

                                                                    Exhibit 10.7


                 AMENDED AND RESTATED REVOLVING PROMISSORY NOTE

$1,576,250                                                          May 21, 1999
                                    Amended and Restated as of February 29, 2004

SuperStock, Inc.
7660 Centurion Parkway
Jacksonville, Florida 32256
(individually and collectively "Borrower")

Sellers, as listed on Annex A
(hereinafter referred to as the "Bank")

Borrower promises to pay to the order of Bank, allocated among the Sellers based
upon the principal amounts set forth on Annex A attached hereto, in lawful money
of the United Stated of America,  at its office indicated above or wherever else
Bank may specify,  the sum of One Million Five Hundred Seventy-Six  Thousand Two
Hundred  Fifty  Dollars  ($1,576,250),  with  interest  on the unpaid  principal
balance at the rate and on the terms provided in this Promissory Note (including
all renewals, extensions or modifications hereof, this "Note").

INTEREST RATE DEFINITIONS.

[X] LIBOR MARKET INDEX.  "LIBOR Market Index Rate," for any day, is the rate per
annum (rounded to the next higher 1/100 of 1%) for 1 month U.S.  dollar deposits
as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or
if such day is not a London business day, then the immediately  preceding London
business day (or if not so  reported,  then as  determined  by Bank from another
recognized source or interbank quotation).

[_] PRIME RATE.  The rate of Bank's Prime Rate plus ___% as that rate may change
from time to time with  changes to occur on the date Bank's  Prime Rate  changes
("Prime-Based  Rate").  Bank's  Prime Rate shall be that rate  announced by Bank
from time to time as its prime  rate and is one of several  interest  rate bases
used by Bank.  Bank lends at rates both above and below Bank's  Prime Rate,  and
Borrower  acknowledges  that Bank's Prime Rate is not represented or intended to
be the lowers or most favorable rate of interest offered by Bank.

INTEREST RATE TO BE APPLIED.  INTEREST RATE.  From February 29, 2004 through and
including April 30, 2005 (the "Maturity Date") interest shall be paid monthly no
later than the tenth (10th) day of the following  month on the unpaid  principal
balance at the LIBOR  Market  Index Rate plus one  hundred  ninety  (190)  basis
points during the first ninety (90) days the Note is  outstanding  from February
29, 2004 and  increasing by two hundred (200) basis points for every ninety (90)
days thereafter that the Note is outstanding. The principal on the Note shall be
immediately due and payable upon the earliest to occur of (a) the Maturity Date,
(b) the sale by SSI of the land and building located at 7660 Centurion  Parkway,
Jacksonville, Florida, or (c) to the extent of fifty percent (50%) of additional
capital,  whether  in the form of debt or  equity,  raised by a21,  Inc.  (which
capital is unrelated to a21, Inc.'s acquisition of SSI) by April 15, 2005.

<PAGE>

DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
Default  (defined  herein)  occurs  and as  long  as a  Default  continues,  all
outstanding Obligations in Bank's discretion shall bear interest at the interest
rate then in effect hereunder plus 5% ("Default  Rate").  The Default Rate shall
also apply from  acceleration  until the Obligations or any judgment  thereon is
paid in full,  except as  otherwise  required by law.  If a Default  occurs as a
result of a failure  to pay on the  Maturity  Date,  for as long as the  default
continues  the interest  rate will be the interest  rate as of the Maturity Date
plus, but not double counting, the 5% provided above.

INTEREST COMPUTATION. (ACTUAL/360). Interest shall be computed on the basis of a
360-day year for the actual number of days in the interest  period  ("Actual/360
Computation").  The  Actual/360  Computation  determines  the  annual  effective
interest yield by taking the stated  (nominal  interest rate for a year's period
and then dividing  said rate by 360 to determine  the daily  periodic rate to be
applied  for each day in the  interest  period.  Application  of the  Actual/360
Computation produces an annualized effective interest rate exceeding that of the
nominal rate.

RECISSION  OF PAYMENTS.  If any payment  received by Bank under this Note or the
other Loan  documents is rescinded,  avoided or for any reason  returned by Bank
because of any adverse claim or threatened  action,  the returned  payment shall
remain  payable as an  obligation  of all Persons  liable under this Note or the
other Loan Documents as through such payment had not been made.

LOAN AGREEMENT; LOAN DOCUMENTS;  OBLIGATIONS.  This Note is subject to the terms
and  conditions  of that  certain  Amended  and  Restated  Credit  and  Security
Agreement  between Bank and Borrower  dated as of February 29, 2004, as the same
may be  modified  and  amended  from time to time (the  "Loan  Agreement").  All
capitalized  terms not  otherwise  defined  herein  shall  have such  meaning as
assigned to them in the Loan Agreement. The term "Obligations" used in this Note
refers to any and all  indebtedness and other  obligations  under this Note, all
other  obligations  as  defined  in  the  respective  Loan  Documents,  and  all
obligations  under any swap agreements as defined in 11 U.S.C.  (ss.)101 between
Bank and Borrower whenever executed.

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days. The
Borrower   acknowledges  that  the  late  charge  imposed  herein  represents  a
reasonable estimate of the expenses of Bank incurred because of such lateness.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to enforce or  collect  any of the  Obligations,
including, without limitation, reasonable arbitration,  paralegals',  attorneys'
and experts' fees and expenses,  whether  incurred without the commencement of a
suite,  in any  trial,  arbitration,  or  administrative  proceeding,  or in any
appellate or bankruptcy proceeding.

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<PAGE>

USURY.  Regardless of any other  provision of this Note or other Loan Documents,
if for any reason the  effective  interest  should  exceed  the  maximum  lawful
interest,  the effective interest shall be deemed reduced to, and shall be, such
maximum lawful  interest,  and (i) the amount which would be excessive  interest
shall be deemed  applied to the reduction of the principal  balance of this Note
and not to the payment of Interest,  and (ii) if the loan evidenced by this Note
has been or is thereby  paid in full,  the excess shall be returned to the party
paying  same,  such  application  to the  principal  balance of this Note or the
refunding of excess to be a complete settlement and acquittance thereof.

EVENTS OF DEFAULT.  An "Event of Default"  shall exist if any one or more of the
following  events  shall  occur  (individually,   an  "Event  of  Default,"  and
collectively,  "Events of Default": NONPAYMENT;  NONPERFORMANCE.  The failure of
timely  payment or  performance  of the  Obligations  under this Note.  EVENT OF
DEFAULT UNDER OTHER LOAN DOCUMENTS. The occurrence of any Event of Default under
any of the other Loan Documents.

REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default, Bank
may at any time thereafter,  take the following actions:  BANK LIEN AND SET-OFF.
Exercise  its right of set-off or to  foreclose  its  security  interest or lien
against  any deposit  account of any nature or  maturity  of Borrower  with Bank
without notice.  ACCELERATION UPON DEFAULT. Accelerate the maturity of this Note
and all other  Obligations,  and all of the Obligations shall be immediately due
and payable. CUMULATIVE.  Exercise any rights and remedies as provided under the
Note and other Loan Documents, or as provided by law or equity.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan  Documents  shall be valid unless in writing and signed by an officer
of Bank.  No waiver by Bank of any Event of Default shall operate as a waiver of
any other  Event of Default  or the same Event of Default on a future  occasion.
Neither the failure nor any delay on the part of Bank in  exercising  any right,
power,  or remedy under this Note and other Loan  Documents  shall  operate as a
waiver  thereof,  nor shall a single or partial  exercise  thereof  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
remedy.

Each  Borrower or any other Person  liable  under this Note waives  presentment,
protest,  notice  of  dishonor,  demand  for  payment,  notice of  intention  to
accelerate maturity,  notice of acceleration of maturity, notice of sale and all
other notices of any kind. Further,  each agrees that Bank may extend, modify or
renew this Note or make a novation  of the loan  evidenced  by this Note for any
period and grant any releases,  compromises or  indulgences  with respect to any
collateral  securing  this Note,  or with  respect to any Borrower or any Person
liable under this Note or other Loan Documents, all without notice to or consent
of any  Borrower  or any Person who may be liable  under this Note or other Loan
Documents and without  affecting the liability of Borrower or any Person who may
be liable under this Note or other Loan Documents.

MISCELLANEOUS PROVISIONS.  Assignment.  This Note and other Loan Documents shall
inure to the benefit of and be binding  upon the  parties  and their  respective
heirs, legal  representatives,  successors and assigns.  Bank's interests in and
rights under this Note and other Loan Documents are freely assignable,  in whole
or in part, by Bank. Borrower shall not assign its rights and interest hereunder
without the prior written  consent of Bank, and any attempt by Borrower from the
Obligations.  APPLICABLE LAW;  CONFLICT BETWEEN  DOCUMENTS.  This Note

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<PAGE>

and other Loan  Documents  shall be governed by and construed  under the laws of
the state of Florida without regard to that state's conflict of laws principles.
If the terms of this Note should  conflict with the terms of the Loan Documents,
the terms of this Note shall  control.  SEVERABILITY.  If any  provision of this
Note or of the other Loan  documents  shall be  prohibited  or invalid under the
applicable  law, such provision  shall be ineffective  but only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision  or the  remaining  provisions  of this Note or other such  documents.
PLURAL;  CAPTIONS.  All reference in the Loan Documents to Borrower,  Guarantor,
Person,  document or other nouns of reference  mean both the singular and plural
form,  as the case may be. The  captions  contained  in the Loan  Documents  are
inserted for convenience only and shall not affect the meaning or interpretation
of the Loan Documents.  BINDING  CONTRACT.  Borrower by execution of and Bank by
acceptance  of this  Note  agree  that  each  party is bound  to all  terms  and
provisions of this Note. ENTIRETY.  This Note and other Loan Documents delivered
in connection  herewith and therewith  embody the entire  agreement  between the
parties and supersede all prior  agreements and  understandings  relating to the
subject  matter hereof and thereof.  ADVANCES.  Bank in its sole  discretion may
make other advances and readvances under this Note pursuant  hereto.  POSTING OF
PAYMENTS.  All payments  received  during  normal  banking hours after 2:00 p.m.
local time at the office of Bank first shown  above shall be deemed  received at
the opening of the next banking day.  Unless  otherwise  permitted by Bank,  any
repayments of this Note, other than immediately  available U.S.  currency,  will
not be credited to the  outstanding  loan balance until Bank received  collected
funds.  JOINT AND SEVERAL  OBLIGATIONS.  Each  Borrower is jointly and severally
obligated  under this Note.  FEES AND TAXES.  Borrower  shall  promptly  pay all
documentary,  intangible  recordation  and/or similar taxes on this  transaction
whether  assessed  at closing or arising  from time to time,  together  with any
interest  and/or  penalties   relating  thereto.   BUSINESS  PURPOSE.   Borrower
represents  that the  loan  evidenced  hereby  is being  obtained  for  business
purposes.  AGENTS.  All rights and  obligations  existing under and by virtue of
this Note shall be exercised  only by William F.  Beerman and James Ong,  acting
jointly and not severally,  and the Sellers  authorize  such  individuals to act
hereunder.

ARBITRATION. Any disputes hereunder shall be resolved pursuant to the provisions
for arbitration and dispute resolution set forth in the Loan Agreement.\

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<PAGE>

IN WITNESS WHEREOF,  Borrower,  as of the day and year first written, has caused
this Note to be executed under seal.

                                    SUPERSTOCK, INC.

                                    By:
                                          ------------------------------
                                    Its:
                                          ------------------------------
                                    Taxpayer Identification Number: 13-2750088

STATE OF
         ---------------------

COUNTY OF
          --------------------

The foregoing  instrument was acknowledged  before me this ____ day of February,
2004,  by  __________________  the______________of  SuperStock,  Inc., a Florida
corporation,  who acknowledged that he/she executed the foregoing  instrument in
___________ County, ___________________, on behalf of the corporation.


[Affix Notary Seal]
                                    ------------------------------------------

                                    ------------------------------------------
                                    [Print or type name]
                                    Commission No.
                                                   ---------------------------
                                    My Commission Expires:
                                                           -------------------

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<PAGE>

                                    ANNEX A




                                                                        $392,793
-----------------------------------------
James Ong
109 Lamplighter Island Court
Ponte Vedra Beach, FL  32082


                                                                        $155,704
-----------------------------------------
Susan Ong Chiang
12786 Fenwick Island Court West
Jacksonville, FL  32224


                                                                         $10,184
-----------------------------------------
Kai Y. Chiang
12786 Fenwick Island Court West
Jacksonville, FL  32224


                                                                        $155,704
-----------------------------------------
Richard Ong
7805 Deerwood Point Court
Jacksonville, FL  32256


                                                                        $861,865
-----------------------------------------
William F. Beerman, individually and as
Trustee of the William F. Beerman Living Trust
31 Little Bay Harbor
Ponte Vedra Beach, FL  32082

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