SECOND AMENDED AND RESTATED SECURED TERM NOTE

Exhibit 10.2

SECOND AMENDED AND RESTATED SECURED TERM NOTE

FOR VALUE RECEIVED, PA LLC (f/k/a PetroAlgae, LLC), a Delaware limited liability company (the “ Maker ”) promises to pay to PetroTech Holdings, Corp., c/o Laurus Capital Management, LLC (the “ Payee ”) at 335 Madison Avenue, 10 ^th Floor, New York, New York 10017, or at such other place as may be designated in writing by the Payee of this Second Amended and Restated Secured Term Note (this “ Term Note ”), the principal sum of SEVEN MILLION TWO HUNDRED TWENTY TWO THOUSAND EIGHTY NINE DOLLARS and 00/100 Dollars ($7,222,089) together with any accrued and unpaid interest hereon, on June 30, 2012 (the “Maturity Date”) if not sooner indefeasibly paid in full.

Interest payable on the outstanding principal amount of this Term Note (including all PIK Amounts (as defined below) added thereto, the “ Principal Amount ”) shall accrue at a rate per annum equal to twelve percent (12%) (the “ Contract Rate ”). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, commencing on September 1, 2008, on the first business day of each consecutive calendar month thereafter through and including the Maturity Date, and on the Maturity Date, whether by acceleration or otherwise (each, an Interest Payment Date ”). Through any Interest Payment Date, interest on the Principal Amount of this Term Note at the Contract Rate that shall have accrued and shall remain unpaid as of such Interest Payment Date (for any Interest Payment Date, a “ PIK Amount ”) shall be paid on such Interest Payment Date by addition of such PIK Amount to the Principal Amount. At the option of the Payee, the PIK Amounts added to the principal amount outstanding under this Term Note during such year shall be evidenced by a note (a “ PIK Note ”) in form and substance satisfactory to the Payee, provided, however, that such PIK Note shall not be necessary to evidence such portion of the Principal Amount nor shall the absence of such PIK Note relieve the Maker of their its obligation to pay such portion of the Principal Amount to the Payee. Notwithstanding any other provision of this Term Note and the addition of any PIK Amount to the principal amount outstanding under this Term Note, the Maker may, in its sole discretion, pay any PIK Amount in cash on any Interest Payment Date without any premium or penalty. The Maker shall give written notice to the Payee of any such payment of a PIK Amount in cash not less than one (1) Business Day prior to the applicable Interest Payment Date. All cash payments by the Companies of any PIK Amount that has been added to the principal amount of this Term Note shall be deducted from the Principal Amount.

This Term Note combines and amends and restates in its entirety (and is given in substitution for and not in satisfaction of) each of (i) the Amended and Restated Demand Note, issued as of August 26, 2008 (and dated as of August 21, 2008) by Maker to Payee, which amended and restated that Demand Note dated August 21, 2008 issued by the Maker to Payee (as

further amended, restated, modified and/or supplemented from time to time), (ii) the Demand Note, issued as of September 3, 2008 by Maker to Payee (as amended, restated, modified and/or supplemented from time to time), (iii) the Demand Note, issued as of September 18, 2008 by Maker to Payee (as amended, restated, modified and/or supplemented from time to time), and (iv) the Demand Note, issued as of September 25, 2008 by Maker to Payee (as amended, restated, modified and/or supplemented from time to time)

1. USE OF PROCEEDS . The proceeds of the loan made pursuant to this Term Note shall be used by Maker solely for working capital purposes.

2. OPTIONAL REDEMPTION IN CASH . The Maker may prepay this Term Note (“ Optional Redemption ”) by paying to the Payee a sum of money equal to the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Payee arising under this Term Note (the “ Redemption Amount ”) outstanding on the Redemption Payment Date (as defined below). The Maker shall deliver to the Payee a written notice of redemption (the “ Notice of Redemption ”) specifying the date for such Optional Redemption (the “ Redemption Payment Date ”), which date shall be within ten (10) business days after the date of the Notice of Redemption (the “ Redemption Period ”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Payee. In the event the Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

3. EVENT OF DEFAULT . The occurrence of any of the following events set forth in this section shall constitute an event of default (“ Event of Default ”) hereunder:

a. Failure to Pay . The Maker fails to pay on demand hereunder any of principal, interest or other fees hereon in accordance herewith, or the Maker fails to pay any of the other Obligations (under the Amended and Restated Master Security Agreement, dated as of the date hereof, which amends and restates the Master Security Agreement, dated August 21, 2008 (as further amended, restated, modified and/or supplemented from time to time, the “ Master Security Agreement ”) by and between LV Administrative Services, Inc., as Agent (in its capacity as administrative and/or collateral agent, the “ Agent ”) and the Maker and PetroAlgae Inc. (“ PetroAlgae ”) when due; or

b. Breach of Covenant . The Maker, any guarantor of the Obligations (each a “ Guarantor ”) or any of its subsidiaries breaches any covenant or any other term or condition of this Term Note, the Master Security Agreement or any other Document (as defined in the Master Security Agreement) in any material respect and such breach, if subject to cure, continues for a period of fifteen (15) days after the occurrence thereof; or

c. Breach of Representations and Warranties . Any representation, warranty or statement made or furnished by the Maker or Guarantor in this Term Note, the Master Security Agreement or any other Document (as defined in the Master Security Agreement) shall at any time be false or misleading in any respect on the date as of which made or deemed made; or

d. Default Under the Master Security Agreement . The occurrence of any default (or similar term) in the observance or performance of the Master Security Agreement or any other Document (as defined in the Master Security Agreement) or condition relating to any indebtedness or contingent obligation of the Maker,