Exhibit
      10.2

     

    LIMITED
      RECOURSE PROMISSORY NOTE

    


    
      	
              $1,750,000.00

            	
              February
                28, 2007

            


    

    


    BCI
      COMMUNICATIONS, INC.,
      a
      Delaware corporation (the "Maker"), with an address at 20 Bushes
      Lane,
      Elmwood, New Jersey 07407,
      for
      value received, hereby promises to pay to the order of J&J
      LEASING PARTNERSHIP,
      a Texas
      partnership,
      (“Payee”) with an address of P.O. Box 120308, Arlington, TX 76012 or their
      designees the principal sum of
      One
      Million Seven Hundred and Fifty Thousand Dollars and no/100
      ($1,750,000.00),
      together with interest thereon accruing at a fixed rate equal to eight and
      one-quarter percent (8.25%) per annum until all principal under this Note is
      paid in full. This
      Note
      shall be due and payable quarterly, principal and interest, for a three year
      period from the date hereof
      (the
      "Maturity Date"). Notwithstanding the foregoing, interest on all amounts owing
      under this Note after the Maturity Date or the occurrence of an Event of Default
      (as hereinafter defined), shall accrue at a rate equal to the Prime Interest
      Rate plus two percent (2%) (the “Default Rate”).  Interest
      on the principal balance of this Note from
      time
      to time outstanding shall be computed on the basis of a 360 day year and actual
      days elapsed. If any payment of principal or interest or any other amount under
      this Note becomes due on a day other than a Business Day, such payment shall
      be
      made on the next succeeding Business Day, and such extensions shall be included
      in computing interest in connection with such payments. For purposes of this
      Note, a "Business Day" shall mean any day, other than Saturdays, Sundays or
      other days on which commercial banks are required by law to be closed in the
      State of New Jersey. All payments made by Maker under this Note shall be in
      immediately available funds and U.S. dollars. 

    


    Reference
      is made to the Asset Purchase Agreement, dated as of as of the date hereof
      (as
      amended, restated, supplemented or otherwise modified from time to time, the
      "APA"), between the Maker, Payee, Digital Systems Communications, Inc, and
      the
      shareholders thereof, which, among other things, further sets forth all of
      the
      parties obligations under this Note. Capitalized terms and phrases used in
      this
      Note without definition in this Note shall have the respective meanings set
      forth in the APA. 

    


    This
      Note
      is secured by a certain Deed of Trust (“Deed of Trust”), executed by Maker to
      Michael H. Myers, Trustee for Payee covering the real property and improvements
      located at Block 10-R, Arlington Heights Addition, an addition to the City
      of
      Arlington, Tarrant County, Texas, according to the Plat recorded in Volume
      388-48, Page 66, Plat Records of Tarrant County, Texas, in the E. Daggett
      Survey, A-430.

    


    The
      principal balance of this Note may be prepaid in whole or in part, at any time
      and from time to time, without premium or penalty, together with all accrued
      interest on the principal balance so prepaid.

    


    All
      prepayments and the other payments under this Note shall be applied first to
      accrued but unpaid interest, and then to the unpaid principal balance, until
      all
      principal and accrued interest under this Note have been paid in
      full.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    If
      any of
      the following events, acts or circumstances shall occur for any reason
      whatsoever (and whether such occurrence shall be voluntary or involuntary or
      come about or be affected by operation of law or otherwise) (each, an "Event
      of
      Default"):

    


    1.  if
      the
      Maker shall fail to make any payment required under this Note within fifteen
      (15) days of when due, and any payment made after such date shall include an
      interest penalty of 2% for the number of days that the payment is late; or
      

    


    2. if
      the
      Maker fails to perform or observe any of its covenants or agreements contained
      in this Note (except for nonperformance described in Event of Default 1) within
      30 days of when performance is required by the applicable document;
      or

    


    3. if
      the
      Maker shall (a) be dissolved, (b) apply for or consent to the appointment of,
      or
      the taking of possession by, a receiver, custodian, trustee or liquidator of
      itself of all or a substantial part of its property, (c) make a general
      assignment for the benefit of its or his creditors, (d) commence a voluntary
      case under Title 11 of the United States Bankruptcy Code or any successor
      thereto (the “Bankruptcy Code”), any state bankruptcy law or any law similar to
      any of the foregoing, (e) file a petition seeking to take advantage of any
      law
      relating to bankruptcy, insolvency, reorganization, winding up, or composition
      or readjustment of debts, or (f) fail to controvert in a timely and appropriate
      manner, or acquiesce in writing to, any petition filed against Maker in an
      involuntary case under the Bankruptcy Code, any state bankruptcy law or any
      law
      with a purpose or otherwise similar to any of the foregoing; or then,
      and
      upon the occurrence of any Event of Default, the Payee and/or the Agent may,
      with ten (10) days written notice, take any, certain, or all of the following
      actions: proceed to enforce or cause to be enforced any remedies provided under
      this Note or the Deed of Trust. 

     

    NOTWITHSTANDING
      ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE OBLIGATIONS OF MAKER EVIDENCED
      BY
      THIS NOTE (INCLUDING WITHOUT LIMITATION ATTORNEY’S FEES AND LIABILITY FOR BREACH
      OF ANY WARRANTY OR COVENANT HEREUNDER OR UNDER THE DEED OF TRUST) ARE ABSOLUTELY
      NON-RECOURSE, SUBJECT ONLY TO THE RIGHTS WHICH PAYEE HAS PURSUANT TO THE DEED
      OF
      TRUST IN THE REAL PROPERTY SECURED THEREBY AND MAKER SHALL NOT OTHERWISE BE
      LIABLE FOR THE OBLIGATIONS HEREUNDER UPON THE OCCURRENCE OF AN EVENT OF DEFAULT
      HEREUNDER. PAYEE AGREES TO LOOK SOLELY TO THE REAL PROPERTY SECURED BY THE
      DEED
      OF TRUST OR THE PROCEEDS THEREOF, FOR THE PAYMENT OF THE OBLIGATIONS
      HEREUNDER.

    


    Except
      as
      otherwise specified pursuant to this Note, any notice, request, information
      or
      other document to be given pursuant to this Note, shall be in writing and shall
      be given by hand delivery, telecopier, certified or registered U.S. mail or
      a
      reputable overnight courier service which provides evidence of its receipt
      as
      part of its service, as follows:

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    
      	
              If
                to Maker to:

            	
              BCI
                Communications, Inc. 

            
	 	
              20
                Bushes Lane 

            
	 	
              Elmwood,
                New Jersey 07407

            
	 	
              Attn:
                General Counsel

            
	 	 
	 	 
	
              If
                to Payee:

            	
              J&J
                Leasing Partnership

            
	 	
              P.O.
                Box 120308

            
	 	
              Arlington,
                TX 76012

            


    

    


    Maker
      or
      Payee may change the address or telecopier number to which notices hereunder
      are
      to be sent to it by giving written notice of such change as herein provided.
      Any
      notice given hereunder shall be deemed given on the date of hand delivery,
      transmission by telecopier, deposit with the U.S. postal service or delivery
      to
      a courier service, as appropriate.

    


    EACH
      OF THE MAKER AND PAYEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
      LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
      THIS NOTE, IT BEING AGREED THAT ALL SUCH TRIALS SHALL BE CONDUCTED SOLELY BY
      A
      JUDGE. EACH OF THE MAKER AND PAYEE CERTIFIES THAT NO REPRESENTATIVE, AGENT
      OR
      ATTORNEY OF EITHER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER
      WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS.
EACH
      OF THE MAKER AND PAYEE AGREES AND ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED
      BY
      INDEPENDENT COUNSEL IN CONNECTION WITH THIS NOTE OR BEEN ADVISED THAT IT SHOULD
      BE REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION WITH THIS NOTE. IF MAKER
      OR
      PAYEE HAS DECIDED NOT TO BE REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION
      WITH THIS NOTE, IT IRREVOCABLY AND FOREVER WAIVES ANY AND ALL DEFENSES OR RIGHTS
      ARISING OUT OF OR RELATED TO SAID DECISION.

    


    No
      change, amendment, modification, termination, waiver, or discharge, in whole
      or
      in part, of any provision of this Note shall be effective unless in writing
      and
      signed by the Maker and Payee, and with respect to a waiver or discharge so
      given by the Payee, shall be effective only in the specific instance in which
      given. The Maker acknowledges that this Note and the Maker’s obligations under
      this Note are, and shall at all times continue to be, absolute and unconditional
      in all respects, and shall at all times be valid and enforceable. Payee, at
      their discretion, may unilaterally offset any of their obligations to Maker
      by
      reducing any installments at any time payable under this Note.

    


    In
      the
      event any one or more of the provisions contained in this Note should be
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired thereby.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    The
      “Maximum Rate” permitted from day to day by applicable law, pursuant to Section
      303.201 of the Texas Finance Code and Article 1D.002 of the Texas Credit Code
      (and as the same may be incorporated by reference in other Texas statutes),
      but
      otherwise without limitation, that rate based upon the “indicated rate
      ceiling.”

    


    If,
      at
      any time, the rate of interest under this Note shall be deemed by any competent
      court of law, governmental agency, or tribunal to exceed the maximum rate of
      interest permitted by the laws of any applicable jurisdiction or the rules
      or
      regulations of any appropriate regulatory authority or agency, then during
      such
      time as such rate of interest would be deemed excessive, that portion of each
      interest payment attributable to that portion of such interest rate that exceeds
      the maximum rate of interest so permitted shall be deemed a voluntary prepayment
      of principal or, if all principal has been paid, that portion of each interest
      payment attributable to that portion of such interest rate that exceeds the
      maximum rate of interest so permitted shall be promptly refunded to
      Maker.

    


    This
      Note
      binds the Maker and its successors and assigns, and Maker shall have the right
      to assign, transfer or delegate its rights or obligations under this Note with
      the Payee’s consent, and this Note shall inure to the benefit of Payee and its
      successors and assigns. 

    


    This
      Note
      shall be construed in accordance with and governed by the laws of the State
      of
      Texas without giving effect to conflict of law principles.

    
      	 	 	 
	 	
              BCI
                Communications, Inc., 

              a
                Delaware corporation

            
	 
 	 
 	 
 
	
            	By:  	/s/ Rich
              Berliner
	 	
              
Name:
              Rich Berliner
	 	Title: Chief Executive Officer
	Attest:	 
	 	 
	_________________________	 




    

    

    
      
         

      

      
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