Exhibit 10.2



THE  SECURITY  REPRESENTED  BY THIS  NOTE  HAS NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. ANY
TRANSFER OF SUCH SECURITY WILL BE INVALID UNLESS A REGISTRATION  STATEMENT UNDER
THE ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH  TRANSFER OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

                                 PHS Group Inc.

                             Secured Promissory Note

Note No.2007-03
$3,945,833.34                                                     April 5, 2007

FOR  VALUE  RECEIVED,  subject  to the  terms  and  conditions  of this  Secured
Promissory Note (the "Secured Note"), PHS GROUP INC., a Pennsylvania corporation
with its principal  offices  located at 223 Underhill Blvd,  Syosset,  New York,
11971 (the "Borrower"),  hereby promises to pay to the order of LLOYD I. MILLER,
III (the  "Holder")  with his  principal  office  located at 4550 Gordon  Drive,
Naples,  Florida,  34102, the principal sum of $3,945,833.34 on January 15, 2012
or,  if such  day is not a  regular  Business  Day,  on the  next  Business  Day
thereafter,  with all accrued but unpaid  interest (as  provided  below) to such
date (the "Maturity Date").  Subject to the terms and conditions of this Secured
Note,  the Borrower also promises to pay to the Holder  interest  accrued on the
outstanding  unpaid  principal amount hereof until such principal amount is paid
at the rate of 11.75% per  annum,  from the date  hereof.  Said  interest  shall
become due  quarterly  in  arrears  and shall be payable on the last day of each
calendar  quarter  (each,  an  "Interest   Payment  Date")  in  respect  of  the
immediately  preceding  completed  calendar quarter.  The first Interest Payment
Date  will be June 30,  2007.  Principal  will be  amortized  over ten years and
payable,  as set forth on Schedule A, in equal monthly  installments on the last
day of each month  beginning on April 30,  2007,  with the balance to be paid in
full on the Maturity Date. In the event any payment is not timely paid when due,
interest  shall  accrue on such late  payment  at a per annum  rate of  eighteen
percent  (18%)  from  and  including  the  date of  such  late  payment  to (but
excluding)  the date  such  late  payment  is paid in  full.  All  payments  due
hereunder (whether of principal or interest) shall be payable in lawful money of
the United States in immediately available funds.

This  Secured Note is one of the Secured  Notes issued  pursuant to that certain
Securities Purchase  Agreement,  originally dated as of January 19, 2007, by and
among the Borrower,  the Parent  Company and the purchasers  named  therein,  as
amended by that certain First Amendment to the Securities Purchase Agreement, as
of the date  hereof,  by and among the  Borrower,  the  Parent  Company  and the
purchasers  named  therein,  and as  may be  further  amended,  supplemented  or
otherwise modified from time to time (the "Securities  Purchase  Agreement") and
shall be  entitled  to the  benefits  thereof.  The  Holder  has been  granted a
security interest in certain assets of the Borrower, the Parent Company, and its
Subsidiaries  as more  fully  described  in that  certain  Security,  Pledge and
Guaranty  Agreement  originally  dated as of January 19, 2007, and as amended by
the  parties  thereto  on the  date  hereof,  and as  may  be  further  amended,
supplemented or otherwise modified from time to time (the "Security Agreement").
The  obligations  of the  Borrower  under  this  Secured  Note  have  also  been
guaranteed by certain  Subsidiaries of the Parent Company pursuant to and as set
forth  in the  Security  Agreement.  The  Holder  of this  Secured  Note is also
entitled  to  the  rights  and  benefits   granted   pursuant  to  that  certain
Subordination  and Intercreditor  Agreement,  originally dated as of January 19,
2007,  by and among the  Borrower,  the  Parent  Company,  certain  Subsidiaries
thereto, Laurus Master Fund, Ltd., the Holder and Milfam I L.P., and as modified
by the  parties  thereto  on the date  hereof,  and as may be  further  amended,
supplemented  or  otherwise  modified  from  time  to time  (the  "Subordination
Agreement").


<PAGE>

1. Definitions. Unless the context otherwise requires, the following terms shall
have the following
respective meanings:

     "Borrower" has the meaning  ascribed to such term in the first paragraph of
this Secured Note.

     "Business Day" means any day of the week other than Saturday, Sunday or any
other  day of the  week on which  commercial  banks  in New  York,  New York are
authorized or required by law to close.

     "Event of Default" has the meaning ascribed to such term in Section 4(a) of
this Secured Note.

     "Holder"  has the meaning  ascribed to such term in the first  paragraph of
this Secured Note.

     "Maturity  Date"  has  the  meaning  ascribed  to such  term  in the  first
paragraph of this Secured Note.

     "Secured Note" has the meaning ascribed to such term in the first paragraph
of this instrument.

     "Security  Agreement"  has the meaning  ascribed to such term in the second
paragraph of this Secured Note.

     "Securities  Purchase  Agreement" has the meaning  ascribed to such term in
the second paragraph of this Secured Note.

     "Subsidiaries"  has the  meaning  ascribed  to such term in the  Securities
Purchase Agreement.


<PAGE>

2.  Accounting  Terms.  All accounting  terms not  specifically  defined in this
Secured Note shall be  construed  in  accordance  with United  States  generally
accepted accounting principles and, if applicable, consistent with those applied
in the preparation of the financial statements of the Borrower.

3. Prepayment.  The Secured Note may be paid prior to the Maturity Date provided
that prior to such  repayment  the  Borrower  provides  the Holder with five (5)
Business Days' advance written notice.

4. Events of Default.

     (a) Events Constituting An Event of Default. Any of the events set forth in
Section 1.11 of the Security Purchase  Agreement,  which section is incorporated
herein by reference,  shall  constitute an "Event of Default" under this Secured
Note.

     (b) Consequences of an Event of Default. Upon the occurrence of an Event of
Default or at any time  thereafter,  the Holder may, by notice to the  Borrower,
declare the entire unpaid  principal  amount of the Secured  Note,  all interest
accrued and unpaid thereon and all other amounts payable under this Secured Note
to be forthwith due and payable,  whereupon  the Secured Note,  all such accrued
interest  and all such  amounts  will  become and be  forthwith  due and payable
(unless there will have  occurred an Event of Default  under Section  1.11(i) of
the  Securities  Purchase  Agreement,  in  which  case  all  such  amounts  will
automatically become due and payable) without offset or counterclaim of any kind
and without  presentment,  demand,  protest or further  notice of any kind,  and
without regard to the running of the statute of limitations, all of which are by
this Secured Note expressly waived by the Borrower.

5. General Matters.

     (a)  Applicable  Law.  This  Secured Note shall be governed by the internal
laws (and not the law of conflicts) of the State of New York.

     (b) Fees and  Expenses.  In the event that any suit or action is instituted
to enforce any provision  under this Secured Note, the prevailing  party in such
dispute  shall be entitled to recover from the losing party all fees,  costs and
expenses of enforcing any right of such  prevailing  party under or with respect
to this Secured Note,  including  without  limitation,  such reasonable fees and
expenses of attorneys and accountants,  which shall include, without limitation,
all fees,  costs and expenses of appeals.  Notwithstanding  the  foregoing,  the
Borrower  agrees  to pay and hold  Holder  harmless  against  liability  for the
payment  of the  reasonable  fees and  expenses  of Holder  (including,  without
limitation,  reasonable  attorneys' fees and expenses and out of pocket expenses
of Holder  and its  representatives,  including,  without  limitation,  fees and
expenses for travel,  background investigations and outside consultants) arising
in connection with any refinancing or restructuring  of the credit  arrangements
provided  under this Secured  Note in the nature of a "work-out'  or pursuant to
any insolvency or bankruptcy  proceedings.  If default is made in the payment of
this Secured  Note,  the  Borrower  shall pay to Holder's  costs of  collection,
including reasonable attorney's fees.

<PAGE>

     (c) Amendment or Waiver. Any term of this Secured Note may be amended,  and
the observance of any term of this Secured Note may be waived (either  generally
or in a particular  instance and either  retroactively or prospectively) only by
the written consent of the Holder.

     (d)  Headings.  The  headings  in this  Secured  Note are for  purposes  of
convenience  of reference  only, and shall not be deemed to constitute a part of
this Secured Note.

     (e) Notices.  All  notices,  requests,  consents  and other  communications
required  or  permitted  hereunder  shall be in writing  (including  telecopy or
similar  writing) and shall be sent to the address of the party set forth in the
Securities  Purchase   Agreement.   Any  notice,   request,   consent  or  other
communication  hereunder  shall be deemed to have been given and received on the
day on  which  it is  delivered  (by  any  means  including  personal  delivery,
overnight air courier, United States mail) or telecopied (or, if such day is not
a  Business  Day or if the  notice,  request,  consent or  communication  is not
telecopied  during  business  hours of the intended  recipient,  at the place of
receipt,  on the next following Business Day). Any of the parties hereto may, by
notice given hereunder, designate any further or different address and/or number
to which subsequent  notices or other  communications  shall be sent. Unless and
until such written  notice is received,  the  addresses  and numbers as provided
herein shall be deemed to continue in effect for all purposes hereunder.

     (f) 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.

     (g) Amendment Provision. The term "Secured Note" and all reference thereto,
as used  throughout  this  instrument,  shall mean this instrument as originally
executed,  or if later amended,  supplemented  or modified,  then as so amended,
supplemented or modified.

     (h) Assignability. This Secured Note shall be binding upon the Borrower 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 Securities Purchase  Agreement.  This Secured Note shall not
be assigned and none of the obligations  related hereunder shall be delegated by
the Borrower without the prior written consent of the Holder.

<PAGE>

     (i) Usury  Limitation.  In no event  shall the amount  paid or agreed to be
paid to the Holder for the use or forbearance of money to be advanced  hereunder
exceed the highest lawful rate permissible under the then applicable usury laws.
If it is  hereafter  determined  by a court of competent  jurisdiction  that the
interest  payable  hereunder  is in excess of the  amount  which the  Holder may
legally collect under the then applicable usury laws, such amount which would be
excessive  interest  shall be  applied to the  payment  of the unpaid  principal
balance due  hereunder  and not to the payment of interest or, if all  principal
shall previously have been paid, promptly repaid by the Holder to the Borrower.

     (j)  Severability.  Every  provision of this Secured Note is intended to be
severable.  If any term or provision  hereof is declared by a court of competent
jurisdiction to be illegal or invalid, such illegal or invalid term or provision
shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.

     (k) Certain  Borrower  Waivers.  The  Borrower  and any  endorsers  of this
Secured Note hereby waive diligence,  presentment, protest, demand and notice of
every kind and, to the fullest  extent  permitted by law, the right to plead any
statute of limitations as a defense to any demand hereunder.


                  [Remainder of Page Intentionally Left Blank]
<PAGE>

                                 Signature page

     IN WITNESS  WHEREOF,  the  Borrower  has  caused  this  Secured  Note to be
executed as of the day and year first above written.


                                            PHS GROUP INC.,
                                            a Pennsylvania corporation

                                            By:
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                                            Name:
                                              ---------------------------
                                            Title:
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