Exhibit 10.7



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCENTIA BIOPHARMACEUTICALS,
INC. THAT SUCH REGISTRATION IS NOT REQUIRED.



AMENDED
AND RESTATED SECURED NON-CONVERTIBLE REVOLVING NOTE



FOR VALUE RECEIVED, each of ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the Parent), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a
Company and collectively, the Companies), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the Holder) or its registered assigns or successors in interest, the sum of Five Million Dollars ($5,000,000), without duplication of any amounts owing by the Companies to the
Holder under the Second Minimum Borrowing Note (as defined in the Security Agreement referred to below), or, if different, the aggregate principal amount of all Loans (as defined in the Security Agreement referred to below), together with any
accrued and unpaid interest hereon, on April 29, 2006 (the Maturity Date) if not sooner indefeasibly paid in full; provided, however, if the Parent shall have consummated the Initial Public Offering (as defined
in the Security Agreement referred to below) on or prior to March 31, 2006, the Maturity Date shall be April 29, 2008. This Secured Non-Convertible Revolving Note amends and restates in its entirety (and is given in substitution for and
not in satisfaction of) that certain $5,000,000 Secured Revolving Note made by the Company in favor of Holder on April 29, 2006.



Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement among the Companies and the
Holder dated as of the date hereof (as amended and restated, further amended, modified and/or supplemented from time to time, the Security Agreement).



The following terms shall apply to this Amended and Restated Secured Non-Convertible Revolving Note (this
Note):



ARTICLE I

CONTRACT RATE AND MINIMUM BORROWING NOTE



1.1 Contract Rate. Subject to Sections 3.2 and 4.10, interest payable on the outstanding principal amount of this Note (the Principal
Amount) shall accrue at a rate per annum equal to the prime rate published in The Wall Street Journal from time to time (the Prime Rate), plus two percent (2.0%) (the Contract
Rate). The Contract Rate shall be increased or decreased as the case may be for each increase or decrease in the Prime Rate in an amount equal to such increase or decrease in the Prime Rate; each change to be effective as of the day of the
change in the Prime Rate. Subject to Section 1.2, the Contract Rate shall not at



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any time be less than seven and three-quarters percent (7.75%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable
monthly, in arrears, commencing on May 4, 2005 on the first business day of each consecutive calendar month thereafter through and including the Maturity Date, and on the Maturity Date, whether by acceleration or otherwise.



1.2 Contract Rate Adjustments and Payments. The Contract Rate shall be
calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date
(each a Determination Date) and shall be subject to adjustment as set forth herein.



ARTICLE II

[INTENTIONALLY OMITTED]



ARTICLE III

EVENTS OF DEFAULT AND DEFAULT RELATED PROVISIONS



3.1 Events of Default. The occurrence of an Event of Default under the Security Agreement shall constitute an event of default (Event of
Default) hereunder.



3.2 Default Interest.
Following the occurrence and during the continuance of an Event of Default, the Companies shall, jointly and severally, pay additional interest on the outstanding principal balance of this Note in an amount equal to one and one half percent
(1.5%) per month, and all outstanding Obligations, including unpaid interest, shall continue to accrue interest at such additional interest rate from the date of such Event of Default until the date such Event of Default is cured or waived.



3.3 Default Payment. Following the occurrence and
during the continuance of an Event of Default, the Holder, at its option, may elect, in addition to all rights and remedies of the Holder under the Security Agreement and the other Ancillary Agreements and all obligations and liabilities of each
Company under the Security Agreement and the other Ancillary Agreements, to require the Companies, jointly and severally, to make a Default Payment (Default Payment). The Default Payment shall be 130% of the outstanding principal
amount of the Note, plus accrued but unpaid interest, all other fees then remaining unpaid, and all other amounts payable hereunder. The Default Payment shall be applied first to any fees due and payable to the Holder pursuant to the Notes, the
Security Agreement and/or the Ancillary Agreements, then to accrued and unpaid interest due on the Notes and then to the outstanding principal balance of the Notes. The Default Payment shall be due and payable immediately on the date that the Holder
has exercised its rights pursuant to this Section 3.3.



ARTICLE IV

MISCELLANEOUS



4.1 [Intentionally Omitted].



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4.2 Cumulative Remedies. The remedies under this Note shall be cumulative.



4.3 Failure or Indulgence Not Waiver. No failure or delay on the part
of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any
other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.



4.4 Notices. Any notice herein required or permitted to be given shall be in writing and shall be deemed effective given (a) upon personal
delivery to the party notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective
Company at the address provided for such Company in the Security Agreement executed in connection herewith, and to the Holder at the address provided in the Security Agreement for the Holder, with a copy to John E. Tucker, Esq., 825 Third Avenue,
14thFloor, New York, New York 10022, facsimile number (212) 541-4434, or at such other address as the
respective Company or the Holder may designate by ten days advance written notice to the other parties hereto. A Notice of Conversion shall be deemed given when made to the Parent pursuant to the Purchase Agreement.



4.5 Amendment Provision. The term Note and all references
thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument as such successor instrument may be amended or
supplemented.



4.6 Assignability. This Note shall be
binding upon each Company and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder in accordance with the requirements of the Security Agreement. No Company may
not assign any of its obligations under this Note without the prior written consent of the Holder, any such purported assignment without such consent being null and void.



4.7 Cost of Collection. In case of any Event of Default under this Note, the Companies shall, jointly and severally,
pay the Holder the Holders reasonable costs of collection, including reasonable attorneys fees.



4.8 Governing Law, Jurisdiction and Waiver of Jury Trial.



(a) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.



(b) EACH COMPANY HEREBY CONSENTS AND AGREES
THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW



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YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY COMPANY, ON THE ONE HAND, AND THE HOLDER,
ON THE OTHER HAND, PERTAINING TO THIS NOTE, THE SECURITY AGREEMENT OR ANY OF THE OTHER ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE, THE SECURITY AGREEMENT OR ANY OF THE OTHER ANCILLARY AGREEMENTS PROVIDED,
THAT EACH COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR
OF THE HOLDER. EACH COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS. EACH COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANYS ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID



(c) EACH
COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH COMPANY HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER, AND/OR ANY COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM
IN CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, ANY OTHER ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.



4.9 Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of this Note.



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4.10 Maximum Payments. Nothing contained herein shall be deemed to establish or require the
payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum rate permitted by such law, any payments in
excess of such maximum rate shall be credited against amounts owed by the Companies to the Holder and thus refunded to the Companies.



4.11 Security Interest and Guarantee. The Holder has been granted a security interest in (i) certain assets of the Companies as more fully
described in the Security Agreement and the Master Security Agreement (ii) the equity interests of certain Subsidiaries of the Parent pursuant to the Stock Pledge Agreement dated as of the date hereof and (iii) the equity interests of Star
Scientific, Inc. held by The Francis E. ODonnell, Jr. Irrevocable Trust No. 1 pursuant to the ODonnell Stock Pledge Agreement dated as of the date hereof. The obligations of the Companies under this Note are guaranteed by certain
Subsidiaries of the Parent, pursuant to the Subsidiaries Guaranty dated as of the date hereof.



4.12 Registered Obligation. This Note is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and the Companies (or their agent) shall register this
Note (and thereafter shall maintain such registration) as to both principal and any stated interest. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of
principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Companies of this Note to the new holder or the issuance by the Companies of a new instrument to the new holder, or
(ii) transfer through a book entry system maintained by the Companies (or their agent), within the meaning of Treasury Regulation Section 1871-14(c)(1)(i)(B).



4.13 Construction. Each party acknowledges that its legal counsel participated in the preparation of this Note and,
therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.



[Balance of page intentionally left blank; signature page follows]



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IN WITNESS WHEREOF, each Company has caused this Amended and Restated Secured Non-Convertible
Revolving Note to be signed in its name effective as of this 29th day of April 2005.



|          |  |                                   |  | 
|--------- |  | --------------------------------- |  | 
|          |  | ACCENTIA BIOPHARMACEUTICALS, INC.
|          |  |                                  
|          |  | By:                               |  | 
|          |  | Name:                             |  | 
|          |  | Title:                            |  | 
|WITNESS:  |  |                                   |  | 
|          |  |                                  
|          |  |                                   |  | 
|          | 
|          |  | THE ANALYTICA GROUP, INC.        
|          |  |                                  
|          |  | By:                               |  | 
|          |  | Name:                             |  | 
|          |  | Title:                            |  | 
|WITNESS : |  |                                   |  | 
|          |  |                                  
|          |  |                                   |  | 



6



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EXHIBIT A



OTHER COMPANIES



THE ANALYTICA GROUP, INC., a Florida corporation