SECURED PROMISSORY NOTE
                            -----------------------

$4,000,000                                                     JANUARY ___, 2003

SECTION 1.   PAYMENT  OF  NOTE.
             -----------------

     FOR VALUE RECEIVED, E MERCHANT PROCESSING, INCORPORATED (the "Borrower"), a
                                                                   --------
Colorado  corporation, hereby promises to pay to the order of IIG CAPITAL LLC as
agent  for  IIG  TRADE OPPORTUNITIES FUND N.V. or its successors or assigns (the
"Lender"),  at  its  offices  at 17 State Street, 18th Floor, New York, New York
--------
10004,  the  principal  sum of FOUR MILLION DOLLARS ($4,000,000), or such lesser
amount  as  may be advanced and outstanding hereunder, together with interest on
the  outstanding  principal balance from day to day remaining under this Secured
Promissory  Note  (this "Note") on the dates and in the amounts provided herein,
                         ----
until  the  amounts  advanced  hereunder  plus  interest  shall be paid in full.
Amounts  payable  hereunder  shall  be  payable to the Lender without set-off or
counterclaim by wire transfer of immediately available funds, in lawful money of
the  United  States of America, to the bank account of the Lender as provided by
the  Lender  in  writing  to  the  Borrower.

SECTION 2.   PAYMENTS; INTEREST.
             ------------------

     (a)  INTEREST  RATE.  The  principal  amount  outstanding from time to time
          --------------
hereunder shall bear interest at a rate equal to 19% per annum, calculated daily
on  the  basis  of  a  360-day  year  and  the  actual  number  of days elapsed.

     (b)  PAYMENTS.  The  accrued interest on this Note shall be due and payable
          --------
on  the  first day of each calendar month, beginning with February 1, 2003.  The
outstanding  principal on this Note shall be due and payable on the first day of
the  months  and  in  the  amounts  set  forth  in  the  following  table:

<TABLE>
<CAPTION>
PAYMENT DATE(S)                                 PAYMENT AMOUNT
----------------------------------------------  ---------------
<S>                                             <C>
Each of June 1, 2003 and July 1, 2003           $        50,000
----------------------------------------------  ---------------
Each of August 1, 2003, September 1, 2003 and   $       100,000
October 1, 2003
----------------------------------------------  ---------------
Each of November 1, 2003 and December 1, 2003   $       250,000
----------------------------------------------  ---------------
January 1, 2004                                 $     1,000,000
----------------------------------------------  ---------------
Each of February 1, 2004 and March 1, 2004      $       550,000
----------------------------------------------  ---------------
April 1, 2004                                   $     1,000,000
----------------------------------------------  ---------------
</TABLE>

In  addition,  all accrued and unpaid interest shall be due and payable on April
1,  2004  (the  "Maturity  Date").
                 --------------

     (c)  Default  Interest.  If  this  Note is not paid in full on the Maturity
Date  or  if  any  payment required under this Note is not made on the date that
such  payment  is  required or if any other Event of Default has occurred and is
continuing, default interest shall be payable on the unpaid


Secured Promissory Note -- Page 1
<PAGE>
amount  hereof  at  the rate of 21% per annum. All default interest on this Note
shall  be  calculated  on  the basis of a 360 day year, and the actual number of
days  elapsed.

     (d)  Limitation  on  Interest.  Notwithstanding  anything  herein  to  the
contrary, the interest (including default interest) payable by the Borrower with
respect to this Note shall not exceed the maximum amount permitted by applicable
law.

SECTION 3.  CONDITIONS  TO  LOANS.
             ---------------------

     Loans  will not be made by the Lender to the Borrower under this Note prior
to  the receipt by the Lender of all of the following, all in form and substance
satisfactory  to  the  Lender:

     (a)  RESOLUTIONS.  Duly  adopted  resolutions  of the Board of Directors of
          -----------
each  of the Borrower and the Parent which authorize the execution, delivery and
performance  of  the  Loan  Documents  to  which  it  is  or  is  to  be  party;

     (b)  CERTIFICATE  OF  INCUMBENCY.  A certificate of incumbency certified by
          ---------------------------
the  Secretary  of each of the Borrower and the Parent certifying as to the name
of  each  officer  (or  other representative) who is authorized to sign the Loan
Documents  to which it is or is to be a party, together with specimen signatures
of  each  such  officer  or  other  representative;

     (c)  ARTICLES  OF  INCORPORATION.  The  articles  or  certificate  of
          ---------------------------
incorporation  of each of the Borrower and the Parent certified by the Secretary
          -
of  State of the state of incorporation of such entity and dated as of a current
date;

     (d) BYLAWS.  The bylaws of each of the Borrower and the Parent certified by
         ------
the  Secretary  or  Manager  of  such  entity;

     (e)  GOOD STANDING CERTIFICATES.      Certificates of appropriate officials
          --------------------------
as  to  the  existence  and good standing of the Borrower in its jurisdiction of
incorporation  and  in  all  jurisdictions in which it is required qualify to do
business  as  a  foreign  corporation,  all  dated  as  of  a  current  date;

     (f)  LIEN  SEARCHES.  Lien searches in the name of the Borrower (and in all
          --------------
names  under  which any of them has done business within the last five years) in
each  jurisdiction  where  the  Borrower  maintains  an  office or has property,
showing  no  financing  statements or other lien instruments of record affecting
the  License  Agreement  or  the  Mexican  Bond;

     (h)  ASSIGNMENT,  PARENT  GUARANTY  AND  LICENSEE AGREEMENT.  Execution and
          ------------------------------------------------------
delivery  of  (i) the Assignment by the Borrower and any additional documents or
instruments  necessary for the Lender's perfection of the liens created thereby,
(ii)  the  Parent  Guaranty  by  the Parent, and (iii) an agreement, in form and
substance  satisfactory  to the Lender, from the Licensee to make payments owing
under  the License Agreement directly to the Lender for as long as any amount is
owing  under  this  Note;


Secured Promissory Note -- Page 2
<PAGE>
     (i)  MEXICAN  BOND.  Delivery  of the original Mexican Bond, accompanied by
          -------------
all required endorsements thereto executed in blank, and all assignment or other
documents  required  by  the  Lender  in  connection  with the Mexican Bond; and

     (j)  PAYMENT  OF FEES AND EXPENSES.  Evidence of payment of all fees, costs
          -----------------------------
and  expenses  of  or  incurred  by  the  Lender  and/or  its  legal  counsel.

SECTION 4.   REPRESENTATIONS AND WARRANTIES.
             ------------------------------

     The  Borrower  represents  and  warrants  to  the  Lender  that:

     (a)  ORGANIZATION; POWER AND AUTHORITY.  The Borrower is a corporation duly
          ---------------------------------
organized,  validly existing and in good standing under the laws of the State of
Colorado, and is duly qualified as a foreign corporation and is in good standing
in  each jurisdiction in which such qualification is required by law, other than
those  jurisdictions  as  to  which  the  failure  to be so qualified or in good
standing  would not, individually or in the aggregate, reasonably be expected to
have  a  Material  Adverse  Effect.  The  Borrower  has  the corporate power and
authority  to  own or hold under lease the properties it purports to own or hold
under  lease, to transact the business it transacts and proposes to transact, to
execute  and  deliver  this Note and to perform the provisions hereof and of the
other  Loan  Documents  to  which  it  is  a  party.

     (b)  AUTHORIZATION,  ETC.  This Note and the other Loan Documents have been
          --------------------
duly  authorized  by all necessary corporate action on the part of the Borrower,
and  this  Note  and  the  other  Loan Documents constitute the legal, valid and
binding  obligations  of  the  Borrower  enforceable  against  the  Borrower  in
accordance  with  their  respective terms, subject to (i) applicable bankruptcy,
insolvency,  reorganization,  moratorium  or  other  similar  laws affecting the
enforcement of creditors' rights generally and (ii) general principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity  or  at  law).

     (c)  COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.  The execution, delivery
          --------------------------------------------
and  performance  by the Borrower of this Note and the other Loan Documents will
not  (i)  contravene, result in any breach of, or constitute a default under, or
result  in  the  creation  of  any  lien  or other encumbrance in respect of any
property  of the Borrower or any subsidiary under, any indenture, mortgage, deed
of  trust,  loan,  credit  agreement, corporate charter or by-laws, or any other
material  agreement, lease or instrument to which the Borrower or any subsidiary
is a party or by which the Borrower or any subsidiary or any of their respective
properties may be bound or affected, (ii) conflict with or result in a breach of
any  of  the  terms, conditions or provisions of any order, judgment, decree, or
ruling  of  any  court,  arbitrator  or governmental authority applicable to the
Borrower  or  any  subsidiary  or  (iii) violate any provision of any statute or
other  rule  or  regulation  of  any  governmental  authority  applicable to the
Borrower or any subsidiary, which violation would reasonably be expected to have
a  Material  Adverse  Effect.

     (d)  GOVERNMENTAL  AUTHORIZATIONS,  ETC.  No  consent,  approval  or
          ----------------------------------
authorization  of, or registration, filing or declaration with, any governmental
authority  is required in connection with the


Secured Promissory Note -- Page 3
<PAGE>
execution,  delivery  or  performance by the Borrower of this Note or any of the
other  Loan  Documents  to  which  it  is  a  party.

     (e)  LITIGATION;  OBSERVANCE  OF  STATUTES  AND  ORDERS.  (i)  There are no
          --------------------------------------------------
actions,  suits  or  proceedings  pending  or, to the knowledge of the Borrower,
threatened  against  or affecting the Borrower or any subsidiary or any property
of  the  Borrower or any subsidiary in any court or before any arbitrator of any
kind  or  before  or  by any governmental authority that, individually or in the
aggregate,  would  reasonably  be  expected  to  have a Material Adverse Effect.

          (ii)  Neither  the Borrower nor any subsidiary is in default under any
order,  judgment,  decree  or  ruling  of  any court, arbitrator or governmental
authority  or  is  in  violation  of  any  applicable  law,  ordinance,  rule or
regulation (including without limitation environmental laws) of any governmental
authority,  which  default or violation, individually or in the aggregate, would
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     (f)  TAXES.  The  Borrower  and  its subsidiaries have filed all income tax
          -----
returns  that are required to have been filed in any jurisdiction, and have paid
all  taxes  shown  to be due and payable on such returns and all other taxes and
assessments  payable  by  them,  to  the  extent such taxes and assessments have
become  due  and  payable and before they have become delinquent, except for any
taxes  and  assessments  (i)  the  amount  of which, or the failure to file with
respect  to  which, is not individually or in the aggregate material or (ii) the
amount,  applicability or validity of which is currently being contested in good
faith  by  appropriate  proceedings  and with respect to which the Borrower or a
subsidiary,  as the case may be, has established adequate reserves in accordance
with  generally  accepted  accounting  principles.

     (g)  TITLE  TO  PROPERTY;  LEASES.  The  Borrower and its subsidiaries have
          ----------------------------
good title to their respective properties, in each case free and clear of liens,
except for (i) liens in favor of the Lender, and (ii) those defects in title and
liens  that, individually or in the aggregate, would not have a Material Adverse
Effect.  All  material leases are valid and subsisting and are in full force and
effect  in  all material respects except to the extent that the failure to be so
would  not,  individually  or  in the aggregate, have a Material Adverse Effect.

     (h)  LICENSES,  PERMITS,  ETC.  The  Borrower  and  its subsidiaries own or
          ------------------------
possess  all licenses, permits, franchises, authorizations, patents, copyrights,
service marks, trademarks and trade names, or rights thereto, that are material,
without  conflict  with  the  rights of others, except for those conflicts that,
individually  or  in  the  aggregate,  would not have a Material Adverse Effect.

     (i)  PRIVATE  OFFERING  BY  THE  BORROWER.  Neither the Borrower nor anyone
          ------------------------------------
acting  on its behalf has taken, or will take, any action that would subject the
issuance  or  sale of this Note to the registration requirements of Section 5 of
the  Securities  Act  of  1933,  as  amended.

     (j)  EXISTING  INDEBTEDNESS.  Neither the Borrower nor any subsidiary is in
          ----------------------
default,  and no waiver of default is currently in effect, in the payment of any
principal  of or interest on any Indebtedness of the Borrower or such subsidiary
and  no  event  or condition exists with respect to any such Indebtedness of the
Borrower  or  any  subsidiary  that would (i) permit (or that with notice or the


Secured Promissory Note -- Page 4
<PAGE>
lapse  of  time,  or  both,  would  permit)  one  or  more Persons to cause such
Indebtedness  to become due and payable before its stated maturity or before its
regularly  scheduled  dates  of  payment  or  (ii)  prevent  the Borrower or any
subsidiary  from  prepaying  any such Indebtedness without prepayment penalty or
premium.

SECTION 5.   COVENANTS.
             ---------

     In addition to the other undertakings herein contained, the Borrower hereby
covenants  to  the  Lender  that  so  long  as  any  amount payable hereunder is
outstanding  the  Borrower  shall  perform  the  following  obligations:

     (a)  OTHER  AGREEMENTS.  The  Borrower  shall  perform  and shall cause its
          -----------------
subsidiaries  to perform all of its and their respective obligations as and when
required  pursuant  and  with respect to (i) all Indebtedness of the Borrower or
such  subsidiary  outstanding from time to time, (ii) the License Agreement, and
(iii)  all  other  material  contracts  and  agreements.

     (b)  INFORMATION.  The  Borrower  shall  furnish  to  the  Lender:
          -----------

          (i)   promptly, such financial and other information as the Lender may
from  time  to  time  reasonably  request;

          (ii)  promptly, any  financial  and other  information provided to any
Person  that  has  provided  any  Indebtedness  to  the  Borrower  or any of its
subsidiaries;  and

          (iii) promptly,  any  financial and  other information provided to the
shareholders  or  members  of  the  Borrower.

     (c)  COMPLIANCE  WITH  LAW.  The  Borrower  will and will cause each of its
          ---------------------
subsidiaries  to  comply  with  all  laws,  ordinances  or governmental rules or
regulations  to  which  each  of them is subject, including, without limitation,
environmental  laws,  and  will  obtain  and  maintain  in  effect all licenses,
certificates,  permits,  franchises  and  other  governmental  authorizations
necessary  to  the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance  with  such laws, ordinances or governmental rules or regulations
or  failures  to  obtain  or  maintain  in  effect  such licenses, certificates,
permits,  franchises  and  other  governmental  authorizations  would  not,
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.

     (d)  INSURANCE.  The  Borrower will and will cause each of its subsidiaries
          ---------
to  maintain,  with  financially  sound  and  reputable insurers, insurance with
respect  to  their  respective properties and businesses against such casualties
and  contingencies,  of such types, on such terms and in such amounts (including
deductibles,  co-insurance  and  self-insurance,  if  adequate  reserves  are
maintained  with  respect  thereto)  as  is customary in the case of entities of
established  reputations engaged in the same or a similar business and similarly
situated.


Secured Promissory Note -- Page 5
<PAGE>
     (e)  MAINTENANCE  OF  PROPERTIES.  The Borrower will and will cause each of
          ---------------------------
its subsidiaries to maintain and keep, or cause to be maintained and kept, their
respective  properties  in  good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection therewith
may  be  properly  conducted  at all times, provided that this Section shall not
                                            --------
prevent  the Borrower or any subsidiary from discontinuing the operation and the
maintenance  of any of its properties if such discontinuance is desirable in the
conduct  of its business and the Borrower has concluded that such discontinuance
would  not,  individually  or  in the aggregate, have a Material Adverse Effect.

     (f)  PAYMENT  OF  TAXES.  The  Borrower  will  and  will  cause each of its
          ------------------
subsidiaries  to file all income tax or similar tax returns required to be filed
in  any  jurisdiction  and  to  pay  and discharge all taxes shown to be due and
payable  on such returns and all other taxes, assessments, governmental charges,
or  levies payable by any of them, to the extent such taxes and assessments have
become  due  and  payable  and before they have become delinquent, provided that
                                                                   --------
neither  the  Borrower nor any subsidiary need pay any such tax or assessment if
(i)  the  amount, applicability or validity thereof is contested by the Borrower
or  such  subsidiary  on  a  timely  basis  in  good  faith  and  in appropriate
proceedings,  and  the  Borrower or a subsidiary of the Borrower has established
adequate  reserves  therefor  in  accordance  with generally accepted accounting
principles  on  the  books  of  the  Borrower  or  such  subsidiary  or (ii) the
nonpayment  of  all  such  taxes  and  assessments  in  the  aggregate would not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     (g)  CORPORATE EXISTENCE, ETC.  The Borrower will at all times preserve and
          -------------------------
keep in full force and effect its corporate existence.  The Borrower will at all
times preserve and keep in full force and effect the corporate existence of each
of  its  subsidiaries  (unless  merged  or  consolidated  into the Borrower or a
subsidiary  of  the  Borrower) and all rights and franchises of the Borrower and
its  subsidiaries  unless,  in  the  good  faith  judgment  of the Borrower, the
termination  of  or  failure  to preserve and keep in full force and effect such
corporate  existence,  right  or  franchise  would  not,  individually or in the
aggregate,  have  a  Material  Adverse  Effect.

     (h)  MERGER,  CONSOLIDATION,  ETC.  The Borrower shall not consolidate with
          -----------------------------
or  merge  with  any  other  corporation  or  convey,  transfer  or lease all or
substantially  all  of  its  assets  in  a  single  transaction  or  series  of
transactions  to  any  Person.

     (i)  DISPOSITION OF PROPERTY.  The Borrower shall not, and shall not permit
          -----------------------
any  subsidiary  of  the Borrower to, sell, lease, assign, transfer or otherwise
dispose  of  its  or  their  property  or assets, except for (i) dispositions of
inventory  in  the ordinary course of business and (ii) dispositions of minor or
immaterial  amounts  of property or assets no longer used in the ordinary course
of  business.

     (j)  TRANSACTIONS  WITH  AFFILIATES.  The Borrower shall not, and shall not
          ------------------------------
permit any subsidiary of the Borrower to, enter into any transaction, including,
without limitation, the purchase, sale or exchange of property or assets, or the
rendering of any service, with any affiliate of the Borrower or such subsidiary,
except  in the ordinary course of and pursuant to the reasonable requirements of
the  Borrower's or such subsidiary's business and upon fair and reasonable terms
no less favorable to the Borrower or such subsidiary than would be obtained in a
comparable  arms-length  transaction  with  a  Person  not  an  affiliate of the
Borrower  or  such  subsidiary.


Secured Promissory Note -- Page 6
<PAGE>
     (k)  INSPECTION.  The  Borrower  shall  permit  the  representatives of the
          ----------
Lender,  at the expense of the Borrower, to visit and inspect any of the offices
or properties of the Borrower or any subsidiary, to examine all their respective
books of account, records, reports and other papers, to make copies and extracts
therefrom,  and  to discuss their respective affairs, finances and accounts with
their  respective  officers  and  independent  public  accountants  (and by this
provision  the  Borrower  authorizes  said  accountants  to discuss the affairs,
finances  and  accounts of the Borrower and its subsidiaries), all at such times
and  as  often as may be requested upon reasonable notice during normal business
hours.

     (l)  INDEBTEDNESS.  The  Borrower  shall  not,  and  shall  not  permit any
          ------------
subsidiary  of  the  Borrower  to,  incur, create, assume or permit to exist any
Indebtedness,  except  Debt  to  the  Lender  pursuant  to  the  Loan Documents.

     (m)  LIENS.  The Borrower shall not, and shall not permit any subsidiary of
          -----
the  Borrower  to, incur, create, assume or permit to exist any lien upon any of
its  property  (other  than  liens  upon  real  property  of the Borrower or any
subsidiary  of  the  Borrower)  or  revenues,  whether  now  owned  or hereafter
acquired,  except liens in favor of the Lender securing the Debt pursuant to the
Loan  Documents.

     (n)  RESTRICTED PAYMENTS.  The Borrower shall not, and shall not permit any
          -------------------
subsidiary  of the Borrower to, directly or indirectly declare, order, pay, make
or  set  apart  any  sum  for  (i) any dividend or other distribution, direct or
indirect,  on account of any shares of any class of stock of the Borrower or any
of  its  subsidiaries  now  or  hereafter  outstanding,  (ii)  any  redemption,
conversion,  exchange,  retirement, sinking fund or similar payment, purchase or
other  acquisition  for value, direct or indirect, of any shares of any class of
stock  of  the Borrower or any of its subsidiaries now or hereafter outstanding,
(iii) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of stock of the
Borrower  or  any  of its subsidiaries now or hereafter outstanding, or (iv) any
purchase,  redemption  or  payment of or with respect to any Indebtedness (other
than  the  Debt),  whether  in  the  form  of  principal,  interest,  premium or
otherwise.

     (o)  PROCEEDS  OF LICENSE AGREEMENT.  The Borrower shall cause the Licensee
          ------------------------------
under  the  License  Agreement  to  make all payments required to be made to the
Borrower  under  the  License  Agreement to be made directly to the Lender.  The
Lender  shall  apply  all  payments made by the Licensee to the Lender under the
License Agreement to be applied to the Debt until such time as the Debt has been
indefeasibly  paid  in full, at which time the Lender shall return any remaining
amounts  to  the  Borrower.

     (q)  FURTHER  DOCUMENTS.  The  Borrower  shall  execute  all  such  other
          ------------------
documents  and  instruments  and do all such other acts and things as the Lender
may  from  time  to  time  reasonably  require  to  carry  out  the transactions
contemplated  herein.

SECTION 6.   EVENTS  OF  DEFAULT.
             -------------------


Secured Promissory Note -- Page 7
<PAGE>
     Except  upon  the  occurrence of an event under (e) or (f) below, whereupon
                                                      -      -
this Note shall become immediately due and payable without notice or declaration
by  the  Lender, the Lender may, by written notice to the Borrower, declare this
Note immediately due and payable, whereupon this Note and all sums due hereunder
shall become immediately due and payable without protest, presentment, demand or
notice  (except  the  notice  referred  to  above  in this Section 6) or without
                                                           ---------
petition to any court, all of which are expressly waived by the Borrower, if any
of  the  following  events  (each  an  "Event  of  Default")  shall  occur:
                                        ------------------

     (a)  principal  or  interest  due  under this Note shall not be paid as and
when  due,  whether  at  maturity,  by  declaration  or  otherwise;  or

     (b)  any  representation  by the Borrower herein shall prove to be false or
incorrect  in  any  material  respect  as  of  the  date  made;  or

     (c)  the  Borrower  shall  default  in  any  material  respect  in  the due
performance  of  any  term or covenant of this Note (which is not the subject of
another  subsection  of  this  Section  6)  which  default, if remediable, shall
                               ----------
continue  unremedied  for a period of five (5) days after the earlier of (i) the
day  an  officer  of  the Borrower obtains actual knowledge of such default, and
(ii) the day the Lender gives written notice of such default to the Borrower; or

     (d)  (i)  the  Borrower or any subsidiary is in default (as principal or as
guarantor  or  other  surety)  in  the payment of any principal of or premium or
make-whole  amount  or  interest  on  any Indebtedness that is outstanding in an
aggregate  principal  amount  of  at  least  $50,000  beyond any period of grace
provided  with  respect  thereto,  or  (ii) the Borrower or any subsidiary is in
default in the performance of or compliance with any term of any Indebtedness in
an  aggregate  outstanding  principal  amount  of  at  least  $50,000  or of any
mortgage,  indenture  or other agreement relating thereto or any other condition
exists,  and as a consequence of such default or condition such Indebtedness has
become,  or  has  been  declared,  due and payable before its stated maturity or
before  its  regularly  scheduled  dates  of  payment;  or

     (e)  the  Borrower  or any subsidiary shall (i) apply for or consent to the
appointment of a receiver, trustee or liquidator for itself or any of its assets
or  properties,  (ii)  admit  in  writing its inability to pay its debts as they
mature,  (iii)  make  a general assignment for the benefit of creditors, (iv) be
adjudicated  a  bankrupt  or  insolvent,  (v)  file  a  voluntary  petition  in
bankruptcy,  or a petition or an answer seeking reorganization or an arrangement
with  creditors  or  to  take  advantage  of  any  bankruptcy,  reorganization,
insolvency,  readjustment of debt, dissolution or liquidation law or statute, or
any  answer admitting the material allegations of a petition filed against it in
any proceeding under any such law or if action shall be taken by the Borrower or
such  subsidiary  for  the  purpose of effecting any of the foregoing, (vi) have
commenced  against it any case, proceeding or other action of a nature described
in  (i)  through (v) above which results in the entry of an order for relief, or
which remains undismissed for a period of 60 days or (vii) take or be subject to
any  action  similar  to  those  specified  in  clauses  (i) through (vi) in any
jurisdiction;  or

     (f)  an  order,  judgment  or  decree  shall  be  entered,  without  the
application, approval or consent of the Borrower or any subsidiary, with respect
to the Borrower or such subsidiary or all or a


Secured Promissory Note -- Page 8
<PAGE>
substantial  part  of  the  assets  of  the  Borrower  or  any  such subsidiary,
appointing a receiver, trustee or liquidator of the Borrower or such subsidiary,
or any similar order, judgment or decree shall be entered or appointment made in
any  jurisdiction,  and  such  order,  judgment  or  decree or appointment shall
continue  unstayed  and  in  effect  for  a  period  of  60  days;  or

     (g)  a  final judgment or judgments for the payment of money aggregating in
excess  of  $25,000  are  rendered  against  one or more of the Borrower and its
subsidiaries  and  which  judgments are not, within 60 days after entry thereof,
bonded,  discharged  or  stayed  pending appeal, or are not discharged within 60
days  after  the  expiration  of  such  stay;  or

     (h)  the  Lender  in  good  faith  deems  itself  insecure;  or

     (i)  the  occurrence of any event or condition which constitutes a Material
Adverse  Effect.

SECTION 7.   APPLICATION  OF  PAYMENTS.
             -------------------------

     This  Note may be prepaid, in whole or in part, without premium or penalty.
All  prepayments  shall be applied, first, to the payment of accrued interest on
this  Note  to  the  date  of  such  payment  and  second, to the payment of the
principal  amount  of  this Note.  Each payment received by the Lender following
the  Maturity  Date  shall  be applied, first, to the payment of accrued default
interest  on this Note to the date of such payment and second, to the payment of
the  principal  amount  of  this  Note.

SECTION 8.   SECURITY.
             --------

     To  secure the full and complete payment and performance of the Debt of the
Borrower  under  this Note, the Borrower will assign to Lender all of its right,
title  and  interest  in  and  to  the  following property, whether now owned or
hereafter  acquired,  pursuant  to  the  Assignment  and  such other agreemetns,
instrument  or  other  documetns  as  are  required  by  Lender:

     (a)  all  of  the Borrower's right, title and interest in and to the Mexico
Bond  and  the  License  Agreement;  and

     (b)  all  proceeds  of  the  same.

SECTION  9.  ADDITIONAL  DEFINITIONS.
             -----------------------

     As  used herein, the following terms have the respective meanings set forth
below:

     "Business  Day"  means, for the purposes of this Note, any day other than a
      -------------
Saturday,  a  Sunday  or  a  day  on which commercial banks in New York City are
required  or  authorized  to  be  closed.

     "Capital  Leases"  means,  at  any  time, a lease with respect to which the
      ---------------
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence  of  a  liability  in  accordance  with generally accepted accounting
principles.


Secured Promissory Note -- Page 9
<PAGE>
     "Assignment"  means  the Assignment of License Agreement dated of even date
      ----------
herewith  between  the  Borrower  and the Lender, pursuant to which the Borrower
grants  to  the  Lender an assignment of Borrower's right, title and interest in
and  to  the  License  Agreement.

     "Debt"  means  collectively  the  unpaid  principal  of  and  interest  on
      ----
(including,  without  limitation,  default  interest accruing after the maturity
date  of  this  Note  and  interest accruing after the filing of any petition in
bankruptcy,  or  the  commencement  of  any  insolvency,  reorganization or like
proceeding,  relating to the Borrower, whether or not a claim for post-filing or
post-petition  interest  is  allowed in such proceeding) this Note and all other
indebtedness  of  the  Borrower  in  respect hereof, whether direct or indirect,
absolute  or  contingent,  due  or  to  become  due,  now  existing or hereafter
incurred,  in  each  case  whether  on  account of principal, premium, interest,
reimbursement  obligations,  fees,  indemnities,  costs,  expenses or otherwise.

     "Default"  means an event or condition the occurrence or existence of which
      -------
would,  with  the lapse of time or the giving of notice or both, become an Event
of  Default.

     "Guaranty"  means,  with  respect to any Person, any obligation (except the
      --------
endorsement  in  the  ordinary  course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness,  dividend  or  other obligation of any other Person in any manner,
whether  directly  or  indirectly,  including  (without  limitation) obligations
incurred  through  an  agreement,  contingent  or  otherwise,  by  such  Person:

          (a)  to  purchase  such  indebtedness  or  obligation  or any property
     constituting  security  therefor;

          (b) to advance or supply funds (i) for the purchase or payment of such
     indebtedness  or  obligation,  or  (ii)  to maintain any working capital or
     other  balance  sheet  condition  or  any income statement condition of any
     other  Person  or  otherwise  to  advance  or  make available funds for the
     purchase  or  payment  of  such  indebtedness  or  obligation;

          (c)  to  lease  properties  or  to  purchase  properties  or  services
     primarily  for  the  purpose  of assuring the owner of such indebtedness or
     obligation  of  the  ability  of  any  other  Person to make payment of the
     indebtedness  or  obligation;  or

          (d)  otherwise  to assure the owner of such indebtedness or obligation
     against  loss  in  respect  thereof.

In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty  shall  be  assumed  to  be  direct  obligations  of  such  obligor.

     "Indebtedness"  with  respect  to  any  Person,  means,  on  any  date  of
      ------------
determination  (without  duplication):


Secured Promissory Note -- Page 10
<PAGE>
          (a)  its  liabilities  for  borrowed  money;

          (b)  its  liabilities  for  the  deferred  purchase  price of property
     acquired by such Person (excluding accounts payable arising in the ordinary
     course  of  business  consistent  with  past  practice);

          (c)  all liabilities appearing on its balance sheet in accordance with
     generally  accepted  accounting  principles  in  respect of Capital Leases;

          (d)  all  liabilities  for  borrowed  money  secured  by any lien with
     respect to any property owned by such Person (whether or not it has assumed
     or  otherwise  become  liable  for  such  liabilities);

          (e) all its liabilities in respect of letters of credit or instruments
     serving  a similar function issued or accepted for its account by banks and
     other  financial  institutions (whether or not representing obligations for
     borrowed  money);

          (f)  Swaps  of  such  Person;  and

          (g)  any Guaranty of such Person with respect to liabilities of a type
     described  in  any  of  clauses  (a)  through  (f)  hereof.

     "License  Agreement"  means  the  License Agreement dated January ___, 2003
      ------------------
between the Borrower and the Licensee, in form and substance satisfactory to the
Lender.

     "Licensee"  means  Divisas  Mexicanas, S.A. de C.V., a Mexican company, and
      --------
includes  any  successor  or assign to such entity's right and obligations under
the  License  Agreement.

     "Loan  Documents"  means this Note, the Assignment, the Parent Guaranty and
      ---------------
all  other  agreements, documents, instruments and certificates now or hereafter
executed  and/or  delivered  pursuant  to  or  in  connection  with  any  of the
foregoing,  and all amendments, modifications, supplements, renewals, extensions
or  restatements  thereof.

     "Material  Adverse  Effect"  means  a  material  adverse  effect on (i) the
      -------------------------
business,  operations,  financial  condition, assets, properties or prospects of
the  Borrower  individually  or  of the Borrower and its subsidiaries taken as a
whole, or (ii) the ability of the Borrower to perform its obligations under this
Note  or  any  of the Loan Documents, or (iii) the validity or enforceability of
this  Note  or  any  of  the  Loan  Documents.

     "Mexico  Bond"  means  the Bond dated January ___, 2003 made by Afianzadora
      ------------
Sofimex  S.A.  payable to the Borrower in an aggregate amount of U.S.$4,900,000,
in  form  and  substance  satisfactory  to  the  Lender.

     "Parent"  means  EGX  Funds  Transfer,  Inc.,  a  Delaware  corporation.
      ------


Secured Promissory Note -- Page 11
<PAGE>
     "Parent  Guaranty"  means  a  guaranty  agreement  in  form  and  substance
      ----------------
satisfactory  to the Lender, pursuant to which the Parent Guaranties payment and
performance  of  the  Borrower's  Debt  to  the  Lender.

     "Person"  means  an individual, partnership, corporation, limited liability
      ------
company,  association,  trust,  unincorporated  organization, or a government or
agency  or  political  subdivision  thereof.

     "subsidiary" means, as to any Person, any corporation, association or other
      ----------
business  entity in which such Person or one or more of its subsidiaries or such
Person  and  one  or  more  of its subsidiaries owns sufficient equity or voting
interests  to  enable  it  or  them  (as  a group) ordinarily, in the absence of
contingencies,  to  elect  a  majority  of  the directors (or Persons performing
similar  functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one  or  more  of  its  subsidiaries  or  such  Person  and  one  or more of its
subsidiaries.  Unless the context otherwise clearly requires, any reference to a
"subsidiary"  is  a  reference  to  a  subsidiary  of  the  Borrower.

     "Swaps" means, with respect to any Person, payment obligations with respect
      -----
to  interest  rate swaps, currency swaps and similar obligations obligating such
Person  to  make  payments,  whether  periodically  or  upon  the happening of a
contingency.  For  the purposes of this Note, the amount of the obligation under
any  Swap shall be the amount determined in respect thereof as of the end of the
then  most recently ended fiscal quarter of such Person, based on the assumption
that  such  Swap had terminated at the end of such fiscal quarter, and in making
such  determination,  if  any  agreement  relating to such Swap provides for the
netting  of  amounts  payable  by  and  to such Person thereunder or if any such
agreement  provides  for  the  simultaneous  payment  of  amounts by and to such
Person,  then  in each such case, the amount of such obligation shall be the net
amount  so  determined.

SECTION 10.   MAXIMUM  RATE.
              -------------

     It  is  the intention of the Borrower and the Lender to conform strictly to
any  usury  laws  in  force  that  apply  to  this transaction. Accordingly, all
agreements among the parties hereto whether previously existing, now existing or
hereafter  arising and whether written or oral, are hereby limited so that in no
contingency,  whether  by  reason of acceleration of the maturity of the amounts
owing  under this Note or otherwise, shall the interest (and all other sums that
are  deemed  to  be  interest) contracted for, charged or received by the Lender
with  respect  to this Note, exceed the Highest Lawful Rate. The "Highest Lawful
                                                                  --------------
Rate"  means the maximum nonusurious interest rate that at any time or from time
----
to  time  may  be contracted for, taken, reserved, charged or received under the
laws  of  the  United  States  and  the laws of such states as may be applicable
thereto  which  are  presently  in  effect  or, to the extent allowed under such
applicable  laws  of  the  United  States and the laws of such states, which may
hereafter  be  in  effect  and which allow a higher maximum nonusurious interest
rate  than  applicable  laws  now  allow.  If, from any circumstance whatsoever,
interest  under  any  agreement to which the Borrower and the Lender are parties
would otherwise be payable in excess of the Highest Lawful Rate, and if from any
circumstance  the Lender shall ever receive anything of value deemed interest by
applicable  law  in excess of the Highest Lawful Rate, then the Lender's receipt
of such excess interest shall be deemed a mistake and the same shall, so long as
no Event of Default


Secured Promissory Note -- Page 12
<PAGE>
under  this  Note, the Parent Guaranty or the Assignment shall be continuing, at
the  option of the Borrower, either be repaid to the Borrower or credited to the
unpaid  principal;  provided,  however,  that  if an Event of Default shall have
                    --------   -------
occurred  and be continuing, and the Lender shall receive excess interest during
such  period,  then  the  Lender  shall have the option of either crediting such
excess  amount to principal or refunding such excess amount to the Borrower. All
interest paid or agreed to be paid to the Lender shall, to the extent allowed by
applicable  law,  be  amortized,  prorated, allocated, and spread throughout the
full  period of the Lender's credit relationship with the Borrower until payment
in  full  of the principal (including the period of any renewal or extension) so
that the interest for such full period shall not exceed the Highest Lawful Rate.

SECTION 11.   ASSIGNMENT,  ETC.
              -----------------

          This  Note  shall be binding upon each of the Borrower, the Lender and
their respective successors and assigns; provided, however, the Borrower may not
                                         --------  -------
assign  this  Note  without the prior written consent of the Lender.  The Lender
may sell, assign or transfer this Note without any requirement of consent by the
Borrower.

SECTION 12.   INDEMNIFICATION.
              ---------------

     The  Borrower  shall  pay, indemnify, and hold the Lender harmless from and
against  any  and  all  liabilities,  obligations,  losses,  damages, penalties,
actions,  judgments,  suits,  costs,  expenses  (including  attorneys'  fees and
expenses)  or  disbursements of any kind or nature whatsoever ("Losses") arising
                                                                ------
out  of  or  in  connection with (a) the enforcement of any rights of the Lender
under  this  Note or any of the other Loan Documents, and (b) any claim (whether
or not asserted in any legal proceeding), litigation, investigation, arbitration
or  proceeding  relating to this Note (collectively, "indemnified liabilities");
                                                      -----------------------
provided that the Borrower shall have no obligation hereunder to the Lender with
--------
respect  to indemnified liabilities arising from the gross negligence or willful
misconduct  of  the  Lender. The agreements in this Section 12 shall survive the
                                                    ----------
repayment of this Note, the repayment of all other amounts payable hereunder and
the  termination  of  the  Loan  Documents.

SECTION 13.   NO  WAIVER,  CUMULATIVE  REMEDIES.
              ---------------------------------

          The Lender shall not by any act (except by a written instrument signed
by  the  Lender),  delay,  indulgence,  omission  or otherwise be deemed to have
waived  any  right  or  remedy  hereunder  or to have acquiesced in any Event of
Default  or  in any breach of any of the terms and conditions hereof. No failure
to  exercise, nor any delay in exercising, on the part of the Lender, any right,
power  or  privilege  hereunder shall operate as a waiver thereof.  No single or
partial  exercise  of any right, power or privilege hereunder shall preclude any
other  or  further exercise thereof or the exercise of any other right, power or
privilege.  A  waiver  by the Lender of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Lender
would  otherwise  have  on  any future occasion.  The rights and remedies herein
provided  are  cumulative,  may  be exercised singly or concurrently and are not
exclusive  of  any  rights  or  remedies  provided  by  law.


Secured Promissory Note -- Page 13
<PAGE>
SECTION 14.   WAIVER  OF  PROTEST,  PRESENTMENT,  ETC.
              ----------------------------------------

          The  Borrower  hereby  waives protest, presentment, notice of dishonor
and  notice  of  acceleration of maturity and agrees to continue to remain bound
for  the  payment  of principal, interest and all other sums due under this Note
notwithstanding  any  change  or changes by way of release, surrender, exchange,
modification  or  substitution  of  any  security for this Note or by way of any
extension  or  extensions  of  time  for  the payment of principal and interest.

SECTION 15.   EXPENSES.
              --------

          The  Borrower  agrees  to  pay  or  reimburse,  or cause to be paid or
reimbursed,  all  of  its  and  the  Lender's  costs  and  expenses  incurred in
connection  with  the preparation, execution, and delivery of this Note  and the
other  Loan Documents, including, without limitation, the fees and disbursements
of  their  respective  counsel.

SECTION 16.    NOTICE.
               ------

          All  notices,  demands  and  other  communications  provided  for  or
permitted  hereunder shall be made in writing and shall be sent by registered or
certified  first-class  mail,  return  receipt  requested,  telecopier,  courier
service  or  personal  delivery:

                    a.   if to the Borrower:

                         E Merchant Processing, Incorporated
                         3125 Sterling Circle
                         Boulder, Colorado 80301
                         Attention: Jason Galonis
                         Facsimile No.: (303) 544-0111

                    b.   if to the Lender:

                         IIG Trade Opportunities Fund N.V.
                         17 State Street, 18th Floor
                         New York, New York 10004
                         Attention: Martin Silver
                         Facsimile No.: (212) 785-4843

All  such  notices  and  communications shall be deemed to have been duly given:
when  delivered  by hand, if personally delivered; when delivered by courier, if
delivered  by  commercial  overnight  courier  service; five Business Days after
being  deposited  in  the  mail,  post  prepaid,  if mailed; and when receipt is
acknowledged,  if telecopied.  The Borrower or the Lender may change the address
to which notices, demands and other communications hereunder are to be delivered
by  giving  the  other  party  notice  in  the  manner  herein  set  forth.


Secured Promissory Note -- Page 14
<PAGE>
SECTION 17.   GOVERNING  LAW.
              --------------

     THIS NOTE AND THE LEGAL RELATIONS BETWEEN THE BORROWER AND THE HOLDER SHALL
BE  GOVERNED  BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF  NEW  YORK.

SECTION 4.   CONSENT  TO  JURISDICTION  AND  SERVICE  OF  PROCESS.
             ----------------------------------------------------

     Any  legal  action,  suit  or proceeding arising out of or relating to this
Note,  the  other Loan Documents or the agreements and transactions contemplated
hereby  or  thereby  may  be  instituted only in a state or federal court of the
State  of  New  York  located  in New York County and the Borrower agrees not to
assert, by way of motion, as a defense or otherwise, in any such action, suit or
proceeding,  any  claim that it is not subject personally to the jurisdiction of
such  court, that its property is exempt or immune from attachment or execution,
that  the  action,  suit or proceeding is brought in an inconvenient forum, that
the  venue  of the action, suit or proceeding is improper or that this Note, the
agreements  contemplated  hereby or the subject matter hereof or thereof may not
be enforced in or by such court. The Borrower further irrevocably submits to the
jurisdiction  of  any such court in any such action, suit or proceeding. Any and
all  service  of  process  and  any  other  notice  in  any such action, suit or
proceeding  shall  be  effective  against the Borrower if given by registered or
certified  mail,  return  receipt  requested, or by any other means of mail that
requires  a  signed  receipt,  postage prepaid, mailed to the Borrower as herein
provided.

SECTION 19.   WAIVER  OF  JURY  TRIAL.
              -----------------------

     THE  BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT  PERMITTED  BY  APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL  ACTION  OR  PROCEEDING  ARISING  OUT  OF  OR RELATING TO THIS NOTE OR ANY
AGREEMENT  OR  TRANSACTIONS  CONTEMPLATED  HEREBY  AND  FOR  ANY COUNTERCLAIM IN
CONNECTION  HEREWITH.


                  [Remainder of page intentionally left blank.]


Secured Promissory Note -- Page 15
<PAGE>
EXECUTED AS OF THE DATE FIRST WRITTEN ABOVE.

                                             E MERCHANT PROCESSING,
                                             INCORPORATED



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

AGREED TO AND ACCEPTED:

IIG CAPITAL LLC, AS AGENT FOR IIG TRADE
OPPORTUNITIES FUND N.V.


By:
   -------------------------------------
   Name:
   Title:


Secured Promissory Note -- Page 16
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