Exhibit
      10.25


    


    DOT
      VN, INC.

    100%
      CONVERTIBLE PROMISSORY NOTE


    


    
      	
              $2,160,766.52

            	
              SAN
                DIEGO, CALIFORNIA 

            	
              AUGUST
                14, 2008

            


    

    


    


    DOT
      VN, INC., a Delaware corporation
      (“Maker”
or“Company”), hereby promises to pay to the order of THOMAS
      JOHNSON,
      (“Holder”), an individual or his assigns the sum of Two Million One Hundred
      Sixty Thousand, Seven Hundred Sixty Six Dollars and Fifty-Two Cents ($2,160,766.52),
      with
      interest at the rate of eight (8%) per annum accruing from the date of this
      100%
      Convertible Note (“Note”) until paid in full. All outstanding principal and
      accrued and unpaid interest shall become due February
      15, 2009
      (the
“Due Date”). 

    


    All
      payments due and owing under this Note shall be subject to the terms and
      conditions set forth herein. 

    


    
      	 	
              1.

            	
              Agreement.

            


    

    


    The
      Note
      is issued in connection with certain Executive Employment Agreements between
      Company and Holder, which are hereby incorporated by reference, in satisfaction
      of accrued salary and interest accruing since January 31, 2003 through June
      30,
      2007 and replaces that certain 100% Convertible Promissory Note dated August
      1,
      2007, which is deemed extinguished. 

    


    
      	 	
              2.

            	
              Register.

            


    

    


    The
      Company shall keep at its principal office a register in which the Company
      shall
      provide for the registration of the Holder of the Note or for the registration
      of a transfer of the Note to a different Holder.

    


    
      	 	
              3.

            	
              Loss
                Theft, Destruction or Mutilation of the
                Note.

            


    

    


    Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of the Note and, in the case of any such loss, theft
      or destruction, upon receipt of an indemnity bond in such reasonable amount
      as
      the Company may determine (or if such Note is held by the original Holder,
      of an
      unsecured indemnity agreement reasonably satisfactory to the Company) or, in
      the
      case of any such mutilation, upon surrender and cancellation of such Note,
      the
      Company will make and deliver, in lieu of such lost, stolen, destroyed or
      mutilated Note, a new Note of like tenor and unpaid principal amount and dated
      as of the date to which interest has been paid on the Note so lost, stolen,
      destroyed or mutilated.

    


    
      	 	
              4.

            	
              Registered
                Holder.

            


    

    


    The
      Company may deem and treat the person in whose name any Note is registered
      as
      the absolute owner and Holder of such Note for the purpose of receiving payment
      of the principal of and interest on such Note and for the purpose of any
      notices, waivers or consents thereunder, whether or not such Note shall be
      overdue, and the Company shall not be affected by notice to the contrary.
      Payments with respect to any Note shall be made only to the registered Holder
      thereof.

    


    
      	 	
              5.

            	
              Surrender
                of the Note.

            


    

    


    The
      Company may, as a condition of payment of all or any of the principal of, and
      interest on, the Note, or its conversion, require Holder to present the Note
      for
      notation of such payment and, if the Note be paid in full or converted at the
      election of Holder as herein provided, require the surrender
      hereof.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    
      	 	
              6.

            	
              Conversion.

            


    

    


    At
      any
      time prior to or at the Due Date, at the option of the Holder, all principal
      and
      accrued interest due on this Note (the “Convertible Amount”) may be converted at
      $1.43 per share of common stock (the “Conversion Price”). The Conversion Price
      shall be adjusted downward in the event the Company issues common stock (or
      securities exercisable for or convertible into or exchangeable for common stock)
      at a price below the Conversion Price, to a price equal to such issue price.
      The
      preceding adjustments shall be effective immediately at the time of the issuance
      of any security (or of any reduction in effective price of any security) on
      or
      before the Due Date. In addition, the Conversion Price shall be appropriately
      adjusted in the case of stock splits, stock dividends, recapitalizations and
      the
      like. If, on or prior to the Due Date, Holder has not elected to convert this
      Note, all outstanding principal and accrued and unpaid interest shall become
      due
      and payable. 

    


    
      	 	
              7.

            	
              Mechanics
                of Conversion.

            


    

    


    Upon
      the
      Company’s receipt of written notice of Holder’s election to convert the Note,
      the principal amount of this Note plus any accrued interest shall be deemed
      converted into such number of shares of the Company’s Common Stock as determined
      pursuant to Section 6, and no further payments shall thereafter accrue or be
      owing under the Note. The entire balance due and owing under the Note must
      be
      converted to Common Stock; no partial conversions will be allowed. Holder shall
      return this Note to the Company at the address set forth below, or such other
      place as the Company may require in writing. Within ten (10) days after receipt
      of this Note, the Company shall cause to be issued in the name of and delivered
      to Holder at the address set forth above, or to such other address as to which
      Holder shall have notified the Company in writing, a certificate and a warrant
      evidencing the securities to which Holder is entitled. No fractional securities
      will be issued upon conversion of the Note. If on conversion of the Note a
      fraction of a security results, the Company shall round up the total number
      of
      securities to be issued to Holder to the nearest whole number.

    


    
      	 	
              8.

            	
              Notices.

            


    

    


    Any
      notice required or desired to be given under this Agreement shall be in writing
      and shall be deemed given when personally delivered, one business day after
      deposit with a reputable overnight courier service for next business day
      delivery, or three days after being sent by certified or registered mail postage
      prepaid to the addresses set forth below, or such other address as to which
      one
      party may have notified the other in such manner.

    


    
      	
              If
                to Holder:

            	
              At
                the address shown on the Company’s records

            
	 	 
	
              If
                to the Company:

            	
              Dot
                VN, Inc.

            
	 	
              9449
                Balboa Ave., Suite 114

            
	 	
              San
                Diego, CA 92123

            


    

    


    
      	 	
              9.

            	
              Default.

            


    

    


    Upon
      an
      Event of Default (as defined in the Agreement) that is not cured within any
      applicable cure period set forth in the Agreement, and
      at
      the option of Holder, or Holder’s successors or assigns, Holder
      may (i) accelerate all amounts due and owing under this Note and demand payment
      immediately and/or (ii) declare the right to exercise any and all remedies
      available to Holder under applicable law.

    


    
      	 	
              10.

            	
              Miscellaneous.

            


    

    


    (a) Interest
      hereunder shall be calculated based on eight percent (8%)
      per
      annum calculated using a 360-day year composed of 12 30-day months, payable
      in
      full, unless otherwise converted to common stock in the Company, at maturity
      or
      conversion.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    (b) The
      Company agrees that all Conversion Shares at the time of issuance will be fully
      paid and non-assessable. Maker shall pay upon demand any and all expenses,
      including reasonable attorney fees, incurred or paid by Holder of this Note
      without suit or action in attempting to collect funds due under this Note or
      in
      connection with the issuance of the Conversion Shares. In the event an action
      is
      instituted to enforce or interpret any of the terms of this Note, the prevailing
      party shall be entitled to recover its costs, including reasonable attorney’s
      fees.

    


    (c) All
      parties to this Note hereby waive presentment, dishonor, notice of dishonor
      and
      protest. All parties hereto consent to, and Holder is hereby expressly
      authorized to make, without notice, any and all renewals, extensions,
      modifications or waivers of the time for or the terms of payment of any sum
      or
      sums due hereunder, or under any documents or instruments relating to or
      securing this Note, or of the performance of any covenants, conditions or
      agreements hereof or thereof or the taking or release of collateral securing
      this Note. Any such action taken by Holder shall not discharge the liability
      of
      any party to this Note.

    


    (d) The
      Company may prepay the amount due and owing under this Note.

    


    (e) This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      California without regard to conflict of law principles.

    


    (f) All
      payments due and owing under this Note shall be delivered to Holder at the
      address set forth below unless Holder provides the Company with written notice
      of a change of such instructions.  

    


    (g) Capitalized
      terms used but not defined in this Note have the meanings assigned to them
      in
      the Agreement. 

     

    IN
      WITNESS WHEREOF, the parties execute this Note as of this 14st
      day of
      August, 2008.

    
 

    


    
      	
              “Company”
                and “Maker”

            	 	
              “Holder”

            
	
              DOT
                VN, INC. 

            	 	
               

            
	 	 	 
	
              /s/
                Lee Johnson

            	 	
              /s/
                Thomas Johnson

            
	
              By:
                Lee Johnson

            	 	
              Thomas
                Johnson

            
	
              Its:
                President 

            	 	 


    


    
      
         

      

      
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