EXHIBIT 10.17



                      SECOND AMENDMENT TO COMMERCIAL LEASE

          FOR  VALUABLE  CONSIDERATION,  the  adequacy  and  receipt of which is
hereby acknowledged,  that certain Commercial Lease dated May 17, 1996 ("Lease")
entered  into by and  between  the  William  S. Pine and Lisa Pine  Trust  u/d/t
January 21, 1982 ("Landlord") and Disc Graphics, Inc. ("Tenant"),  as amended by
that certain First  Amendment to  Commercial  Lease dated March 18, 1998 ("First
Amendment"), is hereby amended in the following particulars only:

          1. Pursuant to Paragraph 1.2 of the Lease, Tenant hereby exercises its
Renewal  Option  to  extend  the term of the  Lease  for one (1)  year,  thereby
extending the term of the Lease to May 18, 2001.

          2.  Commencing  with the basic monthly  rental  payment due on June 1,
2000, and continuing each month  thereafter of the term of the Lease,  the basic
monthly rental payment shall be increased  from  $18,405.33 to $22,405.33.  Said
monthly rental payment increase shall be in lieu of the rental  adjustment to be
made as of June 1, 2000 pursuant to Section 3.2 of the Lease.  For the avoidance
of doubt,  the basic monthly  rental  payment due on June 1, 2000 and each month
thereafter  of the term of the  Lease  shall  remain  subject  to the  terms and
conditions  of the Rental  Abatement  provided  for in  Paragraph 2 of the First
Amendment.

          3. On or after June 1, 2000 and  provided  that  Tenant is not then in
default  under the Lease,  Tenant shall have the option to  effectuate  an early
termination of the Lease  ("Termination  Option").  If Tenant elects to exercise
the Termination  Option, same shall be exercised by Tenant giving written notice
of exercise of the Termination  Option to Landlord at least six (6) months prior
to the requested termination date.

          4. Except as otherwise provided for herein, the terms of the Lease, as
amended by the First Amendment, shall remain in full force and effect.

          5. This Second  Amendment to  Commercial  Lease may be executed by the
parties exchanging facsimile signed counterparts of same.

         IN WITNESS  WHEREOF,  this  Second  Amendment  to  Commercial  Lease is
executed as of the set forth hereinbelow.

Dated: February 16, 2000                   "Landlord"

                                            THE WILLIAM S. PINE AND LISA PINE
                                            TRUST u/d/t January 21, 1982


                                            By: /s/ William S. Pine
                                            -----------------------
                                             WILLIAM S. PINE, Trustee



                                            By: /s/ Lisa Pina
                                            -----------------
                                            LISA PINE, Trustee


                                        (Signatures continued on next page)

Dated: February 16, 2000                    "Tenant"

                                            DISC GRAPHICS, INC.


                                            By: /s/ Donald S. Sinkin
                                            ------------------------
                                            DONALD SINKIN, President