Exhibit
10.2

    


    PROMISSORY
NOTE

    


    
      	
              $1,363,818.45

            	
              New
      York, New York

            
	 
      	
              May
      28, 2009

            


    

    


    For value
received, Counsel RB Capital LLC, a Delaware limited liability company (“Borrower”), promises to pay to
the order of Greystone & Co. Holdings LLC, a Delaware limited liability
company (“Lender”), the
principal amount of One Million Three Hundred Sixty Three Thousand Eight Hundred
and Eighteen and 54/100 Dollars (US$1,363,818.45), plus interest.

    


    1.           Interest.  Simple
interest on the unpaid principal balance will accrue at the rate of 6% per
annum, calculated on the basis of a 365-day year.

    


    2.           Maturity
Date.  All outstanding principal and all accrued interest will
be due and payable, if not sooner paid, on May 28, 2010.

    


    3.           Payments and
Prepayments.  All amounts payable by Borrower to Lender
hereunder will be paid to Lender at 152 W. 57th St.,
60th
Floor, New York, NY 10019 (or at such other address as Lender may from time to
time designate in writing) in immediately available funds.  Borrower
may prepay this Promissory Note in whole or in part at any time without
penalty.  Prepayments will be first applied to any and all accrued and
unpaid interest and then to principal.

    


    4.           Defaults.  Borrower
will be in default under this Promissory Note if any one or more of the
following events occur and is continuing (each, a “Default”):

    


    (a)           Borrower
fails to pay any amount of principal, interest, fees or other sums when due
under this Promissory Note;

    


    (b)           Borrower
becomes insolvent, or generally fails to pay, or is generally unable to pay, or
admits in writing its inability to pay, its debts as they become due or applies
for, consents to, or acquiesces in, the appointment of a trustee, receiver or
other custodian for Borrower, or a substantial part of its property, or makes a
general assignment for the benefit of its creditors;

    


    (c)           Borrower
commences any bankruptcy, reorganization, debt arrangement, or other case or
proceeding under any state or federal bankruptcy or insolvency law, or any
dissolution or liquidation proceeding;

    


    (d)           any
bankruptcy, reorganization, debt arrangement, or other case or proceeding under
any state or federal bankruptcy or insolvency law, or any dissolution or
liquidation proceeding, is involuntarily commenced against Borrower and remains
unstayed or undismissed for 60 days; or

    


    (e)           a
trustee, receiver, or other custodian is appointed for Borrower or a substantial
part of Borrower’s property.


    
      
         


      

      
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    5.           Default;
Remedies.  Upon Default the unpaid principal balance of this
Promissory Note and all accrued but unpaid interest will immediately be due and
payable in full at the applicable rate specified above to the date of default
and after that date at a “default rate” which shall be six (6) percentage points
higher than the rate specified above which would otherwise be applicable before
default, without protest, presentment, demand, or further notice of any kind to
Borrower, all of which are expressly waived by Borrower, and Lender may proceed
to protect and enforce its rights under this Promissory Note by exercising any
remedies as are available to Lender.

    


    6.           Miscellaneous.

    


    (a)           Time
is of the essence under this Promissory Note.  The rights, powers and
remedies of Lender provided in this Promissory Note are cumulative and
concurrent, may be pursued singly, successively, or together at the sole
discretion of Lender and may be exercised as often as occasion for their
exercise shall occur, and in no event shall the failure to exercise any such
right or remedy be construed as a waiver or release of
it.   Lender’s failure to exercise its option to accelerate the
indebtedness evidenced by this Promissory Note shall not constitute a waiver of
the right to exercise that option at any other time so long as that event of
default under this Promissory Note remains outstanding and uncured, or to
exercise it upon the occurrence of another default.  Lender shall not
be deemed, by any act of omission or commission, to have waived any of its
rights or remedies under this Promissory Note unless the waiver is in writing
and signed by Lender, and then only to the extent specifically set forth in the
writing.  A waiver on one event shall not be construed as continuing
or as a bar to or waiver of any right or remedy to a subsequent
event.

    


    (b)           Nothing
contained in this Promissory Note will be deemed to establish or require the
payment of a rate of interest in excess of the rate that may legally be charged
under applicable law (“Maximum
Rate”).  In the event that the payment of a rate of interest
exceeds the Maximum Rate, the rate of interest to be paid hereunder will be
automatically reduced to the Maximum Rate and so much of any interest reserved,
charged or taken as would cause the same to exceed the Maximum Rate will be
deemed automatically credited against outstanding principal evidenced
hereby.

    


    (c)           Borrower
shall promptly pay all costs and expenses, including reasonable attorneys’ fees,
which Lender incurs in connection with the enforcement of this Promissory Note
following any Default.  In such case Lender may
also recover all costs of suit and other expenses in connection with it,
together with interest or any judgment obtained by Lender at the default rate
(defined above) from and after the date of any execution, judicial or
foreclosure sale until actual payment is made to Lender of the full amount due
Lender.

    


    (d)           This
Promissory Note may be amended, modified or supplemented only by an agreement in
writing signed by Borrower and Lender.

    


    (e)           This
Promissory Note may not be assigned or transferred by Borrower by assignment,
operation of law, change of control or otherwise.   This
Promissory Note may be assigned or transferred by Lender by assignment,
operation of law, change of control or otherwise, provided that any assignee or
transferee will be subject to any set-off, claim, reduction or diminution of any
obligation, or defense of any kind or nature which Borrower has or may have
against Lender.


    
      
         


      

      
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    (f)           This
Promissory Note will be governed by and construed in accordance with the laws of
the State of New York, without regard to conflict of laws
principles.  Exclusive venue for any action arising out of or related
to this Promissory Note will be in state or federal court located in the County
of New York, New York, and each party consents to the jurisdiction of such
courts and waives any defense based on lack of personal jurisdiction or
inconvenient forum.

    


    (g)           BORROWER
IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT BE TRIED
BY JURY.  BORROWER KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO
DEMAND TRIAL BY JURY.

    


    
      
        	 
      	
                Counsel
      RB Capital LLC

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:
      Jonathan Reich

              
	 
      	
                Title:   Co-CEO

              


      

    


    
      
         


      

      
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