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                                                                    EXHIBIT 10.7

                                    EXHIBIT C

New York, New York                                                      $750,000
December ___, 2001

                            A.P.F. ACQUISITION CORP.

                                 PROMISSORY NOTE


                  FOR VALUE RECEIVED, the undersigned A.P.F. ACQUISITION CORP.,
a New York corporation (the "Maker"), hereby promises to pay to the order of
INTERIORS, INC., a Delaware corporation ("Interiors"), or the successors and
assigns thereof (collectively, with Interiors, the "Holder"), the principal
amount of Seven Hundred and Fifty Thousand Dollars ($750,000), together with
interest on any and all unpaid principal amounts hereunder from time to time
from the date hereof until payment in full hereof at the rate of (a) ten percent
(10%) per annum until June 30, 2002, and (b) seven percent (7.0%) per annum from
and after June 30, 2002 until the "Maturity Date" as hereinafter defined; in
each case, calculated on the basis of a 360-day year).

         1. Payments and Prepayments.

                  1.1 The principal amount of this Note shall be payable in two
(2) installments: (a) the first of which in the amount of Five Hundred Thousand
Dollars ($500,000) shall be due and payable on December 27, 2003 (the "First
Installment"), and (b) the second and final installment of which (the "Second
Installment"), together with all interest accrued hereon, shall be due and
payable on December 27, 2005 (the "Maturity Date"). Notwithstanding the
foregoing, in the event that at any time prior to the Maturity Date there shall
occur either (i) a sale of all or substantially all of the assets, business or
properties of the Maker, whether through stock sale, sale of assets, joint
venture, merger, consolidation or like combination (a "Sale of Control"), or
(ii) an initial public offering of securities of the Maker (an "IPO"), then and
in either event entire then unpaid principal amount of this Note, together with
all interest accrued hereon, shall become immediately due and payable,
simultaneous with the consummation of such Sale of Control or IPO.

                  Notwithstanding the stated principal amount of this Note, it
is expressly understood and agreed that in the event that:

                           (a) by not later than March 31, 2002 the Maker shall
be able to obtain from the 320 Washford LLC, the lessor of the premises located
at 320 Washington Street, Mt. Vernon, New York 10553 under a lease dated as of
January 1, 1996, as amended (the "Main Lease") a full and complete written
release of all liability of Interiors under such Main Lease; and

                           (b) the Maker shall be able to prepay the entire
First Installment by not later than December 27, 2002,

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the Second Installment of this Note shall automatically be cancelled and this
Note shall be deemed to be paid in full.

                  1.2 Interest on the outstanding principal amount of this Note
shall be due and payable monthly on the last day of each month, commencing on
January 31, 2002 and continuing on the last day of each month thereafter until
the entire unpaid principal balance of this Note is paid in accordance with
Section 1.1 above. The final payment of accrued interest under this Note shall
be made on the date on which the entire unpaid principal balance of this Note is
paid in accordance with Section 1.1 above.

                  1.3 Payments of principal and interest on this Note shall be
made in lawful currency of the United States of America either (i) by mailing a
bank or certified check in the proper amount to the Holder at least two (2)
business days prior to the due date of each payment or (ii) by wire transfer to
an account such Holder may specify in writing to the Maker at least two (2)
business days prior to the due date of each payment. Unless otherwise specified
in writing by the Holder all checks or other documents to be forwarded to the
Holder shall be mailed or delivered to Holder c/o Limeridge Capital Management
LLC, Executive Pavillion, 90 Grove Street, Ridgefield, CT 06877.

                  1.4 If any payment on this Note becomes due and payable on a
Saturday, Sunday or other day on which commercial banks in New York, New York
are authorized or required by law to close, the maturity thereof shall be
extended to the next succeeding business day.

                  1.5 The Maker shall not prepay all or any portion of the
outstanding principal balance of this Note at any time prior to the Maturity
Date, unless any such prepayment, whether in whole or in part, shall be approved
in advance in writing by the Holder. In the event and to the extent that any
such full or partial prepayment shall be permitted by the Holder, such
prepayment shall be without premium or penalty. Any partial prepayment shall be
in the order of last maturing indebtedness.

         2. Security for Note.

                  (a) As collateral to secure the payment and performance of
this Note, when due, the Maker does hereby grant unto the Holder, pursuant to a
separate security agreement dated of even date herewith (the "Security
Agreement") a lien and security interest on all of the assets and properties of
the Maker (the "Holder's Lien"); which Holder's Lien shall be subject and
subordinate only to the priority liens and security interests now or hereafter
granted by the Holder to: (i) any senior secured commercial lender providing
senior secured working capital financing to Maker in an aggregate principal
amount at any time outstanding not to exceed $1,500,000 (the "Working Capital
Financing"), and (ii) Landis Brothers or its Affiliates, to secure indebtedness
and obligations aggregating not in excess of $1,000,000 in principal amount (the
"Assumed Landis Debt"), which has been assumed by Maker as part of the purchase
price for the assets and properties of the A.P.F. Master Framemaker division of
Interiors (the "APF Division") pursuant to the terms of an asset purchase
agreement between the Maker and Interiors dated December 21, 2001 (the "Asset
Purchase Agreement"). This Note is given by the Maker in partial payment of the
purchase price for the assets and business of the APF Division pursuant to such
Asset Purchase Agreement. The Security Agreement is annexed as Exhibit E to the
Asset Purchase Agreement.

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                  (b) As collateral to secure the payment and performance of the
Guaranty described in Section 3 below, the Guarantor does hereby pledge unto the
Holder all, and not less than all of the shares of the capital stock of the
Maker owned of record or beneficially by the Guarantor, any Affiliate of the
Guarantor or any other member of the family of the Guarantor, whether or not an
Affiliate (the "Pledged Stock"), pursuant to the terms of the Pledge Agreement
between the Guarantor and the Holder, dated of even date herewith (the "Pledge
Agreement"). A copy of such Pledge Agreement is annexed as Exhibit F to the
Asset Purchase Agreement.

         3. Guaranty of Note. As collateral to secure the payment and
performance of this Note, Max Munn and Laurie Munn (collectively and severally,
the "Guarantor"), an Affiliate of the Maker, has executed and delivered to the
Holder a full recourse personal guaranty in the form of Exhibit D annexed to the
Asset Purchase Agreement (the "Guaranty").

         4. Covenants.

         The Maker covenants that, for so long as any portion of the principal
amount of this Note and any accrued interest thereon shall be outstanding, it
shall comply with all of the following affirmative and negative covenants:

                  4.1 Existence. The Maker shall do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its
existence as a corporation, material rights, licenses, permits and franchises
and comply in all material respects with all applicable laws.

                  4.2 Liens. The Maker shall not, without the prior written
consent of the Holder, incur, create, assume or suffer to exist any pledge,
hypothecation, assignment, security interest, lien, encumbrance or other
preferential arrangement of any kind or nature (collectively, "Lien") upon or
with respect to any of (a) the assets and properties of the Maker, other than
the priority Liens of the holders of Working Capital Financing and Assumed
Landis Debt, and then only securing indebtedness to the maximum extent permitted
hereby, or (b) the Pledged Stock.

                  4.4 Dividends and Distributions. The Maker shall not, without
the prior written consent of the Holder, pay any dividend or distribution,
whether in cash, securities or other property (a "Distribution") to the
Guarantor or any other stockholder of Maker, or their Affiliates, including Max
Munn, Laurie Munn or any of their Affiliates.

                  4.5 Indebtedness. The Maker shall not, without the prior
written consent of the Holder, (a) incur any indebtedness for money borrowed,
including capitalized lease obligations, except for the indebtedness of up to
$1,500,000 owed in connection with Working Capital Financing, and indebtedness
of up to $1,000,000 owed under the Assumed Landis Debt, or (b) guaranty any
liability or obligation of any other person or entity.

                  4.6 Transactions with Affiliates. Except for pre-existing
consulting agreements with Morris Munn and David Munn, which are "Assumed
Liabilities" under the Asset Purchase Agreement, the Maker shall not, without
the prior written consent of the Holder, engage in any transaction with any
senior executive officer, director or stockholder, or Affiliate of any such
person, including Max Munn, Laurie Munn or any member of their family, whether
or not an Affiliate (each a "Related Party"), including, without limitation (a)
making any loan or advance to such Related Party, (b) paying any bonus,
commission or other compensation to such Related Party, or (c) purchasing or
leasing any property from or to such Related Party. Notwithstanding the
foregoing, the Maker shall have the right to pay salaries and/or consulting fees
in the ordinary course of business to Max Munn, Laurie Munn or any member of
their family; provided, that the aggregate annual amount of such compensation
(as to all such individuals) shall not exceed (i) a base annual salary of
$350,000, plus (ii) an annual bonus payable at the end of each fiscal year of
the Maker only if there is no Event of Default hereunder, which shall not exceed
15% of such annual base salary.

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                  4.7 Financial Information and Books and Records. The Maker
will keep and maintain complete and accurate records concerning the Maker and
its business, including financial information, at its principal executive
office. The Maker shall furnish to the Holder such information and reports
regarding the Maker and its financial condition as the Holder may from time to
time reasonably request, including quarterly unaudited financial statements and
management reports and annual audited financial statements, audited by an
accounting firm reasonably acceptable to the Holder, within ninety (90) days of
Maker's fiscal year end.

                  4.8 Other Businesses; Acquisitions. The Maker shall not,
without the prior written consent of the Holder (a) engage in any activities or
business, other than the ownership and operation of the business conducted by
the APF Division as at the date hereof, and shall incur no other liabilities,
other than liabilities incurred in connection with the acquisition and
operation, in the ordinary course, of the business of the APF Division, and (b)
other than the purchase and sale of inventories in the ordinary course of the
business of the APF Division, make any additional investments or acquisitions of
assets, properties or businesses, whether through the purchase of assets, stock,
merger, consolidation or otherwise.

                  4.9 Asset Sales. Other than the sale of inventory in the
ordinary course of business, the Maker shall not sell, lease or dispose of any
of its assets.

         5. Events of Default.

                  If any of the following events shall have occurred and shall
be continuing, an "Event of Default" hereunder shall be deemed to have occurred:

                  5.1 Any failure by the Maker or the Guarantor to pay within
five (5) days of the due date, all or any portion of the accrued interest under
this Note or any principal payment under this Note when due and payable; or

                  5.2 If the Maker or the Guarantor (i) admits in writing its or
his inability to pay generally its debts as they mature, or (ii) makes a general
assignment for the benefit of creditors, or (iii) is adjudicated a bankrupt or
insolvent, or (iv) files a voluntary petition in bankruptcy, liquidation or
reorganization or (v) takes advantage, as against its creditors, of any
bankruptcy, liquidation or reorganization law, or statute of the United States
of America or any state or subdivision thereof now or hereafter in effect, or
(vi) has a petition or proceeding filed against it under any provision of any
bankruptcy or insolvency law or statute of the United States of America or any
state or subdivision thereof, which petition or proceeding is not dismissed
within sixty (60) days after the date of the commencement thereof, (vii) has a
receiver, liquidator, trustee, custodian, conservator, sequestrator or other
such person appointed by any court to take charge of its affairs or assets or
business and (if not initiated by or consented to by Maker or Guarantor) such
appointment is not vacated or discharged within sixty (60) days thereafter, or
(viii) takes any action in furtherance of any of the foregoing; or

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                  5.3 If the Maker or the Guarantor fails to perform any
covenant or agreement on their respective part to be performed under this Note
or the Guaranty, and, except for the covenants in Section 4 of this Note, which
non-performance shall continue uncured for more than twenty (20) days after
written notice thereof is received by the Maker or the Guarantor; or

                  5.4 If any default or event of default by the Maker shall
occur and be continuing beyond any applicable cure period, under any agreement
or instrument in respect of any other assumed indebtedness or indebtedness for
money borrowed, including, without limitation, indebtedness owed to holders of
Working Capital Financing and the Assumed Landis Debt .

         6. Remedies on Default.

                  If any Event of Default shall occur and be continuing beyond
any applicable cure period, the Holder shall have the right, in addition to any
and all other rights and remedies, to declare the entire unpaid principal
balance of this Note, together with all unpaid accrued interest hereunder, to be
immediately due and payable. In addition, the Holder shall have the right to
immediately (a) foreclose on the collateral covered by the Security Agreement
(subject only to the prior rights, if any, to such collateral granted to the
holders of Working Capital Financing and Assumed Landis Debt), (b) foreclose on
the Pledged Stock pursuant to the Pledge Agreement, and (c) commence an action
against the Guarantor under the Guaranty.

         7. Miscellaneous.

                  7.1 Penalty Interest. In the event that any installment
interest on this Note or the principal amount hereof shall not be paid, when
due, for such period as shall commence on the date such principal and/or
interest was due and payable and shall end on the date when such amount shall
have been paid in full, this Note shall bear interest at the rate of twelve
(12%) percent per annum.

                  7.2 Collection Costs. In the event that this Note shall not be
paid when due and payable (whether upon demand, by acceleration or otherwise),
the Maker shall further be liable for and shall pay to the Holder all reasonable
costs and expenses incurred by the Holder, including reasonable attorneys' fees
in connection with the enforcement or collection of this Note and protection of
this Holder's rights hereunder.

                  7.3 Loss of Note. Upon receipt of evidence reasonably
satisfactory to the Maker of the loss, theft, destruction or mutilation of this
Note and of a letter of indemnity reasonably satisfactory to the Maker, and upon
reimbursement to the Maker of all reasonable expenses incident thereto, and upon
surrender or cancellation of this Note, if mutilated, the Maker will make and
deliver a new Note of like tenor in lieu of such lost, stolen, destroyed or
mutilated Note.

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                  7.4 Governing Law. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF
EACH OF THE COMPANY AND THE HOLDER HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
AND INSTRUMENTS MADE AND TO BE PERFORMED IN NEW YORK.

                  7.5 No Waiver; Amendments. Neither any provision of this Note
nor any performance hereunder may be amended or waived orally, but only by an
agreement in writing and signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.

                  THE MAKER EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS NOTE OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE; AND THE MAKER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THIS WAIVER OF THE RIGHT TO TRIAL BY JURY.

         IN WITNESS WHEREOF, the Maker has duly caused this Note to be signed on
its behalf, in its corporate name and by its duly authorized officer, this 27th
day of December, 2001.

                                                        A.P.F. ACQUISITION CORP.


                                                        By:
                                                            --------------------
                                                        Name:  Max Munn
                                                        Title: President


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