MILL ROAD CAPITAL, L.P. TERM NOTE

Exhibit 10.2

For value received, the undersigned (hereinafter, the “ Borrower ”) hereby promises to pay in lawful money of the United States of America in immediately available funds to the order of Mill Road Capital, L.P., a Delaware limited partnership with a principal place of business at Two Sound View Drive, Greenwich, CT 06830 (hereinafter, the “ Lender ”), at the address of the Lender or at such other address as the holder hereof may designate, the aggregate principal sum of Four Million Two Hundred Thousand ($4,200,000.00) DOLLARS or, if less, the aggregate unpaid principal amount of all advances made by the Lender to the Borrower, together with all interest accruing thereon, pursuant to the Term Loan established pursuant to the terms and conditions of a certain Term Loan Agreement of even date herewith (as from time to time amended, restated, supplemented or otherwise modified, the “ Loan Agreement ”) by and among the Borrower and the Lender. This note (the “ Note ”) is issued pursuant to the Loan Agreement and is the “ Term Loan Note ” as defined therein. Capitalized terms used herein that are not defined shall have the same meanings assigned to such terms in the Loan Agreement.  Reference is made to the Loan Agreement, the terms of which are incorporated herein by reference, for a statement of all of the terms and conditions under which the Term Loan is made, this Note is delivered and this Note is to be repaid.  In the event of any inconsistency between the terms of the Loan Agreement and this Note, the terms of the Loan Agreement shall govern and control.

Interest shall accrue on the unpaid principal balance of this Note as set forth in the Loan Agreement.  Interest shall be computed on the basis of a 365- or 366-day year and paid for the actual number of days elapsed.  The entire unpaid principal balance on this Note and all accrued interest thereon remaining unpaid shall be immediately due and payable in full in immediately available funds on the Term Loan Maturity Date. Time is of the essence hereof.

Upon the occurrence and continuance of an Event of Default or after maturity or after judgment has been rendered on this Note, the unpaid principal balance of this Note shall accrue interest at a rate as set forth in Section 4.5 of the Loan Agreement.

The Borrower may prepay this Note, or portions hereof, as provided in the Loan Agreement, subject to the prepayment provisions set forth therein.

Upon the occurrence and continuance of an Event of Default, all payments, including any prepayments, shall, at the option of the Lender, be applied first to the payment of all costs and expenses incurred by the Lender arising out of the loan transaction evidenced by this Note, which have not been paid or reimbursed to the Lender, then to accrued interest on the unpaid principal balance of this Note, and then to the balance on account of the outstanding principal balance of this Note.

Upon the happening and continuance of any Event of Default, the Lender may (i) declare the then outstanding principal balance of this Note and all interest accrued thereon and all applicable late charges and surcharges and all other liabilities and obligations of the Borrower to the Lender to be immediately due and payable, or (ii) terminate any obligation of the Lender to

make advances pursuant to the Term Loan under the Loan Agreement, whereupon the same shall become immediately due and payable without presentment or demand for payment, notice of non-payment, protest or any other demand or notice of any kind, all of which are expressly waived by the Borrower, except as otherwise set forth in the Loan Agreement.  Failure to exercise either or both such options shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. Notwithstanding the foregoing, upon the occurrence and continuance of an Event of Default described in Sections 11.1(f) or (g) of the Loan Agreement, (A) any obligation of the Lender to advance hereunder shall automatically terminate and (B) the outstanding principal balance of this Note and all interest accrued thereon and all applicable late charges and surcharges and all other liabilities and obligations of the Borrower to the Lender shall become automatically due and payable without presentment or demand for payment, notice of non-payment, protest or any other demand or notice of any kind, all of which are expressly waived by the Borrower.

This Note has been executed and delivered in accordance with the Loan Agreement, which is incorporated herein by reference and which sets forth further rights of the Lender and duties of the Borrower and any guarantor, endorser or surety of any obligation of the Borrower to the Lender with respect hereto. All advances under the Term Loan made by the Lender to the Borrower and payments of principal and interest re