Exhibit
10.24








PROMISSORY
NOTE





$300,000.00
            October
      29, 2007






FOR VALUE
RECEIVED, Cicero, Inc.,
a Delaware corporation (together with its successors and assigns, the “Obligor”), hereby
promises to pay to the order of JOHN L. STEFFENS (together
with its successors and  assigns, the “Holder”), the
principal sum of Three Hundred Thousand Dollars and No/100 ($300,000) (the
“Note Amount”)
on October 30, 2009  (the “Maturity Date”),
together with interest on the outstanding principal sum at therate of 3% per annum
from the date hereof until such principal sum is paid in full.





The
payment of principal or interest shall be paid on a quarterly basis and shall be
made by check to the Holder of this Note. Any outstanding principal or interest
shall be paid on the Maturity Date at the address in the continental United
States to which such Holder has, by written notice delivered to Obligor, not
less than five business days prior to such payment date, directed Obligor to
make such payment or, if no such notice is timely received by Obligor, by check
posted to such Holder at its last known address of which the Obligor has
notice.





The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.  All such interest shall be
calculated based upon a 360-day year and paid for the actual number of days
elapsed including the first day but excluding the last
day.  Notwithstanding anything herein to the contrary, the interest or
any amount deemed to be interest payable by Obligor with respect to this Note
shall not exceed the maximum amount permitted by applicable law.





Obligor
may prepay this Note in whole at any time or in part from time to time without
premium or penalty at par plus accrued and unpaid interest.





In case
one or more of the following events (each an “Event of Default”)
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be
continuing:





(i)           any
representation or warranty made by the Obligor in any certificate or other
document delivered shall prove to have been incorrect in any material respect
when made;





(ii)         the
appointment of a custodian, receiver, or liquidator for Obligor or any of its
property which such appointment is not discharged or dismissed within 60
days;





(iii)        the
adjudication of the Obligor as insolvent;





(iv)        the
making by the Obligor of an assignment for the benefit of its
creditors;





Exhibit
10.24








(v)         an
admission by the Obligor of his inability to pay its debts as they become
due;





(vi)        the
commencement of any proceeding under any bankruptcy or similar law by or against
the Obligor which is not discharged or dismissed within 60 days; or




(vii)        failure
on the part of Obligor to duly observe or perform in any material respect any of
the covenants or agreements on the part of the Obligor contained herein for a
period of 10 days after the date on which written notice specifying such failure
and demanding that Obligor remedy the same, shall have been given to Obligor by
the Holder of this Note,





then, and
in each and every such case, the principal of and accrued interest on this Note
shall become immediately due and payable without any declaration or other act on
the part of the Holder of this Note.





In case
this Note shall become mutilated, defaced or be apparently destroyed, lost or
stolen, Obligor shall execute and deliver a replacement Note in exchange and in
substitution for the mutilated or defaced Note, or in lieu of and in
substitution for the Note so apparently destroyed, lost or stolen.  In
every case the Holder of this Note shall furnish to Obligor such security or
indemnity as may be reasonably required by Obligor to indemnify and defend and
to save Obligor harmless and, in every case of destruction, loss or theft
evidence to Obligor’s reasonable satisfaction of the apparent destruction, loss
or theft of such Note and of the ownership thereof.





No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive or any rights or remedies
provided by law.





The
Obligor hereby waives demand, presentment, notice of dishonor, diligence,
protest, notice of protest and all other notices or demands relating to this
Note.  The Obligor also (a) acknowledges and agrees that, in any suit,
action, or proceeding under this Note, the courts of the State of North Carolina
or the courts of the United States District Court for the District of North
Carolina shall have exclusive jurisdiction, (b) consents to the jurisdiction of
such courts and (c) consents to and waives any objection which the Obligor now
has or may hereafter have to proper venue existing in any of such
courts.  This Note shall be governed by, and construed in accordance
with, the laws of the State of North Carolina, without regard to conflict of
laws principles thereof.





THE
OBLIGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
NOW HAVE OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT TO ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS PROMISSORY NOTE.


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Exhibit
10.24








IN
WITNESS WHEREOF, Obligor has caused this Note to be executed on and as of this
29th day of October, 2007.








CICERO,
      INC.By:Name:
            John
      BroderickTitle:
            Chief
      Executive and Chief Financial
Officer






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