EXHIBIT 10.17

                           COLLATERAL PROMISSORY NOTE

$5,104,593.75                                                    January__, 2005

     FOR VALUE RECEIVED, Epixtar Corp., a Florida corporation ("Epixtar" or the
"Maker"), hereby promises to pay to (i) Steve Rasmussen, David Mullaney and Brad
Yeater (the "Holder" or "Holders") according to the Percentages (as hereinafter
defined) set forth below the principal sum of Five Million One Hundred Four
Thousand Five Hundred Ninety Three Dollars and Seventy Five Cents
($5,104,593.75) in lawful money of the United States of America, subject to the
terms and conditions of the Subordination Agreement executed by Holders on
January 3, 2005. The Maker shall pay to each Holder directly, pursuant to
payment instructions given by each Holder at the closing of the purchase and
sale of Innovative Marketing Strategies, Inc. ("IMS"), his corresponding
Percentage of each payment made pursuant to this non-interest bearing Collateral
Promissory Note (the "Note"), and the Percentages of each of the Holders shall
be as set forth below:

Steve Rasmussen                     70%
Brad Yeater                         21.1%
David Mullaney                      8.9%

     This Note is issued pursuant to an Acquisition Agreement dated as of
November 29, 2004, among Epixtar and each Holder (the "Acquisition Agreement"),
subject to set-offs as set forth in Article 10 thereof.

     The amount shall be paid in twenty-four (24) monthly installments of Two
Hundred Twelve Thousand Six Hundred Ninety One Dollars and Forty One Cents
($212,691.41). beginning thirty (30) days after the closing date and thereafter
on the same corresponding day of the month that the closing occurred, or next
business day if said date falls on a weekend or holiday.

     All payments on this Note shall be made directly to each Holder and at such
place in the United States of America as each Holder shall designate to the
Maker in writing at the closing of the Acquisition Agreement. If any payment on
this Note is due on a day that is not a business day, such payment shall be due
on the next succeeding business day. To secure the payment of all the
indebtedness under this Note, the shares of IMS have been placed in escrow and
Maker has agreed to grant a security interest in the Shares pursuant to a Pledge
and Escrow Agreement dated of even date herewith.

     The Maker may, without premium or penalty, at any time from time to time,
prepay all or any portion of the outstanding balance due under this Note. Such
prepayments shall be credited to succeeding installments due in chronological
order or as the case may be.

Each of the following, if uncured, shall constitute an "Event of Default" under
this Note: failure of the Maker to make any payment under this Note when due; or
the appointment of a receiver for any part of Maker's property, any assignment
for the benefit of Maker's creditors or the commencement of any proceeding under
any bankruptcy or insolvency laws by or against Maker, any of which are not
dismissed within sixty (60) days; or a default under any other agreements
between Maker and Holders that is not cured within any applicable cure period

     Maker shall have fifteen (15) business days after receipt of written notice
from Holder of an Event of Default in which to cure the stated Event of Default.
If Maker cures the stated Event of Default within the allotted fifteen (15) day
cure period, the cured Event of Default will be deemed to have not occurred.
Upon the occurrence of an Event of Default Holder may, by notice in writing to
Maker (the "Acceleration Notice"), declare the entire principal amount of this
note and all accrued interest to be immediately due and payable without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived.

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     Upon the occurrence or existence of an Event of Default, all outstanding
principal of this Note shall be due and payable immediately, (i) without notice
of default, declaration of acceleration of the amount, or other act on the part
of the Holders and without the need for any consent thereto and (ii) without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Maker. Upon the occurrence of an Event of Default
hereunder, any Holder may exercise any and all rights and remedies available to
it under applicable law, including without limitation the right to collect from
the Maker all sums due under this Note. The Maker shall be obligated to pay all
reasonable costs and expenses, including attorneys' fees and costs, incurred by
or behalf of any Holder in connection with any Holder's exercise of any or all
of his rights and remedies under this Note, including without limitation any
investigation by, enforcement by, or proceeding in connection with the rights
of, a Holder under this Note.

     The provisions of this Note may be changed only by a written agreement
executed by the Maker and by each Holder. This Note shall be binding on the
Maker and the successors and assigns of Maker, and shall inure to the benefit of
the Holders, their heirs, successors and assigns.

     The rights and remedies of a Holder under this Note shall be cumulative and
not alternative. No waiver by a Holder of any right or remedy under this Note
shall be effective unless in writing signed by a Holder. Neither the failure nor
any delay in exercising any right, power or privilege under this Note will
operate as a waiver of such right, power or privilege, and no single or partial
exercise of any such right, power or privilege by a Holder will preclude any
other or further exercise of such right, power or privilege or the exercise of
any other right, power or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right of a Holder arising out of this Note can
be discharged by Holder, in whole or in part, by a waiver or renunciation of the
claim or right unless in a writing signed by Holder; (b) no waiver that may be
given by a Holder will be applicable except in the specific instance for which
it is given; and (c) no notice to or demand on the Maker will be deemed to be a
waiver of any obligation of the Maker or of the right of a Holder to take
further action without notice or demand as provided in this Note.

     Any Holder may sell, assign, pledge or otherwise transfer all or any
portion of its interest in this Note at any time or from time to time without
prior notice to, or consent of, and without releasing any party liable or
becoming liable hereon.

     If any provision in this Note is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Note will remain in full
force and effect. Any provision of this Note held invalid or unenforceable only
in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.

     This Note shall be construed pursuant to the laws of the State of Florida
and any action to enforce or interpret this Note may be brought in any court or
other forum with competent jurisdiction. In connection with, and
notwithstanding, the foregoing, the Maker specifically consents to any state or
federal court of competent jurisdiction in the State of Florida and irrevocably
waives any claim or defense of inconvenient forum or lack of personal
jurisdiction in such forum or right of removal or right of jury trial under any
applicable law or decision (or both).

         This Note is executed on _____________ [date].


Epixtar Corp.


By___________________

Name:
Title:

Title:

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