EXHIBIT
      4.12

    


    NEITHER
      THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
      TRANSFERRED WITHOUT COMPLIANCE WITH SUCH REQUIREMENTS OR A WRITTEN OPINION
      OF
      COUNSEL ACCEPTABLE TO THE OBLIGOR THAT SUCH TRANSFER WILL NOT RESULT IN ANY
      VIOLATION OF SUCH LAWS OR AFFECT THE LEGALITY OF THEIR
      ISSUANCE.

     

    CONVERTIBLE
      PROMISSORY NOTE

     

    
      	
              US$561,558

            	
              July
                24, 2008

            


    

     

    FOR
      VALUE RECEIVED,
      the
      undersigned, Single Touch Interactive, Inc., a Nevada corporation (the
      "Obligor"), hereby promises to pay to the order of Activate, Inc., 2235 Carson
      St., Suite 2202, Carson City, NV 89706 (the "Holder"), the principal sum of
      Five
      Hundred Sixty One Thousand Five Hundred Fifty-Eight Dollars ($561,558) payable
      as set forth below. The Obligor also promises to pay to the order of the Holder
      interest on the principal amount hereof at a rate of 8% per annum, which
      interest shall be payable monthly. Interest shall be calculated on the basis
      of
      the year of 365 days and for the number of days actually elapsed. The payments
      of principal and interest hereunder shall be made in coin or currency of the
      United States of America which at the time of payment shall be legal tender
      therein for the payment of public and private debts.

    


    This
      Note
      shall be subject to the following additional terms and conditions:

    


    1. Payments.
      Subject
      to Section 2 hereof, all principal shall be due on demand of the Holder or
      hereunder in one (1) installment on July 15, 2010 (the "Maturity Date"). In
      the
      event that any payment to be made hereunder shall be or become due on Saturday,
      Sunday or any other day which is a legal bank holiday under the laws of the
      Unites States, such payment shall be or become due on the next succeeding
      business day.

    


    2. Prepayment.
      The
      Obligor and the Holder understand and agree that the principal amount of this
      Note may not be prepaid by the Obligor prior to the maturity date without the
      express written consent of the Holder. Such consent shall be at the sole
      discretion of the holder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    3. Conversion.

    


    (a) This
      Note, excluding accrued interest, shall be convertible into shares of the
      Obligor's common stock, par value $0.001 per share ("Common Stock"), at a
      conversion price of Eight Cents ($0.08) per share (the "Conversion Price")
      at
      the option of the Holder in whole or in part at any time. The Holder shall
      effect conversions by surrendering to the Company the Note and by delivering
      to
      the Company a conversion notice in the form attached hereto as Exhibit A (the
      "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the
      amount of principal and interest to be converted and the date on which such
      conversion is to be effected, which date may not be prior to the date the Holder
      delivers such Holder Conversion Notice by facsimile (the "Conversion Date").
      If
      the Holder is converting less than the entire principal and interest amount
      of
      this Note, then the Obligor shall deliver to the Holder a new Note for such
      principal and interest amount as has not been converted with two (2) business
      days of the Conversion Date. Each Holder Conversion Notice, once given, shall
      be
      irrevocable.

    


    (b) Not
      later
      than five (5) business days after the Conversion Date, the Obligor will deliver,
      or will cause to be delivered, to the Holder a certificate or certificates
      representing the number of shares of Common Stock being acquired upon the
      conversion of all or a portion of the principal amount of this Note, including
      certificates representing the number of shares of Common Stock as equals the
      accrued but unpaid interest thereon divided by the Conversion
      Price.

    


    (c) Certificates
      representing shares of Common Stock to be delivered upon a conversion hereunder
      may bear restrictive legends and may be subject to trading restrictions on
      the
      stock transfer books of the Obligor. The Obligor shall not be obligated to
      issue
      certificates evidencing the shares of Common Stock issuable upon conversion
      of
      this Note until the Note is delivered for conversion to the Company, or until
      the Holder notifies the Obligor that this Note has been lost, stolen or
      destroyed and provides a bond and other supporting documentation reasonably
      satisfactory to the Obligor (or other adequate security reasonably acceptable
      to
      the Obligor).

    


    (d) The
      Obligor covenants that it will at all times reserve and keep available out
      of
      its authorized and unissued Common Stock, or its authorized and issued Common
      Stock held in its treasury, solely for the purpose of issuance upon conversion
      of this Note and payment of interest on this Note, each as herein provided,
      free
      from preemptive rights or any other actual contingent purchase rights of persons
      other than the Holder, such number of shares of Common Stock as is equal to
      the
      number of shares of Common Stock as shall be issuable upon the conversion of
      the
      principal amount of this Note. The Obligor covenants that all shares of Common
      Stock that shall be so issuable shall, upon issuance thereof, be duly and
      validly authorized, issued and fully paid, and nonassessable.

    


    (e) Upon
      a
      conversion hereunder the Obligor shall not be required to issue stock
      certificates representing fractions of shares of Common Stock, but may either
      make a cash payment in respect of any final fraction of a share based on the
      Conversion Price or round up to the next whole share of Common
      Stock.

    


    (f) The
      issuance of certificates for shares of Common Stock upon conversion of this
      Note
      shall be made without charge to the Holder for any documentary stamp or similar
      taxes that may be payable in respect of the issue or delivery of such
      certificate, provided that the Obligor shall not be required to pay any tax
      that
      may be payable in respect of any transfer involved in the issuance and delivery
      of any such certificate upon conversion in a name other than that of the
      original Holder.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (g) Any
      and
      all notices or other communications or deliveries to be provided by the Holder
      hereunder, including, without limitation, any Conversion Notice, shall be in
      writing and delivered personally, by facsimile, sent by a nationally recognized
      overnight courier service or sent by certified or registered mail, postage
      prepaid, addressed to the attention of the Chief Executive Officer of the
      Obligor at the facsimile telephone number or address of the principal place
      of
      business of the Obligor. Any and all notices or other communications or
      deliveries to be provided by the Obligor hereunder shall be in writing and
      delivered personally, by facsimile, sent by a nationally recognized overnight
      courier service or sent by certified or registered mail, postage prepaid,
      addressed to the Holder at the facsimile telephone number or address of the
      Holder appearing on the books of the Obligor, or if no such facsimile telephone
      number or address appears, at the principal place of business of the Holder.
      Any
      notice or other communication or deliveries hereunder shall be deemed given
      and
      effective on the earliest of (i) the date of transmission, if delivered via
      facsimile prior to 4:30 p.m. (Pacific Time) on a business day, (ii) the business
      day after the date of transmission, if delivered via facsimile later than 4:30
      p.m. (Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time)
      on
      such date, (iii) one (1) business day following the date of sending, if sent
      by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given.

    


    4. No
      Waiver.
      No
      failure or delay by the Holder in exercising any right, power or privilege
      under
      the Note 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 of any rights or remedies provided by
      law.
      No course of dealing between the Obligor and the Holder shall operate as a
      waiver of any rights by the Holder.

    


    5. Waiver
      of Presentment and Notice of Dishonor.
      The
      Obligor and all endorsers, guarantors and other parties that may be liable
      under
      this Note hereby waive presentment, notice of dishonor, protest and all other
      demands and notices in connection with the delivery, acceptance, performance
      or
      enforcement of this Note.

    


    6. Place
      of Payment.
      All
      payments of principal of this Note and the interest due hereon shall be made
      at
      such place as the Holder may from time to time designate in
      writing.

    


    7. Events
      of Default.
      The
      entire unpaid principal amount of this Note and the interest due hereon shall,
      at the option of the Holder exercised by written notice to the Obligor forthwith
      become and be due and payable, without presentment, demand, protest or other
      notice of any kind, all of which are hereby expressly waived, if any one or
      more
      of the following events (herein called "Events of Default") shall have occurred
      (for any reason whatsoever and whether such happening shall be voluntary or
      involuntary or come about or be effected by operation of law or pursuant to
      or
      in compliance with any judgement, decree or order of any court or any order,
      rule or regulation of any administrative or governmental body) and be continuing
      at the time of such notice:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (a) 
      if
      default shall be made in the due and punctual payment of the principal of this
      Note and the interest due thereon when and as the same shall become due and
      payable, whether at maturity, or by acceleration or otherwise, and such default
      have continued for a period of five (5) days;

    


    (b) if
      the
      Obligor shall:

    


    
      	 	
              (i)

            	
              admit
                in writing its inability to pay its debts generally as they become
                due;

            


    

    


    
      	 	
              (ii)

            	
              file
                a petition in bankruptcy or petition to take advantage of any insolvency
                act;

            


    

    


    
      	 	
              (iii)

            	
              make
                assignment for the benefit of
                creditors;

            


    

    


    
      	 	
              (iv)

            	
              consent
                to the appointment of a receiver of the whole or any substantial
                part of
                its property;

            


    

    


    
      	 	
              (v)

            	
              on
                a petition in bankruptcy filed against it, be adjudicated a
                bankrupt;

            


    

    


    
      	 	
              (vi)

            	
              file
                a petition or answer seeking reorganization or arrangement under
                the
                Federal bankruptcy laws or any other applicable law or statute of
                the
                United States of America or any State, district or territory thereof;
                or

            


    

    


    (c) if
      the
      court of competent jurisdiction shall enter an order, judgment, or decree
      appointing, without the consent of the Obligor, a receiver of the whole or
      any
      substantial part of the Obligor's property, and such other, judgment or decree
      shall not be vacated or set aside or stayed with ninety (90) days from the
      date
      of entry thereof;

    


    (d) if,
      under
      the provisions of any other law for the relief or aid of debtors, any court
      or
      competent jurisdiction shall assume custody or control of the whole or any
      substantial part of Obligor's property and such custody or control shall not
      be
      terminated or stayed within (90) days from the date of assumption of such
      custody or control; and

    


    (e) if
      (i)
      the Company sells, licenses, or otherwise transfers all or substantially all
      of
      its assets or (ii) merges with or into another entity in a change of control
      transaction.

    


    8. Remedies.
      In case
      any one or more of the Events of Default specified in Section 7 hereof shall
      have occurred and be continuing, the Holder may proceed to protect and enforce
      its rights whether by suit and/or equity and/or by action law, whether for
      the
      specific performance of any covenant or agreement contained in this Note or
      in
      aid of the exercise of any power granted in this Note, or the Holder may proceed
      to enforce the payment of all sums due upon the Note or enforce any other legal
      or equitable right of the Holder.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    9. Registration
      Rights.
      Holder
      shall have unlimited piggyback rights, subject to the Company having first
      priority to issue primary shares on Company-initiated registrations. The Company
      will pay all expenses, etc. relating to the piggyback registrations, and will
      provide appropriate indemnification.

    


    10. Severability.
      In the
      event that one or more of the provisions of this Note shall for any reason
      be
      held invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision of this
      Note, but this Note shall be construed as if such invalid, illegal or
      unenforceable provision had never been contained herein.

    


    11. Governing
      Law
      This
      Note and the right and obligations of the Obligor and the Holder shall be
      governed by and construed in accordance with the laws of the State of
      California. Any action to enforce this Note shall be in the federal or state
      court sitting in San Diego County.


    


    IN
      WITNESS WHEREOF,
      Single
      Touch Interactive, Inc. has signed this Note as of the 24th
      day of
      July 2008.

    


    OBLIGOR:

    


    Single
      Touch Interactive, Inc.


    


    
      	
              By:

            	 	
              /s/
                Anthony Macaluso

            
	 	 	
              Anthony
                Macaluso

            
	 	 	
              President
                and Chief Executive Officer

            
	 	 	 
	 	 	
              /s/
                Larry Dunn

            
	 	 	
              Larry
                Dunn

            
	 	 	
              Director

            
	 	 	 
	 	 	
              /s/
                Richard Siber

            
	 	 	
              Richard
                Siber

            
	 	 	
              Director

            


    

    


    
      
        
        

      

      
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