EXHIBIT 10.2  



    THIS
      SECURED PROMISSORY NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION
      AGREEMENT, DATED AS OF MAY ___, 2008, AMONG NPIL PHARMA INC., RXELITE, INC.
      AND
      CASTLERIGG MASTER INVESTMENTS LTD.

     

    SECURED
      PROMISSORY NOTE

     

    
      
        	$3,000,000.00	
                __________,
                  2008

              


      

    

     

    FOR
      VALUE
      RECEIVED, RXELITE,
      INC. a
      Delaware corporation ("Maker"),
      promises to pay to the order of NPIL
      PHARMA INC.
      ("Payee"),
      the
      sum of Three Million and No/100 Dollars ($3,000,000.00) together with interest
      thereon at the rate set forth in that certain Loan and Security Agreement of
      even date herewith by and between Maker and Payee (the "Loan
      Agreement").
      This
      Note shall be due and payable in accordance with the terms of the Loan
      Agreement. Upon the earlier of (a) Demand by the Payee, or (b) the Loan
      Termination Date, all principal, interest and expenses then outstanding shall
      be
      finally due and payable. 

     

    Any
      payment not made within ten (10) days following its due date shall be subject
      to
      assessment of a late charge equal to the Default Rate (as defined in the Loan
      Agreement). All amounts due under this Note are payable at par in lawful money
      of
      the
      United States of America, at the principal place of business of Payee in Edison,
      New Jersey, or at such other address as the Payee or other holder hereof (herein
      "Holder")
      may
      direct.

     

    The
      occurrence of an Event of Default under the Loan Agreement shall constitute
      an
      Event of Default under this Note. Subject to the terms and provisions of the
      Subordination Agreement (as defined in the Loan Agreement) the occurrence and
      during the continuation of an Event of Default, Holder may, at its option and
      without notice, declare all principal and interest provided for under this
      Note,
      and any other obligations of Maker to Holder, to be presently due and payable,
      and Holder may enforce any remedies available to Holder under any documents
      securing or evidencing debts of Maker to Holder. Holder may waive any default
      or
      Event of Default before or after it occurs and may restore this Note in full
      effect without impairing the right to declare it due for a subsequent default,
      this right being a continuing one. Upon the occurrence and during the
      continuation of an Event of Default, the remaining unpaid principal balance
      of
      the indebtedness evidenced hereby and all expenses due Holder shall bear
      interest at the Default Rate (as defined in the Loan Agreement).

     

    All
      amounts received for payment of this Note shall be first applied to any expenses
      due Holder under this Note or under any other documents evidencing or securing
      obligations of Maker to Holder, then to accrued interest, and finally to the
      reduction of principal. Subject to the terms and provisions of the Subordination
      Agreement, prepayment of principal or accrued interest may be made, in whole
      or
      in part, at any time without penalty. Any prepayment(s) shall reduce the final
      payment(s) and shall not reduce or defer installments next due.

     

    This
      Note
      may be freely transferred by Holder, upon three days prior written notice to
      Maker.

     

    Maker
      and
      all sureties, guarantors, endorsers and other parties to this instrument hereby
      consent to any and all renewals, waivers, modifications, or extensions of time
      (of any duration) that may be granted by Holder with respect to this Note and
      severally waive demand, presentment, protest, notice of dishonor, and all other
      notices that might otherwise be required by law. All parties hereto waive the
      defense of impairment of collateral and all other defenses of
      suretyship.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Maker’s
      performance under this Note is secured by various property, including, but
      not
      limited to, the personal property described in the Loan Agreement.

     

    Maker
      and
      all sureties, guarantors, endorsers and other parties hereto agree to pay
      reasonable attorneys’ fees and all court and other costs that Holder may incur
      in the course of efforts to collect the debt evidenced hereby or to protect
      Holder’s interest in any collateral securing the same.

     

    The
      validity and construction of this Note shall be determined according to the
      laws
      of Delaware applicable to contracts executed and performed within that state.
      If
      any provision of this Note should for any reason be invalid or unenforceable,
      the remaining provisions hereof shall remain in full effect.

     

    The
      provisions of this Note may be amended or waived only by instrument in writing
      signed by the Holder and Maker and attached to this Note.

     

    Maker
      and Lender hereby knowingly and voluntarily waive any right to a trial by jury
      with regard to any action, proceedings, claims or counterclaims, whether in
      contract or in tort, at law or in equity, of any type or nature whatsoever
      arising under or concerning this note or the credit relationship evidenced
      thereby.

     

    MAKER
      REPRESENTS AND WARRANTS THAT THE PROCEEDS OF THIS NOTE ARE FOR BUSINESS AND
      COMMERCIAL PURPOSES AND NOT PRIMARILY FOR FAMILY, CONSUMER, HOUSEHOLD OR SIMILAR
      PURPOSES.

     

    Words
      used herein indicating gender or number shall be read as context may
      require.

    


     

    [the
      remainder of this page intentionally left blank]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              RXELITE,
                INC., Maker

               

              By:_____________________________________

              Title:____________________________________

               

              Taxpayer
                I.D. No.:

            


    

    


     

    [Signature
      page to Note]

     

    
      
         

      

      
        3