**Exhibit
      10.2**





THIS
        NOTE
        HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
        UNDER
        ANY STATE SECURITIES LAW. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
        HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
        TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS
        OR AN
        OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT
        REQUIRED.





**PROMISSORY
      NOTE**




$
                3,000,000
            
            New
                York, New YorkFebruary
                8, 2006




**FOR
      VALUE RECEIVED** ,
      the
      undersigned, **LaPolla
      Industries, Inc** .,
      a
      Delaware corporation, currently having its principal place of business located
      at Intercontinental Business Park, 15402 Vantage Parkway East, Suite 322,
      Houston, Texas 77032 (the “Maker”), promises to pay to **Richard
      J. Kurtz** an
      individual currently residing at Nine Duck Pond Road, Alpine, New Jersey 07632
      (the “Holder”), the principal sum of **Three
      Million ($3,000,000) and 00/100 Dollars** ,
      bearing
      interest thereon, at the rate of 6% per annum together with any costs, expenses
      and attorney fee’s incurred for the collection of this note before and after
      maturity, by acceleration or otherwise, principal to be paid on December 31,
      2007 (the “Maturity Date”) when the entire amount outstanding hereunder shall be
      due and payable in full; **provided** **,** **however** ,
      that if
      the Maker subsequent to the date hereof, but prior to the Maturity Date, shall
      have successfully completed a private debt or equity financing yielding gross
      proceeds to the Maker of not less than **Seven
      Million** 00/100
      Dollars **($7,000,000)** (hereinafter, the “Financing”) then the unpaid principal balance of this note
      shall immediately become due and payable concurrently with the closing of the
      Financing.





No
      delay
      or omission by the Holder in exercising any right hereunder, nor failure by
      the
      Holder to insist upon the strict performance of any terms herein, shall operate
      as a waiver of such right, any other right hereunder, or any terms herein.
      No
      waiver of any right shall be effective unless in writing and signed by the
      Holder, nor shall a waiver on one occasion be constituted as a bar to, or waiver
      of, any such right on any future occasion.





The
      rights and obligations under this note shall be construed in accordance with
      the
      laws of the State of New York.





Maker
      waives the right of presentment, demand for payment, notice of dishonor, notice
      of protest, protest and all other notices or demands of any kind in connection
      with the delivery, acceptance, performance, default, endorsement or guarantee
      of
      this instrument.





Maker:**LaPolla
                Industries, Inc.**A
                Delaware CorporationBy:
                /s/ Michael T. Adams, CEOName: 
                Michael T. AdamsTitle:   
                CEO