REVOLVING NOTE

Exhibit 10.7

REVOLVING NOTE

          FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Bank, its successors and assigns, without setoff, at Bank’s offices identified above, or at any other place Bank designates, the principal amount of Five Million and No/100 Dollars ($5,000,000.00), or so much thereof as may be advanced from time to time, in immediately available funds, together with interest computed daily on the outstanding principal balance at an annual interest rate, and in accordance with the payment schedule, indicated below. This Note is delivered pursuant to that Credit Agreement dated January 19, 2004, as amended by the First Amendment to Credit Agreement between Borrower, Bank and the Guarantors (collectively, the “Credit Agreement”), the First Amendment being executed contemporaneously herewith.  Capitalized terms not defined herein shall have the meaning contained in the Credit Agreement.

          1.          Rate.  Interest shall accrue as set forth in the Credit Agreement.

          Notwithstanding any provision of this Note, Bank does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges that exceed the maximum permitted by applicable law. Any payment in excess of that maximum amount will be refunded to Borrower or credited against principal, at Bank’s option.

          2.          Accrual Method.  Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder).

          3.          Rate Change Date.   The Rate is a fluctuating index or base rate, as described in the Credit Agreement, and will change each time and as of the date that the index or base rate changes, as described in the Credit Agreement.  In the event the index or fluctuating rate is discontinued, Bank shall substitute an index determined by Bank to be comparable, in its sole discretion.

          4.          Note Term and Payment Schedule.  Principal is due and payable as set forth in the Credit Agreement. All outstanding principal plus accrued and unpaid interest shall be due and payable on March 8, 2006 (the “Maturity Date”).  Total or partial prepayments may be made at any time, subject to any Breakage Costs as set forth in the Credit Agreement.  If an Event of Default exists under the Credit Agreement, Bank may demand payment of the balance outstanding under this Note in full immediately.

          All payments will be applied first to any expense or charge due under this Note or any other documents executed in connection with this Note, then to interest due and payable; and then to principal, or in such other order as Bank determines, at its option.

          5.          Revolving Feature.  Except as limited in this Section and in the Credit Agreement, Borrower may borrow, repay and reborrow under this Note at any time, up to the principal amount of this Note, provided that Borrower is not in default under this Note or any other Loan Document, and provided that the borrowings hereunder do not exceed any applicable other borrowing limitations. Bank shall incur no liability for refusing to advance funds based on its determination that any conditions of future advances have not been met. Bank records of the amounts borrowed from time to time shall be conclusive proof of those borrowings.

          6.          Waivers, Consents and Covenants.  Borrower, and any endorser or any other party to this Note (“Obligor”), jointly and severally: (a) waive presentment, demand, protest, and any notice required to be given under the law in connection with the delivery, acceptance, performance, default or enforcement of this Note; (b) consent to all delays, extensions, renewals or other modifications of this Note or the Loan Documents, or waivers of any provisions of the Note or the Loan Documents, or Bank’s release or discharge of any such party, or release, substitution or exchange of any security for the payment of this Note, or Bank’s failure to act, or any indulgence shown by Bank and agree that no such action, failure to act or failure to exercise any right or remedy by Bank shall in any way affect the obligations of any such party or be construed as a waiver by Bank of, or otherwise affect, any of Bank’s rights under this Note, or under any of the Loan Documents; and (c) agree to pay, on demand, all costs and expenses of collection or defense of this and/or the enforcement or defense of Bank’s rights with respect to, or the administration, supervision, preservation, or protection of, or realization upon, any property securing payment hereof, including, without limitation, reasonable attorneys’ fees related to any suit, mediation or arbitration proceeding, out of court payment agreement, trial, appeal, bankruptcy proceedings or other proceeding, in such amount as may be determined reasonable by an arbitrator or court as appropriate.

          7.          Delinquency Charge.  To the extent permitted by law, Bank may impose a delinquency charge of up to four percent (4%) of any payment that is more than fifteen days late.

          8.          Events of Default.  The following are events of default under this Note: an Event of Default under the Credit Agreement.

          9.          Remedies upon Default.  Whenever there is an Event of Default under this Note (a) the entire balance outstanding under this Note and all other obligations of any Obligor to Bank shall, at the option of Bank, become immediately due and payable and any obligation of Bank to permit further borrowing under this Note shall immediately cease and terminate, and/or (b), to the extent permitted by law, the rate of interest on the unpaid principal shall be increased at Bank’s discretion up to the Default Rate. Imposition of a Default Rate shall n