Exhibit 10.2
                                                                    ------------


                                ENDORSEMENT NO. 1
                               TO PROMISSORY NOTE
                               ------------------


         ENDORSEMENT NO. 1, dated as of May 2, 2003 to the Promissory Note,
dated May 3, 2002 (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
May 2, 2005;

         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 "May 3, 2004" which appears in first line thereof is
             hereby deleted and the date "May 2, 2005" 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.


                                       By: /s/ ROBERT A. LEVINSON
                                           -------------------------------------
                                       Title:  Chairman, Pres., CEO


                                       JPMORGAN CHASE BANK


                                       By: /s/ JOHN J. MULVEY, V.P.
                                           -------------------------------------
<PAGE>

                           ACKNOWLEDGEMENT AND CONSENT


The undersigned hereby consents to the execution and delivery by LEVCOR
INTERNATION, INC. ("Levcor") of Endorsement No. 1, dated May 2, 2003 (the
"Endorsement") to the Promissory Note, dated May 3, 2002 made by Levcor to
JPMORGAN CHASE BANK (the "Bank") in the principal amount of $3,000,000 (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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