FIRST AMENDMENT TO LOAN AGREEMENT


     THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Agreement") is dated as of the
31st day of July, 1999 and is by and between SUMMIT BANK, a banking  institution
of the State of New Jersey having an office at 250 Moore Street, Hackensack, New
Jersey 07601 (the "Bank");  and KAYE GROUP INC., a Delaware  corporation  having
its principal  executive offices located at 122 East 42nd Street,  New York, New
York 10168 (the "Borrower").

                                   WITNESSETH:

     WHEREAS,  the  Borrower  and the Bank  have  heretofore  entered  into that
certain Loan Agreement dated June 24, 1998 (the "Loan Agreement"); and

     WHEREAS,  the Borrower has requested the Bank to make certain amendments to
the Loan  Agreement,  and the  Bank  has  agreed  to do so upon  the  terms  and
conditions described herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     1. Defined Terms. Except as otherwise indicated herein, all words and terms
defined in the Loan  Agreement  shall have the same  meanings  when used herein.

     2.  Amendment to Loan  Agreement.  The  following  definition  appearing in
Section 1.1 of the Loan  Agreement is hereby  amended to read in its entirety as
follows:

     "Revolving Loan Termination Date" shall mean October 29, 1999.

     3. Substitute Note.  Concurrently  herewith,  the Borrower is executing and
delivering  to the Bank a  substitute  revolving  note in the maximum  principal
amount of $4,500,000 (the  "Substitute  Note") in  substitution  for, but not in
repayment  of, that  certain  Revolving  Note dated June 24, 1998 in the maximum
principal  amount of  $4,500,000  (the "Prior  Note")  previously  issued by the
Borrower  to the  Bank.  The  execution  and  delivery  by the  Borrower  of the
Substitute  Note  pursuant  to the  provisions  hereof  shall not  constitute  a
refinancing, repayment, accord and satisfaction or novation of the Prior Note or
the indebtedness evidenced thereby.

     4.  Representations  and  Warranties.  In order to induce the Bank to enter
into this  Agreement  and amend  the Loan  Agreement  as  provided  herein,  the
Borrower hereby represents and warrants to the Bank that:

          (a) All of the  representations  and  warranties  of the  Borrower set
     forth in Article IV of the Loan Agreement are true, complete and correct in
     all material  respects on and as of the date hereof with the same force and
     effect  as if made on and as of the  date  hereof  and as if set  forth  at
     length  herein  (except  that  representations  and  warranties  which  are
     expressly stated to be as of a certain date are true,  complete and correct
     in all material respects as of such certain date).

          (b) No Default or Event of Default  presently exists and is continuing
     on and as of the date hereof.




<PAGE>




          (c) Since the date of the Borrower's most recent financial  statements
     delivered  to the Bank,  no  material  adverse  change has  occurred in the
     business, assets, liabilities, financial condition or results of operations
     of the  Borrower,  and no event has  occurred  or failed to occur  which is
     likely  to  have  a  material  adverse  effect  on  the  business,  assets,
     liabilities, financial condition or results of operations of the Borrower.

          (d) The Borrower has full power and authority to execute,  deliver and
     perform any action or step which may be necessary to carry out the terms of
     this Agreement and all other agreements, documents and instruments executed
     and  delivered  by the  Borrower  to the Bank  concurrently  herewith or in
     connection  herewith  (collectively,   the  "Amendment  Documents");   each
     Amendment  Document to which the Borrower is a party has been duly executed
     and  delivered  by the  Borrower  and  is  the  legal,  valid  and  binding
     obligation  of the  Borrower  enforceable  in  accordance  with its  terms,
     subject to any applicable bankruptcy, insolvency, general equity principles
     or other  similar laws  affecting  the  enforcement  of  creditors'  rights
     generally.

          (e) The execution, delivery and performance of the Amendment Documents
     will not (i) violate any  provision of any  existing  law,  statute,  rule,
     regulation or  ordinance,  (ii)  conflict  with,  result in a breach of, or
     constitute a default under (A) the certificate of  incorporation or by-laws
     of the  Borrower,  (B) any order,  judgment,  award or decree of any court,
     governmental authority,  bureau or agency, or (C) any mortgage,  indenture,
     lease,  contract or other agreement or undertaking to which the Borrower is
     a party or by which the Borrower or any of its  properties or assets may be
     bound,  or (iii) result in the creation or  imposition of any lien or other
     encumbrance  upon or with  respect  to any  property  or asset now owned or
     hereafter acquired by the Borrower.

          (f)  No  consent,  license,  permit,  approval  or  authorization  of,
     exemption by, notice to, report to, or registration,  filing or declaration
     with any person is required in  connection  with the  execution,  delivery,
     performance  or validity of the  Amendment  Documents  or the  transactions
     contemplated thereby.

     5. No Defenses.  The Borrower expressly acknowledges and agrees that (a) as
of August 2, 1999, the outstanding principal amount of (i) the Revolving Loan is
$0,  (ii)  all  Acquisition   Advances  is  $0,  and  (iii)  the  Term  Loan  is
$3,896,079.21, and (b) such amounts, together with accrued interest thereon, are
owed  to the  Bank  without  defense,  offset  or  counterclaim  of  any  nature
whatsoever.  The Borrower hereby waives and releases all claims against the Bank
with respect to the  Obligations  and the  documents  evidencing or securing the
same.

     6. Bank Costs.  The  Borrower  shall  reimburse  the Bank on demand for all
costs,  including  legal fees and  expenses,  incurred by the Bank in connection
with  this  Agreement,  the  other  Amendment  Documents  and  the  transactions
referenced  herein.  If such  amounts are not paid within ten days of the Bank's
request  therefor,  the  Borrower  hereby  authorizes  the  Bank to  charge  the
Borrower's account for the amount of such fees and expenses.

     7. No Change.  Except as expressly set forth  herein,  all of the terms and
provisions of the Loan Agreement shall continue in full force and effect.

     8.  Counterparts.  This  Agreement may be executed by the parties hereto in
separate  counterparts and all such counterparts taken together shall constitute
one and the same instrument.

     9.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance the laws of the State of New Jersey.



                                       2
<PAGE>


     IN WITNESS WHEREOF,  the Borrower and the Bank have executed this Agreement
as of the date above written.

                                               SUMMIT BANK


                                               By: /S/ Lisa Cohen
                                                       -------------------------
                                                        Vice President

                                               KAYE GROUP INC.


                                               By: /s/ Michael P. Sabanos
                                                       -------------------------
                                                       Michael P. Sabanos
                                                       Senior Vice President
                                                       and Chief Financial
                                                       Officer




                                        3


<PAGE>




STATE OF NEW JERSEY  :
                     :ss.
COUNTY OF ESSEX      :


     BE IT  REMEMBERED,  that on this 12th day of August,  1999,  before me, the
subscriber,  personally  appeared  LISA COHEN,  who I am  satisfied  is the Vice
President of SUMMIT BANK, the corporation named in and subscribing to the within
instrument;  and she,  being by me duly  sworn,  acknowledged,  deposed and said
that, in her capacity as such officer,  she executed the foregoing instrument on
behalf of said corporation for the uses and purposes therein expressed.

                                              /s/ Lisa Denovchik
                                        -----------------------------------
                                                  Lisa Denovchik
                                          A Notary Public of New Jersey
                                        My Commission Expires March 8, 2002
STATE OF    NY       :
                     ss.
COUNTY OF   NY       :

     BE IT  REMEMBERED,  that on this 6 day of  August,  1999,  before  me,  the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior  Vice  President  and Chief  Financial  Officer of KAYE GROUP  INC.,  the
corporation named in and subscribing to the foregoing instrument;  and he, being
by me duly sworn,  acknowledged,  deposed and said that such instrument was made
by such  corporation,  and that he signed and delivered the same as such officer
of such  corporation  as its  voluntary  act and deed for the uses and  purposes
therein expressed.

                                                    /s/ IVY S. FISCHER
                                                    ---------------------------
                  IVY S. FISCHER
         Notary Public State of New York
                    No. 31 4786741
         Qualified in New York County
       Commission Expires August 31, 1999


                                       4


<PAGE>



                            SUBSTITUTE REVOLVING NOTE
$4,500,000                                                   As of July 3l, 1999


     FOR  VALUE  RECEIVED,   the  undersigned,   KAYE  GROUP  INC.,  a  Delaware
corporation  (the  "Borrower"),  hereby  unconditionally  promises  to pay on or
before October 29, 1999 (the "Revolving Loan Termination Date"), to the order of
SUMMIT BANK, a banking  institution of the State of New Jersey (the "Bank"),  at
the office of the Bank located at 250 Moore Street,  Hackensack,  New Jersey, or
at such other  location  as the Bank  shall  designate,  in lawful  money of the
United  States of America and in  immediately  available  funds,  the  principal
amount of the lesser of(i) $4,500,000 or (ii) so much thereof as shall have been
advanced (the  "Advances") by the Bank to the Borrower  pursuant to that certain
Loan  Agreement  dated June 24, 1998,  as amended,  between the Borrower and the
Bank (the  "Agreement").  Terms  defined  in the  Agreement  shall have the same
meanings when used herein.

     The Borrower further agrees to pay interest in like money at such office on
the  unpaid  principal  amount  hereof  from time to time at a rate or rates per
annum and at such times as are provided in the Agreement.

     The Borrower  shall pay to the Bank a late charge (the "Late Charge") in an
amount  equal to five  percent  (5%) of any payment  which is more than ten (10)
days in arrears  to cover the extra  expense  involved  in  handling  delinquent
payments,  but in no event  shall any Late  Charge be less than $25 or more than
$2,500. The term "payments" shall be construed to include  principal,  interest,
fees and any other  amount  due under the terms of this Note or any of the other
Loan  Documents.  Acceptance by the Bank of payment of a Late Charge shall in no
way be  construed  to be an election of remedies or waiver by the Bank of any of
its rights at law or under the terms of any of the Loan Documents.

     Subject to the provisions of Section 2.25 of the  Agreement,  this Note may
be  prepaid,  in  whole or in part,  at one time or from  time to time,  without
premium or penalty in accordance with the provisions of the Agreement.

     All payments made hereunder  shall be applied:  first, to any fees or other
charges owing to the Bank hereunder; second, to accrued and unpaid interest; and
third,  to  the  outstanding  principal  balance  hereof.   Notwithstanding  the
foregoing,  upon  the  occurrence  of an Event of  Default,  the Bank may  apply
payments received hereunder in such manner as it shall determine in its sole and
absolute discretion.

     This Note is secured by the  Collateral  described  in the  Agreement,  the
Pledge and Security Agreement and the other Loan Documents, and is guaranteed by
the Guarantors pursuant to the Guaranty Agreement.

     This Note is being  executed  and  delivered by the Borrower to the Bank in
substitution  for that  certain  Revolving  Note  dated  June 24,  1998 from the
Borrower in favor of the Bank in the maximum principal amount of $4,500,000 (the
"Prior Note"). The execution and



<PAGE>


delivery of this Note shall not constitute a repayment, refinancing, accord and
satisfaction  or  novation  of the  Prior  Note  or the  indebtedness  evidenced
thereby.

     The Bank may declare this Note to be immediately  due and payable if any of
the following events shall have occurred and be continuing:

          (1)  Failure  by the  Borrower  to make any  payment of  principal  or
     interest under this Note on any date when due; or

          (2) An Event of Default shall have occurred under the Agreement or any
     of the other Loan Documents.

     Upon the  occurrence of any Event of Default,  the Bank may, in addition to
such other and  further  rights and  remedies  as  provided  by law or under the
Agreement or under any of the other Loan Documents, (i) collect interest on such
overdue  amount  from the date of such  maturity  until paid at a rate per annum
equal to three (3%)  percent in excess of Base Rate,  (ii)  setoff  such  amount
against any deposit  account  maintained in the Bank by the  Borrower,  and such
right of setoff  shall be deemed to have been  exercised  immediately  upon such
stated or  accelerated  maturity  even  though  such  setoff is not noted on the
records of the Bank until a later time and (iii) hold as security  any  property
heretofore or hereafter delivered into the custody, control or possession of the
Bank or any  entity  acting as agent for the Bank by any  person  liable for the
payment of this Note.

     This Note may not be changed  orally,  but only by an agreement in writing,
signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought.

     Should  the  indebtedness  represented  by this Note or any part  hereof be
collected  at law or in equity,  or in  bankruptcy,  receivership,  or any other
court  proceeding,  or should this Note be placed in the hands of attorneys  for
collection  upon  default,  the  Borrower  agrees  to pay,  in  addition  to the
principal  and  interest  due  and  payable  hereon,  all  reasonable  costs  of
collecting or attempting to collect this Note, including  reasonable  attorneys'
fees and expenses.

     This Note  shall be and  remain  in full  force  and  effect  and in no way
impaired  until the  actual  payment  thereof  to the Bank,  its  successors  or
assigns.

     Anything  herein to the contrary  notwithstanding,  the  obligations of the
Borrower  under this Note shall be subject to the  limitation  that  payments of
interest shall not be required to the extent that receipt of any such payment by
the Bank would be contrary to provisions of law  applicable to the Bank limiting
the maximum rate of interest which may be charged or collected by the Bank.

     The Borrower and all  endorsers  and  guarantors  of this Note hereby waive
presentment, demand for payment, protest and notice of dishonor of this Note.

     This Note is binding upon the Borrower and its  successors  and assigns and
shall inure to the benefit of the Bank and its successors and assigns.



                                        2


<PAGE>


     This Note and the rights and  obligations  of the parties  hereto  shall be
subject to and governed by the laws of the State of New Jersey.

     IN WITNESS  WHEREOF,  the undersigned has caused this Substitute  Revolving
Note to be duly executed by its authorized  officer as of the day and year above
written.

                                         KAYE GROUP INC.



                                         By: /s/ Michael P. Sabanos
                                             -------------------------------
                                             Michael P. Sabanos
                                             Senior Vice President
                                             & Chief Financial Officer


                                       3


<PAGE>




STATE OF NY  :
                ss.
COUNTY OF NY :


     BE IT  REMEMBERED,  that on this 6 day of  August,  1999,  before  me,  the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior  Vice  President  and Chief  Financial  Officer of KAYE GROUP  INC.,  the
corporation named in and subscribing to the foregoing instrument;  and he, being
by me duly sworn,  acknowledged,  deposed and said that such instrument was made
by such  corporation,  and that he signed and delivered the same as such officer
of such  corporation  as its  voluntary  act and deed for the uses and  purposes
therein expressed.


                                                    /s/ IVY S. FISCHER
                                                    ---------------------------
                  IVY S. FISCHER
         Notary Public State of New York
                    No. 31 4786741
         Qualified in New York County
       Commission Expires August 31, 1999


                                       4


<PAGE>


                    [signature continued from previous page]

STATE OF NY  :
                ss.
COUNTY OF NY :


     BE IT  REMEMBERED,  that on this 1 day of  November,  1999,  before me, the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior  Vice  President  and  Chief  Financial   Officer  of  PROGRAM  BROKERAGE
CORPORATION,   the  corporation  named  in  and  subscribing  to  the  foregoing
instrument; and he, being by me duly sworn, acknowledged,  deposed and said that
such instrument was made by such  corporation,  and that he signed and delivered
the same as such officer of such  corporation  as its voluntary act and deed for
the uses and purposes therein expressed.


                                                    /s/ IVY S. FISCHER
                                              ----------------------------------
                                                         IVY S. FISCHER
                                                Notary Public State of New York
                                                         No. 02F14786741
                                                Qualified in New York County
                                              Commission Expires August 31, 2001


                                       5


<PAGE>


                           Letterhead KAYE GROUP INC.


                                                   As of July 31, 1999


Summit Bank
250 Moore Street
Hackensack, New Jersey 07601

         Re:       Reaffirmation of Guaranty in connection with
                   Extension of Various Loans from Summit Bank to
                   Kaye Group Inc.
                   ----------------------------------------------

Dear Sir or Madam:

     Each  of  the  undersigned  guarantors  (collectively,   the  "Guarantors")
executed and delivered to Summit Bank (the "Bank") a certain Guaranty  Agreement
dated June 24, 1998 (the  "Guaranty"),  pursuant to which each of the Guarantors
jointly,  severally  and  unconditionally  guaranteed  to  the  Bank  all of the
obligations  of Kaye  Group  Inc.  (the  "Borrower")  under  that  certain  Loan
Agreement dated June 24, 1998 between the Borrower and the Bank.

     The Guarantors hereby acknowledge that, concurrently herewith, the Borrower
and the Bank are entering into a First  Amendment to Loan  Agreement (the "First
Amendment"),  and  in  connection  therewith,  the  Borrower  is  executing  and
delivering  to the Bank a  Substitute  Revolving  Note in the maximum  principal
amount of $4,500,000  (the  "Substitute  Note")  pursuant to which,  among other
things,  the maturity  date of the existing  Revolving  Note dated June 24, 1998
from the Borrower to the Bank in the maximum  principal  amount of $4,500,000 is
being extended to October 29, 1999. The  Guarantors  hereby further  acknowledge
that,  as a condition to entering  into the First  Amendment  and  accepting the
Substitute Note, the Bank has required that each of the Guarantors  reaffirm the
Guaranty to the Bank.

     Accordingly,  each of the Guarantors  hereby (a) ratifies and reaffirms its
obligations under the Guaranty,  all of the terms and conditions of which remain
in full force and effect,  (b)  consents to the  execution  and  delivery of the
First Amendment and the Substitute Note by the Borrower and (c) acknowledges and
agrees that the Guaranty  shall  continue to apply with full force and effect to
all obligations of the Borrower to the Bank,  including without limitation,  the
obligations  under  the  Substitute  Note.  As of the date  hereof  there are no
counterclaims,  offsets or defenses  to the  Guarantors'  obligations  under the
Guaranty and the Guarantors  waive and release all claims against the Bank which
exist on the date hereof in connection therewith.




<PAGE>


     This Reaffirmation of Guaranty may be signed in any number of counterparts,
all of  which,  when  taken  together,  shall  constitute  but one and the  same
instrument.

                                             KAYE INSURANCE ASSOCIATES, INC.


                                             By: /s/ Michael P. Sabanos
                                                     ---------------------------
                                                     Michael P. Sabanos
                                                     Senior Vice President
                                                     & Chief Financial Officer

                                             KAYE CORPORATION OF CONNECTICUT

                                             By: /s/ Michael P. Sabanos
                                                     ---------------------------
                                                     Michael P. Sabanos
                                                     Senior Vice President
                                                     & Chief Financial Officer

                                              KAYE ADMINISTRATORS CORP.

                                              By: /s/ Michael P. Sabanos
                                                     ---------------------------
                                                     Michael P. Sabanos
                                                     Senior Vice President
                                                     & Chief Financial Officer

                                               KAYE SERVICES CORP.

                                               By: /s/ Michael P. Sabanos
                                                     ---------------------------
                                                     Michael P. Sabanos
                                                     Senior Vice President
                                                     & Chief Financial Officer

                                                KAYE-WESTERN INSURANCE &
                                                RISK SERVICES, INC.

                                                By: /s/ Michael P. Sabanos
                                                     ---------------------------
                                                     Michael P. Sabanos
                                                     Senior Vice President
                                                     & Chief Financial Officer



                     [SIGNATURES CONTINUE ON FOLLOWING PAGE]


                                       2


<PAGE>

                                                PROGRAM BROKERAGE CORPORATION

                                                By: /s/ Michael P. Sabanos
                                                     ---------------------------
                                                     Michael P. Sabanos
                                                     Senior Vice President
                                                     & Chief Financial Officer



                                        3


<PAGE>


STATE OF NY    :
                  ss.
COUNTY OF NY   :

     BE IT  REMEMBERED,  that on this 6 day of  August,  1999,  before  me,  the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior Vice President and Chief Financial Officer of KAYE INSURANCE  ASSOCIATES,
INC., the corporation named in and subscribing to the foregoing instrument;  and
he, being by me duly sworn, acknowledged,  deposed and said that such instrument
was made by such corporation,  and that he signed and delivered the same as such
officer  of such  corporation  as its  voluntary  act and  deed for the uses and
purposes therein expressed.

                    Ivy S. Fischer
           Notary Public, State of New York
                   No. 31-4788741
             Qualified in New York County
         Commission Expires August 31, 1999             /s/ Ivy S. Fischer
                                                        ------------------


STATE OF NY    :
                  ss.
COUNTY OF NY   :

     BE IT  REMEMBERED,  that on this 6 day of  August,  1999,  before  me,  the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior  Vice  President  and Chief  Financial  Officer  of KAYE  CORPORATION  OF
CONNECTICUT,   the  corporation  named  in  and  subscribing  to  the  foregoing
instrument; and he, being by me duly sworn, acknowledged,  deposed and said that
such instrument was made by such  corporation,  and that he signed and delivered
the same as such officer of such  corporation  as its voluntary act and deed for
the uses and purposes therein expressed.

                    Ivy S. Fischer
           Notary Public, State of New York
                   No. 31-4788741
             Qualified in New York County
         Commission Expires August 31, 1999             /s/ Ivy S. Fischer
                                                        ------------------


STATE OF NY    :
                  ss.
COUNTY OF NY   :

     BE IT  REMEMBERED,  that on this 6 day of  August,  1999,  before  me,  the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior Vice President and Chief Financial Officer of KAYE ADMINISTRATORS  CORP.,
the corporation  named in and subscribing to the foregoing  instrument;  and he,
being by me duly sworn, acknowledged,  deposed and said that such instrument was
made by such  corporation,  and that he signed  and  delivered  the same as such
officer  of such  corporation  as its  voluntary  act and  deed for the uses and
purposes therein expressed.

                    Ivy S. Fischer
           Notary Public, State of New York
                   No. 31-4788741
             Qualified in New York County
         Commission Expires August 31, 1999             /s/ Ivy S. Fischer
                                                        ------------------


                                       4


<PAGE>


STATE OF NY    :
                  ss.
COUNTY OF NY   :


     BE IT  REMEMBERED,  that  on this 6 day of August,  1999,  before  me,  the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior Vice President and Chief Financial  Officer of KAYE SERVICES  CORP.,  the
corporation named in and subscribing to the foregoing instrument;  and he, being
by me duly sworn, acknowledged,  deposed and said that such installment was made
by such  corporation,  and that he signed and delivered the same as such officer
of such  corporation  as its  voluntary  act and deed for the uses and  purposes
therein expressed.

                    Ivy S. Fischer
           Notary Public, State of New York
                   No. 31-4788741
             Qualified in New York County
         Commission Expires August 31, 1999             /s/ Ivy S. Fischer
                                                        ------------------


STATE OF NY    :
                  ss.
COUNTY OF NY   :

     BE IT  REMEMBERED,  that on this 6 day of  August,  1999,  before  me,  the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior Vice President and Chief Financial  Officer of  KAYE-WESTERN  INSURANCE &
RISK SERVICES,  INC., the corporation  named in and subscribing to the foregoing
instrument; and he, being by me duly sworn, acknowledged,  deposed and said that
such instrument was made by such  corporation,  and that he signed and delivered
the same as such officer of such  corporation  as its voluntary act and deed for
the uses and purposes therein expressed.

                    Ivy S. Fischer
           Notary Public, State of New York
                   No. 31-4788741
             Qualified in New York County
         Commission Expires August 31, 1999             /s/ Ivy S. Fischer
                                                        ------------------


STATE OF NY    :
                  ss.
COUNTY OF NY   :

     BE IT  REMEMBERED,  that  on this 6 day of  August, 1999,  before  me,  the
subscriber,  personally  appeared Michael P. Sabanos,  who I am satisfied is the
Senior  Vice  President  and  Chief  Financial   Officer  of  PROGRAM  BROKERAGE
CORPORATION,   the  corporation  named  in  and  subscribing  to  the  foregoing
instrument; and he, being by me duly sworn, acknowledged,  deposed and said that
such instrument was made by such  corporation,  and that he signed and delivered
the same as such officer of such  corporation  as its voluntary act and deed for
the uses and purposes therein expressed.

                    Ivy S. Fischer
           Notary Public, State of New York
                   No. 31-4788741
             Qualified in New York County
         Commission Expires August 31, 1999             /s/ Ivy S. Fischer
                                                        ------------------


                                       6