Exhibit 10.2

                            ALTO GROUP HOLDINGS, INC.

                        8% SECURED CONVERTIBLE DEBENTURE
                             DUE SEPTEMBER 14, 2011

$60,000.00 USD                                              Huntington Beach, CA
                                                            September 15, 2009

FOR VALUE RECEIVED,  ALTO Group Holdings,  Inc. (hereinafter the "Maker") hereby
unconditionally promises to pay to the order of DSC, Inc., a Nevada Corporation,
holder and  hereinafter  to be referred to as the "Lender" the  principal sum of
$60,000.00,  in lawful  money of the United  States of  America,  together  with
applicable interest.

Term of Convertible Debenture   24 Months

Maturity Date                   September 14, 2011

Interest Rate                   8%

Unless  accelerated  upon default or previously  prepaid,  the entire  principal
balance of the indebtedness  evidenced or created by this Convertible Debenture,
plus any  outstanding  accrued  interest,  shall be due and payable on or before
September 14, 2011  ("Maturity  Date").  Time is of the essence on this Note and
each and every provision hereof.

Each payment shall be applied first to any outstanding  costs,  any late fees or
amounts  previously due and then to the applicable  accrued and unpaid  interest
and then to the reduction of the principal  balance.  Should  interest not be so
paid it shall be added to the principal amount due under this Note and bear like
interest as the principal but such unpaid interest so compounded will not exceed
the maximum rate permitted by applicable law, if any.

Conversion

     a) Voluntary  Conversion.  At any time after the Original  Issue Date until
this Debenture is no longer outstanding, this Debenture shall be convertible, in
whole or in part,  into shares of Common  Stock at the option of the Holder,  at
any time and from time to time (subject to the conversion  limitations set forth
in Section 4(c) hereof).  The Holder shall effect  conversions  by delivering to
the  Company a Notice of  Conversion,  the form of which is  attached  hereto as
Annex A (a "Notice of Conversion"),  specifying  therein the principal amount of
this  Debenture to be converted and the date on which such  conversion  shall be
effected (such date, the "Conversion  Date"). If no Conversion Date is specified
in a Notice  of  Conversion,  the  Conversion  Date  shall be the date that such
Notice  of  Conversion  is deemed  delivered  hereunder.  To effect  conversions
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hereunder,  the  Holder  shall not be  required  to  physically  surrender  this
Debenture to the Company  unless the entire  principal  amount of this Debenture
has been so converted.  Conversions  hereunder shall have the effect of lowering
the  outstanding  principal  amount of this  Debenture in an amount equal to the
applicable conversion. The Holder and the Company shall maintain records showing
the  principal  amount(s)  converted  and the  date of such  conversion(s).  The
Company may deliver an objection to any Notice of  Conversion  within 1 Business
Day of  delivery of such  Notice of  Conversion.  In the event of any dispute or
discrepancy, the records of the Holder shall be controlling and determinative in
the absence of manifest  error.  The Holder,  and any assignee by  acceptance of
this Debenture,  acknowledge and agree that, by reason of the provisions of this
paragraph,  following conversion of a portion of this Debenture,  the unpaid and
unconverted  principal  amount of this  Debenture  may be less  than the  amount
stated on the face hereof.

     1.   Conversion  Price.  The  conversion  price in effect on any Conversion
          Date shall be $4.50

     b) Should default occur, the total sum remaining unpaid shall bear interest
at the rate of ten percent (10%) per annum during any period of default from the
date the last payment was made In  addition,  a late charge will be due equal to
the amount of Ten percent  (10%) of the monthly  payment for any payment that is
not paid on or before the 14h day of each month.  Any such late charge(s)  shall
be added to the principal  amount due under this Note.  If not sooner paid,  the
entire unpaid principal  balance together with accrued interest shall be all due
and payable on the Maturity Date.

The payment of principal  and  interest  hereunder is unsecured by the Maker and
shall be  construed  as a general  obligation  of the Maker  with all  rights of
collection  and  recourse  inherent  therein  reserved  by Lender.  An "Event of
Default" under this Note shall exist if any of the following  events shall occur
and be continuing:  (a) Maker shall fail to make any payment of interest  and/or
principal due under this Note by the 10th day of each month;  or (b) Maker is in
breach of or default under any provision contained in this Promissory Note.

Upon the  occurrence of an Event of Default,  the holder hereof may, at its sole
option and in addition to exercising any rights or remedies available under this
Note or  otherwise  at law or in  equity,  declare  the  principal  of,  and all
interest then accrued thereon, and any or all indebtedness  evidenced hereby, to
be immediately due and payable upon ten (10) days written notice.

Maker and each surety,  endorser,  guarantor and any other party ever liable for
payment  of any sums of money  payable  on this  Promissory  Note,  jointly  and
severally waive presentment,  protest, notice of protest and non-payment, demand
and all legal  diligence in enforcing  collection and expressly agree that their
liability  under this  Promissory  Note shall not be  affected by any renewal or
extension in the time of payment hereof, or in any indulgences, or by an release
or change in any security for the payment of this  Promissory  Note,  and hereby
consent to any and all renewals, extensions,  indulgences, releases and changes,
regardless of the number of such renewals, extensions, indulgences, releases and
changes.
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No waiver by Payee of any of its rights or remedies hereunder or under any other
document  evidencing  or securing  this  Promissory  Note or otherwise  shall be
considered a waiver of any other  subsequent  right or remedy of Payee; no delay
or omission in the  exercise or  enforcement  by Payee of any rights or remedies
shall  ever be  construed  as a waiver of any  right or remedy of Payee;  and no
exercise or  enforcement  of any such  rights or remedies  shall ever be held to
exhaust any right or remedy of Payee.

Should more than one Maker sign this  Promissory  Note,  all of the  obligations
herein  shall be the joint and several  obligation  of each signer  hereof.  All
assets  whatsoever  of each Maker,  endorser and guarantor are committed for the
payment of this Promissory Note, including, without limitation, separate assets,
community  assets,  and assets held in  partnership,  joint tenancy,  tenancy in
common, or other form or whole or partial ownership.

This Convertible  Debenture is being executed and delivered,  and is intended to
be  performed,  in the  State of  California,  United  States  of  America.  The
substantive  laws  of  California  shall  govern  the  validity,   construction,
enforcement  and  interpretation  of this  Promissory  Note.  In the  event of a
dispute  involving this  Promissory  Note or any other  instruments  executed in
connection  herewith,  the  undersigned  irrevocably  agrees that venue for such
dispute shall lie in any court of competent  jurisdiction  in Huntington  Beach,
Orange County,  California. In the event Maker fails to timely pay principal and
interest  hereunder  or causes an Event of  Default  to  occur,  Payee  shall be
entitled to recover its legal costs and reasonable attorneys' fees incurred as a
result thereof.

     IN WITNESS  WHEREOF,  the undersigned have executed this document as of the
day and year first above written.

MAKER:


By: /s/ Natalie Bannister
   --------------------------------------------------
Natalie Bannister, Chief Financial Officer & Director
ALTO Group Holdings, Inc.