CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.2

THIS NOTE AND THE SHARES OF PREFERRED STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES OF PREFERRED STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELANDIA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, ELANDIA, INC. , a Florida corporation (the “Maker”), with its principal address at 1500 Cordova, Suite 312, Fort Lauderdale, Florida 33316, unconditionally promises to pay to the order of STANFORD INTERNATIONAL BANK LIMITED or its assigns (the “Payee”), having an office at No. 11 Pavilion Drive, St. John’s, Antigua, West Indies, the principal amount of TWENTY FIVE MILLION THREE HUNDRED THOUSAND AND 00/100 ($25,300,000.00) DOLLARS, or so much thereof as the Payee advances to the Maker, pursuant hereto, together with interest on the unpaid principal balance from time to time outstanding under this promissory note (this “Note”), at the rate of ten percent (10.00%) per annum, compounding on the basis of a 360-day year for the actual number of days elapsed from the date hereof through, until and including February 15, 2011 (the “Maturity Date”) at which time the entire unpaid principal balance and all accrued and unpaid interest shall become due and payable, if the same had not been converted in accordance with the terms hereof. This Note is being issued pursuant to and in accordance with the terms and conditions of that Convertible Note Purchase Agreement, of even date herewith, between the Payee and the Maker (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Purchase Agreement.

The Maker also agrees as follows:

a. Interest . The first interest payment on this Note (equivalent to 24 months of accrued interest) shall be due and payable on the 24-month anniversary of the date hereof. Thereafter, interest payments on this Note shall be payable quarterly in arrears commencing on April 1, 2009 and on the first business day of each quarter thereafter until the Maturity Date.

b. Principal . To the extent not previously converted pursuant to the terms hereof, all outstanding principal, together with accrued and unpaid interest thereon, shall be due and payable, and shall be paid, to the Payee on the Maturity Date.

a. All payments of interest and of principal shall be payable in lawful money of the United States of America in immediately available funds, without setoff, counterclaim or deduction of any kind to the Payee’s address above. Each payment hereunder shall first be applied to accrued and unpaid interest and then in reduction of the outstanding principal balance, unless other costs and charges are payable pursuant to the terms of this Note, in which event, in Payee’s sole discretion, such costs and charges shall first be paid. This Note shall be construed and enforced in accordance with Florida law (the “Applicable Law”).

b. This Note may be prepaid in whole or in part, with 30 days prior written notice to the Payee, without premium or penalty; provided, however, that upon receipt of such notice of the Maker’s intent to prepay, the Payee shall have the option, in its sole discretion, to convert all or any amounts due hereunder prior to such prepayment (in accordance with the terms hereof), in which case the Payee shall be granted a reasonable amount of time to execute said conversion.

3. Use of Proceeds . All amounts advanced hereunder shall be used by Maker solely for the purposes set forth in the Purchase Agreement.

a. Conversion Price and Conversion Shares . All amounts due hereunder, including principal and any accrued and unpaid interest thereof, may be converted at the option of the Payee into shares of Series A Convertible Preferred Stock of the Maker (the “Series A Preferred Stock”) at the rate of $5.00 per share (the “Conversion Price”). This initial Conversion Price shall be subject to adjustment to offset the effect of stock splits, stock dividends, recapitalizations and pro rata distributions of property or equity interests to the Maker’s shareholders. The number of shares of Series A Preferred Stock into which this Note may be converted (“Conversion Shares”) shall be determined by dividing the aggregate principal amount, plus any accrued and unpaid interest thereon, by the Conversion Price in effect at the time of such conversion.

b. Voluntary Conversion . Any Payee of this Note has the right, at the Payee’s option, at any time after the date hereof to convert this Note, in accordance with the provisions of Section 4(a) and 4(d), in whole or in part, into fully paid and nonassessable shares of Series A Preferred Stock.

c. Conversion Procedure . The Payee shall give notice of its decision to exercise its right to convert the Note or any part thereof by faxing an executed and completed notice of conversion in the form attached (“Notice of Conversion”) to the Maker via confirmed facsimile transmission. The Payee will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is faxed to the Maker in accordance with the provisions of this Section shall be deemed a “Conversion Date”.

d. Delivery of Stock Certificates . As promptly as practical after the conversion, the Maker will instruct or cause its transfer agent to deliver the Series A Preferred Stock certificates representing the shares issuable upon conversion of the Note to the Payee via express courier for receipt by such Payee within three (3) business days after receipt by the Maker of the Notice of Conversion (the “Delivery Date”). A Note representing the balance of any Note not so

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converted will be provided to the Payee, if requested by the Payee provided an original Note is delivered to the Maker. To the extent that a Payee elects not to surrender a Note for reissuance upon partial payment or conversion, the Payee indemnifies the Maker against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.

a. In the event the Maker should at any time or from time to time after the date of issuance hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of common stock, or the issuance by reclassification of shares of Common Stock any shares of capital stock of the Maker or the determination of holders of common stock entitled to receive a dividend or other distribution payable in additional shares of common stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of common stock (hereinafter referred to as the “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of common stock or the Common Stock Equivalents (including the additional shares of common stock issuable upon conversion or exercise thereof), then, as of such record date, (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased, as the case shall be, so that the number of shares of Series A Preferred Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares.

b. If the number of shares of Common Stock outstanding any time after the date of issuance of the Note is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the conversion price of this Note shall be appropriately increased so that the number of shares of Series A Preferred Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares.

c. If the Maker at any shall fix a record date for the issuance of rights, options, warrants or other securities to all the holders of its Common Stock entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire shares of Common Stock for no consideration or at a price per share less than the Conversion Price, the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of shares of Common Stock which the aggregate consideration received by the Maker would purchase at the Conversion Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance date plus the number of additional shares of Common Stoc