Exhibit 10.7



|                    |  |   |             
|------------------- |  | - | ------------
|Baltimore, Maryland |  | $ | 2,500,000.00
|November 24, 2003   |  |   |             



AMENDED AND RESTATED

DEMAND PROMISSORY NOTE



FOR VALUE RECEIVED, the undersigned, AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation (BORROWER), promises to pay to the order of K
BANK, formerly known as KEY BANK AND TRUST (LENDER), at the LENDERS offices at 7F Gwynns Mill Court, Owings Mills, Maryland 21117, or at such other places as the holder of this Promissory Note may from time to time designate, the
principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00), or so much as may have been advanced to the BORROWER as proceeds of the LOAN, as such term is defined and described in the Loan And Security Agreement
(AGREEMENT) dated September 11, 2003 the LENDER and the BORROWER, together with interest thereon at the rate or rates hereafter specified until paid in full and any and all other sums which may be owing to the holder of this Promissory
Note by the BORROWER pursuant to this Promissory Note. The following terms shall apply to this Promissory Note.



1. Interest Rate. Interest shall accrue on the unpaid principal balance of this Promissory Note until paid in full at the higher of: (a) seven and
one-half percent (7.5%); or (b) the annual fluctuating rate of interest which shall equal the rate obtained by adding two percent (2.0%) to the PRIME RATE OF INTEREST of the LENDER in effect from time to time. The term PRIME RATE
OF INTEREST means the highest prime rate of interest on corporate loans at large U.S. Money Center Banks as presently published by The Wall Street Journal (Eastern Edition) under the heading or column entitled Money Rates or
in a future substitute heading, column, or subheading published by The Wall Street Journal, or succeeding nationally recognized publication selected by the LENDER. Changes in the applicable interest rate shall be made as of, and immediately
upon, the occurrence of changes in the PRIME RATE OF INTEREST.



2. Calculation Of Interest. Interest shall be calculated on the basis of a three hundred sixty (360) days per year factor applied to the actual days on which there exists an unpaid balance hereunder.



3. Repayment. Accrued and unpaid interest, plus any then due
applicable late payment charges or default interest, shall be paid in consecutive monthly payments beginning on the fifteenth calendar day of the first month immediately following the date of this Promissory Note and continuing on the fifteenth
calendar day of each succeeding month. ALL SUMS OUTSTANDING HEREUNDER, INCLUDING PRINCIPAL, INTEREST, CHARGES AND FEES, ARE PAYABLE IN FULL ON THAT DAY OCCURRING SIXTY (60) CALENDAR DAYS AFTER THE DEMAND OF THE HOLDER OF THIS PROMISSORY NOTE;
PROVIDED, HOWEVER, THAT IF THERE IS AN EVENT OF DEFAULT (AS SUCH TERM IS DEFINED IN THE AGREEMENT) ALL SUMS OUTSTANDING HEREUNDER ARE PAYABLE IN FULL IMMEDIATELY UPON THE DEMAND OF THE LENDER. DEMAND FOR PAYMENT IN FULL OF ALL SUMS DUE
HEREUNDER MAY BE MADE AT ANY TIME BY THE HOLDER OF THIS PROMISSORY NOTE, WITHOUT PRIOR NOTICE AND WITHOUT REGARD AS TO WHETHER OR NOT A DEFAULT OR VIOLATION OF ANY OF THE BORROWERS OBLIGATIONS UNDER THIS PROMISSORY NOTE IS THEN EXISTING OR
CONTINUING.



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4. Late Payment Charge. If any payment due hereunder, other than any principal payment due on
acceleration or demand, is not received by the holder within fifteen (15) calendar days after its due date, the BORROWER shall pay a late payment charge equal to five percent (5%) of the amount (excluding any principal due as a result of
acceleration or demand) then due and payable. The late payment charge shall be due whether or not the holder declares this Promissory Note in default or accelerates and demands immediate payment of the sums due hereunder. The existence of the right
by the holder to receive a late payment charge shall not constitute a grace period or provide any right in the BORROWER to make a payment other than on its due date.



5. Application Of Payments. All payments made hereunder shall be applied first to late payment charges or other sums
owed to the holder, next to accrued interest, and then to principal, or in such other order or proportion as the holder, in the holders sole discretion, may elect from time to time.



6. Prepayment. The BORROWER may prepay this Promissory Note in whole or in part at any time without premium or
additional interest. All prepayments made upon the unpaid principal balance of this Promissory Note shall be applied to the unpaid principal balance in the inverse order of scheduled maturities.



7. Rights Upon Occurrence Of An Event Of Default. Upon the occurrence
of an EVENT OF DEFAULT, as such term is defined in the AGREEMENT, the holder of this Promissory Note shall have the following rights in addition to such other rights and remedies as are authorized by the AGREEMENT or otherwise available
to the holder under applicable laws:



7.1.
Acceleration. The holder of this Promissory Note, in the holders sole discretion and without notice or demand, may accelerate and declare due and immediately owing the entire unpaid principal balance plus accrued interest and all other
sums payable to the holder in accordance with the terms of any of the LOAN DOCUMENTS, as such term is defined in the AGREEMENT.



7.2. Default Interest Rate. The holder of this Promissory Note, in the holders sole discretion and without notice or demand, may raise the
rate of interest accruing on the unpaid principal balance by two (2) percentage points above the rate of interest otherwise applicable, independent of whether the holder elects to accelerate the unpaid principal balance as a result of such default,
unless prior to the imposition of the default rate of interest, the BORROWER cures such event to the satisfaction of the holder hereof. Any individual waiver of the holders right to impose the default rate of interest shall not be considered a
waiver of this section or any future right of the holder to impose the default rate of interest pursuant to this Section.



7.3. Confession Of Judgment. The BORROWER authorizes any attorney admitted to practice before any court of record in the United States to appear on
its behalf in any court in one or more proceedings, or before any clerk thereof or prothonotary or other court official, and to confess judgment against the BORROWER in favor of the holder of this Promissory Note in the full amount due on this
Promissory Note (including principal, accrued interest and any and all charges, fees and costs) plus attorneys fees equal to fifteen percent (15%) of the amount due, plus court costs, all without prior notice or opportunity of the BORROWER for
prior hearing. The BORROWER agrees and consents that venue and jurisdiction shall be proper in the Circuit Court of any County of the State of Maryland or of Baltimore City, Maryland, or in the United States District Court for the District of
Maryland. The BORROWER waives the benefit of any and every statute, ordinance, or rule of court which may



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be lawfully waived conferring upon it any right or privilege of exemption, homestead rights, stay of execution, or
supplementary proceedings, or other relief from the enforcement or immediate enforcement of a judgment or related proceedings on a judgment. The authority and power to appear for and enter judgment against the BORROWER shall not be exhausted by one
or more exercises thereof, or by any imperfect exercise thereof, and shall not be extinguished by any judgment entered pursuant thereto; such authority and power may be exercised on one or more occasions from time to time, in the same or different
jurisdictions, as often as the holder shall deem necessary, convenient, or proper. In the event that the holder receives, as a result of execution on a judgment confessed hereunder, attorneys fees which exceed the actual legal fees incurred by
the holder in connection with the unpaid balance due to the holder pursuant to this Promissory Note, then, upon full and final payment of all other sums due and owing to the holder pursuant to this Promissory Note and payment of the actual
attorneys fees incurred by the holder, the holder shall remit such excess amount of attorneys fees to the BORROWER.



8. Expenses Of Collection And Attorneys Fees. Should this Promissory Note be referred to an attorney for collection, whether or not judgment
has been confessed or suit has been filed, the BORROWER shall pay all of the holders reasonable costs, fees and expenses, including reasonable attorneys fees, resulting from such referral.



9. Waiver Of Defenses. In the event any one or more holders of this
Promissory Note transfer this Promissory Note for value, the BORROWER agrees that all subsequent holders of this Promissory Note who take for value and without actual knowledge of a claim or defense of the BORROWER against a prior holder shall not
be subject to any claims or defenses which the BORROWER may have against a prior holder, all of which are waived as to the subsequent holder, and that all such subsequent holders shall have all rights of a holder in due course with respect to the
BORROWER even though the subsequent holder may not qualify, under applicable law, absent this section, as a holder in due course. The BORROWER shall retain all rights and claims which the BORROWER may have against prior holders despite any such
transfers and the waiver of defenses provided in this section as to subsequent holders.



10. Waiver Of Protest. The BORROWER, and all other parties to this Promissory Note, whether maker, indorser, or guarantor, waive presentment, notice of dishonor and protest.



11. Extensions Of Maturity. All parties to this Promissory Note,
whether maker, indorser, or guarantor, agree that the maturity of this Promissory Note, or any payment due hereunder, may be extended at any time or from time to time without releasing, discharging, or affecting the liability of such party.



12. Manner And Method Of Payment. All payments called
for in this Promissory Note shall be made in lawful money of the United States of America. If made by check, draft, or other payment instrument, such check, draft, or other payment instrument shall represent immediately available funds. In the
holders discretion, any payment made by a check, draft, or other payment instrument shall not be considered to have been made until such time as the funds represented thereby have been collected by the holder. Should any payment date fall on a
non-banking day, the BORROWER shall make the payment on the next succeeding banking day.



13. Maximum Rate Of Interest. Any provision contained in any of the LOAN DOCUMENTS to the contrary notwithstanding, the holder of this Promissory Note shall not be entitled to receive or collect, nor shall the
BORROWER be obligated to pay, interest hereunder in excess of the maximum rate of interest permitted by the laws of any state determined to be applicable thereto or the laws of the United States of America applicable to loans in such



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applicable state or states, and if any provisions of this Promissory Note or of any of the other LOAN DOCUMENTS shall
ever be construed or held to permit or require the charging, collection or payment of any amount of interest in excess of that permitted by such laws applicable thereto, the provisions of this paragraph shall control and shall override any contrary
or inconsistent provision. The intention of the parties is to at all times conform strictly with all applicable usury laws, and other applicable laws regulating the rates of interest which may be lawfully charged upon the credit facility evidenced
by this Promissory Note. The interest to be paid in accordance with the terms of this Promissory Note shall be held subject to reduction to the amount allowed under any usury or other laws as now or hereafter construed by the courts having
jurisdiction, and any sums of money paid in excess of the interest rate allowed by law shall be applied in reduction of the principal amounts owing under this Promissory Note.



14. Notices. Any notice or demand required or permitted by or in connection with this Promissory Note shall be given
in the manner specified in the AGREEMENT for the giving of notices under the AGREEMENT. Notwithstanding anything to the contrary, all notices and demands for payment from the holder actually received in writing by the BORROWER shall be considered to
be effective upon the receipt thereof by the BORROWER regardless of the procedure or method utilized to accomplish delivery thereof to the BORROWER.



15. Assignability. This Promissory Note may be assigned by the LENDER or any holder at any time or from time to time without notice to or consent
from the BORROWER.



16. Binding Nature. This Promissory
Note shall inure to the benefit of and be enforceable by the LENDER and the LENDERS successors and assigns and any other person to whom the LENDER or any holder may grant an interest in the BORROWERS obligations hereunder, and shall be
binding and enforceable against the BORROWER and the BORROWERS successors and assigns.



17. Invalidity Of Any Part. If any provision or part of any provision of this Promissory Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Promissory Note and this Promissory Note shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent
of its invalidity, illegality, or unenforceability.



18.
Choice Of Law. The laws of the State of Maryland (excluding, however, conflict of law principles) shall govern and be applied to determine all issues relating to this Promissory Note and the rights and obligations of the parties hereto,
including the validity, construction, interpretation, and enforceability of this Promissory Note and its various provisions and the consequences and legal effect of all transactions and events which resulted in the issuance of this Promissory Note
or which occurred or were to occur as a direct or indirect result of this Promissory Note having been executed.



19. Consent To Jurisdiction; Agreement As To Venue. The BORROWER irrevocably consents to the non-exclusive jurisdiction of the courts of the State
of Maryland and of the United States District Court for the District of Maryland, if a basis for federal jurisdiction exists. The BORROWER agrees that venue shall be proper in any circuit court of the State of Maryland selected by the LENDER or in
the United States District Court for the District of Maryland if a basis for federal jurisdiction exists and waives any right to object to the maintenance of a suit in any of the state or federal courts of the State of Maryland on the basis of
improper venue or of inconvenience of forum.



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20. Unconditional Obligations. The BORROWERS obligations under this Promissory Note shall be
the unconditional duty and obligation of the BORROWER and shall be independent of any rights of set-off, recoupment or counterclaim which the BORROWER might otherwise have against the holder of this Promissory Note. The BORROWER shall pay absolutely
the payments of principal, interest, fees and expenses required hereunder, free of any deductions and without abatement, diminution or set-off.



21. Seal And Effective Date. This Promissory Note is an instrument executed under seal and is to be considered effective and enforceable as of the
date set forth on the first page hereof, independent of the date of actual execution and delivery.



22. Tense; Gender; Defined Terms; Section Headings. As used herein, the singular includes the plural and the plural includes the singular. A
reference to any gender also applies to any other gender. Defined terms are entirely capitalized throughout. The section headings are for convenience only and are not part of this Promissory Note.



23. Actions Against Lender. Any action brought by the BORROWER against
the LENDER which is based, directly or indirectly, on this Promissory Note or any matter in or related to this Promissory Note, including but not limited to the making of the loan evidenced hereby or the administration or collection thereof, shall
be brought only in the courts of the State of Maryland. The BORROWER may not file a counterclaim against the LENDER in a suit brought by the LENDER against the BORROWER in a state other than the State of Maryland unless under the rules of procedure
of the court in which the LENDER brought the action the counterclaim is mandatory, and not merely permissive, and will be considered waived unless filed as a counterclaim in the action instituted by the LENDER. The BORROWER agrees that any forum
other than the State of Maryland is an inconvenient forum and that a suit brought by the BORROWER against the LENDER in a court of any state other than the State of Maryland should be forthwith dismissed or transferred to a court located in the
State of Maryland by that Court.



24. Waiver Of Jury
Trial. The BORROWER (by execution of this Promissory Note) and the LENDER (by acceptance of this Promissory Note) agree that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by or against the BORROWER or the
LENDER, or any successor or assign of the BORROWER or the LENDER, on or with respect to this Promissory Note or any of the other LOAN DOCUMENTS, or which in any way relates, directly or indirectly, to the obligations of the BORROWER to the LENDER
under this Promissory Note or any of the other LOAN DOCUMENTS, or the dealings of the parties with respect thereto, shall be tried only by a court and not by a jury. THE BORROWER AND THE LENDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY
IN ANY SUCH SUIT, ACTION, OR PROCEEDING.



25. Amendment
and Restatement. This Promissory Note amends and restates in its entirety the Demand Promissory Note dated September 11, 2003 in the principal amount of Two Million Dollars ($2,000,000.00) (ORIGINAL NOTE). This Promissory Note does
not constitute a novation of the BORROWERS obligations under the ORIGINAL NOTE but an amendment and restatement of such obligations and an increase in the maximum amount of such obligations.



IN WITNESS WHEREOF, the BORROWER has duly executed this Promissory Note under
seal as of the date first above written.



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|                |  |                                     |  |                         |  |       
|--------------- |  | ----------------------------------- |  | ----------------------- |  | ------
|WITNESS/ATTEST: |  | THE BORROWER:                      
|                | 
|                |  | AVATECH SOLUTIONS SUBSIDIARY, INC.,
|                |  | A Delaware Corporation             
|                |  |                                     | 
|/s/             |  | By:                                 |  | /s/ Beth O. MacLaughlin |  | (SEAL)
|                |  | Name:                               |  | Beth O. MacLaughlin     |  |       
|                |  | Title:                              |  | VP/CFO                  |  |