EXHIBIT 10.2
                                ------------

                              PROMISSORY NOTE

$1,760,000                                             New York, New York
                                                       October 20, 1997


        FOR VALUE RECEIVED, DVL INC., a Delaware corporation ("Borrower"),
hereby promises to pay to the order of BRIDGE CAPITAL, LLC ("Lender"), the
principal sum of ONE MILLION SEVEN HUNDRED SIXTY THOUSAND DOLLARS
(1,760,000.00), or such lesser amount which remains outstanding under this
Note, on September 30, 2002.

        The unpaid principal shall bear interest from the date hereof until
paid at an annual rate, computed on the basis of a 360-day year, as provided
in the Fourth Amendment to Loan Agreement (as defined below).  Interest
accrued on the outstanding principal balance shall be payable annually on each
anniversary date of the Fourth Amendment to Loan Agreement while any principal
balance remains outstanding under this Note, such interest to be payable in
the manner set forth in the Fourth Amendment to Loan Agreement.

        Payments of principal, interest and other amounts due hereunder are
to be made in lawful money of the United States of America to Lender at 450
Park Avenue, New York, New York 10019, Attention:  Ronald Kravit or at such
other place as Lender shall designate in writing to Borrower.

       Borrower hereby agrees to pay all reasonable fees and expenses incurred
by Lender, including the reasonable fees of counsel, in connection with the
protection and enforcement of the rights of Lender under this Note and with
respect to the Collateral (as defined in the Fourth Amendment to Loan
Agreement), including, without limitation, the collection of any amounts due
under this Note and the protection and enforcement of such rights in any
bankruptcy, reorganization or insolvency proceeding involving Borrower.

       This Note constitutes the Bridge Capital  Note referenced in and issued
pursuant to that certain Fourth Amendment, dated October 20, 1997, to the
Amended and Restated Loan Agreement dated as of March 27, 1996, as previously
amended as of July 10, 1996, September 27, 1996 and March 6, 1997, by and
between Borrower and NPM Capital LLC (the "Fourth Amendment to Loan
Agreement"), and that certain Subordination Agreement, dated October 20, 1997,
by and among NPM Capital LLC, NPO Management LLC, Lender and Borrower (the
"Subordination Agreement"), to which Fourth Amendment to Loan Agreement and
Subordination Agreement reference is hereby made for a statement of the terms
and conditions under which the loans evidenced hereby may be made or assigned
and a description of the terms and conditions upon which this Note may be paid
or prepaid in whole or in part.  In case an Event of Default, as defined in
the Fourth Amendment to Loan Agreement, shall occur, the entire unpaid
principal and  accrued interest hereunder may be automatically due and payable
or may be declared due and payable as provided in the Fourth Amendment to Loan
Agreement, subject, however, at all times, to the terms and conditions set
forth in the Subordination Agreement.

      BORROWER HEREBY EXPRESSLY WAIVES PRESENTMENT FOR PAYMENT, DEMAND,
PROTEST, NOTICE OF PROTEST, NOTICE OF DISHONOR, NOTICE OF OCCURRENCE OF AN
EVENT OF DEFAULT, NOTICE OF ACCELERATION AND NOTICE OF NON-PAYMENT HEREOF.

         BORROWER HEREBY VOLUNTARILY AND KNOWINGLY WAIVES THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
PROMISSORY NOTE.

      This Note shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York applicable to contracts
made and wholly performed within such state.


                                      DVL, INC.

                                      By: /s/ Daniel Baldwin
                                          -----------------------------
                                          Name:  Daniel Baldwin
                                          Title: Vice President and
                                                 General Counsel