EXHIBIT 10.2


                THIS NOTE SHALL NOT BE TRANSFERABLE BY THE HOLDER
                   WITHOUT THE ISSUANCE OF A REPLACEMENT NOTE

                              TERM PROMISSORY NOTE

$1,000,000.00                                            Chicago, Illinois
                                                         March 26, 1997


         FOR VALUE  RECEIVED,  the  undersigned,  ARTRA  GROUP  Incorporated,  a
Pennsylvania corporation,  ("Borrower"),  HEREBY PROMISES TO PAY to the order of
STEPHALEX INTERNATIONAL,  INC. a foreign corporation ("Lender"),  at the address
of the Lender c/o Schnittman & Schnittman, P.O. Box 1019, Melville, NY 11747, or
at such other place as Lender may  designate  from time to time in  writing,  in
lawful money of the United States of America and in immediately available funds,
the principal  amount of ONE MILLION DOLLARS AND NO CENTS  ($1,000,000.00)  plus
interest, on the terms hereinafter provided.

         Borrower  promises to pay interest on the unpaid  principal  balance of
this Note, payable on the Maturity Date (as defined below), calculated at a rate
equal to twelve percent (12%) per annum.  Borrower promises to pay to the Lender
on May 26, 1997 (the "Maturity  Date"),  the entire unpaid principal  balance of
this Note plus all accrued and unpaid interest hereon.

         All  computations in interest shall be made by Lender on the basis of a
three  hundred  sixty (360) day year in each case for the actual  number of days
occurring in the period for which such interest is payable.

         Borrower may prepay the obligations under this Note in full or in part,
without penalty, during the term of this Note.

         If any payment on this Note becomes due and payable on a day other than
a Business Day, the maturity  thereof  shall be extended to the next  succeeding
Business Day and, with respect to payments of principal,  interest thereon shall
be  payable  at a per annum  rate  equal to twelve  percent  (12%)  during  such
extension.

         This Note may not be amended,  modified or changed nor shall any waiver
of any of the  provisions  hereof be effective,  except only by an instrument in
writing, signed by the party against whom enforcement of any waiver,  amendment,
change, modification or discharge is sought.

         The  provisions  of this  Note  shall be  binding  upon  Borrower,  its
successors  and  assigns,  and shall  inure to the  benefit of and extend to the
Lender and any holder hereof.

         Borrower  hereby waives  presentment  for payment,  notice of dishonor,
protest and notice of protest.

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         Each of the following shall  constitute an event of default  hereunder:
(a)  Borrower  shall fail to pay when due any  principal or interest due on this
Note,  and such failure  shall not be fully cured within ten (10)  business days
thereafter;  (b) an Event of Default  occurs  under that  certain  Stock  Pledge
Agreement,  dated as of the date hereof,  executed by Fill-Mor Holding,  Inc., a
wholly owned subsidiary of Borrower, in favor of Lender.

         Upon the occurrence of any Event of Default  described  hereunder,  the
holder or holders of the Note by written  notice to  Borrower,  may  declare the
unpaid principal amount of this Note to be, and the same shall forthwith become,
due and payable,  together with the interest accrued thereon, in respect of such
principal amount, without presentment, demand, protest, or other notice or other
requirements  of any  kind,  all of which  are  hereby  expressly  waived by the
Borrower  and  Borrower  shall  also  be  liable  for  all  reasonable  expenses
(including attorneys fees) incurred by Lender in the enforcement of the terms of
this Note.

         In no event  whatsoever  shall the amount of interest paid or agreed to
be paid to Lender  pursuant  to this Note  exceed  the  highest  lawful  rate of
interest   permissible   under  applicable  law.  If,  from  any   circumstances
whatsoever,  fulfillment  of any provision of this Note shall involve  exceeding
the lawful rate of interest  which a court of  competent  jurisdiction  may deem
applicable  hereto,  then ipso facto,  the  obligation to be fulfilled  shall be
reduced to the highest rate of interest permissible under such law and if Lender
shall receive, as interest,  an amount which would be deemed unlawful under such
applicable  law, such interest shall be applied to the principal  amount of this
Note  (whether or not due and payable),  and not to the payment of interest,  or
refunded to Borrower if the Note has been paid in full.

This  Note has been  delivered  at  Chicago,  Illinois  and  shall be  construed
according  to the laws of the  State  of  Illinois,  in which  State it shall be
performed  by the  Borrower.  The  Borrower  agrees  that all legal  actions  or
proceedings  in any  manner or  respect  arising  out of or related to this Note
shall be brought  and  litigated  only in courts  having  situs in Cook  County,
Illinois; and the Borrower hereby consents to and submits to the jurisdiction of
any local,  state or federal court located within Cook County,  and the Borrower
hereby waives any right the Borrower may have to transfer or change the venue of
any such legal action or proceeding.

         The  Borrower  waives  irrevocably  the right to a trial by jury in any
action or  proceeding  to enforce or defend any rights  under this Note or under
any amendment,  instrument,  document or agreement delivered or which may in the
future be delivered in connection  herewith,  and agrees that any such action or
proceeding shall be tried before a court and not before a jury.




                                       ARTRA GROUP Incorporated

 




                                       By:      ______________________________
                                       Title:   ______________________________



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