Exhibit
10.46

ENDORSEMENT NO. 1TO PROMISSORY NOTE

ENDORSEMENT
NO. 1, dated as of February 5, 2008 to the Promissory Note, dated November 27,
2007 (the Note) by LEVCOR INTERNATIONAL, INC., a New York corporation (the Borrower)
in favor of JPMORGAN CHASE BANK, a New York banking corporation (the Bank).

WHEREAS,
the Borrower has executed and delivered to the Bank the Note; and

WHEREAS,
the Borrower and the Bank desire to amend the Note on the terms and conditions
set forth herein to change the maturity date of the Note to January 5, 2009;

NOW,
THEREFORE, in consideration of the premises contained herein and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:

| |    |                                                                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | the date January 1, 2009 which appears in first
  line thereof is hereby deleted and the date January 5, 2009 is substituted
  in its place.
| |    |                                                                                                                                                 
| | 2. | Except as otherwise expressly provided herein, the
  terms and conditions of the Note shall continue in full force and effect.                  
| |    |                                                                                                                                                 
| | 3. | This Endorsement No. 1 shall be governed by and
  construed in accordance with New York law.                                                    

IN
WITNESS WHEREOF, the parties hereto have caused this Endorsement No. 1 to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

|                           |                        |     |                        
|-------------------------- | ---------------------- | --- | -----------------------
|LEVCOR INTERNATIONAL, INC. | JPMORGAN CHASE BANK   
|                           |                        |     |                        
|By:                        | /s/ Robert A. Levinson | By: | /s/ William M. Cimbol  
|                           |                        |     |                        
|                           | Title:                 |     | William M. Cimbol, V.P.

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ACKNOWLEDGMENT AND CONSENT

The
undersigned hereby consents to the execution and delivery by LEVCOR
INTERNATIONAL, INC. (Levcor) of Endorsement No. 1, dated February 5,
2008 (the Endorsement) to the Promissory Note, dated November 27, 2007
made by Levcor to JPMORGAN CHASE BANK (the Bank) in the principal amount of
$3,200,000 (the Note) and acknowledges and agrees that the execution
and delivery by Levcor of the Endorsement to the Note shall have no effect upon
(a) the undersigneds Guaranty, dated April 30, 2002 (the Guaranty)
of Levcors obligations to the Bank pursuant to the Note, (b) the undersigneds
Pledge Agreement, dated January 24, 2003 (the Pledge Agreement) granting to
the Bank a security interest in a certain collateral securities account
maintained at LEHMAN BROTHERS INC. (LBI) and (c) the Pledged
Collateral Account Control Agreement, dated as of April 29, 2002 (the Control
Agreement), executed by the undersigned, LBI and the Bank, each of which
shall remain in full force and effect.
Undersigned further confirms that no Default or Event of Default has
occurred or is continuing pursuant to the terms of the Note, the Guaranty or
the Control Agreement.

| |                        | 
| | ---------------------- | 
| | /s/ Robert A. Levinson
| |                       
| | Robert A. Levinson    

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