CONVERTIBLE PROMISSORY NOTE

NEITHER THE SECURITIES REPRESENTED BY THIS CONVERTIBLE SECURED PROMISSORY NOTE NOR THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO SUCH SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT, BUT, THEN, ONLY UPON THERE HAVING FIRST BEEN OBTAINED A WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR STATE SECURITIES LAW.

FOR VALUE RECEIVED ,   Innovative Software Technologies, Inc.,   a California corporation, having its principal place of business located at 3998 FAU Blvd., Bldg. 1-210, Boca Raton, Florida (the "Company"), hereby promises to pay to the order of Crescent International Ltd. , a Bermuda corporation, having its principal place of business located   at 84 av. Louis-Casaï, CH 1216 COINTRIN , Geneva Switzerland, (the "Original Holder"), or registered assigns (each, a "Subsequent Holder", and, together with the Original Holder, a "Holder" or the "Holders"), in immediately available funds and subject to the terms hereof, the principal sum of   Three Hundred Thousand dollars and 00/100 (USD $300,000 ) payable in a single sum on the earlier of (i) the date that is one hundred eighty (180) days after the date of this Note or (ii) the Mandatory Repayment Date. For purposes hereof, the term “Mandatory Repayment Date” shall mean the date that is fourteen (14) days after the Company closes any public or private equity or debt offering for cash that, together with all preceding public or private equity or debt offerings for cash that closed after the date of this Note, results in the Company receiving gross cash proceeds of at least $2,000,000 (provided that purchase money financing for equipment or capital assets shall be excluded from this calculation).

1.   Registered Owner . The Company may consider and treat the person or entity in whose name this Note shall be registered as the absolute owner hereof for all purposes whatsoever (whether or not this Note shall be overdue) and the Company shall not be affected by any notice to the contrary. The registered owner of this Note shall have the right to transfer it by assignment and the transferee thereof, upon its registration as owner of this Note, shall become vested with all the powers and rights of the transferor. Registration of any new owner shall take place upon presentation of this Note to the Company at its principal place of business together with an assignment of this Note duly authenticated. In the case of transfers by operation of law, the transferee shall notify the Company of such transfer and of its address, and shall submit appropriate evidence regarding the transfer so that this Note may be registered in the name of the transferee. This Note is transferable only on the books of the Company by the Holder, in person or by attorney, upon the surrender hereof, duly endorsed. Communications sent to any registered owner shall be effective as against all holders or transferees of this Note not registered at the time of sending the communication.

2.   Conversion Right .

2.1   Grant of Right . Subject to the terms hereof, and for so long as any amounts remain unpaid hereunder, beginning on the date on which a Qualified Transaction closes and ending on the thirtieth (30 ^th ) calendar day thereafter, the Holder or the Company shall have the right to convert all (but not less than all) of the principal amount (the “Conversion Amount”), into shares (“Conversion Shares”) of the common stock, par value $0.001 per share, of the Company (the "Common Stock") at a conversion price per share (the "Conversion Price") equal to seventy percent (70%) of the lowest price per share paid by a third-party investor for a share of Common Stock in a Qualified Financing. For purposes hereof, the term “Qualified Financing” shall mean the first transaction after the date of this Note in which the Company issues to any person or entity any shares of Common Stock, or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) the issuance of any convertible promissory note on or after the date hereof having substantially the same conversion price as this Note and the issuance of any warrants issued thereon having substantially the same terms and provisions as the warrants issued in connection this Note, as well as any shares of Common Stock issuable upon the conversion or exercise of such note or warrant in accordance with the terms thereof, (ii) any shares of Common Stock issued or issuable upon conversion or exchange of any rights, options, warrants or convertible or exchangeable securities, and any shares of Common Stock issuable upon exercise thereof, which rights, options, warrants or convertible or exchangeable securities were issued on or prior to the date of this Note, (iii) any rights, options, warrants or convertible or exchangeable securities and any shares of Common Stock issued upon conversion or exercise thereof or any shares of Common Stock otherwise issued or issuable pursuant to employees, directors, officers, consultants, or independent contractors of the Company in consideration of past or future services rendered by such parties to the Company or its affiliates, (iv) shares of Common Stock issued for consideration other than cash, including without limitation shares issued in the settlement of any claim against the Company, (v) shares of Common Stock or other securities issued in a financing transaction that, together with all prior related financing transactions containing the same terms, results in gross proceeds to the Company of less than $2,000,000, and (vi) shares of Common Stock issued as consideration for a merger or acquisition of all or substantially all of the assets of a third party). In a Qualified Financing, if the Company issues any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, the per share Common Stock purchase price in such transaction shall be determined by dividing (1) the total amount receivable by the Company in consideration for the sale and issuance of such rights, options, warrants or convertible or exchangeable securities, plus the total consideration receivable by the Company upon exercise, conversion or exchange thereof, by (2) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities. For purposes of the preceding sentence, the “total amount receivable by the Company” will include the fair market value of all non-cash consideration received or receivable by the Company in consideration for the issuance, including, in the case of warrants granted in conjunction with a debt facility, the value received by the Company for such warrants in excess of the exercise price thereof.

2.2   Exercise Procedure . The foregoing conversion privilege may be exercised by the Holder only by delivery and surrender of this Note to the Company at its then principal place of business together with the Note Conversion Form annexed hereto as Exhibit A duly executed ("Notice of Exercise"). Subject to the terms hereof, upon Notice of Exercise, the Holder shall be deemed to be the holder of record of the Conversion Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Conversion Shares shall not then have actually been delivered to the Holder. The Company may exercise the foregoing conversion privilege by delivering to Holder a stock certificate evidencing ownership of the Conversion Shares along with a copy of this Promissory Note marked “Cancelled”.

2.3   No Fractional Shares . The Company shall not be required to issue certificates representing fractions of shares upon any conversion hereof, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the Company and the Holder that all fractional interests shall be eliminated.

2.4   Limitation on Rights of the Holder . The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company prior to any conversion hereof, either at law or in equity, and the rights of the Holder are limited to those expressed in this Note.

2.5   Certain Adjustments. In case the Company shall: (i) pay a dividend with respect to its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a merger, consolidation or other business combination in which the Company is the continuing corporation) (each of the actions in (i)-(iv) is hereinafter referred to as an “Adjustment Event”), the number of Conversion Shares that may be acquired upon conversion of this Note immediately prior to the record date for such Adjustment Event shall be adjusted so that the Holder shall thereafter be entitled to receive the number of Conversion Shares or other securities of the Company that such Holder would have owned or have been entitled to receive after the happening of such Adjustment Event, had the Note been converted in whole immediately prior to the happening of such Adjustment Event or any record date with respect thereto. An adjustment made pursuant to this Section 2.5 shall become effective immediately after the effective date of such Adjustment Event, retroactive to the re