Exhibit 10.2


    
      

    


    EXHIBIT
      10.2

    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD,
      TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (i) AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT AND SUCH REGISTRATION OR QUALIFICATION
      AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY JURISDICTION, OR (ii)
      AN
      EXEMPTION FROM SUCH REGISTRATION.

    


    PROMISSORY
      NOTE

    


    


    
      	
              US

            	
              $2,000,000.00

            	
              May
                18, 2006

            


    

    


    FOR
      VALUE
      RECEIVED, Third
      Security Staff 2001 LLC,
      having
      an address of 1881 Grove Avenue, Radford, Virginia 24141 (the "Maker"), promises
      to pay to the order of Dr.
      Israel M. Stein
      ("Lender") at 17 Edge Hill Road, Chestnut Hill, Massachusetts 02467 (the Lender
      and each successor, owner, endorsee, bearer and holder of this note being herein
      generally called the "Holder"), or at such other place as the Holder of this
      note may from time to time designate in writing, in lawful money of the United
      States of America and in the manner hereinafter provided, the principal sum
      of
      Two Million and 00/100 Dollars ($2,000,000.00) together with interest from
      the
      date hereof upon the unpaid principal balance, at the rate of five and 00/100
      (5.0%) percent per annum. 

    


    During
      the term hereof, six (6) consecutive quarterly installments of principal and
      interest shall be due and payable by Maker to Holder in accordance with the
      attached Schedule commencing on August 18, 2006.

    


    On
      November 18, 2007 Maker shall make final
      payment of the entire outstanding principal balance, together with all accrued
      but unpaid interest and all other charges due hereunder (the "Maturity
      Date").

    


    The
      entire indebtedness evidenced hereby may be prepaid in full or in part at any
      time without premium or penalty.

    


    The
      Maker
      hereby waives presentment for payment, protest, suretyship defenses and all
      other defenses in the nature thereof, notice of protest, dishonor and
      non-payment of this note and the Maker's liability hereunder shall remain
      unimpaired, notwithstanding any extension of the time of payment, changes in
      terms and conditions and all other indulgences granted by the Holder hereof,
      or
      the release from liability of any party which may assume the obligation to
      make
      payment of the indebtedness evidenced hereby or the performance of the
      obligations of the Maker hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      Maker
      hereof for itself and its legal representatives, successors and assigns
      respectively, agrees to pay all costs and expenses of collection and enforcement
      of the obligations of Maker evidenced hereby and the rights of the Holder under
      this note or under any other instrument now or hereafter executed in connection
      herewith, including, without limitation, reasonable attorneys' fees and expenses
      incurred in connection therewith whether or not suit is commenced.

    


    The
      Holder shall not, by any act, delay, omission or otherwise be deemed to waive
      any of his rights or remedies hereunder unless such waiver be in writing and
      signed by the Holder, and then only to the extent expressly set forth therein.
      A
      waiver on any such occasion shall not be construed as a bar to or waiver of
      any
      such right or remedy on any future occasion.

    


    Wherever
      notice, demand, or a request may properly be given to the Maker hereof under
      this note, the same shall always be sufficient if in writing and deposited
      in
      the United States mails, by registered or certified mail, addressed to the
      Maker
      at the address given in this note as the Maker's address, or the address of
      the
      Maker last known to the Holder hereof, and any such notice, demand or request
      shall be treated as having been given upon deposit in the United States mails,
      postage prepaid, by registered or certified mail.

    


    The
      Maker
      and the Holder each agrees that any action or proceeding for any claim arising
      out of or related to this note or the transactions contained in or contemplated
      by this note, whether in tort or contract or at law or in equity, shall be
      brought only in either the United States District Court for the District of
      Delaware or in a Delaware state court (each, a “Chosen Court”), and the Maker
      and the Holder each irrevocably (a) submits to the jurisdiction of the Chosen
      Courts (and of their appropriate appellate courts), (b) waives any objection
      to
      laying venue in any such action or proceeding in either Chosen Court, and (c)
      waives any objection that such Chosen Court is an inconvenient forum for the
      action or proceeding. FURTHER, EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS
      TO
      A TRIAL
      BY
      JURY IN ANY ACTION OR PROCEEDING ARISING OUT
      OF OR
      RELATED TO THIS NOTE OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED
      HEREBY.

    


    If
      any
      provision(s) hereof or the application thereof to any person or circumstance
      shall, to any extent, be held invalid or unenforceable, at the Holder's option,
      the remainder hereof, or the application of such provision(s) to persons or
      circumstances other than those as to which such provision(s) is (was) held
      invalid or unenforceable, shall not be affected thereby, and each provision
      hereof shall be valid and in force to the fullest extent permitted by
      law.

    


    This
      note
      shall be governed by and construed in accordance with the laws of the State
      of
      Delaware, to the maximum extent the parties may so lawfully agree.
      Notwithstanding any provision herein or in any instrument now or hereafter
      securing this note, the total liability for payments in the nature of interest
      shall not exceed the limits imposed by the usury laws of said State. The Maker
      acknowledges that the Maker: (i) has read the provisions of this note; (ii)
      has
      had the opportunity to consult legal counsel; (iii) understands the rights
      that
      the Maker is granting in this note; and (iv) has executed and delivered this
      note with the intent to be legally bound.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Nothing
      contained in this note shall be determined as conferring upon the Holder any
      rights as a member of the Maker.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXECUTED
      AS A SEALED INSTRUMENT, as of the day and year first above written.

     

    
      	
              WITNESS:

            	 	
              THIRD
                SECURITY STAFF 2001 LLC

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                
                

            	 	
              
              

            	   
	 
	 	 	
              By:

            	
              Randal
                J. Kirk

            	 
	 	 	
              Title:

            	
              Manager

            	 


    

    


    


    COMMONWEALTH
      OF VIRGINIA

    


    City
      of
      Radford   

    


    On
      this
      18th day of May, 2006, before me, the undersigned notary public, personally
      appeared Randal J. Kirk, in his capacity as Manager of Third Security Staff
      2001
      LLC, proved to me through satisfactory evidence of identification, which were
      ____________________________________, to be the person whose name is signed
      on
      the preceding or attached document, and acknowledged to me that he signed it
      voluntarily for its stated purpose.

    


    


    
      	 	
                
                

            
	 	
              NOTARY
                PUBLIC

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    SCHEDULE

    TO
      PROMISSORY NOTE

    DATED
      MAY
      18, 2006

    


    Compound
      Period: Quarterly

    


    Nominal
      Annual Rate: 5.000 %

    


    CASH
      FLOW
      DATA

    


    
      	 	 	 	 	 	 	 
	
               

            	
              Event

            	
              Date

            	
              Amount

            	
              Number

            	
              Period

            	
              End
                Date

            
	
              1

            	
              Loan

            	
              05/18/2006

            	
              2,000,000.00

            	
              1

            	 	 
	
              2

            	
              Payment

            	
              08/18/2006

            	
              333,333.33

            	
              6

            	
              Quarterly

            	
              11/18/2007

            
	
               

            	
              Fixed
                Principal (+Int.)

            	 	 	 	 	 


    

     

     

    AMORTIZATION
      SCHEDULE

    


    
      	
               

            	
              Date

            	
              Payment

            	
              Interest

            	
              Principal

            	
              Balance

            
	
              Loan

            	
              05/18/2006

            	
               

            	
               

            	
               

            	
              2,000,000.00

            
	
              1

            	
              08/18/2006

            	
              358,333.33

            	
              25,000.00

            	
              333,333.33

            	
              1,666,666.67

            
	
              2

            	
              11/18/2006

            	
              354,166.66

            	
              20,833.33

            	
              333,333.33

            	
              1,333,333.34

            
	
              2006
                Totals

            	
               

            	
              712,499.99

            	
              45,833.33

            	
              666,666.66

            	 
	
               

            	
               

            	 	 	 	 
	
              3

            	
              02/18/2007

            	
              350,000.00

            	
              16,666.67

            	
              333,333.33

            	
              1,000,000.01

            
	
              4

            	
              05/18/2007

            	
              345,833.33

            	
              12,500.00

            	
              333,333.33

            	
              666,666.68

            
	
              5

            	
              08/18/2007

            	
              341,666.66

            	
              8,333.33

            	
              333,333.33

            	
              333,333.35

            
	
              6

            	
              11/18/2007

            	
              337,500.00

            	
              4,166.65

            	
              333,333.35

            	
              0.00

            
	
              2007
                Totals

            	
               

            	
              1,374,999.99

            	
              41,666.65

            	
              1,333,333.34

            	 
	
               

            	
               

            	 	 	 	 
	
              Grand
                Totals

            	
               

            	
              2,087,499.98

            	
              87,499.98

            	
              2,000,000.00