Exhibit 10.2


REVOLVING CREDIT NOTE


	
  $100,000

  	
   

  	
  July 13, 2007

  



 


FOR
VALUE RECEIVED and intending to be legally bound, the undersigned, GEM SOLUTIONS, INC., a Delaware corporation, (“Borrower”),
promises to pay on the Maturity Date, in lawful money of the United States of
America, to the order  FEQ GAS, LLC,  a Delaware
limited liability company  (“Lender”),
at 111 Presidential Blvd., Suite 158, Bala Cynwyd, Pa. 19004, the maximum
aggregate principal sum of One Hundred Thousand Dollars ($100,000) or such
lesser sum which represents the principal balance outstanding as advances
pursuant to the provisions of that certain Loan and Security Agreement dated
the date hereof, between Borrower and Lender (as it may be supplemented,
restated, superseded, amended or replaced from time to time, “Loan Agreement”).  The outstanding principal balance hereunder
shall be payable in accordance with the terms of the Loan Agreement.  The actual amount due and owing from time to
time hereunder shall be evidenced by Lender’s records of receipts and
disbursements with respect to the Revolving Credit, which shall be conclusive
evidence of the amount.  All capitalized
terms used herein without further definition shall have the respective meanings
ascribed thereto in the Loan Agreement.


Borrower
further agrees to pay interest on the outstanding principal balance hereunder
from time to time at the per annum rate set forth in the Loan Agreement.  Interest shall be calculated on the basis of
a year of 365 days and charged for the actual number of days elapsed, and shall
be due and payable as set forth in the Loan Agreement.


This
Revolving Credit Note is that certain “Note” referred to in the Loan Agreement.


If
an Event of Default occurs and is continuing under the Loan Agreement, the
unpaid principal balance of this Revolving Credit Note along with all accrued
and unpaid interest and unpaid Expenses shall become, or may be declared,
immediately due and payable as provided in the Loan Agreement.  The obligations evidenced by this Revolving
Credit Note are secured by the Collateral.


This
Revolving Credit Note may be prepaid at any time in whole or in part.


Borrower
hereby waives protest, demand, notice of nonpayment and all other notices in
connection with the delivery, acceptance, performance or enforcement of this
Revolving Credit Note.













This
Revolving Credit Note shall be governed by and construed in accordance with the
substantive laws of the State of Delaware. 
The provisions of this Revolving Credit Note are to be deemed severable
and the invalidity or unenforceability of any provision shall not affect or
impair the remaining provisions of this Revolving Credit Note which shall
continue in full force and effect.  No
modification hereof shall be binding or enforceable against Lender unless
approved in writing by Lender.


IN
WITNESS WHEREOF, and intending to be legally bound hereby, Borrower has
executed these presents the day and year first above written.


	
  

  	
   

  	
  GEM SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ John E.
  Baker

  
	
   

  	
   

  	
  Name:

  	
   /s/ John E. Baker

  
	
   

  	
   

  	
  Title:

  	
   C.E.O.

  
						



 



 2