Borrower's Confirmation of Security Agreement


     Confirmation  of Security  Agreement  dated  effective  December 1, 1998 in
favor of KeyBank National Association (the "Bank") given by Disc Graphics,  Inc.
("Borrower").

     Borrower has entered into an Amended and Restated  Credit  Agreement  dated
the "Restated Credit  Agreement") with the Bank,  pursuant to which the Bank has
agreed to modify and extend the terms of a prior credit agreement dated February
26, 1997 between the parties (the "Credit  Agreement")  in  accordance  with the
terms of the Restated Credit Agreement.

     Pursuant  to  the  Credit  Agreement,   Borrower  previously  executed  and
delivered  to the  Bank a  Security  Agreement  dated  February  26,  1997  (the
"Security Agreement"), under which Borrower granted the Bank a security interest
in and to certain assets of Borrower, then existing or later acquired, described
and defined as "Collateral" in Section 1(b)(ii) of the Security Agreement.

     Borrower  has asked the Bank to modify  and  extend the terms of the Credit
Agreement, and the Bank agreed to do so, but only on condition that the Borrower
confirms  to the Bank  that its  interest  in the  Collateral  given  under  the
Security  Agreement in connection with the Credit Agreement  constitutes a valid
security in favor of the Bank for the purposes of the Restated Credit Agreement.

     Accordingly,  to induce  the Bank to  modify  and  extend  the terms of the
Credit  Agreement in accordance with the terms of the Restated Credit  Agreement
and in consideration therefor, Borrower confirms, acknowledges and represents to
the Bank as follows:

     The Security  Agreement is in full force and effect in accordance  with the
terms thereof,  and constitutes a legal,  binding and  enforceable  agreement of
Borrower.  The  Security  Agreement  covers  and  grants  the Bank a first  lien
priority  interest  in all assets and  properties  of Borrower  now  existing or
hereafter   acquired   which   constitute   Collateral.   All   warranties   and
representations set forth in the Security Agreement respecting Borrower are true
and  correct,  and  all  covenants  of  Borrower  described  therein  have  been
performed,  as of the date hereof. There have been no changes to the information
set forth in Schedule I of the Security Agreement.

     IN WITNESS  WHEREOF,  Borrower has executed this  confirmation  of Security
Agreement.

                                   Disc Graphics, Inc.


                                   By:_______________________________
                                   Name:  Donald Sinkin
                                   Title: President and Chief
                                          Executive Officer



                                   SCHEDULE I

                                       TO

                               DISC GRAPHICS, INC.


                               SECURITY AGREEMENT


                                Principal Office*

                                10 Gilpin Avenue
                            Hauppauge, New York 11788



                      Other Offices Where Records Are Kept*

                  25 Hoffman Avenue, Hauppauge, New York 11788
                 3116 Vanowen Street, Burbank, California 91505
               1160 West 16th Street, Indianapolis, Indiana 46202


                           Locations Where Collateral
                           Is Stored, Used or Located*

                   10 Gilpin Avenue, Hauppauge, New York 11788
                 198 Greenpond Road, Rockaway, New Jersey 07866
                  25 Hoffman Avenue, Hauppauge, New York 11788
                 3116 Vanowen Street, Burbank, California 91505
               1160 West 16th Street, Indianapolis, Indiana 46202


                            Business and Trade Names
                                 Used by Debtor


         Current Names*                                       Discontinued Names

         Disc Graphics                                        Four Seasons Litho
         Benham Press


* Forms UCC-1 shall be filed in all  jurisdictions  where  Debtor has offices or
stores,  uses or places  Collateral,  under  each  actual and trade name used by
Debtor.