that day as a daily rate to the
outstanding principal balance as of that day.  The outstanding
principal balance under this Note as of any day shall be the
outstanding principal balance as of the beginning of such day
(exclusive of interest) less any payments of principal credited
to Maker's account on that day.

Principal only payments shall be due and payable hereunder in the
amounts and on the dates set forth in points (i) through (viii)
below:

(i)  the sum of Twenty-Five Thousand Dollars ($25,000) due and payable
on May 4, 1999;

(ii)  the sum of Twenty-Five Thousand Dollars ($25,000) due and payable
on June 15, 1999;

(iii)  the sum of Thirty Thousand Dollars ($30,000) due and payable on
July 6, 1999;

(iv)  the sum of Ten Thousand Dollars ($10,000) due and payable on July
27, 1999;

(v)  the sum of Five Thousand Dollars Per Month ($5,000/month), due
and payable on the fifteenth (15th) day of each month, commencing
August 15, 1999 and continuing to and including July 15, 2000;

(vi)  the sum of Seven Thousand Dollars Per Month ($7,000/month), due
and payable on the fifteenth (15th) day of each month, commencing
August 15, 2000, and continuing to and including July 15, 2001;

(vii)  the sum of Eight Thousand Dollars Per Month ($8,000/month), due
and payable on the fifteenth (15th) day of each month, commencing
August 15, 2001 and continuing to and including July 15, 2002;
and

(viii)  the sum of Ten Thousand Dollars Per Month ($10,000/month), due
and payable on the fifteenth (15th) day of each month, commencing
August 15, 2002 and continuing to and including July 15, 2003.

On August 15, 2003, or such earlier date as payment of the
indebtedness evidenced hereby shall be due, whether by mandatory
prepayment, acceleration or otherwise (the "Maturity Date"), the
sum of Two Hundred Forty Thousand Dollars ($240,000), plus all
other amounts representing the entire outstanding principal
balance of this Note, together with accrued interest and all
other sums then outstanding under this Note, shall be due and
payable.

In the event any required payment on this Note is not received by
Holder on the date that said payment is due, Maker shall pay
Holder, in addition to the amount of the required payment, a late
charge equal to four percent (4%) of the payment not so received,
the parties agreeing that said charge for the late payment and
shall not be deemed a penalty.  Notwithstanding the foregoing,
neither the assessment nor the collection of any late fee shall
waive, excuse, or cure Maker's failure to remit any amount owned
hereunder on its due date, and such failure shall nevertheless
constitute an "Even of Default" hereunder.

This Note may be prepaid in whole or in part without premium or
penalty.  Each prepayment other than full payment shall be in the
minimum amount of Ten Thousand Dollars ($10,000).

Each payment under this Note received by Holder prior to 2:00
p.m. (Eastern Standard Time) on any business day shall be
credited as of that day.  Any payment received by Holder at or
after 2:00 p.m. (Eastern Standard Time) on any business day, or
at any time on a non-business day, shall be deemed received as of
the next business day.  Business days are days other than
Saturdays, Sundays and legal holidays.

All payments shall be made in lawful money of the United States
of America and shall be applied first to fees and costs,
including collection costs, if any, next to interest, and then to
principal.

Notwithstanding any other provision of this Note or of any
document, instrument or agreement securing or executed in
connection with this Note, the total liability for payments of
interest and payments in the nature of interest, including all
charges, fees, exactions or other sums that may at any time be
deemed to be interest ("Interest") shall not exceed the highest
rate of interest allowed by applicable law.  In the event the
obligation to pay interest hereunder or under any such other
document, instrument or agreement shall, for any period or for
any reason whatsoever, result in an effective rate of interest
which exceeds the limit imposed by applicable law, such excess,
upon receipt thereof by Holder, shall be applied, without further
agreement or notice, first to the reduction of the outstanding
principal balance of this Note with the excess, if any being then
repaid to Maker.  Holder agrees to accept such sums as a penalty-
free prepayment of principal, unless Holder at any time elects,
by notice in writing, to waive, reduce or limit the collection of
any sums in excess of those lawfully collectable as interest
rather than accept those sums as a prepayment of principal.  The
parties hereto acknowledge that Maker does not intend or expect
to pay, nor does Holder intend or expect to charge or collect any
Interest under this Note greater than the highest nonusurious
rate of interest that may be charged under applicable law.

Maker, together with all endorsers, guarantors, sureties and
other parties liable for the payment of any sum or sums due or to
become due under the terms of this Note, jointly and severally
agree to pay all costs of collection of this Note, including
reasonable attorney's fees, paralegal's fees and other legal
costs (including court costs) incurred in connection with
consultation, arbitration, and litigation (including trial,
appellate, administrative and bankruptcy proceedings) regardless
of whether or not suit is brought, and all other costs and
expenses incurred by Holder in exercising its rights and remedies
hereunder or under any document, instrument or agreement securing
this Note.  Such costs of collection shall bear interest at the
lower of : (i) a per annum rate of eighteen percent (18%),  or
(ii) the highest rate permitted under applicable law (such lower
rate of (i) or (ii) being referred to herein as the "Default
Rate").

This Note is given pursuant to the Stock Purchase Agreement dated
April 12, 1999 between Maker, Holder, Shop While You Wait, Inc.
("SWYW"), a North Carolina corporation, Thomas S. Hughes
("Hughes"), and Harry Hargens, an adult individual currently
residing in Hampton, Georgia (the "Stock Purchase Agreement").
All capitalized terms not defined in this Note shall have the
meanings ascribed thereto in the Stock Purchase Agreement.

This Note is secured by a Security Agreement of even date
herewith (the "Security Agreement") between Holder and SWYW, the
Continuing Guaranty of even date hereof of Hughes and SWYW and by
other related security instruments.

The obligation of Maker to make payment hereunder are absolute
and unconditional and shall not be subject to diminution or delay
by set off, counterclaim, abatement or otherwise.

As used in this Note, the term "Obligations" shall mean,
collectively, all payment and performance duties, liabilities,
obligations, representations, warranties, covenants, and
indebtedness of Maker, SWYW, or Hughes to Holder, whether direct
or indirect, absolute or contingent, due or to become due,
monetary or non-monetary, secured or unsecured, liquidated or
non-liquidated, now existing or hereafter arising, however
acquired, and whether on open account, evidenced by an
instrument, arising out of contract (including under any
Transaction Document or any "Miscellaneous Services Agreement"
(as such term is defined in the Software License and Support
Agreement of even date herewith between Holder and SWYW (the
"Software License and Support Agreement")), tort, the
Transactions, or otherwise.  As used in this Note, the term
"Obligor" shall mean each of Maker, SWYW, Hughes, and any other
party primarily, secondarily or contingently liable on any of the
Obligations.

Each of the following shall constitute an "Even of Default"
hereunder:

(i)  if any payment under this Note is not paid when due, or Maker
fails to perform any other Obligation hereunder when due, it
being agreed that time is of the essence with respect to all such
payments and other Obligations hereunder;

(ii)  any other failure by any Obligor (including Maker) to pay or
perform any Obligation not described in point (i) above,
including any failure by SWYW to pay or perform when due any
Obligation under the Software License and Support Agreement or
any Miscellaneous Services Agreement;

(iii)  any warranty or representation made by any Obligor (including
Maker) to Holder (including in any Transaction Document) proves
to be or becomes false or materially misleading either as of the
time made or thereafter;

(iv)  any Obligor makes an assignment for the benefit of creditors,
files a petition in bankruptcy, petitions or applies to any
tribunal for the appointment of a custodian, receiver or trustee
for such Obligor or a substantial part of any of such Obligor's
assets, or commences any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now or
hereafter in effect, or any such petition or application is filed
against any Obligor, or any such proceeding is commenced against
any Obligor; or

(v)  any Obligor admits in writing its inability, or is generally
unable, to pay its debts as they become due, or any Obligor, by
any act or omission, indicates its consent to, approval of or
acquiescence in any petition, application, proceeding or order
for relief or the appointment of a custodian, receiver or trustee
for such Obligor or any substantial part of any such Obligor's
properties, or suffers any such custodianship, receivership or
trusteeship.

Upon the occurrence of any Event of Default, the entire
outstanding principal balance of this Note, together with all
accrued and unpaid interest, and all other amounts owed
hereunder, shall, at the option of Holder and without notice (any
notice of such Event of Default being hereby waived by Maker),
become immediately due and payable and may be collected
forthwith, and Holder may exercise any and all rights and
remedies provided herein or any other Transaction Document, or at
law, or in equity.  After the Maturity Date or the occurrence of
an Event of Default, the outstanding principal balance of this
Note and, to the extent permitted by applicable law, accrued and
unpaid interest, shall bear interest at the Default Rate.

Maker, endorsers, guarantors, sureties and all other parties
liable for the payment of any sum or sums due or to become due
under the terms of this Note waive all applicable exemption
rights and also waive valuation and appraisement, demand,
presentment, protest and demand, and notice of protest, demand
and dishonor, and nonpayment of this Note, and agree that Holder
shall have the right, without notice, to deal in any way at any
time with any party hereto, or to grant any extension or
extensions of time for payment of any of said indebted ness or
any other indulgences or forbearance whatsoever, or may release,
exchange or substitute any of the security for this Note or may
release Maker or any endorsers, guarantors or sureties of this
Note, in each case, without in any way affecting the liability of
any other party liable for the payment of this Note.

No delay or omission on the part of Holder in exercising its
rights under this Note, or delay or omission on the part of
Holder in exercising its rights hereunder or under any
instrument, document or agreement securing or executed in
connection with this Note, or course of conduct relating thereto,
shall operate as a waiver of such rights or any other right of
Holder, nor shall any waiver by Holder of any such right or
rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion.  Acceptance by
Holder of any payment after its due date shall not be deemed a
waiver of the right to require prompt payment when due of all
other sums, and acceptance of any payment after Holder has
declared the indebtedness evidenced by this Note due and payable
shall not cure any Event of Default or operate as a waiver of any
right of Holder.

Time is of the essence with respect to each and every Obligation
under this Note.

Any notice to Maker or Holder provided for in this Note shall be
given in accordance with the notice provisions of the Stock
Purchase Agreement.

This Note shall be governed by and construed in accordance with
the laws of the State of Florida, without regard to its conflict
of laws principles.

As used in this Note, (i) the words "include, includes,
including" and all variations of thereof shall mean including,
but not limited to, (ii) the word "or" shall include the meaning
and/or, and (iii) the words "herein, hereon, hereof, hereto,
hereby, and hereunder" and similar terms shall refer to this
Note.

This Note may not be changed or waived orally, but only by
an agreement in writing and signed by the party against whom
enforcement of any change or waiver is sought.  This Note shall
be binding upon Maker and any endorsers, guarantors, sureties and
other parties liable for this Note and their respective personal
representatives, heirs, devisees, successors and assigns, and
shall inure to the benefit of Holder and its personal
representatives, heirs, devisees, successors and assigns.

IN WITNESS WHEREOF, the undersigned has executed this note as of
the day and year first above written.

                                        Electronic Transactions
                                        And Technologies, Inc.,
                                        A Nevada Corporation


                                        By: __________________________
                                        /s/Thomas S. Hughes
                                        Title:  Chairman & CEO