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                                                                    EXHIBIT 10.7


                                PROMISSORY NOTE

$50,000.00                       MARCH 31, 1998          PALO ALTO, CALIFORNIA
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     FOR VALUE RECEIVED, the receipt and adequacy of which is hereby
acknowledged, LVL Communications Corporation, a California corporation, LVL
Advertising, Inc., a California corporation and LVL Interactive, Inc., a
California corporation, each a debtor-in-possession (collectively "Debtors"),
jointly and severally promise to pay to PacRim Access Group, Inc.,
("Lender"), at such place in the State of California as may be designated in
writing by the holder ("Holder") of this Promissory Note (this "Note") the
principal sum of Fifty Thousand ($50,000.00), plus interest accruing at the rate
of ten percent (10%) per annum.  The outstanding principal balance of this Note
plus all unpaid interest an other charges hereunder shall be due and payable on
the earlier of:(i) the equity or debt financing of Debtors in which Debtors
receive an aggregate of $3,000,000 from the date hereof; (ii) the payoff or
termination of the Factoring Agreement (the "Factoring Agreement") between
Debtors and Pacific Business Funding Corp ("PBF"); (iii) one year from the date
hereof; or (iv) upon acceleration of this Note as set forth below.

     1.   PRIORITY.  This Note is provided to evidence post-petition financing
provided to Debtors and shall be senior to all pre-petition unsecured
debt of Debtors and of equal priority to administrative claims against Debtor.

     2.   COLLATERALIZATION.  Within the earlier of: (i) thirty (30) days after
the confirmation of Debtors' Plan of Reorganization; or (ii) one hundred eighty
(180) days after the date of this Note, Debtors shall secure this Note and the
underlying obligation, with a security interest in all of Debtors' assets,
subject to the security interest of PBF and other liens and encumbrances of
record as of the dated hereof.  Lender acknowledges that Debtors have agreed to
sell Debtors' leasehold interest in their principal place of business and hereby
consent to such transfer.

     3.   WARRANTS.  As an incentive for Lender to work with Debtors and delay
the requirement of collateral concurrent with the date of this Note, Debtors
hereby issue to Lender the right to purchase 40,000 shares of LVL
Communications, Inc., or any successor or parent of Debtors surviving after the
confirmation of the Plan of Reorganization, for $.50 per share (the "Warrant").
The Warrant will be issued pursuant to and as part of, the Warrants described in
the Plan of Reorganization.  The Warrant shall be for a term of five (5) years
from the date hereof and shall be evidenced by a Warrant Certificate in a form
consistent with other warrants or options issued by Debtors or any of them,
pursuant to the authority and capitalization set forth in the Plan of
Reorganization, which shall have such terms, antidilution  provisions and
standard protections as are reasonably acceptable to Lender and not inconsistent
with the Plan of Reorganization.  The shares issued pursuant to the Warrant
shall have piggyback registration rights.  In the event of a default by Debtors
under the terms of this Note, including, without limitation, default under
Section 2 hereof, the exercise price of the Warrants shall be reduced to $.01
per share.  Debtors shall use their best efforts to cause the Bankruptcy Court
having jurisdiction over Debtors to issue unrestricted and free trading shares
of common stock upon exercise of the Warrant.  If the Bankruptcy Court does not
issue free trading stock, the stock shall be transferable in accordance with
Rule 144.

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     4.   SECURITY AGREEMENT.  Concurrently with Debtors' provision of
collateral for this Note pursuant to Section 2 hereof, Debtors shall enter into
a security agreement with Lender and execute a UCC-1 Financing Statement, and
provide such other documentation reasonably required by Lender to evidence
Lender's security interest, each in a form acceptable to Lender.

     5.   ACKNOWLEDGMENT OF MULTIPLE LENDERS.  Lender acknowledges and consents
to the issuance of multiple notes by Debtors to other lenders contemporaneous
with the delivery of this Note.  The other notes and loans made pursuant thereto
will be of equal priority with this Note.

     6.   RELEASE OF FUNDS.  Lender has delivered the face amount of this Note
to an escrow account for release for the benefit of Debtors upon the execution
of this Note by Debtors and Lender, without further documentation.

     7.   NO COURT APPROVAL.  Debtors represent and warrant to Lender that
Debtors have the authority to enter into the Note without Bankruptcy Court
approval. Debtors will use their best efforts to obtain the approval of the
Bankruptcy Court to the collateralization of this Note pursuant to Section 2
hereof.

     8.   ALLOCATION OF PAYMENT.  Payments of principal and interest will be
made in legal tender of the United States of America.  All payments made
pursuant to this Note will be first applied to accrued and unpaid interest, if
any, then to other proper charges under this Note and the balance, if any, to
principal. All or any portion of the principal amount of this Note may be
prepaid at any time without penalty of any kind.

     9.   DEFAULT.  Notwithstanding anything in this Note to the contrary, the
entire unpaid principal amount of this Note, together with all accrued but
unpaid interest thereon and other unpaid charges hereunder, will become
immediately all due and payable without further notice at the option of Holder
upon any of the following (the "Acceleration Date"); (i) Debtors fail to timely
make any payment hereunder when such payment becomes first due and such failure
continues for a period of five days after written notice from Holder to
Debtors; (ii) Debtors fail to obtain Bankruptcy Court approval to the
requirements of Section 2 hereof or fails to comply with Section 2 hereof; or
(iii) Debtors default under this Note, the Security Agreement, or the Financing
Statement, or make any assignment for the benefit of Debtors' creditors, make
any election to wind up or dissolve or after approval of the Plan of
Reorganization become unable to pay Debtors' debt as they mature, insolvent or
the subject of any proceeding under any subsequent bankruptcy, insolvency or
debtors' relief law.  Thereafter, this Note will bear interest at an annual
rate of interest equal to the greater of (i) fifteen percent (15%), (ii) the
advance rate to member banks on the Acceleration Date as established by the
Federal Reserve Bank of San Francisco, California, pursuant to Section 13 of
the Federal Reserve Act, plus five percentage points, or (iii) the maximum rate
then permitted by law (the "Default Rate").

     10.  OPTION TO PURCHASE COLLATERALIZATION.  If Debtors fail to secure this
Note pursuant to Section 2 hereof, in addition to Lender's right to accelerate
the repayment of this Note pursuant to Section 9 hereof, Debtors shall jointly
and severally pay to Lender the sum of $10,000 as a repurchase of Lender's right
to receive a security interest in Debtors' assets (the "Collateral

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Repurchase Price").  Debtors may, however, prepay this Note in full at any time
prior to the deadlines set forth in Section 2 hereof, without premium, penalty
or the requirement to pay the Collateral Repurchase Price.  If Debtors fail to
pay the Collateral Repurchase Price within five (5) days of Lender's demand,
the Collateral Repurchase Price shall be added to the outstanding balance of
this Note and accrue interest as set forth herein.

     11.  WAIVERS.  Debtors for themselves and their legal representatives,
successors and assigns, expressly waive presentment, protest, demand, notice of
dishonor, notice of nonpayment, notice of maturity, notice of protest,
presentment for purpose of accelerating maturity, and diligence in collection,
and consent that Holder may extend the time for payment or otherwise modify the
terms of payment or any part or the whole of the debt evidenced hereby.  To the
fullest extent permitted by law, Debtors waive the statute of limitations in any
action brought by Holder in connection with this Note.  Holder may proceed
directly against Debtors to recover any amounts due under this Note and shall
not be required to first proceed against any collateral.  Debtors hereby waiver
any right Debtors may have to require Holder to proceed against the collateral.
Debtors represent and warrant that Debtors have no claim, offset or defense to
the principal amount due under this Note.

     12.  DELINQUENT AMOUNTS.  If any installment or other amount payable to
Holder under this Note is not received by Holder on the date that such
installment or other amount becomes first due (the "Due Date"), then such
installment or other amount ("the Delinquent Amount") will bear interest from
and after the Due Date until paid at the Default Rate or the highest rate then
permitted by law, whichever is greater.  In addition, Debtors will also pay to
Holder each month a late payment processing fee ("Late Fee") in an amount each
month equal to six percent (6%) of each Delinquent Amount to defray the expense
incident to the administration, processing and collection of each Delinquent
Amount.  Debtors agree that it would be impractical to ascertain the exact
amount of damage Holder would incur to collect Delinquent Amounts and that the
Late Fee is a reasonable estimate by Debtors and Creditor of the actual amount
of damage which will be incurred by Holder to collect Delinquent Amounts.  As
the option of Holder from time to time, the Late Fee will be immediately payable
or will be added to the unpaid principal balance, accrue interest as set forth
above and be payable on the Payment Dates.

     13.  TRANSFER.  Creditor and Holder have the right to sell, assign,
transfer, negotiate, or grant participation in, all or any of its interest
hereunder.  In connection therewith, Holder may disclose all documents and
information which Holder now or hereafter may have relating to Debtors.

     14.  INTEREST.  In the event that this Note shall require the payment of
interest in excess of the maximum amount permissible under the applicable law,
Debtors' obligations hereunder shall automatically and retroactively be deemed
reduced to the highest maximum amount permissible under applicable law.  In the
event Holder receives as interest an amount that would exceed such maximum
applicable rate, the amount of any excess interest shall not be applied to the
payment of interest hereunder, but shall automatically and retroactively be
applied to the reduction of the unpaid principal balance due hereunder.  In the
event and to the extent such excess amount of interest exceeds the outstanding
unpaid principal balance hereunder, any such excess amount shall be immediately
returned to Debtors by Holder.  Debtors hereby waive any provisions of any
state or

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federal law concerning usury or the limitation on the maximum rate of interest
chargeable by a creditor or lender.

     15.  DISPUTES.  This Note will be interpreted in accordance with California
law, including all matters of construction, validity, performance and
enforcement, without giving effect to any principles of conflict of laws.  Any
dispute, action or proceeding concerning this Note will be initiated,
maintained, heard and decided exclusively in San Francisco County, California.
Debtors irrevocably waive their right to a jury trial in all such disputes,
actions and proceedings.  The prevailing party in any action, litigation or
proceeding including any appeal or the collection of any judgment concerning
this Note will be awarded, in addition to any damages, injunctions or other
relief, and without regard to whether or not such matter be prosecuted to final
judgment, such party's costs and expenses, including reasonable attorneys' fees,
including from in house attorneys and paralegals and Holder shall be entitled
to recover all of its attorneys fees and costs should Holder place this Note in
the hands of an attorney for collection.  This Note may not be changed,
modified, amended or terminated orally.

                                        "DEBTORS"

                                        LVL COMMUNICATIONS CORP.

                                        By: /s/ [SIG]
                                           -------------------------------------
                                           Its: CHAIRMAN & CEO
                                               ---------------------------------


                                        LVL ADVERTISING, INC.

                                        By: /s/ [SIG]
                                           -------------------------------------
                                           Its: PRESIDENT & CEO
                                               ---------------------------------

                                        LVL INTERACTIVE, INC.

                                        By: /s/ [SIG]
                                           -------------------------------------
                                           Its:
                                               ---------------------------------


Acknowledged and Agreed to
as of April 12, 1998 by:

PACRIM ACCESS GROUP, INC.

By: /s/ KEIJI MIYAGAMA
    ----------------------
    Its:  KEIJI MIYAGAMA
        ------------------
    CEO & PRESIDENT


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                                                                    Exhibit 10.7

THIS NOTE HAS NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS
BEEN ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT AND SUCH LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER SUCH SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

                               10% PROMISSORY NOTE

$150,000                                                   Palo Alto, California
July __, 1998

         FOR VALUE RECEIVED, LVL Communications Corporation, a California
corporation (herein referred to as the "Borrower"), promises to pay to the order
of Four M International, a Texas corporation ("Lender"), on the Termination
Date, as defined below, at 1980 Post Oak Boulevard, Suite 1850, Houston, TX
77056, in lawful currency of the United States of America, the principal amount
of One Hundred Fifty Thousand Dollars ($150,000). Borrower further promises to
pay interest to the Lender at the above address, in like currency, from the date
hereof on the entire unpaid principal amount owing hereunder from time to time
until the entire unpaid principal amount hereof is paid in full, at a rate per
annum equal to ten percent (10%). Interest shall be computed on the basis of a
365-day year and shall be calculated for the actual number of days elapsed.

         Payment of principal and interest hereunder shall be due and payable on
the earliest of the following (the "Termination Date"): (a) July 31, 1999; (b)
the date of Borrower's receipt of Three Million Dollars ($3,000,000) from one or
more debt or equity financings; (c) execution of any agreement, letter,
memorandum of understanding or similar document relating to the transfer,
disposition or sale of any or all of the capital stock or assets of the Borrower
to anyone other than Digital Power Holding Company; or (d) if sooner terminated
pursuant to any other provisions hereof.

         1. Prepayment. This Note may be prepaid in whole or in part without
penalty. Any payments made pursuant to this Note shall be applied first toward
any fees and costs due, then toward interest and then toward principal.

         2. Presentment. Except as set forth herein, Borrower waives
presentment, demand and presentation for payment, notice of nonpayment and
dishonor, protest and notice of protest and expressly agrees that this Note or
any payment hereunder may be extended from time to time by the Lender without in
any way affecting the liability of Borrower.
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         3. Default. Upon the failure to pay when due any principal or interest
hereunder and the continuance of such failure for a period of thirty (30) days
thereafter, all amounts then remaining unpaid under this Note shall be
immediately due and payable. In such event, this Note shall bear interest at the
maximum rate permitted by law. In the event that all monies owed hereunder are
not paid when due, Borrower agrees that it shall be liable for all of Lender's
reasonable costs and expenses incurred in connection with enforcing Lender's
rights under this Note to the extent not prohibited by law, including but not
limited to reasonable attorneys' fees and disbursements.

         4. Notice. Any notice regarding this Note to the Borrower shall be made
at 480 Cowper Street, Palo Alto, California 94301. Notice to the Lender shall be
made at 1980 Post Oak Boulevard, Suite 1850, Houston, TX 77056.

         5. Assignability and Governing Law. This Note may only be assigned by
the Borrower with the prior written consent of the Lender. This Note is
negotiable and shall be governed by the laws of the State of California.

<TABLE>
<S>                                                    <C>
ATTEST:                                                  LVL COMMUNICATIONS CORPORATION

By:                                                      By:
     -------------------------------                          -----------------------------------
       Stephen Venuti, Secretary                                Calbert Lai, President

</TABLE>

Date:  July __, 1998

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