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Exhibit 10.2

SECURED TERM NOTE

FOR VALUE RECEIVED, RPM Technologies, Inc., a Delaware corporation (the
"Company"), promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate
Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "Holder") or its
registered assigns or successors in interest, the sum of Seven Hundred Ten
Thousand Dollars ($710,000.00), together with any accrued and unpaid interest
hereon, on June 19, 2009 (the "Maturity Date") if not sooner paid.

Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the date hereof by and between the Company and the Holder (as amended, modified
and/or supplemented from time to time, the "Purchase Agreement").

The following terms shall apply to this Secured Term Note (this "Note"):

ARTICLE I

CONTRACT RATE AND AMORTIZATION

1.1     Contract Rate.  Subject to Sections 3.2 and 4.9, interest payable on the
outstanding principal amount of this Note (the "Principal Amount") shall accrue
at a rate per annum equal to the "prime rate" published in The Wall Street
Journal from time to time (the "Prime Rate"), plus three percent (3.0%) (the
"Contract Rate").  The Contract Rate shall be increased or decreased as the case
may be for each increase or decrease in the Prime Rate in an amount equal to
such increase or decrease in the Prime Rate; each change to be effective as of
the day of the change in the Prime Rate.  Interest shall be (a) calculated on
the basis of a 360 day year, and (b) payable monthly, in arrears, commencing on
July 13, 2007, on the first business day of each consecutive calendar month
thereafter through and including the Maturity Date, and on the Maturity Date,
whether by acceleration or otherwise.

1.2     Contract Rate Payments.  The Contract Rate shall be calculated on the
last business day of each calendar month hereafter (other than for increases or
decreases in the Prime Rate which shall be calculated and become effective in
accordance with the terms of Section 1.1) until the Maturity Date.

1.3     Principal Payments.  Amortizing payments of the Principal Amount shall
be made by the Company on June 1, 2008 and on the first business day of each
succeeding month thereafter through and including the Maturity Date (each, an
"Amortization Date").  Commencing on the first Amortization Date, the Company
shall make monthly payments to the Holder on each Amortization Date, each such
payment in the amount of Fifty-Nine Thousand One Hundred Sixty-Six Dollars and
Sixty-Seven Cents ($59,166.67) together with any accrued and unpaid interest on
such portion of the Principal Amount plus any and all other unpaid amounts which
are then owing under this Note, the Purchase Agreement and/or any other Related
Agreement (collectively, the "Monthly Amount").  Any outstanding Principal
Amount together with any accrued and unpaid interest and any and all other
unpaid amounts which are then owing by the Company to the Holder under this
Note, the Purchase Agreement and/or any other Related Agreement shall be due and
payable on the Maturity Date.

ARTICLE II

PREPAYMENT

2.1     Optional Prepayment.  The Company may, at any time and from time to time
without premium or penalty, prepay all or any portion of the outstanding
principal amount of this Note. All prepayments shall be applied first to accrued
but unpaid interest, to any other amounts owing under this Note and then to the
principal balance outstanding.

ARTICLE III

EVENTS OF DEFAULT

3.1     Events of Default.  The occurrence of any of the following events set
forth in this Section 3.1 shall constitute an event of default ("Event of
Default") hereunder:

(a)     Failure to Pay.  The Company fails to pay when due any installment of
principal, interest or other fees hereon in accordance herewith or the Company
fails to pay any other of the Obligations (under and as defined in the Master
Security Agreement) when due, and, in any such case, such failure shall continue
for a period of three (3) business days following the date upon which any such
payment was due.

(b)     Breach of Covenant.  The Company or any of its Subsidiaries breaches any
covenant or any other material term or condition of this Note in any material
respect and such breach, if subject to cure, continues for a period of fifteen
(15) days after the occurrence thereof.

(c)     Breach of Representations and Warranties.  Any representation, warranty
or statement made or furnished by the Company or any of its Subsidiaries in this
Note, the Purchase Agreement, any other Related Agreement, the Securities
Purchase Agreement dated as of June 19, 2006 by and between the Company and the
Holder (the "June Agreement") or any "Related Agreement" as defined in the June
Agreement (the "June Related Agreements") shall at any time be false or
misleading in any material respect on the date as of which made or deemed made.

(d)     Default Under Other Agreements.  The occurrence of any  default (or
similar term) in the observance or performance of any other agreement or
condition relating to any indebtedness or contingent obligation of an amount in
excess of $100,000 of the Company or any of its Subsidiaries (not including the
Junior Liabilities as defined in that certain Subordination Agreement dated as
of June 19, 2006 by and among Randy Zych, Charles Foerg and Holder) beyond the
period of grace (if any), the effect of which default is to cause, or permit the
holder or holders of such indebtedness or beneficiary or beneficiaries of such
contingent obligation to cause, such indebtedness to become due prior to its
stated maturity or such contingent obligation to become payable;

(e)     Material Adverse Effect.  Any change or the occurrence of any event
which could reasonably be expected to have a Material Adverse Effect;

(f)     Bankruptcy.  The Company or any of its Subsidiaries shall (i) apply for,
consent to or suffer to exist the appointment of, or the taking of possession
by, a receiver, custodian, trustee or liquidator of itself or of all or a
substantial part of its property, (ii) make a general assignment for the benefit
of creditors, (iii) commence a voluntary case under the federal bankruptcy laws
(as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent,
(v) file a petition seeking to take advantage of any other law providing for the
relief of debtors, (vi) acquiesce to, without challenge within twenty (20) days
of the filing thereof, or failure to have dismissed, within sixty (60) days, any
petition filed against it in any involuntary case under such bankruptcy laws, or
(vii) take any action for the purpose of effecting any of the foregoing;

(g)     Judgments.  Attachments or levies in excess of $100,000 in the aggregate
are made upon the Company or any of its Subsidiary's assets or a judgment is
rendered against the Company's property involving a liability of more than
$100,000 which shall not have been vacated, discharged, stayed or bonded within
thirty (30) days from the entry thereof;

(h)     Insolvency.  The Company or any of its Subsidiaries shall admit in
writing its inability, or be generally unable, to pay its debts as they become
due or cease operations of its present business;

(i)     Change of Control.  A Change of Control (as defined below) shall occur
with respect to the Company, unless Holder shall have expressly consented to
such Change of Control in writing.  A "Change of Control" shall mean any event
or circumstance as a result of which (i) any "Person" or "group" (as such terms
are defined in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the
date hereof), other than the Holder, is or becomes the "beneficial owner" (as
defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
indirectly, of 50% or more on a fully diluted basis of the then outstanding
voting equity interest of the Company, (ii) the Board of Directors of the
Company shall cease to consist of a majority of the Company's board of directors
on the date hereof (or directors appointed by a majority of the board of
directors in effect immediately prior to such appointment) or (iii) the Company
or any of its Subsidiaries merges or consolidates with, or sells all or
substantially all of its assets to, any other person or entity;

(j)     Indictment; Proceedings.  The indictment or threatened indictment of the
Company or any of its Subsidiaries or any executive officer of the Company or
any of its Subsidiaries under any criminal statute, or commencement or
threatened commencement of criminal or civil proceeding against the Company or
any of its Subsidiaries or any executive officer of the Company or any of its
Subsidiaries pursuant to which statute or proceeding penalties or remedies
sought or available include forfeiture of any of the property of the Company or
any of its Subsidiaries;

(k)     The Purchase Agreement and Related Agreements.  (i) the Company or any
of its Subsidiaries shall breach any material term or provision of the Purchase
Agreement, the June Agreement, any other Related Agreement or any other June
Related Agreement in any material respect and such breach, if capable of cure,
continues unremedied for a period of fifteen (15) days after  the occurrence
thereof, (iii) the Company or any of its Subsidiaries attempts to terminate,
challenges the validity of, or its liability under, the Purchase Agreement, the
June Agreement, any Related Agreement or any June Related Agreements, (iv) any
proceeding shall be brought to challenge the validity, binding effect of the
Purchase Agreement, the June Agreement, any Related Agreement or any June
Related Agreements, or (v) the Purchase Agreement, the June Agreement, any
Related Agreement or any June Related Agreements, ceases to be a valid, binding
and enforceable obligation of the Company or any of its Subsidiaries (to the
extent such persons or entities are a party thereto);

(l)     Stop Trade.  An SEC stop trade order or Principal Market trading
suspension of the Common Stock shall be in effect for five (5) consecutive days
or five (5) days during a period of ten (10) consecutive days, excluding in all
cases a suspension of all trading on a Principal Market, provided that the
Company shall not have been able to cure such trading suspension within thirty
(30) days of the notice thereof or list the Common Stock on another Principal
Market within sixty (60) days of such notice; or

(m)     Failure to Deliver Common Stock or Replacement Note.  The Company's
failure to deliver Common Stock to the Holder pursuant to and in the form
required by the Purchase Agreement and, if such failure to deliver Common Stock
shall not be cured within three (3) business days or the Company is required to
issue a replacement Note to the Holder and the Company shall fail to deliver
such replacement Note within seven (7) business days.

3.2     Default Interest.  Following the occurrence and during the continuance
of an Event of Default, the Company shall pay additional interest on this Note
in an amount equal to two percent (2%) per month, and all outstanding
obligations under this Note, the Purchase Agreement and each other Related
Agreement, including unpaid interest, shall continue to accrue interest at such
additional interest rate from the date of such Event of Default until the date
such Event of Default is cured or waived.

3.3     Default Payment.  Following the occurrence and during the continuance of
an Event of Default, the Holder, at its option, may demand repayment in full of
all obligations and liabilities owing by Company to the Holder under this Note,
the Purchase Agreement and/or any other Related Agreement and/or may elect, in
addition to all rights and remedies of the Holder under the Purchase Agreement
and the other Related Agreements and all obligations and liabilities of the
Company under the Purchase Agreement and the other Related Agreements, to
require the Company to make a Default Payment ("Default Payment").  The Default
Payment shall be one hundred ten percent (110%) of the outstanding principal
amount of the Note, plus accrued but unpaid interest, all other fees then
remaining unpaid, and all other amounts payable hereunder.  The Default Payment
shall be applied first to any fees due and payable to the Holder pursuant to
this Note, the Purchase Agreement, and/or the other Related Agreements, then to
accrued and unpaid interest due on this Note and then to the outstanding
principal balance of this Note.  The Default Payment shall be due and payable
immediately on the date that the Holder has exercised its rights pursuant to
this Section 3.3.

ARTICLE IV

MISCELLANEOUS

4.1     Cumulative Remedies.  The remedies under this Note shall be cumulative.

4.2     Failure or Indulgence Not Waiver.  No failure or delay on the part of
the Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.  All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

4.3     Notices.  Any notice herein required or permitted to be given shall be
in writing and shall be deemed effectively given: (a) upon personal delivery to
the party notified, (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day,
(c) five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All communications shall be sent to the
Company at the address provided in the Purchase Agreement executed in connection
herewith, and to the Holder at the address provided in the Purchase Agreement
for such Holder, with a copy to John E. Tucker, Esq., 335 Madison Avenue, 10th
Floor, New York, New York 10017, facsimile number (212) 541-4410, or at such
other address as the Company or the Holder may designate by ten days advance
written notice to the other parties hereto.

4.4     Amendment Provision.  The term "Note" and all references thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented, and any successor instrument as such successor instrument may be
amended or supplemented.

4.5     Assignability.  This Note shall be binding upon the Company and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase Agreement.  The Company may not assign any of its
obligations under this Note without the prior written consent of the Holder, any
such purported assignment without such consent being null and void.

4.6     Cost of Collection.  In case of any Event of Default under this Note,
the Company shall pay the Holder reasonable costs of collection, including
reasonable attorneys' fees.

4.7     Governing Law, Jurisdiction and Waiver of Jury Trial.

(a)     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

(b)     THE COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY,
ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR
ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED
TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT THE COMPANY
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER
PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION
REASONABLY NECESSARY TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR
ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE HOLDER.  THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  THE COMPANY
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY'S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.

(c)     THE COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING
SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY HERETO WAIVES
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE
HOLDER AND THE COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY
OTHER RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

4.8     Severability.  In the event that any provision of this Note is invalid
or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law.  Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of this
Note.

4.9     Maximum Payments.  Nothing contained herein shall be deemed to establish
or require the payment of a rate of interest or other charges in excess of the
maximum permitted by applicable law.  In the event that the rate of interest
required to be paid or other charges hereunder exceed the maximum rate permitted
by such law, any payments in excess of such maximum rate shall be credited
against amounts owed by the Company to the Holder and thus refunded to the
Company.

4.10    Security Interest.  The Holder has been granted a security interest in
certain assets of the Company  as more fully described in the Master Security
Agreement.

4.11    Construction.  Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

4.12    Registered Obligation. This Note is intended to be a registered
obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)
and the Company (or its agent) shall register this Note (and thereafter shall
maintain such registration) as to both principal and any stated interest.
Notwithstanding any document, instrument or agreement relating to this Note to
the contrary, transfer of this Note (or the right to any payments of principal
or stated interest thereunder) may only be effected by (a) surrender of this
Note and either the reissuance by the Company of this Note to the new holder or
the issuance by the Company of a new instrument to the new holder, or (b)
transfer through a book entry system maintained by the Company (or its agent),
within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

[Signature appears on the following page.]

IN WITNESS WHEREOF, the Company has caused this Secured Term Note to be signed
in its name effective as of this 13th day of  July, 2007.

RPM TECHNOLOGIES, INC.

By: /s/ RANDY ZYCH
-------------------
Name: Randy Zych
Title: CEO

WITNESS:

/s/ DANA OLSON
-------------------
Dana Olson