EXHIBIT 10.27

SIXTH AMENDMENT TO CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Sixth  Amendment")  made this 28th day of December,  2001 between DISC
GRAPHICS,  INC.,  a Delaware  corporation,  having its  principal  place of business  at 10 Gilpin  Avenue,  Hauppauge,  New York 11788
("Borrower"),  THE DIME  SAVINGS  BANK OF NEW YORK,  FSB, a New York  banking  organization,  having an office at 1377  Motor  Parkway,
Islandia,  New York 11788 (the "Bank") and DIME COMMERCIAL  CORP., a New York corporation  having a place of business at 1180 Avenue of
the Americas, New York, New York 10036 (the "Agent").

W I T N E S S E T H :

WHEREAS,  the Borrower and the Bank entered into a Credit  Agreement  dated as of the 1st day of December,  1998 as amended by
certain  amendments  thereto  dated  July 1,  1999,  February  25,  2000,  September  20,  2000,  June 22,  2000 and  August  14,  2000
(hereinafter, the "Credit Agreement"); and

WHEREAS,  the  Borrower has  requested  that the Bank agree to certain  amendments  to the Credit  Agreement  and the Bank has
agreed to do so, subject to the execution and delivery of, and subject to the terms and conditions of, this Sixth Amendment; and

WHEREAS, the Bank has requested that the Agent service the Credit Agreement and the transactions  contemplated  thereunder for
the benefit of the Bank, and the Borrower consents to and acknowledges such arrangement.

NOW,  THEREFORE,  in  consideration  of Ten  ($10.00)  Dollars  and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Bank do hereby agree as follows:

1.    Defined Terms.    As used in this Sixth  Amendment,  capitalized  terms,  unless  otherwise  defined,  shall have the meanings
set forth in the Credit Agreement.

2.    Representations  and  Warranties.     As an  inducement  for the  Bank to enter  into  this  Sixth  Amendment,  the  Borrower
represents and warrants as follows:

A.    That with respect to the Credit  Agreement  and the other Loan  Documents  executed in  connection  therewith  and
herewith:

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| | (i)    There are no defenses or offsets to the Borrower's obligations under the Credit Agreement,  as in effect prior to
         the  effectiveness  of this Sixth  Amendment  or as amended  hereby,  the Note,  any of the other Loan  Documents or any other
         agreements  in favor of the Bank  referred to in the Credit  Agreement,  and if any such defenses or offsets exist without the
         knowledge of the Borrower, the same are hereby waived.
| | (ii)    All of the  representations  and warranties made by the Borrower in the Credit Agreement,  as in effect prior to
         the  effectiveness of this Sixth Amendment or as amended hereby,  are true and correct in all material  respects as if made on
         the date hereof,  except for those made with respect to a particular date, which such  representations and warranties are true
         and correct as restated as of such date.              
| | (iii)    The outstanding  aggregate principal balance of the Revolving Credit Loans as of December 21, 2001 as evidenced
         by the Revolving Credit Note is $6,207,177.64.                                                                                                                                                                                                                                                                                        
| | (iv)    The outstanding principal balance of the Mortgage Loan as evidenced by the
Mortgage Loan Note is $416,250.00.                                                                                                                                                                                                                                                                                                                                                   
| | (v)    The outstanding principal balance of the Term Loan as evidenced by the Term Loan Note is $638,900.00.                                                                                                                                                                                                                                                                                                                                                            

3.    Amendment.    The Credit Agreement is hereby amended and restated to read in its entirety as follows:

AMENDED AND RESTATED CREDIT AGREEMENT,  amended and restated as of December 28, 2001 between Disc Graphics,  Inc., 10
Gilpin Avenue,  Hauppauge,  New York 11788, a Delaware  corporation  ("Borrower"),  The Dime Savings Bank of New York,  FSB, 1377 Motor
Parkway,  Islandia,  New York 17788 (the "Bank") and Dime Commercial  Corp.,  1180 Avenue of the Americas,  New York, New York 10036, a
New York corporation (the "Agent").

ARTICLE 1.     DEFINITIONS; ACCOUNTING TERMS.

Section 1.01.   Definitions.     As used in this Agreement, the following terms have the following meanings:

"Additional Costs" shall have the meaning given to that term in Section 5.01 hereof.

"Affiliate" means, with respect to any Person, any Person (a) that directly or indirectly controls,  or is controlled
by, or is under common control with, such Person,  (b) that directly or indirectly  beneficially  owns or holds 5% or more of any class
of voting stock of such Person,  (c) 5% or more of the voting stock of which is directly or  indirectly  beneficially  owned or held by
such  Person,  (d) which is a  partnership  or limited  liability  company in which such Person is  respectively  a general  partner or
manager or (e) who is among such Person's  officers,  directors  joint  venturers,  managers or partners.  The term "control" means the
possession,  directly or indirectly,  of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract, or otherwise.

"Agent" means Dime Commercial Corp., and its successors and assigns.

"Aggregate  Outstandings" means, at a particular time, the aggregate  outstanding  principal balance of all Revolving
Credit Loans.

"Agreement" means this Credit Agreement, as amended or supplemented from time to time.

"Amortization" means amortization as determined in accordance with GAAP.

"Bank" means The Dime Savings Bank of New York, FSB and its successors and assigns.

"Banking Day" means any day on which commercial banks are not authorized or required to close in New York State.

"Blocked Account" shall have the meaning given such term in Section 4.05 of this Agreement.

"Blocked Account Agreement" shall have the meaning given such term in Section 4.05 of this Agreement.

"Borrowing  Base" means at any time an amount equal to the sum of (i) eighty five (85%) percent of Eligible  Accounts
Receivable  plus (ii) the lesser of (x) fifty (50%) percent of Eligible  Inventory or (y) $1,000,000 plus (iii) eighty (80%) percent of
Roll Stock Paper  Inventory.  The Agent  reserves  the right,  in its  reasonable  discretion,  to adjust the advance rate for Eligible
Accounts  Receivable,  Eligible  Inventory  or Roll Stock Paper  Inventory.  Such  adjustments  may be made in order to account for the
expenses  involved in the collection of receivables  and  liquidation of Collateral,  dilution in the Collateral due to obsolescence or
other  considerations,  miscalculation  of value or quantities,  bad debts,  set-offs,  market and other conditions that reasonably may
adversely  affect the value of the  Collateral.  The Agent  agrees to give prompt  notice to the  Borrower of any such  adjustment  and
agrees to discuss  with the  Borrower  the  reasons  for any such  adjustment  and any means by which such  adjustment,  or the reasons
therefor, may be cured or remediated.

"Borrowing Base Certificate" means a certificate,  in the form approved by the Agent,  evidencing the Borrowing Base,
with appropriate calculations therefor.

"Capital  Lease" means any lease which is required to be capitalized on the balance sheet of the lessee in accordance
with GAAP.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Collateral"  means all  personal  property of Borrower  and its  Subsidiaries,  whether  now  existing or  hereafter
arising, which is subject or which is to be subject to the Liens granted by the Security Agreement.

"Contemporary" means Contemporary Color Graphics, Inc.

"Contemporary  Subordinated  Debt" means the Subordinated  Debt owing by the Borrower to Contemporary,  consisting of
(i) the debt of Borrower to  Contemporary  evidenced by the  Borrower's  Promissory  Note dated July 1, 1999 in the original  principal
amount of $1,000,000,  (ii) the debt of Borrower to Contemporary  evidenced by Borrower's  Convertible  Debenture dated July 1, 1999 in
the original  principal amount of $600,000,  and (iii) the debt of Borrower to Contemporary  evidenced by Borrower's  Supplemental Note
dated July 1, 1999 in the original principal amount of $1,000,000.

"Contemporary  Subordination  Agreement"  means the  Subordination  Agreement  dated July 1, 1999 given to the Bank's
predecessor, KeyBank National Association by Contemporary.

"Contemporary  Subordination Documents" means,  collectively,  (i) the Contemporary Subordination Agreement, (ii) the
Borrower's  Promissory  Note dated  July 1, 1999 in the  original  principal  amount of  $1,000,000,  (ii) the  Borrower's  Convertible
Debenture dated July 1, 1999 in the original  principal amount of $600,000,  and (iii) the Borrower's  Supplemental  Note dated July 1,
1999 in the original principal amount of $1,000,000.

"Debt" means,  with respect to any Person (a)  indebtedness of such Person for borrowed money,  (b)  indebtedness for
the deferred  purchase price of property or services,  (c) the face amount of any outstanding  letters of credit issued for the account
of such Person, (d) obligations  arising under acceptance  facilities,  (e) guaranties,  endorsements (other than for collection in the
ordinary course of business) and other contingent  obligations to purchase,  to provide funds for payment, to supply funds to invest in
any Person,  or  otherwise to assure a creditor  against  loss,  (f)  obligations  secured by any Lien on property of such Person,  (g)
obligations of such Person as lessee under Capital Leases and (h) indebtedness of such Person  evidenced by a note, bond,  indenture or
similar instrument.

"Default"  means any event  which  with the  giving of  notice or lapse of time,  or both,  would  become an Event of
Default.

"Default  Rate"  means,  with  respect to the  principal  of any Loan and, to the extent  permitted by law, any other
amount  payable by Borrower  under this  Agreement  or the Note a rate per annum equal at all times to 2% plus the Prime Rate from time
to time in effect.

"Depreciation" means depreciation as determined in accordance with GAAP.

"Dividends" means, for any period, dividends paid by Borrower or any Subsidiary during such period.

"EBITDA"  means,  for any period,  the sum of (a) Net Income,  (b) income taxes paid or payable to any  government or
government  instrumentality,  (c) all Interest Expense paid or accrued on any Debt, (d)  Depreciation and (e) Amortization  during such
period.

"Eligible Accounts  Receivable" means those accounts receivable (net of the pre-billed reserve) of the Borrower which
(i) arise in the ordinary course of business,  (ii) are subject to a first,  perfected  security  interest of the Bank and/or the Agent
and (iii) are  evidenced  by an invoice or other  documentary  evidence  reasonably  satisfactory  to the Bank and the Agent  provided,
however no account receivable shall be an Eligible Account Receivable if:

(a)    it arises out of a sale made by the Borrower to an Affiliate  of the Borrower or to a Person  controlled  by such
an Affiliate;

(b)    it remains due is unpaid more than one hundred  twenty  (120) days after its date of invoice  (including  120 day
credits);

(c)      the account  receivable is from an account  debtor of which fifty (50%) percent or more of such account  debtor's
accounts receivable are otherwise ineligible hereunder;

(d)      any covenant,  representation or warranty  contained in this Agreement or any other Loan Document with respect to
such account receivable has been breached;

(e)     the account  debtor has  commenced a voluntary  case under the federal  bankruptcy  laws, as now  constituted  or
hereafter  amended,  or made an assignment  for the benefit of  creditors,  or a decree or order for relief has been entered by a court
having  jurisdiction  in the premises in respect of the account  debtor in an  involuntary  case under any state or federal  bankruptcy
laws, as now  constituted or hereafter  amended,  or if any other petition or other  application  for relief under any state or federal
bankruptcy  law has been filed  against the account  debtor,  or if the account  debtor has failed,  suspended  business,  ceased to be
solvent,  called a meeting of its creditors, or consented to or suffered a receiver,  trustee,  liquidator or custodian to be appointed
for it or for all or a significant portion of its assets of affairs;

(f)     the sale to the account debtor is on a guaranteed  sale,  sale-and-return,  sale on approval,  consignment or any
other repurchase or return basis or is evidenced by chattel paper;

(g)      the account debtor is the United States of America,  any state or any department,  agency or  instrumentality  of
the United States of America or any state;

(h)     the account debtor is not domiciled in the United States;

(i)     the goods giving rise to such account  receivable  have not been shipped and  delivered to or have been  rejected
by the account debtor or the services  giving rise to such  receivable have not been performed by the Borrower or have been rejected by
the account debtor or the account receivable otherwise does not represent a final sale;

(j)      the account  debtor is also a creditor or supplier of the  Borrower or has  disputed  liability,  or has made any
claim with respect to any other account receivable due to the Borrower,  or the account  receivable  otherwise is or may become subject
to any right of set-off,  provided,  however,  that only the amount of the account  receivable  that is subject to the claim or set-off
shall be ineligible hereunder;

(k)      the Borrower has made any agreement  with the account debtor for any deduction  therefrom,  (except for discounts
or allowances  made in the ordinary  course of business for prompt  payment,  all of which discounts or allowances are reflected in the
calculation of the face value of each respective  invoice related thereto)  provided,  that only the amount of any such deduction shall
be ineligible pursuant to this clause (k);

(l)      any return, rejection or repossession of the merchandise has occurred;

(m)      such account receivable is not payable to the Borrower; or

(n)     the Agent, in its sole discretion in a reasonable manner,  believes that collection of such account receivable is
insecure  or that  such  account  receivable  may not be paid by reason of the  account  debtor's  inability  to pay,  or the  accounts
receivable of the account  debtor exceed a credit limit  determined by the Agent,  in good faith and in the exercise of its  discretion
in a reasonable manner, provided that only the amount of such excess shall be ineligible.

"Eligible  Inventory" means the gross amount of Borrower's  inventory  located in the United States of America,  less
any (a) damaged,  obsolete or unsalable goods, (b) goods to be returned to Borrower's suppliers,  (c) goods in transit to Borrower, (d)
rental or consigned  inventory,  (e) inventory  located at facilities  where neither the Bank nor the Agent, on behalf of the Bank, has
been granted a perfected security interest,  (f) inventory subject to Borrower's  obsolescence  reserve in accordance with GAAP and (g)
Borrower's  Roll Stock Paper  Inventory.  If any inventory is moved to a location  where,  under  applicable law, the Bank's and/or the
Agent's  security  interest  therein  becomes  unperfected  as a result,  provided  it meets the other  requirements  set forth in this
definition,  such  inventory  shall become  Eligible  Inventory 91 days after the date on which the Bank's and/or the Agent's  security
interests are perfected under applicable law.

"Environmental Laws" means (i) the Comprehensive  Environmental Response,  Compensation and Liability Act ("CERCLA"),
(ii) the Resource  Conservation and Recovery Act ("RCRA"),  (iii) the Federal Water Pollution  Control Act, (iv) the Clean Air Act, (v)
the Toxic Substances  Control Act, (vi) the Safe Drinking Water Act, (vii) the  Occupational  Safety and Health Act of 1970, and (viii)
the New York State Environmental  Conservation Law ("ECL"),  Articles 1 through 71, (ix) the Hazardous Material Transportation Act, and
(x) any so-called  federal,  state or local  "Superfund"  or  "Superlien"  laws and (b) any and all other laws,  rules or  regulations,
relating to or imposing liability,  including without limitation (i) strict liability,  (ii) standards of conduct concerning  hazardous
materials, (iii) protection of the environment (including,  without limitation,  air, surface water, ground water, or soil), including,
without  limitation,  any of the same  relating to the  manufacture,  processing,  distribution,  use,  treatment,  storage,  disposal,
transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time,  including any rules
and regulations promulgated thereunder.

"ERISA  Affiliate"  means any  corporation  or trade or business  which is a member of the same  controlled  group of
corporations  (within the meaning of Section 414(b) of the Code) as Borrower or is under common control  (within the meaning of Section
414(c) of the Code) with Borrower.

"Event of Default" has the meaning given such term in Section 11.01.

"Facility Fee" means the fee described in Section 2.09(a) hereof.

"Field  Examination"  means an  examination  of the accounts  receivable  and inventory of the Borrower and all other
Collateral  subject to the Lien of the  Security  Agreement(s),  and all books and  records  and other  information  relating  thereto,
financial or otherwise, to be performed by employees or other representatives of the Bank and/or the Agent.

"Forfeiture  Proceeding" means the commencement of any prejudgment action or proceeding  affecting Borrower or any of
its  Subsidiaries  pursuant to any statute,  rule or regulation which permits any governmental  agency or  instrumentality  to obtain a
prejudgment seizure or forfeiture of any of their property.

"GAAP" means  generally  accepted  accounting  principles  in the United  States of America as in effect from time to
time, applied on a basis consistent with those used in the preparation of the financial statements referred to in Section 7.05.

"Graphcorr, LLC" means Graphcorr, LLC, previously known as Micro Flutes, LLC, a Delaware limited liability company.

"Guaranty"  means the  Guaranty  in the form of Exhibit B executed by each of the  Guarantors,  secured by a Security
Agreement.

"Guarantor  Confirmation  Agreement"  means the  Guarantor  Confirmation  Agreement in the form of Exhibit B-1, to be
executed by each of the Guarantors.

"Guarantors"  means Four Seasons Litho,  Inc., Disc Graphics Label Group,  Inc., and Cosmetic Sampling  Technologies,
Inc.,  each a Subsidiary  of Borrower and each a party to the Guaranty and the Guaranty  Confirmation.  Guarantors  shall  include each
future Subsidiary which is required to become a party to the Guaranty in accordance with Section 9.10 hereof.

"Hazardous  Substance"  means any substance,  waste or material  regulated  under by any  Environmental  Law, and any
substance which, due to its toxicity or reactivity (as determined by any court,  governmental or regulatory  authority or agency having
jurisdiction or interpretative power thereon),  poses a threat to human health or the environment,  including,  but not limited to, all
materials,  wastes,  substances,  pollutants and contaminants  from time to time defined or classified as such under any  Environmental
Law.

"Interest  Coverage  Ratio"  means the ratio of (a) EBITDA of the Borrower and its  subsidiaries,  on a  consolidated
basis,  to (b) Interest  Expense of the Borrower and its  Subsidiaries  on a consolidated  basis,  each measured and determined for the
four (4) fiscal quarters then ended.

"Interest  Expense" means interest expense of Borrower and its Subsidiaries on a consolidated  basis for a particular
period as reflected in its financial statements and calculated in accordance with GAAP.

"Lien" means any lien  (statutory or  otherwise),  security  interest,  mortgage,  deed of trust,  priority,  pledge,
charge,  conditional sale, title retention  agreement,  Capital Lease or other encumbrance or similar right of others, or any agreement
to give any of the foregoing.

"Loan" or "Loans" means one or more, as the context  requires,  of the Revolving  Credit Loans, the Mortgage Loan and
the Term Loan.

"Loan Documents" means this Agreement,  the Notes, the Guaranty, the Guarantor Confirmation  Agreement,  the Security
Agreements,  the  Security  Agreement  Confirmations,  the Notice of  Borrowing,  the  Mortgage  Documents  and all other  documents or
instruments executed in connection herewith or therewith.

"Mortgage  Documents" means the documents  executed by the Borrower in connection with the Mortgage Loan,  including,
without  limitation,  the Mortgage Loan Note,  the Mortgage and Security  Agreement  dated January 16, 1998,  the Hazardous  Substances
Indemnity  Agreement  dated January 16, 1998,  the  Assignment  of Rents and Leases dated  January 16, 1998 and all other  documents or
instruments executed in connection therewith.

"Mortgage  Loan"  means the  mortgage  loan made by the Bank to the  Borrower  on January  16,  1998 in the  original
principal amount of $675,000.

"Mortgage Loan Note" means the amended and restated  promissory  note of the Borrower in the form of Exhibit B hereto
evidencing the Mortgage Loan.

"Multiemployer  Plan" means a Plan defined as such in Section  4001(a)(3) of ERISA to which  contributions  have been
made by Borrower or any ERISA affiliate and which is covered by Title IV of ERISA.

"Net Worth" means,  at any  particular  date, the amount of the excess of Total Assets over Total  Liabilities  which
would,  in  accordance  with GAAP,  be  included  under  shareholders'  equity on a  consolidated  balance  sheet of  Borrower  and its
Subsidiaries as at such date.

"Note" or "Notes" means one or more, as the context  requires,  of the Revolving  Credit Note, the Mortgage Loan Note
and the Term Loan Note.

"Notice of Borrowing" means the document signed by an officer of Borrower in the form annexed as Exhibit F.

"Original Closing Date" shall mean February 26, 1997.

"PBGC" means the Pension Benefit Guaranty  Corporation and any entity succeeding to any or all of its functions under
ERISA.

"Person"  means an  individual,  partnership,  corporation,  business  trust,  joint stock  company,  trust,  limited
liability company, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

"Plan" means any employee benefit or other plan established or maintained,  or to which contributions have been made,
by Borrower or any ERISA  Affiliate  and which is covered by Title IV of ERISA or to which  Section  412 of the Code  applies  provided
that such term shall not include plans terminated prior to the date hereof.

"Prime Rate" means that rate of interest  from time to time  determined  or  announced  by the Bank at its  Principal
Office from time to time as its prime  lending  rate.  The Prime Rate is not  necessarily  the lowest  rate of interest  charged by the
Bank on loans or other credit relationships.

"Principal Office" means the principal office of the Bank.

"Regulation D" means  Regulation D of the Board of Governors of the Federal Reserve System as the same may be amended
or supplemented from time to time.

"Regulation T" means  Regulation T of the Board of Governors of the Federal Reserve System as the same may be amended
or supplemented from time to time.

"Regulation U" means  Regulation U of the Board of Governors of the Federal Reserve System as the same may be amended
or supplemented from time to time.

"Regulation X" means  Regulation X of the Board of Governors of the Federal Reserve System as the same may be amended
or supplemented from time to time.

"Regulatory  Change" means any change after the date of this Agreement in federal,  state,  municipal or foreign laws
or  regulations  (including  Regulation  D) or the adoption or making after such date of any  interpretations,  directives  or requests
applying to a class of banks  including  the Bank of any  federal,  state,  municipal or foreign  laws or  regulations  (whether or not
having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof.

"Reportable  Event"  means any of the  events set forth in  Section  4043(b) of ERISA as to which  events the PBGC by
regulation  has not waived the  requirement  of Section  4043(a) of ERISA that it be notified  within 30 days of the occurrence of such
event,  provided  that a failure to meet the  minimum  funding  standard  of Section 412 of the Code or Section 302 of ERISA shall be a
Reportable Event regardless of any waivers given under Section 412(d) of the Code.

"Revolving  Credit  Commitment" means the obligation of the Bank to extend revolving credit to Borrower in accordance
with the terms  hereof in the  aggregate  principal  amount not to exceed  $11,000,000,  as such  amount  may be  reduced or  otherwise
modified from time to time in accordance with the terms hereof.

"Revolving Credit Facility" means the Revolving Credit Facility provided for in Article II hereof.

"Revolving Credit Loans" mean any Loan made by the Bank pursuant to Section 2.01 hereof.

"Revolving  Credit  Note" means an amended and restated  promissory  note of Borrower in the form of Exhibit A hereto
evidencing the Revolving Credit Loans made by the Bank hereunder.

"Revolving  Credit  Termination Date" means the earlier of (i) the date on which the Revolving Credit Loan is paid in
full and the Revolving Credit Commitments shall terminate  hereunder and the obligations of Borrower in connection  therewith have been
satisfied or (ii) December 1, 2004, unless such date is not a Banking Day, then the next succeeding Banking Day.

"Roll Stock Paper Inventory" means inventory of the Borrower reported as such on the Borrower's  financial statements
and which is paper inventory that remains in original rolled form and has not gone through the sheeting process.

"Security  Agreement"  means, with respect to Borrower,  the Security  Agreement in substantially the form of Exhibit
C-I, and with respect to each Guarantor, in the form of Exhibit C-2, delivered by Borrower under the terms of this Agreement.

"Security  Agreement  Confirmations"  means,  with respect to Borrower,  the  Confirmation  of Security  Agreement in
substantially  the form of Exhibit C-3, and with respect to each  Guarantor,  the  Confirmation of Security  Agreement,  in the form of
Exhibit C-4, to be delivered by Borrower under the terms of this Agreement.

"Sixth Amendment" means the Sixth Amendment to Credit  Agreement,  dated as of December 28, 2001, among the Borrower,
the Bank and the Agent.

"Sixth  Amendment  Closing Date" means the date the Sixth  Amendment has been executed by Borrower,  the Bank and the
Agent and all conditions precedent to the effectiveness of the Sixth Amendment have been satisfied.

"Solvent"  means,  when used with respect to any Person on a particular date, that on such date (a) the fair saleable
value of its assets is in excess of the total  amount of its  liabilities,  including,  without  limitation,  the  reasonably  expected
amount of such Person's obligations with respect to contingent  liabilities,  (b) the present fair saleable value of the assets of such
Person is not less than the amount  that will be  required  to pay the  probable  liability  of such Person on its Debts as they become
absolute  and  matured,  (c) such Person does not intend to and does not believe  that it will incur Debts or  liabilities  beyond such
Person's  ability to pay as such Debts and  liabilities  mature and (d) such Person is not engaged in  business or a  transaction,  for
which such Person's property, would constitute an unreasonably small capital.

"Subsidiary"  means, as to any Person,  any corporation,  partnership,  limited  liability  company or other business
organization  or entity of which at least a majority of the  securities  or other  ownership  interests  having  ordinary  voting power
(absolutely  or  contingently)  for the election of directors  or other  persons  performing  similar  functions  are at the time owned
directly or indirectly by such Person.

"Subordinated  Debt" means Debt of any Person,  the  repayment  of which the obligee has agreed in writing,  on terms
which have been  approved by the Bank and the Agent in advance in writing,  are  subordinate  and junior to the rights of the Bank with
respect to Debt owing from such Person to the Bank.

"Term Loan"  means the term loan made by the Bank to the  Borrower  on January  12,  1999 in the  original  principal
amount of $999,900.00.

"Term Loan Note" means the  amended  and  restated  promissory  note of the  Borrower in the form of Exhibit C hereto
evidencing the Term Loan.

"Total  Assets" means,  at a particular  date,  all amounts which would,  in accordance  with GAAP, be included under
assets on a consolidated balance sheet of Borrower and its Subsidiaries as at such date.

"Total  Liabilities" means, at a particular date, all amounts which would, in accordance with GAAP, be included under
liabilities on a consolidated balance sheet of Borrower and its Subsidiaries as at such date.

"Unfunded Vested  Liabilities" means, with respect to any Plan, the amount (if any) by which the present value of all
vested benefits under the Plan exceeds the fair market value of all Plan assets  allocable to such benefits,  as determined on the most
recent  valuation date of the Plan and in accordance with the provisions of ERISA for  calculating the potential  liability of Borrower
or any ERISA Affiliate to the PBGC or the Plan under Title IV of ERISA.

Section  1.02.   Accounting  Terms.     All  accounting  terms not  specifically  defined  herein  shall be  construed in
accordance with GAAP, and all financial data required to be delivered hereunder shall be prepared in accordance with GAAP.

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ARTICLE 2.     REVOLVING CREDIT FACILITY

Section 2.01.    Revolving Credit Loans.     Subject to the terms and conditions of this Agreement,  the Bank, through the
Agent,  agrees to make  Revolving  Credit Loans to Borrower  from time to time from and  including the date hereof to but excluding the
Revolving  Credit  Termination  Date up to but not exceeding at any one time  outstanding the amount of the lesser of (i) the Borrowing
Base or (ii) the Revolving  Credit  Commitment;  provided,  that no Revolving Credit Loan shall be made if, after giving effect to such
Revolving  Credit Loan, the Aggregate  Outstandings at the time would exceed the lesser of (i) the Borrowing Base or (ii) the Revolving
Credit Commitment in effect on such date.  Subject to the foregoing limits,  Borrower may borrow,  repay and reborrow,  on or after the
date hereof and prior to the Revolving Credit  Termination  Date, all or a portion of the Revolving Credit Commitment  hereunder.  Each
Loan may be credited  to any deposit  account of Borrower  with Bank or any  Affiliate  of the Bank,  may be paid to Borrower or may he
applied to any  obligation  of Borrower to the Bank,  the Agent or any other  Affiliate  of the Bank,  as the Bank or the Agent may, in
each instance, elect.

Section  2.02.   The  Revolving  Credit Note.     The  Revolving  Credit  Loans shall be evidenced by a single  Revolving
Credit Note in favor of the Bank  substantially  in the form of Exhibit A with appropriate  insertions,  duly executed and completed by
Borrower.  The Bank  and/or  the Agent is  authorized  to record  the date and amount of each  Revolving  Credit  Loan and the date and
amount of each payment or prepayment of principal  thereof,  in its records or on the schedules  annexed to and  constituting a part of
the Revolving  Credit Note, and, absent manifest error, any such recordation  shall constitute  conclusive  evidence of the information
so recorded;  provided that the failure to make any such  recordation  shall not in any way affect  Borrower's  obligation to repay the
Revolving  Credit Loans.  The Revolving  Credit Note shall (a) be dated the Sixth  Amendment  Closing Date, (b) mature on the Revolving
Credit  Termination  Date and (c) bear interest from and including the date hereof on the unpaid  principal amount thereof from time to
time outstanding as provided herein.

Section 2.03.   Use of Proceeds.

(a)     Borrower shall use the proceeds of the Revolving Credit Loans for working capital  purposes.  No part of the
proceeds of any of the Loans will be used for any  purpose  which  violates  the  provisions  of  Regulation  T, U or X of the Board of
Governors of the Federal Reserve System as in effect on the date of making such Loans.

(b)     Borrower  shall  indemnify  the Bank and the Agent  and hold  them  harmless  from and  against  any and all
liabilities,  losses, damages, costs and expenses (including,  without limitation, the reasonable fees and disbursements of counsel for
the Bank and the Agent in connection with any  investigative,  administrative  or judicial  proceeding,  whether or not the Bank or the
Agent is designated a party  thereto)  which may be incurred by the Bank or the Agent,  relating to or arising out of this Agreement or
any actual or proposed  use of proceeds of Loans  hereunder; provided,  that neither the Bank nor the Agent shall have the right to be
indemnified hereunder for its own gross negligence or willful misconduct.

Section  2.04.   Borrowing  Procedures  for Revolving  Credit
Loans.     Requests for Loans to Borrower from the Bank and
directions as to the  disposition  of the proceeds  thereof may be given orally  (including by telephone) or in writing to the Agent by
the officers of Borrower or other persons  authorized to borrow on Borrower's  behalf by borrowing  resolutions of Borrower's  Board of
Directors  heretofore  delivered to the Agent, as such  resolutions  may be amended or superseded from time to time,  provided that any
such amending or superseding  resolutions shall have been certified by the Secretary or an Assistant Secretary of Borrower,  and a copy
thereof,  so  certified,  shall have been  delivered to an officer of the Agent.  The Agent may  conclusively  rely on the  authorities
contained  in such  resolutions.  Any such Loan so made  shall be  conclusively  presumed  to have been made to or for the  benefit  of
Borrower  and  Borrower  shall be liable in  respect  thereof  when made in  accordance  with any such  request or  direction,  or when
deposited to any account of Borrower with the Bank or any  Affiliate of the Bank,  even though  persons other than those  authorized to
borrow on behalf of Borrower may have  authority to draw against such  account.  The Agent and the Bank may rely on any such request or
direction  which  either of them  reasonably  believes to be genuine,  and the Agent and the Bank shall be fully  protected in so doing
without any duty to make further inquiry as to such genuineness.

If any request  for a Loan is  received  by the Agent  after 12:00 p.m. on a Banking Day which is the last  Banking Day of the
month or the last Banking Day before a bank holiday,  such request for a Loan shall be deemed,  for the purposes of this Agreement,  as
received  on the next  succeeding  Banking  Day. If a request for a Loan is received  after 1:00 p.m. on any other  Banking  Day,  such
request  for a Loan shall be deemed,  for the  purposes  of this  Agreement,  as  received on the next  succeeding  Banking  Day.  Upon
compliance with the foregoing,  and subject to the other conditions of this Agreement,  the Agent shall make available to Borrower,  in
immediately  available funds, the amount of such Revolving  Credit Loan by crediting a designated  account of Borrower  maintained with
the Bank.

Section 2.05.   Interest on Revolving Credit Loans.     Borrower shall pay to the Agent, on behalf of the Bank,  interest
upon any unpaid balance on Borrower's  Revolving  Credit Loans at the close of each day, which interest shall be due and payable to the
Agent,  on behalf of the Bank,  on the first  Banking  Day of the  following  month.  Any  failure or delay by the Agent or the Bank in
presenting  invoices for interest  shall not  discharge or relieve  Borrower of its  obligation  to make such  interest  payments.  The
interest  rate which  shall be used to  calculate  the amount of interest  due each month shall be the Prime Rate in effect  during the
period for which interest is being  calculated plus one (1%) percentage  point per annum.  The interest due each month shall he paid by
Borrower or, at the option of the Agent or the Bank,  charged to any checking or loan account  maintained  by Borrower with the Bank or
any  Affiliate of the Bank,  but if not paid within ten (10) days of the close of each month,  interest  may, at the  discretion of the
Agent or the Bank,  be added to  Borrower's  Revolving  Credit Loan  balance.  Interest  shall be  calculated on the basis that one day
represents  1/360th  of a year.  The Prime Rate may he  changed  from time to time by Bank,  without  notice to  Borrower  and shall be
effective on the date any such change occurs.

Section  2.06.   Changes of  Commitment.   (a)   
Borrower may reduce or terminate the amount of unused  Revolving  Credit
Commitment  from time to time but not more than four times  during the term of this  Agreement  or more than once  during any  calendar
year by giving  notice to the Bank of each such  reduction  or  termination  to the Bank as  provided  in  Section  4.01.  Any  partial
reduction  shall be in a minimum  aggregate  amount of $1,000,000 or, if greater,  in integral  multiples of $250,000.  Once reduced or
terminated,  the Revolving  Credit  Commitment may not be reinstated  and the Borrower  shall to the Agent,  on behalf of the Bank, the
amount of all outstanding  principal (in excess of such reduced  Revolving Credit  Commitment,  if same is reduced and not terminated),
interest plus fees and expenses owed to the Bank by the Borrower under this Agreement,  or otherwise,  including but not limited to the
Early Termination Fee as set forth in paragraph (b) below.

(b)    The Early Termination Fee shall be:

| |                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)    Three  (3%) of the amount of the  Revolving  Credit  Commitment  which is  reduced  or  terminated  if reduced or
terminated prior to the first anniversary of the date of this Agreement;                                                                                                                                                    
| | (ii)    Two (2%) of the  amount of the  Revolving  Credit  Commitment  which is  reduced  or  terminated  if  reduced or
terminated prior to the second anniversary of the date of this Agreement; and                                                                                                                                               
| | (iii)    One (1%) of the  amount of the  Revolving  Credit  Commitment  which is  reduced  or  terminated  if reduced or
terminated  prior to the third  anniversary of the date of this Agreement.  No Early  Termination Fee shall be payable if the Revolving
Credit Commitment is refinanced by the Bank, the Agent or any Affiliate of the Bank.

Section  2.07.   Minimum  Amounts.     Except for  borrowings  which exhaust the full  remaining  amount of the Revolving
Credit  Commitment,  and prepayments which result in the prepayment of all Loans, each borrowing and each prepayment of principal shall
be at least $50,000, and if greater, in integral multiples of $10,000.

Section  2.08.   Fees.   (a)    Borrower has
 paid to the Bank a Facility Fee equal to $5,000 on the Original  Closing Date
and shall  continue to pay a Facility Fee in such amount on each  anniversary of
the Original  Closing Date until the Revolving  Credit Termination Date.

(b)   The Borrower shall pay to the Agent a Collateral  Monitoring Fee of $300 per month, payable on the first day
of each calender month.

Section  2.09.   Overdraft.     In the event the Bank or any  Affiliate of the Bank honors a check of Borrower  resulting
in Borrower's  checking account being overdrawn,  then the Bank, at its option,  shall be deemed to have advanced to Borrower  pursuant
to the  terms  hereof,  on the  Banking  Day  immediately  preceding  the day on which  Borrower's  check is  tendered  to the Bank for
collection,  a Revolving  Credit Loan in the amount of such  overdraft.  Nothing  contained  herein  shall be deemed or be construed to
obligate the Agent or the Bank, or any Affiliate of the Agent or the Bank to honor any overdrafts of Borrower.

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ARTICLE 3.     MORTGAGE LOAN AND TERM LOAN.

Section  3.01.   Mortgage  Loan.     The Bank made the Mortgage Loan to the Borrower on January 16, 1998 and the Borrower
has  requested  that the Bank  agree to a change in the  amortization  of the  Mortgage  Loan,  and the Bank has agree to such  change,
subject to the terms and  conditions  of this  Agreement.  The  outstanding  principal  balance of the Mortgage Loan on the date of the
Sixth Amendment is $416,250.00.

Section  3.02.   Mortgage  Loan Note.     The Mortgage Loan shall be evidenced by the Mortgage Loan Note of the Borrower.
The Mortgage  Loan Note shall be dated the date hereof and shall  mature on December 1, 2004 at which time the entire then  outstanding
principal  balance and all  interest  thereon  shall be due and payable.  The Mortgage  Loan Note shall be entitled to the benefits and
subject to the provisions of this Agreement.

Section  3.03.   Repayment  of the  Mortgage  Loan Note.     The  principal  balance of the  Mortgage  Loan Note shall be
payable in thirty six (36) monthly  installments,  each due on the first  Business Day of each  calendar  month  beginning on the first
such day after the Sixth  Amendment  Closing Date and continuing on the first Business Day of each calendar month  thereafter.  Each of
the first thirty five (35) such monthly  principal  installments  shall be in the amount of $5,625.00  and the thirty sixth (36th) such
monthly  principal  installment  shall be in an amount equal to the then outstanding  principal  balance of the Mortgage Loan Note. All
payments of principal on the Mortgage Loan Note shall be payable to the Agent, on behalf of the Bank.

Section  3.04.   Payment of Interest on the  Mortgage  Loan Note.
 Borrower  shall pay to the Agent,  on behalf of the Bank,  interest upon any unpaid  balance on Borrower's  Mortgage Loan at the close
of each day, which interest shall be due and payable to the Agent,  on behalf of the Bank, on the first Banking Day of the  following
month.  Any failure or delay by the Agent or the Bank in presenting  invoices for interest  shall not discharge or relieve  Borrower
of its  obligation to make such interest  payments.  The interest  rate which  shall be used to  calculate  the amount of interest
due each month shall be the Prime Rate in effect  during the period for which interest is being  calculated plus one (1%) percentage
point per annum.  The interest due each month shall he paid by Borrower or, at the option of the Agent or the Bank,  charged to any
checking or loan account  maintained  by Borrower with the Bank or any  Affiliate of the Bank,  but if not paid within ten (10) days
of the close of each month,  interest  may, at the  discretion of the Agent or the Bank,  be added to  Borrower's  Revolving  Credit
Loan  balance.  Interest  shall be  calculated on the basis that one day represents  1/360th  of a year.  The Prime Rate may he
changed  from time to time by Bank,  without  notice to  Borrower  and shall be effective on the date any such change occurs.

Section 3.05.   Prepayment of the Mortgage Loan.    The Borrower shall have the right at any time and from time to time to
prepay the Mortgage Loan, in whole or in part,  without  premium or penalty,  on one Business Day prior  irrevocable  written notice to
the Bank of such  prepayment  provided,  however,  that  each  such  prepayment  shall be on a  Business  Day and shall be in a minimum
principal  amount of $50,000.00 and in increased  integral  multiples of $25,000.00.  The notice of prepayment  under this Section 3.05
shall set forth the prepayment  date and the principal  amount being prepaid and shall be irrevocable  and shall commit the Borrower to
prepay the Mortgage Loan by the amount and on the date stated  therein.  All  prepayments  shall be accompanied by accrued  interest on
the principal  amount being prepaid to the date of prepayment.  Each prepayment  under this Section 3.05 shall be applied first towards
unpaid  interest on the amount being prepaid and then towards the principal in whole or partial  prepayment of the Mortgage  Loan.  Any
partial prepayment of the Mortgage Loan shall be applied to the installments of principal of the then most distant maturity.

Section  3.06.   Term Loan.     The Bank made the Term Loan to the  Borrower  on January 12,  1999 and the  Borrower  has
requested that the Bank agree to a change in the  amortization of the Term Loan, and the Bank has agree to such change,  subject to the
terms and  conditions of this  Agreement.  The  outstanding  principal  balance of the Term Loan on the date of the Sixth  Amendment is
$638,900.00.

Section  3.07.   Term Loan Note.     The Term Loan shall be  evidenced  by the Term Loan Note of the  Borrower.  The Term
Loan Note shall be dated the date  hereof and shall  mature on December  1, 2004 at which time the entire  then  outstanding  principal
balance and all  interest  thereon  shall be due and  payable.  The Term Loan Note shall be entitled to the benefits and subject to the
provisions of this Agreement.

Section  3.08.   Repayment  of the Term Loan  Note.     The  principal  balance of the Term Loan Note shall be payable in
thirty six (36) monthly  installments,  each due on the first Business Day of each calendar month beginning on the first such day after
the Sixth  Amendment  Closing Date and continuing on the first Business Day of each calendar month  thereafter.  The monthly  principal
installment  due on January 1, 2002 shall be in the amount of $11,000.00;  each monthly  principal  installment due on February 1, 2002
through  January 1, 2003 shall be in the amount of  $11,800.00;  each  monthly  principal  installment  due on February 1, 2003 through
January 1, 2004 shall be in the amount of $12,600.00;  each monthly  principal  installment due on February 1, 2004 through November 1,
2004 shall be in the amount of $13,500.00 and the thirty sixth (36th) such monthly  principal  installment  shall be in an amount equal
to the then  outstanding  principal  balance of the Term Loan Note. All payments of principal on the Term Loan Note shall be payable to
the Agent, on behalf of the Bank.

Section  3.09.   Payment of Interest on the Term Loan Note.   
Borrower  shall pay to the Agent,  on behalf of the Bank,
interest  upon any unpaid  balance on Borrower's  Term Loan at the close of each day,  which  interest  shall be due and payable to the
Agent,  on behalf of the Bank,  on the first  Banking  Day of the  following  month.  Any  failure or delay by the Agent or the Bank in
presenting  invoices for interest  shall not  discharge or relieve  Borrower of its  obligation  to make such  interest  payments.  The
interest  rate which  shall be used to  calculate  the amount of interest  due each month shall be the Prime Rate in effect  during the
period for which  interest is being  calculated  minus one and three  quarter (1 3/4%)  percentage  points per annum.  The interest due
each month shall he paid by Borrower or, at the option of the Agent or the Bank,  charged to any  checking or loan  account  maintained
by Borrower  with the Bank or any  Affiliate  of the Bank,  but if not paid  within ten (10) days of the close of each month,  interest
may, at the  discretion of the Agent or the Bank, be added to Borrower's  Revolving  Credit Loan balance.  Interest shall be calculated
on the basis that one day  represents  1/360th of a year.  The Prime Rate may he changed from time to time by Bank,  without  notice to
Borrower and shall be effective on the date any such change occurs.

Section 3.10.   Prepayment of the Term Loan.   (a)    The Borrower shall have the right at any time and from time to time to
prepay the Term Loan, in whole or in part,  without  premium or penalty,  on one Business Day prior  irrevocable  written notice to the
Bank of such prepayment  provided,  however,  that each such prepayment shall be on a Business Day and shall be in a minimum  principal
amount of $50,000.00  and in increased  integral  multiples of $25,000.00.  The notice of prepayment  under this Section 3.10 shall set
forth the prepayment  date and the principal  amount being prepaid and shall be irrevocable and shall commit the Borrower to prepay the
Term Loan by the amount and on the date stated  therein.  All  prepayments  shall be accompanied  by accrued  interest on the principal
amount being prepaid to the date of prepayment  and by the  Prepayment Fee required  pursuant to paragraph (b) below.  Each  prepayment
under this Section 3.10 shall be applied first towards unpaid  interest on the amount being  prepaid,  second to the Prepayment fee due
pursuant  to  paragraph  (b) below and then  towards  the  principal  in whole or  partial  prepayment  of the Term Loan.  Any  partial
prepayment of the Term Loan shall be applied to the installments of principal of the then most distant maturity.

(b)    The Prepayment Fee shall be:

| |                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)    Three (3%) of the amount of the Term Loan which is  prepaid  prior to the first  anniversary  of the date of this
Agreement;                                                                                                                       
| | (ii)    Two (2%) of the  amount of the Term Loan which is prepaid  prior to the second  anniversary  of the date of this
Agreement; and                                                                                                                   
| | (iii)    One (1%) of the  amount of the Term Loan which is prepaid  prior to the third  anniversary  of the date of this
Agreement. No Prepayment fee shall be payable if the Term Loan is refinanced by the Bank, the Agent or any Affiliate of the Bank.

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ARTICLE 4.     GENERAL CREDIT PROVISIONS; FEES AND PAYMENTS.

Section 4.01.   Certain  Notices.     Borrower shall give Notice of Borrowing to the Agent of each borrowing  pursuant to
Section 2.04, each prepayment  pursuant to Section 4.02 and each reduction or termination of Revolving  Credit  Commitment  pursuant to
Section  2.06.  Each such notice shall be  irrevocable,  and shall be effective  (except as otherwise  provided in Section 2.04 of this
Agreement) on the date of receipt only if received by the Agent not later than 11:00 a.m., New York City time as follows:

(a)    In the case of borrowings and prepayments of Loans, at least one Banking Day prior thereto; and

(b)    In the case of reductions or termination of the Revolving Credit Commitment, ten days prior thereto.

Each such notice  relating to the  borrowing or prepayment of a Loan shall specify the Loan to be borrowed or prepaid and the amount of
the Loan to be borrowed  or prepaid  and the date of  borrowing  or  prepayment  (which  shall be a Banking  Day).  Each such notice of
reduction or termination of the Revolving Credit  Commitment shall specify the amount of the Revolving Credit  Commitment to be reduced
or terminated.

Section 4.02.   Prepayments.

(a)    Borrower  shall  have the right at any time and from time to time to prepay  any Loan,  in whole or in part,
upon at least one Banking  Day's prior  written  notice to the Agent;  provided,  however,  that each such partial  prepayment of Loans
shall not be less than $50,000 or if greater, in amounts which are integral multiples of $10,000.

(b)    On the date of any reduction of the Revolving Credit Commitment as provided in Section 2.06,  Borrower shall
(i) pay or prepay so much of the Loans as shall be necessary in order that the  Aggregate  Outstandings  will not exceed the  Revolving
Credit Commitment after giving effect to such reduction and (ii) pay the fees specified in Section 2.08(b) of this Agreement.

(c)     If at any time the aggregate  outstanding  Revolving  Credit Loans exceed the Borrowing  Base (a "Borrowing  Base
Deficiency"),  the Borrower shall prepay the Revolving Credit Loans in the amount of the Borrowing Base  Deficiency,  without notice or
demand  from the Bank or the Agent,  provided,  however,  that if the  Borrowing  Base  Deficiency  is the  result of the Agent  having
adjusted the Borrowing  Base, in accordance with the definition of "Borrowing  Base" in Section 1.01 of this Agreement,  the prepayment
due under this Section  4.02(c) shall be due seven (7) days  following  notice from the Agent to the Borrower of the  adjustment to the
Borrowing Base and the resulting Borrowing Base Deficiency.

(d)    On the date of any  prepayment of the Term Loan, in whole or in part, the Borrower shall pay to the Bank the fees
specified in Section 3.10 of this Agreement.

(e)    All  prepayments  of  principal  shall be  accompanied  by the payment of all  accrued  interest on the amount so
prepaid.  All partial  prepayments of the Mortgage loan or the Term Loan shall be applied to the scheduled  principal  installments  of
such Loans in the inverse order of maturity.

Section 4.03.   Default  Interest.     Notwithstanding  any other  provision of this  Agreement,  upon the occurrence and
continuance of an Event of Default, each Loan outstanding hereunder shall bear interest at a rate per annum equal to the Default Rate.

Section  4.04.   Payments  Generally.     All payments  under this  Agreement  or the Notes shall be made in  immediately
available  funds not later than 1:00 p.m.  New York City time on the  relevant  dates  specified  above at the  Agent's  office at 1180
Avenue of the Americas, New York, New York 10036.

(a)    Any payment  made after such time on such due date shall be deemed to have been made on the next  succeeding
Banking Day.

(b)         Whenever a new Loan is to be made on a date Borrower repays any principal of an outstanding  Loan, the Agent
shall apply the  proceeds  of such new Loan to the payment of the  principal  to be repaid and only an amount  equal to the  difference
between the  principal  to be borrowed  and the  principal to be repaid  shall be made  available  by the Bank,  through the Agent,  to
Borrower as provided in Section 2.04 or paid by Borrower to the Agent,  on behalf of the Bank,  pursuant to this Section  4.04,  as the
case may be.

(c)         The Bank and/or the Agent may (but shall not be obligated  to) debit the amount of any such payment which is
not made by the time specified in Section  4.04(a) to any ordinary  deposit  account of Borrower with the Bank.  Borrower shall, at the
time of making each payment under this  Agreement or any of the Notes,  specify to the Agent the  principal or other amount  payable by
Borrower under this Agreement.  If Borrower fails to so specify,  the payment will be applied (i) first to the Revolving  Credit Loans,
second to the Term Loan and third to the  Mortgage  Loan and (ii) in all  cases,  first to  interest  and then to  principal,  unless a
Default or Event of Default  has  occurred  and is  continuing,  in which case the Agent may apply such  payment as it may elect in its
sole  discretion.  If the due date of any  payment  under this  Agreement  or the Notes  would  otherwise  fall on a day which is not a
Banking  Day,  such date shall be extended  to the next  succeeding  Banking Day and  interest  shall be payable for any  principal  so
extended for the period of such extension.

Section  4.05.   
Blocked  Account.     (a)    The  Borrower  will  establish  and  maintain at the Bank,  at the  Borrower's
expense,  a blocked account (the "Blocked  Account"),  subject to the terms and conditions of the Agent's  agreement for such accounts,
into which the Borrower shall  promptly  deposit all payments on accounts and all payments  constituting  proceeds of accounts or other
Collateral  in the  identical  form in which such  payments  are made,  whether by cash,  check or other  manner  ("Collections").  The
Borrower  agrees that all  payments  made to such  Blocked  Account or other funds  received  and  collected  by the Bank or the Agent,
whether on the  accounts  or as proceeds of other  Collateral  shall be the  property of the Bank and the Agent over which the Bank and
the Agent alone shall have power of withdrawal.  All amounts  collected by the Borrower shall be deemed to be collected,  in trust, for
the benefit of the Bank and the Agent.

(b)         Borrower shall promptly deliver to the Agent, on behalf of the Bank, all  Collections,  which shall be deposited into
the Blocked  Account,  and upon receipt thereof (as hereinafter  provided) the Agent  shall,(a)  credit same to Borrower's  outstanding
Revolving Credit Loans, or (b) credit the balance,  if any, to the Borrower's  operating  account with the Bank. All such credits shall
be  conditioned  upon final  payment to the Bank or the Agent of the items  giving  rise to them and if any items are not so paid,  the
amount of any credit  given shall be charged as an  increase in the  Borrower's  Revolving  Credit  Loans (or as a debit to any deposit
account of Borrower  with the Bank or any Affiliate of the Bank)  whether or not the item is returned.  Until  deposited in the Blocked
Account,  Borrower shall not commingle any proceeds with any other funds or property of Borrower,  but shall hold the proceeds separate
and apart  therefrom  and upon an express  trust for the Agent and the Bank until  deposited  in the  Blocked  Account.  Credit for the
proceeds  deposited in the Blocked  Account shall be  conditioned  upon final payment of the deposited  item.  Upon the  occurrence and
during the  continuation  of an Event of Default,  upon request of the Agent,  Borrower  shall  notify all existing and future  account
debtors to make all payments to Borrower in Borrower's  name  addressed to such location as the Agent may from time to time  designate.
The Agent is  authorized  to endorse  Borrower's  name on any  evidence  of  payment or debt  referred  to in the  preceding  sentence.
Notwithstanding  the  application  by the Agent of the  Collections  to the Loans or into the  Blocked  Account  on the date  received,
interest shall  continue to accrue with respect to any domestic  check so applied or deposited to the Blocked  Account or wire transfer
to the Blocked  Account for two (2) Banking Days after receipt of the item or wire and with respect to other  proceeds  until the Agent
has received  notice of collection.  If the proceeds are received by the Agent after 3:00 P.M.,  the proceeds shall be deemed,  for the
purposes of this  Agreement,  to have been received on the next  succeeding  Banking Day. An  accounting  shall be rendered to Borrower
once each month  setting forth an accounting  of the  application  of the funds so collected.  If Borrower does not notify the Agent to
the contrary,  in writing,  within thirty (30) days of the mailing of the accounting,  the allocation therein set forth shall be deemed
to be acceptable, correct, proper and binding on Borrower.

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ARTICLE 5.     YIELD PROTECTION; ETC.

Section 5.01.   Additional Costs.

(a)         Borrower  shall pay  directly to the Bank and the Agent from time to time on demand such amounts as the Bank
or the Agent may  determine  (in the manner set forth in Section  5.01(c)) to be necessary to  compensate it for any increases in costs
attributable  to its making or maintaining  any Loans under this  Agreement or the Notes or its obligation to make any Loans  hereunder
or any reduction in any amount  receivable by the Bank or the Agent  hereunder in respect of any Loans or such obligation or capital in
respect of this  Agreement  (such  increases in costs and reductions in amounts  receivable  being herein called  "Additional  Costs"),
resulting from any  Regulatory  Change which:  (i) changes the basis of taxation of any amounts  payable to the Bank or the Agent under
this  Agreement or any of the Notes in respect of any of such Loans (other than taxes  imposed on the overall net income of the Bank or
the Agent for any Loans by the jurisdiction in which the Bank or the Agent has its principal  office);  or (ii) imposes or modifies any
reserve,  special deposit,  deposit insurance or assessment,  minimum capital,  capital ratio or similar  requirements  relating to any
extensions  of credit or other assets of, or any deposits  with or other  liabilities  of, the Bank or the Agent;  or (iii) imposes any
other  condition  affecting this Agreement or any of the Notes (or any of such  extensions of credit or  liabilities).  The Bank and/or
the Agent will notify  Borrower of any event  occurring  after the date of this  Agreement  which will entitle the Bank or the Agent to
compensation  pursuant to this Section as promptly as practicable after it obtains  knowledge thereof by furnishing  Borrower a written
statement  describing the Additional  Costs entitling it to  compensation  hereunder and the Bank's or the Agent's method of allocating
to Borrower such  Additional  Costs. If the Bank or the Agent requests  compensation  from Borrower under this Section or under Section
5.01(b),  Borrower  may  suspend  the  obligation  of the Bank to make Loans of the type with  respect to which  such  compensation  is
requested.

(b)         Without limiting the effect of the foregoing provisions of this Section,  Borrower shall pay directly to the
Bank or the Agent  from time to time on  request  such  amounts  as the Bank or the Agent may  determine  (in the  manner  set forth in
Section  5.01(c))  to be  necessary  to  compensate  the Bank or the Agent for any  Additional  Costs  which  are  attributable  to the
maintenance by it or any of its  affiliates  (pursuant to any  Regulatory  Change) of capital in respect of its Loans  hereunder or its
obligation to make Loans hereunder (such  compensation to include,  without  limitation,  an amount equal to any reduction in return on
assets or equity of the Bank or the Agent to a level  below that which it would have  achieved  but for such  Regulatory  Change).  The
Bank and/or the Agent will  notify  Borrower if it is entitled  to  compensation  pursuant to this  Section as promptly as  practicable
after it obtains  knowledge  thereof by furnishing  Borrower with a written  statement  describing the Additional Costs entitling it to
compensation hereunder and the Bank's method of allocating to Borrower such Additional Costs.

(c)         Reasonable  determinations  and  allocations  by the Bank or the Agent  for  purposes  of the  effect of any
Regulatory  Change pursuant to Sections 5.01(a) or (b) on its costs of making or maintaining  Loans or its obligation to make Loans, or
on amounts  receivable by, or the rate of return to, it in respect of Loans or such obligation,  and of the additional amounts required
to compensate the Bank or the Agent, shall be conclusive absent demonstrated error.

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ARTICLE 6.     CONDITIONS PRECEDENT.

Section 6.01.   Conditions to the Initial  Borrowings.     The obligation of the Bank to make the Revolving  Credit Loans
constituting  the initial  borrowing under 2.01, were subject to the conditions  precedent listed below, all of which were satisfied by
the Borrower on or prior to the Original Closing Date:

(a)    the Bank's receipt of each of the following, in form and substance satisfactory to the Bank and its counsel:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     the Revolving Credit Note duly executed by Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)    a certificate  of the  Secretary or Assistant  Secretary of Borrower and of each  Guarantor,  dated the
Original  Closing Date,  attesting to all corporate action taken by Borrower or such Guarantor,  including  resolutions of its Board of
Directors  authorizing  the execution,  delivery and  performance of the Loan Documents and each other document  delivered  pursuant to
this  Agreement  and  certifying  the names and true  signatures  of the  officers  of Borrower or each  Guarantor  executing  the Loan
Documents and the other documents delivered by Borrower or such Guarantor under this Agreement;
| | (iii)    certified copies of the certificate or articles of  incorporation  and the by-laws of Borrower or such
Guarantor,  as the case may be, stating that the resolutions and corporate documents thereby certified had not been amended,  modified,
revoked or rescinded as of the date of such certificate;                                                                                                                                                                                                                                                                                                                       
| | (iv)    a certificate of a duly authorized  officer of Borrower,  dated the Original  Closing Date stating that
the  representations  and warranties in Article 7 were true and correct on such date as though made on and as of such date (unless made
as of a specific  date earlier than the date hereof,  in which case they shall be true and correct as of such earlier date) and that no
event had occurred and was continuing which would constitute a Default or Event of Default;                                                                                                                                            
| | (v)     the Guaranty duly executed by each of the Guarantors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (vi)    the Security  Agreement,  duly executed by Borrower,  together with such UCC-1 financing  statements as
were required by the Bank;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vii)    such duly executed UCC-3 Termination  Statements as were necessary to terminate  existing liens on the
assets of Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (viii)    a favorable  opinion of counsel for Borrower,  dated the Original Closing Date in  substantially  the
form of Exhibit E and as to such other matters as the Bank had reasonably requested;                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ix)     satisfactory  evidence that Borrower and each of the Guarantors were duly organized,  validly existing
and in good standing under the laws of its jurisdiction of incorporation; and                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (x)    such other  documents,  instruments,  approvals,  opinions  and  evidence of  compliance  with the terms
hereof as the Bank had required;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

(b)         Borrower's payment of all fees required to be paid hereunder or in connection  herewith and all accrued fees
and expenses of the Bank in connection with the  preparation,  execution and delivery of this  Agreement,  and the other Loan Documents
and the consummation of the transactions contemplated thereby;

(c)         Borrower's and  Guarantors'  obtainment of all consents,  permits and approvals  required in connection with
the execution,  delivery and performance by Borrower and the Guarantors of their respective  obligations  hereunder and under the other
Loan Documents and such consents, permits and approvals shall continue in full force and effect; and

(d)         all legal matters in connection with this financing were satisfactory to the Bank and its counsel.

Section 6.02.   Conditions to All Borrowings.     The obligations of the Bank and the Agent to make any Revolving  Credit
Loan  (including the initial  Revolving  Credit Loan)  hereunder  have been and shall continue to be subject to the further  conditions
precedent that on the date of such Loan:

(a)         the truth of the following statements:

| |                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)    the  representations  and  warranties  contained in Article 7 were and are true and correct on and as of
the date of such Revolving  Credit Loan as though made on and as of such date (unless such  representations  and warranties are made as
of a specific earlier date in which case they shall be true and correct as at such date);
| | (ii)    no Default or Event of Default has occurred  and is  continuing,  or would  result from such  Revolving
Credit Loan; and                                                                                                                                                                                                                 
| | (iii)    no material  adverse  change has  occurred in the  business,  financial  condition  or  operations  of
Borrower  since the date of the most recent  financial  statements  of Borrower  delivered  to the Bank and the Agent  hereunder  or in
connection herewith; and                                                                 

(b)         the Bank's and the Agent's receipt of such approvals,  opinions, documents or instruments as the Bank or the
Agent may have reasonably requested.

Section  6.03.   Deemed  Representations.     Unless  Borrower  otherwise  notifies  the Bank and the Agent  prior to any
borrowing  hereunder,  the acceptance by Borrower of the proceeds of any Loan shall constitute a  representation  and warranty that the
statements contained in Section 6.02(a) are true and correct as of the date of such Loan.

(THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK)

ARTICLE 7.     REPRESENTATIONS AND WARRANTIES.

Borrower hereby represents and warrants, as of the Sixth Amendment Closing Date, that:

Section 7.01.   
Incorporation,  Good  Standing and Due  Qualification;  Compliance  with Law.   
Each of Borrower and the Guarantors is duly  incorporated,  validly existing and
in good standing under the laws of the jurisdiction of its  incorporation,  has
the  corporate  power and  authority  to own its assets and to  transact  the
business  in which it is now  engaged or  proposed to be engaged,  and is duly
qualified as a foreign  corporation and in good standing under the laws of each
other  jurisdiction in which such qualification  is  required  except  where
the  failure  to so  qualify  and/or  be in good  standing  could not in any
case or in the aggregate,  have a material  adverse  effect on the  operations,
business,  property or financial  condition of any of Borrower or any Guarantor
or on its  respective  ability to perform its  respective  obligations  hereunder.
In  addition,  each of Borrower  and the Guarantors is in compliance with all
laws,  treaties,  rules or  regulations,  or  determination  of an arbitration
or a court or other governmental  authority,  in each case applicable to or
binding upon it or any of its property or to which it or any of its property is
subject,  except to the extent  that the  failure to so comply  could not,  in
any case or in the  aggregate,  have a material  adverse effect on the  operations,
business,  property or financial  condition of Borrower and the  Guarantors,
taken as a whole, or on their ability to perform their obligations under the
Loan Documents.

Section 7.02.   
Corporate  Power and  Authority;  No Conflicts.     The  execution,  delivery and  performance by each of
Borrower and each of the Guarantors of the Loan Documents have been duly  authorized by all necessary  corporate  action and do not and
will not (a) require any consent or approval of its  stockholders  or any other Person that has not been  obtained,  (b) contravene its
charter or by-laws,  (c) violate any provision of, or require any filing  (other than filings  contemplated  hereby and/or by the other
Loan Documents),  registration,  consent or approval under, any law, rule, regulation (including, without limitation, the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System as in effect from time to time),  order,  writ,  judgment,
injunction,  decree,  determination or award presently in effect having  applicability  to Borrower or such Guarantor,  (d) result in a
breach of or  constitute  a default or require any consent  under any  indenture or loan or credit  agreement  or any other  agreement,
lease or instrument to which  Borrower or such  Guarantor is a party or by which any of its  properties  may be bound or affected,  (e)
result in, or require,  the creation or imposition of any Lien,  upon or with respect to any of the  properties  now owned or hereafter
acquired by  Borrower or such  Guarantor  other than Liens  created by this  Agreement  and/or the other Loan  Documents,  or (f) cause
Borrower or such Guarantor to be in default under any such rule, regulation, order, writ, judgment,  injunction,  decree, determination
or award or any such indenture, agreement, lease or instrument.

Section 7.03.   Legally  Enforceable  Agreements.   
Each Loan Document is, or when delivered  under this Agreement will
be, a legal, valid and binding obligation of Borrower or each Guarantor party thereto,  enforceable  against Borrower or such Guarantor
in accordance with its terms.

Section  7.04.   Litigation.     There  are  no  actions,  suits  or  proceedings  pending  or to  Borrower's  knowledge,
threatened  against  or  affecting  Borrower  or any of the  Guarantors  or any of their  respective  Subsidiaries  before  any  court,
governmental  agency or  arbitrator,  which could,  in any one case or in the  aggregate,  adversely  affect the  financial  condition,
operations,  properties or business of Borrower and the  Guarantors,  taken as a whole,  or their  ability to perform their  respective
obligations under the Loan Documents.

Section 7.05.   Financial  Statements.     The audited  consolidated balance sheet of Borrower and its Subsidiaries as at
December 31, 2000 and the related  consolidated  income  statement and statement of cash flow of Borrower and its  Subsidiaries for the
fiscal year then ended,  and the  accompanying  notes,  together  with the  opinion  thereon,  of KPMG Peat  Marwick  LLP,  independent
certified  public  accountants  (the  "Auditor"),  copies  of which  were  delivered  to the Bank and the  Agent,  fairly  present  the
consolidated  financial  condition of Borrower and its Subsidiaries as at such date and the  consolidated  results of the operations of
Borrower and its Subsidiaries for the period covered by such statements,  all in accordance with GAAP consistently  applied.  As of the
date hereof, there are no liabilities of Borrower and its Subsidiaries,  fixed or contingent,  which are material but are not reflected
in such  financial  statements  or in the notes  thereto,  other than  liabilities  arising in the  ordinary  course of business  since
December 31, 2000 and the liabilities created by this Agreement.  Since the date of the most recent financial  statements  delivered to
the Bank and the Agent and the Sixth Amendment  Closing Date, there has been no material adverse change in the condition  (financial or
otherwise),  business,  operations or, to the knowledge of Borrower,  prospects of any of Borrower or the  Guarantors.  With respect to
any Loans made after the Sixth  Amendment  Closing Date, the Borrower  represents and warrants that,  since the date of the most recent
financial  statements  delivered to the Bank and the Agent prior to the date of such Loan, there has been no material adverse change in
the  condition  (financial  or  otherwise),  business,  operations  or, to the  knowledge  of  Borrower,  prospects of Borrower and the
Guarantors, taken as a whole.

Section 7.06.   Ownership and Liens.     Each of Borrower and the Guarantors has title to, or valid  leasehold  interests
in, all of its  properties  and assets,  real and personal,  reflected in the financial  statements  referred to in Section 7.05 (other
than any  properties or assets  disposed of since the date of such  financial  statements as no longer used or useful in the conduct of
their  respective  business or as have been disposed of in the ordinary  course of  business),  and none of the  properties  and assets
owned by  Borrower  or the  Guarantors,  or any of them,  and none of their  leasehold  interests,  is subject  to any Lien,  except as
disclosed in Schedule I or as may be permitted hereunder.

Section  7.07.   Taxes.     Each of Borrower  and the  Guarantors  has filed all tax returns  (federal,  state and local)
required  to be filed  except  where the failure to file could not, in any case or in the  aggregate,  have an adverse  effect upon the
operations,  business,  property or  financial  condition of any of Borrower or the  Guarantors  or on their  ability to perform  their
obligations  under the Loan Documents.  Each of Borrower and the Guarantors has paid when due all taxes,  assessments and  governmental
charges and levies shown thereon to be due, including interest and penalties,  other than taxes,  assessments and governmental  charges
and levies being  contested in good faith by appropriate  proceedings  and with respect to which adequate  reserves in conformity  with
GAAP shall have been provided on the books of Borrower or the Guarantors, as the case may be.

Section  7.08.   ERISA.     Each of Borrower  and the  Guarantors  is in  compliance  in all material  respects  with all
applicable  provisions  of ERISA.  No  Reportable  Event has occurred with respect to any Plan, no notice of intent to terminate a Plan
has been filed nor has any Plan been  terminated,  no  circumstance  exists  which  constitutes  grounds  under  Section  4042 of ERISA
entitling the PBGC to institute proceedings to terminate,  or appoint a trustee to administer,  a Plan, nor has the PBGC instituted any
such  proceedings,  none of Borrower nor its ERISA  Affiliates  has  completely or partially  withdrawn  under Sections 4201 or 4204 of
ERISA from a Multiemployer  Plan and each of Borrower and each of its ERISA Affiliates has met its minimum funding  requirements  under
ERISA with respect to all of its Plans and there are no Unfunded  Vested  Liabilities.  None of Borrower nor its ERISA  Affiliates  has
incurred any  liability to the PBGC under ERISA,  other than to make  contributions  in the ordinary  course and other than  contingent
liabilities that would arise on the termination of any Plan (no such termination being reasonably foreseen by Borrower).

Section 7.09.   Subsidiaries  and Ownership of Stock.     Schedule II is a complete and accurate list of the Subsidiaries
of Borrower,  showing the jurisdiction of  incorporation or organization of each Subsidiary and the percentage of Borrower's  ownership
of the outstanding stock or other interest of each such Subsidiary.

Section  7.10.   Credit  Arrangements.     Schedule  III  is a  complete  and  correct  list  of all  credit  agreements,
indentures,  purchase agreements outside the ordinary course of Borrower's business,  guaranties, Capital Leases and other investments,
agreements and  arrangements  in effect on the date of this Agreement  providing for or relating to extensions of credit to Borrower or
to the  Guarantors or to any of them  (including  agreements and  arrangements  for the issuance of letters of credit or for acceptance
financing) in respect of which Borrower,  the Guarantors or any of them is in any manner directly or contingently  obligated.  Schedule
III shows the maximum  principal or face amounts of the credit in question,  outstanding  and which can be  outstanding,  are correctly
stated,  and all Liens of any nature  given or agreed to be given as security  therefor  are  correctly  described or indicated in such
Schedule and Schedule I.

Section 7.11.   Operation of Business.     Each of Borrower and each Guarantor possesses all material licenses,  permits,
franchises,  patents,  copyrights,  trademarks and trade names,  or rights  thereto,  to conduct their business as now conducted and as
presently  proposed to be conducted and to Borrower's  best  knowledge,  none of Borrower nor any of the  Guarantors is in violation of
any valid rights of others with respect to any of the foregoing.

Section 7.12.   Hazardous  Substances.     Each of Borrower and the  Guarantors is in compliance  with all  Environmental
Laws, and has obtained all necessary  licenses and permits  required to be issued pursuant to any  Environmental  Law. None of Borrower
nor any of the Guarantors has received any written notice or communication  from any governmental  agency with respect to any Hazardous
Substance  relative  to its  operations,  property  or acts or any  investigation,  demand or  request  pursuant  to or  enforcing  any
Environmental Law relating to it or its operations, and no such investigation is pending or, to the knowledge of Borrower, threatened.

Section 7.13.   Compliance with Laws and Judgments.     Borrower and each  Subsidiary are in compliance,  in all material
respects,  with all laws, rules,  regulations,  orders and decrees which are applicable to Borrower or its  Subsidiaries,  or to any of
their  respective  properties.  Each of Borrower and the  Guarantors  has  satisfied  all judgments and none of Borrower nor any of the
Guarantors is in default with respect to any  judgment,  writ,  injunction,  decree,  rule or  regulation  of any court,  arbitrator or
federal, state, municipal or other governmental authority, commission, board, bureau, agency or instrumentality, domestic or foreign.

Section 7.14.   No Defaults on Other  Agreements.     Except as disclosed on Schedule IV,  neither the Borrower nor any of
the Guarantors is a party to any indenture,  loan or credit  agreement or any lease or other  agreement or instrument or subject to any
charter or corporate  restriction  which would in any case or in the aggregate  have an adverse  effect on its ability to carry out its
obligations  under  the  Loan  Documents.  Neither  the  Borrower  nor  any of the  Guarantors  is in  default  in any  respect  in the
performance,  observance or fulfillment  of any of the  obligations,  covenants or conditions  contained in any agreement or instrument
material to its business to which it is a party except where such default would not, in any case or in the  aggregate,  have a material
and adverse  effect on the  business,  properties,  assets,  operations  or  condition,  financial  or  otherwise,  of Borrower and the
Guarantors, taken as a whole, or on their ability to perform their obligations under the Loan Documents.

Section  7.15.   Labor  Disputes and Force Majure.     Neither the business nor the  properties of Borrower or any of the
Guarantors is affected by any fire, explosion,  accident,  strike,  lockout or other labor dispute,  drought,  storm, hail, earthquake,
embargo,  force  majure or of the public  enemy or other  casualty  (whether or not covered by  insurance),  materially  and  adversely
affecting such business or properties or the operations of Borrower and the  Guarantors,  taken as a whole, or their ability to perform
their obligations under the Loan Documents.

Section  7.16.   Governmental  Regulation.     Neither the Borrower nor any of the  Guarantors  is subject to  regulation
under the Public Utility  Holding Company Act of 1935, the Investment  Company Act of 1940 or any other statute or regulation  limiting
its ability to incur indebtedness for money borrowed as contemplated hereby.

Section  7.17.   Partnerships.     Neither the Borrower nor any of the  Guarantors is a partner in any  partnership  or a
member of any joint venture or limited liability company.

Section  7.18.   No  Forfeiture.     Neither  the  Borrower  nor any of the  Guarantors  is engaged in or  proposes to be
engaged in any unlawful activity which is reasonably likely to result in a Forfeiture  Proceeding and no Forfeiture  Proceeding against
any of them is pending or, to the best of Borrower's knowledge, threatened.

Section  7.19.   Security  Agreement.     The  provisions  of the  Security  Agreements,  as  confirmed  by the  Security
Agreement  Confirmations,  are effective to create in favor of the Bank and the Agent legal,  valid and enforceable  security interests
in all right, title and interest of Borrower in all the Collateral  described therein,  assuming the same has been duly executed by the
Bank and/or the Agent, if necessary, and the Bank and/or the Agent has filed the forms UCC-1 referred to therein.

Section 7.20.   Disclosure.     This  Agreement,  each Loan Document and, except as set forth in Section 7.21, each other
document,  certificate,  exhibit,  report or written  statement  furnished to the Bank and the Agent by or on behalf of Borrower or for
use in connection  with the Loans,  do not contain any untrue  statement of material fact or omit to state a material fact necessary to
make the statement contained herein or therein not misleading under the circumstances in which they were made.

Section  7.21.   Projections  and  Forecasts.     Any  financial  projection  or  forecast  furnished  by Borrower or any
Guarantor  shall be  prepared  in  accordance  with GAAP to the extent  applicable,  based on the good  faith  judgment  of  Borrower's
management of present  circumstances,  expected  conditions and expected courses of action,  and with respect to projections,  based on
the occurrence of the hypothetical  events described  therein.  The underlying  assumptions in such forecasts and projections  shall be
appropriate  and  reasonable  under the  circumstances  and, if the forecast or  projection  presents a range,  such range shall not be
selected in a misleading manner.

Section  7.22.   Contemporary  Subordinated  Debt.     The  only  agreements,  documents  or  other  written  instruments
evidencing or relating to the Contemporary  Subordinated Debt are the Contemporary  Subordination  Documents and since July 1, 1999 the
Borrower has made no  modifications  or  amendments  to any of the  Contemporary  Subordination  Documents.  Since April 21,  2000,  no
payments  of  principal,  interest  or any  other  amounts  payable  in  connection  with  the  Contemporary  Subordinated  Debt or the
Contemporary Subordination Documents has been made by Borrower or any Affiliate of Borrower.

(THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK)

ARTICLE 8.     AFFIRMATIVE COVENANTS.

So long as any of the Notes  shall  remain  unpaid or the Bank or the Agent  shall  have any  obligations  under this
Agreement, Borrower shall and shall cause the Guarantors to:

Section 8.01.   Maintenance of Existence.     Except as otherwise  provided in this Agreement,  preserve and maintain its
corporate  existence  and good  standing in the  jurisdiction  of its  incorporation,  and qualify  and remain  qualified  as a foreign
corporation in each jurisdiction in which such qualification is required.

Section 8.02.   Conduct of Business.     Continue to engage in its current business or related businesses.

Section  8.03.   Maintenance  of  Properties.     Maintain,  keep  and  preserve  all of  its  properties  (tangible  and
intangible) necessary to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

Section 8.04.   Maintenance of Records.     Keep records and books of account,  in which complete entries will be made in
accordance with GAAP.

Section  8.05.   Maintenance  of  Insurance.     Maintain  insurance  with  financially  sound  and  reputable  insurance
companies  or  associations  in such  amounts and  covering  such risks as are usually  carried by  companies  engaged in the same or a
similar business and similarly situated.

Section 8.06.   Compliance with Laws.     Comply in all respects with all applicable laws, rules, regulations and orders.

Section 8.07.   Right of  Inspection.     At any reasonable  time and from time to time,  upon  reasonable  notice during
normal  business hours,  permit the Bank, the Agent or any agent or  representative  thereof,  to examine and make copies and abstracts
from the records and books of account of, and visit the  properties of, such entity,  to discuss the affairs,  finances and accounts of
such entity with any of their respective  officers and directors and such entity's  independent  accountants,  and from time to time at
Borrower's expense to conduct such collateral and other audits as the Bank or the Agent deems necessary.

Section 8.08.   Reporting Requirements.     Furnish directly to each of the Bank and the Agent:

(a)         as soon as  available  and in any  event  within  90 days  after the end of each  fiscal  year of  Borrower,
audited,  consolidated  financial  statements of Borrower and its Consolidated  Subsidiaries which shall include a consolidated balance
sheet of Borrower and its  Subsidiaries  as of the end of such fiscal year and a  consolidated  income  statement and statement of cash
flows of such entities for such fiscal year,  stating in comparative  form the respective  consolidated  figures for the  corresponding
date and period in the prior fiscal year and with a schedule  prepared by management  of the Borrower  showing all variances to budget,
all prepared in accordance  with GAAP,  accompanied by an opinion  thereon  acceptable to the Bank and the Agent by the Auditor,  which
opinion neither includes an exception as to adherence with GAAP nor contains a disclaimer;

(b)         as soon as available  and in any event  within 45 days after the end of each of the first three  quarters of
each fiscal year of  Borrower,  a  consolidated  balance  sheet of Borrower  and its  Subsidiaries  as of the end of such quarter and a
consolidated  income  statement  and  statements  of cash flows of such  entities for the period  commencing at the end of the previous
fiscal  year and ending  with the end of such  quarter,  all in  reasonable  detail  and  stating in  comparative  form the  respective
consolidated  figures for the  corresponding  date and period in the previous fiscal year and with a schedule prepared by management of
the  Borrower  showing all  variances  to budget,  all  prepared in  accordance  with GAAP and  attested to by the  president  or chief
financial officer of Borrower (subject to year-end adjustments);

(c)    as soon as  available  and in any event  within 20 days  after the end of each  calendar  month,  a  consolidated
balance sheet of Borrower and its  Subsidiaries as of the end of such month and a consolidated  income statement and statements of cash
flows of such entities for the period  commencing at the end of the previous fiscal year and ending with the end of such month,  all in
reasonable  detail and stating in comparative form the respective  consolidated  figures for the  corresponding  date and period in the
previous  fiscal year and with a schedule  prepared by  management  of the Borrower  showing all  variances to budget,  all prepared in
accordance with GAAP and attested to by the president or chief financial officer of Borrower (subject to year-end adjustments);

(d)         simultaneously  with the  delivery of the  financial  statements  referred to in (a),  (b) and (c) above,  a
certificate  of the president or chief  financial  officer of Borrower (i)  certifying  that to the best of his knowledge no Default or
Event of Default has occurred and is  continuing  or, if a Default or Event of Default has occurred and is  continuing,  a statement as
to the nature  thereof and the action  which is proposed to be taken with respect  thereto,  and (ii) with  computations  demonstrating
compliance with the covenants contained in Article 10;

(e)         within 30 days after the delivery of the financial  statements  referred to in (a) above,  annual  forecasts
and Borrower's budget for the upcoming fiscal year, with a comparison of actual results to budget for the fiscal year then ended;

(f)        promptly upon receipt thereof, a copy of the management letter, if any, prepared by the Auditor;

(g)         on or prior to the fifteenth day of each calendar month,  (i) a Borrowing Base  Certificate,  prepared as of
the last Banking Day of the prior calendar  month (ii) accounts  receivable and accounts  payable aging  schedules,  prepared as of the
last  Banking Day of the prior  calendar  month,  (iii) a schedule of inventory  of the Company and its  Subsidiaries  certified by the
President or Chief  Financial  Officer and current as of the last Banking Day of the preceding  month,  which shall contain a breakdown
of the inventory by type, amount and location,  (iv) an equipment schedule and (v) such other information  reasonably  requested by the
Bank or the Agent;

(h)         promptly  after  Borrower  becomes aware of the  commencement  thereof,  notice of all actions,  suits,  and
proceedings before any court or governmental  department,  commission,  board, bureau, agency or instrumentality,  domestic or foreign,
involving  uninsured claims of $150,000 or more affecting Borrower,  or any of its Subsidiaries,  including,  without  limitation,  any
such proceeding relating to any alleged violation of any Environmental Law;

(i)         as soon as possible  and in any event  within  five days after the  occurrence  of each  Default or Event of
Default,  a written  notice  specifying  and  describing  in  reasonable  detail  such  Default or Event of Default and  describing  in
reasonable detail the action which is proposed to be taken by Borrower with respect thereto;

(j)         promptly after the  commencement  thereof or promptly after  Borrower  knows of the  commencement  or threat
thereof, notice of any Forfeiture Proceeding;

(k)         promptly after submission to any government or regulatory  agency,  all documents and information  furnished
to such government or regulatory  agency other than such documents and information  prepared in the normal course of business and which
would not result in any adverse action to be taken by such agency;

(l)         as soon as possible and in any event within five  Banking Days after  Borrower  knows that any of the events
or conditions  specified  below with respect to any Plan or  Multiemployer  Plan have occurred or exist, a statement  signed by a chief
financial  officer of Borrower setting forth details  respecting such event or condition and the action,  if any, which Borrower or the
ERISA  Affiliate  propose to take with respect  thereto (and a copy of any report or notice  required to be filed with or given to PBGC
by Borrower or an ERISA Affiliate with respect to such event or condition):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)    any reportable  event,  as defined in Section 4043(b) of ERISA and the  regulations  issued  thereunder,
with respect to a Plan, as to which PBGC has not by regulation  waived the  requirement of Section 4043(a) of ERISA that it be notified
within 30 days of the  occurrence of such event  (provided  that a failure to meet the minimum  funding  standard of Section 412 of the
Code or Section 302 of ERISA shall be a reportable  event  regardless of the issuance of any waivers in accordance  with Section 412(d)
of the Code);
| | (ii)    the filing under Section 4041 of ERISA of a notice of intent to terminate  any Plan or the  termination
of any Plan;                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iii)    the  institution by PBGC of  proceedings  under Section 4042 of ERISA for the  termination  of, or the
appointment of a trustee to administer,  any Plan, or the receipt by Borrower or any ERISA Affiliate,  of a notice from a Multiemployer
Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;                                                                                                                                                                                                        
| | (iv)    the complete or partial  withdrawal  by Borrower or any ERISA  Affiliate  under Section 4201 or 4204 of
ERISA from a Multiemployer  Plan, or the receipt by Borrower,  or any ERISA Affiliate,  of notice from a Multiemployer  Plan that it is
in  reorganization  or  insolvency  pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has  terminated  under
Section 4041A of ERISA; and                                                                                                                          
| | (v)    the institution of a proceeding by a fiduciary or any  Multiemployer  Plan against Borrower or any ERISA
Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days;                                                                                                                                                                                                                                                                                                                                         

(m)         promptly,  and in any event within five  business  days after the sending or filing  thereof,  copies of all
proxy statements,  financial statements, and reports which Borrower sends to its stockholders,  and copies of all regular, periodic and
special  reports and all  registration  statements  which  Borrower  files with the  Securities  and Exchange  Commission  or any other
governmental authority, or with any national securities exchange;

(n)         such other information respecting the condition or operations,  financial or otherwise,  of Borrower, or any
Guarantor, as the Bank or the Agent may from time to time reasonably request.

Section  8.09.   Payment of  Obligations.     Pay,  discharge or otherwise  satisfy at or before  maturity or before they
become  delinquent,  as the case may be, all  material  Debt  except for (i) any Debt which is being  contested  in good faith and with
respect to which, on a consolidated  basis,  adequate reserves are maintained in conformity with GAAP, (ii)  Contemporary  Subordinated
Debt and (iii) any other Subordinated Debt.

Section 8.10.   Payment of Taxes.    Pay and discharge  promptly all taxes,  assessments and government charges or levies
imposed  upon it or upon its income and  profits,  or upon any of its  property,  real,  personal or mixed,  or upon any part  thereof,
before the same shall  become in  default,  and all other  material  obligations  (including  lawful  claims for labor,  materials  and
supplies  which,  if unpaid,  might become a Lien) except that neither the Company nor any Guarantor  shall be required to pay any such
tax,  assessment,  charge,  levy or claim so long as the validity  thereof shall be contested in good faith by appropriate  proceedings
and there shall have been set aside on its books  adequate  reserves  determined in accordance  with GAAP with respect to any such tax,
assessment,  charge,  levy or claim so contested,  provided  that,  except as provided in Section 9.02,  the Company and each Guarantor
shall pay all such taxes, assessments, charges, levies or claims promptly if any Lien has attached as security therefor.

Section 8.11.   Intentionally Omitted.

Section 8.12.   Management.     Use its best efforts to cause Donald  Sinkin,  Stephen Frey,  Margaret  Krumholz and John
Rebecchi to continue in the employ of the Borrower in their present  positions with their existing  authority as executive  officers of
Borrower, and consult with the Bank and the Agent regarding the replacement of any of them.

Section 8.14.   Field  Examination and Equipment  Audits.     From time to time,  allow the Bank or the Agent to conduct,
and cooperate with the Bank and the Agent in connection  therewith,  a Field Examination and an appraisal of the Borrower's  equipment.
The usual and  customary  fees and expenses of such Field  Examinations,  consisting of fees of $750 per man day,  plus  expenses,  and
appraisals shall be for the account of the Borrower.

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ARTICLE 9.     NEGATIVE COVENANTS.

So long as any of the Notes  shall  remain  unpaid or the Bank or the Agent  shall  have any  obligations  under this
Agreement, Borrower shall not:

Section 9.01.   Debt and Guaranties.

(a)         Create,  incur,  assume or suffer to exist, or permit any Guarantors to create,  incur,  assume or suffer to
exist any Debt, except:

| |                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     Debt arising under this Agreement or the Notes;                                                                                                                                                                                                                                                                                                            
| | (ii)    Debt described in Schedule III, and any renewals,  extensions or  refinancings  thereof,  provided that
such renewals,  extensions or  refinancing  are on terms no less favorable to Borrower or the Guarantor than the original terms of such
Debt (except for increases in interest rates not inconsistent with increases in prevailing interest rates);
| | (iii)    Debt incurred in connection with operating  leases entered into by Borrower,  the  Guarantors,  or any
of them, consistent with past practices or in the ordinary course of business;                                                                                                                                                                     
| | (iv)    Debt of Borrower,  or the  Guarantors,  or any of them,  secured by purchase  money Liens  permitted by
Section 9.02;                                                                                                                                                                                                                                      
| | (v)     Contemporary Subordinated Debt; and                                                                                                                                                                                                                                                                                                                        
| | (vi)    The  assumption  of the existing (as of July 1, 1999) debt of  Contemporary  in an amount not to exceed
$1,400,000 representing then existing financings of certain equipment leases.                                                                                                                                                                      

(b)         Guaranty,  endorse,  become  surety for or  otherwise  in any way become or be  responsible  for the Debt or
obligations  of any Person,  whether by agreement to maintain  capital,  equity,  net worth or solvency of any Person,  by agreement to
purchase or discharge the Debt of any Person,  or agreement to purchase  merchandise,  materials,  supplies or other property,  if such
agreement  provides that payment shall be made whether or not delivery of such  merchandise,  materials,  supplies or other property is
ever made or tendered except:

| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | (i)     guarantees executed prior to the date hereof as described on Schedule V attached hereto;                      
| | (ii)     endorsements  of negotiable  instruments for collection or deposit in the ordinary course of business;
and   
| | (iii)     guarantees  under this  Agreement  or of Debt of Borrower or any  Guarantor  owing to the Bank or the
Agent.

Section 9.02.   Liens.     Create,  incur,  assume or suffer to exist, or permit any of the Guarantors to create,  incur,
assume or suffer to exist, any Lien, upon or with respect to any of its properties, now owned or hereafter acquired, except:

(a)         Liens in favor of the Bank or the Agent securing the Loans hereunder;

(b)         Liens for taxes or  assessments or other  government  charges or levies if not yet due and payable or if due
and payable if they are being contested in good faith by appropriate  proceedings and for which appropriate  reserves are maintained in
conformity with GAAP;

(c)         Liens (i) imposed by law, such as mechanic's,  supplier's,  materialmen's,  landlord's,  warehousemen's  and
carrier's Liens, and other similar Liens,  securing  obligations incurred in the ordinary course of business which are not past due for
more than 30 days or (ii) which are being contested in good faith by appropriate  proceedings and for which  appropriate  reserves have
been  established  which,  when  aggregated  with all  indebtedness  secured by all such other  Liens,  secure  indebtedness  having an
aggregate principal balance not in excess of $50,000;

(d)         Liens under workers'  compensation  unemployment  insurance,  social security or similar  legislation (other
than ERISA);

(e)         judgment and other similar Liens arising in connection  with court  proceedings  that have been in existence
for fewer than 30 days after entry of the judgment or the  execution  or other  enforcement  of which is  effectively  stayed,  and the
claims secured thereby are being actively contested,  in Borrower's reasonable judgment, in good faith and by appropriate  proceedings,
or which relate to judgments which, when aggregated with all other judgments secured by such Liens, total less than $50,000;

(f)         purchase  money Liens on any property  heretofore  or hereafter  acquired or the  assumption  of any Lien on
property  existing  at the time of such  acquisition,  or a Lien  incurred  in  connection  with any  conditional  sale or other  title
retention  agreement  or a Capital  Lease;  provided  that such liens  attach only to the property as acquired and do not extend to any
additional property of Borrower;

(g)    liens in  connection  with  Borrower's  assumption  of  equipment  lease  financings  in an amount  not to exceed
$1,400,000  in  connection  with  Borrower's  purchase of the assets of  Contemporary,  which  liens are on  specific  pieces of leased
equipment and are evidenced by the UCC-1 financing  statements  listed on Schedule I annexed hereto,  which were assumed by Borrower in
connection with the purchase of Contemporary's assets; and

(h)     subordinate  liens on Borrower's  assets held by Contemporary  as collateral for the  Contemporary  Subordinated
Debt.

Section  9.03.   Investments  and Advances.     Make or permit any  Subsidiary to make any loan or advance to any Person,
or purchase,  redeem or otherwise  acquire,  or permit any such Subsidiary to purchase,  redeem or otherwise acquire any capital stock,
assets,  obligations  or other  securities,  or make any capital  contribution  to  otherwise  invest in or acquire any interest in any
Person (including, without limitation, any Borrower or any Subsidiary or Affiliate of any Borrower), except:

(a)         obligations issued or guaranteed by states or municipalities  within the United States of American and rated
at least A-1 by Standard & Poor's;

(b)         obligations issued or guaranteed by the United States of America or any agency or subdivision  thereof,  the
payment or guarantee of which constitutes a full faith and credit obligation of the United States of America;

(c)         certificates of deposit, time deposits,  Eurodollar  certificates of deposit,  bankers acceptances and other
money market  instruments issued by any bank, trust company or financial  institution  organized under the laws of the United States of
America or any state (or in the case of  Eurodollar  certificates  of deposit,  a branch of any such bank,  trust  company or financial
institution)  having capital and surplus in an aggregate amount not less than  $200,000,000 and with such instrument rated at least A-1
by Standard & Poor's;

(d)         commercial paper rated at least Prime-1 by Moody's Investor Services or A-1 by Standard & Poor's;

(e)         repurchase  agreements  entered into with any bank, trust company or other financial  institution  organized
under the laws of the  United  States of  America  or any state  having  capital  and  surplus  in an  aggregate  amount  not less than
$200,000,000 and which are fully secured by obligations of the type described in Section 9.03(b);

(f)         investments of Borrower in any Subsidiary (excluding Graphcorr,  LLC) or investment of any Subsidiary in any
other Subsidiary (excluding Graphcorr, LLC); and

(g)    loans, advances,  guaranty obligations,  capital contributions or other investments of any nature in Graphcorr in
excess of the amount of all such investments on March 31, 2001.

Section  9.04.   Sale of  Assets.     Sell,  lease,  assign,  transfer  or  otherwise  dispose  of, or permit  any of the
Guarantors to sell,  lease,  assign,  transfer or otherwise dispose of, any of its now owned or hereafter  acquired assets  (including,
without limitation,  shares of stock and indebtedness of such Subsidiaries,  receivables and leasehold interests) except for (i) assets
disposed of as no longer  used or useful in the  conduct of their  respective  business  or as have been  disposed  of in the  ordinary
course of business  consistent with Borrower's past practice or (ii) transfers of assets between or among Borrower and  Subsidiaries of
Borrower, provided all such Subsidiaries are Guarantors which have executed Security Agreements.

Section  9.05.   Transactions  with  Affiliates.     Enter  into any  transaction,  including,  without  limitation,  the
purchase,  sale or exchange of property or the rendering of any service,  with any  Affiliate or permit any of the  Guarantors to enter
into any transaction,  including,  without limitation, the purchase, sale or exchange of property or the rendering of any service, with
any Affiliate,  except in the ordinary course of and pursuant to the reasonable  requirements of Borrower's or such Guarantors business
and upon fair and reasonable  terms not materially  less favorable to Borrower or such Guarantor than would be obtained in a comparable
arm's length transaction with a Person not an Affiliate.

Section 9.06.   Mergers.     Except as permitted in Section 9.07, and except for mergers of any Subsidiary  with and into
either Borrower or any Subsidiary which is at such time a Guarantor,  merge or consolidate  with, or sell,  assign,  lease or otherwise
dispose of (whether in one transaction or in a series of  transactions)  all or  substantially  all of its assets (whether now owned or
hereafter  acquired) to any Person,  or acquire all or substantially all of the assets or the business of any Person (or enter into any
agreement to do any of the foregoing), or permit any of the Guarantors to do so.

Section 9.07.   Intentionally Omitted.

Section  9.08.   No Activities  Leading to  Forfeiture  Proceeding.     Engage in or permit any Guarantor to engage in any
unlawful activity which could reasonably be expected to result in a Forfeiture Proceeding.

Section  9.09.   Corporate  Documents;  Fiscal  Year.     Change its fiscal  year,  or amend,  modify or  supplement  its
certificate or articles of incorporation  or by-laws in any way with the result that any of the individuals  identified in Section 8.12
have diminished responsibilities or operating and management authority over Borrower and its Subsidiaries.

Section 9.10.   New  Subsidiaries.     Form, or permit any Guarantor to form, any Subsidiary  unless such Subsidiary shall
become a party to the Guaranty.

Section 9.11.   Contemporary  Subordinated Debt.    Make any payment of principal,  interest or any other amounts payable
in connection with the Contemporary Subordinated Debt or the  Contemporary Subordination Documents.

Section 9.12.   Dividends.     Pay any Dividend  (whether payable in cash,  stock,  other equity or debt instrument or in
assets) or purchase,  redeem,  retire or otherwise acquire for value of any of the Borrower's or any Subsidiary's  capital stock now or
hereafter  outstanding,  or make any  distribution of assets to the Borrower's or any  Subsidiary's  stockholders  as such,  whether in
cash,  assets,  or in obligations,  or allocate or otherwise set apart any sum for the payment of any Dividend or  distribution  on, or
for the  purchase,  redemption  or  retirement  of any shares of the  Borrower's  or any  Subsidiary's  capital stock or make any other
distribution by reduction of capital or otherwise in respect of any share of the Borrower's or any Subsidiary's capital stock.

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ARTICLE 10.     FINANCIAL COVENANTS.

So long as any of the Notes shall remain unpaid or the Bank or the Agent has any obligations under this Agreement:

Section 10.01.   Maximum Total  Liabilities to Net Worth Ratio.     Borrower shall maintain at all times a ratio of Total
Liabilities to Net Worth of not more than the ratios set forth below for the periods set forth below:

| |                                             |  |               | 
| | ------------------------------------------- |  | ------------- | 
| | Period                                      |  | Maximum Ratio | 
| | Sixth Amendment Closing Datethrough 6/29/02 |  | 3.25 to 1.00  | 
| | 6/30/02 and thereafter                      |  | 2.75 to 1.00  | 

Section 10.02.   Interest  Coverage Ratio.    The Borrower shall maintain at all times an Interest  Coverage Ratio of not
less than the ratio set forth below for the periods set forth below:

| |                                             |  |               | 
| | ------------------------------------------- |  | ------------- | 
| | Period                                      |  | Maximum Ratio | 
| | Sixth Amendment Closing Datethrough 6/29/02 |  | 1.50 to 1.00  | 
| | 6/30/02 and thereafter                      |  | 2.00 to 1.00  | 

Section  10.03.   Determination  of  Compliance.     Compliance  with these  financial  covenants  shall be determined by
reference to the consolidated  financial statements of Borrower and its Subsidiaries  delivered to the Bank and the Agent in accordance
with  Section  8.08.  All  financial  covenants  shall be  applicable  at all times and shall be tested  based upon the  balance  sheet
information and the results of operations for the period of 12 months preceding the date of determination.

(THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK)

ARTICLE 11.     EVENTS OF DEFAULT.

Section 11.01.   Events of Default.     The occurrence of any of the following events shall be an "Event of Default":

(a)         Borrower shall fail to pay within five days of due date (i) principal of any of the Notes,  (ii) interest on
any of the Notes or (iii) any fee or other amount due hereunder as and when due and payable.

(b)         Any  representation  or warranty  made or deemed made by Borrower in this  Agreement,  or by Borrower or any
Guarantor  in any  certificate  delivered  pursuant  to this  Agreement  or any  other  Loan  Document,  or which is  contained  in any
certificate,  document,  opinion,  financial or other  statement  furnished  to the Bank or the Agent at any time  pursuant to any Loan
Document, shall prove to have been incorrect in any material respect on or as of the date made or deemed made;

(c)         Borrower shall (i) make any payment, whether of principal,  interest or any other amount on the Contemporary
Subordinated Debt or (ii) fail to perform or observe any term, covenant or agreement contained in Section 2.03 or Articles 8, 9 or 10;

(d)         Borrower or any  Guarantor  shall fail to perform or observe any other term,  covenant or  agreement  on its
part to be performed or observed in any Loan Document and such failure shall continue for 15 consecutive days;

(e)         Borrower or any  Guarantor  shall (i) fail to pay any amounts  with respect to any Debt in favor of the Bank
or the Agent,  including  but not limited to  indebtedness  for  borrowed  money (other than the payment  obligations  described in (a)
above) of  Borrower  or such  Guarantor,  as the case may be, or any  interest  or  premium  thereon,  when due  (giving  effect to any
applicable grace period), whether by scheduled maturity, required prepayment,  acceleration,  demand or otherwise, (ii) fail to pay any
amounts in excess of $50,000 in the aggregate with respect to any other Debt,  including but not limited to  indebtedness  for borrowed
money of  Borrower  or such  Guarantor,  as the case may be,  or any  interest  or  premium  thereon,  when due  (giving  effect to any
applicable  grace  period),  whether by scheduled  maturity,  required  prepayment,  acceleration,  demand or otherwise,  (iii) fail to
perform or observe any term,  covenant or condition on its part to be performed or observed under any agreement or instrument  relating
to any Debt when  required to be  performed or observed,  if the effect of such failure to perform or observe is to  accelerate,  or to
permit the  acceleration  of,  after the giving of notice or passage of time or both,  the  maturity of such Debt,  whether or not such
failure to perform or observe  shall be waived by the holder of such Debt or (iv) any Debt shall be declared to be due and payable,  or
required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

(f)         Borrower or any Guarantor  shall (i) generally not, be unable to or admit in writing its or their  inability
to, pay its or their debts as such debts  become due; or (ii) make an  assignment  for the benefit of  creditors,  petition or apply to
any court or otherwise for the  appointment  of a custodian,  receiver or trustee for it or a substantial  part of its or their assets,
(iii) as debtor,  commence any proceeding  under any bankruptcy,  reorganization,  arrangement,  readjustment  of debt,  dissolution or
liquidation  law or statute of any  jurisdiction,  whether now or hereafter in effect,  (iv) have had any such petition or  application
filed or any such proceeding  shall have been  commenced,  against it or them, in which an adjudication or appointment is made or order
for relief is entered,  and which petition,  application or proceeding  remains  undismissed for a period of 30 days or more, or (v) by
any act or omission  shall  indicate  its or their  consent to,  approval  of or  acquiescence  in any such  petition,  application  or
proceeding or order for relief or the appointment of a custodian,  receiver or trustee for all or any substantial  part of its or their
property,  (vi) suffer any such custodianship,  receivership or trusteeship to continue undischarged for a period of 30 days or more or
(vii) cease to be Solvent;

(g)         one or more  judgments,  decrees or orders for the payment of money in excess of $50,000 in the aggregate in
respect of uninsured or unbonded claims shall be rendered  against  Borrower or any of Guarantor and such judgments,  decrees or orders
shall continue  unsatisfied and in effect for a period of 30 consecutive  days without being vacated,  discharged,  satisfied or stayed
or bonded pending appeal;

(h)         An event or condition  specified in Section  8.08(m) hereof shall occur or exist with respect to any Plan or
Multiemployer  Plan and, as a result of such event or  condition,  together with all other such events or  conditions,  Borrower or any
ERISA  Affiliate  shall incur or in the opinion of the Bank or the Agent shall be  reasonably  likely to incur a liability to a Plan, a
Multiemployer  Plan or PBGC (or any combination of the foregoing) which is, in the determination of the Bank or the Agent,  material in
relation to the financial condition, operations, business or prospects of Borrower or the Guarantors;

(i)         Any Forfeiture Proceeding shall have been commenced; or

(j)         The  Security  Agreement  shall at any time after its  execution  and  delivery  and for any reason cease to
create a valid and perfected  first security  interest in the  Collateral or to be in full force and effect,  or shall be declared null
and void,  or the validity or  enforceability  thereof shall be contested by Borrower,  or Borrower  shall deny that it has any further
liability  or  obligation  under a Security  Agreement  to which it is a party,  or Borrower  shall fail to perform any of its material
obligations under any Security Agreement.

Section  11.02.   Remedies.     If any Event of Default  shall  occur,  the Bank  and/or the Agent  shall (a) declare the
Revolving Credit Commitment to be terminated,  whereupon the same shall forthwith terminate,  and (b) declare the outstanding principal
of the Notes,  all interest  thereon and all other amounts  payable under this Agreement and the Notes to be forthwith due and payable,
whereupon  the Notes,  all such  interest and all such amounts  shall become and be  forthwith  due and payable,  without  presentment,
demand,  protest or further notice of any kind, all of which are hereby expressly waived by Borrower;  provided that, in the case of an
Event of Default  referred to in Section  11.01(f) or Section  11.01(h) above,  the Revolving  Credit  Commitment  shall be immediately
terminated,  and the Notes,  all interest thereon and all other amounts payable under this Agreement and the Notes shall be immediately
due and payable  without  notice,  presentment,  demand,  protest or other  formalities of any kind, all of which are hereby  expressly
waived by Borrower.

(THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK)

ARTICLE 12.     MISCELLANEOUS

Section 12.01.   Year 2000 Compliance.     All of Borrower's and each  Subsidiary's  computer hardware and software which
performs or supports  Borrower's  principal  business  functions,  or its  accounting,  financial  reporting or management  information
systems  (collectively,  "Principal  Systems") have the ability to (a) consistently  handle date information  before,  during and after
January 1, 2000,  including but not limited to accepting  date input,  providing date output and  performing  calculations  on dates or
portions of dates,  (b) function  accurately in accordance with the  specifications  of such computer  hardware or software and without
interruption  before,  during and after  January 1,  2000,  without  any  change in  operations  associated  with the advent of the new
century,  (c)  respond to  two-digit  date input in a way that  resolves  any  ambiguity  as to century  in a  disclosed,  defined  and
predetermined  manner and (d) store and provide  output of date  information in ways that are  unambiguous as to century.  With respect
to the Principal  Systems,  any reprogramming or other corrective  modifications  required to permit the proper  functioning  beginning
immediately  after  December 31, 1999 of (i) the computer  systems of Borrower,  its  Subsidiaries  and  Affiliates  and (ii) equipment
containing  embedded  microchips  (including  systems  and  equipment  supplied  by others  or with  which  systems  of  Borrower,  its
Subsidiaries and Affiliates interface) and the testing of all such systems and equipment, as so reprogrammed, has been completed.

Section 12.02.   Amendments and Waivers.     Except as otherwise  expressly provided in this Agreement,  any provision of
this  Agreement  may be amended or modified  only by an  instrument  in writing  signed by  Borrower,  the Bank and the Agent,  and any
provision of this Agreement may be waived by Borrower,  by the Bank or the Agent;  provided that no amendment,  modification  or waiver
shall be  effective,  unless by an  instrument  signed by the Bank and the  Agent.  No  failure on the part of the Bank or the Agent to
exercise,  and no delay in exercising,  any right hereunder shall operate as a waiver thereof or preclude any other or further exercise
thereof or the exercise of any other right.  The remedies  herein  provided are cumulative  and not exclusive of any remedies  provided
by law.

Section  12.03.   Usury.     Anything  herein to the contrary  notwithstanding,  the  obligations  of Borrower under this
Agreement and the Notes shall be subject to the  limitation  that payments of interest shall not be required to the extent that receipt
thereof  would be contrary  to  provisions  of  applicable  law  limiting  rates of interest  which the Bank or the Agent may charge or
collect.

Section  12.04.   Expenses.     Borrower  shall  reimburse  the Bank and the Agent on demand  for all  reasonable  costs,
expenses,  and charges  (including,  without  limitation,  reasonable  fees and charges of external  legal counsel for the Bank and the
Agent)  incurred  by the  Bank and the  Agent in  connection  with  the  preparation  or  performance  of this  Agreement  and the Loan
Documents.  In addition,  Borrower shall reimburse the Bank and the Agent for all reasonable  costs and expenses in connection with the
enforcement or  preservation of any rights under this  Agreement,  the Notes or the other Loan Documents.  Borrower agrees to indemnify
the Bank and the Agent and their directors,  officers,  employees and agents from, and hold each of them harmless against,  any and all
losses,  liabilities,  claims,  damages  or  expenses  incurred  by any of them  arising  out of or by reason of any  investigation  or
litigation or other proceedings  (including any threatened  investigation or litigation or other proceedings) relating to any actual or
proposed use by Borrower,  of the proceeds of the Loans,  including,  without  limitation,  the reasonable  fees and  disbursements  of
counsel  incurred in  connection  with any such  investigation  or  litigation  or other  proceedings  (but  excluding any such losses,
liabilities,  claims,  damages  or  expenses  incurred  by reason of the gross  negligence  or willful  misconduct  of the Person to be
indemnified).

Section  12.05.   Survival.     The  obligations  of Borrower  under Section  2.03(b),  Article 5 and Section 12.03 shall
survive the repayment of the Loans for a period  corresponding to the maximum  applicable statute of limitations in effect in the State
of New York from time to time.

Section 12.06.   Assignment.     This Agreement shall be binding upon, and shall inure to the benefit of,  Borrower,  the
Bank,  the Agent and their  respective  successors  and  assigns,  except  that  Borrower  may not  assign or  transfer  its  rights or
obligations hereunder.

Section  12.07.   Notices.     All notices,  consents,  approvals  and other  communications  required or permitted to be
given to a party  under this  Agreement  shall be in writing  and shall be  delivered  personally  to the party,  sent by any  national
overnight  courier or mailed first class certified mail, return receipt  requested,  to the party at the address indicated on page one,
to the  attention  of Brian  Stone for the Bank,  to the  attention  of Peter  Alvarez for the Agent and to the  attention  of Margaret
Krumholz for Borrower.  Any item  delivered in accordance  with the  provisions of this Section shall be deemed to have been  delivered
(i) on the date of personal  delivery,  (ii) on the business day following the date sent by overnight courier or (ii) on the fourth day
following the date on which it was so mailed, as the case may be.

Section  12.08.   Setoff.     Borrower  agrees  that,  in addition to (and  without  limitation  of) any right of setoff,
banker's lien or  counterclaim  the Bank may otherwise  have, the Bank and the Agent shall each be entitled,  at its option without any
prior notice to Borrower (any such notice being  expressly  waived by Borrower to the extent  permitted by  applicable  law), to offset
balances  (general or  special,  time or demand,  provisional  or final) held by it for the account of Borrower at any of the Bank's or
the Agent's  offices  against any amount then due and payable by Borrower to the Bank or the Agent under this  Agreement  or any of the
Notes which is not paid when due  (regardless  of whether such  balances  are then due to  Borrower),  in which case it shall  promptly
notify  Borrower  thereof,  provided  that  neither the Bank's nor the Agent's  failure to give such notice  shall  affect the validity
thereof.  Payments by Borrower hereunder shall be made without setoff or counterclaim.

Section 12.09.   Jurisdiction; Immunities.

(a)         Borrowers  hereby  irrevocably  submits to the  jurisdiction  of any New York State or United States Federal
court  sitting in Suffolk or Nassau  County over any action or  proceeding  arising out of or relating to this  Agreement or any of the
Notes,  and Borrower hereby  irrevocably  agrees that all claims in respect of such action or proceeding may be heard and determined in
such New York State or Federal court. To the extent permitted by applicable law,  Borrower  irrevocably  consents to the service of any
and all process in any such action or  proceeding  by the mailing (by  certified or  registered  mail) of copies of such process to it.
Borrower agrees that a final judgment in any such action or proceeding  shall be conclusive and may be enforced in other  jurisdictions
by suit on the judgment or in any other manner  provided by law. To the extent  permitted by applicable  law,  Borrower  further waives
any  objection to venue in such State or Federal  Court and any  objection to an action or proceeding in such State or Federal Court on
the basis of forum non conveniens.  Borrower  further agrees that any action or proceeding  brought against the Bank or the Agent shall
be brought only in New York State or United States Federal court sitting in Suffolk or Nassau County.

(b)         THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

(c)         Nothing in this Section  shall affect the right of the Bank or the Agent to serve legal process in any other
manner  permitted  by law or affect  the right of the Bank or the Agent to bring any  action  or  proceeding  against  Borrower  or its
property in the courts of any other jurisdictions.

(d)         To the extent that  Borrower has or hereafter  may acquire any immunity  from  jurisdiction  of any court or
from any legal process  (whether from service or notice,  attachment  prior to judgment,  attachment in aid of execution,  execution or
otherwise)  with respect to itself or its property,  Borrower hereby  irrevocably  waives,  to the extent  permitted by applicable law,
such immunity in respect of its obligations under this Agreement and the Note.

Section 12.10.   Severability.     The  provisions of this Agreement are intended to be severable.  If for any reason any
provision of this Agreement shall be held invalid or  unenforceable in whole or in part in any  jurisdiction,  such provision shall, as
to such  jurisdiction,  be  ineffective  to the extent of such  invalidity  or  unenforceability  without in any manner  affecting  the
validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Section 12.11.   Integration.     The Loan Documents set forth the entire  agreement among the parties hereto relating to
the  transactions  contemplated  thereby  and  supersede  any prior oral or  written  statements  or  agreements  with  respect to such
transactions.

Section  12.12.   Governing  Law.    This  Agreement  shall be governed by, and  interpreted  and construed in accordance
with, the law of the State of New York applicable to agreements made and to be performed wholly within the State of New York.

END OF AMENDED AND RESTATED CREDIT AGREEMENT

4.   Effectiveness.     This Sixth  Amendment shall become  effective upon the occurrence of the following  events and the receipt
and satisfactory review by the Bank, the Agent and their counsel of the following documents:

(a)    The Agent shall have received this Sixth Amendment, duly executed by the Borrower.

(b)    The Agent shall have received the  Revolving  Credit Note,  the Mortgage  Loan Note and the Term Loan Note,  each
duly executed by the Borrower.

(c)    The Agent shall have received  certified (as of the date of the Sixth Amendment) copies of the resolutions of the
board of directors of the Borrower  authorizing  the Sixth Amendment and the and the execution,  delivery and  performance  thereof and
certified copies of all documents evidencing other necessary corporate action and governmental  approvals,  if any, with respect to the
Sixth Amendment and the transactions contemplated thereby.

(d)    The Agent shall have received a certificate  of the Secretary or an Assistant  Secretary  (attested to by another
officer) of the Borrower  certifying:  (i) the names and true signatures of the officer or officers of the Borrower  authorized to sign
the Sixth  Amendment,  the Notes and any other Loan  Documents to be delivered  hereunder on behalf of the Borrower and (ii) that there
has been no change to the organizational documents of the Borrower from those previously delivered to the Bank.

(e)    The Agent shall have received from the Borrower a Confirmation of Security Agreement.

(f)    The Agent shall have received from each of the Guarantors a Guarantor Confirmation Agreement.

(g)    The Agent shall have  received  the initial  Borrowing  Base  Certificate,  evidencing  availability  for (i) all
Revolving Credit Loans outstanding on the Sixth Amendment  Closing Date and (ii) if requested,  the initial Revolving Credit Loan to be
made after the Sixth Amendment Closing Date.

(h)    The Agent shall have received and satisfactorily reviewed an updated Field Examination of the Borrower.

(i)    The Agent shall have received and satisfactorily reviewed the Borrower's third quarter financial statements.

(j)    The following  statements  shall be true and the Agent shall have received a certificate  signed by the President
or Chief Financial Officer of the Borrower dated the date hereof, stating that:

| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)    The  representations  and warranties  contained in Article 7 of the Credit  Agreement (as amended by the
Sixth Amendment) are true and correct on the date hereof; and
| | (ii)    No Default or Event of Default has  occurred  and is  continuing,  or would result from the making of a
Revolving Credit Loan.                                       

(k)    All schedules,  documents,  certificates and other information provided to the Agent pursuant to or in connection
with the Sixth Amendment shall be satisfactory to the Agent and its counsel in all respects.

(l)    All legal matters incident to the Sixth Amendment and the transactions  contemplated hereby shall be satisfactory
to Cullen and Dykman, counsel to the Bank and the Agent.

(m)    The Agent  shall have  received  such other  approvals,  opinions  or  documents  as the Agent or its counsel may
reasonably request.

(n)    The Agent shall have received payment of the reasonable legal fees and expenses of the Agent's counsel.

5.   Governing  Law.    This Sixth  Amendment  shall be governed by, and construed in  accordance  with,  the laws of the State of
New York.

6.   Counterparts.     This Sixth  Amendment  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.

7.   Ratification.     Except as hereby  amended,  the Agreement  and all other Loan  Documents  executed in connection  therewith
shall remain in full force and effect in accordance  with their  originally  stated terms and  conditions.  The Agreement and all other
Loan Documents executed in connection therewith, as amended hereby, are in all respects ratified and confirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment as of the year and date first above written.

|               |                                                                             |                                                         |                                        |                         
|-------------- | --------------------------------------------------------------------------- | ------------------------------------------------------- | -------------------------------------- | ------------------------
|               | DISC GRAPHICS, INC.                                                         |                                                         | THE DIME SAVINGS BANK OF NEW YORK, FSB
|By:Name:Title: | /s/  Donald Sinkin  
Donald Sinkin  President and  
Chief Executive Officer |                                                         | By:Name:Title:                         | ________________________
|               | DIME COMMERCIAL CORP.                                                      
|               | By:Name:Title:                                                              | /s/  Peter Alvarez    
Peter Alvarez     Vice President

List of Schedules and Exhibits

|             |                                |                                                                                                         
|------------ | ------------------------------ | --------------------------------------------------------------------------------------------------------
|Schedule I   |                                | Description of Liens                                                                                    
|Schedule II  |                                | List of Subsidiaries of Borrower                                                                        
|Schedule III |                                | List of Credit Agreements (including indentures,  purchase agreements,
guaranties, Capital Leases, etc.)
|Schedule IV  |                                | Agreements effecting Loan Documents                                                                     
|Schedule V   |                                | List of Guaranties                                                                                      
|             | *      *      
*      *      *
|Exhibit A    |                                | Form of Revolving Credit Note                                                                           
|Exhibit B    |                                | Form of Guaranty                                                                                        
|Exhibit B-1  |                                | Form of Guarantor Confirmation Agreement                                                                
|Exhibit C-1  |                                | Security Agreement of Borrower                                                                          
|Exhibit C-2  |                                | Security Agreement of Guarantors                                                                        
|Exhibit C-3  |                                | Security Agreement Confirmation of Borrower                                                             
|Exhibit C-4  |                                | Security Agreement Confirmation of Guarantors                                                           
|Exhibit E    |                                | Form of Opinion of Counsel                                                                              
|Exhibit F    |                                | Form of Notice of Borrowing                                                                             

EXHIBIT A

AMENDED AND RESTATEDREVOLVING CREDIT NOTE

|            |  |                                    
|----------- |  | -----------------------------------
|$11,000,000 |  | December __, 2001Islandia, New York

For value  received,  Disc Graphics,  Inc., a Delaware  corporation  ("Borrower"),  hereby promises to pay to the order of The
Dime Savings Bank of New York, FSB, a federal savings bank (the "Bank"),  at the office of Dime  Commercial  Corporation  (the "Agent")
at 1180 Avenue of the Americas,  New York, New York 10036, on or before December 1, 2004, the principal  amount of $12,700,000,  or the
actual amount loaned by the Bank to Borrower pursuant to the "Credit  Agreement"  (defined below), in lawful money of the United States
of  America  and in  immediately  available  funds,  on the date and in the manner  provided  in the Credit  Agreement.  Borrower  also
promises to pay interest on the unpaid principal  balance hereof at the rate or rates of interest as provided in the Credit  Agreement,
on the dates and in the manner provided therein.

The holder of this  Revolving  Credit Note shall  record the date and amount of each  Revolving  Credit Loan made by the Bank,
and the date and amount of each payment of  principal  or  interest,  either on the  schedule  attached  hereto,  or on such  computer,
magnetic disk,  tape or other such electronic  data storage and retrieval  system as the Bank and/or the Agent  considers  adequate for
such  purpose,  in its sole and absolute  discretion.  Any such record  shall  constitute  prima facie  evidence of the accuracy of the
information  so recorded,  but no failure so to record,  or any error in so recording,  shall affect the  obligation of the Borrower to
repay any Revolving Credit Loans, with interest thereon, as provided herein or in the Credit Agreement.

This is the Revolving  Credit Note referred to in that certain  Revolving  Credit  Agreement  dated  February 26, 1997 between
Borrower and the Bank as  previously  amended and as amended and restated on the date hereof (the "Credit  Agreement"),  and  evidences
the  Revolving  Credit  Loans made by the Bank  thereunder.  This Note is a  substitute  for the ones given by Borrower on February 26,
1997,  December 1, 1998 and June 22, 2001.  All  capitalized  terms not defined  herein  shall have the  meanings  given to them in the
Credit Agreement.

The Credit  Agreement  provides for the  acceleration  of the maturity of principal  upon the  occurrence of certain Events of
Default, for a Default Rate of interest and for prepayments on the terms and conditions specified therein.

Borrower  waives  presentment,  notice of dishonor,  protest and any other notice or formality  with respect to this Revolving
Credit Note, except as may be set forth in the Credit Agreement.

The terms of this Revolving  Credit Note may not be changed  orally,  but only by an instrument  duly executed by Borrower and
the Bank.

This Revolving  Credit Note shall be governed by, and interpreted  and construed in accordance  with, the laws of the State of
New York.

| |                                                                                                     
| | ----------------------------------------------------------------------------------------------------
| | DISC GRAPHICS, INC.By: _______________________________
Name:    Donald Sinkin
Title:       President

SCHEDULE OF REVOLVING CREDIT LOANS

|             |           |                |  |               
|------------ | --------- | -------------- |  | --------------
|             | Principal |               
|Date of Loan |           | Amount of Loan |  | Principal Paid

EXHIBIT BMORTGAGE LOAN NOTE

|            |  |                                    
|----------- |  | -----------------------------------
|$416,250.00 |  | December __, 2001Islandia, New York

For value  received,  Disc Graphics,  Inc., a Delaware  corporation  ("Borrower"),  hereby promises to pay to the order of The
Dime Savings Bank of New York, FSB, a federal savings bank (the "Bank"),  at the office of Dime  Commercial  Corporation  (the "Agent")
at 1180 Avenue of the Americas,  New York, New York 10036,  the principal  amount of $416,250.00,  in lawful money of the United States
of America  and in  immediately  available  funds,  on the dates and in the manner  provided  in the Credit  Agreement.  Borrower  also
promises to pay interest on the unpaid principal  balance hereof at the rate or rates of interest as provided in the Credit  Agreement,
on the dates and in the manner provided therein.

This is the  Mortgage  Loan Note  referred to in that  certain  Revolving  Credit  Agreement  dated  February 26, 1997 between
Borrower and the Bank as  previously  amended and as amended and restated on the date hereof (the "Credit  Agreement"),  and  evidences
the Mortgage Loan made by the Bank  thereunder.  This Note is a substitute  for, and not in repayment of, the Promissory  Note given by
Borrower on January 16, 1998.  All capitalized terms not defined herein shall have the meanings given to them in the Credit Agreement.

The Credit  Agreement  provides for the  acceleration  of the maturity of principal  upon the  occurrence of certain Events of
Default, for a Default Rate of interest and for prepayments on the terms and conditions specified therein.

Borrower  waives  presentment,  notice of dishonor,  protest and any other notice or formality  with respect to this  Mortgage
Loan Note, except as may be set forth in the Credit Agreement.

The terms of this Mortgage Loan Note may not be changed  orally,  but only by an instrument  duly executed by Borrower and the
Bank.

This Mortgage Loan Note shall be governed by, and interpreted  and construed in accordance  with, the laws of the State of New
York.

| |                                                                                                     
| | ----------------------------------------------------------------------------------------------------
| | DISC GRAPHICS, INC.By: _______________________________
Name:    Donald Sinkin
Title:       President

EXHIBIT CTERM LOAN NOTE

|           |  |                                    
|---------- |  | -----------------------------------
|$38,900.00 |  | December __, 2001Islandia, New York

For value  received,  Disc Graphics,  Inc., a Delaware  corporation  ("Borrower"),  hereby promises to pay to the order of The
Dime Savings Bank of New York, FSB, a federal savings bank (the "Bank"),  at the office of Dime  Commercial  Corporation  (the "Agent")
at 1180 Avenue of the Americas,  New York, New York 10036,  the principal  amount of $638,900.00,  in lawful money of the United States
of America  and in  immediately  available  funds,  on the dates and in the manner  provided  in the Credit  Agreement.  Borrower  also
promises to pay interest on the unpaid principal  balance hereof at the rate or rates of interest as provided in the Credit  Agreement,
on the dates and in the manner provided therein.

This is the Term Loan Note referred to in that certain  Revolving  Credit  Agreement dated February 26, 1997 between  Borrower
and the Bank as  previously  amended and as amended and restated on the date hereof (the "Credit  Agreement"),  and  evidences the Term
Loan made by the Bank  thereunder.  This Note is a substitute  for, and not in repayment of, the  Promissory  Note given by Borrower on
January 12, 1999.  All capitalized terms not defined herein shall have the meanings given to them in the Credit Agreement.

The Credit  Agreement  provides for the  acceleration  of the maturity of principal  upon the  occurrence of certain Events of
Default, for a Default Rate of interest and for prepayments on the terms and conditions specified therein.

Borrower  waives  presentment,  notice of dishonor,  protest and any other notice or formality  with respect to this Term Loan
Note, except as may be set forth in the Credit Agreement.

The terms of this Term Loan Note may not be changed orally, but only by an instrument duly executed by Borrower and the Bank.

This Term Loan Note shall be governed by, and  interpreted  and  construed in  accordance  with,  the laws of the State of New
York.

| |                                                                                                     
| | ----------------------------------------------------------------------------------------------------
| | DISC GRAPHICS, INC.By: _______________________________
Name:    Donald Sinkin
Title:       President

Borrower's Confirmation of Security Agreement

Confirmation of Security  Agreement dated effective  December 28, 2001 in favor of The Dime Savings Bank
of New York, FSB, a New York banking  organization,  having an office at 1377 Motor Parkway,  Islandia,  New York
11788 (the "Bank") and Dime  Commercial  Corp.,  a New York  corporation,  having an office at 1180 Avenue of the
Americas, New York, New York 10036 (the "Agent") given by Disc Graphics, Inc. ("Borrower").

Borrower has entered into the Sixth  Amendment to Credit  Agreement  (the "Restated  Credit  Agreement")
with the Bank and the Agent,  pursuant  to which the the  Borrower,  the Bank and the Agent have agreed to modify
the terms of a prior credit  agreement  between the parties  originally dated as of February 26, 1997 (as amended
prior to the date hereof,  the "Credit  Agreement"),  all 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 (as previously ratified and confirmed,  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 l(b)(ii) of the Security Agreement.

Borrower  has asked the Bank and the Agent to enter into the  Restated  Credit  Agreement,  and the Bank
and the Agent have agreed to do so, but only on condition  that the  Borrower  confirms to the Bank and the Agent
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 and the  Agent  for the  purposes  of the  Restated  Credit
Agreement.

Accordingly,  to  induce  the Bank  and the  Agent to  modify  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 and the Agent 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, and by the execution of this  Confirmation  of Security  Agreement  does hereby grant to the Agent,  as
well,  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, a copy of which is annexed hereto.

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

| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| | Disc Graphics, Inc.
By:  _____________________________
Name:     Donald Sinkin
Title:        President

SCHEDULE ITODISC GRAPHICS, INC.SECURITY AGREEMENTPrincipal Office*
10 Gilpin AvenueHauppauge, New York 11788Other Offices Where Records Are Kept*
3116 Vanowen Street, Burbank, California 91505
30 Gilpin Avenue, Hauppauge, New York 11788
Locations Where CollateralIs Stored, Used or Located*
10 Gilpin Avenue, Hauppauge, New York 11788
30 Gilpin Avenue, Hauppauge, New York 11788
198 Greenpond Road, Rockaway, New Jersey 07866
3116 Vanowen Street, Burbank, California 91505

Business and Trade NamesUsed by Debtor

| |                                                      |  |                    | 
| | ---------------------------------------------------- |  | ------------------ | 
| | Current Names*                                       |  | Discontinued Names | 
| | Disc GraphicsBenham PressContemporary Color Graphics |  | Four Seasons Litho

*Forms UCC- I 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.

Guarantors' Confirmation of Security Agreement

Confirmation of Security  Agreement dated effective  December 28, 2001 in favor of The Dime Savings Bank
of New York, FSB, a New York banking  organization,  having an office at 1377 Motor Parkway,  Islandia,  New York
11788 (the "Bank") and Dime  Commercial  Corp.,  a New York  corporation,  having an office at 1180 Avenue of the
Americas,  New York,  New York 10036 (the "Agent")  given by Four Seasons  Litho,  Inc.  ("Four  Seasons"),  Disc
Graphics Label Group, Inc.  ("Label"),  and Cosmetic Sampling  Technologies,  Inc.  ("Cosmetics")  (Four Seasons,
Label and  Cosmetics,  each a  "Guarantor"  and  collectively,  the  "Guarantors")  in  connection  with a credit
facility made by the Bank to Disc Graphics, Inc. ("Borrower").

Borrower has entered into the Sixth  Amendment to Credit  Agreement  (the "Restated  Credit  Agreement")
with the Bank and the  Agent,  pursuant  to which the Bank and the Agent  have  agreed to modify  and  extend the
terms of a prior  credit  agreement  between the  parties  originally  dated as of February  26, 1997 (as amended
prior to the date hereof,  the "Credit  Agreement"),  all in  accordance  with the terms of the  Restated  Credit
Agreement.

Pursuant to the Credit Agreement,  Four Seasons and Label previously  executed and delivered to the Bank
a Security  Agreement  dated  February 26, 1997 and  Cosmetics  previously  executed and  delivered to the Bank a
Security  Agreement  dated  December  1, 1998 (the  "Security  Agreements")  under  which each of the  Guarantors
granted  the Bank a  security  interest  in and to  certain  assets of the  Guarantors,  then  existing  or later
acquired, described and defined as "Collateral" in Section 1 (b)(ii) of the Security Agreements.

Borrower  has asked the Bank and the Agent to enter into the  Restated  Credit  Agreement,  and the Bank
and the Agent have agreed to do so, but only on condition that the  Guarantors  confirm to the Bank and the Agent
that their  interest  in the  Collateral  given  under the  Security  Agreements  in  connection  with the Credit
Agreement  constitutes  a valid  security  interest  in favor of the Bank and the Agent for the  purposes  of the
Restated Credit Agreement.

Because of their  relationship  as  subsidiaries  of the  Borrower,  Guarantors  will  benefit  from the
modification  and  extension of the terms of the Credit  Agreement in  accordance  with the terms of the Restated
Credit Agreement.

Accordingly,  to induce the Bank and the Agent to modify  and  extend the terms of the Credit  Agreement
in  accordance  with the  terms of the  Restated  Credit  Agreement  and in  consideration  therefor,  Guarantors
confirm, acknowledge and represent to the Bank and the Agent as follows:

The  Security  Agreements  are in full  force and  effect in  accordance  with the  terms  thereof,  and
constitute legal, binding and enforceable  agreements of the Guarantors.  The Security Agreements cover and grant
the Bank, and by the execution of this  Confirmation  of Security  Agreement  does hereby grant to the Agent,  as
well, a first lien priority  interest in all assets and  properties of the  Guarantors  now existing or hereafter
acquired which constitute  Collateral.  All warranties and  representations  set forth in the Security Agreements
respecting the Guarantors are true and correct,  and all covenants of the Guarantors  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 Agreements, copies of which are annexed hereto.

IN WITNESS WHEREOF, the Guarantors have executed this confirmation of the Security Agreements.

| |                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Four Seasons Litho, Inc.
By:  _____________________________
Name:     Donald Sinkin
Title:        President

Disc Graphics Label Group, Inc.
By:  _____________________________
Name:     Donald Sinkin
Title:        President

Cosmetic Sampling Technologies, Inc.
By:  _____________________________
Name:     Donald Sinkin
Title:        President

| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| | Disc Graphics, Inc.
By:  _____________________________
Name:     Donald Sinkin
Title:        President

SCHEDULE ITOFOUR SEASONS LITHO, INC.SECURITY AGREEMENTPrincipal Office*
10 Gilpin AvenueHauppauge, New York 11788Other Offices Where Records Are Kept*
30 Gilpin Avenue, Hauppauge, New York 11788
Locations Where CollateralIs Stored, Used or Located*
10 Gilpin Avenue, Hauppauge, New York 11788
30 Gilpin Avenue, Hauppauge, New York 11788
Business and Trade NamesUsed by Debtor

| |                                                  |  |                    | 
| | ------------------------------------------------ |  | ------------------ | 
| | Current Names*                                   |  | Discontinued Names | 
| | Four Seasons LithoDisc Graphics Commercial Group | 

*Forms UCC- I 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.

SCHEDULE ITODISC GRAPHICS LABEL GROUP, INC.SECURITY AGREEMENTPrincipal Office*
198 Greenpond RoadRockaway, New Jersey 07866Other Offices Where Records Are Kept*
10 Gilpin Avenue, Hauppauge, New York 11788
30 Gilpin Avenue, Hauppauge, New York 11788
Locations Where CollateralIs Stored, Used or Located*
10 Gilpin Avenue, Hauppauge, New York 11788
198 Greenpond Road, Rockaway, New Jersey 07866
30 Gilpin Avenue, Hauppauge, New York 11788
Business and Trade NamesUsed by Debtor

| |                           |  |                    | 
| | ------------------------- |  | ------------------ | 
| | Current Names*            |  | Discontinued Names | 
| | Disc Graphics Label Group | 

*Forms UCC- I 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.

SCHEDULE ITOCOSMETIC SAMPLING TECHNOLOGIES, INC.SECURITY AGREEMENTPrincipal Office*
30 Gilpin AvenueHauppauge, New York 11788Other Offices Where Records Are Kept*
10 Gilpin Avenue, Hauppauge, New York 11788
30 Gilpin Avenue, Hauppauge, New York 11788
Locations Where CollateralIs Stored, Used or Located*
10 Gilpin Avenue, Hauppauge, New York 11788
30 Gilpin Avenue, Hauppauge, New York 11788
Business and Trade NamesUsed by Debtor

| |                                   |  |                    | 
| | --------------------------------- |  | ------------------ | 
| | Current Names*                    |  | Discontinued Names | 
| | Cosmetic Sampling TechnologiesCST | 

*Forms UCC- I 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.

Guarantor Confirmation Agreement

Guarantor  Confirmation  Agreement dated effective December 28, 2001 in favor of The Dime Savings Bank of New York, FSB, a New
York banking organization,  having an office at 1377 Motor Parkway,  Islandia, New York 11788 (the "Bank") and Dime Commercial Corp., a
New York  corporation,  having an office at 1180 Avenue of the Americas,  New York,  New York 10036 (the "Agent")  given by the persons
whose names and addresses are set forth on the signature page hereof (the "Guarantors").

Disc  Graphics,  Inc.  (the  "Borrower")  has entered  into the Sixth  Amendment to Credit  Agreement  (the  "Restated  Credit
Agreement")  with the Bank and the Agent,  pursuant to which the Bank and the Agent have  agreed to modify the terms of a prior  credit
agreement between the parties originally dated as of February 26, 1997 (as amended prior to the date hereof,  the "Credit  Agreement"),
all in accordance with the terms of the Restated Credit Agreement.

Pursuant to the Credit Agreement,  Borrower previously executed and delivered a Security Agreement,  Revolving Credit Note and
other  documents in connection  with the loan referred to in the Credit  Agreement and  previously  executed a Mortgage Loan Note and a
Term Loan Note,  which,  pursuant to the Restated  Credit  Agreement have been amended and restated and are now subject to the Restated
Credit  Agreement  and other  documents  executed in  connection  therewith  (collectively,  the "Loan  Documents"),  and in connection
therewith  and  pursuant  thereto,  each of the  Guarantors  executed  and  delivered  to the Bank  their  respective  guaranties  (the
"Guaranties") under which each Guarantor guaranteed the indebtedness, liabilities and obligations of the Borrower to the Bank.

Borrower  has  asked the Bank and the Agent to enter  into the  Restated  Credit  Agreement,  and the Bank and the Agent  have
agreed to do so, but only on condition that each Guarantor  confirms to the Bank and the Agent that its respective  guaranty  continues
to apply to all of the Borrower's  indebtedness,  liabilities  and  obligations to the Bank and/or the Agent under the Restated  Credit
Agreement.

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Accordingly,  to induce the Bank and the Agent to modify the terms of the Credit  Agreement  in  accordance  with the terms of
the Restated Credit Agreement and in consideration  therefor,  each of the Guarantors jointly and severally confirms,  acknowledges and
represents to the Bank and the Agent that the  Guaranties  of each of the  Guarantors  are in full force and effect in accordance  with
the terms  thereof,  and the Guaranties  constitute a legal,  binding and  unconditional  guaranty by each of the Guarantors of the due
payment and  performance  by the  Borrower of the  indebtedness,  liabilities  and  obligations  of the Borrower to the Bank and/or the
Agent, whether now existing or hereafter arising, including,  without limitation, the indebtedness,  liabilities and obligations of the
Borrower to the Bank and/or the Agent under the Loan Documents and the Restated Credit  Agreement.  All warranties and  representations
set forth in the Guaranties respecting the Guarantors are true and correct as of the date hereof.

IN WITNESS WHEREOF, each of the Guarantors has executed this Agreement.

| |                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Four Seasons Litho, Inc.
By:  _____________________________
Name:     Donald Sinkin
Title:        President

Disc Graphics Label Group, Inc.
By:  _____________________________
Name:     Donald Sinkin
Title:        President

Cosmetic Sampling Technologies, Inc.
By:  _____________________________
Name:     Donald Sinkin
Title:        President

-2-