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Secure QR-Pay system based on QR-code by expressing 2 dimensional can pay things between User and Shop while Offline. A shop shows payment information by expressing QR-code to display window. A user shots a situation by using mobile Device attached a camera. If a user confirms payment information and ask an approval, the payment system can be settled by itself. It's a very easy system. For this process, payment gateway(PG) helps calculate process in connection with payment. This system we proposed provides non-repudiation and confidentiality of payment information. Also, it offers mutual Authentication between user and shop to use public certificate.