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                                                                    Exhibit 10.2

                         SENIOR SECURED PROMISSORY NOTE

$750,000.00 New York, New York
August 13, 2003


            FOR VALUE RECEIVED, the undersigned NEUROLOGIX, INC., a Delaware
corporation (the "Borrower"), promises to pay to the order of CHANGE TECHNOLOGY
PARTNERS, INC., a Delaware corporation (the "Holder"), the principal sum of
$750,000.00, together with interest on the unpaid principal amount from time to
time outstanding from and including the date hereof until such principal is paid
in full. The principal of and interest on this Note shall be due and payable at
such time and in such amounts as set forth herein.

            1. Principal. The Borrower shall pay to the Holder the entire
principal amount of this Note then outstanding, together with interest accrued
and unpaid thereon, on April 30, 2004 (the "Maturity Date"). At its option, the
Borrower may prepay all or any portion of this Note together with accrued and
unpaid interest hereon at any time without penalty or premium.

            2. Interest. The Borrower promises to pay interest on the
outstanding principal of this Note at the rate of 4% per annum on the Maturity
Date. Interest on this Note shall accrue from the date of issuance until
repayment of the principal and payment of all accrued interest in full and shall
be computed on the basis of a 365 day year and the actual number of days
elapsed.

            3. Representations and Warranties.

                  (a) The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and is in
good standing in each jurisdiction in which such qualification is required by
law. The Borrower has the power and authority to own the properties it purports
to own, to transact the business it transacts and proposes to transact, to
execute and deliver this Note and to perform the provisions hereof.

                  (b) This Note has been duly authorized by all necessary action
on the part of the Borrower, and this Note constitutes a legal, valid and
binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors'
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rights generally and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

                  (c) The execution, delivery and performance by the Borrower of
this Note will not (i) contravene, result in any breach of, or constitute a
default under, or result in the creation of any lien in respect of any property
of the Borrower under, any indenture, mortgage, deed of trust, loan, credit
agreement, operating agreement, or any other material agreement, lease or
instrument to which the Borrower is bound or by which the Borrower or any of
their respective properties may be bound or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or governmental authority
applicable to the Borrower or (iii) violate any provision of any statute or
other rule or regulation of any governmental authority applicable to the
Borrower, which violation could reasonably be expected to have a material
adverse effect on the business, operations or prospects of the Borrower.

                  (d) No consent, approval or authorization of, or registration,
filing or declaration with, any governmental authority is required in connection
with the execution, delivery or performance by the Borrower of this Note.

            4. Security Documents.

                  (a) In order to secure the due and punctual payment of the
principal of and interest on this Note when and as the same shall be due and
payable according to the terms of this Note, whether at maturity, by
acceleration or otherwise, the Borrower has granted a lien and security interest
in all of the assets of the Borrower pursuant to the Security Agreement, dated
the date hereof (the "Security Agreement"), by and between the Borrower and the
Holder.

                  (b) In order to ensure that the security interests granted by
the Borrower to the Holder shall be entitled to priority over all existing
indebtedness (and security therefor) of the Borrower, the Holder, Palisade
Private Partnership, L.P., Dr. Martin J. Kaplitt, Clark A. Johnson and the
Borrower entered into a Subordination and Intercreditor Agreement, dated the
date hereof (the "Subordination Agreement").

            5. Defaults and Remedies.

                  (a) Events of Default. An "Event of Default" shall occur if:

                        (i) the Borrower shall default in the payment of the
principal or interest due under this Note, when and as the same shall become due
and payable, whether at maturity or by acceleration or otherwise;

                        (ii) (A) the Borrower shall default in the due
observance or performance of any covenant, condition or agreement on the part of
the Borrower to be observed or performed pursuant to the terms hereof or
pursuant to the terms of the Security Agreement or Subordination Agreement and
such default shall continue for fifteen (15) days;

                        (iii) the Borrower commences any case, proceeding or
other action under any existing or future law of any jurisdiction, domestic or
foreign,
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relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate
it bankrupt or insolvent, or seeking reorganization, composition, extension or
other such relief with respect to it or its debts, or seeking appointment of a
receiver, trustee, custodian or other similar official for all or any
substantial part of its assets (a "Bankruptcy Action"); or

                        (iv) the Borrower becomes the debtor named in any
Bankruptcy Action which results in the entry of an order for relief or any such
adjudication or appointment remains undismissed or undischarged for a period of
sixty (60) days.

                  (b) Acceleration. If an Event of Default occurs under clause
(a)(iii) or (iv) of this Section 5, then the outstanding principal of and all
accrued interest on this Note shall automatically become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are expressly waived by the Borrower. If any other Event of Default occurs
and is continuing, then the Holder, by written notice to the Borrower, may
declare the principal of and accrued interest on this Note to be due and payable
immediately. Upon such declaration, such principal and interest shall become
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which the Borrower expressly waives hereby.

                  (c) Notices. The Borrower shall give immediate written notice
to the Holder of the occurrence of any Event of Default or any event that, after
notice or lapse of time or both, could become an Event of Default.

            6. Costs. In case of any default under this Note, the Borrower will
pay to the Holder such amounts as shall be sufficient to cover the reasonable
costs and expenses of such Holder due to such default.

            7. Remedies Cumulative. No remedy herein conferred upon the Holder
is intended to be exclusive of any other remedy hereunder or any other document
referred to herein, and each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.

            8. Remedies Not Waived. No course of dealing between the Borrower
and the Holder or any delay on the part of the Holder in exercising any rights
hereunder shall operate as a waiver of any right.

            9. Waiver of Protest, Presentment, etc. The Borrower hereby waives
protest, presentment, notice of dishonor and notice of acceleration of maturity
and agrees to continue to remain bound for the payment of principal, interest
and all other sums due under this Note notwithstanding any change or changes by
way of release, surrender, exchange, modification or substitution of any
security for this Note or by way of any extension or extensions of time for the
payment of principal and interest.

            10. Transfer. The Holder acknowledges that this Note has not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any state, and may be transferred only pursuant to an
effective
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registration statement under the Securities Act or pursuant to an applicable
exemption from the registration requirements of the Securities Act.

            11. Payments. All payments of principal of and interest on this Note
shall be made by wire transfer of immediately available funds, in lawful money
of the United States of America, to an account designated by Holder.

            12. Notice. All notices, demands and other communications provided
for or permitted hereunder shall be made in writing and shall be sent by
registered or certified first-class mail, return receipt requested, telecopier,
courier service or personal delivery:

                            (a)       if to the Borrower:

                                      Neurologix, Inc.
                                      One Bridge Plaza
                                      Fort Lee, NJ  07024
                                      Attention:  Mark Hoffman, Secretary
                                      Facsimile No.: (201) 585-7998

                            (b)       if to the Holder:

                                      Change Technology Partners, Inc.
                                      537 Steamboat Road
                                      Greenwich, CT  06830
                                      Attention:  Michael Gleason, Chairman and
                                                  Chief Executive Officer
                                      Facsimile No.: (203) 661-1331

All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; when delivered by courier, if
delivered by commercial overnight courier service; five business days after
being deposited in the mail, post prepaid, if mailed; and when receipt is
acknowledged, if telecopied. Either party may change the address to which
notices, demands and other communications hereunder are to be delivered by
giving the other party notice in the manner herein set forth.

            13. No Assignment. Neither this Note nor the rights, duties and
obligations of the Borrower hereto may be assigned by the Borrower at any time,
by operation of law or otherwise.

            14. Binding Effect. This Note and the covenants, terms and
conditions set forth herein shall be binding upon and shall inure to the benefit
of the parties hereto and, subject to Section 13, their successors and permitted
assigns.

            15. GOVERNING LAW. THIS NOTE AND THE LEGAL RELATIONS BETWEEN THE
BORROWER AND THE HOLDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF.
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            16. Consent to Jurisdiction and Service of Process. Any legal
action, suit or proceeding arising out of or relating to this Note or the
agreements and transactions contemplated hereby may be instituted only in a
state or federal court of the State of New York located in the borough of
Manhattan and the Borrower agrees not to assert, by way of motion, as a defense
or otherwise, in any such action, suit or proceeding, any claim that it is not
subject personally to the jurisdiction of such court, that its property is
exempt or immune from attachment or execution, that the action, suit or
proceeding is brought in an inconvenient forum, that the venue of the action,
suit or proceeding is improper or that this Note, the agreements contemplated
hereby or the subject matter hereof or thereof may not be enforced in or by such
court. The Borrower further irrevocably submits to the jurisdiction of any such
court in any such action, suit or proceeding. Any and all service of process and
any other notice in any such action, suit or proceeding shall be effective
against the Borrower if given by registered or certified mail, return receipt
requested, or by any other means of mail that requires a signed receipt, postage
prepaid, mailed to the Borrower as herein provided.

            17. WAIVER OF JURY TRIAL. THE BORROWER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS NOTE OR ANY AGREEMENT OR TRANSACTIONS CONTEMPLATED HEREBY.

            18. Headings. The headings in this Note are inserted for convenience
of reference only and shall not limit or otherwise affect the meaning hereof and
do not constitute part of this Note.
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      IN WITNESS WHEREOF, the undersigned has executed this Senior Secured
Promissory Note as of the date first above written.


                                           NEUROLOGIX, INC.


                                           By: /s/ Mark Hoffman
                                               -----------------------------
                                                Name:   Mark Hoffman
                                                Title:  Treasurer and Secretary