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                                                                   EXHIBIT 10.33

                         NON-NEGOTIABLE PROMISSORY NOTE

$165,756.28                                                    June 11, 2003

         FOR VALUE RECEIVED, Gunther International Ltd., a Delaware corporation
("Maker"), hereby promises to pay to Gunther Partners, LLC, a Delaware limited
liability company ("Payee"), in lawful money of the United States of America,
the principal sum of One Hundred Sixty-Five Thousand Seven Hundred Fifty-Six
Dollars and 28/100 ($165,756.28), together with interest in arrears on the
unpaid principal balance at an annual rate equal to 8.0%, in the manner provided
below. Interest shall be calculated on the basis of a year of 365 or 366 days,
as applicable, and charged for the actual number of days elapsed.

         This Note has been executed and delivered pursuant to and in accordance
with the terms and conditions of that certain Transfer and Assignment Agreement,
dated June 11, 2003 (the "Transfer Agreement"), by and between Maker and Payee,
and is subject to the terms and conditions of the Transfer Agreement, which are,
by this reference, incorporated herein and made a part hereof. Capitalized terms
used in this Note without definition shall have the respective meanings set
forth in the Transfer Agreement.

1.       Payments.

         1.1      Principal and Interest. The principal amount of this Note and
all required interest thereon shall be due and payable in the amounts and at the
times that royalty payments otherwise would have been due and payable under the
terms and provisions of the Royalty Agreements but for the fact that the Royalty
Agreements have been reacquired by Maker, and such payments shall continue until
such time as the principal amount of this Note, and all accrued interest
thereon, have been paid in full. Interest on the unpaid principal balance of
this Note shall be due and payable annually (covering the period from April 1
through March 31 of each year during which this Note is outstanding), together
with each payment of principal. IN NO EVENT SHALL MAKER BE OBLIGATED TO MAKE ANY
PAYMENTS OF PRINCIPAL AND INTEREST WHICH EXCEED THE AGGREGATE ROYALTY PAYMENTS
THAT OTHERWISE WOULD HAVE BEEN DUE AND PAYABLE UNDER THE ROYALTY AGREEMENTS, BUT
FOR THE FACT THAT THE ROYALTY AGREEMENTS HAVE BEEN REACQUIRED BY MAKER UNDER THE
TERMS AND PROVISIONS OF THE TRANSFER AGREEMENT.

         1.2      Manner Of Payment. All payments of principal and interest on
this Note shall be made by delivery of good funds to Payee at its principal
executive offices located at 667 Madison Avenue, New York, New York 10021, or at
such other place in the United States of America as Payee shall designate to
Maker in writing or by wire transfer of immediately available funds to an
account designated by Payee in writing. If any payment of principal or interest
on this Note is due on a day which is not a Business Day, such payment shall be
due on the next succeeding Business Day, and such extension of time shall be
taken into account in calculating the amount of interest payable under this
Note. "Business Day" means any day other than a Saturday, Sunday or legal
holiday in the State of New York.

         1.3      Prepayment. Maker may, without premium or penalty, at any time
and from time to time, prepay all or any portion of the outstanding principal
balance due under this Note, provided that each such prepayment is accompanied
by accrued interest on the amount of principal prepaid calculated to the date of
such prepayment.

2.       Defaults.

         2.1      Events Of Default. The occurrence of any one or more of the
following events with respect to Maker shall constitute an event of default
hereunder ("Event of Default"):

                  (a)      If Maker shall fail to pay when due any payment of
principal or interest on this Note and such failure continues for fifteen (15)
days after Payee notifies Maker in writing.

                  (b)      If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), Maker shall (i) commence a

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voluntary case or proceeding; (ii) consent to the entry of an order for relief
against it in an involuntary case; (iii) consent to the appointment of a
trustee, receiver, assignee, liquidator or similar official; (iv) make an
assignment for the benefit of its creditors; or (v) admit in writing its
inability to pay its debts as they become due.

                  (c)      If a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that (i) is for relief against Maker in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for Maker or substantially all of Maker's properties, or (iii)
orders the liquidation of Maker, and in each case the order or decree is not
dismissed within 120 days.

         2.2      Notice By Maker. Maker shall notify Payee in writing within
five days after the occurrence of any Event of Default of which Maker acquires
knowledge.

         2.3      Remedies. Upon the occurrence of an Event of Default hereunder
(unless all Events of Default have been cured or waived by Payee), Payee may, at
its option, (i) by written notice to Maker, declare the entire unpaid principal
balance of this Note, together with all accrued interest thereon, immediately
due and payable regardless of any prior forbearance, and (ii) exercise any and
all rights and remedies available to it under applicable law, including, without
limitation, the right to collect from Maker all sums due under this Note. Maker
shall pay all reasonable costs and expenses incurred by or on behalf of Payee in
connection with Payee's exercise of any or all of its rights and remedies under
this Note, including, without limitation, reasonable attorneys' fees.

3.       Miscellaneous.

         3.1      Waiver. The rights and remedies of Payee under this Note shall
be cumulative and not alternative. No waiver by Payee of any right or remedy
under this Note shall be effective unless in a writing signed by Payee. Neither
the failure nor any delay in exercising any right, power or privilege under this
Note will operate as a waiver of such right, power or privilege and no single or
partial exercise of any such right, power or privilege by Payee will preclude
any other or further exercise of such right, power or privilege or the exercise
of any other right, power or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right of Payee arising out of this Note can be
discharged by Payee, in whole or in part, by a waiver or renunciation of the
claim or right unless in a writing, signed by Payee; (b) no waiver that may be
given by Payee will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on Maker will be deemed to be a waiver
of any obligation of Maker or of the right of Payee to take further action
without notice or demand as provided in this Note. Maker hereby waives
presentment, demand, protest and notice of dishonor and protest.

         3.2      Notices. Any notice required or permitted to be given
hereunder shall be given in writing and shall be considered duly given upon the
earliest to occur of (a) personal delivery, (b) two (2) days after being
delivered to a nationally recognized overnight delivery courier or service, (c)
three (3) days after being mailed by registered or certified mail, return
receipt requested, postage prepaid, or (d) the delivering parties' receipt of a
written confirmation of a facsimile transmission. All notices to Maker shall be
addressed to Maker at its principal office and to Payee at the address set forth
in Section 1.2 above. Any party hereto may change its address by giving notice
to the other party hereto as provided herein.

         3.3      Severability. If any provision in this Note is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Note will remain in full force and effect. Any provision of this Note held
invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable.

         3.4      Governing Law. This Note will be governed by, and construed in
accordance with, the laws of the State of Connecticut without regard to
conflicts of laws principles.

         3.5      Parties In Interest. This Note shall bind Maker and its
successors and assigns. This Note shall not be assigned or transferred by Payee
without the express prior written consent of Maker, except by operation of law.

         3.6      Section Headings, Construction. The headings of Sections in
                  this Note are provided for convenience only and will not
                  affect its construction or interpretation. All references to
                  "Section" or "Sections" refer to the corresponding Section or
                  Sections of this Note unless otherwise specified. All words
                  used in this Note will be construed to be of such gender or
                  number as the circumstances require. Unless otherwise

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                  expressly provided, the words "hereof" and "hereunder" and
                  similar references refer to this Note in its entirety and not
                  to any specific section or subsection hereof.

         IN WITNESS WHEREOF, Maker has executed and delivered this Note as of
the date first stated above.

                                     GUNTHER INTERNATIONAL LTD

                                     By: /s/ Marc I. Perkins
                                         ----------------------------
                                         Name: Marc I. Perkins
                                         Title: Chief Executive Officer