EXHIBIT
      10.2

    


    SECURED
      PROMISSORY NOTE

     

     

    

      
        	
                $20,000,000

              	
                December 21,
                  2006

              


      

    

     

    For
      value
      received, EAR
      Capital I, LLC,
      a
      Delaware limited liability company having a mailing address at
      707 Westchester Avenue, Suite L-7, White Plains, New York  10604
      (hereinafter referred to as “Borrower”),
      hereby promises to pay to the order of Sheridan
      Asset Management, LLC,
      having
      a mailing address of 1025 Westchester Avenue, Suite 311, White Plains,
      New York  10604-3508 (hereinafter referred to as “Lender”),
      the
      principal amount of Twenty Million Dollars ($20,000,000) (or, if less, then
      the
      aggregate principal amount of loans received under the Loan Agreement (as
      defined below)) in lawful money of the United States of America, together with
      Fixed Interest on the advanced but unpaid principal balance, all in accordance
      with the terms set forth herein and in that certain Master Loan and Servicing
      Agreement dated as of December 21, 2006 (the “Loan
      Agreement”),
      by
      and among Borrower, DRV Capital, LLC, a Delaware limited liability company
      and
      an Affiliate of Borrower, Debt Resolve, Inc., a Delaware corporation and the
      indirect parent of Borrower, and Lender. Reference is hereby made to the Loan
      Agreement, the terms and conditions of which are incorporated herein by
      reference as fully and with the same effect as if set forth herein at length.
      All capitalized terms not otherwise defined herein have the respective meanings
      contained in the Loan Agreement. Reference is also hereby made to the Security
      Agreement described in the Loan Agreement for a more complete description of
      certain Collateral, a statement of certain covenants and agreements, a statement
      of the rights and remedies and securities afforded thereby, and all other
      matters contained therein. This Secured Promissory Note is entitled to the
      benefit of the Loan Agreement and the Security Agreement.

     

    Borrower
      and all endorsers and guarantors jointly and severally waive presentments,
      demand, protest, and notice (except such notice as is required under the Loan
      Documents) of any kind. 

     

    This
      Secured Promissory Note shall be governed by, and construed, interpreted and
      enforced in accordance with, the internal laws of the State of New York, without
      reference to any of its conflict-of-law rules.

     

    Time
      is
      of the essence of this Secured Promissory Note and each of the provisions
      hereof.

     

    IN
      WITNESS WHEREOF,
      Borrower has executed this Secured Promissory Note as of the date and year
      first
      above written.

     

    
      	 	 	 
	 	EAR
              CAPITAL I, LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:  

              Title

            


    

     

     

    
      
         

      

      
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