EXHIBIT 10.2

THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY  STATE  SECURITIES  LAWS.  THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THIS NOTE  UNDER  SAID ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS OR AN
OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO ADAL  GROUP,  INC.  THAT SUCH
REGISTRATION IS NOT REQUIRED.

                                SECURED TERM NOTE
                                -----------------

      FOR  VALUE  RECEIVED,  ADAL  GROUP,  INC.,  a  Delaware  corporation  (the
"Company"),  hereby  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 Five  Hundred
Thousand  Dollars  ($500,000),  together  with any accrued  and unpaid  interest
hereon, on May 21, 2006 (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 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
                             INTEREST & AMORTIZATION

      1.1  Contract  Rate.  Subject to Sections  2.2,  and 3.9 hereof,  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%) (the  "Contract  Rate").  The Prime 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  Pate;  each  change  to be
effective as of the day of the change in the Prime Rate. The Contract Rate shall
not be less than eight percent (8%).  Interest  shall be calculated on the basis
of a 360 day year.  Interest  shall accrue but not be payable  during the period
commencing  on the date hereof and ending on November 30, 2005.  Interest on the
Principal Amount shall be payable monthly, in arrears, commencing on December 1,
2005 and on the first business day of each consecutive calendar month thereafter
(each, a "Repayment Date") and on the Maturity Date,  whether by acceleration or
otherwise.

      1.2 Optional  Redemption of Principal Amount.  The Company may prepay this
Note by paying to the Holder a sum of money  equal to the  Applicable  Principal
Amount (as defined below), together with accrued but unpaid interest thereon and
any and all other sums due,  accrued or payable to the Holder arising under this
Note, the Purchase Agreement and/or any other Related Agreement (the "Redemption
Amount") on the Redemption  Payment Date (as defined  below).  The Company shall
deliver  to  the  Holder  a  written  notice  of  redemption   (the  "Notice  of
Redemption")  specifying the date for such Optional  Redemption (the "Redemption
Payment Date"),  which date shall be not less than three (3) business days after
the  date  of  the  Notice  of  Redemption  (the  "Redemption  Period").  On the
Redemption  Payment Date, the  Redemption  Amount shall be paid in good funds to
the Holder.  In the event the Company fails to pay the Redemption  Amount on the
Redemption Payment Date as set forth herein, then such Notice of Redemption will
be null and void.  For purposes of this Section 1.2, the  "Applicable  Principal
Amount" shall mean One Hundred percent (100%) of the original  Principal  Amount
of the Note.

<PAGE>

                                   ARTICLE II
                                EVENTS OF DEFAULT

      2.1 Events of Default.  The occurrence of any of the following  events set
forth in this  Section  2.1 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 of the other  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) 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  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 or any other Related Agreement
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 the Company
or any of its  Subsidiaries  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
ten (10) days of the filing thereof, or failure to have dismissed, within thirty
(30) 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;


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<PAGE>

            (g)  Judgments.  Attachments  or levies in excess of $200,000 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  $200,000  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 in 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 35% 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 Board of  Directors  of the
Company on the date hereof (or directors appointed by a majority of the Board of
Directors of the Company 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 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 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; or

            (k) The Purchase Agreement,  Related Agreements,  the June 2005 Term
Note, the June 2005 Purchase Agreement and the June 2005 Related Agreements. (i)
An Event of Default  shall occur under and as defined in any of (a) that certain
Secured Convertible Term Note, dated June 29, 2005, issued by the Company to the
Holder (as amended,  modified or supplemented  from time to time, the "June 2005
Term Note"), (b) that certain Purchase Agreement referred to in, and defined in,
the June 2005 Term Note (as amended, modified or supplemented from time to time,
the "June 2005 Purchase Agreement") or (c) any Related Agreement referred to in,
and defined in, the June 2005 Purchase Agreement (as each are amended,  modified
or  supplemented  from  time to  time,  collectively,  the  "June  2005  Related
Agreements" and each individually,  a "June 2005 Related  Agreement"),  (ii) the
Company or any of its  Subsidiaries  shall  breach any term or  provision of the
Purchase  Agreement or any other 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 or any Related  Agreement,  (iv) any  proceeding
shall be brought to  challenge  the  validity,  binding  effect of the  Purchase
Agreement or any Related Agreement or (v) the Purchase  Agreement or any Related
Agreement  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).


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<PAGE>

      2.2 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 three  percent  (3.0%)  per  annum,  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.

      2.3 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 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 2.3.

                                  ARTICLE III
                                  MISCELLANEOUS

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

      3.2 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.

      3.3 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 days after having been sent by  registered  or certified  mail,  return
receipt  requested,  postage  prepaid,  or (d)  one  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.,  825 Third Avenue,  14th
Floor,  New York, New York 10022,  facsimile  number (212) 541-4434,  or at such
other  address as the Company or the Holder may  designate  by ten days  advance
written notice to the other parties hereto.


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<PAGE>

      3.4 Amendment  Provision.  The term "Note" and all reference  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  issued  pursuant  to Section  3.5
hereof, as it may be amended or supplemented.

      3.5  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.  This Note shall not be assigned by the
Company without the prior written consent of the Holder.

      3.6 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.

      3.7 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
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 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.


                                       5
<PAGE>

            (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.

      3.8 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.

      3.9  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
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Company to the Holder  and thus  refunded  to the
Company.

      3.10  Security  Interest  and  Guarantee.  The Holder  has been  granted a
security  interest (i) in certain assets of the Company and its  Subsidiaries as
more fully described in the Master Security Agreement dated as of June 29, 2005,
as  amended,  modified  and/or  supplemented  from time to time,  which has been
reaffirmed  and  ratified  pursuant  to the  Reaffirmation  Agreement  and  (ii)
pursuant to certain Foreign Documentation,  as defined in the June 2005 Purchase
Agreement,  as amended,  modified  and/or  supplemented  from time to time.  The
obligations   of  the  Company  under  this  Note  are   guaranteed  by  certain
Subsidiaries  of the  Company  pursuant  to certain  Foreign  Documentation,  as
amended, modified and/or supplemented from time to time.

      3.11  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.

      3.12 Cost of  Collection.  If default is made in the payment of this Note,
the  Company  shall  pay to Holder  reasonable  costs of  collection,  including
reasonable attorney's fees.


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<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this Note to be signed in its
name effective as of this 21st day of November, 2005.

                                ADAL GROUP, INC.


                                By: /s/ Nicholas Shrager
                                    Name:  Nicholas Shrager
                                    Title: Chief Executive Officer and President

WITNESS:


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