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                                                                    EXHIBIT 10.2

                                 PROMISSORY NOTE

$1,100,000                                                  Norwich, Connecticut
                                                            December 31, 2002

      Whereas, Gunther International Ltd. ("Maker") has issued three separate
Promissory Notes payable to the order of Robert Spiegel ("Payee"), one dated
July 3, 2002 in the aggregate principal amount of $700,000, one dated September
26, 2002 in the aggregate principal amount of $200,000 and one dated November
19, 2002 in the aggregate principal amount of $200,000 (collectively, the "Prior
Notes"); and

      Whereas, the Maker and the Payee desire to modify the terms of the Prior
Notes and consolidate them into a single, new promissory note in the aggregate
principal amount of $1,100,000; and

      Whereas, an aggregate of $36,022 in interest has accrued under the Prior
Notes as of the date hereof ("Previously Accrued Interest"); and

      Whereas, the Payee has tendered the Prior Notes to the Maker for
cancellation in exchange for the issuance of this Promissory Note ("Note");

      Now, Therefore, For Value Received, the Maker hereby promises to pay to
the order of the Payee, at 60 Sachem Road, Weston, Connecticut 06883, or at such
other place as Payee may designate in writing, the principal sum of One Million
One Hundred Thousand Dollars ($1,100,000), together with interest on the unpaid
balance of this Note from the date hereof until paid at a fixed rate of eight
percent (8%) per annum and together with the Previously Accrued Interest and all
costs of collection, including reasonable attorney's fees, incurred in any
action to collect this Note.

      All principal, accrued interest (including the Previously Accrued
Interest), and any other amounts owed under this Note shall be due and payable
in full on demand by Payee at any time prior to December 31, 2003. Maker shall
have the right, at any time and from time to time, to prepay the principal
amount of this Note, in whole or in part, without premium or penalty.
Presentment, notice of dishonor, and protest are hereby waived.

      Any notice to Maker shall be given by mailing such notice by regular mail,
addressed to Maker at One Winnenden Road, Norwich, Connecticut 06360-1570 or to
such other address as Maker may designate by notice to Payee. Any notice to
Payee shall be given by mailing such notice by regular mail, at the address
stated above, or at such other address as may have been designated by notice to
Maker.

      The word "Maker" shall include the successors and assigns of Maker named
herein and the word "Payee" shall include the successors and assigns of Payee
named herein. This Note shall be governed by, and construed in accordance with,
the laws of the State of Connecticut.

                                                     GUNTHER INTERNATIONAL LTD.


                                     By:  /s/ Marc I Perkins
                                          -------------------------------------
                                          Marc I. Perkins
                                          President and Chief Executive Officer
                                          Hereunto Duly Authorized