Exhibit 4.2 
Registration Rights Agreement Entered into as of  July 30, 1998, Between
American Banknote Corporation and Bay Harbour Management, L.c., for its
Managed Accounts

<PAGE>


                          REGISTRATION RIGHTS AGREEMENT


          THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of
July 30, 1998,  between American Banknote  Corporation,  a Delaware  corporation
(the  "Company"),  with an  address  of 200  Park  Avenue,  New  York,  New York
10166-4999  and Bay Harbour  Management,  L.C.,  for its managed  accounts ("Bay
Harbour"), having its principal office at 885 Third Avenue, 34th Floor,
New York, New York 10022.

          WHEREAS, pursuant to that certain Exchange Letter Agreement,  dated as
of July 30, 1998 (the "Exchange Agreement"),  by and between Bay Harbour and the
Company,  Bay Harbour has agreed to exchange  1,704,845  shares of common stock,
par value $.01 per share ("Common Stock") of the Company for 1,704,845 shares of
Series B preferred stock, par value $.01 per share ("Series B Preferred  Stock")
of the Company; on the terms described therein; and

          WHEREAS, the shares of the Series B Preferred Stock to be delivered to
Bay Harbour  pursuant to the Exchange  Agreement are convertable  into shares of
Common Stock; and

          WHEREAS,  the parties  desire to set forth the terms and conditions of
the parties  covenants  and  agreements  in respect of the  registration  of the
shares of Common  Stock to be  delivered  by the Company  upon a  conversion  of
shares of Series B Preferred Stock into shares of Common Stock (the  "Conversion
Shares")  with  the  United  States  Securities  and  Exchange   Commission  and
applicable state securities agencies and listing of the Conversion Shares on the
New York Stock Exchange (the "NYSE");

             NOW,   THEREFORE,   in   consideration   of  the  mutual  promises,
representations,  warranties, covenants and conditions set forth in the Exchange
Agreement and this Agreement, Company and Bay Harbour agree as follows:

1.     CERTAIN DEFINITIONS

          "Commission" shall mean the United States Securities and Exchange
Commission.

          "Conversion  Date"  shall  mean (i) if Bay  Harbour  owns no shares of
Common Stock (other than the Conversion  Shares),  the first date upon which any
shares of Series B Preferred  Stock are  converted  into shares of Common  Stock
(whether by the Company or Bay  Harbour),  or (ii) if Bay Harbour owns shares of
Common Stock in addition to any Conversion Shares, the first date upon which Bay
Harbour  owns no  shares of  Common  Stock  other  than any  Conversion  Shares;
provided  that,  in each case,  if less than an aggregate  of 100,000  shares of
Series  B  Preferred  Stock  have  been  converted  to  Conversion  Shares,  the
Conversion  Date shall be the first date upon which at least  100,000  shares of
Series B Preferred  Stock,  in  aggregate,  have been  converted  to  Conversion
Shares.

          "Person" shall mean an individual,  partnership,  corporation, limited
liability company, trust or unincorporated organization, or government or agency
or political subdivision thereof.

          "Registrable  Securities" shall mean (a) all Conversion Shares issued,
or to be issued,  upon the conversion of shares of the Series B Preferred  Stock
into  shares  of  Common  Stock  and (b) any  stock of the  Company  issued as a
dividend  or other  distribution  with  respect  to,  or in  exchange  for or in
replacement of, the shares of Stock referred to in clause (a).

          "Restricted  Securities"  shall mean the Registrable  Securities until
(i) such  Registrable  Securities  have been  effectively  registered  under the
Securities  Act  and  disposed  of by Bay  Harbour;  or  (ii)  such  Registrable
Securities have been  distributed to the public pursuant to Rule 144 (or similar
provision) or the provisions of Rule 144(k) are applicable to such shares.

          "Securities  Act" or "1933 Act" shall mean the Securities Act of 1933,
as amended.

2.     SECURITIES SUBJECT TO THIS AGREEMENT

          The  Securities  entitled to the  benefits of this  Agreement  are the
Registrable Securities but, with respect to any particular Registrable Security,
only so long as such security continues to be a Restricted Security.

3.     SHELF REGISTRATION

          Within ninety (90) days of the Conversion Date, the Company shall file
a "shelf"  registration  statement pursuant to Rule 415 under the Securities Act
(the "Shelf Registration") with respect to the Registrable Securities.  With the
prior written consent of Bay Harbour,  the Shelf  Registration may include other
securities of the Company which are held by other  stockholders  and,  solely to
the extent that the Company may register  such  securities  on Form S-3,  shares
registered on behalf of the Company.

4.     REGISTRATION PROCEDURES.

          If and whenever  Company is required to effect the registration of any
Registrable Securities, Company will as expeditiously as possible:

          (a) prepare and file,  within 90 days of the Conversion Date, with the
Commission the requisite  registration statement to effect such registration and
thereafter use its best efforts to cause such  registration  statement to become
effective, as soon as practicable after the filing thereof;

          (b)  prepare  and  file  with  the  Commission   such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective for
as long as Registrable  Securities shall remain outstanding,  and to comply with
the provisions of the 1933 Act with respect to the disposition of all securities
covered  by such  registration  statement  until  such  time as all  Registrable
Securities  have been  disposed of in  accordance  with the intended  methods of
disposition by Bay Harbour set forth in such registration statement;

          (c) furnish to Bay Harbour  such  number of  conformed  copies of such
registration  statement and of each such  amendment and  supplement  thereto (in
each case  including  all  exhibits),  such  number of copies of the  prospectus
contained in such registration  statement (including each preliminary prospectus
and any summary  prospectus) and any other prospectus filed under Rule 424 under
the 1933 Act, in  conformity  with the  requirements  of the 1933 Act,  and such
other documents (including without limitation  documents  incorporated or deemed
to be incorporated by reference prior to the effectiveness of such registration)
as Bay Harbour may reasonably request;

          (d) use its best  efforts  to  register  or  qualify  all  Registrable
Securities and other  securities  covered by such  registration  statement under
such other  securities or blue sky laws of such United States  jurisdictions  as
each holder  thereof shall  reasonably  request,  to keep such  registration  or
qualification in effect for so long as such  registration  statement  remains in
effect,  and to take any other  action  which  may be  reasonably  necessary  or
advisable  to  enable  such  holder  to  consummate  the   disposition  in  such
jurisdictions of the securities owned by such holder,  except that Company shall
not for any such  purpose be required to qualify  generally  to do business as a
foreign  corporation  in any  jurisdiction  wherein  it  would  not  but for the
requirements of this subdivision (d) be obligated to be so qualified, to subject
itself to taxation in any such  jurisdiction or to consent to general service of
process in any such jurisdiction;

          (e) use its best efforts to cause all Registrable  Securities  covered
by such  registration  statement to be registered with or approved by such other
U.S.  governmental  agencies or  authorities  as may be  necessary to enable Bay
Harbour to consummate the disposition of such Registrable Securities;

          (f) notify Bay Harbour, at any time when a prospectus relating thereto
is required to be delivered under the 1933 Act, (1) upon discovery that, or upon
the happening of any event as a result of which, the prospectus included in such
registration  statement,  as then in effect,  includes 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 in the light of the
circumstances  under which they were made, (2) of the issuance by the Commission
of any stop order suspending the effectiveness of such registration statement or
the  initiation  of  proceedings  for that  purpose,  (3) of any  request by the
Commission  for (i)  amendments to such  registration  statement or any document
incorporated or deemed to be incorporated by reference in any such  registration
statement,  (ii)  supplemements  to  the  prospectus  forming  a  part  of  such
registration statement or (iii) additional  information,  and (4) of the receipt
by the  Company  of any  notification  with  respect to the  suspensions  of the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any  jurisdiction or the initiation of any proceeding for
such purpose, and at the request of Bay Harbour,  when prepared,  furnish to Bay
Harbour a reasonable number of copies of a supplement to or an amendment of such
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers  of such  securities,  such  prospectus  shall not  include an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made and, upon the happening of
such an event  prior to the  effectiveness  of any  registration  statement  the
Company  may delay or  suspend  any  registration  until the  event  shall  have
terminated,  provided,  however, that nothing contained herein shall require the
Company to prepare or update such prospectus (or proceed with such registration)
if in doing so it would be  required  to disclose  any  non-public  confidential
information or which disclosure would jeopardize in a manner materially  adverse
to the interests of the Company or its  affiliates any ongoing  negotiations  or
discussions of the Company or its affiliates  relating to any material corporate
event or transaction of any such party;

          (g) otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission,  and make available to its security  holders,
as soon as reasonably practicable,  an earnings statement covering the period of
at least twelve months,  but not more than eighteen  months,  beginning with the
first  full  calendar  month  after  the  effective  date of  such  registration
statement,  which  earnings  statement  shall satisfy the  provisions of Section
11(a) of the 1933 Act, and will furnish to each holder of Registrable Securities
at  least  five  business  days  prior  to the  filing  thereof  a copy  of each
registration  statement and  prospectus  used in connection  therewith,  and any
amendment or supplement to such  registration  statement or prospectus and shall
not file any thereof which any such holder shall have reasonably objected on the
grounds that such registration  statement,  prospectus,  amendment or supplement
does not comply in all material  respects with the  requirements of the 1933 Act
or the rules or regulations thereunder;

          (h) provide and cause to be maintained a transfer  agent and registrar
for all Registrable  Securities covered by such registration  statement from and
after a date not later than the effective date of such registration statement;

          (i) use its best efforts to list all Registrable Securities covered by
such  registration  statement on the NYSE,  or if the stock is not listed on the
NYSE, such other national securities exchange, trading system or market on which
similar  securities  issued by  Company  are then  listed,  or traded  and which
represents  the primary  trading  market for such  securities and shall take any
other  action  necessary  or advisable to  facilitate  the  disposition  of such
Registrable Securities;

          (j) the  Company  may  require  Bay  Harbour to furnish  Company  such
information  regarding the  distribution  of such  securities and, to the extent
relevant  thereto  regarding  Bay  Harbour,  as  Company  may from  time to time
reasonably request in writing; and

          (k) Bay Harbour agrees by acquisition  of its  Registrable  Securities
that upon  receipt of any notice from  Company of the  happening of any event of
the kind  described in  subparagraph  (f) of this Paragraph 4, it will forthwith
discontinue   its  disposition  of  Registrable   Securities   pursuant  to  the
registration statement relating to such Registrable Securities until its receipt
of  the  copies  of the  supplemented  or  amended  prospectus  contemplated  by
subdivision  (f) of this  Paragraph  4 (when  prepared)  and,  if so directed by
Company,  will deliver to Company (at Companys  expense) all copies,  other than
permanent  file  copies,  then in Bay  Harbour's  possession  of the  prospectus
relating to such Registrable  Securities  current at the time of receipt of such
notice.

5.  INDEMNIFICATION  NOW,  THEREFORE,  in  consideration of the mutual promises,
representations,  warranties, covenants and conditions set forth in the Purchase
Agreement  and this  Agreement,  Seller  and  Buyer  agree as  follows:1.CERTAIN
DEFINITIONSTerms  not otherwise  defined herein shall have the meanings ascribed
thereto in the  Purchase  Agreement.  Commission  shall  mean the United  States
Securities   and  Exchange   Commission.   Person  shall  mean  an   individual,
partnership, corporation, trust or unincorporated organization, o 

          (a)  Indemnification by the Company.  In the event of any registration
of any securities of the Company under the Securities Act, the Company will, and
hereby  does,  indemnify  and  hold  harmless  in the  case of any  registration
statement  filed  pursuant  to  Paragraph  3, Bay  Harbour,  its  directors  and
officers,  each other Person who  participates as an underwriter in the offering
or sale of such  securities  and each other  Person,  if any,  who  controls Bay
Harbour or any such  underwriter  within  the  meaning  of the  Securities  Act,
against any losses, claims,  damages or liabilities,  joint or several, to which
Bay Harbour or any such director or officer or underwriter or controlling person
may  become  subject  under the  Securities  Act or  otherwise,  insofar as such
losses,  claims,  damages or  liabilities  (or actions or  proceedings,  whether
commenced or threatened,  in respect thereof) arise out of or are based upon any
untrue  statement or alleged untrue statement of any material fact contained (on
the  effective  date  thereof) in any  registration  statement  under which such
securities were registered under the Securities Act, any preliminary prospectus,
prospectus   subject  to  completion  final  prospectus  or  summary  prospectus
contained  therein,  or any  amendment or  supplement  thereto,  or any document
incorporated  by  reference  therein,  or  arise  out of or are  based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  and
the  Company  will  reimburse  Bay  Harbour,  and each such  director,  officer,
underwriter  and  controlling  person  for  any  legal  or  any  other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss,  claim,  liability,  action or proceeding;  provided that the Company
shall not be liable in any such case to the extent  that any such  loss,  claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue  statement  or  alleged  untrue  statement  or
omission  or alleged  omission  made in such  registration  statement,  any such
preliminary  prospectus,  final  prospectus,  summary  prospectus,  amendment or
supplement in reliance upon and in conformity with information  furnished to the
Company by Bay Harbour in writing,  specifically  stating  that it is for use in
the preparation  thereof and,  provided  further,  that the Company shall not be
liable to any Person who  participates as an underwriter in the offering or sale
of  Registrable  Securities  or any other  Person,  if any,  who  controls  such
underwriter  within the meaning of the  Securities  Act, in any such case to the
extent that any such loss, claim, damage,  liability (or action or proceeding in
respect  thereof) or expense arises out of such Person's failure to send or give
a copy of the final prospectus, as the same may be then supplemented or amended,
to the Person  asserting  an untrue  statement  or alleged  untrue  statement or
omission or alleged omission at or prior to the written confirmation of the sale
of  Registrable  Securities  to such Person if such  statement  or omission  was
corrected in such final  prospectus.  Such indemnity  shall remain in full force
and effect regardless of any  investigation  made by or on behalf of Bay Harbour
or any such  director,  officer,  underwriter  or  controlling  person and shall
survive the transfer of such securities by Bay Harbour.

          (b)  Indemnification  by Bay Harbour.  (i) Each holder of  Registrable
Securities, severally and not jointly, which Registrable Securities are included
in a registration  pursuant to the provisions of this Agreement,  will indemnify
and hold  harmless  the Company,  each person,  if any, who controls the Company
within the meaning of the Securities  Act, each officer of the Company who signs
the registration statement including such Registrable Securities,  each director
of the Company and each of their successors from and against, and will reimburse
the Company and such  officer or director  with  respect to, any and all claims,
actions, demands, losses, damages,  liabilities,  costs or expenses to which the
Company or such officer or director may become  subject under the Securities Act
or  otherwise,  insofar  as such  claims,  actions,  demands,  losses,  damages,
liabilities,  costs or  expenses  arise  out of or are  based  upon  any  untrue
statement of any material fact  contained in such  registration  statement,  any
prospectus  contained therein or any amendment or supplement  thereto,  or arise
out of or are based upon the omission to state  therein a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the  circumstances  in which they are made, not  misleading;  provided that such
holder  will be liable in any such case to the  extent,  but only to the extent,
that any such claim, action,  demand, loss, damage,  liability,  cost or expense
arises out of or is based upon an untrue  statement or omission made in reliance
upon and in strict conformity with written information  furnished by such holder
specifically  for use in the preparation  thereof.  The liability of each holder
under this Section shall be limited to the proportion of any such claim, action,
demand,  loss,  damage,  liability,  cost  or  expense  which  is  equal  to the
proportion that the public offering price of the Registrable  Securities sold by
such holder under such registration  statement bears to the total offering price
of all securities sold thereunder, but not, in any event, to exceed the proceeds
received by such holder from the sale of Registrable  Securities covered by such
Registration Statement.

          (c) Each party entitled to indemnification under this Paragraph 5 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;  provided  that  counsel for the  Indemnifying
party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld) and the  Indemnified  Party may  participate  in such
defense  at such  partys  expense  (unless  the  Indemnified  Party)  shall have
reasonably  concluded  that  there may be a conflict  of  interest  between  the
Indemnifying  Party and the Indemnified  Party in such action, in which case the
fees and expenses of one such counsel for all  Indemnified  Parties  shall be at
the expense of the Indemnifying Party), and provided further that the failure of
any  Indemnified  Party to give notice as provided  herein shall not relieve the
Indemnifying  Party  of its  obligations  under  this  Paragraph  5  unless  the
Indemnifying Party is materially  prejudiced  thereby. No Indemnifying Party, in
the defense of any such claim or  litigation  shall,  except with the consent of
each  Indemnified  Party (which  consent shall not be  unreasonably  withheld or
delayed),  consent to entry of any judgement 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.

          (d) If the indemnification provided for in this Paragraph 5 is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss,  liability,  claim,  damage or expense  referred to herein,
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
hereunder,  shall  contribute to the amount paid or payable by such  Indemnified
Party as a result of such  loss,  liability,  claim,  damage or  expense in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and of the  Indemnified  Party on the other in  connection
with the statements or omissions which resulted in such loss, liability,  claim,
damage or expense, as well as any other relevant equitable  considerations.  The
relative fault of the Indemnifying  Party and of the Indemnified  party shall be
determined by reference  to, among other things,  whether the untrue (or alleged
untrue)  statement of a material  fact or the omission (or alleged  omission) to
state a material fact relates to information  supplied by the Indemnifying Party
or by the Indemnified Party and the parties relative intent,  knowledge,  access
to information and opportunity to correct or prevent such statement or omission.

6.     MISCELLANEOUS

          (a) Expenses.  All expenses  incurred by the Company in complying with
this Agreement,  including, without limitation, all registration and filing fees
(including  all  expenses  incident  to  filing  with the  NYSE or the  National
Association  of  Securities  Dealers,   Inc.),   printing  expenses,   fees  and
disbursements  of counsel for the  Company,  the  expense of any special  audits
incident  to or required by any such  registration,  and the expense  (including
counsel fees) of complying with securities or Blue Sky laws shall be paid by the
Company;  provided in no event shall the Company be liable for any fees  payable
to counsel or  accountants  retained  by Bay Harbour or for  underwriting  fees,
discounts or selling commissions attributable to Bay Harbours Conversion Shares.

          (b) Stop  Transfer  Instructions.  The  Company  may issue  such "stop
transfer"  instructions  to its transfer agent with respect to all or any of the
Conversion  Shares  as it  deems  necessary  if at any time  Company  reasonably
believes such action is required to prevent any  violation of the  provisions of
the Securities Act.

          (c)  Legend  on  Stock  Certificates.   If,  in  accordance  with  the
Securities  Act  and  in  the  opinion  of  counsel  to the  Company,  a  legend
restricting  transfer  must  be  placed  on  the  certificates   evidencing  the
Conversion  Shares,  the Company  shall not be  required to issue a  certificate
evidencing the  Conversion  Shares which does not contain such legend unless (i)
the  shares  represented  by  any  such  certificate  are  sold  pursuant  to  a
Registration  Statement (including a current Prospectus) which has become and is
effective under the Securities Act, (ii) the staff of the Commission  shall have
issued a "no action" letter, reasonably satisfactory to counsel for the Company,
to  the  effect  that  such  securities  may be  freely  sold  publicly  without
registration under the Securities Act or (iii) counsel reasonably  acceptable to
the Company shall have  rendered its opinion,  which opinion shall be reasonably
acceptable to the Company,  that,  such  securities  may be freely sold publicly
without registration under the Securities Act.

           (d) Filing Pursuant to Securities Laws. The Company covenants that it
will, so long as any Registrable Securities remain outstanding, file all reports
required to be filed by it under the Securities  Act or the Securities  Exchange
Act of 1934, as amended, and the rules and regulations promulgated by Commission
thereunder,  or, if it is not required to file such reports,  it will,  upon the
request of Bay Harbour,  make publicly available such information as will enable
Bay Harbour to sell such Registrable  Securities without registration within the
limitations of the  exemptions  provided by (i) Rule 144  promulgated  under the
Securities  Act,  as such rule may be  amended  from  time to time,  or (ii) any
similar rule or regulation hereafter  promulgated by the Securities and Exchange
Commission.

                  (e) Termination. The registration rights of Bay Harbour as set
forth herein shall terminate upon the final disposition of all Conversion Shares
or if, in the written opinion of independent counsel to the Company,  all of the
Registrable  Securities  then owned by Bay  Harbour  could be sold in any 90 day
period pursuant to Rule 144.

                (f)  Successors and Assigns.  This Agreement  shall inure to the
benefit  of and be  binding  on the  successors  and  permitted  assigns  of the
parties.  This Agreement shall not be assignable by either party except with the
prior written of the other party,  except that the registration rights set forth
herein  thereof  may be  assigned,  in whole or in part,  to any  transferee  of
Registrable  Securities,  provided  such  transferee  agrees  to be bound by all
obligations and limitations of this Agreement.

                (g)  Governing  Law.  This  Agreement  shall be  governed by and
construed in  accordance  with the laws of the State of New York,  applicable to
contracts made and to be performed entirely with in such State.

                (h)  Section   Headings.   The  headings  of  the  sections  and
subsections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof.

                (i)  Notices.  

                    (i) All  communications  under  this  Agreement  shall be in
writing and shall be  delivered  by  facsimile or by hand or mailed by overnight
courier or by registered or certified mail, postage prepaid:

                        (A)  if to the Company, to the address set forth in
the preamble hereto to the attention of General Counsel or at such other
address as it may have furnished in writing to the Investors; and

                        (B) if to Bay Harbour, to the address set forth in
the preamble  hereto to the  attention of Douglas  Teitelbaum,  or at such other
address as may have been furnished the company in writing.

                  (ii) Any notice so addressed  shall be deemed to be given:  if
delivered  by hand on the date of such  delivery;  if mailed by courier,  on the
first business day following the date of such mailing, on the third business day
after the date of such mailing.

                (j) Entire  Agreement:  Amendment  and  Waiver.  This  Agreement
constitutes  the entire  understanding  of the parties hereto and supersedes all
prior understanding among such parties.  This Agreement may be amended,  and the
observance of any term of this Agreement may be waived, with (and only with) the
written  consent  of the  Company  and the  holders  of a  majority  of the then
outstanding Registrable Securities.

                (k) Counterparts.  This Agreement may be executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be considered one and the same agreement.

            (l) No Inconsistent Agreements. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement.

                (m) Remedies. Each holder of Registrable Securities, in addition
to being entitled to exercise all rights granted by law,  including  recovery of
damages,  will be  entitled  to specific  performance  of its rights  under this
Agreement.  The  Company  agrees  that  monetary  damages  would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this  Agreement  and  hereby  agrees to waive the  defense  in any action for
specific performance that a remedy at law would be adequate.

                (n)  Severability.  In the  event  that  any  one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held  invalid,  illegal or  unenforceable  in any respect for any  reasons,  the
validity,  legality  and  enforceability  of any such  provision  in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired and privileges of each holder of Registrable  Securities (including Bay
Harbour) shall be enforceable to the fullest extent permitted by law.

            IN WITNESS WHEREOF,  the undersigned have executed this Agreement as
of the date first set forth above.

                         AMERICAN BANKNOTE CORPORATION
                         By: s/ Harvey J. Kesner
                         -----------------------
                         Name: Harvey J. Kesner
                        Title:   Executive Vice President


                          BAY HARBOUR MANAGEMENT, L.C.
                            for its managed accounts


     By:     
           Name:
           Title: