<PAGE>

                                                                    Exhibit 10.2


This Note and the securities represented hereby have not been registered under
the Securities Act of 1933, as amended (the "Act"), or under the securities or
blue sky laws of any State, and may not be sold, or otherwise transferred, in
absence of such registration or an exemption therefrom under such Act and under
any such applicable State laws, or in violation of the provisions of this Note.



                           SPECTRUMEDIX CORPORATION



                              6% CONVERTIBLE NOTE
                               Due July 9, 2004

$300,000

                          Date of Issue: July 9, 2001

     SpectruMedix Corporation, a Delaware corporation (the "Company"), for value
received, herewith promises to pay to the I. Reich Family Limited Partnership, a
Delaware limited partnership, or to its order, (together with any assignee,
jointly or severally, the "Holder") on the Due Date (as hereinafter defined),
the sum of three hundred thousand dollars ($300,000), or, if less, so much
hereof as may be outstanding from time to time, as set forth on the Schedule
attached hereto (the "Principal Amount") and to pay interest on the Principal
Amount at the rate of six percent (6%) per annum as provided herein.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Securities Purchase Agreement between the Company and
the Holder dated as of July 9, 2001 (the "Securities Purchase Agreement").  In
furtherance thereof, and in consideration of the premises, covenants, promises,
representations and warranties hereinafter set forth the Borrower hereby agrees
as follows:

     1.   Interest.  Interest on the Principal Amount outstanding from time to
          --------
time as set forth on the Schedule hereto shall accrue at the rate of 6% per
annum, shall be based on a three hundred sixty (360) day year of twelve (12)
thirty (30) day months and shall be payable quarterly as accrued in arrears on
each July 9, October 9, January 9, and April 9 until this Note shall have been
paid in full.  All payments of both principal and interest shall be made at the
address of the Holder hereof as it appears in the books and records of the
Company, or at such other place as may be designated by the Holder hereof.  If
any payment of principal or interest on this Note shall become due on a day
other than any day that is not a Saturday, a Sunday or a day on which banks are
required or permitted to be closed in the State of New York (a "Business Day"),
such payment shall be made on the next succeeding Business Day and such
extension of time shall in such case be included in computing interest in
connection with such payment.  Payments of principal and interest are to be made
in lawful money of the United States.  Notwithstanding the foregoing sentence,
the Borrower may elect to (i) make scheduled interest payments on this Note in
the form of a PIK Note (the "PIK Note"), in form substantially similar to this
Note or (ii) defer
<PAGE>

any interest payment until the Due Date, in which event interest shall accrue on
any interest payment so deferred at the rate of six percent (6%) per annum.

     2.   Maturity.  If not converted pursuant to Section 4 hereof on or before
          --------
such date, this Note shall mature on July 9, 2004, at which time all then
remaining unpaid principal, interest and any other charges then due hereunder
shall be due and payable in full.

     3.   Optional Prepayment.  The Company may at any time or from time to time
          -------------------
prepay all or any portion of this Note, provided that each such prepayment shall
                                        --------
be in a minimum of $25,000 or integral multiples thereof.

     4.   Conversion.
          ----------

          (a)  Conversion Privilege.  The Holder of this Note may in its sole
               --------------------
discretion at any time or from time to time convert the unpaid principal of and
accrued but unpaid Common Stock interest on this Note, into fully paid and
nonassessable shares of Common Stock.  The number of shares of Common Stock into
which this Note may be converted shall be determined by dividing the unpaid
principal amount of and accrued but unpaid interest on the this Note to be
converted by the "Conversion Price" (as determined from time to time in
accordance with the following).  The Conversion Price shall initially be $.0575.

          (b)  Automatic Conversion.  Upon the occurrence of a Qualified Initial
               --------------------
Public Offering (as defined below), the entire principal amount of, and accrued
and unpaid interest on, this Note shall automatically be converted without
further action on the part of the Holder and whether or not the Note is
surrendered to the Company, into the number of shares of Common Stock as is
obtained by dividing the unpaid principal amount of and accrued but unpaid
interest on this Note by the Conversion Price.

     For purposes of this Note, "Qualified Initial Public Offering" means an
underwritten public offering of Common Stock registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, yielding gross
proceeds to the Company of at least $20,000,000.

          (c)  Conversion Procedure.
               --------------------

               (i)  To convert this Note, other than pursuant to Section 4(b),
the Holder must (A) complete and sign a conversion notice stating the amount to
be converted and (B) surrender this Note and the conversion notice to the
Company. In the case of the conversion of less than all the unpaid principal
amount of and accrued but unpaid interest on this Note, the Company shall issue
and deliver to the Holder a new Note of like tenor for the balance of such
principal and interest.

               (ii) The date on which the Holder satisfies the foregoing
requirements, or in the case of conversion pursuant to Section 4(b), the date of
the Qualified Initial Public Offering, as the case may be, is the "Conversion
Date."  As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder a certificate for the number of whole shares of Common
Stock issuable upon the conversion.  The Person in whose name the certificate is
registered shall become the record holder of such shares of Common Stock on the

                                      -2-
<PAGE>

Conversion Date, and, as of such date, such Person's rights as the Holder of
this Note shall cease.

               (iii) The number of whole shares issuable upon the conversion
shall be based on the total unpaid principal amount of the Note and accrued and
unpaid interest thereon.

          (d)  Fractional Shares.  The Company shall not be required to issue
               -----------------
any fractional shares of Common Stock upon conversion of this Note to the extent
that the amount of the Note to be converted is not convertible into a whole
number of shares.  In lieu of any fractional shares to which the Holder would
otherwise be entitled, the Holder shall be entitled to receive a cash payment
equal to the fair market value for each fractional share.

          (e)  Taxes on Conversion.  The issuance of certificates for shares of
               -------------------
Common Stock upon the conversion of this Note shall be made without charge to
the converting Holder for such certificates for any tax (other than taxes levied
on the income of the Holder) in respect of the issuance of such certificates;
provided, that the Company shall not be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificates in a name other than that of the Holder of this Note, and the
Company shall not be required to issue or deliver such certificates unless or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid or is not applicable.

          (f)  Authorization.  All shares of Common Stock that may be issued
               -------------
upon conversion of this Note shall be duly authorized, validly issued, fully
paid and non-assessable when so issued.

          (g)  Adjustments to the Conversion Price.  The Conversion Price from
               -----------------------------------
time to time in effect shall be subject to adjustment as follows:

               (i)  Upon Stock Dividends, Subdivisions or Splits.  If, at any
                    --------------------------------------------
time prior to the conversion of the Note into shares of Common Stock, the number
of shares of Common Stock outstanding is increased by a stock dividend payable
in shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, upon the issuance of such stock dividend, or such subdivision or
split-up, the Conversion Price shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of the Note shall be
increased in proportion to such increase in outstanding shares.

               (ii) Upon Combinations.  If, at any time prior to the conversion
                    -----------------
of the Note into shares of Common Stock, the number of shares of Common Stock
outstanding is decreased by a combination of the outstanding shares of Common
Stock into a smaller number of shares of Common Stock, then, upon such
combination, the Conversion Price shall be appropriately increased so that the
number of shares of Common Stock issuable on conversion of the Note shall be
decreased in proportion to such decrease in outstanding shares.

          (h)  Notice of Adjustments.  Whenever the Conversion Price is
               ---------------------
adjusted, the Company shall promptly deliver to the Holder a notice of the
adjustment briefly stating the facts requiring the adjustment and the manner of
computing it.

                                      -3-
<PAGE>

          (i)  Reservation of Shares.  Company warrants and agrees that it shall
               ---------------------
at all times reserve and keep available, free from preemptive rights, sufficient
authorized and unissued, or of treasury, shares of preferred stock of the
Company to effect conversion of this Note into shares of Common Stock upon the
terms and conditions contained herein.

     5.   Events of Default.  The occurrence of any of the following shall
          -----------------
constitute an "Event of Default" hereunder:

          (a)  default in the payment of all or any part of the principal or
interest on the Note as and when the same shall become due and payable, whether
at maturity, by declaration or otherwise;

          (b)  failure on the part of the Company duly to observe or perform any
of the covenants or agreements contained herein on its part to be performed, and
the continuance of such failure for thirty (30) days or in the Security
Agreement;

          (c)  The Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or
hereinafter in effect or seeking the appointment of a trustee, receiver
liquidator, custodian or other similar official of it or any substantial part of
its property, or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take corporate action to authorize any of the foregoing;

          (d)  an involuntary case or other proceeding shall be commenced
against the Company seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of sixty (60) days; or an order for relief
shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect; or

          (e)  Ilan Reich (or a successor acceptable to him) shall cease to be
the Chairman and Chief Executive Officer of the Company;

then, and in each and every such case, unless the principal of the Note shall
have already become due an payable, the Holder, by notice in writing to the
Company (the "Acceleration Notice"), may declare the entire principal amount of
this Note, together with interest accrued thereon, to be due an payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

     6.   Voting Rights.  In the event that, for any reason, the shares of
          -------------
Series C Preferred Stock, par value $.00115 per share, shall cease to have
thirteen (13) votes for each share of Common Stock issuable upon conversion of a
share of Series C Preferred Stock, then the holder of this Note shall have the
right to vote, together with the holders of the Company's Common

                                      -4-
<PAGE>

Stock, and shall have one vote for each share of Common Stock issuable upon
conversion of this Note

     7.   Failure to Act and Waiver.  No failure or delay by the Holder to
          -------------------------
require the performance of any term or terms of this Note or to exercise any
right, or any remedy shall constitute a waiver of any such term or of any right
or of any default, nor shall such delay or failure preclude the Holder from
exercising any such right, power or remedy at any later time or times.

     8.   Consent to Jurisdiction.  The Company hereby agrees and consents that
          -----------------------
any action, suit or proceeding arising out of this Note may be brought in any
appropriate court in the State of New York including the United States District
Court for the Southern District of New York, or in any other court having
jurisdiction over the subject matter, all at the sole election of the Holder
hereof, and by the issuance and execution of this Note, the Company irrevocably
consents to the jurisdiction of each such court.

     9.   No Assignment.  The Company may not assign its obligations under this
          -------------
Note without the prior written consent of the Holder.  Any purported assignment
prohibited hereby shall be void.

     10.  Notices.  All notices and communications under this Note shall be
          -------
given as set forth in Section 8.2 of the Securities Purchase Agreement.

     11.  Governing Law.  In all respects, including all matters of
          -------------
construction, validity and performance, this note and the obligations arising
hereunder shall be governed by, and construed and enforced in accordance with,
the laws of the state of New York applicable to contracts made and performed in
such state, without regard to the principles thereof regarding conflict of laws,
and any applicable laws of the united states of America.

                             *    *    *    *    *

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal on the date of issue above stated.


                                       SPECTRUMEDIX CORPORATION

                                       By: /s/ Stephen Wertheimer
                                          -----------------------
                                       Name: Stephen Wertheimer
                                       Title: Secretary & Vice President

                                      -5-
<PAGE>

                              6% Convertible Note
                                   Schedule
                                   --------

<TABLE>
<CAPTION>
                                          Payments                        Unpaid Principal               Name of Person
        Date                  Principal              Interest             Balance of Note               Making Notation
---------------------    ------------------    ------------------    ------------------------     ---------------------------
<S>                      <C>                   <C>                   <C>                          <C>


</TABLE>


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