NON-INTEREST BEARING
                               PROMISSORY NOTE
                               ---------------


$150,000                                                           FAIRPORT,  NY
                                                                  JUNE  3,  2000

     FOR  VALUE RECEIVED, Stephen Freeman ("Maker") promises to pay to the order
of  LOGISOFT  CORP.,  a  Delaware  Corporation ("LGST"), at 375 Woodcliff Drive,
Fairport,  NY   14450  or  at  such  other  place as the legal holder hereof may
designate  in writing, the sum of One Hundred Fifty Thousand Dollars ($150,000).
This  sum  is  for  the  purchase, under certain stock purchase warrants, of One
Hundred  Fifty  Thousand  Shares  (150,000) of LGST's common stock at a purchase
price  of  $1.00  per  share  and  is  due  and  payable  on  December  9, 2000.

     Notwithstanding  anything  within  this  Note  to  the  contrary, Maker may
satisfy  its  obligation  to  pay the principal amount through the return of the
Shares  for  which  payment  has  not  been  previously  tendered to the Holder.

     The  holder  hereof,  without notice and without releasing the liability of
any  party  hereto,  may  grant extensions or renewals hereof from time to time,
successively  or otherwise and for any term or terms, add or release one or more
parties  hereto,  acquire security, or release any security in whole or in part,
and  the legal holder hereof shall not be liable for or prejudiced by failure to
collect  the  payment  of  this Note or any guaranty of this Note or for lack of
diligence  in  bringing  suit  on  this Note or any renewal or extension hereof.

     In  the  event  of  a failure to fully satisfy any principal payment within
five  business  days  following  its due date, the entire obligation shall be in
default,  the  unpaid  principal  balance  shall be immediately due and payable,
interest  shall thereafter accrue on the principal balance at the rate per annum
of  18%  (or  the  maximum  annual  rate  allowable  by  law, if less than 18%).

     The  undersigned  individually  and  severally  waives  protest,  demand,
presentment  for payment, and notice of protest and nonpayment of this Note.  If
this  Note  is  placed with an attorney for collection upon default, each of the
undersigned  agrees  to  pay  reasonable  attorney's  fees  and  court  costs.

     This Note is to be governed by and construed in accordance with the laws of
the  State  of  New  York.


     IN  WITNESS  WHEREOF,  the undersigned maker has executed and prepared this
Promissory  Note  this  3rd  day  of  June,  2000.


                                                 MAKER



                                                 --------------------------
                                                 STEPHEN  FREEMAN