EXHIBIT
      10.2


    


    MORTGAGE
      NOTE

     

    
      	$4,500,000.00  	
              July
                30, 2007

            


    

    


    1. FOR
      VALUE
      RECEIVED, GDC
      NAUGATUCK, INC.,
      a
      Delaware corporation ("Borrower"), hereby promises to pay to the order of
ATLAS
      PARTNERS MORTGAGE INVESTORS, LLC,
      a
      Delaware limited liability company ("Lender', the principal sum of Four Million,
      Five Hundred Thousand and No/100 Dollars ($4,500,000.00) at the place and in
      the
      manner hereinafter provided, together with interest thereon at the rates
      described below.

    


    2. Interest
      shall accrue on the principal balance of this Note outstanding from the date
      hereof through the Maturity Date (as hereinafter defined) at a per annum rate
      of
      interest (the "LIBOR Rate")
      equal
      to LIBOR (as hereinafter defined) for the relevant Interest Period (as
      hereinafter defined) plus six hundred (600) basis, points, such LIBOR Rate
      to
      remain fixed for such Interest Period. Any portion of the principal amount
      of
      this Note bearing interest at the LIBOR Rate is referred to herein as a
      "LIBOR
      Loan."

    


    3. As
      used
      herein, the term "LIBOR" shall mean a rate of interest equal to the per annum
      rate of interest at which United States dollar deposits for a one month period
      are offered in the London Interbank Eurodollar market at 11:00 a.m. (London
      time) two business days prior to the commencement of such month (or three
      business days prior to the commencement of such month if banks in London,
      England were not open and dealing in offshore United States dollars on such
      second preceding business day), as displayed in the Bloomberg
      Financial Markets
      system
      (or other authoritative source selected by Lender in its sole discretion).
      Lender's determination of LIBOR shall be conclusive, absent manifest error.
      The
      term "Interest Period" shall mean with regard to any LIBOR Loan, a thirty-day
      period.

    


    4. Interest
      shall be computed on the basis of a 360-day year, applied monthly to the actual
      number of days elapsed.

    


    5. Payments
      of principal and interest due under this Note, if not sooner declared to be
      due
      in accordance with the provisions hereof, shall be made as follows:

    


    (i) Commencing
      on August 1, 2007, and on the first day of each month thereafter through and
      including the Maturity Date, accrued and unpaid interest only on the outstanding
      principal balance of this Note shall be due and payable.

    


    (ii) There
      shall be no amortization of the principal of this Note prior to the Maturity
      Date (provided that, in the event of any prepayment under this Note, such
      prepayment may be applied to principal hereof to the extent provided by the
      terms of this Note). The unpaid principal balance of this Note, if not sooner
      declared to be due in accordance with the terms hereof, together with all
      accrued and unpaid interest thereon, shall be due and payable in full on the
      Maturity Date. The term "Maturity Date" shall mean July 31, 2009, provided
      that,
      if all of the following conditions are met, then the term "Maturity Date" shall
      mean July 31, 2010: (A) on or before June 30, 2009, Borrower shall have
      delivered to Lender a written request for extension of the Maturity Date of
      this
      Note, together with payment of an extension fee equal to Forty-Five Thousand
      and
      No/100 Dollars ($45,000.00), (B) no Event of Default shall exist at the time
      such request for extension is delivered or on July 31, 2009, and (C) on or
      before December 31, 2007, an agreement to sell the Real Estate and Improvements
      (as such terms are defined in the Mortgage securing this Note) for a price
      reasonably anticipated to result in cash net proceeds sufficient to repay in
      full this Note and all other obligations of Borrower to Lender under the Loan
      Documents (as hereafter defined) shall have been executed between Borrower
      and
      an unaffiliated third party and such agreement to sell (unless the sale
      contemplated therein has been consummated and the net proceeds thereof have
      been
      applied in accordance with the terms of the Loan Documents) shall remain in
      effect at the time such request for extension is delivered and on July 31,
      2009.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    6. Borrower
      shall pay interest on the outstanding principal balance of this Note at an
      annual rate (the "Default Rate") equal to the LIBOR Rate plus one thousand
      (1,000) basis points (i) from and after the Maturity Date, and (ii) from the
      date on which an Event of Default (as hereinafter defined) has occurred and
      for
      so long as such Event of Default shall continue, unless and until such Event
      of
      Default is waived by Lender, provided, however, in no event shall the Default
      Rate exceed the maximum rate permitted by law. The interest accruing under
      this
      paragraph shall be immediately due and payable by Borrower to the holder of
      this
      Note on demand and shall be additional indebtedness evidenced by this
      Note.

    


    7. In
      the
      event any payment of interest or principal due hereunder is not made in
      accordance with the terms hereof and such failure continues for five (5) days,
      then, in addition to the payment of the amount so due, Borrower shall pay to
      Lender a "late charge" equal to five percent (5%) of such late payment or
      $25.00, whichever is greater, up to the maximum amount of $1,500.00 per late
      charge to defray part of the cost of collection and handling such late payment.
      Borrower agrees that the damages to be sustained by the holder hereof for the
      detriment caused by any late payment is extremely difficult and impractical
      to
      ascertain, and that the amount of the late charge due is a reasonable estimate
      of such damages, does not constitute interest, and is not a
      penalty.

    


    8. Except
      as
      provided in this Section 8, Borrower may not prepay the principal balance of
      this Note, in whole or in part:

    


    
      	
            	(i)	
              On
                or prior to July 31, 2008, provided that Borrower shall have delivered
                to
                Lender not less than ten (10) days' prior notice of prepayment and
                so long
                as no Event of Default shall exist as of the date of such notice
                of
                prepayment or on the date of prepayment, Borrower may prepay the
                Note,
                without premium or penalty, (a} on the last day of any Interest Period,
                if
                the outstanding principal amount of this Note then is bearing interest
                at
                a LIBOR Rate, or (b) on the last business day of any month, if the
                outstanding principal amount of this Note then is bearing interest
                at the
                Prime Rate (as hereinafter defined), in either case solely in the
                event of
                a sale or condemnation of all or substantially all of the Real Estate,
                by
                application of the net proceeds of such sale or condemnation, provided
                however that each prepayment of the Note permitted under this Section
                8(i)
                shall be a prepayment in whole, but not in part, unless substitute
                collateral satisfactory to Lender in its sole discretion shall have
                been
                provided to secure this Note; and

            


    

    


    
      	 	
              (ii)

            	
              After
                July 31, 2008, provided that Borrower shall have delivered to Lender
                not
                less than ten (10) days' prior notice of prepayment and so long as
                no
                Event of Default shall exist as of the date of such notice or on
                the date
                of prepayment, Borrower may prepay the Note in whole or in part,
                without
                premium or penalty, (a) on the last day of any Interest Period, if
                the
                outstanding principal amount of this Note then is bearing interest
                at a
                LIBOR Rate, or (b) on the last business day of any month, if the
                outstanding principal amount of this Note then is bearing interest
                at the
                Prime Rate.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Any
      prepayment of this Note shall be accompanied by the amount of interest accrued
      to the date of prepayment. In addition, if, for any reason, any portion of
      the
      principal balance is paid prior to the Maturity Date other than in strict
      accordance with clause (i) or (ii) of this Section 8, whether voluntary,
      involuntary, by reason of acceleration or otherwise, each such prepayment of
      the
      principal balance will be accompanied by any and all costs, expenses, penalties
      and charges, if any, incurred by Lender as a result of the early termination
      or
      breakage of the principal balance plus the amount, if any, without duplication,
      by which (i) the additional interest which would have been payable during the
      Interest Period, if the outstanding principal amount of this Note then is
      bearing interest at a LIBOR Rate, or month, if the outstanding principal amount
      of this Note then is bearing interest at the Prime Rate, on the principal
      balance prepaid had it not been prepaid, exceeds (ii) the interest which would
      have been recoverable by Lender by placing the amount prepaid on deposit in
      the
      domestic certificate of deposit market, the eurodollar deposit market, or other
      appropriate money market selected by Lender, for a period starting on the date
      on which it was prepaid and ending on the last day of the applicable Interest
      Period or month for such portion of the principal balance. The amount of any
      such cost, expense, penalty or charge payable by Borrower to Lender under this
      section shall be (x) determined in Lender's sole discretion based upon the
      assumption that Lender funded the principal amount hereof in the London
      Interbank Eurodollar market and using any reasonable attribution or averaging
      methods which Lender deems appropriate and practical, provided, however, that
      Lender is not obligated to accept a deposit in the London Interbank Eurodollar
      market in order to charge interest on the principal balance at the LIBOR Rate
      and (b) set forth in a written statement delivered by Lender to Borrower.
      Amounts repaid or prepaid under this Note cannot be reborrowed by
      Borrower.

    


    9. In
      consideration of Lender's agreement to make the loan evidenced by this Note
      (the
      "Loan"), no later than the date of funding of the Loan, Borrower shall pay
      to
      Lender (or its Affiliate, Atlas Partners, LLC), a non-refundable loan
      origination fee in the amount of Ninety Thousand and No/100 Dollars
      ($90,000.00).

    


    10. This
      Note
      is secured by the loan documents listed on Exhibit A attached hereto
      (collectively with this Note, the "Loan Documents"). Under the circumstances
      described in Section 8(i) of this Note and/or Section 14(a)(ii) of the Mortgage
      securing this Note, pursuant to the terms of the Loan Documents, substitute
      collateral satisfactory to Lender in its sole discretion may be provided to
      secure this Note. Reference is hereby made to the other Loan Documents {which
      are incorporated herein by reference as fully and with the same effect as if
      set
      forth herein at length) for a statement of the covenants and agreements
      contained therein, a statement of the rights, remedies, and security afforded
      thereby, and all matters therein contained.

    


    11. All
      payments and prepayments on account of the indebtedness evidenced by this Note
      shall be first applied to accrued and unpaid interest on the unpaid principal
      balance of this Note, second, to all other sums (other than principal) then
      due
      Lender hereunder or under the other Loan Documents, and the remainder, if any,
      to the unpaid principal balance of this Note. Any prepayment on account of
      the
      indebtedness evidenced by this Note shall not extend or postpone the due date
      or
      reduce the amount of any subsequent monthly installment of principal and
      interest due hereunder.

    


    12. All
      payments of principal and interest hereunder shall be paid by check or in coin
      or currency which, at the time or times of payment, is the legal tender for
      public and private debts in the United States of America and shall be made
      to
      Lender, c/o Cohen Financial, Two North LaSalle Street, Suite 800, Chicago,
      IIlinois 60602 (or such other place as Lender or the legal holder or holders
      of
      this Note subsequently may from time to time appoint). Payment made by check
      shall be deemed paid on the date Lender receives such check; provided, however,
      that if such check is subsequently returned to Lender unpaid due to insufficient
      funds or otherwise, the payment shall not be deemed to have been made and shall
      continue to bear interest until collected. If payment hereunder becomes due
      and
      payable on a Saturday, Sunday or legal holiday under the laws of the State
      of
      Connecticut, the due date thereof shall be extended to the next succeeding
      business day, and interest shall be payable thereon at the then applicable
      interest rate during such extension.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    13. The
      occurrence and continuance of any one or more of the following events shall
      constitute an "Event of Default" under this Note:

    


    (a) the
      failure by Borrower to pay to Lender (i) any installment of principal or
      interest within five (5) days after such installment is payable pursuant to
      the
      terms of this Note or any monthly deposit for Taxes within five (5) days after
      such deposit is payable pursuant to Section 4 of the Mortgage securing this
      Note, or (ii) any other amount payable to Lender under this Note or any other
      Loan Documents within thirty (30) days after the date of demand for such amount;
      or

    


    (b) the
      occurrence of any one or more of the "Events of Default" under any of the other
      Loan Documents.

    


    14. At
      the
      election of the holder hereof, (i) without notice (unless required by applicable
      law), upon the occurrence and during the continuance of any Event of Default
      under Section 16(d) or (e) of the Mortgage securing this Note, or (ii) upon
      notice, upon the occurrence and during the continuance of any other Event of
      Default hereunder, the principal balance remaining unpaid under this Note,
      and
      all unpaid interest accrued thereon, shall be and become immediately due and
      payable in full. Failure to exercise this option shall not constitute a waiver
      of the right to exercise same in the event of any subsequent Event of Default.
      No holder hereof shall, by any act of omission or commission, be deemed to
      waive
      any of its rights, remedies or powers hereunder or otherwise unless such waiver
      is in writing and signed by the holder hereof, and then only to the extent
      specifically set forth therein. The rights, remedies and powers of the holder
      hereof, as provided in this Note and in the other Loan Documents are cumulative
      and concurrent, and may be pursued singly, successively or together against
      Borrower and any other security given at any time to secure the repayment
      hereof, all at the sole discretion of the holder hereof. If any suit or action
      is instituted or attorneys are employed to collect this Note or any part
      thereof, Borrower promises and agrees to pay all costs of collection, including
      reasonable attorneys' fees and court costs.

    


    15. Intentionally
      omitted.

    


    16. Borrower
      hereby (i) waives presentment and demand for payment, notices of nonpayment
      and
      of dishonor, protest of dishonor, and notice of protest; and (ii) waives any
      and
      all lack of diligence and delays in the enforcement of the payment
      hereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    17. Borrower
      agrees that the obligation evidenced by this Note is an exempted transaction
      under the Truth In Lending Act, 15 U.S.C., Section 1601, et seq.

    


    18. Intentionally
      omitted.

    


    19. This
      Note
      is governed and controlled as to validity, enforcement, interpretation,
      construction, effect and in all other respects by the statutes, laws and
      decisions of the State of Connecticut.

    


    20. This
      Note
      may not be changed or amended orally but only by an instrument in writing signed
      by the party against whom enforcement of the change or amendment is
      sought.

    


    21. The
      obligations and liabilities of Borrower under this Note shall be binding upon
      and enforceable against Borrower and Borrower's successors and assigns. This
      Note shall inure to the benefit of and may be enforced by Lender and its
      successors and assigns.

    


    22. In
      the
      event one or more of the provisions contained in this Note shall for any reason
      be held to be invalid, illegal or unenforceable in any respect by a court of
      competent jurisdiction, such invalidity, illegality or unenforceability shall
      not affect any other provision of this Note, and this Note shall be construed
      as
      if such invalid, illegal or unenforceable provision had never been contained
      herein. Lender shall not collect a rate of interest on the principal balance
      under this Note in excess of the maximum contract rate of interest permitted
      by
      applicable law. All interest found in excess of that rate of interest allowed
      and collected by Lender shall be applied to the principal balance in such manner
      as to prevent the payment and collection of interest in excess of the rate
      permitted by applicable law.

    


    23. EACH
      OF
      BORROWER AND, BY ITS ACCEPTANCE HEREOF, LENDER, HEREBY AGREES THAT ALL ACTIONS
      OR PROCEEDINGS INITIATED BY BORROWER OR LENDER AND ARISING DIRECTLY OR
      INDIRECTLY OUT OF THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS SHALL BE
      LITIGATED IIV NEW HAVEN COUNTY, CONNECTICUT OR ANY UNITED STATES DISTRICT COURT
      IN THE STATE OF CONNECTICUT WHICH HAS JURISDICTION THEREOF. EACH OF BORROWER
      AND, BY ITS ACCEPTANCE HEREOF, LENDER HEREBY EXPRESSLY SUBMITS AND CONSENTS
      IN
      ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER
      OR
      BORROWER IN ANY OF SUCH COURTS, AND HEREBY WANES PERSONAL SERVICE OF THE SUMMONS
      AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT
      SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE
      BY
      REGISTERED OR CERTIFIED MAIL ADDRESSED TO IT AT THE ADDRESS TO WHICH NOTICES
      ARE
      TO BE SENT PURSUANT TO THE MORTGAGE WHICH SECURES THIS NOTE. EACH OF BORROWER
      AND, BY ITS ACCEPTANCE HEREOF, LENDER WAIVES ANY CLAIM THAT NEW HAVEN,
      CONNECTICUT OR ANY UNITED STATED DISTRICT COURT IN THE STATE OF CONNECTICUT
      IS
      AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD A
      PARTY, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS,
      COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED
      BY
      LAW AFTER THE MAILING THEREOF, SUCH PARTY SHALL BE DEEMED IN DEFAULT AND AN
      ORDER AND/OR JUDGMENT MAY BE ENTERED AGAINST IT AS DEMANDED OR PRAYED FOR IN
      SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM SET
      FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY
      JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING OF ANY ACTION TO ENFORCE
      THE
      SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND EACH OF BORROWER AND, BY ITS
      ACCEPTANCE HEREOF, LENDER HEREBY WAIVES THE RIGHT, IF ANY, TO COLLATERALLY
      ATTACK ANY SUCH JUDGMENT OR ACTION.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    24. EACH
      OF
      BORROWER AND, BY ITS ACCEPTANCE HEREOF, LENDER ACKNOWLEDGE AND AGREE THAT ANY
      CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR THE OTHER LOAN DOCUMENTS OR
      WITH
      RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN WOULD BE BASED
      UPON
      DIFFICULT AND COMPLEX ISSUES AND THEREFORE, THE PARTIES AGREE THAT ANY COURT
      PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE 'TRIED IN A COURT OF
      COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

    


    25. If
      Lender
      determines in good faith (which determination shall be conclusive, absent
      manifest error) prior to the commencement of any month that (i) the maintenance
      of any portion of the outstanding principal amount under this Note would violate
      any applicable law, rule, regulation or directive, whether or not having the
      force of law, (ii) by reason of circumstances affecting the London Interbank
      Eurodollar market, adequate and fair means do not exist for ascertaining the
      LIBOR Rate to beapplicable to the principal balance, or (iii) the LIBOR Rate
      does not accurately reflect the cost to Lender of the principal hereunder,
      all
      outstanding amounts due hereunder shall be converted to a loan bearing interest
      at the Prime Rate (as hereinafter defined) on the last business day of the
      then
      current month. The term "Prime Rate" shall mean the product of (a) the floating
      per annum rate of interest which at any time, and from time to time, shall
      be
      most recently announced by Lender's Bank (as hereafter defined) as its Prime
      Rate times (b) one hundred forty percent (140%). The effective date of any
      change in the Prime Rate shall for purposes hereof be the date the Prime Rate
      is
      changed by such bank. Lender shall not be obligated to give notice of any change
      in the Prime Rate.

    


    26. If,
      after
      the date hereof, a Regulatory Change (hereinafter defined) shall, in the
reasonable
      determination of Lender, make it unlawful for Lender (or Lender's Bank) to
      maintain any portion of the outstanding principal amount under this Note as
      a
      loan bearing interest at the LIBOR Rate, no portion of the outstanding principal
      amount under this Note shall accrue interest at the LIBOR Rate thereafter.
      In
      addition, the outstanding principal amount under this Note shall be immediately
      converted to a loan accruing interest at the Prime Rate on the last business
      day
      of the then existing month or on such earlier date as required by law, without
      further demand, presentment, protest or notice of any kind, all of which are
      hereby waived by Borrower. The term "Regulatory Change" shall mean the
      introduction of, or any
      change in any applicable law, treaty, rule, regulation or guideline or in the
      interpretation or administration thereof by any governmental authority or any
      central bank or other fiscal, monetary or other authority having jurisdiction
      over Lender (or Lender's Bank). The term "Lender's Bank" shall mean JPMorgan
      Chase Bank National Association, its successors and assigns.

    


    27. If,
      solely as a result of the fact that the outstanding principal amount of this
      Note then bears
      interest at the LIBOR Rate (rather than the Prime Rate), any Regulatory Change,
      or compliance by Lender or Lender's Bank with any request or directive of any
      governmental authority, central bank or comparable agency (whether or not having
      the force of law) shall (a) impose, modify or deem applicable any assessment,
      reserve, special deposit or similar requirement against assets held by, or
      deposits in or for the account of, or loans by, or any other acquisition of
      funds or disbursements by, Lender or Lender's Bank; (b) subject Lender or
      Lender's Bank or any amount advanced under this Note to any tax, duty, charge,
      stamp tax or fee or change the basis of taxation of payments to Lender or
      Lender's Bank of principal or interest due from Borrower to Lender hereunder
      (other than a change in the taxation of the overall net income of Lender or
      Lender's Bank); or (c) impose on Lender or Lender's Bank any other condition
      regarding such advance or Lender's funding thereof, and Lender shall determine
      (which determination shall be conclusive, absent manifest error) that (i) the
      result of the foregoing is to increase the cost to, or to impose a cost on,
      Lender of making or maintaining the amounts advanced hereunder or to reduce
      the
      amount of principal or interest received by Lender hereunder, and (ii) as a
      result, Lender is unwilling to make or continue such amounts advanced hereunder
      at the LIBOR Rate unless Lender were to be reimbursed by Borrower the amount
      of
      such increased or imposed cost or reduction of principal or interest, as
      applicable, then Lender shall promptly notify Borrower thereof (which notice
      shall be accompanied by a statement setting forth the basis for such
      determination and a calculation of the amount of such increase or reduction,
      as
      applicable, in reasonable detail (which calculation shall be conclusive, absent
      manifest error)) and, so long as the foregoing conditions shall continue, no
      portion of the outstanding principal amount of this Note shall bear interest
      at
      the LIBOR Rate, but instead, all outstanding amounts hereunder shall be
      converted to a loan bearing interest at the Prime Rate on the last business
      day
      of the then current month or such earlier date as required by law, without
      further demand, presentment, protest or notice of any kind, all of which are
      hereby waived by Borrower.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    28. Lender
      has collaterally assigned its rights in this Note and all Loan Documents to
      Lender's
      Bank. Lender's Bank may file a Uniform Commercial Code statement in the office
      of the Secretary of State of the State of Delaware identifying Lender's Bank's
      interest in Lender's rights in this Note and all Loan Documents. Lender may
      be
      required by Lender's Bank to deliver to Lender's Bank the executed original
      of
      each document evidencing or securing the Loan, and until so delivered, such
      documents shall be held by Lender in trust for Lender's Bank.

    


    29. In
      the
      event that Lender, based on the age or other factors relating to an
      environmental report for the Real Estate or Improvements reasonably determines
      that an updated environmental report should be obtained with respect to the
      Real
      Estate or Improvements, Lender shall notify Borrower, and the costs of such
      updated environmental report shall be borne by Borrower. In the event that
      the
      new environmental report shows any material reduction in value of the Real
      Estate or Improvements, Borrower shall, at the sole election of Borrower, not
      later than six (6) months after the date of such environmental report, (i)
      make
      a principal reduction payment in an amount equal to the diminution in value
      identified by such environmental report or (ii) deposit with Lender the
      reasonably anticipated costs estimated by the environmental professional
      authoring the environmental report or other appropriate person necessary to
      remediate the conditions disclosed by such environmental report.

    


    30. This
      Mortgage Note and the other Loan Documents are corporate obligations of Borrower
      and/or of General DataComm Industries, Inc. ("Guarantor"), as applicable, and
      no
      recourse may be had hereunder or thereunder against any officer, director or
      stockholder of Borrower or Guarantor.

    above.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, Borrower has executed this Note as of the day and year first
      written

     

    
      	 	 	 
	 	
              GDC
                NAUGATUCK, INC., a Delaware corporation

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              

            
	 	Name:	 
	 	 	
              

            
	 	Title:	 
	 	
              

            


    

     

    
      
        
        

      

      
        8