AMENDMENT NO. 1
                                TO LOAN DOCUMENTS


BETWEEN:        REINK IMAGING USA, LTD., a Delaware corporation (the "Borrower")

AND:            BARRINGTON BANK INTERNATIONAL LIMITED,
                a corporation organized under the laws of the Bahamas (the
                "Lender" and collectively with the Borrower, the "Parties")

         WHEREAS, the Parties entered into a Loan Agreement dated February 25,
2000 (the "Loan Agreement");

         WHEREAS, pursuant to the Loan Agreement, on February 25, 2000, the
Borrower (1) as Maker, issued to the Lender its promissory note in face amount
One Million Dollars ($1,000,000.00) (the "Original Note") and (2) as Debtor, and
the Lender, as Secured Party, entered into a Security Agreement granting the
Lender a security interest in substantially all of the Borrower's assets (the
"Security Agreement");

         WHEREAS, the Borrower initially borrowed on or about February 25, 2000,
a net sum of $900,000 under the Loan Agreement and the Original Note, as
evidenced on the grid attached to the Original Note;

         WHEREAS, the Borrower has not repaid in full the amount borrowed,
leaving an unpaid Principal Balance (as defined in the Original Note) under the
Loan Agreement and the Original Note of $500,000, on which Principal Balance
interest is now accruing at the default rate of fourteen percent (14%) per
annum;

         WHEREAS, the Parties desire to restructure the payment terms under the
Original Note and to enter into the other agreements and covenants contained
herein;

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and agreements contained herein, the Parties hereby agree as
follows:


                                    ARTICLE 1
                            RECITALS AND DEFINITIONS

1.1      Recitals. The Parties hereby acknowledge the accuracy of the  foregoing
         recitals, all of which are incorporated herein by reference  as  though
         set forth at length below.

1.2      Defined Terms.   Unless otherwise   defined herein,  capitalized  terms
         have the meaning ascribed to them in the Loan Agreement.  All reference
         to "dollars" and "$" are to United States Dollars.

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                                    ARTICLE 2
                          AMENDMENTS TO LOAN AGREEMENT

         The Parties hereby amend the Loan Agreement as follows:

2.1      Section 1.1 of the Loan Agreement is hereby deleted and replaced in its
         entirety with the following:

              Borrower agrees to pay to Lender the sum of Four Hundred Seven
              Thousand Five Hundred Dollars ($407,500) with interest at an
              annual rate of fourteen percent (14%), together with all fees and
              charges in connection therewith, on or prior to October 31, 2001
              (the "Maturity Date"). Interest shall be payable as further set
              forth in the note contemplated by Section 1.2.

2.2      The promissory note described in Section  1.2  of  the  Loan  Agreement
         shall be in the form of the  amended  and  restated  promissory    note
         attached hereto as Exhibit A (the "Amended Note"), which, for   greater
         certainty, evidences the financing of other obligations of the Borrower
         to the Lender in connection with this Amendment No. 1.

2.3      The default  interest rate set forth in Section 1.4 shall only apply to
         payments  due and payable  after the date hereof.

2.4      Section 6.1 of the Loan Agreement is hereby deleted and replaced in its
         entirety with the following:

              6.1.   Events of Default

              (a)    Subject to paragraph (b) below, each of the following shall
                     constitute an "Event of Default" hereunder:

               (1) any  representation  or warranty  contained  herein should be
               inaccurate  in  any  material   detail,   as  determined  in  the
               reasonable discretion of Lender,

               (2) there is a breach  hereof by Borrower  or a violation  of the
               terms  and  conditions  set forth  herein,  in the Note or in the
               Security Agreement, or

               (3) there is a breach by  Brittany of any  covenant or  agreement
               contained in the mortgage delivered pursuant to Section 3.12 (the
               "Mortgage").

          Upon the  occurrence  of any Event of Default,  Lender  shall have the
          right to  accelerate  all amounts  owing  hereunder and under the note
          described in Section 1.2, and declare all amounts owing  hereunder due
          and payable.

               (b) In the case of a breach of

               (1) any of Sections 3.1 through 3.7 hereof  inclusive (as well as
               any  of  such   representations  and  warranties  that  are  also
               incorporated into the Security Agreement), or

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               (2) an Event of Default  under  clause  (a)(3)  above (other than
               those  enumerated in Section  7.1(b) of the  Mortgage),  Borrower
               shall have ten (10)  business  days  after  notice  thereof  from
               Lender to cure such  default to the  reasonable  satisfaction  of
               Lender  before  an  "Event  of  Default"  shall be deemed to have
               occurred.

2.5      All references to "this Agreement" (or words of similar connotation) in
         the Loan Agreement shall be deemed to  refer  to  the Loan Agreement as
         amended hereby.

                                    ARTICLE 3
                           CONDITIONS TO EFFECTIVENESS

3.1      The Parties understand and agree that the foregoing amendments
         to the Loan Agreement and the amending and restating of the Original
         Note (in the form of the Amended Note) is conditional upon the delivery
         to the Lender of the following:

          (a) The Amended Note, duly executed by the Borrower; provided that the
          Lender shall (1) return  evidence of the  cancellation of the Original
          Note to Borrower at the closing of the  transactions  contemplated  by
          this  Amendment  No.  1, and (2)  deliver  the  Original  Note  marked
          "Cancelled" to the Borrower as soon as practicable after such closing;

          (b) A certificate of good standing in favor of the Borrower  issued by
          the  Secretaries  of State of the  States of  Delaware  (as a domestic
          corporation) and New Jersey (as a foreign corporation);

          (c) payment to the Lender of One Hundred Thousand Dollars  ($100,000),
          representing  the portion of the  Principal  Balance not payable under
          the Amended Note,  together with all accrued and unpaid interest under
          the Original Note;

          (d)  payment to Davies Ward  Phillips & Vineberg  LLP,  New York,  New
          York,  and  Morris,  Morris & Klein LLP,  United  States  and  general
          counsel  to  the   Lender,   respectively,   of  the  legal  fees  for
          professional  services  ___  rendered  and  ___  disbursements  ___ in
          connection with the transactions  contemplated by this Amendment No. 1
          that are  included on the invoice  delivered by each of such law firms
          at or prior to the time of closing;

          (e)  payment  of all other  costs and fees  incurred  by the Lender in
          connection with the transactions contemplated hereby;

          (f) a modification to that certain Mortgage,  Assignment of Leases and
          Security  Agreement  dated  February 25,  2000,  issued by Brittany in
          favor of the Lender (the "Mortgage"), duly executed by Brittany and in
          proper form for filing, as set forth in Exhibit B hereto; and

          (g) an  acknowledgement  and  consent in the form of Exhibit C hereto,
          duly executed by William Gallagher and Rosalie Gallagher.

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                                    ARTICLE 4
                             THE SECURITY AGREEMENT

4.1      In the event that the Borrower is able to obtain additional
         inventory financing in an amount in excess of $100,000, the Lender
         agrees to negotiate in good faith the terms of a subordination
         agreement with such inventory financier, subject to Section 4.2.

4.2      With respect to the subordination agreement contemplated in
         Section 4.1, the following conditions shall be deemed "reasonable"
         conditions and the Lender's insistence on such terms shall be deemed by
         the Borrower to constitute good faith negotiations for purposes of this
         Section 4:

          (a) such  subordination  agreement  shall only be with  respect to the
          Lender's interest in the Borrower's inventory;

          (b) the  inventory  financier  shall pay all proceeds of its financing
          arrangements  with  the  Borrower  (up to the  then-current  Principal
          Balance under the Amended Note) directly to the Lender in reduction of
          the accrued and unpaid interest on and the Principal Balance under the
          Amended Note; and

          (c) the value of the  inventory  in which the rights of the Lender are
          subordinated  shall not exceed  the  amount(s)  paid by the  inventory
          financier to the Lender under clause (b) above.

4.3      Amendment to Security Agreement.  The Parties hereby amend the Security
         Agreement as follows:


          (a) The  definition  of "Loan  Documents"  in the  Security  Agreement
          (including  without  limitation  as such  defined  term is used in the
          recitals to the Security  Agreement and Section 1 thereof),  is hereby
          amended to include the Loan Agreement,  as amended hereby, the Amended
          Note,  and the  Mortgage,  in each  case as the same  may be  amended,
          restated,  modified,  supplemented or substituted from time to time in
          the future.

          (b)  All   references  to  "this   Agreement"  (or  words  of  similar
          connotation) in the Security Agreement shall be deemed to refer to the
          Security Agreement as amended hereby.


                                    ARTICLE 5
                            MISCELLANEOUS PROVISIONS

5.1      Loan Agreement and Security Agreement Otherwise Unchanged. The
         Parties hereto confirm that the terms and conditions and covenants of
         the Loan Agreement and the Security Agreement remain unchanged and in
         full force and effect, except as expressly modified by Sections 2.1
         through 2.5 and Section 4.3 (as applicable) of this Amendment No. 1.
         Except as expressly set forth therein, all of the terms, provisions and
         conditions contained in each of the Loan Agreement and the Security

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         Agreement, as well as the other documents and instruments delivered to
         the Lender thereunder by the Borrower, are hereby ratified, approved,
         confirmed and shall continue to be binding on the Parties. For greater
         certainty, the execution and delivery by the Lender of this Amendment
         No. 1 shall not effect a current or future waiver of or consent to a
         breach of any provision of the Loan Agreement (as amended hereby), the
         Security Agreement or the Amended Note, all of which may only be
         effected by a written document or instrument to such effect executed at
         such time by the Lender.

5.2      The provisions of Section 5 of the Loan Agreement (including
         without limitation the choice of law in Section 5.5 thereof and the
         submission to jurisdiction and waiver of jury trial set forth in
         Sections 5.9 and 5.10 thereof, respectively) are hereby incorporated by
         reference herein as though set forth at length herein.

5.3      This  Amendment No. 1 may be executed in any number of counterparts and
         by different  Parties  hereto in separate  counterparts,  each of which
         when so executed shall be deemed to be an original and all of which
         taken together shall constitute one and the same agreement.

              [The remainder of this page intentionally left blank]


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         IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized, as of the
date first above written.



REINK IMAGING USA, LTD., as Borrower



By:________________________________________
Name:
Title:



BARRINGTON BANK INTERNATIONAL
LIMITED, as Lender



By:________________________________________
Name:
Title:





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                            EXHIBIT A - AMENDED NOTE





<PAGE>
                  EXHIBIT B - FORM OF MODIFICATION TO MORTGAGE





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                 EXHIBIT C - FORM OF ACKNOWLEDGEMENT AND CONSENT

                                 {See Next Page}





<PAGE>


To:      Barrington Bank International Limited

We, the undersigned, hereby acknowledge familiarity with the transactions
described below and hereby consent thereto:

(1)      Brittany at 2550 Haddonfield Rd., LLC ("Brittany") executing,
         delivering, performing its obligations under, and permitting and/or
         causing to be filed, an amendment to that certain Mortgage, Assignment
         of Leases and Security Agreement dated February 25, 2000 (the
         "Mortgage"), issued by Brittany in your favor (in support of
         obligations of Reink Imaging USA, Ltd.), which amendment provides for
         (among other things) modifications of the obligations secured by such
         Mortgage; and

(2)      The providing of such amendment by Brittany will not be a
         default under the Pledge and Security Agreement dated September 30,
         1999.

The undersigned hereby further consent to such further amendments, restatements,
modifications, supplements or substitutions to the Mortgage as you may require
from time to time in your sole discretion.

Dated the _____ day of ____________________, 2001




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William Gallagher_                            Rosalie Gallagher