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                              TERM PROMISSORY NOTE


$1,500,000.00                                                  December 15, 2000


     LEVCOR INTERNATIONAL, INC., a Delaware corporation (the "Company"), for
value received, hereby promises to pay to the order of THE CIT GROUP/COMMERCIAL
SERVICES, INC. ("CIT"), at its office, 1211 Avenue of the Americas, New York,
New York 10036, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND
00/100 U.S. DOLLARS ($1,500,000.00) on the dates and in the amounts hereinafter
set forth, and to pay interest from the date hereof at said office, on the first
business day of each month, on the unpaid principal balance hereof outstanding
from time to time, until paid in full, at the rate of one-half of one percent
(0.50%) per annum plus the Chase Prime Rate (as defined below), and to pay any
expenses and costs of collection or enforcement (including reasonable attorneys'
fees). Interest shall continue to be payable after the maturity of this Note, at
the rate provided for herein, until this Note is paid in full.

This note is secured by (i) all of the company's accounts receivable, equipment
and collateral of the undersigned as more fully described in that certain (a)
Factoring Agreement between the Company and CIT dated September 17, 1998, and
(b) Equipment Security Agreement between the Company and CIT dated September 1,
1999; and (ii) the obligations of Robert A. Levinson set forth in the following
agreements executed by Robert A. Levinson in favor of CIT: (a) that certain
Brokerage Account Pledge and Security Agreement dated September 1, 1999 executed
by Robert A. Levinson in favor of CIT, and (b) that certain Guaranty dated
September 17, 1998 executed by Robert A. Levinson in favor of CIT (all of the
foregoing collectively referred to as the "Agreements"). The Obligations (as
defined in the Agreements) of the Company hereunder are hereby deemed to
constitute Obligations of the Company pursuant to the Agreements.

The principal balance of this Note shall be payable in twenty-three (23) equal
consecutive monthly installments of Eight Thousand Six Hundred Ninety-Five and
65/100 U.S. Dollars ($8,695.65) each, with the first installment due and payable
on February 1, 2001 and each subsequent installment due and payable on the first
business day of each month thereafter, and a twenty fourth (24th) and final
installment of One Million Three Hundred Thousand Dollars and 00/100 U.S.
Dollars ($1,300,000.00).

The Chase Prime Rate is the per annum rate of interest publicly announced by The
Chase Manhattan Bank (or its successor) in New York, New York from time to time
as its prime rate, and is not intended to be the lowest rate of interest charged
by The Chase Manhattan Bank to its borrowers. Any change in the rate of interest
hereunder due to a change in the Chase Prime Rate will take effect as of the
first of the month following such change in the Chase Prime Rate. All interest
is calculated on a 360 day year. In no event will interest charged hereunder
exceed the highest lawful rate. In the event, however, that we do receive
interest in excess of the highest lawful rate, you agree that your sole remedy
would be to seek repayment of such excess, and you irrevocably waive any and all
other rights and remedies which may be available to you under law or in equity.


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CIT may, at its option, and when due and payable pursuant to the terms hereof,
charge principal and interest payments owing hereunder to the Company's account
maintained under the Factoring Agreement between the Company and CIT dated
September 17, 1998, as amended and supplemented from time to time (the
"Factoring Agreement").

The Company may, at its option, prepay all of any part of the principal of this
Note before maturity, without penalty or premium (with the exception of any
Mandatory Prepayment), provided that: (a) on each prepayment the Company shall
pay accrued interest on the principal so prepaid to the date of such prepayment;
and (b) each prepayment shall be applied to the then last maturing installments
of principal hereof.

The Company agrees that so long as any portion of the principal balance hereof,
or interest accrued thereon, remains unpaid, it shall observe the following
"Term Loan Covenants", unless CIT shall agree otherwise in writing:

1.   Provide CIT: (a) within ninety (90) days after the end of each fiscal
     year of the Company, a certified balance sheet of the Company as at the
     close of such year, with inventory certified as to pricing and quantity,
     and statements of profit and loss and reconciliation of surplus of the
     Company for such period, certified by independent public accountants
     selected by the Company and satisfactory to CIT; and (b) within sixty (60)
     days after the end of each quarter, a balance sheet of the of the Company,
     as at the end of such period and statements of profit and loss and surplus
     of the Company for such period, certified by an authorized financial or
     accounting officer of the Company; and from time to time, such further
     information regarding the business affairs and financial condition of the
     Company as CIT may reasonably request.

2.   Provide CIT at least thirty (30) days prior to the commencement of each of
     the Company's fiscal years with written projections for such fiscal year,
     setting forth the projected balance sheet of the Company, statements of
     profit and loss and surplus of the Company and statements of cash flow for
     such period. Such projections must be acceptable and satisfactory to CIT.

3.   Maintain insurance in responsible companies, in such forms and against such
     risks and in such sums as shall be from time to time satisfactory to CIT,
     on all real and personal property, including inventory.

4.   Pay and discharge all taxes, assessments and governmental charges or levies
     imposed upon it or its income or profits or upon any properties belonging
     to it, prior to the date upon which penalties attach thereto, provided that
     the Company shall not be required to pay any such tax, assessment, charge
     or levy, the payment of which is being contested in good faith and by
     proper proceeding.

5.   Not grant or allow to exist any lien, charge, security interest,
     encumbrance or judgement (whether as a result of a purchase money or title
     retention transaction,


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     or other security interest, or otherwise) to exist on any of its assets or
     goods, whether real, personal or mixed, whether now owned or hereafter
     acquired, except: for purchase money security interests in and liens on
     equipment acquired subsequent to the date hereof, provided: (a) each such
     lien shall attach only to the equipment so acquired and a description of
     the equipment so acquired is furnished to CIT, hereof and (b) the debt
     incurred in connection with such purchase money security interests during
     any fiscal year does not exceed Ten Thousand and 00/100 U.S. Dollars
     ($10,000.00) in the aggregate.

6.   Not incur or create any liability other than current indebtedness maturing
     in less than one (1) year and incurred in the ordinary course of business
     for raw materials, supplies, services, taxes, labor or equipment, other
     than purchase money indebtedness contemplated by paragraph 6 above.

7.   Not incur indebtedness except (i) trade debt incurred in the normal course
     of business to acquire inventory; and (ii) purchase money indebtedness to
     acquire machinery and equipment in the amounts set forth above in paragraph
     6.

8.   Not sell, lease, assign, transfer or otherwise dispose of either all or
     substantially of its assets.

9.   Not undergo any merger, consolidation into or with another entity or make
     any other change in its corporate structure, or make any change in its
     controlling ownership or enter into or engage in any operation or activity
     materially different from that presently belong conducted by the Company.

10.  Not assume, guarantee, endorse, or otherwise become liable upon the
     obligations of any person, firm, entity or corporation, except by the
     endorsement of negotiable instruments for deposit or collection or similar
     transactions in the ordinary course of business.

11.  Not make any distribution of any kind on, or purchase, acquire, redeem or
     retire, any of the capital stock or equity interest of the Company, or any
     class whatsoever, whether now or hereafter outstanding, provided, however,
     the Company may make distributions on any of the capital stock or equity
     interest of the Company as of the end of any fiscal year.

12.  Not make any advance or loan to, or any investment in, any firm, entity,
     person or corporation.

13.  Not contract for, purchase, make expenditure for, lease, or otherwise incur
     obligations with respect to capital improvements or fixed asset
     acquisitions (whether subject to a security interest or otherwise) during
     any fiscal year in an aggregate amount in excess of Fifty Thousand and
     00/100 Dollars ($50,000.00).


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     If any of the following "Event of Default" shall occur:

          (i) The Company, or its successors and assigns, defaults in the
          payment of any installment of principal or interest as provided for
          herein;

          (ii) The Company, or its successors and assigns, defaults under any
          terms or provisions of any security agreement or mortgage between the
          Company, its successors and assigns and CIT, and such default
          continues beyond any applicable grace period, if any;

          (iii) The Company, or its successor and assigns, or CIT, at any time
          while this Note is outstanding, terminates the Factoring Agreement or
          the Factoring Agreement expires pursuant to its terms or ceases to be
          in full force and effect for any reason, or the Company or its
          successors and assigns breaches the Factoring Agreement in any
          material respect, or fails to pay when due any indebtedness owing to
          CIT;

          (iv) The Company, or its successors and assigns, defaults in the
          performance of: (a) any of the Term Loan Covenants contained herein,
          or (b) any affirmative or negative warranty, covenant or agreement
          contained in any other written agreement between the Company, or its
          successors and assigns, and CIT;

          (v) The Company, or its successors and assigns, becomes insolvent,
          commits an act of bankruptcy, makes a general assignment for the
          benefit of creditors, discontinues its business as a going concern or
          calls a meeting of its creditors; or the Company files any petition
          under any bankruptcy law or act of for the appointment of a receiver,
          or there is commenced by the Company under any bankruptcy or
          insolvency law or act any proceeding for the relief of the Company or
          for the composition, extension, arrangement or readjustment of any
          obligation of the Company; the Company has filed against it any
          petition under any bankruptcy law or act or for the appointment of a
          receiver or there is commenced against the Company under any
          bankruptcy or insolvency law or act any proceeding for the relief of
          the Company or for the composition, extension, arrangement or
          adjustment of any obligation of the Company and such petition or
          proceeding is not dismissed within thirty (30) days of its filing or
          commencement;

          (vi) There occurs a change in the controlling ownership of the
          Company;

          (vii) Any judgment is rendered or judgment liens filed against the
          Company in excess of Five Thousand and 00/100 U.S. Dollars ($5,000.00)
          individually, or Ten Thousand and 00/100 U.S. Dollars ($10,000.00) in
          the aggregate which within fifteen (15) days of such rendering or
          filing is not either satisfied, stayed or discharged of record;

          (viii) Issuance of a notice of a lien, levy, assessment, injunction or
          attachment against a material portion of any of the Company's property
          which is not stayed or lifted within fifteen (15) days; and


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          (ix) Robert A. Levinson ceases to be actively engaged in the
          management of the Company or the stock of the Company held by him and/
          or the members of his immediately family is transferred other than to
          him or the members of his immediate family;

     then, the entire sum remaining unpaid under this Note, together with
     accrued interest thereon, shall become immediately due and payable on
     demand, at the option of CIT.

     The Company hereby waives due diligence, demand, presentment and protest
     and any notices thereof as well as notice of nonpayment. No delay or
     omission of CIT to exercise any right or remedy hereunder, whether before
     or after the happening of any breach or Event of Default, shall impair any
     such right or shall operate as a waiver thereof or as a waiver of any such
     breach or Event of Default. No single or partial exercise by CIT of any
     right or remedy shall preclude any other further exercise thereof, or
     preclude any other right or remedy. The rights and remedies herein provided
     are cumulative and are not exclusive of any rights or remedies provided by
     law or in equity.

     This Note shall be deemed to be a contract made under the laws of the State
     of New York and shall be governed by and construed in accordance with the
     laws of said state.

     Repayment of all amounts due under this Note are secured by all liens and
     security interests heretofore or hereafter granted to CIT by the Company in
     its assets, including, but not limited to the security interests granted
     pursuant to the Agreements (as defined hereinabove).

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by their corporate officers thereunto duly authorized, and its corporate seal to
be affixed hereto, and as of the day and year first above written.




                                             LEVCOR INTERNATIONAL CORP.


                                             By /s/ Robert Levinson
                                                ----------------------------
                                                Robert Levinson
                                                President and Secretary



Attest:

/s/ Robert Levinson
------------------------
Robert Levinson
Secretary

(Corporate Seal)