EXHIBIT
10.2
$125,000 NEGOTIABLE PROMISSORY
NOTE
March 12, 2007
For value
received, General DataComm Industries, Inc, having an office at 6
Rubber Avenue, Naugatuck CT 06770 (“Payor”), promises
to pay on demand to the order of Howard S. Modlin, having an office
at 445 Park Avenue, 15 th floor, New York, New York
10022 (“Payee”), with interest at the rate of 10% per
annum on the unpaid balance thereof from March 12, 2007, the
principal sum of $125,000 in lawful money of the United States of
America. This Note is payable on demand and may be prepaid at any
time without penalty or premium. Interest which accrues during each
calendar month shall be paid on the first day of the following
calendar month during the term of this Note or date of payment or
prepayment if earlier. This Note evidences a previous demand loan
made to Payor by Payee on January 16, 2007 in the sum of $125,000
for the purpose of Payor replacing indebtedness of a similar amount
paid to Ableco Finance LLC, as Agent, and the Lenders, under Loan
and Security Agreement dated as of August 20, 2002.
1. Payment of
this Note is unconditional and shall be made without defense,
counterclaim or offset, any defense to be asserted in a separate
suit. If payment is not made on the installment date or at maturity
or upon the occurrence of a Default, then interest shal
