<PAGE>


CIT Corporation
1211 Avenue of the Americas
New York NY 10036



[Logo]   CIT

                                                       December 31, 2001



LEVCOR INTERNATIONAL, INC.
462 Seventh Avenue, 20th Floor
New York, New York 10018


Gentlemen:


Reference is made (i) the Term Promissory Note drawn by you in our favor in the
principal amount of $1,500,000.00 dated December 15, 2000, as amended (herein
the "Term Note"), (ii) the Factoring Agreement between us dated September 17,
1998, as amended (herein the "Factoring Agreement"), (iii) the Equipment
Security Agreement between the Company and us dated September 1, 1999, as
amended, (iv) that certain Brokerage Account Pledge and Security Agreement dated
September 1, 1999 executed by Robert A. Levinson in our favor, as amended, and
(v) that certain Guaranty dated September 17, 1998 executed by Robert A.
Levinson in our favor (collectively the "Agreements"). Capitalized terms used
herein shall have the meanings ascribed to them in the Factoring Agreement and
Term Note unless specifically defined herein.

Pursuant to mutual understanding, the third paragraph on the first page of the
Term Note is hereby amended by deleting it in its entirety and inserting the
following in lieu thereof:

     "The principal balance of this Note shall be payable in thirty-five (35)
     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 of each month thereafter,
     and a thirty-sixth (36th) and final installment of One Million One Hundred
     Ninety-Five Thousand Six Hundred Fifty-Two Dollars and 25/100 U.S. Dollars
     ($1,195,652.25) due and payable on January 1, 2004."

Pursuant to mutual understanding, the Factoring Agreements is hereby amended as
follows:

  1. Paragraph  15.1 of  Section  15 of the  Factoring  Agreement is hereby
     amended by deleting the following:

     "Commencing September 2, 1999, if the actual factoring fees or charges paid
     to us by you during any year or part thereof (a "Period") is less than One
     Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00) (the "Minimum
     Factoring Fees"), we shall charge your account as of the end of such Period
     with an amount equal to the difference between the actual factoring fees or
     charges paid during such Period and said Minimum Factoring Fees; provided,
     however, in the event the Term Promissory Note is paid and satisfied in
     full prior to one (1) year from the



                                  Page 1 of 2


<PAGE>


     date hereof,  the Minimum Factoring Fees shall  automatically be reduced to
     One Hundred Thousand and 00/100 Dollars ($100,000.00)."

and inserting the following in lieu thereof:

     "Commencing September 2, 1999, if the actual factoring fees or charges paid
     to us by you during any consecutive twelve (12) month period or part
     thereof (a "Period") is less than Eighty-Four Thousand and 00/100 Dollars
     ($84,000.00) (the "Minimum Factoring Fees"), we shall charge your account
     as of the end of such Period with an amount equal to the difference between
     the actual factoring fees or charges paid during such Period and said
     Minimum Factoring Fees."

 2.  Paragraph 16.1 of Section 16 of the Factoring Agreement is hereby amended
     by deleting the second sentence in its entirety and inserting the following
     in lieu thereof.

     "Anniversary Date" means January 1, 2004, and the same month and date in
     each year thereafter."

No other change in the terms or provisions of the Term Note and/or Factoring
Agreement are intended or implied. If the foregoing is in accordance with your
understanding, please so indicate by signing and returning to us the enclosed
copy of this letter. In addition, we have asked the Guarantor to sign below to
confirm his respective guaranty and pledge agreement shall continue in full
force and effect notwithstanding the foregoing amendment, and agree that the
Company's Obligations (as defined in the Agreements) under the Term Note are
hereby deemed to constitute the Obligations of the Company pursuant to the
Agreements.


                                                Very truly yours,
                                                THE CIT GROUP/COMMERCIAL
                                                  SERVICES, INC.

                                                By /s/  Anthony Montemarano
                                                   -----------------------------
                                                   Name: Anthony Montemarano
                                                   Title:  AVP


Read and Agreed:


LEVCOR INTERNATIONAL, INC.


By /s/ Robert Levinson
   -------------------------------
   Name:  Robert Levinson
   Title: President


Read and Confirmed:


/s/ Robert Levinson
----------------------------------
Robert Levinson, Individually


                                  Page 2 of 2