ex10_28.htm


    
      

    

    
      Exhibit
10.28

       

      PROMISSORY
NOTE


      
        	
                $55,000.00

              	
                Executed
      at Broward County, Florida

              
	 
      	
                September
      1, 2009

              


      

      


      FOR VALUE
RECEIVED, Le@P Technology, Inc., a Delaware corporation with a principal place
of business at 5601 N. Dixie Highway, Suite 411, Fort Lauderdale,
Florida  33334 ("Maker"), promises to pay to the order of the M. Lee
Pearce Living Trust (the "Payee"), the principal sum of FIFTY-FIVE THOUSAND
DOLLARS AND NO CENTS ($55,000.00), together with interest at the “Prime Rate”
(as hereinafter defined), as announced from time to time, due and payable in one
lump sum of principal and interest on January 8, 2011.  “Prime Rate”
shall mean the prime commercial lending rate set forth in the “Money Rates”
section of The Wall Street Journal, as announced from time to
time.  Principal and interest shall be payable to the Payee at the
following address:  16 La Gorce Circle, Miami Beach, FL 33141, or such
other place as the Payee may designate.

      


      This
Promissory Note (this "Note") is issued subject to the following additional
terms and conditions:

      


      1.            
Type of
Payment.  Payment of both principal and interest shall be made
in currency of the United States of America which at the time of payment shall
be legal tender for the payment of public and private debts.

      


      2.            
Manner of
Payment.  Payment shall be made to Payee at the Payee's address
set forth above or such other place as Payee may designate in
writing.

      


      3.           
 Interest on
Overdue Payments.  From and after the date which is fifteen
(15) days after the date upon which any payment of principal hereunder becomes
due and payable, if the same is not timely paid, interest shall be payable on
all sums outstanding hereunder at fifteen percent (15%) per annum.

      


      
        	
                 
      

              	
                4.

              	
                Miscellaneous.

              


      

      


      (A)          This
Note shall be binding upon the Maker and its successors and
assigns.

      


      (B)           If
any provision hereof shall be held invalid or unenforceable by any court of
competent jurisdiction or as a result of future legislative action, such holding
or action shall be strictly construed and shall not affect the validity or
effect of any other provision hereof.

      


      (C)           The
validity, interpretation and effect of this Note shall be exclusively governed
by, and construed in accordance with, the laws of the State of Florida,
excluding the "conflict of laws" rules thereof.

      


      (D)           This
Note may not be amended or modified, nor shall any waiver of any provision
hereof be effective, except by an instrument in writing executed by the Maker
and Payee.

      


      (E)         
  In case suit shall be brought for the collection hereof, or if it is
necessary to place the same in the hands of an attorney for collection, the
Maker agrees to pay reasonable attorneys’ fees and costs for making such
collections.

      


      IN
WITNESS WHEREOF, the Maker has caused this Note to be executed as of the day and
year first above written.

      


      
        	 
      	
                LE@P
      TECHNOLOGY, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:
      /s/ Timothy C.
      Lincoln

              
	 
      	
                Name:
      Timothy C. Lincoln

              
	 
      	
                Acting
      Principal Executive Officer