PAYMENT AGREEMENT

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                                                                 EXHIBIT 10.20.1

                                PAYMENT AGREEMENT

     THIS AGREEMENT ("Agreement") is effective this 4th day of August, 2005, and

is made by and between Epixtar Corp. ("Epixtar") and Steve Rasmussen, David

Mullaney and Brad Yeater (collectively referred to as the "former

shareholders").

WHEREAS, the former shareholders entered into an Acquisition Agreement with

Epixtar dated November 29, 2004, for the sale of all issued and outstanding

shares of the common stock of Epixtar Marketing Corp. ("EMC"), then Innovative

Marketing Strategies, Inc. ("IMS") to Epixtar;

WHEREAS, Epixtar tendered a payment to the former shareholders on the closing

date of the acquisition and executed a non-interest bearing Promissory Note (the

"Note"), dated January 7, 2005, for the remaining balance due to the former

shareholders;

WHEREAS, Epixtar acquired IMS and officially changed the name of its newly

acquired subsidiary to EMC;

WHEREAS, as of the effective date of this Agreement, the outstanding balance due

on the Note is Four Million Five Hundred Ninety-Three Thousand Eight Hundred

Twenty-Eight Dollars and Six Cents ($4,593,828.06) (the "outstanding balance");

WHEREAS, the parties have mutually agreed to set forth new terms for the

outstanding balance and payment of that balance pursuant to the Note.

NOW THEREFORE, in consideration of the premises, and for other good and valuable

consideration, their receipt and sufficiency being hereby acknowledged, the

parties hereto do mutually agree as follows:

1. The former shareholders have agreed to reduce the current outs