EXHIBIT 10.1

                         CONSULTING/EMPLOYMENT AGREEMENT

This agreement is made as of August 25, 2003, by and between Instapay Systems, a
Utah  Corporation  (Instapay),  and Harry  Hargens  ("Hargens"),  an  individual
residing in Hampton, GA.

Whereas, Instapay is acquiring Kryptosima LLC ("Kryptosima"),  a Georgia limited
liability company, and will operate it as a wholly owned subsidiary; and,

Whereas,  Hargens  founded  Kryptosima  and has been  its  President  since  its
inception,  and has extensive  knowledge & experience in the payment  processing
industry InstaPay and Kryptosima are now focused on, Instapay's board feels that
it is in  InstaPay's  best  interests to retain  Hargens as President and CEO of
InstaPay and Kryptosima, and a Director of InstaPay; and,

Whereas,  InstaPay named Hargens as a director,  President and CEO in March 2003
in  anticipation of finalizing the Kryptosima  acquisition,  and the parties now
wish to put in place this written  employment  agreement to replace any previous
understandings verbal or written;

Therefore, the parties agree as follows:


Position; scope & authority:
Hargens is hereby  retained as President and CEO of InstaPay and its  Kryptosima
subsidiary, both referred to below as "the company" for brevity. As President of
the  company,  Hargens  shall  have full  authority  to  conduct  and manage the
company's business, including but not limited to the authority to make contracts
with  customers  and  vendors,  open and operate  bank  accounts,  hire and fire
employees,  etc.  Hargens shall operate the company in such a way as to continue
to pursue the business  strategy  Kryptosima  has followed to date, to develop a
payment  processing  business  focused  on  new  payment  methods  for  Internet
merchants.

Hargens  shall  operate  the  company in a manner  consistent  with the  budgets
presented to the board from time to time,  and shall seek board approval for any
unbudgeted item exceeding $2,000,  and any individual  expense item that exceeds
budgeted amounts by more than 10%. All back data for unbudgeted items,  shall be
provided to the company's  accountant,  Mr. Thomas Hough on a weekly basis along
with standard weekly  expenditures.  It is understood that certain vendors (e.g.
patent  attorneys) are budgeted based on an "average"  basis but the actual flow
of invoices is  irregular,  and approval will not be needed to pay such invoices
as long as the moving  average stays  in-line with the  long-term  (quarterly or
semi-annual)  expense projections for that vendor. It is also understood that 1)
Hargens has  presented  an "ideal"  budget that would fully fund the company for
rapid  growth,  2) at no time in the past 8 months has  sufficient  capital been
available  to spend at this  level,  3) it is  impossible  to be  certain of the
timing and amount of future capital infusions,  and 4) the company has in effect
operated for many months with almost zero cash on hand, i.e. no margin for error
or surprises;  as a result of these factors,  Hargens has been and will continue
to be forced to make  spending  decisions on a  month-by-month  basis  balancing
needs, wants, and cash available. Hargens shall report to the board quarterly on
cash flow for the past quarter, revenue and expense projections for the upcoming
quarter,  etc. In between such  quarterly  reports,  Hargens shall stay in close

<PAGE>

communication with the chairman R. Bruce Harris, and shall notify Harris and the
entire  board if an  unexpected  shortfall in capital  raising or an  unexpected
expense have a material  negative  effect on  operations.


<PAGE>

The budget presented  includes capital  expenditures of $55,000 during the first
12 months of full operations.

The recent  hardware  failure also  emphasized the fact that, in order to have a
highly  reliable  system to provide the payENKRYPT  service to customers  24X365
with minimal interruption (a very firm customer requirement), and in order to do
development without  interrupting  operations,  redundant servers are needed. We
currently do not have redundant servers.  Adding redundant servers would involve
an additional  expenditure of approx.  $13,000 plus tax and freight.  If capital
can  continue  to be raised at the  current  rate  (approx.  $60k/month),  it is
believed that the expense to acquire  these  servers,  again via lease,  can and
must be incurred in September.  It is understood  that any reasonable  action by
Hargens regarding this is approved, with the appropriate  documentation provided
to the Board and Mr.  Hough the  internal  accounting  control  for the Board of
Directors.

The budget and business plan  presented  also make it clear that an inventory of
PIN pads is  required,  otherwise no revenue can be  generated.  With the boards
knowledge and approval  Hargens has placed an order for 2,000 units for delivery
in November/December. If the company is successful in signing customers over the
next few  months,  even more  units  than this will be needed  quickly,  and the
lead-time from PO to delivery is 2-3 months. Both parties acknowledge that there
is  currently  insufficient  capital  on-hand to pay for the 2,000 PIN pads that
have been  ordered,  so this is a difficult and crucial  situation  that Hargens
will manage closely on a month-to-month basis and keep the board informed.


Tax Status:
Hargens  shall  initially  provide his  services on a consulting  basis  (1099).
Payments  for  Hargens'  services  shall be made to  Hargens'  consulting  firm,
"Tradewinds  Technologies  LLC".  At such time as the  company  may  establish a
regular payroll, Hargens shall have the option of converting his tax status from
consultant (1099) to employee (W2).

Compensation:
Hargens monthly compensation shall initially be $10,000 per month, to be paid on
the 1st of each month in cash.

In addition to his monthly compensation, Beginning in 2004 Hargens shall be paid
a quarterly  bonus within 15 days of the end of each  quarter.  The bonus amount
will be based  upon  the  company's  transaction  processing  revenues  for that
quarter (i.e. equipment sales not included),  according to the formula set forth
below.

1/4% of total revenue,  plus 1% of any transaction  processing revenue exceeding
the "bonus goal" for that quarter. Goals for 2004 will be; Q1 $80k, Q2 $150k, Q3
$270k, Q4 $400k.  Goals for future years will be negotiated  between the parties
and approved by InstaPay's board in advance of each year.

<PAGE>

Signing Bonus:
As a performance  incentive and an incentive to sign this agreement,  Hargens is
hereby  awarded  options to acquire  200,000  shares of Instapay stock (IPYS) at
$1.50 per  share.  These  options  shall be fully  vested  immediately  upon the
execution of this agreement, may be exercised all at once or partially from time
to time,  shall not expire as a result of any  expiration or termination of this
agreement,  but shall  expire  if not  exercised  within  three (3) years of the
signing of this agreement.


Term and Termination:
This  agreement  shall  have  an  initial  term  of  one  year,  and  thereafter
automatically renew for one-year periods, unless either party gives the other 60
days written  notice of intent not to renew.  The company shall have no right to
terminate this agreement for any reason, unless it pays Hargens an up-front cash
severance equal to  compensation  for 6 months.  "Up-front"  shall be defined as
payment  in  advance  of, or on the  effective  day of,  any  termination.  This
severance  payment shall include Hargens  then-current  base  compensation for 6
months (initially  $60,000) plus a good faith estimate of the bonus compensation
that would have been  earned  during the next 6 months,  including  any  partial
quarter.  InstaPay  may elect to pay up to 1/2 of this  severance in IPYS stock,
also to be paid up-front.  In the case that InstaPay  elects to pay some portion
of the severance in stock,  the amount of stock  required to substitute for cash
shall  be  calculated  based  upon  issuing  stock  equal  to 105%  of the  cash
equivalent  with the  stock  valuation  based on 15 days  average  bid  price if
free-trading stock, or 160% if 1-year restricted stock.

Provided however that Hargens and InstaPay (for this paragraph only,  "InstaPay"
taken to mean any and all other InstaPay  offices and  directors)  both agree to
conform to reasonable  standards of conduct and ethics, and not intentionally or
knowingly  act in any way that would harm the  other's  reputation.  In the case
that  either  party has reason to believe  that the other has acted  contrary to
this, it shall notify the other party in writing  asking that it explain  and/or
amend its behavior.  Upon continuing  actions that are unexplained after 15 days
and appear  egregiously  contrary to reasonable  standards of conduct or ethics,
then the aggrieved  party shall have the right to terminate this agreement by 10
days written notice.  Regardless of which party terminates this agreement,  upon
notice of termination all compensation due to Hargens to-date shall  immediately
become due and payable, and Hargens shall have a right to take such compensation
and/or obtain any needed court order(s) or judgement(s)  without  objection from
InstaPay  to take such  compensation  from  InstaPay  and/or any  subsidiary  or
affiliate company. If Hargens shall have reason to believe that such termination
was  unreasonable,  he shall not be barred  from  pursuing  in court a claim for
severance pay as set forth in the previous  paragraph.  In the case of judgement
in Hargens favor, InstaPay shall not have the right to substitute stock for cash
as outline in the previous paragraph to settle the amount due.


Right to Acquire:
Should Instapay  decide to discontinue or abandon the Kryptosima  business unit,
Instapay shall offer Hargens the opportunity to purchase that business unit back
from InstaPay for a reasonable  amount that the parties shall  negotiate in good
faith.


<PAGE>

Indemnification:
InstaPay shall indemnify Hargens to the fullest extent permitted by law if he is
or becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other  participant in, any threatened,  pending or
completed action, suit,  proceeding or alternative dispute resolution mechanism,
whether civil, criminal,  administrative,  investigative or other (hereinafter a
"CLAIM")  by  reason  of (or  arising  in part out of) any  event or  occurrence
related to the fact that Hargens is or was a director,  officer, employee, agent
or fiduciary of InstaPay or Kryptosima,  against any and all expenses (including
attorneys'  fees and all other  costs,  expenses  and  obligations  incurred  in
connection with investigating, defending, being a witness in or participating in
(including on appeal),  or preparing to defend,  be a witness in or  participate
in, any such action, suit, proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation), judgments, fines, penalties and amounts paid
in  settlement  of such Claim and any  federal,  state,  local or foreign  taxes
imposed  on  Hargens  (collectively,   hereinafter  "EXPENSES"),  including  all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses.  Such payment of Expenses shall be made by the company
as soon as practicable  but in any event no later than twenty days after written
demand by  Hargens is  presented  to the  company.  This  indemnification  shall
survive any expiration or termination of this agreement.

Hargens  shall  indemnify  InstaPay from losses that occur as a result of losing
any lawsuit brought against the company solely as a result of any illegal action
taken by Hargens that was knowingly and intentionally illegal, and taken without
the board's  knowledge.  The board shall be deemed to have had  knowledge of any
action that any or all members were notified of via email.  At the time that any
such  lawsuit  is  brought,  Hargen's  total  liability  as a result of any such
indemnification  shall be limited to the  amount of cash  compensation  received
from the company  subsequent to the alleged illegal action, or received from the
company  during  the past 12  months,  whichever  is less.  At such  time as the
company obtains  Directors and Officers  insurance,  this paragraph shall become
null and  void.  This  indemnification  shall be in effect  only if the  company
vigorously defends against any lawsuit brought, using company funds, and Hargens
is allowed to take a key role in directing  such  defense  with Board  approval.
Hargens shall not be required to indemnify the company or be held liable for any
amount  regarding any lawsuit that is brought if 1) Hargens  declares in writing
to the company  that he believes  the lawsuit  without  merit,  and 2) judgement
against the company is entered  because  the company had  insufficient  funds to
mount an adequate defense.  This indemnification shall expire upon expiration or
termination of this agreement.


Miscellaneous:
In the event of a dispute  regarding this  agreement,  the parties submit to the
jurisdiction  of, and this Agreement  shall be governed by the State and Federal
laws  applicable in the State of  California,  USA. Venue for any action arising
out of this  agreement  shall  be in a state  court  of  competent  jurisdiction
governing  Caifornia,  USA.  The  prevailing  party in any such action  shall be
entitled to the recovery of its reasonable attorney's fees, costs, and expenses.

Neither party shall, by the mere lapse of time,  without giving notice or taking
other action, be deemed to have waived any of their rights under this Agreement.
No waiver of a breach of this Agreement  shall  constitute a waiver of any prior
or subsequent breach of this Agreement.

This agreement  constitutes  the parties'  entire  understanding  re the subject
matter of this agreement, superceding all prior agreements and understandings in
their entirety.

<PAGE>

This agreement shall be construed equally against the parties  regardless of who
is more responsible for its preparation.

If there is a conflict  between  any part of this  agreement  and any present or
future law, this agreement  shall be curtailed  only to the extent  necessary to
bring it within the requirements of that law.

This Agreement may only be modified by a written agreement signed by each party.

All notices  given in  connection  with this  Agreement  shall be in writing and
deemed received  forty-eight  (48) hours after deposit in the first class United
States mail,  postage prepaid,  return receipt  requested;  or if given by other
means, upon actual receipt.  Notices shall be delivered to the appropriate party
at its address set forth in this Agreement.

If to Hargens:
Kryptosima
Attn: Harry Hargens
98 Shoreline Way
Hampton, GA 30228

If to InstaPay:
InstaPay Board of Directors
Attn: R. Bruce Harris, Chairman
419 Main Street
Huntington Beach, CA 92648


-----------------------------------------
Bruce Harris - Chairman, Instapay Systems
For the Company and the Board


-----------------------------------------
Harry Hargens
For himself