<PAGE>


                                                              Exhibit 10.7

[JPMORGAN LOGO]                                     MIDDLE MARKET BANKING



                                PROMISSORY NOTE



$3,000,000                                                        May 3, 2002

        For value received, on May 3, 2004, the undersigned hereby promises to
pay to the order of JPMORGAN CHASE BANK (hereinafter the "Bank") at its offices
at 1411 Broadway, New York, New York, the principal amount of THREE MILLION
Dollars ($3,000,000) or the unpaid principal amount of this note.

        The undersigned promises to pay interest on the unpaid balance of the
principal amount of this note (the "Loan") from and including the date of the
Loan to the last day of the Interest Period thereof at a fixed rate per annum
equal to the Adjusted LIBO Rate applicable to such Loan plus .75% (a "Eurodollar
Loan"). Any principal not paid when due shall bear interest from and including
the date due until paid in full at a rate per annum equal to the Default Rate.
Interest shall be payable on the relevant Interest Payment Date and shall be
calculated on the basis of a year of 360 days for the actual number of days
elapsed. Any extension of time for the payment of the principal of this note
resulting from the due date falling on a non-Banking Day shall be included in
the computation of interest.

        The date, amount, rate of interest and maturity date of the Loan and
payment(s) (if any) of principal, and the outstanding principal balance of the
Loan shall be recorded by the Bank on its books and records (which may be
electronic in nature) and at any time and from time to time may be, and shall
be prior to any transfer and delivery of this note, entered by the Bank on the
schedule attached or any continuation of the schedule attached hereto by the
Bank. Any such entries shall be conclusive in the absence of manifest error.
The failure by the Bank to make any or all such entries shall not relieve the
undersigned from its obligation to pay any and all amounts due hereunder.

        1. DEFINITIONS. The terms listed below shall be defined as follows:

        "Adjusted LIBO Rate" means the LIBO Rate for such Loan divided by one
minus the Reserve Requirement.

        "Banking Day" means any day on which commercial banks are not
authorized or required to close in New York City and whenever such day relates
to a Eurodollar Loan or notice with respect to any Eurodollar Loan, a day on
which dealings in U.S. dollar deposits are also carried out in the London
interbank market.

        "Code" means the Uniform Commercial Code of the State of New York.

        "Default Rate" means, in respect of any amount not paid when demanded,
a rate per annum during the period commencing on the date of demand until such
amount is paid in full equal to: (a) if a Prime Loan, a floating rate of 4%
above the rate of interest thereon; (b) if a Eurodollar Loan, a fixed rate of
4% above the rate of interest in effect thereon at the time of demand until the
last day of the Interest Period thereof and, thereafter, a floating rate of 4%
above the rate of interest for a Prime Loan (including any margin).

        "Event of Default" means each of the events stated in Section 7.

<PAGE>

        "Facility Documents" means this note or any document executed by the
undersigned or by any Third Party granting security or support for this note
and all other agreements, instruments or other documents executed by the
undersigned or a Third Party or otherwise executed in connection with this
note, whether by guaranty, subordination, grant of a security interest or any
other credit support, or which is contained in any certificate, document,
opinion, financial or other statement furnished at the time under or in
connection with any Facility Document.

        "Interest Payment Date" means (a) with respect to any Prime Loan, the
last day of each month or (b) with respect to any Eurodollar Loan, the last
day of the Interest Period applicable to which such Loan is a part and, in the
case of a Eurodollar Loan with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period.

        "Interest Period" means with respect to any Eurodollar Loan, the period
commencing on the date of such Loan and ending on the numerically corresponding
day in the calendar month that is one, two, three or six months (or, with the
consent of the Bank, nine or twelve months) thereafter, as the undersigned
may elect; provided, that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar Loan only, such
next succeeding Business Day would fall in the next calendar month, in which
case such interest Period shall end on the next preceding Business Day and (ii)
any Interest Period pertaining to a Eurodollar Loan that commences on the last
Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Loan initially shall be the
date on which the Loan is made and, in the case of the continuation of the
Loan, thereafter shall be the effective date of the most recent conversion or
continuation of the Loan.

        "Liabilities" means all obligations and liabilities of the undersigned
to the Bank or its affiliates of whatever nature, including payment of this
note, whether now existing or hereafter incurred or acquired, whether matured
or unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, primary or secondary, sole, joint, several or joint and several,
secured or unsecured.

        "LIBO Rate" means, with respect to any Eurodollar Loan for any
Interest Period, the rate quoted by the principal London branch of the Bank at
approximately 11:00 a.m. London time two (2) Business Days' prior to the first
day of such Interest Period for the offering to leading banks in the London
interbank market of dollar deposits in immediately available funds, for a period
and in an amount, comparable to such Interest Period and the principal amount
of such Eurodollar Loan, as it appears on Page 3756 of the Dow Jones Market
Service.

        "Prime Loan" means any Loan with interest payable at the Prime Rate.

        "Prime Rate" means that floating rate of interest from time to time
announced by the Bank at the Principal Office as its prime rate. The Prime Rate
shall be automatically adjusted on the date of any change thereto.

        "Principal Office" means the principal office of the Bank, currently
located at 270 Park Avenue, New York, New York 10017.

        "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System.

        "Regulatory Change" means any change after the date of this note in
United States federal, state or municipal laws or any foreign laws or
regulations (including Regulation D) or the adoption or making after such
date of any interpretations, directives or requests applying to a class of
banks, including the Bank, of or under any United States federal, state or
municipal laws or any foreign laws or regulations (whether or not having
the force of law) by any court or governmental or monetary authority charged
with the interpretation or administration thereof.

        "Reserve Requirement" means, for any Eurodollar Loan, the average
maximum rate at which reserves (including any marginal, supplemental or
emergency reserves) are required to be maintained during the term.







                                       2





<PAGE>

of such Loan under Regulation D by member banks of the Federal Reserve System
in New York City with deposits exceeding one billion U.S. dollars, or as
otherwise established by the Board of Governors of the Federal Reserve System
and any other banking authority to which the Bank is subject, against
"Eurocurrency liabilities" (as such term is used in Regulation D). Without
limiting the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by reason of any
Regulatory Change against (x) any category of liabilities which includes
deposits by reference to which the LIBO Rate is to be determined or (y) any
category of extensions of credit or other assets which include Eurodollar Loans.
The Reserve Requirement shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

        "Third Party" means any third party who supports or is liable with
respect to this note due to the execution of any document granting support or
security for this note, whether by guaranty, subordination, grant of security
or any other credit support.

        2.  BORROWINGS AND PREPAYMENTS. The undersigned shall give the Bank
notice of the borrowing request by 12:00 noon, New York City time three (3)
Banking Days prior to each requested borrowing of a Eurodollar Loan and by
12:00 noon New York City time on the date of each requested borrowing of a
Prime Loan; provided that no Loan shall be in an amount equal to the lesser of
(i) $3,000,000 or (ii) the unpaid principal amount of this note. The undersigned
shall have the right to make prepayments of principal at any time or from
time to time; provided that: (a) the undersigned shall give the Bank irrevocable
notice of each prepayment by 12:00 noon New York City time three (3) days prior
to prepayment of a Eurodollar Loan and by 12:00 noon New York City time on the
date of prepayment of a Prime Loan; (b) Eurodollar Loans may be prepaid prior
to the last day of the Interest Period thereof only if accompanied by payment
of the additional payments calculated in accordance with paragraph 5 below;
and (c) all prepayments shall be in a minimum amount equal to the lesser of
$500,000 or the unpaid principal amount of this note. If the undersigned fails
to notify the Bank, in accordance with the terms hereof, prior to the maturity
date of any Eurodollar Loan to continue such Loan as a Eurodollar Loan, such
Loan shall be converted to a Prime Loan on its maturity date. Borrower may not
reborrow from the Bank any principal amount prepaid by the Borrower.

        3.  ADDITIONAL COSTS. (a) If as a result of any Regulatory Change which
(i) changes the basis of taxation of any amounts payable to the Bank under the
note (other than taxes imposed on the overall net income of the Bank or the
lending office by the jurisdictions in which the Principal Office of the Bank
or the lending office are located) or (ii) imposes or modifies any reserve,
special deposit, deposit insurance or assessments, minimum capital, capital
ratios or similar requirements relating to any extension of credit or other
assets of, or any deposits with or other liabilities of the Bank, or (iii)
imposes any other condition affecting this note, the Bank determines (which
determination shall be conclusive absent manifest error) that the cost to it
of making or maintaining a Eurodollar Loan is increased or any amount received
or receivable by the Bank under this note is reduced, then the undersigned will
pay to the Bank on demand an additional amount that the Bank determines will
compensate it for the increased cost or reduction in amount.

        (b)  Without limiting the effect of the foregoing provisions of this
Section 3 (but without duplication), the undersigned shall pay to the Bank
from time to time on request such amounts as the Bank may determine to be
necessary to compensate the Bank for any costs which it determines are
attributable to the maintenance by it or any of its affiliates pursuant to any
law or regulation of any jurisdiction or any interpretation, directive or
request (whether or not having the force of law and whether in effect on the
date of this note or thereafter) of any court or governmental or monetary
authority of capital in respect of the Loans hereunder (such compensation to
include, without limitation, an amount equal to any reduction in return on
assets or equity of the Bank to a level below that which it could have achieved
but for such law, regulation, interpretation, directive or request).

        4.   UNAVAILABILITY, INADEQUACY OR ILLEGALITY OF LIBO RATE.  Anything
herein to the contrary notwithstanding, if the Bank determines (which
determination shall be conclusive) that:


                                       3


<PAGE>


        (a)   quotations of interest rates for the relevant deposits referred
to in the definition of LIBO Rate are not being provided in the relevant
amounts or for the relevant maturities for purposes of determining the rate
of interest for a Eurodollar Loan; or

        (b)   the definition of LIBO Rate does not adequately cover the cost to
the Bank of making or maintaining a Eurodollar Loan; or

        (c)   as a result of any Regulatory Change (or any change in the
interpretation thereof) adopted after the date hereof, the Principal Office of
the Bank or the lending office is subject to any taxes, reserves, limitations,
or other charges, requirements or restrictions on any claims of such office on
non-United States residents (including, without limitation, claims on
non-United States offices or affiliates of the Bank) or in respect of the
excess above a specified level of such claims; or

        (d)    it is unlawful for the Bank or the lending office to maintain
any Eurodollar Loan at the LIBO Rate;

THEN, the Bank shall give the undersigned prompt notice thereof, and so long as
such condition remains in effect, any existing Eurodollar Loan shall bear
interest as a Prime Loan and the Bank shall make no Eurodollar Loans.

        5.     BREAK FUNDING PAYMENTS.  In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, or (c) the failure to borrow, convert,
continue on the date specified in any notice delivered by the undersigned
pursuant hereto, then, in any such event, the undersigned shall compensate the
Bank for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to the Bank shall be deemed to
include an amount determined by the Bank to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such
Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that
would have been applicable to such Eurodollar Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Eurodollar Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which the Bank would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of the Bank
setting forth any amount or amounts that the Bank is entitled to receive
pursuant to this Section shall be delivered to the undersigned and shall be
conclusive absent manifest error. The undersigned shall pay the Bank the
amount shown as due on any such certificate within 10 days after receipt
thereof.

        6.    RIGHTS, LIENS, ETC. AGAINST ASSETS WITH CHASE.  The undersigned
hereby irrevocably grants to the Bank a right of set-off against or to debit,
charge or redeem, and/or a lien on and security interest in and collateral
assignment of, (a) all moneys, deposit accounts or balances, securities,
securities entitlements, financial assets or securities accounts or any other
items, personal property or interests therein of the undersigned now or
hereafter in or under the possession, custody or control of the Bank or any of
its affiliates, correspondents or agents for any purpose or reason whatsoever
(including for safekeeping, custody, pledge, transmission or collection) and
(b) all credits, debts, claims or other liabilities which the undersigned may
now or hereafter have or assert from or against the Bank or any of its
affiliates (all of the foregoing, collectively, "Assets With Bank"), in each
such case as an additional mechanism or remedy, or as collateral security, for
obtaining payment of this note and all other Liabilities, and irrevocably
authorizes the Bank upon the occurrence of any Event of Default to exercise
any or all of the foregoing rights and remedies, without notice or demand,
in order to sell, redeem, offset, debit, charge or otherwise dispose of or
liquidate into cash any such Assets With Bank and/or to apply them or the
proceeds thereof to repay any of the Liabilities in such amounts as it in its
sole discretion may select (regardless of whether any such Liabilities are
contingent, unliquidated or unmatured or whether the Bank has any other
recourse to the undersigned, any other person or entity or any other collateral
or assets with respect thereto). In furtherance of the foregoing, the
undersigned further irrevocably authorizes the Bank at its discretion to
notify any affiliate of any of the foregoing rights, liens, etc. and/or to
transfer or register any Assets With Bank in its own name or in nominee name
and to exercise any and all other rights, powers and privileges relating
thereto.


                                       4

<PAGE>

        7.   EVENTS OF DEFAULT.  If any of the following events of default
shall occur with respect to any of the undersigned or any Third Party:

        (a)  the undersigned shall fail to pay any principal payable under
this note, as and when due and payable; or

        (b)  the undersigned shall fail to pay any interest or any other
amount payable under this note within five (5) days after interest or any such
amount is due and payable; or

        (c)  the undersigned or any Third Party shall fail to perform or observe
any covenant or agreement contained in any Facility Document, and such failure
shall continue for 30 consecutive days; or

        (d)  the undersigned or any Third Party shall fail to pay when due any
indebtedness (including but not limited to indebtedness (or borrowed money) or
if any such indebtedness shall become due and payable, or be capable of being
due and payable at the option of the holder thereof, prior to the scheduled
maturity thereof; or

        (e)  the undersigned or any Third Party: (i) shall generally not, or
be unable to, or shall admit in writing its inability to, pay its debts as
such debts become due; (ii) shall make an assignment for the benefit of
creditors; (iii) shall commence any proceeding or file a petition seeking relief
under any bankruptcy, insolvency, reorganization, receivership, dissolution,
liquidation or other similar Federal, state or foreign law or seeking the
appointment of a receiver, trustee, custodian, conservator or similar
official for all or a substantial part of its property or (iv) shall have any
such proceeding commencement or petition filed against it and the same shall
remain undismissed for a period of 30 days or shall consent or acquiesce
thereto; or

        (f)  if the undersigned or any Third Party is an individual, such
individual shall die or be declared incompetent; or

        (g)  the undersigned or any Third Party shall merge or consolidate
with or into, or convert into, any other legal entity; or

        (h)  any Facility Document shall at any time and for any reason
cause to be in full force and effect or shall be declared null and void, or
the undersigned or any relevant Third Party shall deny or contest any further
liability or obligation thereunder or the validity or enforceability thereof
or of any lien or security interest caused thereby; or

        (i)  any lien, mortgage, pledge, security interest or other
encumbrance of any kind shall be created or imposed upon any property or asset
of the undersigned or any Third Party without the Bank's written consent
thereto, except for (i) liens imposed by law for taxes that are not yet due
or are being contested in good faith by appropriate proceedings, for which the
undersigned or any Third Party has set aside on its books adequate reserves
with respect thereto in accordance with generally accepted accounting principles
and the failure to make payment pending such contest could not reasonably be
expected to have a material adverse effect upon the undersigned or any
Third Party; (ii) carriers' warehousemen's, mechanics', materialmen's,
repairmen's and other like liens imposed by law, arising in the ordinary
course of business and securing obligations that are not overdue by more than
30 days or are being contested in good faith by appropriate proceedings, for
which the undersigned or any Third Party has set aside on its books adequate
reserves with respect thereto in accordance with generally accepted accounting
principles and the failure to make payment pending such contest could not
reasonably be expected to have a material adverse effect upon the undersigned
or any Third Party; (iii) pledges and deposits made in the ordinary course of
business in compliance with workers' compensation, unemployment insurance
and other social security laws or regulations; (iv) deposits to secure the
performance of bids, trade contracts, leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature, in
each case in the ordinary course of business; (v) judgment liens in respect of
judgments that do not constitute an Event of Default under clause (k) of this
Section 7; and (vi) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract







                                       5
<PAGE>


from the value of the affected property or interfere with the ordinary conduct
of business of the undersigned or any subsidiary or any Third Party; or

        (j)   any action or proceeding before any court or governmental agency
or authority which involves forfeiture of any property or assets of the
undersigned or a Third Party shall have been commenced or if any such
forfeiture or other seizure or assumption of custody or control over such assets
by any court or governmental agency or authority shall occur; or

        (k)   one or more verdicts, judgments, decrees or orders for the
payment of money in excess of $50,000 in the aggregate shall be rendered
against the undersigned and shall continue in effect for a period of 30
consecutive days without being vacated, or stayed pending appeal (or the
satisfaction or bonding of any such verdict, judgment, decree or order shall,
in the Bank's reasonable judgment, constitute a material adverse change), any
proceedings to execute any such verdict, judgment, decree or order shall be
commenced, or if any attachment, distraint, levy or other restraint shall be
placed upon any property or assets of the undersigned or any Third Party;

THEN, in any such case, the unpaid principal amount of this note, together
with accrued interest and all other Liabilities, shall immediately become due
and payable without any notice or other action by the Bank. The undersigned
waive(s) presentment, notice of dishonor, protest and any other notice or
formality with respect in this note. All rights and remedies provided in this
note or otherwise available to the Bank shall be cumulative and not exclusive
and each may be exercised by the Bank from time to time and as often as may
be necessary.

        8.    ENFORCEMENT.  The Bank may, at its option, at any time when in
the judgment of the Bank the Assets With Bank are inadequate or the Bank deems
itself insecure, or upon or at any time after the occurrence of an Event of
Default, proceed to enforce payment of the same and exercise any of or all the
rights and remedies afforded the Bank by the Code or otherwise possessed by
the Bank. Any requirement of the Code for reasonable notice to the undersigned
shall be deemed to have been complied with if such notice is mailed, postage
prepaid, to the undersigned and such other persons entitled to notice, at the
addresses shown on the records of the Bank at least four (4) Business Days
prior to the time of sale, disposition or other event requiring notice under
the Code.

        9.    TRANSFER.  Upon any transfer of this note, the undersigned hereby
waiving notice of any such transfer, the Bank may deliver the Assets With Bank
or any part thereof to the transferee who shall thereupon become vested with
all the rights herein or under applicable law given to the Bank with respect
thereto and the Bank shall thereafter forever be relieved and fully discharged
from any liability or responsibility in the matter; but the Bank shall retain
all rights hereby given to it with respect to any Liabilities and Assets With
Bank not so transferred. No modification or waiver of any of the provisions of
this note shall be effective unless in writing, signed by the Bank, and only to
the extent therein set forth; nor shall any such waiver be applicable except
in the specific instance for which given. This agreement sets forth the entire
understanding of the parties, and the undersigned acknowledges that no oral or
other agreements, conditions, promises, understandings, representations or
warranties exist in regard to the obligations hereunder, except those
specifically set forth herein.

        10.   JURISDICTION AND WAIVER.   The undersigned hereby irrevocably
consents to the in personam jurisdiction of the federal and/or state courts
located within the State of New York over controversies arising from or
relating to this note or the Liabilities and irrevocably waives trial by jury
and the right to interpose any counterclaim or offset of any nature in any
such litigation. The undersigned further irrevocably waives presentment, demand,
protest, notice of dishonor and all other notices or demands of any kind in
connection with this note or any Liabilities.

        11.   MISCELLANEOUS.  Each reference herein to the Bank shall be
deemed to include its successors, endorsees, and assigns, in whose favor the
provisions hereof shall also inure. Each reference herein to the undersigned
shall be deemed to include the heirs, executors, administrators, legal
representatives, successors and assigns of the undersigned, all of whom shall
be bound by the provisions hereof.



                                       6



<PAGE>

        The undersigned agrees to pay to the Bank, as soon as incurred, all
costs and expenses incidental to the care, preservation, processing sale or
collection of or realization upon any of or all the Assets With Bank or incurred
in connection with the enforcement or collection of this note, or in any way
relating to the rights of the Bank hereunder, including reasonable inside or
outside counsel fees and expenses. Each and every right and remedy hereby
granted to the Bank or allowed to it by law shall be cumulative and not
exclusive and each may be exercised by the Bank from time to time and as often
as may be necessary. The undersigned shall have the sole responsibility for
notifying the Bank in writing that the undersigned wishes to take advantage of
any redemption, conversion or other similar right with respect to any of the
Assets With Bank. The Bank may release any party (including any partner of any
undersigned) without notice to any of the undersigned, whether as co-makers,
endorsers, guarantors, sureties, assigns or otherwise, without affecting the
liability of any of the undersigned hereof or any partner of any undersigned
hereof.








                                       7
<PAGE>

        12.   GOVERNING LAW.  This note shall be governed by and construed in
accordance with the laws of the State of New York and, as to interest rates,
applicable Federal law.


                                         LEVCOR INTERNATIONAL, INC.



                                      By:   /s/ [signature illegible]
                                            ----------------------------
                                      Name:
                                      Title:  President


                                      Address:  462 Seventh Avenue, 20th Floor
                                                New York, New York 10018-7423




















                                       8