EXHIBIT 10.2
                                                                    ------------

                                 PROMISSORY NOTE
                                 ---------------

Fairmount Chemical Co., Inc.                   Commencement Date: March 1,2002
117 Blanchard Street
Newark, New Jersey 07105                       Maturity Date: February 1,2003

     For the value received and intending to legally bound here by, Fairmount
Chemical Co., Inc. ("Maker"), a New Jersey corporation with offices at 117
Blanchard Street, Newark, New Jersey, promises to pay Bayer Corporation
(`Bayer"), 100 Bayer Road, Pittsburgh, Pennsylvania 15205-9741 or its successors
and assigns in legal tender of the United States, the principal amount of Six
Hundred Seventy Three Thousand Six Hundred Six Dollars (US$673,606.00). Under
this Promissory Note ("Note") Maker shall make monthly payments commencing on
March 1, 2002 and will continue to remit monthly payments based on the following
schedule:

     March 1,2002               $70,000.00
     April 1, 2002              $70,000.00
     May 1, 2002                $70,000.00
     June I, 2002               $70,000.00
     July 1, 2002               $70,000.00
     August 1,2002              $70,000.00
     September 1, 2002          $40,000.00
     October 1,2002             $40,000.00
     November 1,2002            $40,000.00
     December 1,2002            $40,000.00
     January 1,2003             $40,000.00
     February 1, 2003           $53,606.00

     It is agreed that this Promissory Note will not bear interest provided
there is no event of default hereunder. In the event of a default by Maker,
interest shall accrue at the rate of 10% per annum on the unpaid principal
balance of the Promissory Note from the date of default until default is cured.
Any interest due and payable after default shall be computed on a 365-day simple
interest basis. The rate of interest expressed herein shall continue in effect
after maturity, acceleration, entry of judgment or otherwise and shall apply to
amounts owed under this Promissory Note until the default is cured.

     It is further agreed that Maker will transfer payment to Bayer via wire
transfer on the dates as noted on the payment schedule. If any payment of the
principal of this Note shall become due on a Saturday, Sunday, or national legal
holiday, payment shall be made on the next succeeding business day.

     All payments hereunder shall be paid to Bayer by wire transfer to Bayer's
wire account at Mellon Bank NA., One Mellon Center, Pittsburgh, Pennsylvania for
credit to Account Number 130-3329, RTG/ABA Number 04300026-1 without setoff,
counterclaim or ether deduction of any nature.

     Should this Note be signed by more than one person, all of the obligations
contained in this Note will be joint and several obligations of each signer and
the liability of each signer will be absolute, unconditional and without regard
to the liability of any other signer.
<PAGE>

     Each party at any time liable for payment of the indebtedness evidenced by
this Note waives presentment for payment, demand, protest notice of protest,
notice 0f dishonor and all other notices in connection with this instrument.


     Maker shall be in default under this Note upon the occurrence of any of the
following:

          (a) a failure to pay any installment of principal or interest under
this Note, or any portion thereof, after the same becomes due and payable;

          (b) any warranty, representation or written statement made or
furnished by Maker to Bayer or on behalf of Maker proves to have been false or
materially misleading in any material respect when made or furnished;

          (c) the tiling by or against Maker of any proceeding under any state
or federal bankruptcy, reorganization, arrangement of debt, insolvency,
re-adjustment of DEBT or receivership law or statute, or there is an assignment
by Maker of any of its assets for the benefit of creditors which is not
rescinded within 90 days of such tiling or other event of bankruptcy;

          (d) the filing or commencement by or against Maker of any proceeding
for the dissolution or liquidation of Maker or the voluntary or involuntary
dissolution or termination of Maker;

     Upon the occurrence of any such event of default, Bayer, or any holder of
this Note, may declare the entire principal amount hereof, together with accrued
and unpaid interest thereon, immediately due and payable and the same shall
thereupon become immediately due and payable without presentment demand, protest
or other notices of any kind, all of which are expressly waived.

     TO FURTHER SECURE PAYMENT OF THIS PROMISSORY NOTE UPON AN EVENT OF DEFAULT,
MAKER HEREBY AUTHORIZES AND EMPOWERS ANY PROTHONOTARY, CLERK OF COURT, OR ANY
ATPORNEY OF ANY COURT OF RECORD WITHIN THE UNITED STATES OR ELSEWHERE TO APPEAR
FOR AND CONFESS JUDGMENT AGAINST MAKER AND ANY OTHER SIGNATORY TO THIS
PROMISSORY NOTE FOR THE PRINCIPAL AMOUNT OF THIS PROMISSORY NOTE PLUS THE
INTEREST DUE AND FOR ANY OTHER SUMS DUE HEREUNDER, INCLUDING AN ATTORNEY'S
COMMISSION OF FIFTEEN PERCENT (15%), BUT IN NO EVENT LESS THAN $10,000, AND
OTHER COSTS AND EXPENSES OF COLLECTION, UPON WRITTEN NOTICE TO MAKER OF THE
FILING OF THE CONFESSION OF JUDGEMENT, WITH COST OF SUIT, RELEASE OF ERROR,
WITHOUT STAY OF EXECUTION, AND ALSO WAIVES THE RIGHT OF INQUISITION OF ANY REAL
ESTATE LEVIED ON, VOLUNTARILY CONDEMNS THE SAME, AUTHORIZES THE PROTHONOTARY OR
CLERK TO ENTER THE WRIT OF EXECUTION OF SAID VOLUNTARY CONDEMNATION, AGREES THAT
SAID REAL ESTATE MAY BE SOLD ON A WRIT OF EXECUTION; AND ALSO WAIVES AND
RELEASES ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAW OF ANY
STATE NOW IN FORCE OR ENACTED IN THE FUTURE IF A COPY OF THIS PROMISSORY NOTE,
VERIFIED BY AFFIDAVIT OF THE HOLDER OF THIS PROMISSORY NOTE OR SOMEONE ON THE
HOLDER'S BEHALF, HAS BEEN FILED IN SUCH ACTION, IT WILL NOT BE NECESSARY TO FILE
THE ORIGINAL NOTE AS A WARRANT OF ATTORNEY. THE AUTHORITY AND POWER TO APPEAR
FOR AND ENTER JUDGMENT AGAINST MAKER AND ANY OTHER SIGNATORY TO THIS NOTE WILL
NOT BE EXHAUSTED BY THE INITIAL EXERCISE OF THE AUTHORIZED POWER, AND THE POWER
MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE HOLDER DEEMS NECESSARY OR
DESIRABLE TO FULLY COLLECT ALL OBLIGATIONS OF MAKER HEREUNDER, ANT THIS
INSTRUMENT WILL BE A SUFFICIENT WARRANT, ANY RULE OF COURT, CUSTOM OR PRACTICE
TO THE CONTRARY NOTWITHSTANDING.
<PAGE>

     BY SIGNING THIS PROMISSORY NOTE, THE UNDERSIGNED ACKNOWLEDGE THAT THEY HAVE
READ, UNDERSTOOD AND KNOWINGLY, VOLUNTARILY AND WAIVED THEIR RIGHTS AND AGREED
TO THE PROVISIONS WHICH MAY RESULT IN A COURT JUDGMENT AGAINST THE UNDERSIGNED,
UPON WRJITEN NOTICE miT WITHOUT A HEARING, ANT) THAT THIS PROMISSORY NOTE MAY BE
COLLECTED FROM THE UNDERSIGNED (OR EITHER OF THEM) REGARDLESS OF ANY CLAIM THEY
MAY NOW OR IN THE FUTURE HAVE AGAINST BAYER OR ANY HOLDER OF THIS NOTE.

     Maker shall pay Bayer on demand any reasonable expenses, including legal or
other professional fees, arising out of or in connection with any action or
proceeding, including any action or proceeding arising in or related to any
insolvency, bankruptcy or reorganization involving or affecting Maker, taken to
protect, enforce, determine or assert any right or remedy under this Note and
any mortgage or security agreement, including the collateral covered thereby,
securing any obligation of Maker.

     This Note shall bind Maker and the successors and assigns of Maker, and the
benefits hereof shall inure to the benefit of Bayer and its successors and
assigns. All references in this Note to "Maker" shall be deemed to apply to
Maker and to the heirs, personal representatives, successors and assigns of
Maker, and all references to "Bayer" shall be deemed to apply to Bayer and to
its successors and assigns.


     This Note shall be construed and enforced in accordance with the
substantive laws of the Commonwealth of Pennsylvania without regard to conflict
of laws principles. MAKER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF THE
STATE AND FEDERAL COURTS LOCATED WITHIN THE COMMONWEALTH OF PENNSYLVANIA, AND
ACKNOWLEDGES THAT THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SHALL CONTROL
WITH RESPECT TO THE INTERPRETATION AND ENFORCEMENT OF THIS NOTE


     IN THE EVENT OF ANY LITIGATION IN CONNECTION WITH THIS PROMISSORY NOTE OR
THE TRANSACTION CONTEMPLATED HEREIN, MAKER WAIVES ALL RIGHT TO A TRIAL BY JURY.
FURTHER, MAKER AGREES NOT TO ASSERT ANY COUNTERCLAIM OF ANY NATURE IN SUCH
LITIGATION (PROVIDED HOWEVER, THAT THE FOREGOING SHALL NOT BE DEEMED A WAIVER OF
MAKERS RIGHT TO ASSERT ANY COMPULSORY COUNTERCLAIM MAINTAINED IN A COURT OF THE
UNITED STATES OR OF THE COMMONWEALTH OF PENNSYLVANIA IF SUCH COUNTERCLAIM IS
COMPELLED UNDER LOCAL LAW OR RULE OF PROCEDURE.
<PAGE>


     This Note may not be modified or terminated orally.

     The obligation of Maker to pay the amounts due under this Note may not be
transferred without the prior written consent of Bayer, which consent may not be
unreasonably be withheld.

     EN WITNESS WHEREOF, and intending to be legally bound, this Note has been
duly executed as of the day and year first written above.



ATTEST:                                         MAKER:

                                                Fairmount Chemical Co., Inc.


/s/ Maria Hayducka                              By /s/ Jerrel Branson
--------------------                            ------------------------------
Secretary                                       Name: Jerrel Branson
                                                Title: Chief Executive Officer





<PAGE>
                                                                               4


STATE OF NEW JERSEY
                                                  )  SS:
COUNTY OF ESSEX


     On this 25th day of MARCH 2002, before me, a Notary Public, the undersigned
officer, personally appeared Jerrel Branson, the CEO of Fairmount Chemical and
acknowledged that he/she as such officer, being authorized to do so, executed
the foregoing Promissory Note for the purposes therein contained by signing the
name of the corporation by himself/herself as its CEO

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.




My commission expires                                /s/ Alice Sotolongo
July 27, 2002                                        -------------------
                                                     Notary Public



Fairmount Chemical Co., Inc

By: /s/ Jerrel Branson            Title: CEO
        ---------------                  ---

<PAGE>

                      DISCLOSURE FOR CONFESSION OF JUDGMENT




MAKER:        FAIRMOUNT CHEMICAL CO., INC
              17 BLANCHARD STREET
              NEWARK, NEW JERSEY 07105

CREDITOR:     BAYER CORPORATION
              100 BAYER ROAD
              PITTSBURGH, PENNSYLVANIA 15205


     The Maker has executed, and/or is executing, on or about the date hereof,
the following document(s) under which the Maker is obligated to repay monies to
Creditor:

     1.   Promissory Note commencing on March 1, 2002

          A. THE MAKER ACICNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS
          PROVISIONS UNDER WHICH CREDITOR MAY ENTER JUDGMENT BY CONFESSION
          AGAINST THE MAKER. BEING FULLY AWARE OF ITS RIGHTS TO A HEARING ON THE
          VAIIPITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST
          IT BY CREDITOR THEREUNDER BEFORE JUDGMENT IS ENTERED, THE MAKER HEREBY
          FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY
          AGREES AND CONSENTS TO CREDITOR'S ENTERING JUDGMENTAGAINST IT BY
          CONFESSION PURSUANT TO THE TERMS THEREOF.

          B. THE MAKER ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT
          CONTAINS PROVISIONS UNDERWHICH CREDITORMAY, AFTERENTRY OF JUDGMENT AND
          WITHOUTEITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE
          POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE MAKER IN FULL OR
          PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER
          JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE
          JUDGMENT), THE MAKER HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES
          ITS RIGHTS TO NOTICE AND A HEARING AND EXPRESSLY AGREES AND CONSENTS
          TO CREDITOR'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE
          STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE MAKER.


          C. The Maker certifies that a representative of Creditor specifically
          called the confession of judgment provisions in the above document to
          the attention of the Maker, and tat the Maker was represented by legal
          counsel in connection with the above document or had the opportunity
          to confer with legal counsel prior to signing the above document.

DATE:     MARCH 22, 2002

                                              Fairmount Chemical Co., Inc

                                              By: /s/ Jerrel Branson
                                              ------------------------------
                                              Print Name: Jerrel Branson
                                              Title: Chief Executive Officer