ex10_2.htm


    EXHIBIT
10.2

     

     

    $400,000July
15, 2008

    


    


    PROMISSORY
NOTE

    


    FOR VALUE
RECEIVED, Derek J.
Leach, an individual with an address at Flat 2, 31 Palace Gate, London W
85 LZ, United Kingdom (hereinafter referred to herein as "Maker") promises to
pay to the order of Information
Systems Associates, Inc., 1151 SW 30th Street,
Palm City, Florida, 34990 (hereinafter referred to as "Payee") the principal sum
of Four Hundred Thousand Dollars ($400,000) as follows:

    


    1. Payments.  Maker
shall make four (4) equal payments of One Hundred Thousand Dollars ($100,000) to
the Payee on or before the first day of each month beginning September 1, 2008
and ending December 1, 2008.  This note shall be a non-interest
bearing note except in the event of default, in which case interest shall accrue
at a rate equal to the statutory rate of interest on judgments in the State of
Florida.

    


    2. Place of
Payment.  All payments of principal and interest to be made by
Maker hereunder shall be made by check or wire transfer in lawful money of the
United States of America without deduction, set-off or counterclaim, to Payee at
1151 SW 30th Street,
Palm City, Florida, 34990, or to such other person or at such other place as
Payee shall designate from time to time.

    


    3. Offshore Stock Purchase
Agreement (the “Agreement”).  This Note is given in connection
with the Agreement of even date herewith and is subject to the terms and
conditions of the Agreement. 

    


    4. Default.  Failure
of Maker to pay any installment due under this Note within fifteen
(15)  days of the date due constitutes default. 

    


    5. Presentment, Demand,
etc..  Maker waive presentment, demand, protest, notice of
protest, notice of dishonor, and any other notice or demand to which they might
otherwise be entitled.

    


    6. Modification.  No
waiver or modification of the terms of this Note shall be valid unless in
writing, signed by Maker and Payee. Any modification shall be valid only to the
extent set forth in writing.

    


    7. Partial
Invalidity.  If any term or provision of this Note shall be
held invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby.

    


    8. Payee's
Rights.  Upon default of any of Maker’s obligations under this
Note or the Agreement, Payee may declare the entire unpaid balance due to Payee
and may exercise any rights and remedies as provided under the Note and
Agreement or as provided by law or equity. 

    


    9. Non-Waiver By
Payee.  No failure by Payee to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by Payee or any right or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right or remedy.  The rights and remedies of Payee as herein specified
are cumulative and not exclusive of any other rights or remedies which Payees
may otherwise have.

    


    10. Remedies
Cumulative.  The remedies of Payee provided in this Note and in
the Agreement, or otherwise available to Payee at law or in equity shall be
cumulative and concurrent and may be pursued singly, successively and together
at the sole discretion of the Payee, and may be exercised as often as occasion
therefore shall occur.  The failure to exercise any right or remedy
shall in no event be construed as a waiver or release or remedy.

    


    11. Notice.   Any
notice required to be given under this Note shall be given by first class mail
to Maker at Flat 2, 31 Palace Gate, London W 85 LZ, United Kingdom and to the
Payee at 1151 SW 30th Street,
Palm City, Florida, 34990.

    


    12. General
Provisions.  Upon any change in the terms of this Note, and
unless otherwise expressly state in writing, the Maker shall not be released
from liability.  The Maker agrees that Payee may renew or extend
(repeatedly and for any length of time) this Note, or take any other action
deemed necessary by Payee without the consent of or notice to
anyone.  

     

    13. Assignment.  This
Note shall inure to the benefit of and be binding upon the parties and their
respective successors and assigns.  Payee’s interests in and rights
under this Note are freely assignable, in whole or in part, by
Payee.  Maker may not assign his rights and interest hereunder without
the prior written consent of Payee, and any attempt by Maker to assign without
Lender’s prior written consent is null and void.  Any assignment of
the Agreement shall not release Maker from his obligations under this
Note.

     

    14. Conflict Between
Documents.  If the terms of this Note should conflict with the
terms of the Agreement, the terms of this Note shall control.

     

    15. Governing Law; Venue;
Jurisdiction. This Agreement has been negotiated and is being contracted
for in the United States, State of Florida.  It shall be governed by
and interpreted in accordance with the laws of the United States and the State
of Florida, regardless of any conflict-of-law provision to the
contrary.  In any dispute arising out of or connected with this
Agreement, the M Maker (a) consents to the exclusive jurisdiction of the courts
of the State of Florida or the federal district court for Florida; (b) consents
to the personal jurisdiction of such courts; and (c) waives any objection to
personal jurisdiction or venue.

     

    16. Attorney’s
Fees.  If any legal action or other proceeding is brought for
the enforcement of or to declare any right or obligation under this Note or as a
result of a breach, default or misrepresentation in connection with any of
the  provisions of this Agreement, or otherwise because of a dispute
among the parties hereto, the prevailing party will be entitled to recover
actual attorney’s fees (including for appeals and collection  and
including the actual cost of in-house counsel, if any) and other expenses
incurred in such action or proceeding, in addition to any other relief to which
such party may be entitled.

     

    17. Waiver of Jury
Trial.  MAKER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING INVOLVING THIS AGREEMENT TO THE FULLEST EXTENT HE MAY LEGALLY AND
EFFECTIVELY DO SO.

     

    IN WITNESS WHEREOF, the
undersigned has duly executed this Note as of the day and year first above
written.

     

    MAKER:

     

    
      	
              /s/
      Derek J. Leach 

              Derek
      J. Leach