CHEMICAL


 Chemical Bank                               Robert J. Arth
 633 Third Avenue                            Vice President
 New York, NY 10017-6764                     Asset Based Region
 212/1622-5273
 Fax-212/622-5271

 Mr Ward Urban
 Vice President and Treasurer                September 20, 1995
 American Banknote Corporation
 51 W 52nd Street
 New York, N Y 10019



RE: Proposed $20,000,000 Revolving Credit Facility for American
                                                 Bank Note Company
& American Bank Note Holographics, Inc.



Dear Mr Urban:

We are pleased to advise you that the Credit Committee of
Chemical Bank ("Chemical", the "Bank" or the "Agent") has
approved a $20.000.000 senior secured. three year Revolving
Credit ("Credit Facility") for American Bank Note Company
("ABN") and American Bank Note Holographics. Inc ("ABNH")
(jointly and severally the "Borrowers") The Credit Facility
will be available to the Borrowers to (I) refinance outstanding
debt under the revolving credit agreement between the Borrowers
and Citibank, as agent, for itself and the lenders dated on or
about May 26, 1992; (ii) provide up to $ 10,000,000 towards
Letters of Credit. subject to certain Imitations outlined in
the attached Outline of Terms: (iii) provide up to $10,000,000
towards Permitted Acquisitions as defined in and subject to
certain limitations outlined in the attached Outline of Terms:
and (iv) provide ongoing working capital support for the
Borrowers.

The proposed transaction is subject to, without limitation, the
general terms and conditions contained in the attached Outline
of Terms, dated as of September 20, 1995 which, by reference,
is incorporated into this commitment letter.  This commitment 


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letter and Outline of Terms supersedes all prior proposals
issued to you by the Agent. The text of this letter and Outline
is intended to provide a brief description of the principal
terms of this transaction as contemplated by the Agent and will
not be considered as prejudicing the final terms and conditions
which have yet to be negotiated and agreed and which will be
contained in the final documentation. Furthermore, this offer
is subject, but not limited, to (I) no situation occurring
which would, in the opinion of the Agent, materially adversely
affect (a) the ability of any Borrower or Guarantor (as defined
in the Outline of Terms) to perform its obligations under the
documents governing the proposed transaction and/or (b) the
assets and properties contemplated to be pledged as collateral
in connection with the proposed transaction: and (ii) the
preparation, completion and execution of legal documentation
that is satisfactory to the Agent and its counsel.

By executing this letter, the Borrowers agree to indemnify,
defend and hold harmless the Bank and its officers, directors,
controlling persons, agents, employees and counsel
(collectively the "Indemnified Persons") from and against any
and all losses, claims, damages, inabilities, deficiencies,
judgments or expenses incurred by any of them arising out of or
by result of any litigation, investigation, claim or
proceeding, pending or threatened,. which arise out of or are
in, any way based upon this letter and the financing facility
contemplated herein, including without limitation, amounts paid
in settlement, court costs and the fees and disbursements of
counsel incurred in connection with any such litigation
investigation, claim or proceeding, but excluding any loss,
claim, damage, liability deficiency, judgment or  expense
arising from the gross negligence and willful misconduct of the
Indemnified Persons.

Based upon your acceptance of this commitment letter, and your
payment of and acknowledgment that the portion of the
Structuring Fee due upon acceptance of this commitment letter,
as detailed in the Structuring  Fee definition in the attached
Outline of Terms (with the balance of such Structuring Fee due
at closing), is  non-refundable, we shall authorize our
attorneys to prepare the necessary documentation, the charges
for  which you agree to pay, whether or not the transaction
contemplated herein, is consummated.   ln addition,  this offer
is governed by the laws of the State of New York, shall not be
assignable, and may not be  amended, 


                               -2-
waived or modified without the Bank's prior written consent and
is contingent upon your  acceptance by September 21, 1995 and
to documentation for the proposed transaction being executed 
and delivered, and a closing occurring  no later than November
2, 1995. 

In addition, the Borrowers and the Bank agree that this letter
is delivered on the understanding that neither  this letter nor
any of its terms or substance shall be disclosed by you,
directly or indirectly, to any other  person, except to the
Borrower's and Citibank's respective employees, agents,
advisors and shareholders  who are directly involved in the
consideration of this matter.
          
If this letter or the subject matter hereof becomes the subject
of any dispute, each of 'the parties waives trial  by jury in
connection herewith.  The Borrowers and Chemical waive any
claims for consequential damages with respect to any such
dispute.

If the Outline of Terms and this commitment letter correctly
set forth your understanding of  the terms and  conditions we
have discussed, please indicate your acceptance by signing in
the space provided below and  returning the original to us,
together with the portion of the Structuring Fee in the amount
of $100,000. We  appreciate this opportunity to work with you
and look forward to the continued development of our 
relationship.

    Very truly yours,
    CHEMICAL BANK

    Robert Arth           
    ss/ Robert J. Arth
    Vice President

ACCEPTED THIS 21 DAY OF SEPT., 1995  
American Bank Note Company        

BY:ss/Ward Urban                  
Vice President & Treasurer
 
ACCEPTED THIS 21 DAY OF SEPT., 1995
American Bank Note Holographics, Inc.

BY: ss/Ward Urban
Vice President & Treasurer
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