Exhibit
      4.2




THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED
      FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF IN
      THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTES UNDER THE
      SECURITIES ACT OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE
      SATISFACTORY TO THE ISSUER OF THIS NOTE, THAT REGISTRATION IS NOT REQUIRED
      UNDER
      SAID ACT.




INTERACTIVE
      SYSTEMS WORLDWIDE INC.


14%
      Non-Negotiable Promissory Notes


Due
      July
      31, 2008




$_____________
            January
                22, 2008




FOR
      VALUE
      RECEIVED, the undersigned, Interactive Systems Worldwide Inc., a Delaware
      corporation (the “Company”), promises to pay to _______________ (the
“Purchaser”) on July 31, 2008, the principal sum of ________________________
      ($________), together with accrued interest from the date hereof on the unpaid
      principal balance of this Note, at a rate per annum equal to 14%; provided
      that
      during the continuance of an Event of Default (as hereinafter defined) interest
      shall accrue on this Note at a rate per annum equal to the highest rate
      permitted by applicable law (but no more than 28% per annum).




All
      payments of principal and interest shall be made by wire transfer to an account
      designated by the Purchaser to the Company in writing.




The
      Company may prepay this Note, in whole or in part, at any time and from time
      to
      time, without penalty or premium, provided that (i) each such prepayment is
      accompanied by accrued interest on the amount of principal prepaid calculated
      to
      the date of such prepayment, and (ii) all Notes issued pursuant to the NPA
      (as
      hereinafter defined) are proportionately prepaid.




The
      Company shall pay, on demand, all expenses, including reasonable costs of
      collection and reasonable attorneys’ fees and costs, incurred or sustained by
      the Purchaser in connection with the enforcement or protection of its rights
      under this Note.




This
      Note
      is one of the Company’s Notes, which have been and are to be issued pursuant to
      the Note Purchase Agreement dated as of January 14, 2008 (the “NPA”) between the
      Company, the Purchaser and the other purchasers party thereto and is subject
      to
      the terms and conditions of, and shall be construed in accordance with the
      provisions of, the Agreement. All capitalized terms not defined herein shall
      have the meanings given to them in the Agreement.









If
      any of
      the following events (each an “Event of Default”) shall occur and be
      continuing:




(a)  the
      Company shall fail to pay when due any principal amount of or interest on the
      Notes; or




(b)  the
      Company shall fail to perform or observe any obligation or covenant or term
      contained in Sections 3.1, 3.2 or 3.3 of the Agreement; or




(c)  (i)
      an
      involuntary case under any applicable bankruptcy, insolvency or other similar
      law now or hereafter in effect shall be commenced against the Company or its
      subsidiary, Global Interactive Gaming Limited (“GIG”), or a court shall enter a
      decree or order appointing a receiver, liquidator, assignee, custodian, trustee,
      sequestrator (or other similar official) of the Company or GIG, or for any
      substantial part of any of its properties, or ordering the winding-up or
      liquidation of any of its affairs, and such case shall not be dismissed in
      60
      days, or such decree or order shall remain unstayed and in effect for a period
      of 30 consecutive days; or (ii) the Company or GIG shall commence a voluntary
      case under any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, shall consent to the entry of an order for relief in an
      involuntary case under any such law, or shall consent to the appointment of
      or
      taking possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) of the Company or GIG, or for all
      or
      any substantial part of its properties, or shall make any general assignment
      for
      the benefit of creditors, or shall fail generally to pay its debts as they
      become due, or shall take any action in furtherance of any of the
      foregoing;




then
      the
      holders of not less than a majority in aggregate principal amount of the Notes
      then outstanding may by notice to the Company declare the entire outstanding
      principal of all the Notes, and all accrued and unpaid interest thereon, to
      be
      immediately due and payable, whereupon the same shall become forthwith due
      and
      payable without presentment, demand, protest or further notice of any kind,
      all
      of which are hereby expressly waived by the Company, provided that if
      an event described in the preceding subparagraph (c) shall occur, the
      result which would otherwise occur only upon giving of notice by Noteholders
      to
      the Company as specified in this sentence shall occur automatically, without
      the
      giving of any such notice. Additionally, the Noteholders may exercise any or
      all
      of their rights and remedies available to them under applicable
      law.




The
      Company waives diligence, presentment, demand, notice of dishonor, protest
      and
      any other demands and notices in connection with the delivery, acceptance,
      performance and enforcement of this Note. The non-exercise by the Purchaser
      of
      any of its rights hereunder in any particular instance shall not constitute
      a
      waiver thereof in that or any subsequent instance.




This
      Note
      shall be governed by, and interpreted and construed in accordance with, the
      laws
      of the State of New York (without regard to the choice of law provisions
      thereof).




This
      Note
      shall not be assigned, transferred or pledged by the Purchaser without the
      express prior written consent of the Company.




*[signature
      page follows]*




2




**IN
      WITNESS WHEREOF** ,
      the
      Company has duly executed this Note the day and year first above
      written.




**INTERACTIVE
                  SYSTEMS WORLDWIDE INC.**ByName
              Bernard
                  AlbaneseTitle:
              Chairman
                  of the Board,President
                  and Chief Executive Officer