EXHIBIT
      10.2

    


    Form
      of
      Promissory Note, dated November 21, 2007, issued by iDNA Cinema Holdings, Inc.
      in the stated principal amount of $4,250,000 and payable to the order of Silar
      Advisors, L.P.


    
      
        
        

      

      
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    PROMISSORY
      NOTE

     

    
      	
              $4,250,000

            	 
	
              November
                21, 2007

            	
              New
                York, New York

            


    

    


    FOR
      VALUE
      RECEIVED, iDNA
      CINEMAS HOLDINGS INC.,
      a
      Delaware corporation (the “Borrower”), hereby promises to pay to the order of
Silar
      Advisors, L.P.
      (the
“Lender”), at the principal office of the Lender at 333
      Seventh Avenue, 3rd
      Floor,
      New York, New York 10001,
      in
      lawful money of the United States, and in immediately available funds, the
      principal sum of Four
      Million, Two Hundred Fifty Thousand Dollars ($4,250,000)
      (or
      such lesser amount as shall equal the aggregate outstanding principal amount
      of
      the Loan made by the Lender to Borrower under the Loan Agreement (as defined
      below)), on the dates and in the principal amounts provided in the Loan
      Agreement, and to pay interest on the outstanding principal amount of such
      Loan,
      at such office, in like money and funds, for the period commencing on the date
      of such Loan until such Loan shall be paid in full, at the rate per annum and
      on
      the dates provided in the Loan Agreement.

     

    The
      date,
      amount and interest rate of such Loan, and each payment made on account of
      the
      principal thereof, shall be recorded by the Lender on its books and, prior
      to
      any transfer of this Note, endorsed by the Lender on a
      schedule
      attached hereto; provided, that the failure of the Lender to make any such
      recordation or endorsement shall not affect the obligations of Borrower to
      make
      a payment when due of any amount owing under the Loan Agreement or hereunder
      in
      respect of such Loan.

     

    This
      Note
      is the Note referred to in the Master Loan And Security Agreement, dated as
      of
November
      21, 2007
      (as amended, supplemented or otherwise modified in accordance with its terms
      and
      in effect from time to time, the “Loan Agreement”) among Borrower, the Lender,
      such other persons or entities as may be designated therein as “Lenders” and
      Silar Advisors, L.P. as administrative, payment and collateral agent for
itself,
      as a Lender and for the other Lenders,
      and
      evidences the Loan made by the Lender thereunder. Terms that are defined in
      the
      Loan Agreement and used (but not otherwise defined in this Note) have the
      respective meanings assigned to them in the Loan Agreement. 

     

    Borrower
      agrees to pay all the Lender’s reasonable costs of collection and enforcement
      (including reasonable attorneys’ fees and reasonable disbursements of Lender’s
      counsel) in respect of this Note when incurred, including, without limitation,
      reasonable attorneys’ fees through appellate proceedings.

     

    Notwithstanding
      the pledge of the Collateral, Borrower hereby acknowledges, admits and agrees
      that Borrower’s obligations under this Note are recourse obligations of Borrower
      to which Borrower pledges its full faith and credit.

     

    Borrower
      (a) waives diligence, presentment, protest and demand and also notice of
      protest, demand, dishonor and nonpayments of this Note, (b) expressly agree
      that
      this Note, or any payment hereunder, may be extended from time to time, and
      consent to the acceptance of further Collateral, the release of any Collateral
      for this Note, the release of any party primarily or secondarily liable hereon
      and (c) expressly agrees that it will not be necessary for the Lender, in order
      to enforce payment of this Note, to first institute or exhaust the Lender’s
      remedies against Borrower or any other party liable hereon or against any
      Collateral for this Note. No extension of time for the payment of this Note,
      or
      any installment hereof, made by agreement by the Lender with any person (other
      than Borrower) now or hereafter liable for the payment of this Note shall affect
      the liability of Borrower under this Note; provided,
      however,
      that
      the Lender and Borrower, by written agreement between them, may affect the
      liability of Borrower.


    
      
        
        

      

      
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    Any
      reference herein to the Lender shall be deemed to include and apply to every
      subsequent holder of this Note in accordance with the Loan Agreement. Reference
      is made to the Loan Agreement for provisions concerning optional and mandatory
      prepayments, Collateral, acceleration and other material terms affecting this
      Note.

     

    Any
      enforcement action relating to this Note may be brought by motion for summary
      judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil
      Practice Law and Rules. Borrower hereby submits to New York jurisdiction with
      respect to any action brought with respect to this Note and waives any right
      with respect to the doctrine of forum non conveniens with respect to such
      transactions.

     

    This
      Note
      shall be governed by and construed under the laws of the State of New York
      (without reference to choice of law doctrine, but with reference to Section
      5-1401 of the New York General Obligations Law, which by its terms applies
      to
      this Note) whose laws Borrower expressly elects to apply to this Note. Borrower
      agrees that any action or proceeding brought to enforce or arising out of this
      Note may be commenced in any federal or state court of competent jurisdiction
      located in the State of New York.

     

    
      	
              iDNA
                CINEMAS HOLDINGS INC.

            
	 
	
              By:

            	 
	
              Name:

            	
              Robert
                V. Cuddihy, Jr.

            
	
              Title:

            	
              Treasurer

            


    


    
      
        
        

      

      
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