<PAGE>

                            REGISTRATION UNDERTAKING

                  This Registration Undertaking (this "Agreement") is made and
entered into as of September 18, 1996 by American Film Technologies, Inc., a
Delaware corporation (the "Company") for the benefit of Kay Salomon (the
"Holder") pursuant to Section 2 of that certain Stock Purchase Agreement dated
as of October ___, 1996 between the Company and the Holder (the "Purchase
Agreement").

         NOW, THEREFORE, in consideration of the mutual representations,
covenants and agreements contained herein, the Company hereto agrees and
undertakes as follows:

1. Piggyback Registration.

      a.  Registrable Securities: The term "Registrable Securities" means each
          of the following:

               (i)  the Shares as such term is defined in the Purchase
                    Agreement; and

               (ii) any other shares or securities or distributions resulting
                    from a reverse split, stock split, stock dividend,
                    reclassification of the capital stock of the Company,
                    consolidation or reorganization of the Company, and any
                    shares or other securities of the Company or of any
                    successor company which the Holder may receive by virtue of
                    their ownership of the Shares;

provided, however, that any of the securities described in the foregoing clauses
(i) and (ii) shall be treated as Registrable Securities only if and so long as
(x) they are held by the Holder , family members of the Holder or a personal or
family trust controlled by the Holder, (y) have not been sold or disposed of,
pursuant to a registration statement covering such Registrable Securities which
has been declared effective pursuant to the Securities Act of 1933, as amended
(the "Act") or if such securities have not been sold or disposed of such
registration statement including the Registrable Securities remains effective;
or (z) have not been sold or disposed of to the public pursuant to Rule 144 (or
any similar provision then in force) promulgated under the Act.

      b.  Piggyback Registration Rights. Subject to the terms and conditions
          contained in this Agreement, during the Piggyback Period, as
          hereinafter defined, the Holder shall be entitled

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<PAGE>

          to include in any Piggyback Registration Statement, as hereinafter
          defined, all Registrable Securities.

      c.  Piggyback Period. Except as otherwise provided herein, the Holder
          shall be entitled to include all or any portion of the Registrable
          Securities held by Holder in a Piggyback Registration Statement, as
          such term is hereinafter defined, during the "Piggyback Period"
          defined as the period commencing as of the date hereof and ending on
          the first to occur of: (i) October 18, 2006; (ii) all of the
          Registrable Securities which Holder desires to sell can be sold in one
          sale pursuant to Rule 144(k) or any successor rule of similar
          provision of the Act; OR (iii) the sale of the Registrable Securities
          have been included in one or two Piggyback Registration Statements (as
          hereinafter defined) which has been declared effective by the
          Securities and Exchange Commission (the "SEC") and if the Registrable
          Securities are included therein, the effectiveness thereof is not
          terminated prior to the contemplated distribution period ("Effective
          Piggyback Registration Statement") or if the sale of all of the
          Registrable Securities have not be so included in such Effective
          Piggyback Registration Statements, such failure is a result of
          Holder's failure to timely deliver to the Company a Supplemental
          Notice with respect thereto as set forth in Section 1(e) below.

      d.  Notice of Registration. In the event that during the Piggyback Period
          the Company proposes to file a registration statement to register
          under the Act, the sale or other transfer of any class of its
          securities of which the Registrable Securities are a part: (i) by the
          Company (the "Company Securities"); or (ii) by any other present or
          future holder of the Company's securities (the "Shareholder
          Securities") (the Company Securities and Shareholder Securities
          hereinafter collectively referred to as the Registration Securities),
          the Company shall deliver to the Holder, at least twenty (20) days
          prior to the filing with the Commission of the registration statement
          covering such Registration Securities (the "Piggyback Registration
          Statement"), a written notice (a "Registration Notice") of its
          intention so to register such offering of Registration Securities and
          the manner 


                                       -2-

<PAGE>
          in which such Registration Securities are proposed to be sold.

      e.  Supplemental Notice. In the event that a Registration Notice shall
          have been delivered, the Holder may elect to include in the offering
          covered by the Piggyback Registration Statement all or a portion of
          the Registrable Securities by delivering notice to the Company (the
          "Supplemental Notice") on or before the tenth (10th) day after
          delivery of the Registration Notice specifying the number of shares of
          Registrable Securities (the "Piggyback Securities") proposed to be
          sold or otherwise transferred by the Holder. In the event that during
          the Piggyback Period, Holder fails to timely deliver Supplemental
          Notices including all Registrable Securities with respect to two
          Effective Piggyback Registration Statements then and in such event all
          Piggyback Registration Rights of the Holder shall automatically
          terminate without any Further action on the party of the Company.

      f   Registration of Supplemental Registration Securities. Subject to the
          terms, conditions, restrictions and limitations contained elsewhere
          herein, from and after receipt of a Supplemental Notice, the Company
          shall use its best efforts to cause the Piggyback Securities to be
          registered under the Act pursuant to the Piggyback Registration
          Statement, subject to the sale or other transfer thereof prior to the
          effectiveness of the Piggyback Registration Statement, and to effect
          and to comply with all qualifications, compliances and requirements
          necessary to permit the sale or other transfer of the Piggyback
          Securities pursuant to the Piggyback Registration Statement,
          including, without limitation, qualifications under the applicable
          blue sky or other state securities laws.



                                      -3-
<PAGE>

      g.  Priorities.

          (i)    Underwritten Offerings by the Company. If, in the case of
                 delivery of a Supplemental Notice relating to an underwritten
                 offering of securities proposed to be made by the Company, the
                 managing underwriter shall make a determination, in its sole
                 discretion, in a writing delivered to the Company and the
                 Holder that inclusion of some or all of the Piggyback
                 Securities together with the Registration Securities, which are
                 to be included in such Piggyback Registration Statement would
                 have an adverse effect on the proposed distribution of the
                 Company Securities ("Adverse Distribution Effect"), then the
                 Company shall, upon written notice to the Holder and to all
                 holders of Shareholder Securities included in such Piggyback
                 Registration Statement only the number of securities other than
                 Company Securities which, in the sole discretion of the
                 managing underwriter, can be sold without any such Adverse
                 Distribution Effect, selected from the Holder and the holders
                 of Shareholder Securities seeking to exercise piggyback
                 registration rights, on a pro rata basis in proportion to the
                 number of securities sought to be included in such Piggyback
                 Registration Statement.

          (ii)   Underwritten Offerings of Shareholder Securities. If, in the
                 case of delivery of a Supplemental Notice by the Holder
                 relating to an underwritten offering of Shareholder Securities
                 in connection with a demand registration right by such holders,
                 where the managing underwriter shall make a determination, in
                 its sole discretion, in a writing delivered to the Company and
                 the Holder and holders of Shareholder Securities included in
                 such Piggyback Registration Statement that inclusion of some or
                 all of the Registrable Securities would have an Adverse
                 Distribution Effect on the proposed sale of the Shareholder
                 Registration Securities then the Company shall, upon written
                 notice to the Holder and holders of such Shareholder
                 Securities, include in such registration only the number of


                                      -4-
<PAGE>

                 Securities which, in the sole discretion of the managing
                 underwriter, can be sold without an Adverse Distribution Effect
                 on the proposed sale of the Shareholder Securities covered by
                 the Demand Registration Right, selected from the Holder and the
                 holders of Shareholder Securities seeking to exercise piggyback
                 registration rights, on a pro rata basis in proportion to the
                 number of securities sought to be included in such Piggyback
                 Registration Statement.


          (iii)  Non-Underwritten Offerings. The Holder shall have the right to
                 include all Registrable Securities in a Piggyback Registration
                 Statements of non-underwritten offerings of securities of the
                 Company.

      h.  Underwriters. In the case of Piggyback Registration Statements, the
          underwriter designated by the initiating party shall serve as the
          managing underwriter for the entire offering. Holder shall be entitled
          to utilize any other underwriter in connection with the sale of its
          securities unless the managing underwriter reasonably determines
          participation by such underwriter in the offering would materially
          delay or otherwise be materially adverse to the transaction.

      i.  Exceptions. The provisions of this Section shall not apply to (i) any
          registration statement on Form S-8 or Form S-4, or any successor form,
          or (ii) any registration statement covering only securities proposed
          to be issued in exchange for securities or assets of another
          corporation.

2.   Restrictions on Public Sale by the Holder. Notwithstanding anything
     contained herein to the contrary, if the Holder has received a Registration
     Notice during the Piggyback Period, for so long as the Holder holds one
     percent (1%) or more, on a fully diluted basis of such Registrable
     Securities, the Holder agrees not to effect any public sale or distribution


                                      -5-
<PAGE>

     of any such securities during the fifteen (15) days prior to, and during
     the 90-day period beginning on, the effective date of such registration
     statement (or until its termination or abandonment, if earlier), except for
     a sale pursuant to such registration statement, if permitted.

3.   Registration Procedures.

      a.  Whenever Piggyback Securities are included in a Piggyback Registration
          Statement pursuant to Section 1 of this Agreement, subject to the
          terms, conditions, restrictions and limitations contained elsewhere
          herein, the Company agrees to:

          (i)  include in such Piggyback Registration Statement the sale of the
               Piggyback Securities in accordance with the intended method of
               distribution thereof, and use commercially reasonable efforts to
               cause such Piggyback Registration Statement to become effective;


          (ii) prepare and file with the SEC such amendments and post-effective
               amendments to the Piggyback Registration Statement as may be
               necessary to keep the Piggyback Registration Statement effective
               following the effective date for such period as may be required
               to meet the prospectus delivery and all other requirements under
               the Act, but not longer than one hundred thirty-five (135) days;
               cause the prospectus to be supplemented by any required
               prospectus supplement, and, as so supplemented, to be filed
               pursuant to Rule 424 under the Act; and comply with the
               provisions of the Act applicable to it with respect to the
               disposition of all securities covered by such registration
               statement during the applicable period in accordance with the
               intended methods of disposition by sellers thereof set forth in
               such Piggyback Registration Statement or supplement to the
               prospectus;

         (iii) furnish to the Holder and the underwriter or underwriters, if
               any, without charge, at least one signed copy of the Piggyback
               Registration Statement and all post-effective amendments thereto,
               including financial statements and schedules, all documents
               incorporated therein by reference and all exhibits (including
               those incorporated by reference) as soon as such documents become
               available to the Company, and such number of conformed copies
               thereof and such number of copies of the Prospectus (including
               each preliminary prospectus) and any amendment or supplements
               thereto, and any documents incorporated by reference therein, as
               the Holder or underwriter may request, as soon as such documents
               become available to the Company, in order to facilitate the
               disposition of the Piggyback Securities (it being understood that

                                      -6-
<PAGE>

               the Company consents to the use of the prospectus and any
               amendment or supplement thereto by the Holder and the underwriter
               or underwriters, if any, in connection with the offering and sale
               of the Piggyback Securities);

          (iv) on or prior to the date on which the Piggyback Registration
               Statement is declared effective, use commercially reasonable
               efforts to register or qualify the Piggyback Securities under
               such other securities or blue sky laws of such jurisdictions as
               the managing underwriter, if any, or the Holder, if there is no
               underwriter, reasonably requests, keep each such registration or
               qualification effective during the period such registration
               statement is required to be kept effective and do any and all
               other acts and things which may be reasonably necessary or
               advisable to consummate the disposition in such jurisdictions of
               the Piggyback Securities; provided that the Company shall not be
               required to (A) qualify generally to do business in any
               jurisdiction where it would not otherwise be required to qualify
               but for this clause (iv), (B) subject itself to general taxation
               in any such jurisdiction, (C) consent to general service of
               process in any such jurisdiction, or (D) undertake compliance
               with substantive requirements of the blue sky laws or regulations
               of a jurisdiction which are unreasonably burdensome or onerous,
               including escrow requirements;

          (v)  use commercially reasonable efforts to cause the Piggyback
               Securities to be registered with or approved by such other
               governmental agencies or authorities as may be necessary by
               virtue of the business and operations of the Company to
               consummate the disposition of the Piggyback Securities;

          (vi) (A) notify the managing underwriter, if any, or the Holder, if
               there is no underwriter, (and if requested by any such person,
               confirm such advice in writing) when a prospectus relating to the
               sale of the Piggyback Securities is required to be delivered
               under the Act or (B) notify the managing underwriter, if any, or
               the Holder, if there is no underwriter (and if requested by any
               such person, confirm such advice in writing) of the happening of
               any event as a result of which the prospectus included in the
               Piggyback Registration Statement relating to the sale of the
               Piggyback Securities contains an untrue statement of a material
               fact or omits to state any material fact required to be stated
               therein or necessary to make the statements therein not
               misleading and prepare a supplement or amendment to such
               prospectus so that, as thereafter delivered to the purchasers of
               the Piggyback Securities, such prospectus will not contain an
               untrue statement of a material fact or omit to state any material
               fact required to be stated therein or necessary to make the
               statements therein not misleading;

          (vii) enter into customary agreements (including, in the case of an


                                      -7-
<PAGE>

               underwritten offering, an underwriting agreement in customary
               form with customary indemnity provisions) and make such
               representations and warranties to the underwriters or the Holder,
               if there is no underwriter, as in form and substance and scope
               are customarily made by issuers to underwriters in secondary
               underwritten offerings;

        (viii) notify the managing underwriter, if any, or the Holder, if
               there is no underwriter, of any stop order or other suspension of
               effectiveness of the Piggyback Registration Statement;

          (ix) make every commercially reasonable effort to obtain the
               withdrawal of any order suspending the effectiveness of the
               Piggyback Registration Statement at the earliest possible moment;

          (x)  cooperate with the managing underwriter, if any, and counsel for
               the underwriters, or the Holder, if there is no underwriter, and
               their counsel in connection with any filings required to be made
               with the National Association of Securities Dealers, Inc. (the
               "NASD");

         (xii) if requested by the managing underwriter, if any, or the
               Holder, if there is no underwriter, promptly incorporate in a
               prospectus supplement or post-effective amendment such
               information relating to the distribution of securities and the
               timing thereof as the managing underwriter, if any, or the
               Holder, if there is no underwriter, reasonably requests to be
               included therein, including, without limitation, the number of
               Piggyback Securities being sold by the Holder to the underwriter
               or underwriters, and the purchase price being paid therefor by
               such underwriter or underwriters and any other terms of the
               underwritten offering of the Piggyback Securities; and make all
               required filings of such prospectus supplement or post-effective
               amendment as soon as notified of the matters to be incorporated
               in such prospectus supplement or post-effective amendment;

        (xiii) as promptly as practicable after filing with the SEC of any
               document which is incorporated by reference into a Piggy-back
               Registration Statement, deliver a copy of such document to the
               Holder;

         (xiv) cooperate with the managing underwriter, if any, or the Holder,
               if there is no underwriter, to facilitate the timely preparation
               and delivery of certificates (not bearing any restrictive
               legends) representing securities to be sold under the Piggyback
               Registration Statement and enable such securities to be in such
               denominations or amounts, as the case may be, and registered in


                                      -8-
<PAGE>

               such names as the managing underwriter, if any, or the Holder, if
               there is no underwriter, may reasonably request;

          (xv) notify the Holder, if there is no underwriter, or the managing
               underwriter, if any, promptly (and if requested by any such
               person, confirm such advice in writing) of the receipt by the
               Company of any notification with respect to the suspension of the
               qualification of the Piggyback Securities for sale in any
               jurisdiction or the initiation or threatening of any proceeding
               for such purpose; and

         (xvi) cause the Piggyback Securities to be listed on each securities
               exchange or quoted on the NASDAQ National Market on which similar
               securities issued by the Company are then listed or quoted, and
               provide that the applicable listing or quotation requirements are
               satisfied.

      b.  The Holder shall provide to the Company such information regarding the
          distribution of the Piggyback Securities and such other information
          relating to the Holder and his or her ownership of securities of the
          Company as the Company may from time to time reasonably request in
          writing.

      c.  Notwithstanding anything contained herein to the contrary, the SEC may
          issue a "stop order" or refuse to allow the effectiveness of any
          Piggyback Registration Statement or the Company, may in its sole
          discretion terminate any Piggyback Registration Statement at any time
          prior to or after the effectiveness thereof without liability to the
          Holder. In such event, the Company shall promptly notify the Holder
          thereof.

      d.  The Holder agrees, upon receipt of any notice from the Company of the
          happening of any event of the kind described in Section 3(b) hereof,
          he or she will forthwith discontinue distribution of Piggyback
          Securities.


4.   Registration Expenses

               All expenses incident to the Company's performance
of or compliance with this Agreement including, without limitation (i) all
registration and filing fees, all fees and expenses associated with filings
required to be made with the NASD, as may be required by rules and regulations
of the NASD (other than fees required in excess of fees which would otherwise

                                      -9-
<PAGE>

pertain in the event that the Holder is a member of the NASD), fees and expenses
of compliance with securities or blue sky laws (including fees and disbursements
of counsel in connection with blue sky qualifications for the Registrable
Securities), rating agency fees, printing expenses (including expenses of
printing certificates for the Registrable Securities in a form eligible for
deposit with the Depository Trust Company and of printing prospectuses if the
printing of prospectuses is reasonably requested by the holders of a Majority
Amount), messenger and delivery expenses, (ii) internal expenses (including,
without limitation, all salaries and expenses of their officers and employees
performing legal or accounting duties), securities acts liability insurance (if
the Company elects to obtain such insurance), (iii) fees and expenses of counsel
for the Company and its independent certified public accountants (including the
expenses of any special audit or "cold comfort" letters required by or incident
to such performance), (iv) fees and expenses of any special experts retained by
the Company in connection with such registration, and (v) fees and expenses of
other persons retained by the Company, (all such expenses being herein called
"Registration Expenses"), shall be paid by the Company, provided that in no
event shall Registration Expenses include (A) any underwriting discounts or
commissions attributable to the sale of the Registrable Securities, (B) any fees
and expenses of counsel for the Holder if such counsel is different than counsel
for the Company or any accountant or other professional engaged by the Holder,
or (C) any direct out-of-pocket expenses of the Holder.

                  In the event that following effectiveness of a Piggyback
Registration Statement, pursuant to which the Holder is a selling stockholder,
it becomes necessary for the Company to prepare and file a supplemental
prospectus or amended prospectus in order to maintain the effectiveness of such
registration statement, the cost thereof shall be apportioned as set forth
above.

5.   Indemnification; Contribution

       a. Indemnification by the Company. To the extent that any Piggyback
          Securities are included in a Piggyback Registration Statement pursuant
          to the terms hereof, the Company agrees to indemnify, to the full
          extent permitted by law, the Holder, and any agent therefor against
          all losses, claims, damages, liabilities and expenses (including
          reasonable legal fees and expenses) arising out of or based upon any
          such untrue statement or alleged untrue statement of a material fact


                                      -10-
<PAGE>

          contained in any registration statement, prospectus or preliminary
          prospectus, or any amendment thereof or supplement thereto, or any
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein (in
          the case of a prospectus or preliminary prospectus, in light of the
          circumstances under which they are made) not misleading, except
          insofar as such losses, claims, damages arise out of or are based upon
          an untrue statement or omission so made in reliance upon and in
          conformity with information with respect to the Holder furnished in
          writing to the Company by the Holder or its representatives expressly
          for use therein or any acts of negligence or misfeasance by Holder.
          Nothing contained in Section 5(a) shall waive or effect any rights
          Holder may otherwise have under law and equity.

       b. Indemnification by the Holder. In connection with any Piggyback
          Registration Statement in which the Holder is a selling stockholder,
          the Holder agrees to indemnify, to the extent permitted by law, the
          Company, its directors, officers, employees and agents and each person
          who controls the Company (within the meaning of applicable federal and
          state securities laws), and any investment advisor thereof or agent
          therefor against any losses, claims, damages, liabilities and expenses
          (including reasonable legal fees and expenses) resulting from (i) any
          untrue statement or alleged untrue statement of a material fact
          contained in the registration statement, prospectus or preliminary
          prospectus, or any amendment thereof or supplement thereto, or any
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein (in
          the



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          case of a prospectus or prelimi nary prospectus, in the light of the
          circumstances under which they were made) not misleading, to the
          extent, but only to the extent, that such untrue statement or omission
          is made in reliance upon and in conformity with or failed to be
          contained in any information with respect to the Holder furnished in
          writing by the Holder or its representatives specifically for
          inclusion therein; (ii) Holder's negligence; or (iii) Holder's
          misfeasance. In no event shall the liability of the Holder hereunder
          be greater in amount than the dollar amount of the proceeds received
          by the Holder upon the sale of the Registrable Securities giving rise
          to such indemnification obligation.


       c. Conduct of Indemnification Proceedings. Any person entitled to
          indemnification hereunder agrees to give prompt written notice to the
          indemnifying party after the receipt by such person of any written
          notice of the commencement of any action, suit or proceeding against
          such person or investigation thereof made in writing or for which such
          person will claim indemnification or contribution pursuant to this
          Agreement, but the failure so to give written notice to the
          indemnifying party shall not relieve it from any liability which it
          may have to any indemnified party hereunder except if and to the
          extent such indemnifying party is materially prejudiced by such
          failure nor shall it relieve the indemnifying party from any liability
          which it may have to any indemnified party other than under this
          Agreement. The indemnified party shall permit the indemnifying party
          to assume the defense of such claim with counsel reasonably
          satisfactory to such indemnified party; provided, however, that if the
          defendants in any such action include both the indemnified party and
          the indemnifying party and the indemnified party shall have reasonably
          concluded that there may be defenses available to it that are
          different from or additional to those available to the indemnifying
          party or if the interests of the indemnified party may reasonably be
          deemed to conflict with the interests of the indemnifying party, the
          indemnified party shall have the right to select a separate counsel
          and to control the defense of such action, with the reasonable fees
          and expenses of such separate counsel to be reimbursed by the
          indemnifying


                                      -12-
<PAGE>

          party. If the indemnifying party is not entitled to, or does not,
          assume the defense of a claim, it will not be obligated to pay the
          fees and expenses of more than one counsel (and any required local
          counsel) with respect to such claim. No indemnified party will be
          required to consent to entry of any judgment or enter into any
          settlement which does not include as an unconditional term thereof the
          giving by the claimant or plaintiff to such indemnified party of a
          release from all liability in respect to such claim or litigation. The
          indemnifying party will not be subject to any liability for any
          settlement made without its consent, which shall not be unreasonably
          withheld.

      d.  Conflict with Underwriting Agreement. In the event that any provision
          of any indemnification clause in the underwriting agreement to which
          the Company and the Holder are parties in connection with the
          registration statement or prospectus in question differs from a
          provision in this Section 5, such provision in the underwriting
          agreement shall determine the Holder's rights visa via the Underwriter
          in respect thereof. Notwithstanding the foregoing, the provisions of
          Section 5 hereof shall control with respect to the rights of the
          Company and the Holder with regards to this Agreement or the
          underwriting agreement.



                                      -13-
<PAGE>

6.   Participation in Underwritten Registrations

                  The Holder may not participate in any underwritten
registration hereunder unless it (a) agrees to sell the Piggyback Securities, as
the case may on be, the basis provided in the underwriting arrangements approved
by it, (b) completes and executes all questionnaires, powers of attorneys,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements and (c) agrees to pay all
underwriting discounts and commissions on the Piggyback Securities sold under
such underwriting arrangements.

7.   Miscellaneous

       a. Entire Agreement. This Agreement contains the entire agreement among
          the parties hereto and except as set forth herein, supersedes all
          prior oral or written agreements, promises, representations,
          commitments or understandings with respect to the matters provided for
          herein.

       b. Amendment. This Agreement may be modified or amended only by a writing
          duly executed by the parties hereto.

       c. Assignment and Binding Effect. This Agreement and the rights and
          obligations of any party hereunder may not be assigned by any party
          without the prior written consent of the other party hereto.
          Notwithstanding the foregoing, the Company may merge or be acquired by
          another corporation without the consent of the Holder so long as the
          surviving corporation shall agree to be bound by the terms of this
          Agreement. All covenants, agreements, and indemnities in this
          Agreement by and on behalf of any of the parties hereto shall be
          binding on and inure to the benefit of their respective successors and
          permitted assigns.

                                      -14-
<PAGE>

       d. Waivers. No waiver of any of the provisions of this Agreement shall be
          deemed or shall constitute a waiver of any other provision hereof
          (whether or not similar), nor shall such waiver constitute a
          continuing waiver. No waiver shall be binding unless executed in
          writing by the party making the waiver.

       e. Rule 144. The Company shall utilize its reasonable best efforts to
          take such action as may be required of it so that sale of Shares by
          the Holder may be effected through Rule 144 of the Act or any
          successor rule under the Act.

       f. Notices. Unless applicable law requires a different method of giving
          notice, any and all notices, demands or other communications required
          or desired to be given hereunder by any party shall be in writing.
          Assuming that the contents of a notice meet the requirements of the
          specific Section of this Agreement which mandates the giving of that
          notice, a notice shall be validly given or made to another party if
          served either personally or if deposited in the United States mail,
          certified or registered, postage prepaid, or if transmitted by
          telegraph, telecopy or other electronic written transmission device or
          if sent by overnight courier service, and if addressed to the
          applicable party as set forth below. If such notice, demand or other
          communication is served personally, service shall be conclusively
          deemed given at the time of such personal service. If such notice,
          demand or other communication is given by mail, service shall be
          conclusively deemed given seventy-two (72) hours after the deposit
          thereof in the United States mail. If such notice, demand or other
          communication is given by overnight courier, or electronic
          transmission, service shall be conclusively given at the time of
          confirmation of delivery. The addresses for the parties are as
          follows:



                                      -15-
<PAGE>




          (i)  If to the Holder:

               Kay Salomon
               Leveque Beaubien Inc.,
               1155 Netcalf, 5th Floor
               Montreal, Quebec, Canada H3B-4S9
               Telecopier No.: (514) 879-5260

          (ii) If to the Company:

               American Film Technologies, Inc.
               Attention:  Gerald M. Wetzler
               300 Park Avenue, 17th Floor
               New York, New York  10022
               Telecopier No.: (212) 572-6460

with a copy (which shall not constitute notice) to:

               Jeffer, Mangels, Butler & Marmaro LLP
               2121 Avenue of the Stars, 10th Floor
               Los Angeles, California  90067
               Attention:  Barry L. Burten, Esq.
               Telecopier No.:  (310) 203-0567

                  Any party hereto may change its address for the purpose of
receiving notices, demands and other communications as herein provided, by a
written notice given in the aforesaid manner to the other parties hereto.

       g. Governing Law. This Agreement shall be governed by and construed in
          accordance with the laws of the State of New York, without regard to
          conflicts of law principles.

       h. Jurisdiction. The parties hereto agree to submit to the exclusive
          jurisdiction of the Superior Court, Los Angeles County any
          controversy, claim or dispute arising out of or relating to this
          Agreement or the method and manner of performance thereof or the
          breach thereof.

       i. Cost of Litigation. Should any party hereto institute any action or
          proceeding at law or in equity to enforce any provision of this
          Agreement, including an action for declaratory relief, or for damages
          by reason of an alleged breach of any provision of this Agreement, or
          otherwise in connection with this Agreement, or any provision hereof,
          the Court shall apportion the costs and fees thereof (including all
          attorneys' fees between the parties based on its determination of the
          merits of their respective positions in the proceeding prevailing
          party shall be entitled to recover from the losing party or parties
          reasonable attorneys' fees and costs for services rendered to

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<PAGE>
          the prevailing party in such action or proceeding.

       j. Interpretation. The headings contained in this Agreement are for
          reference purposes only and shall not affect in any way the meaning or
          interpretation of this Agreement.

       k. Severability. If any provisions of this Agreement shall under any
          circumstances be deemed invalid or inoperative, this Agreement shall
          be construed with the invalid or inoperative provision deleted and the
          rights and obligations of the parties shall be construed and enforced
          accordingly.

       l. Neuter and Gender. Whenever in this Agreement the context may require,
          the neuter shall be deemed to include the feminine or masculine and
          vice versa.


         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf on the date first above written.


                                        AMERICAN FILM TECHNOLOGIES, INC.



                                        By________________________________
                                          Gerald M. Wetzler,
                                          Chief Executive Officer


AGREED TO AND ACCEPTED
THIS ____ DAY OF October 1996



_________________________________________
Kay Salomon

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