Exhibit
      10.2

    


    TERM
      LOAN NOTE

     

    
      	 	
              Note
                # 001

            
	
              U.S.
                $350,000

            	
              Dated
                as of: October 31, 2006

            


    

    


    FOR
      VALUE RECEIVED,
      Acies,
      Inc. ("Maker"),
      unconditionally promises to pay to RBL Capital Group, LLC, a New York limited
      liability company (together with its successors and assigns, "Payee"),
      having a place of business at 16w281 83rd,
      Burr
      Ridge, IL 60527 or at such other place as the holder of this Term Loan Note
      ("Note")
      may
      hereafter direct in writing, the principal sum of $350,000.00, as provided
      in
      that certain Loan and Security Agreement, dated of even date herewith, between
      Maker and Payee (the "Loan
      Agreement"
      --
      initially capitalized terms used but not defined herein shall have the meaning
      ascribed thereto in the Loan Agreement). The obligations are secured by the
      Collateral as set forth in the Loan Agreement.

    


    From
      and
      after the date of this Note until the Term Loan Maturity Date, the principal
      balance of this Note outstanding from time to time shall bear interest at the
      rate set forth in the Loan Agreement and thereafter at the Default Rate. Term
      Loan Installments shall commence and be due and payable on November 30th, 2006,
      and thereafter on the 26th day of each successive calendar month for the
      succeeding seventeen (17) months (unless prepaid by Maker or unless Maker shall,
      pursuant to the terms of the Loan Agreement, become obligated to make
      Accelerated Term Loan Installments, which shall reduce the term of this Note).
      All payments shall be applied as set forth in the Loan Agreement.

    


    In
      the
      event any of the Installments or other payment required to be made under this
      Note is not received by or on behalf of Payee in full within ten (10) days
      after
      the due date thereof, and the same subsequently is received and accepted by
      or
      on behalf of Payee, Maker shall pay on demand a late charge in the amount of
      five percent (5%) of the amount of the delinquent payment.

    


    In
      the
      event of the occurrence of an Event of Default (as defined in the Loan
      Agreement), the entire unpaid balance of principal and interest of this Note
      shall become due and payable immediately, without notice or demand, at the
      election of the holder of this Note, provided that the holder of this Note
      shall
      endeavor (but is not required) to provide notice to Maker of any such
      acceleration. Maker waives demand, presentment for payment, protest, notice
      of
      protest and notice of nonpayment or dishonor of this Note. Maker shall not
      have
      any right to prepay this note except as expressly provided in the Loan
      Agreement.

    


    All
      amounts payable under this Note shall be payable with all collection costs
      and
      attorneys' fees to the extent set forth in the Loan Agreement. This Note shall
      be governed by, and construed in accordance with, the laws of the State of
      New
      York without regard to principles of conflicts of laws. TO THE FULLEST EXTENT
      PERMITTED BY LAW, DEBTOR, AFTER CONSULTING WITH COUNSEL OR HAVING HAD THE
      OPPORTUNITY TO DO SO, HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION
      WITH THIS NOTE.

    
      


      
        	 	 	 
	 	Acies,
                Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	Printed:  	
                
 
	 	Its: