Exhibit 10.1
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                              TERM PROMISSORY NOTE
                              --------------------


$2,000,000.00                                         Jan 24, 2002


         CARLYLE INDUSTRIES, 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 TWO MILLION AND 00/100 U.S. DOLLARS
($2,000,000.00) 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' fee).
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 the assets and Collateral pledged by the Company under
the Financing Agreement and the loan and security documents executed in
connection therewith, dated as of the date hereof, as the same may be amended
from time to time (collectively, the "Agreement") and 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 _____, 2002 executed by Robert A. Levinson in favor of CIT, and
(b) that certain Guaranty dated Jan 23, 2002 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-five (25) equal
consecutive monthly installments of Twelve Thousand U.S. Dollars ($12,000.00)
each, with the first installment due and payable on February 1, 2002 and each
subsequent installment due and payable on the first business day of each month
thereafter, and a twenty sixth (26th) and final installment of One Million Seven
Hundred Thousand Dollars and 00/100 U.S. Dollars ($1,700,000.00).

The Chase Prime Rate is the per annum rate of interest publicly announced by
JPMorgan Chase 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.

The Company may, at its option, prepay all or 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
<PAGE>

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.       The Company shall maintain its and its consolidated subsidiaries'
         books, records and accounts in accordance with generally accepted
         accounting principles consistently applied. The Company shall, at any
         time and from time to time, furnish to CIT such balance sheets,
         earnings statements, financial statements and other reasonable
         information regarding the Company's business affairs and financial
         condition, including, without limitation, schedules, agings and
         reports, as we may request, and in any event the Company shall furnish
         CIT: (a) as soon as possible, but not later than one hundred twenty
         (120) days after the close of each of the Company's fiscal years, the
         Company's and the Company's consolidated subsidiaries' financial
         statements as of the end of such year, with (i) such consolidated
         statements audited by a firm of independent certified public
         accountants of recognized standing, selected by the Company and
         acceptable to CIT, and (ii) such consolidating statements certified by
         an authorized financial or accounting officer of the Company; and (b)
         as soon as possible, but not later than sixty (60) days after the end
         of each quarter hereafter, the Company's and the Company's consolidated
         subsidiaries' interim financial statements as of the end of such period
         and of the portion of the Company's fiscal year then elapsed, certified
         by any authorized financial or accounting officer of the Company, all
         prepared in accordance with generally accepted accounting principles
         consistently applied, and fairly presenting the financial position and
         results of the Company's and the Company's consolidated subsidiaries'
         operations for such period. All such financial statements do or shall
         fairly present the Company's financial condition as of the dates
         thereof or the results of the Company's operations for the periods for
         which the same are furnished. All such other information is or shall
         be, at the time the same is so furnished, accurate and correct in all
         material respects and complete insofar as completeness may be necessary
         to give CIT a true and accurate depiction of the subject matter
         thereof.

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 set forth in the Agreement, 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,


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<PAGE>

         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 judgment (whether as a result of a purchase money or
         title retention transaction, 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 Two Hundred Fifty Thousand and 00/100 U.S.
         Dollars ($250,000.00) 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 5 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 5.

8.       Not sell, lease, assign, transfer or otherwise dispose of either all or
         substantially all 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 being 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,
         of 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 and may make loans to the Company's wholly owned
         subsidiaries per the terms of the Agreement.

12.      Not make any advance or loan to, or any investment in, any firm,
         entity, person or corporation other than as contemplated by paragraph
         11 above.

13.      Not contract for, purchase, make expenditure for, lease, or otherwise
         incur obligations with respect to capital improvements or fixed asset


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<PAGE>

         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).

If any of the following "Events 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 and
         such default continues unremedied for five (5) days;

         (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 Agreement or the
         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 Agreement in any material respect, or fails to pay when
         due any indebtedness owing to CIT in accordance with the terms hereof
         or as required under the Agreement;

         (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 or 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,
         as may be further set forth and, if applicable, in accordance with the
         terms of the Agreement;

         (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;


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<PAGE>

         (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;

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

         (x) Upon any default or event of default under the Agreement or the
         Agreements

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, all as of the day and year first above
written.


                                       CARLYLE INDUSTRIES, INC.



                                       By /s/ ROBERT A. LEVINSON
                                          ----------------------
                                       Name:  Robert A. Levinson
                                       Title: President


Attest:


/s/ EDWARD F. COOKE
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Secretary


(Corporate Seal)


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