PAYMENT AGREEMENT

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                                                                 EXHIBIT 10.20.2

                                PAYMENT AGREEMENT

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

is made by and between Epixtar Corp. ("Epixtar") and DDM Consulting, Inc.

("DDM").

WHEREAS, Epixtar and the former shareholders of Epixtar Marketing Corp. ("EMC")

entered into an agreement for the purchase and sale (the "Acquisition

Agreement") of EMC, then Innovative Marketing Strategies, Inc. ("IMS"), on

November 29, 2004;

WHEREAS, pursuant to said Acquisition Agreement, Epixtar agreed to guarantee the

payment of a debt owed to DDM by IMS (the "Cash Debt"), payable pursuant to the

terms of a Guarantee Agreement executed between the parties hereto on January 7,

2005;

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

the Cash Debt is One Hundred Ninety-Two Thousand Six Hundred One Dollars and

Fifty-Seven Cents ($192,601.57) (the "outstanding balance");

WHEREAS, the parties