**Exhibit10.2****SUBORDINATED NOTE PURCHASE AGREEMENT**     This SUBORDINATED NOTE PURCHASE AGREEMENT dated as of August 30, 2007 (this “Agreement”) byand among Brookside Technology Holding Corp., a Florida corporation (the “Company”), and DynamicDecisions Growth Premium and Dynamic Decisions Strategic Opportunities (collectively, the“Purchaser”).     In consideration of the foregoing recitals and for good and other valuable considerationhereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the partieshereto, intending to be legally bound, hereby agree as follows:     1. **Subordinated Note**. Purchaser shall loan to the Company $1,000,000 on the terms setforth in the Subordinated Promissory Note attached hereto as **Exhibit 1** (the “Note”).Purchaser acknowledges that the loan is fully subordinated to all of the Company’s senior lendersand agrees to enter into a subordination and/or intercreditor agreement with such lenders.Purchaser has reviewed all of the Company’s filings with the Securities and Exchange Commission(the “SEC”), including all of the risk factors contained therein. Purchaser acknowledges that itsobligation to provide the loan is not contingent on the closing of any acquisition or equity raiseby or on behalf of the Company and that the Company may not be able to continue as a going concern,as set forth in the Company SEC filings. However, if the Company raises equity in excess of$600,000 between the date hereof and December 31, 2007, the net amount of such excess shall beapplied to repay any amounts that remain outstanding under the Note, unless such repayment isprohibited by the Company’s senior lenders. Similarly, if the Company raises equity after December31, 2007, the net amount raised by the Company shall be applied to repay any amounts that remainoutstanding under the Note, , unless such repayment is prohibited by the Company’s senior lenders.     2. **Warrants**. In consideration of the forgoing loan, the Company shall issue toPurchaser a warrant to purchase 10,000,000 shares of the Company’s common stock at an exerciseprice per share of $0.114 on the terms set forth in the Warrant attached hereto as **Exhibit2** (the “Warrant”).     3. **Representations and Warranties**. Purchaser hereby represents and warrants to theCompany as follows:          a. **Organization and Standing**. If Purchaser is an entity, Purchaser is a corporation, limitedliability company or partnership duly incorporated or organized, validly existing and in goodstanding under the laws of the jurisdiction of its incorporation or organization.          b. **Authorization and Power.**Purchaser has the requisite power and authority to enter into andperform this Agreement, the Note and the Warrant (collectively, the “Transaction Documents”) and topurchase or otherwise acquire the Note and the Warrants (collectively, the “Securities”). Theexecution, delivery and performance of the Transaction Documents by Purchaser and the consummationby it of the transactions contemplated hereby have been duly authorized by all necessary corporateor partnership action, and no further consent or authorization of Purchaser, as applicable, or itsBoard of Directors, stockholders, or
 

 
partners, as the case may be, is required. The Transaction Documents constitute valid andbinding obligations of Purchaser enforceable against Purchaser in accordance with their terms,except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affectinggenerally the enforcement of, creditor’s rights and remedies or by other equitable principles ofgeneral application.          c. **Acquisition for Investment**. Purchaser is acquiring the Securities solely for its ownaccount and not with a view to or for sale in connection with distribution. Purchasers does nothave a present intention to sell any of the Securities, or a present arrangement (whether or notlegally binding) or intention to effect any distribution of any of the Securities to or through anyperson or entity; provided, however, that by making the representations herein, Purchaser does notagree to hold the Securities for any minimum or other specific term and reserves the right todispose of the Securities at any time in accordance with federal and state securities lawsapplicable to such disposition. Purchaser acknowledges that it (i) has such knowledge andexperience in financial and business matters such that Purchaser is capable of evaluating themerits and risks of Purchaser’s investment in the Company; (ii) is able to bear the financial risksassociated with an investment in the Securities; and (iii) has been given full access to suchrecords of the Company and the Subsidiaries and to the officers of the Company and the Subsidiariesas it has deemed necessary or appropriate to conduct its due diligence investigation.          d. **Rule 144**. Purchaser acknowledges that the Securities, nor the shares of the Common Stockunderlying the Warrants, have not been registered under the Securities Act of 1933, as amended (the“Act”), or any applicable state securities laws in reliance upon exemption provisions of the Actand such other laws; and accordingly, no Federal or state agency has made any recommendation orendorsement as to, or otherwise passed on the merits of, purchasing the shares. Purchaser furtheracknowledges that there will be no public market for the shares and that it will not be possible toreadily liquidate his or her investment. Because the Common Stock has not been registered underthe Act or state law, Purchaser must bear the economic risks of investment for an indefinite periodof time and Purchaser understands that the Securities must be held indefinitely unless suchSecurities are registered under the Securities Act or an exemption from registration is available.Purchaser acknowledges that such person is familiar with Rule 144 of the rules and regulations ofthe Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and thatPurchaser has been advised that Rule 144 permits resales only under certain circumstances.Purchaser understands that, to the extent that Rule 144 is not available, Purchaser will be unableto sell any Securities without either registration under the Securities Act or the existence ofanother exemption from such registration requirement.          e. **Independent Inquiry**. Purchaser has been given (i) access to all books and records, legaldocuments and other material information of the Company; (ii) access to all material contracts anddocuments of the Company relating to the sale of the shares and the Company’s business; and (iii)an opportunity to ask questions of and receive answers from the executive officers of the Company,regarding the information in (i) and (ii) above. Purchaser has made such investigation andexamination of the affairs of the Company and has obtained such information relating thereto as heor she deems necessary to verify the accuracy of the information furnished to him or her. Purchaserhas received no representation or warranty from any person regarding the Company or its business orprospects, or the shares or the underlying securities; and
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Purchaser acknowledges that the ability of the Company to achieve its business objective isuncertain. Purchaser understands that the Company currently does not have any operations.          f. **General**. Purchaser understands that the Securities are being offered and sold in relianceon a transactional exemption from the registration requirements of federal and state securitieslaws and the Company is relying upon the truth and accuracy of the representations, warranties,agreements, acknowledgments and understandings of Purchaser set forth herein in order to determinethe applicability of such exemptions and the suitability of Purchaser to acquire the Securities.The information provided to the Company by Purchaser is true and accurate and contains no materialmisstatements. Purchaser understands that no United States federal or state agency or anygovernment or governmental agency has passed upon or made any recommendation or endorsement of theSecurities.          g. **No General Solicitation**. Purchaser acknowledges that the Securities were not offered toPurchaser, as applicable, by means of any form of general or public solicitation or generaladvertising, or publicly disseminated advertisements or sales literature, including (i) anyadvertisement, article, notice or other communication published in any newspaper, magazine, orsimilar media, or broadcast over television or radio; or (ii) any seminar or meeting to whichPurchaser, as applicable, was invited by any of the foregoing means of communications. Purchaser inmaking the decision to purchase the Securities, has relied upon independent investigation made byit and has not relied on any information or representations made by third parties.          h. **Accredited Investor**. Purchaser is an “accredited investor” (as defined in Rule 501 ofRegulation D), and Purchaser has such experience in business and financial matters that it iscapable of evaluating the merits and risks of an investment in the Securities. Purchaser is notrequired to be registered as a broker-dealer under Section 15 of the Exchange Act and Purchaser isnot a broker-dealer. Purchaser acknowledges that an investment in the Securities is speculative andinvolves a high degree of risk.          i. **Sophistication.**Purchaser has sufficient knowledge and experience in business and financialmatters to evaluate the merits and risks of an investment in the Company and is able to bear theeconomic risks inherent in this investment and has the ability, at the present time, to afford acomplete loss of the undersigned’s entire investment in the Company. Purchaser’s overall commitmentto investments which are not readily marketable is not disproportionate to his or her net worth inlight of his or her business or investments, and Purchaser’s investment in the Company will notcause such overall commitment to be disproportionate. Purchaser has adequate means of providing forhis or her current financial needs and possible personal contingencies and has no need forliquidity in this investment.     4. **TO RESIDENTS OF FLORIDA****:**THE INTEREST OFFERED HEREIN HAVE NOT BEEN REGISTERED WITHTHE FLORIDA DIVISION OF SECURITIES. PURSUANT TO FLORIDA STATUTES, SECTION 517.061(11) (A) (5),INVESTORS MAY ELECT, WITHIN THREE (3) BUSINESS DAYS AFTER DELIVERY OF THEIR SUBSCRIPTION AGREEMENTAND THE PURCHASE PRICE FOR THE INTEREST, TO WITHDRAW THEIR SUBSCRIPTION AND RECEIVE A FULL REFUND(WITHOUT INTEREST) OF SUCH PURCHASE PRICE. THIS WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TOANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, AN INVESTOR SHOULD SEND A LETTER INDICATING
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THE INTENTION TO WITHDRAW, POSTMARKED PRIOR TO THE END OF THE THIRD BUSINESS DAY AFTERDELIVERY OF FUNDS TO THE PARTNERSHIP, RETURN RECEIPT REQUESTED, TO THE COMPANY AT THE ADDRESS SETFORTH BELOW. ANY ORAL REQUESTS FOR RESCISSION SHOULD BE ACCOMPANIED BY A REQUEST FOR WRITTENCONFIRMATION THAT THE ORAL REQUEST WAS RECEIVED ON A TIMELY BASIS.     5. **Fees and Expenses**. Each party shall pay the fees and expenses of its advisors,counsel, accountants and other experts, if any, and all other expenses, incurred by such partyincident to the negotiation, preparation, execution, delivery and performance of this Agreement.     6. **Governing Law; Consent to Jurisdiction; Venue**. This Agreement shall be governed byand construed in accordance with the internal laws of the State of Florida, without giving effectto any of the conflicts of law principles which would result in the application of the substantivelaw of another jurisdiction. This Agreement shall not be interpreted or construed with anypresumption against the party causing this Agreement to be drafted. The parties agree that venuefor any dispute arising under this Agreement will lie exclusively in the state or federal courtslocated in Hillsborough County, Florida, and the parties irrevocably waive any right to raise forumnon conveniens or any other argument that Florida is not the proper venue. The parties irrevocablyconsent to personal jurisdiction in the state and federal courts of the state of Florida. Eachparty hereto consent to process being served in any such suit, action or proceeding by mailing acopy thereof to such party at the address in effect for notices to it under this Agreement andagrees that such service shall constitute good and sufficient service of process and noticethereof. Nothing in this section shall affect or limit any right to serve process in any othermanner permitted by law. The parties hereto hereby agree that the prevailing party in any suit,action or proceeding arising out of or relating to the Securities, this Agreement or the otherTransaction Documents, shall be entitled to reimbursement for reasonable legal fees from thenon-prevailing party. The parties hereby waive all rights to a trial by jury.     7. **Entire Agreement; Amendment**. This Agreement and the Transaction Documents containthe entire understanding and agreement of the parties with respect to the matters covered herebyand they supersede all prior understandings and agreements with respect to said subject matter, allof which are merged herein. No provision of this Agreement may be waived or amended other than by awritten instrument signed by the Company and Purchaser.     8. **Notices**. All notices and other communications given or made pursuant to thisAgreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery tothe party to be notified; (b) when sent by confirmed electronic mail or facsimile if sent duringnormal business hours of the recipient, and if not so confirmed, then on the next business day; (c)five (5) days after having been sent by registered or certified mail, return receipt requested,postage prepaid; or (d) one (1) business day after deposit with a nationally recognized overnightcourier, specifying next day delivery, with written verification of receipt. All communicationsshall be sent to the respective parties at their address as set forth below, or to such address orfacsimile number as subsequently modified by written notice given in accordance with this section.Any party hereto may from time to time change its address for notices by giving written notice ofsuch changed address to the other parties hereto.
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       If to Company:   If to Purchaser:                                   9. **Waivers**. No waiver by any party of any default with respect to any provision,condition or requirement of this Agreement shall be deemed to be a continuing waiver in the futureor a waiver of any other provision, condition or requirement hereof, nor shall any delay oromission of any party to exercise any right hereunder in any manner impair the exercise of any suchright accruing to it thereafter.     10. **Headings**. The article, section and subsection headings in this Agreement are forconvenience only and shall not constitute a part of this Agreement for any other purpose and shallnot be deemed to limit or affect any of the provisions hereof.     11. **Successors and Assigns**. This Agreement shall be binding upon and inure to thebenefit of the parties and their successors and assigns. After the Closing, the assignment by aparty to this Agreement of any rights hereunder shall not affect the obligations of such partyunder this Agreement.     12. **Survival**. The representations and warranties shall survive the execution anddelivery hereof and the Closing.     13. **Counterparts**. This Agreement may be executed in any number of counterparts, all ofwhich taken together shall constitute one and the same instrument and shall become effective whencounterparts have been signed by each party and delivered to the other parties hereto, it beingunderstood that all parties need not sign the same counterpart.     14. **Severability**. The provisions of this Agreement are severable and, in the eventthat any court of competent jurisdiction shall determine that any one or more of the provisions orpart of the provisions contained in this Agreement shall, for any reason, be held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall notaffect any other provision or part of a provision of this Agreement and this Agreement shall bereformed and construed as if such invalid or illegal or unenforceable provision, or part of suchprovision, had never been contained herein, so that such provisions would be valid, legal andenforceable to the maximum extent possible.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovestated.               **Brookside Technology Holding Corp.**   **PURCHASER**                           Dynamic Decisions Growth Premium                 By:       By:                  Name:       Name:                     Title:      Title:                                           Dynamic Decisions Strategic Opportunities                         By:                            Name:                             Title:                    
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