EXHIBIT 10-14


			Loan Agreement

			by and between

		Artistic Greetings Incorporated

			      and

	 New York State Urban Development Corporation

			    TABLE OF CONTENTS


ARTICLE 1:      DEFINITIONS AND ACCOUNTING TERMS.
   Section 1.01 Certain Defined Terms
   Section 1.02 Accounting Terms

ARTICLE 2:      THE CREDIT.
   Section 2.01 The Loan
   Section 2.02 The Note
   Section 2.03 Purpose of Loan; Project
   Section 2.04 Prepayments
   Section 2.05 Interest
   Section 2.06 Payments

ARTICLE 3:      CONDITIONS PRECEDENT.
   Section 3.01 Conditions Precedent

ARTICLE 4:      REPRESENTATIONS AND WARRANTIES OF BORROWER.
   Section 4.01 Incorporation, Good Standing and Due Qualification
   Section 4.02 Corporate Power and Authority; No Conflicts
   Section 4.03 Legally Enforceable Agreements
   Section 4.04 Litigation
   Section 4.05 Financial Statements
   Section 4.06 Ownership and Liens
   Section 4.07 Taxes
   Section 4.08 Operation of Business; Compliance with Laws
   Section 4.09 Subsidiaries and Ownership of Stock
   Section 4.10 Credit Arrangements
   Section 4.11 No Default on Outstanding Judgments or Orders
   Section 4.12 Labor Disputes and Acts of God
   Section 4.13 Financial Support
   Section 4.14 Application and Documents Submitted to Lender

ARTICLE 5:      AFFIRMATIVE COVENANTS.
   Section 5.01 Maintenance of Existence
   Section 5.02 Conduct of Business
   Section 5.03 Maintenance of Properties
   Section 5.04 Maintenance of Records
   Section 5.05 Maintenance of Insurance
   Section 5.06 Compliance with Laws
   Section 5.07 Taxes
   Section 5.08 Right of Inspection and Audit
   Section 5.09 Reporting Requirements
   Section 5.10 Employee Reporting Form
   Section 5.11 Reduction in Permanent Workforce
   Section 5.12 Non-Discrimination and Affirmative Action
<PAGE>


ARTICLE 6:      NEGATIVE COVENANTS.
   Section 6.01 Debt
   Section 6.02 Transactions with Affiliates
   Section 6.03 Location of Business
   Section 6.04 Compensation

ARTICLE 7:      EVENTS OF DEFAULT.
   Section 7.01 Events of Default
   Section 7.02 Remedies

ARTICLE 8:      MISCELLANEOUS.
   Section 8.01 Amendments and Waivers
   Section 8.02 Usury
   Section 8.03 Expenses
   Section 8.04 Indemnification
   Section 8.05 Assignment
   Section 8.06 Notices
   Section 8.07 Jurisdiction; Immunities
   Section 8.08 Captions
   Section 8.09 Severability
   Section 8.10 Counterparts
   Section 8.11 Governing Law

EXHIBITS
   Exhibit A    Note
   Exhibit B    Employee Reporting Form
   Exhibit C    Request for Disbursement

SCHEDULES
   Schedule 3.01(d)Support
   Schedule 4.06Liens

<PAGE>
			     LOAN AGREEMENT


     THIS AGREEMENT made this 23rd day of October, 1995, by and between
Artistic Greetings Incorporated, a corporation duly organized and
existing under the laws of the State of Delaware, having its principal
offices and place of business at One Komer Center, P.O. Box 1999, Elmira,
New York  14902-1999 ("Borrower") and New York State Urban Development
Corporation, a corporate governmental agency of the State of New York,
constituting a political subdivision and public benefit corporation,
having its principal office and place of business at 1515 Broadway, New
York, New York  10036-8960 ("Lender").

ARTICLE 1:  DEFINITIONS AND ACCOUNTING TERMS.

     Section 1.01.  CERTAIN DEFINED TERMS.  As used herein, the following
terms have the following meanings (terms defined in the singular shall
have the same meaning when used in the plural and VICE VERSA):

	"Affiliate" means any Person:  (a) which is a director, officer
     or employee of Borrower; (b) which directly or indirectly controls,
     or is controlled by, or is under common control with, Borrower; or
     (c) which directly or indirectly beneficially owns or holds 10% or
     more of any class of voting stock of Borrower.  The term "control"
     means the possession, directly or indirectly, of the power to direct
     or cause the direction of the management and policies of a Person,
     whether through the ownership of voting securities, by contract or
     otherwise.

	"Application" means the application submitted by Borrower to UDC
     in connection with the Loan as such application may have been
     amended or supplemented.

	"Capital Lease" means any lease which has been capitalized on the
     books of the Borrower in accordance with GAAP.

	"Debt" means, with respect to any Person, all indebtedness of
     such Person for borrowed money, whether fixed or contingent or
     secured or unsecured, including, without limitation, indebtedness
     for the deferred purchase price of property or services, the face
     amount of any outstanding letters of credit issued for the account
     of such Person, all guaranties, endorsements (other than for
     collection in the ordinary course of business) and other contingent
     obligations to purchase, to provide funds for payment, to supply
     funds to invest in any Person, or otherwise to assure a credit
     against loss, any obligations secured by any Lien on property of
     such Person, and all obligations of such Person as lessee under
     Capital Leases.

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

	"Default Rate" means a variable rate per annum of 2% above the
     Prime Rate as in effect from time to time upon the occurrence of
     each event which causes the Loan to bear interest at the Default
     Rate.

	"Event of Default" has the meaning set forth in Section 7.01.

	"Full-Time Permanent Employee" means either (a) an employee on
     Borrower's payroll, who has worked at the Premises for a minimum of
     thirty-five hours per week for not less than twelve consecutive
     weeks and who is entitled to receive the usual and customary fringe
     benefits extended by Borrower to other employees with comparable
     rank and duties; or (b) two employees on Borrower's payroll, who
     have worked at the Premises for a combined minimum of thirty-five
     hours per week for not less than twelve consecutive weeks and who
     are entitled to receive the usual and customary fringe benefits
     extended by Borrower to other employees with comparable rank and
     duties.

	"GAAP" means generally accepted accounting principles in the
     United States of America, as in effect on the date hereof.

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

	"Loan" means the loan made by Lender to Borrower pursuant to this
     Agreement.

	"Loan Documents" means this Agreement and the Note.

	"Note" shall have the meaning set forth in Section 2.02 hereof.

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

	"Premises" means the principal office of the Borrower located at
     the address listed on page 1 of this Agreement or any of its
     production facilities.

	"Prime Rate" means the prime rate of interest as published in The
     Wall Street Journal from time to time.

	"Project" shall have the meaning set forth in Section 2.03
     hereof.

	"Reduction in Permanent Workforce" shall have the meaning set
     forth in Section 5.11 hereof.

	"Related Person" means any Person related by blood or marriage to
     another Person.

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

	"Support Schedule" shall mean a schedule supporting the
     disbursement substantially in the form of Schedule 3.01(d) hereto.

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

ARTICLE 2:  THE CREDIT.

     Section 2.01.  THE LOAN.  Subject to the terms, covenants and
conditions of the Loan Documents, Lender agrees to lend to Borrower the
aggregate sum of Four Hundred Thousand Dollars ($400,000) (the "Loan").
The Loan shall be disbursed in one lump sum on
October 24, 1995 (the "Disbursement Date").

     Section 2.02.  THE NOTE.  The Loan shall be evidenced by a
promissory note of even date herewith duly completed and executed by
Borrower in substantially the form attached hereto as Exhibit A (the
"Note"), the terms, covenants and conditions of which are hereby
incorporated herein.

     Section 2.03.  PURPOSE OF LOAN; PROJECT.  Borrower has substantially
completed the renovation of its production facility on Lake Road in
Elmira, New York (the "Project") and will use the proceeds of the Loan as
reimbursement for a portion of the expenditures (such expenditures in an
amount substantially exceeding the amount of the Loan) already made by
the Borrower in connection with the Project.

     Section 2.04.  PREPAYMENTS.  Borrower shall have the right to prepay
the Loan at any time or from time to time without penalty.

     Section 2.05.  INTEREST.  No interest shall accrue on the
outstanding and unpaid principal amount of the Loan.

     Section 2.06.  PAYMENTS.  The Loan shall be payable in accordance
with the Note.
<PAGE>

ARTICLE 3:  CONDITIONS PRECEDENT.

     Section 3.01.  CONDITIONS PRECEDENT.  The obligation of Lender to
the disbursement under the Loan on the Disbursement Date shall be subject
to the following conditions precedent as of such date:

I.  The following statements shall be true:
     
	  A.  the representations and warranties contained in Article 4
	       of this Agreement are true and correct on and as of the
	       Disbursement Date; and
	  
	  B.  no Default or Event of Default has occurred or would
	       result from the disbursement.
	     
II. Lender shall have received such approvals, opinions or documents as
     provided in this Agreement.

III.The Borrower shall not have suffered a material adverse change in
     its financial condition.

IV. Lender shall have received a Request for Disbursement in the form
     set forth as Exhibit C to this Agreement, together with a Support
     Schedule in the form set forth as Schedule 3.01(d) attached hereto.

ARTICLE 4:  REPRESENTATIONS AND WARRANTIES OF BORROWER.  Borrower hereby
represents and warrants as follows:

     Section 4.01.  INCORPORATION, GOOD STANDING AND DUE QUALIFICATION.
Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, has the corporate power
and authority to own its assets and to transact business in which it is
now engaged and is duly qualified as a foreign corporation and in good
standing under the laws of each other jurisdiction in which such
qualification is required.

     Section 4.02.  CORPORATE POWER AND AUTHORITY; NO CONFLICTS.  The
execution, delivery and performance by Borrower of the Loan Documents
have been duly authorized by all necessary corporate action and do not
and will not:  (a) require any consent or approval of its stockholders or
Board of Directors; (b) contravene its charter or by-laws; (c) violate
any provision of, or require any filing, registration, consent or
approval under, any law, rule, regulation, order writ, judgment,
injunction, decree, determination or award presently in effect having
applicability to Borrower or any of its Affiliates; (d) result in a
breach of, or constitute a default or require any consent under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which Borrower is a party or by which it or its properties
may be bound or affected; (e) result in, or require, the creation or
imposition of any Lien, upon or with respect to any of the properties now
owned by Borrower; or (f) cause Borrower (or any Affiliate) to be in
default under any law, rule, regulation, order writ, judgment,
injunction, decree, determination or award or any such indenture,
agreement, lease or instrument.

     Section 4.03.  LEGALLY ENFORCEABLE AGREEMENTS.  Each Loan Document
is, or when delivered under this Agreement will be, a legal, valid and
binding obligation of Borrower enforceable against Borrower in accordance
with its terms, except to the extent that such enforcement may be limited
by bankruptcy, insolvency and other similar laws affecting creditors'
rights generally.

     Section 4.04.  LITIGATION.  There are no actions, suits or
proceedings pending or, to the knowledge of Borrower, threatened against
or affecting Borrower before any court, governmental entity or
arbitrator, which may, in any one case or in the aggregate, materially
adversely affect the financial condition, operations, properties or
business of Borrower, or the ability of Borrower to perform its
obligations under the Loan Documents.

     Section 4.05.  FINANCIAL STATEMENTS.  The financial statements of
Borrower for the fiscal year of Borrower ended on December 31, 1994,
together with the opinion thereon, dated February 17, 1995, of
independent certified public accountants, and the interim financial
statements of Borrower for the six months ended on June 30, 1995, copies
of which have been furnished to Lender, are complete and correct and
fairly present the financial condition of Borrower as of such dates and
the results of the operations of Borrower for the periods covered by such
statements, all in accordance with GAAP consistently applied (subject to
year-end adjustments in the case of the interim financial statements).
There are no liabilities of Borrower, fixed or contingent, which are
material but are not reflected in such financial statements or in the
notes thereto.  Since the date of the financial statements for the most
recently concluded fiscal reporting period of Borrower referred to above
and submitted to Lender, there has been no material adverse change in the
financial condition of Borrower.

     Section 4.06.  OWNERSHIP AND LIENS.  Borrower has to, or valid
leasehold interests in, all of its properties and assets, real and
personal, including the properties and assets, and leasehold interests
identified in the Application or in any information, report or exhibit
submitted in connection with the Application or reflected in the
financial statements referred to in Section 4.05 (other than any
properties or assets disposed of in the ordinary course of business), and
none of the properties and assets owned by Borrower and none of its
leasehold interests are subject to any Lien, except as disclosed in the
Application, or such information, exhibit, report or financial statements
or as listed on Schedule 4.06 attached hereto or as may be permitted
hereunder.

     Section 4.07.  TAXES.  Borrower has filed all tax (federal, state
and local) returns required to be filed and has paid all taxes,
assessments and governmental charges and levies thereon to be due,
including interest and penalties (except such amounts being protested in
good faith as of the date hereof).

     Section 4.08.  OPERATION OF BUSINESS; COMPLIANCE WITH LAWS.
Borrower possesses all material licenses, permits, franchises, patents,
copyrights, trademarks and trade names, or rights thereto, to conduct its
business substantially as now conducted and as presently proposed to be
conducted, and Borrower is not aware that it is in violation of any valid
rights of others with respect to any of the foregoing.

     To its knowledge, the Borrower is in compliance in all respects with
all applicable laws, rules, regulations and orders applicable to it.

     Section 4.09.  SUBSIDIARIES AND OWNERSHIP OF STOCK.  The Borrower
has no subsidiaries.

     Section 4.10.  CREDIT ARRANGEMENTS.  Except as has been disclosed to
Lender in writing, the financial statements of Borrower referred in
Section 4.05 identify all credit agreements, indentures, purchase
agreements, guaranties, Capital Leases and other investments, agreements
and arrangements in effect as of the date of such financial statements
providing for or relating to extensions of credit (including agreements
and arrangements for the issuance of letters of credit) in respect of
which Borrower is in any manner directly or contingently obligated, which
individually or in the aggregate exceed $1,000,000; and the maximum
principal or face amounts of the credit in question outstanding and which
can be outstanding are correctly stated, and all Liens of any nature
given as security therefor are correctly described or indicated in such
financial statements.

     Section 4.11.  NO DEFAULT ON OUTSTANDING JUDGMENTS OR ORDERS.
Borrower has satisfied all judgments and is not in default with respect
to any judgment, writ, injunction, decree, rule or regulation of any
court, arbitrator or federal, state, municipal or other governmental
authority, commission, board, bureau, agency or instrumentality, domestic
or foreign that would have a material adverse effect on the Borrower's
financial condition.  The Borrower is not a party to any indenture, loan
or credit agreement or any lease or other agreement or instrument or
subject to any charter or corporate restriction which would have a
material adverse effect on the financial condition of Borrower or the
ability of Borrower to carry out its obligations under the Loan
Documents.

     Section 4.12.  LABOR DISPUTES AND ACTS OF GOD.  Neither the business
nor the properties of Borrower are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance), materially and adversely affecting
the financial condition of the Borrower.

     Section 4.13.  FINANCIAL SUPPORT.

(a)  Borrower has obtained financial support or secured binding, written
     commitments to provide financial support in the amount necessary to
     undertake the Project to completion.  The following Persons have
     provided Borrower with financial support or commitments to provide
     financial support in amounts not less than those set forth opposite
     their names:
   
   Southern Tier Economic Development Corporation$200,000
	
(b) The amount contributed by Borrower in support of the Project is
     $4,200,000.

     Section 4.14.  APPLICATION AND DOCUMENTS SUBMITTED TO LENDER.  All
information contained in the Application or submitted to Lender in
connection with the Loan is complete and correct and fairly presents the
condition, operations and prospects of Borrower as of the date hereof.
Borrower has not misstated, omitted or withheld any fact in connection
with its Application upon which Lender may have relied in its decision to
make the Loan.  Each invoice, bill of sale, receipt, check or other
document or instrument, heretofore or hereafter submitted to Lender by
Borrower in connection with the Loan, upon submission was or shall be
complete and genuine and accurately reflect the transaction to which it
relates.

ARTICLE 5:  AFFIRMATIVE COVENANTS.  So long as the Note shall remain
unpaid, Borrower agrees as follows:

     Section 5.01.  MAINTENANCE OF EXISTENCE.  Borrower shall preserve
and maintain its corporate existence and good standing in the
jurisdiction of its incorporation, and qualify and remain qualified, as a
foreign corporation in each jurisdiction in which such qualification is
required.

     Section 5.02.  CONDUCT OF BUSINESS.  Borrower shall continue to
engage in its business substantially as conducted by it on the date of
this Agreement.  Notwithstanding the foregoing, the Borrower may expand
its business in the event Borrower, in its sole judgment, deems such
expansion necessary.

     Section 5.03.  MAINTENANCE OF PROPERTIES.  Borrower shall maintain,
keep and preserve all of its properties (tangible and intangible)
necessary or useful in the proper conduct of its business in good working
order and condition, ordinary wear and tear excepted.

     Section 5.04.  MAINTENANCE OF RECORDS.  Borrower shall keep adequate
records and books of account, in which complete entries will be made in
accordance with GAAP, reflecting all financial transactions of Borrower
and retain such records and books for three years after payment in full
of the Loan.

     Section 5.05.  MAINTENANCE OF INSURANCE.  Borrower shall maintain in
full force and effect adequate insurance substantially similar to the
insurance in place on the date hereof.

     Section 5.06.  COMPLIANCE WITH LAWS.  Borrower shall comply in all
material respects with all applicable federal, state and local laws,
rules, regulations and orders.

     Section 5.07.  TAXES.  Borrower shall file when due all tax returns
required to be filed by all applicable federal, state and local laws and
shall make timely payment of all taxes, assessments and governmental
charges and levies assessed, charged or properly imposed upon Borrower or
any of its properties.

     Section 5.08.  RIGHT OF INSPECTION AND AUDIT.  At any reasonable
time and upon reasonable notice, Borrower shall permit Lender or any
agent or representative thereof, to examine and make copies and abstracts
from the records and books of account of, and visit the properties of the
Borrower and to discuss the affairs, finances and accounts of Borrower
with officers of the Borrower and with Borrower's independent
accountants.  Lender's right of inspection and audit pursuant to this
Section shall survive the payment of the Loan and remain in full force
and effect for three years thereafter.

     Section 5.09.  REPORTING REQUIREMENTS.  Borrower shall furnish to
Lender the following financial information:

(a)  ANNUAL FINANCIAL STATEMENTS.  As soon as available and in any event
     within 120 days after the end of each fiscal year of Borrower
     financial statements of Borrower reasonably detailed and stating in
     comparative form the respective figures for the corresponding date
     and period in the prior fiscal year and prepared in accordance with
     GAAP and accompanied by an opinion thereon reasonably satisfactory
     to Lender by the Borrower's independent public accountant.

(b)  QUARTERLY FINANCIAL STATEMENTS.  As soon as practicable and in any
     event within 90 days subsequent to the end of each of the first
     three quarters of each fiscal year of Borrower financial statements
     of Borrower as of the end of such quarter, reasonably detailed and
     stating in comparative form the respective figures for the
     corresponding date and period in the previous fiscal year and
     prepared in accordance with GAAP and certified by the chief
     financial officer of Borrower (subject to year-end adjustments).

(c)  MANAGEMENT LETTERS.  Promptly upon receipt thereof, copies of any
     reports submitted to Borrower by independent public accounts in
     connection with examination of the financial statements of Borrower
     made by such accountants.

(d)  NOTICE OF LITIGATION.  Promptly after the commencement thereof,
     notice of all actions, suits, and proceedings before any court or
     governmental department, commission, board, bureau, agency or
     instrumentality, domestic or foreign, affecting Borrower which, if
     determined adversely to Borrower, would have a material adverse
     effect on the financial condition of Borrower.

(e)  NOTICE OF DEFAULTS AND EVENTS OF DEFAULT.  As soon as possible and
     in any event within 30 days after the occurrence of a Default or
     Event of Default, a written notice setting forth the details of such
     Default or Event of Default and the action which is proposed to be
     taken by Borrower with respect thereto.

(f)  PROXY STATEMENTS, ETC.  Promptly after the sending or filing
     thereof, copies of all proxy statements, financial statements and
     reports which Borrower sends to its stockholders and all
     registration statements which Borrower files with the Securities and
     Exchange Commission or any governmental authority which may be
     substituted therefor, or with any national securities exchange.

     Section 5.10.  EMPLOYEE REPORTING FORM.  Borrower shall furnish to
Lender, not later than March 1 of each year, an employee reporting form
substantially in the form attached hereto as Exhibit B stating the number
of Full-Time Permanent Employees as of the immediately preceding January
1.

     Section 5.11.  REDUCTION IN PERMANENT WORKFORCE.  Borrower shall
notify Lender in writing, not less than ninety (90) days subsequent to a
Reduction in Permanent Workforce.  For the purposes hereof, "Reduction in
Permanent Workforce" means a reduction in the number of Borrower's Full-
Time Permanent Employees which, individually or in the aggregate, results
in a reduction of the greater of (a) 600 Full-Time Permanent Employees or
(b) 50% or more of the number of Full-Time Permanent Employees on the
date of the first reduction.

     Section 5.12.  NON-DISCRIMINATION AND AFFIRMATIVE ACTION.

(a)  Borrower shall comply in all material respects with all United
     States and New York State laws and regulations prohibiting
     discrimination against any employee or applicant for employment
     because of race, creed, color, national origin, ancestry, sex, age,
     disability or marital status.

(b)  Borrower shall continue its program of equal opportunity pursuant to
     which Borrower shall provide all employees of Borrower, and
     applicants for employment with Borrower, with equal employment
     opportunities with respect to, but not limited to, recruitment, job
     assignment, promotion, demotion, transfer, lay-off or termination,
     rates of pay or other compensation, and selection for training or
     re-training, including apprenticeship and on-the-job training.

ARTICLE 6:  NEGATIVE COVENANTS.  So long as the Note shall remain unpaid,
Borrower agrees as follows:

     Section 6.01.  DEBT.  Borrower shall not create, incur, assume or
suffer to exist any Debt, except:

(a)  Debt of Borrower under this Agreement or the Note;

(b)  Debt that would be reasonably likely to prevent the Borrower from
     repaying the Loan or satisfy its obligations under this Agreement or
     the Note.

     Section 6.02.  TRANSACTIONS WITH AFFILIATES.

(a)  Borrower shall not enter into any transaction, including, without
     limitation, the purchase, sale or exchange of property or the
     rendering of any service, with any Affiliate, including without
     limitation, the purchase, sale or exchange of property or the
     rendering of any service with any Affiliate, except in the ordinary
     course of and pursuant to the reasonable requirements of Borrower's
     business and upon fair and reasonable terms no less favorable to
     Borrower than would obtain in a comparable arm's length transaction
     with a Person who is not an Affiliate.

     Section 6.03.  LOCATION OF BUSINESS.  Borrower shall not remove its
business operations away from the State of New York.

     Section 6.04.  COMPENSATION.  Borrower shall not pay any
compensation (whether by way of salary, emoluments, stock options, bonus
or otherwise) to any director, officer, employee or agent in excess of
that which is reasonable and customary for enterprises engaged in a
similar business and similarly situated.

ARTICLE 7:  EVENTS OF DEFAULT.

     Section 7.01.  EVENTS OF DEFAULT.  Any of the following events shall
be an "Event of Default":

(a)  Borrower shall fail to pay the principal of the Note within forty-
     five (45) days after such principal payment is due and payable.

(b)  Any representation or warranty made or deemed made by Borrower in
     any Loan Document or which is contained in any certificate,
     document, opinion, financial or other statement furnished at any
     time under or in connection with any Loan Document shall have been
     incorrect in any material respect on or as of the date made or
     deemed made.

(c)  Borrower shall fail to perform or observe any term, covenant or
     agreement on its part to be performed or observed in any Loan
     Document and such failure shall continue for sixty (60) consecutive
     days after notice.

(d)  Borrower shall fail to perform or observe any material term,
     covenant or condition on its part to be performed or observed under
     any agreement or instrument relating to any such indebtedness, when
     required to be performed or observed, if the effect of such failure
     to perform or observe would (i) have a material adverse effect on
     the financial condition of the Borrower; and (ii) cause the
     acceleration or permit the acceleration of, after the giving of
     notice or passage of time, or both, the maturity of such
     indebtedness unless such failure to perform or observe shall be
     waived by the holder of such indebtedness.

(e)  Borrower (i) shall be unable to, or shall admit in writing its
     inability to, pay its debts as such debts become due; or (ii) shall
     petition or apply to any tribunal for the appointment of a
     custodian, receiver or trustee for it or a substantial part of its
     assets; or (iii) shall commence any proceeding under any bankruptcy,
     reorganization, arrangement, readjustment of debt, dissolution or
     liquidation law or statue of any jurisdiction, whether now or
     hereafter in effect; or (iv) shall have had any such petition or
     application filed or any such proceeding shall have been commenced
     against it in which an adjudication or appointment is made or order
     for relief is entered, or which petition, application or proceeding
     remains undismissed for a period of 90 days or more; or (v) by any
     act or omission shall indicate its consent to, approval of or
     acquiescence in any such petition, application or proceeding or
     order for relief or the appointment of a custodian, receiver or
     trustee for all or any substantial part of its properties; or (vi)
     shall suffer any such custodianship, receivership or trusteeship to
     continue undischarged for a period of 90 days or more.

(f)  One or more judgments, decrees or orders for the payment of money
     which individually or in the aggregate shall result in a material
     adverse change in the financial condition of Borrower or any such
     judgments, decrees or orders shall continue unsatisfied and in
     effect for a period of 90 consecutive days without being vacated,
     discharged, satisfied or stayed or bonded pending appeal.

(g)  If Borrower shall dissolve or for any reason cease to be in
     existence.

     Section 7.02.  REMEDIES.  If any Event of Default shall occur,
Lender may, by notice to Borrower, declare the outstanding principal of
the Note and all other amounts payable under this Agreement and the Note
to be forthwith due and payable, whereupon the Note, all such amounts
shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby
expressly waived by Borrower.

     The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

ARTICLE 8:  MISCELLANEOUS.

     Section 8.01.  AMENDMENTS AND WAIVERS.  No amendment or waiver of
any provision of this Agreement nor consent to any departure by Borrower
therefrom shall in any event be effective unless the same shall be in
writing and signed by an authorized officer of Lender, and then such
waiver or consent shall be effective only in the specific instance and
for the specified purpose for which given.  No failure on the part of
Lender to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof of preclude any other or further exercise
thereof or the exercise of any other right.

     Section 8.02.  USURY.  Anything herein to the contrary
notwithstanding, the obligations of Borrower under this Agreement and the
Note shall be subject to the limitation that payments of interest shall
not be required to the extent that receipt thereof would be contrary to
provisions of law applicable to Lender limiting rates of interest which
may be charged or collected by Lender.

     Section 8.03.  EXPENSES.  Borrower shall reimburse Lender on demand
for all reasonable costs, expenses and charges (including, without
limitation, reasonable fees and charges of external legal counsel for
Lender) incurred by Lender in connection with the preparation,
performance or enforcement of this Agreement or the Note or the making of
the Loan.  The obligations of Lender under this Section shall survive the
repayment of the Loan.

     Section 8.04.  INDEMNIFICATION.  Borrower agrees to indemnify Lender
and its directors, officers, employees and agents from, and hold each of
them harmless against, any and all losses, liabilities, claims, damages
or expenses incurred by any of them arising out of or by reason of any
investigation or litigation or other proceedings (including any
threatened investigation obligation or other proceedings) relating to any
actual use by Borrower of the proceeds of the Loan, including without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings
(but excluding any such losses, liabilities, claims, damages or expenses
incurred by reason of the negligence or misconduct of Lender).  The
obligations of Borrower under this Section shall survive repayment of the
Loan.

     Section 8.05.  ASSIGNMENT.  This Agreement shall be binding upon,
and shall inure to the benefit of, Borrower, Lender and their respective
successors and assigns.  Upon the consent of the Borrower and such
consent shall not be unreasonably withheld, Lender may assign all or any
part of the Loan to a bank or other entity, in which event upon notice
thereof by Lender to Borrower, the assignee shall have, to the extent of
such assignment (unless otherwise provided therein), the same rights and
benefits as it would have if it were Lender hereunder.  Lender may
furnish any information concerning Borrower in the possession of Lender
from time to time to assignees and prospective assignees.

     Section 8.06.  NOTICES.  Unless the party to be notified otherwise
notifies the other party in writing as provided in this Section and
except as otherwise provided in this Agreement, notices shall be given to
Lender and to Borrower by hand, by facsimile confirmed in writing or by
certified mail, return receipt requested, addressed to such party at its
address set forth below.  Notices shall be effective:

   (a)if given by certified mail, 72 hours after deposit in the mails
     with first class postage prepaid, addressed and aforesaid;
   
   (b)if sent by facsimile upon receipt; and
   
   (c)if given by hand, upon receipt:
<PAGE>

     Address for notices to Lender

	  New York State Urban Development Corporation
	  1515 Broadway
	  New York, New York 10036
	  Attention:  Lee Webb, Executive Vice President
	  Facsimile No:

     Address for notices to Borrower

	  Artistic Greetings Incorporated
	  One Komer Center, P.O. Box 1999
	  Elmira, New York  14902-1999
	  Attention:  Thomas C. Wyckoff, General Counsel
	  Facsimile No:(607) 733-5782

     Section 8.07.  JURISDICTION; IMMUNITIES.

   (a)Borrower hereby irrevocably submits to the jurisdiction of any New
     York State or United States Federal court sitting in New York State
     or, at Lender's sole discretion, over any action or proceeding
     arising out of or relating to this Agreement or the Note, and
     Borrower hereby irrevocably agrees that all claims in respect of
     such action or proceeding may be heard and determined in such New
     York State or Federal Court.  Borrower irrevocably consents to the
     service of any and all process in any such action or proceeding by
     the mailing of copies of such process to Borrower at its address set
     forth above.  Borrower agrees that a final judgment in any such
     action or proceeding shall be conclusive and may be enforced in
     other jurisdictions by suit on the judgment or in any other manner
     provided by law.
   
   (b)Nothing in this Section shall affect the right of either party
     hereto to serve legal process in any other manner permitted by law
     or affect the right of Lender to bring any action or proceeding
     against Borrower or its property in the courts of any other
     jurisdictions.
   
   (c)To the extent that Borrower has or hereafter may acquire any
     immunity from jurisdiction of any court or from any legal process
     (whether through service or notice, attachment prior to judgment,
     attachment in aid of execution, execution or otherwise) with respect
     to itself or its property, Borrower hereby irrevocably waives such
     immunity in respect of its obligations under this Agreement and the
     Note.

     Section 8.08.  CAPTIONS.  The captions and headings hereunder are
for convenience only and shall not affect the interpretation or
construction of this Agreement.

     Section 8.09.  SEVERABILITY.  The provisions of this Agreement are
intended to be severable.  If for any reason any provision of this
Agreement shall be held invalid or unenforceable in whole or in part in
any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
in any manner affecting the validity or enforceability thereof in any
other jurisdiction or the remaining provisions hereof in any
jurisdiction.

     Section 8.10.  COUNTERPARTS.  This agreement may be executed in any
number of counterparts, all of which taken together shall constitute one
and the same instrument and any party hereto may execute this Agreement
by signing any such counterpart.

     Section 8.11.  GOVERNING LAW.  This Agreement shall be governed by,
and interpreted and construed in accordance with, the laws of the State
of New York.

     IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed as of the day and year first above written.

			       ARTISTIC GREETINGS INCORPORATED


			    By:/s/ Thomas C. Wyckoff
			       Name:  Thomas C. Wyckoff
			       Title:General Counsel



			       NEW YORK STATE URBAN
			       DEVELOPMENT CORPORATION


			    By: /s/ Carolyn C. Bachan
			       Title:Executive Vice President
<PAGE>


STATE OF NEW YORK    )
		     ) SS:
COUNTY OF CHEMUNG    )

     On the 23rd day of October, 1995, before me personally came Thomas
C. Wyckoff, to me known, who, being by me duly sworn, did depose and say
that he resides at 909 Hoffman Street, Elmira, New York; that he is the
General Counsel of Artistic Greetings Incorporated, the corporation
described in and which executed the foregoing instrument; and that he
signed his name thereto.



				     ____________________________
					Notary Public
<PAGE>


STATE OF NEW YORK    )
		     ) SS:
COUNTY OF NEW YORK   )

     On the [        ] day of October, 1995, before me personally came
__________, to me known, who, being by me duly sworn, did depose and say
that he resides at 9 East 45th Street, New York, New York; that he is the
Executive Vice President of the New York State Urban Development
Corporation, the corporation described in and which executed the
foregoing instrument; and that he signed his name thereto by order of the
directors of said corporation.



				     ____________________________
					Notary Public
<PAGE>
								Exhibit A
				  NOTE

			  (Single Disbursement)


October 23, 1995
New York, New York                                     $400,000.00


     FOR VALUE RECEIVED, Artistic Greetings Incorporated, a corporation
organized under the laws of the State of Delaware, having its principal
office and place of business at One Komer Center, P.O. Box 1999, Elmira,
New York 14902-1999 ("Borrower") hereby unconditionally promises to pay
to the order of New York State Urban Development Corporation with offices
at 1515 Broadway, New York, New York 10036-8960, ("Lender"), the
principal sum of Four Hundred Thousand Dollars ($400,000) (the "Principal
Amount") pursuant to that certain Loan Agreement of even date herewith
between Borrower and Lender (the "Loan Agreement").

     The terms, covenants and conditions of the Loan Agreement are by
this reference incorporated herein.  Defined terms utilized and not
otherwise defined herein shall have the meaning assigned to such term in
the Loan Agreement.  The Loan Agreement provides for the acceleration of
the amounts payable under this Note upon the occurrence and/or
continuance of Events of Default.

     1. PAYMENTS.  The Loan shall be payable in accordance with the
amortization schedule attached hereto as Schedule I.

     All payments of principal shall be made in lawful funds of the
United States of America and sent to the New York State Urban Development
Corporation, 1515 Broadway, New York New York 10036-8960, to the
attention of the Controller, or to such other address as the holder
hereof may designate in writing to Borrower from time to time.  Payments
shall be deemed made when received by the holder hereof in accordance
with the foregoing.

     Borrower hereby waives presentment, notice of dishonor, protest and
any other notice or formality with respect to this Note.

     2. LATE CHARGE; RETURNED CHECKS.  In the event that any payment
required hereby shall become overdue for a period in excess of thirty
(30) days, a late charge of five cents ($.05) for each dollar so overdue
shall become immediately due and payable.  Borrower shall pay Lender a
returned check charge of the greater of twenty-five dollars ($25.00) or
costs incurred by Lender for each check tendered by Borrower as payment
of any payment under the Loan Documents which is returned unpaid for any
reason by Lender's depository bank.

     3. PREPAYMENTS.  Borrower shall have the right from time to time to
prepay the unpaid principal balance due hereunder, in whole or in part,
without premium or penalty; PROVIDED, HOWEVER, that any such prepayment
shall be applied first to accrued and unpaid interest, other amounts
payable under the Loan Documents and then to principal installments.

     4. DEFAULT RATE.  If any amount of principal, interest or any other
amount payable under the Loan Documents shall not be paid when due (at
stated maturity, by acceleration or otherwise), interest shall accrue on
such amount from and including such due date to but excluding the date
paid in full at the Default Rate.  Interest accruing at the Default Rate
shall be due and payable from time to time on demand of Lender.

     5. MISCELLANEOUS.  This Note may not be modified, amended, waived or
otherwise altered in whole or in part except by a further writing signed
by the party to be charged.  This Note shall be binding upon the Borrower
and its successors and assigns and shall inure to the benefit of Lender
and its successors, assigns and transferees.

     IN WITNESS WHEREOF, Borrower has caused this Note to be executed by
its duly authorized officer as of the date and year set forth above.


			       ARTISTIC GREETINGS INCORPORATED


			    By: /s/ Thomas C. Wyckoff
			       Name: Thomas C. Wyckoff
			       Title:General Counsel

<PAGE>


STATE OF NEW YORK    )
		     ) SS:
COUNTY OF CHEMUNG    )

     On the 23rd day of October, 1995, before me personally came Thomas
C. Wyckoff, to me known, who, being by me duly sworn, did depose and say
that he resides at 909 Hoffman Street, Elmira, New York; that he is the
General Counsel of Artistic Greetings Incorporated, the corporation
described in and which executed the foregoing instrument; and that he
signed his name thereto.



				     ____________________________
					Notary Public
<PAGE>
								Exhibit B
			 EMPLOYEE REPORTING FORM
		       ANNUAL REPORT OF EMPLOYMENT

			  As of January 1, 1995

						  Date:[          ], 1996


To:     New York State Urban Development Corporation
	Attention:  Director, Project Administration
	1515 Broadway
	New York, New York 10036

From:   Artistic Greetings Incorporated
	Attention:  John Hyland, Training and Community Relations
Coordinator
	One Komer Center, P.O. Box 1999
	Elmira, New York  14902-1999

RE:     UDC Project Name:  [           ]

Please fill in the following information as of January 1, 1995

			   FULL-TIME EMPLOYEES


							Total
		       MALE            FEMALE         EMPLOYED

White

Black

Hispanic

Asian

American Indian

NOTE:A full-time employee works 35-40 hours per week.  Use a fraction for
part-time employees (i.e., .5 = one employee working 17 1/2-20 hours per
week).
<PAGE>
As a condition of funding, your company has agreed for new employment
opportunities, individuals on Public Assistance and those eligible to
participate in federal Job Training Partnership Act Programs:

		       Please check all that apply

________ I have contacted the NYS Department of Labor Job Service and
	 interviewed recipients.

________ I need from UDC additional assistance in contacting NYS
	 Department of Labor Job Service.

________ I have hired employees through the DOL Job Service and I have
	 found my experience with DOL Job Service to be:

	 Excellent      Good          Acceptable      Unacceptable

	 Do you have any additional needs in identifying or training
	 disadvantaged workers that UDC or NYS Department of Labor could
	 be helpful with?

	 ____________________________________________________________
	 ____________________________________________________________

The information included herein is correct to the best of my knowledge
	 and belief.

Signature:________________________________  Date:___________________

Print Name and Title:________________________________

Any false statement herein may cause the borrower to be in default under
its loan agreement with UDC.
<PAGE>

			REQUEST FOR DISBURSEMENT

     Artistic Greetings Incorporated ("Borrower") hereby requests,
pursuant to that certain Loan Agreement, dated as of October 23, 1995
("Loan Agreement") by and between Borrower and the New York State Urban
Development Corporation ("Lender"), disbursement by Lender of Four
Hundred Thousand dollars ($400,000) of the Loan to be made to Borrower
pursuant to the Loan Agreement.

     1. Attached to this Disbursement Request are documents evidencing
the amount and purpose of the disbursement
      condition of the Loan Agreement;
   
    2. All warranties and representations of Borrower set forth in the
      Loan Agreement are true and correct as of the date hereof; and
    
    3. Each invoice, bill of sale, receipt, check or other document or
      instrument submitted in support of this Disbursement Request is
      complete and genuine and accurately reflects the transaction to
      which it relates.



			       ARTISTIC GREETINGS INCORPORATED


			    By:_____________________________
			       Name:  Thomas C. Wyckoff
			       Title:General Counsel
<PAGE>

(






			  INTEREST RATE SUBSIDY

			     GRANT AGREEMENT

			       RELATING TO

		     ARTISTIC GREETINGS INCORPORATED

			       LAKE STREET

			   INDUSTRIAL PROJECT

			  (Project No. [     ])

	(
<PAGE>



     GRANT AGREEMENT between the NEW YORK STATE URBAN DEVELOPMENT
CORPORATION ("UDC"), a corporate governmental agency of the State of New
York constituting a political subdivision and public benefit corporation,
having an office at 1515 Broadway, New York, New York 10036-8960, and
ARTISTIC GREETINGS INCORPORATED ("Grantee"), a Delaware corporation with
a principal office located at One Komer Center, P.O. Box 1999, Elmira,
New York 14902-1999.

1.  PRELIMINARY STATEMENT

    (a) The Legislature of the State of New York has appropriated certain
funds for the Strategic Resurgence Industrial Effectiveness, Expansion,
Retention and Attraction Program ("SRP").

    (b) Grantee has undertaken a certain project in connection with
Grantee's purchase of land and construction of a building in the City of
Elmira, New York (as more fully described in Section 3 below, the
"Project") and seeks reimbursement of interest paid in connection with
funds borrowed for the Project and, in connection therewith, has applied
to UDC for financial assistance.

    (c) On September    , 1995 the Board of Directors of UDC adopted a
resolution to award a grant (the "Grant") to the Grantee of up to Five
Hundred Thousand Dollars ($500,000) in SRP funds.

    (d) The Grant will effectively reimburse the Grantee for interest
paid in connection with funds borrowed for the Project.

    (e) The Grantee and UDC (collectively, the "Parties") desire to set
forth the terms and conditions of the administration and disbursement of
the Grant.

2.  DEFINITIONS.  For the purposes of this Agreement the following terms
shall have the following meanings:

	  "Application" means the application of Grantee to UDC for SRP
    assistance a such Application may have been amended or supplemented.

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

	  "Effective Date" shall mean the date when all of the conditions
    set forth in
<PAGE>
    Section 5 hereof are satisfied.

	  "Event of Default" means any event upon the occurrence of which
    the Lender may declare the outstanding principal amount of the Loan,
    all interest thereon and other amounts payable in connection
    therewith to be forthwith due and payable, or both.

	  "Premises" shall have the meaning assigned to such term in
    Section 3 hereof.

	  "Prohibited Expenditures" means expenditures of Grant funds for
    any of the following purposes:

	(a)  POLITICAL ACTIVITIES.  Political activities of any kind
	including, but not limited to, promoting the election or defeat
	of any candidate for public, political or party office, or
	furthering the passage, defeat, or repeal of any legislation.

	(b)  RELIGIOUS ACTIVITIES.  Religious worship, instruction or
	proselytizing.

	(c)  PAYMENTS TO RELATED PARTIES.  Payments to any Related
	Parties.

	"Project" shall have the meaning assigned to such term in Section
3 hereof.

	  "Related Parties" means (a) any person who (i) directly or
    indirectly controls the Grantee, or (ii) is related by blood or
    marriage to any person who directly or indirectly controls the
    Grantee, and (b) any partnership, corporation, trust or other entity
    which directly or indirectly controls, or is controlled by, or is
    under common control with the Grantee.

    3.  THE PROJECT.  The Project consists of the purchase of land and
the refurbishment on said land of a building located on Lake Street in
the City of Elmira, New York (the "Premises") and the permanent financing
thereof.

    4.  DISBURSEMENT OF THE GRANT.  Subject to the terms, covenants and
conditions of this Grant Agreement, UDC shall disburse the Grant to the
Grantee in a single installment as follows:

    (a) The Grant shall be disbursed after receipt by UDC of a statement
signed by the General Counsel of Grantee requesting that UDC pay the
proceeds of such Grant to Grantee, at its principal office located at One
Komer Center, P.O. Box 1999, Elmira, New York 14902-1999.

    (b) The disbursal of the Grant shall be made on October 24, 1995.

    5.  CONDITIONS PRECEDENT AND EFFECTIVE DATE.  This Agreement shall
become effective when all of the following conditions precedent have been
satisfied.

    (a) EXECUTED AGREEMENT.  UDC has received a copy of this Agreement
executed by an authorized representative of the Grantee.

    (b) OPINION OF COUNSEL.  UDC has received an opinion from General
Counsel to the Grantee in substantially the form appended to this
Agreement as Exhibit A.

    (c) CERTIFICATE OF APPROVAL OF AVAILABILITY OF FUNDS.  A certificate
of approval of availability of funds has been issued by the Director of
the Budget of the Sate of New York, and the Grant funds have been
received by UDC.

    (d) CURRENT FINANCIAL STATEMENTS.  Grantee shall deliver to UDC
current financial statements for the Grantee, no older than six months
prior to date hereof.

    6.  WARRANTIES AND REPRESENTATIONS.  The Grantee warrants and
represents to UDC as follows:

    (a) FORMATION AND GOOD STANDING.  It is duly formed and validly
existing as a corporation under the laws of the jurisdiction of Delaware;
and it has the corporate power and authority to own its assets and to
transact the business in which it is now engaged.

    (b) ENFORCEABLE AGREEMENT.  The execution, delivery and performance
of this Agreement has been authorized by all necessary corporate action
on its part and constitutes a valid and binding obligation enforceable
against it in accordance with its terms.

    (c) APPLICATION.  All information contained in the Application or
submitted to UDC in connection therewith is complete and correct and does
not contain any material misstatement or omission of fact which may have
been taken into consideration by UDC in its determination to make the
Grant.

    (d) NO UNDUE INFLUENCE.  Neither the Grantee nor any of its partners,
officers, employees or agents have given anything of value to any
director, officer, employee or agent of UDC to procure the Grant or to
influence the judgment of any such person in the exercise of its official
duties in connection with the making of the Grant or the matters
contemplated by this Agreement.

    (e) NECESSARY AUTHORIZATIONS.  All authorizations, consents,
approvals and licenses of all pertinent governmental authorities
necessary under applicable law or regulation for it to implement the
Project have been obtained and are in full force and effect.

    (f) LOAN DOCUMENTS.  The Loan Documents are in full force and effect
and remain unamended.

    (g) NO DEFAULTS OR EVENTS OF DEFAULT.  No Default or Event of Default
has occurred with respect to any Loan Document.
<PAGE>

    7.  CERTAIN COVENANTS OF THE GRANTEE.  The Grantee hereby agrees as
follows:

    (a) TASKS AND INTERIM REPORTS.  The Grantee will perform such tasks
and submit such interim reports regarding the Project as UDC shall
reasonably require from time to time.

    (b) REPORTS.  In addition to any other reports UDC may request, at
the conclusion of the Project, the Grantee will submit to UDC a final
report ("Final Report").  The Final Report shall describe the objectives
of the Project and describe the problems encountered and the results
accomplished by the Grantee in the implementation of the Project.  In
addition, the Final Report shall include an accounting of costs and
expenditures incurred in connection with the Project and identify cash
and in-kind contributions made by the Grantee and all other funding
sources in support of the Project.

    (c) PROHIBITED EXPENDITURES.  The Grantee shall not use Grant funds
for any Prohibited Expenditures.

    (d) OTHER FUNDING SOURCES.  Other than financing provide for the
acquisition of the land and construction of the Project, the Grantee
shall inform UDC in writing about any financial assistance promised or
awarded to the Grantee by any source for the purposes of the Project
within sixty (60) days after having any knowledge thereof.  The Grantee
shall provide UDC with a copy of the proposal and budget, if any, upon
which such financial assistance was made.  The Grant funds cannot be
applied to any expenses paid or payable from any other funding source.

    (e) COST OVERRUNS.  The Grantee is solely responsible for funding all
Project costs in excess of the Grant amount.

    (f) BOOKS AND RECORDS.  The Grantee will maintain true and complete
records and books of account concerning the Project and retain such
records and books of account for a period of at least three (3) years
after the expiration of this Agreement.

    (h) AUDITS.  At any reasonable time and from time to time, the
Grantee shall permit UDC and its agents upon reasonable notice to conduct
a partial or complete audit of the records and books of account
maintained by the Grantee with respect to the Project including, without
limitation, any bank or other records relating to the Grant funds, and to
make copies of such records and books of account.  This provision shall
survive disbursement of the Grant funds and shall remain in effect for
three (3) years after the expiration of this Agreement.

    (i) INSPECTIONS.  At any reasonable time and from time to time, the
Grantee shall permit UDC and its agent to visit the properties of the
Grantee and to conduct an inspection thereof to determine whether the
Grantee is in compliance with this Agreement.

    (j) INDEMNIFICATION.  The Grantee shall indemnify and hold harmless
UDC, the State of New York and their respective agents, officers,
employees and directors (herein collectively called the "Indemnitees")
from and against any and all damages, costs, claims, liabilities and
expenses (including, but not limited to, reasonable attorneys' fees and
disbursements), resulting from, arising out of, or occurring in
connection with, the implementation of the Project by the Grantee and the
performance by the Grantee of its obligations hereunder, except any such
costs, claims, liabilities or expenses which result from the negligence
or misconduct of UDC.  The provisions of this Section shall survive the
disbursement of the Grant funds and the termination of this Agreement.

    (k) AMENDMENT OF LOAN DOCUMENTS.  The Grantee shall not, without the
prior written consent of UDC, amend, or consent to an amendment of, the
terms, covenants and conditions of the Loan Documents which would
conflict with the terms hereof.

    (l) NOTICE OF DEFAULT.  The Grantee shall notify UDC of the
occurrence of a Default or an Event of Default, promptly, after having
knowledge thereof.

    (m) ANNUAL FINANCIAL STATEMENTS.  As soon as available, and in any
event within one hundred twenty (120) days after the end of each fiscal
year of Grantee, Grantee shall deliver or cause to be delivered financial
statements of the Grantee, reasonably detailed and stating in comparative
form the respective figures for the corresponding date and period in the
prior fiscal year and prepare din accordance with generally accepted
accounting principles in the United States of America (in effect as of
the date hereof) and reviewed by a certified public accountant and
certified by an authorized representative of the Grantee.

    8.  RELATIONSHIP.  The Grantee shall be an independent contractor at
all times during the term of this Agreement and, neither the Grantee nor
any of its employees, agents or representatives hall be deemed to be an
employee, agent, or representative of either UDC or the State of New York
for any purpose, or be eligible to participate in any benefits or
privileges given or extended by either UDC or the State of New York to
its employees.  Nothing in this Agreement shall constitute the Grantee as
UDC's agent for any purpose and the Grantee shall have no power to act
for or bind either UDC or the State of New York.  Nothing in this
Agreement shall be construed as creating a partnership or joint venture
between the parties.

    9.  CANCELLATION OF GRANT.  Upon the occurrence of any of the
following events, UDC may, in its sole discretion, cancel the Grant.

    (a) EVENTS OF DEFAULT.  If an Event of Default shall occur under any
Loan Document.

    (b) AMENDMENTS OF LOAN DOCUMENT.  If any of the terms of payment of
the loan shall be amended so as to conflict with the terms hereof without
the prior written consent of UDC.

    (c) FAILURE TO PERFORM BY GRANTEE.  If the Grantee fails to perform
any of its obligations hereunder within ninety (90) days after notice by
UDC to Grantee of such failure.

    (d) FAILURE TO COMPLETE PROJECT.  If Grantee abandons the Project or
fails to undertake the Project to completion.

    (e) FALSE REPRESENTATIONS AND WARRANTIES.  If any representation or
warranty made by the Grantee in this Agreement or in the Application
shall prove to have been incorrect or untrue in any material respect as
of the date when made or deemed made.

    (f) UNDUE DELAYS.  If the Grantee fails to satisfy the conditions
precedent to the effectiveness of this Agreement set forth in Section 6,
above, within a reasonable time, or fails to complete the Project within
2 years after the disbursement of Grant funds.

    (g) REIMBURSEMENT OF IMPROPER DISBURSAL.  If UDC determines that any
Grant funds have been disbursed in violation of the terms of this
Agreement, or based upon a false representation or warranty (hereinafter
an "Improper Disbursal"), UDC may require, in its sole discretion, that
the party responsible for such Improper Disbursal reimburse UDC in an
amount equal to the Grant funds improperly disbursed.  In such event, the
Grantee or the Bank, as the case may be, shall reimburse UDC for all
Improper Disbursal of Grant funds for which it may be responsible upon
demand therefor by UDC.

    (h) CUMULATIVE REMEDIES.  The remedies provided to UDC herein are
cumulative and not exclusive of any other remedies available to UDC at
law, equity or otherwise.

    10. MISCELLANEOUS.

    (a) NOTICES.  Each notice, demand, request or other communication
required or otherwise permitted hereunder shall be in writing and shall
be effective upon receipt if personally delivered or sent by any
overnight service or 3 days after dispatch by certified mail, return
receipt requested, to the addresses set forth below:

      (i)to the Grantee:
      (
      (Artistic Greetings Incorporated
      (One Komer Center, P.O. Box 1999
      (Elmira, New York 14902-1999
      (Attention:  Thomas C. Wyckoff, General Counsel
      (
      (ii)to UDC:
      (
      (New York State Urban Development Corporation
      (Broadway
      (New York, New York 10036-8960
      (Attention:  Lee Webb, Executive Vice President

    All other communications, including any reports required by of this
Agreement, to UDC at the address in the preceding paragraph, to the
Attention of the Director of Project Administration, or to such other
address as UDC may designate in writing.

    (b) AMENDMENTS AND WAIVERS.  No amendment or waiver of any provision
of this Agreement nor consent to any departure by either Grantee or any
Lender therefrom shall in any event be effective unless the same shall be
in writing and signed by an authorized representative of UDC, and then
such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.  No failure on the part of
UDC to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof or preclude any other or further exercise
thereof or the exercise of any other right.

    (c) CAPTIONS.  The captions and headings hereunder are for
convenience only and shall not affect the interpretation or construction
of this Agreement.

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

    (e) COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the same
instrument, and any party hereto may execute this Agreement by executing
any such counterpart.

    (f) GOVERNING LAW.  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York.

			       NEW YORK STATE URBAN
			       DEVELOPMENT CORPORATION


			    By:_____________________________
			       Name:  Lee Webb
			       Title: Executive Vice President


			       ARTISTIC GREETINGS INCORPORATED


			    By:____________________________
			       Name:  Thomas C. Wyckoff
			       Title: General Counsel
<PAGE>

_________________________________________________________________________


			      DIRECT

			     MORTGAGE

		   Dated as of November 6, 1995

			 In the Amount of

			     $400,000.

				By

		     ARTISTIC GREETINGS, INC.
			 One Komer Center
		      Elmira, New York 14902

				to


	   NEW YORK STATE URBAN DEVELOPMENT CORPORATION
	       D/B/A EMPIRE STATE DEVELOPMENT CORP.
			having an office at
	    633 Third Avenue, New York, New York 10017

		       Location of Premises

Street Address: 1580 Lake Street
City          : Elmira
County        : Chemung
State         : New York
Section       : 79.15
Block         : 2
Lot           : 1.2

			 TABLE OF CONTENTS


ARTICLE 1      CERTAIN REPRESENTATIONS AND WARRANTIES.

     Section 1.01   Legally Enforceable Agreements
     Section 1.02   Warranty of Title
     Section 1.03   Ownership and Liens
     Section 1.04   Creation of Lien
     Section 1.05   Taxes
     Section 1.06   Use of the Collateral
     Section 1.07   No Authorization Required

ARTICLE 2      CERTAIN COVENANTS.

     Section 2.01   Insurance
     Section 2.02   Taxes and Other Charges
     Section 2.03   Maintenance of the Premises
     Section 2.04   Use of Premises
     Section 2.05   Estoppel Certificate
     Section 2.06   Subordination of Leases
     Section 2.07   Restrictions Against Sale,
		     Conveyance, Etc.
     Section 2.08   Lien Law
     Section 2.09   Further Agreements

ARTICLE 3      EMINENT DOMAIN

     Section 3.01   Assignment of Condemnation Proceeds
     Section 3.02   Application of Condemnation Proceeds

ARTICLE 4      HAZARDOUS SUBSTANCES

     Section 4.01   Representation and Warranties
     Section 4.02   Covenants
     Section 4.03   Environmental Audits


ARTICLE 5      EVENTS OF DEFAULT

     Section 5.01   Remedies Upon Default
     Section 5.02   Cumulative Remedies
     Section 5.03   Receiver
     Section 5.04   Single Parcel
     Section 5.05   Multiple Actions
     Section 5.06   Waiver of Exemptions, Marshalling,
		     Etc.



ARTICLE 6      REAL COVENANTS

ARTICLE 7      MISCELLANEOUS

     Section 7.01   Waiver and Amendment
     Section 7.02   Expenses
     Section 7.03   Joint and Several Obligations
     Section 7.04   Notices
     Section 7.05   Captions
     Section 7.06   Severability
     Section 7.07   Governing Law
     Section 7.08   Trial by Jury; Counterclaims
     Section 7.09   Immunities
     Section 7.10   Successors and Assigns, Transfer
		     of Rights

SCHEDULE A     DESCRIPTION OF THE PREMISES


     MORTGAGE,  made  as  of  the  6th  day  of November, 1995, by Artistic

Greetings, Inc., a corporation duly organized  and  existing under the laws

of Delaware, having its principal office and place of business at One Komer

Center,  Elmira,  New  York,  14902  to  New  York State Urban  Development

Corporation d/b/a Empire State Development Corp.,  633  Third  Avenue,  New

York, New York 10017.



     PRELIMINARY STATEMENT.

     1.   The Mortgagee has entered into a Loan Agreement dated October 24,

1995 (the Loan Agreement, as it may hereafter be amended from time to time,

being  the "Loan Agreement") with the Mortgagor providing for the making of

a  loan in  the  principal  amount  of  $400,000  (the  "Loan")  (the  Loan

Agreement, and each and every document executed and delivered in connection

with  the  Loan shall hereinafter be referred to collectively, as the "Loan

Documents").

     2.   It  is  a  condition  precedent  to the making of the Loan by the

Mortgagee that the Mortgagor execute and deliver  this Mortgage as security

for its obligations to the Mortgagee arising out of  or  in connection with

the  Loan Documents (such obligations as the same may be amended,  modified

or extended  are  hereinafter  referred  to as the "Obligations").  Defined

terms  utilized and not otherwise defined herein  shall  have  the  meaning

assigned to such terms in the Loan Agreement.





     WITNESSETH,  that  to  secure  the  payment  of the Obligations to the

Mortgagee, the Mortgagor hereby mortgages to the Mortgagee  and  grants  to

the Mortgagee a security interest in:

     ALL that certain plot, piece or parcel of land, with the buildings and

improvements  thereon  erected or to be erected situate, lying and being in

the County of Chemung, State  of  New  York,  more particularly bounded and

described in Schedule A (the "Premises") hereto  annexed  and all materials

intended  for construction, reconstruction, alteration and repair  of  such

buildings and  improvements now or hereafter delivered to the Premises, all

of which materials  shall  be  deemed  to be included in and as part of the

Premises upon the delivery thereof to the Premises;

     TOGETHER with all right, title and  interest, if any, of the Mortgagor

of, in and to the land lying in the streets,  roads  or  avenues,  open  or

proposed,  in  front  of  or  adjoining  the Premises and of, in and to any

strips  or  gores  of land adjoining the Premises  and  all  easements  and

appurtenances thereto;

     TOGETHER, ALSO,  with  (a) all unearned premiums, accrued, accruing or

to accrue under any insurance  policies  now  or  hereafter obtained by the

Mortgagor and the Mortgagor's interest in and to all  proceeds which now or

hereafter may be paid in connection with the conversion  of the Premises or

any  portion  thereof  into  cash or liquidated claims, together  with  the

interest payable thereon and the  right  to  collect  and receive the same,

including,  but without limiting the generality of the foregoing,  proceeds

of casualty

insurance, title  insurance  and  any  other  insurance  now  or  hereafter

maintained  with  respect to the Premises or in connection with the use  or

operation thereof and  (b)  all awards, payments and/or other compensation,

together with the interest payable  thereon  and  the  right to collect and

receive  the same which now or hereafter may be made with  respect  to  the

Premises as  a  result  of  (i) a taking by eminent domain, condemnation or

other governmental action or  purchase  in  lieu thereof including, without

limitation,  the  change of grade of any street,  road  or  avenue  or  the

widening  of any streets,  roads  or  avenues  adjoining  or  abutting  the

Premises (hereinafter,  "Condemnation  Proceeds"), or (ii) any other injury

to, or decrease in value of, the Premises or any portion thereof, in any of

the foregoing circumstances described in  clause  (a)  or (b) above, to the

extent of the entire amount of the Obligations outstanding  as  of the date

of  receipt  by  the  Mortgagee  of  any such insurance proceeds or awards,

notwithstanding that the entire amount  of  the Obligations may not then be

due  and  payable,  and also to the extent of reasonable  attorneys'  fees,

costs and disbursements  incurred  by  the Mortgagee in connection with the

collection of any such insurance proceeds  or  awards;  and  the  Mortgagor

hereby assigns to the Mortgagee, and the Mortgagee is hereby authorized  to

collect  and  receive, all insurance proceeds and awards and to give proper

receipts and acquittances  therefor  and  to  apply  the  same  toward  the

outstanding  amount  of  the  Obligations  notwithstanding  that the entire

amount of the Obligations may not then be due and payable, and  also to the

extent of reasonable attorneys' fees, costs and

disbursements  incurred  by the Mortgagee in connection with the collection

of any such insurance proceeds  or  awards; and the Mortgagor hereby agrees

to make, execute and deliver, from time  to time, upon demand, such further

documents, instruments, or assurances as may  be requested by the Mortgagee

to confirm the assignment of the insurance proceeds  and  the awards to the

Mortgagee,  free  and  clear  of  any interest of the Mortgagor  whatsoever

therein and free and clear of any other  liens,  claims  or encumbrances of

any kind or nature whatsoever;

     TO  HAVE  AND  TO  HOLD  the Premises and other property,  privileges,

rights, interests and franchises  hereby  granted or mortgaged, or intended

so to be, unto the Mortgagee, their successors and assigns forever;

     AND the Mortgagor represents, covenants, and agrees with the Mortgagee

as follows:



ARTICLE 1.     CERTAIN REPRESENTATIONS AND WARRANTIES

     For so long as any of the Obligations  shall  remain  outstanding, the

Mortgagor hereby represents and warrants to the Mortgagee, as follows:

     SECTION 1.01.  LEGALLY ENFORCEABLE AGREEMENTS.  This Mortgage  is,  or

when  delivered  will  be  a  legal,  valid  and  binding obligation of the

Mortgagor enforceable against the Mortgagor in accordance  with  its terms,

except  to  the  extent that such enforcement may be limited by bankruptcy,

insolvency and other similar laws affecting creditor's rights generally.

     SECTION 1.02.  WARRANTY   OF   TITLE.   The  Mortgagor  has  good  and

marketable title to the Premises and  the  Building Equipment.SECTION 1.03.

OWNERSHIP AND LIENS.  The Mortgagor owns the Premises free and clear of all

known  security  interests  encumbrances and Liens,  except  for  the  Lien

created by this Mortgage.

     SECTION 1.04.  CREATION OF LIEN.  This Mortgage creates a  valid first

priority Lien on the Premises  securing  the payment of the Obligations and

all actions necessary or desirable to protect  such  Lien  have  been  duly

taken.

     SECTION 1.05.  TAXES.  The Mortgagor has filed all tax (federal, state

and local) returns required to be filed and has paid all taxes, assessments

and  governmental  charges and levies thereon to be due, including interest

and penalties except  those  taxes  being  contested  in  good  faith.  The

Mortgagor  has  no  knowledge of any claims for taxes due and unpaid  which

might become a Lien upon the Premises or the Building Equipment.

     SECTION 1.06.  USE  OF  THE COLLATERAL.  The Premises will not be used

for personal, family, household or farming use.

     SECTION 1.07.  NO AUTHORIZATION  REQUIRED.  No authorization, approval

or  other  action by, and no notice to or  filing  with,  any  governmental

authority or  regulatory  body  is required either for (a) the grant by the

Mortgagor  of  the  Lien  granted hereby  or  the  execution,  delivery  or

performance of this Mortgage  by  the  Mortgagor or (b) the exercise by the

Mortgagee of its rights and remedies hereunder.



ARTICLE 2.     CERTAIN COVENANTS.

     For so long as any of the Obligations  shall  remain  outstanding, the

Mortgagor agrees as follows:

     SECTION 2.01.  INSURANCE.

     (a)  The  Mortgagor  shall keep the buildings on the Premises  insured

against: (i) loss of fire, (ii) additional perils customarily covered under

an all-risk policy and (iii)  flood  hazard, if the Premises are located in

an area identified by the Secretary of  Housing and Urban Development as an

area having special flood hazards and in  which  flood  insurance  has been

made  available under the National Flood Insurance Act of 1968, as amended.

The insurance  required in this paragraph (a) shall provide coverage for an

amount not less  than  the  full  replacement value of the buildings on the

Premises  or such other amount as the  Mortgagee  may  reasonably  require,

provided that  (i)  the  amount of insurance coverage shall be in an amount

sufficient to satisfy, at  all  times,  any  co-insurance requirements, and

(ii) the amount of any flood hazard insurance  shall not exceed the maximum

amount of coverage available under the National Flood Insurance Act.

     (b)  The premises are presently insured by Royal Insurance and if this

policy is replaced it shall be by a policy issued  by  a comparable company

pursuant  to  a  policy  satisfactory  to Mortgagee in form and  substance.

Without limiting the generality of the foregoing, the policies of insurance

required hereby shall provide for ten (10)  days'  prior  written notice of

cancellation and shall be payable to the Mortgagee pursuant  to  a New York

standard mortgagee endorsement.

     (c)  The  Mortgagor  shall give prompt written notice to the Mortgagee

in the event of damage to the Premises by reason of fire or other hazard or

casualty.

     (d)  Notwithstanding the provisions of Subdivision 4 of Section 254 of

the Real Property Law, the  Mortgagee shall be entitled to retain and apply

the  proceeds of any insurance  required  hereby  to  the  payment  of  the

Obligations  or,  in the sole discretion of the Mortgagee, apply any or all

such proceeds to the cost of restoration of the Premises, in which case the

Mortgagor shall proceed  with  reasonable  diligence  to repair, replace or

rebuild the Premises to substantially their condition prior  to such damage

in full compliance with all legal requirements.

     (e)  The  Mortgagor  shall  provide the Mortgagee with copies  of  all

policies of insurance (or certificates  thereof) for the required insurance

coverages  in  form  and  substance  satisfactory  to  the  Mortgagee.   In

addition, the Mortgagor shall provide  the Mortgagee with copies of renewal

policies  (or  certificates  thereof) or temporary  binders  in  the  event

renewal policies have not been  issued,  in a timely manner.  The Mortgagor

must,  in any event, provide Mortgagee with  satisfactory  confirmation  of

renewal coverage by the renewal date.

     (f)  In  the  event that the Mortgagor fails to maintain the insurance

required hereby, the  Mortgagee  may  obtain  such  insurance  and  pay the

premiums  therefor  and  the  Mortgagor  shall,  on  demand,  reimburse the

Mortgagee  for any insurance premiums paid, together with interest  thereon

computed at the highest rate per annum

allowable under  New  York  State law.  The obligations of the Mortgagor to

reimburse the Mortgagee pursuant  to this paragraph (g) shall be secured by

this Mortgage.

     (g)  The Mortgagor will not take  any  action, or permit any condition

to exist, with respect to the Premises which  may, in any manner, partially

or wholly invalidate the insurance on the Premises required hereby.

     SECTION 2.02.  TAXES AND OTHER CHARGES.  The  Mortgagor  shall pay all

taxes,  assessments,  water  rates,  sewer rents and other charges  now  or

hereafter levied against the Premises  or any part thereof and also any and

all  license  fees  or  similar  charges which  might  be  imposed  by  any

municipality in which the Premises  are  situated  for  the  use of vaults,

chutes,  areas  and other space beyond the lot line and on or abutting  the

public sidewalks  in  front of or adjoining the Premises, together with any

penalties or interest on  any  of  the  foregoing.   The Mortgagee may, but

shall  not be obligated to, pay any such taxes, assessments,  water  rates,

sewer rents,  license  fees  or  similar  charges  in  the  event  that the

Mortgagor shall default in the payment thereof, and the Mortgagor shall, on

demand,  reimburse  the  Mortgagee  for  all  amounts so paid together with

interest thereon computed at the highest rate per annum allowable under New

York State law, and such amounts shall be secured  by  this Mortgage.  Upon

request  of  the  Mortgagee,  the Mortgagor will furnish to  the  Mortgagee

receipts for the payment of all  items  specified  in this Section prior to

the date when the same become delinquent.

     SECTION 2.03.  MAINTENANCE OF THE PREMISES.

	  (a)  The Mortgagor shall maintain the Premises  in good condition

and  repair, and not commit or suffer any waste thereof or the  conduct  of

any nuisance  or  unlawful  occupation  or  business  on,  or  use  of, the

Premises,  and  to comply with, or cause to be complied with, all statutes,

ordinances and requirements  of  any governmental authority relating to the

Premises.

	  (b)  The Mortgagor shall  promptly  repair,  restore,  replace or

rebuild  any  part of the Premises now or hereafter subject to the Lien  of

this Mortgage which  may  be  substantially  damaged  or  destroyed  by any

casualty  whatsoever  or which may be materially affected by any proceeding

of the character referred herein; and the Mortgagor will not initiate, join

in, or consent to any change  in  any  private  restrictions,  limiting  or

defining the uses which may be made of the Premises or any part thereof.

	  (c)  The Mortgagor shall not remove, demolish or materially alter

any building or other property now or hereafter covered by the Lien of this

Mortgage,  or  permit  any  such  building or other property to be removed,

demolished or materially altered, without  the prior written consent of the

Mortgagee.



     SECTION 2.04.  USE OF PREMISES.  Except  as approved by the Mortgagee,

which approval shall not be unreasonably withheld,  the Mortgagor shall not

permit the Premises to be used for any purpose other  than the operation of

the Mortgagor's business, as it is presently conducted.

     SECTION 2.05.  ESTOPPEL  CERTIFICATE.  Within ten (10)  business  days

after a request therefor, the Mortgagor  shall  furnish a written statement

duly  acknowledged  of  the  amount due on this Mortgage  and  whether  any

offsets or defenses exist against the Obligations.

     SECTION 2.06.  SUBORDINATION OF LEASES.  The Mortgagor shall cause all

present  and  future  leases affecting  the  Premises  to  be  subject  and

subordinate to this Mortgage.

     SECTION 2.07.  RESTRICTIONS   AGAINST   SALE,  CONVEYANCE,  ETC.   The

Mortgagor  shall  not sell, convey, transfer, lease,  further  encumber  or

otherwise dispose of  the  Premises  or  any  part  thereof or any interest

therein without the prior written approval of the Mortgagee, which approval

shall  not  be  unreasonably withheld.  The lease of the  premises  to  the

Chemung County Industrial  Development Agency is specifically excluded from

this provision.

     SECTION 2.08.  LIEN LAW.   In  compliance  with Section 13 of the Lien

Law, the Mortgagor shall receive the advances secured  hereby and hold such

advances as a trust fund to be applied first for the purpose  of paying the

cost of improvement and before using any part of the total of the  same for

any other purpose.



     SECTION 2.09.  FURTHER AGREEMENTS.  The Mortgagor shall undertake  all

such  further  acts  and execute, acknowledge and deliver, at its sole cost

and  expense,  all  such   further  acts,  deeds,  conveyances,  mortgages,

assignments, estoppel certificates,  notices  of  assignment, transfers and

assurances as the Mortgagee may reasonably require  from  time  to  time in

order to confirm,

convey,  grant, transfer and assign, confirm unto the Mortgagee, the rights

now or hereafter  intended  to  be  granted  to  the  Mortgagor  under this

Mortgage.



ARTICLE 3.     EMINENT DOMAIN.

     SECTION 3.01.  ASSIGNMENT  OF CONDEMNATION PROCEEDS.  All Condemnation

Proceeds are hereby assigned to and  shall  be  paid to the Mortgagee.  The

Mortgagor  hereby  authorizes  the Mortgagee to collect  and  receive  such

Condemnation Proceeds to give proper receipts and acquittances therefor and

to apply the same toward the payment of the Obligations notwithstanding the

fact that all of the Obligations  may  not  then  be due and payable.  Upon

request by the Mortgagee, the Mortgagor shall make, execute and deliver any

and all assignments and other instruments necessary  or appropriate, in the

reasonable  discretion  of  the Mortgagee, in order to effect  the  pledge,

transfer and assignment to the  Mortgagee  of  the  aforesaid  Condemnation

Proceeds free and clear of any Liens, charges or encumbrances of  any  kind

or  nature whatsoever.  The Mortgagor shall continue to pay interest on the

entire  principal  amount or any of the Obligations, until the Condemnation

Proceeds for such taking  or other action shall have been actually received

by the Mortgagee.

     SECTION 3.02.  APPLICATION OF CONDEMNATION PROCEEDS.  The Condemnation

Proceeds  assigned  hereby  may   be  applied  by  the  Mortgagee  in  such

proportions and priority as the Mortgagee,  in  its  sole  discretion,  may

elect, to the payment of principal, interest or other sums, secured by this

Mortgage and/or to the payment to

the  Mortgagor,  on  such  terms as the Mortgagee may specify, for the sole

purpose of altering, restoring or rebuilding any part of the Premises which

may have been altered, damaged  or destroyed as a result of any such taking

or  other  action.   If, prior to the  receipt  by  the  Mortgagee  of  any

Condemnation Proceeds  the  Premises shall have been sold on foreclosure of

this Mortgage, the Mortgagee shall have the right to receive and apply said

Condemnation Proceeds to the  extent of any deficiency found to be due upon

such  sale,  with legal interest  thereon,  whether  or  not  a  deficiency

judgment on this  Mortgage  shall  have been sought or recovered or denied,

together  with reasonable counsel fees  and  the  costs  and  disbursements

incurred by  the  Mortgagee  in  connection  with  the  collection  of said

Condemnation Proceeds.



ARTICLE 4.     HAZARDOUS SUBSTANCES.

     SECTION 4.01.  REPRESENTATION  AND  WARRANTIES.   The Mortgagor hereby

warrants  and represents that there are no known Hazardous  Substances  (as

hereinafter  defined)  at  or  affecting  the  Premises in any manner which

violates  Federal, State or local laws, ordinances,  rules  or  regulations

governing  the   use,   storage,  treatment,  transportation,  manufacture,

refinement, handling, production or disposal of Hazardous Substances.

     SECTION 4.02.  COVENANTS.  For so long as any of the Obligations shall

remain unpaid, the Mortgagor agrees as follows:

	  (a)  the Mortgagor  shall  keep  or cause the Premises to be kept

free of Hazardous Substances and not cause or permit the

Premises  to be used to generate, manufacture,  refine,  transport,  treat,

store, handle,  dispose, produce or process Hazardous Substances, except in

compliance with all  applicable  Federal, State and local laws, ordinances,

rules or regulations.

	  (b)  the Mortgagor shall  require compliance by all operators and

occupants  of the Premises with all applicable  Federal,  State  and  local

laws, ordinances, rules and regulations by ensuring that all such operators

and occupants  obtain  and  comply  with  any  and  all required approvals,

registrations or permits.

     For the purposes of this Article 6, "Hazardous Substance"  shall  mean

any  and  all  substances  and/or conditions, on or affecting the Premises,

which are now deemed to be hazardous  substances,  or  that  may present an

unreasonable risk to health or the environment, as determined  pursuant  to

any  Federal,  State or local laws, ordinance, rule or regulation governing

the  use,  storage,  treatment,  transportation,  manufacture,  refinement,

handling, production  or disposal of hazardous substances including but not

limited to solid wastes, toxic materials and asbestos.





ARTICLE 5.     REMEDIES.

     SECTION 5.01.  REMEDIES  UPON  DEFAULT.   Upon  the  occurrence of any

Event of Default under the Loan Agreement, the Mortgagee may,  in  addition

to  any  rights or remedies available to it under the other Loan Documents,

at law or at equity, take such action as it

deems advisable to protect and enforce its rights against the Mortgagor and

in and to  the  Premises  including,  but  not  limited  to,  the following

actions,  each of which may be pursued concurrently or otherwise,  at  such

time and in  such  sequence  as  the  Mortgagee  may determine, in its sole

discretion, without impairing or otherwise affecting  any  other  rights or

remedies  of  the Mortgagee:  (a) apply for the appointment of a custodian,

trustee, receiver,  liquidator  or  conservator  of  the  Premises, without

regard  for the adequacy of the security for the indebtedness  and  without

regard for the solvency of the Mortgagor, or any Third Party; (b) institute

an action, suit or proceeding in equity for the specific performance of any

covenants, conditions or agreements contained herein or in the Obligations;

(c) institute  proceedings  for  the foreclosure of this Mortgage, in which

case the Premises may be sold in one  or  more  parcels; (d) enter upon the

Premises  and  dispossess  the  Mortgagor  and  its  agents   and  servants

therefrom; or (e) pursue such other remedies as the Mortgagee may  have  at

equity, at law under this Mortgage of under any of the Loan Documents.

     SECTION 5.02.  CUMULATIVE REMEDIES.  The rights of the Mortgagee under

this  Mortgage and the other Loan Documents shall be separate, distinct and

cumulative  and  none of them shall be to the exclusion of the others or of

other rights conferred  by  law;  and  no  act  of  the  Mortgagee shall be

construed as an election to proceed under any one provision  herein  as  an

election  to proceed under any one provision herein to the exclusion of any

other  provision,   anything   herein   or   otherwise   to   the  contrary

notwithstanding.

     SECTION 5.03.  RECEIVER.  The holder of this Mortgage, in  any  action

to  foreclose  it,  shall  be  entitled  to  the appointment of a receiver,

without notice and without regard to the adequacy of any

security for the Obligations secured hereby and  any  such  receiver  shall

have the right, INTER ALIA, to enter upon the Premises.

     SECTION 5.04.  SINGLE  PARCEL.   In  case  of  a foreclosure sale, the

Premises, or so much thereof as may be affected by this  Mortgage,  may  be

sold  in  one parcel and as an entirely or in such parcels, manner or order

as the Mortgage, in its sole discretion may elect.

     SECTION 5.05.  MULTIPLE  ACTIONS.  To the extent permitted by law, the

Mortgagee shall have the right  from  time  to  time  to  sue for any sums,

whether  interest, damages for failure to pay principal or any  installment

thereof, taxes, installments of principal, or any other sums required to be

paid under the terms of the Obligations or this Mortgage as the same become

due, without  regard to whether or not the principal sum of the Obligations

or any other sums  secured  by  this  Mortgage  shall  be  due  and without

prejudice  to  the right of the Mortgagee thereafter to bring an action  to

foreclosure, or  any  other  action,  for  a  default  or  defaults  by the

Mortgagor existing at the time such earlier action was commenced.

     SECTION 5.06.  WAIVER  OF EXEMPTIONS, MARSHALLING, ETC.  The Mortgagor

will not at any time insist upon, or plead, or in any manner whatever claim

or take any benefit or advantage  of  any  stay  or extension or moratorium

law,  any  exemption  from execution or sale of the Premises  or  any  part

thereof, wherever enacted, now or at any time hereafter in force, which may

affect the covenants and  terms of performance of this Mortgage, nor claim,

take or insist

upon  any benefit or advantage  of  any  law  now  or  hereafter  in  force

providing  for  the  valuation  or  appraisal  of the Premises, or any part

thereof, prior to any sale or sales thereof which  may  be made pursuant to

any provision herein, or pursuant to the decree, judgment  or  order of any

court  of competent jurisdiction; nor, after any such sale or sales,  claim

or exercise  any right under any statute heretofore or hereafter enacted to

redeem the property  so  sold  or any part thereof and the Mortgagor hereby

expressly waives all benefit or  advantage  of  any  such  law  or laws and

covenant  not to hinder, delay or impede the execution of any power  herein

granted or  delegated  to  the  Mortgagee,  but  to  suffer  and permit the

execution  of every power as though no such law or laws have been  made  or

enacted.  The  Mortgagor  for itself and all who may claim under it, waive,

to the extent that they lawfully  may  claim under it, waive, to the extent

that they lawfully may, all right to have  the  Premises marshaled upon any

foreclosure hereof and further waive and release  all  technical procedural

errors,  defects,  and  imperfections in any proceeding instituted  by  the

Mortgagee hereunder.



ARTICLE 6.     REAL COVENANTS.

     The terms, covenants and conditions of this Mortgage shall

run with the land, shall  constitute real covenants and be binding upon the

Mortgagor, its successors and  assigns,  and  all  subsequently mortgagees,

tenants and subtenants of the Premises and shall inure  to  the  benefit of

the  Mortgagee,  subsequent  holders  of this Mortgage and their respective

successors and assigns.

ARTICLE 7.     MISCELLANEOUS.

     SECTION 7.01.  WAIVER AND AMENDMENT.   No  amendment  or waiver of any

provision  of  this Mortgage nor consent to any departure by the  Mortgagor

therefrom shall  in  any  event  be  effective  unless the same shall be in

writing and signed by an authorized officer of the Mortgagee, and then such

waiver or consent shall be effective only in the  specific instance and for

the  specific  purpose  for which given.  No failure on  the  part  of  the

Mortgagee to exercise, and  no  delay  in  exercising,  any right hereunder

shall operate as a waiver thereof or preclude any other or further exercise

thereof or the exercise of any other right.

     SECTION 7.02.  EXPENSES.  The Mortgagor shall reimburse  the Mortgagee

on demand for all reasonable costs, expenses, and charges incurred  by  the

Mortgagee  in  connection  with  the  performance,  or  enforcement of this

Mortgage.

     SECTION 7.03.  JOINT AND SEVERAL OBLIGATIONS.  As used herein the term

Mortgagor shall include all signatories hereto, if more than  one.  In such

event,  the  obligations,  representations  and warranties of the Mortgagor

hereunder shall be joint and several.

     SECTION 7.04.  NOTICES.  Unless the party  to  be  notified  otherwise

notifies the other party in writing as provided in this Section, and except

as  otherwise  provided  in  this  Mortgage,  notices shall be given to the

Mortgagee and to the Mortgagor by hand or by certified mail, return receipt

requested, addressed to such party at its address set forth below.  Notices

shall be effective: (a) if given by certified mail,  72 hours after deposit

in the mails with

first class postage prepaid, addressed as aforesaid; and  (b)  if  given by

hand,  upon  receipt,  provided  that  notices  to  the  Mortgagee shall be

effective only upon receipt;


	       Address for notices to the Mortgagee

	       New York State Urban Development Corporation
	       d/b/a Empire State Development Corp.
	       633 Third Avenue
	       New York, New York 10017
	       Attention: Senior Vice President and
			  General Counsel


	       Address for notices to the Mortgagor

	       Artistic Greetings, Inc.
	       One Komer Center
	       Post Office Box 1999
	       Elmira, New York 14902-1999
	       Attention: Tom Wyckoff

     SECTION 7.05.  CAPTIONS.  The captions and headings hereunder  are for

convenience only and shall not affect the interpretation or construction of

this Mortgage.

     SECTION 7.06.  SEVERABILITY.   The  provisions  of  this  Mortgage are

intended to be severable.  If for any reason any provision of this Mortgage

shall  be  held  invalid  or  unenforceable  in  whole  or  in  part in any

jurisdiction, such provision shall, as to such jurisdiction, be ineffective

to the extent of such invalidity or unenforceability without in any  manner

affecting  the validity or enforceability thereof in any other jurisdiction

or the remaining provisions hereof in any jurisdiction.

     SECTION 7.07.  GOVERNING LAW.  This Mortgage shall be governed by, and

interpreted  and construed in accordance with, the laws of the State of New

York.

     SECTION 7.08.  TRIAL BY JURY; COUNTERCLAIMS.

	  (a)  WAIVER  OF  TRIAL  BY JURY.  The Mortgagor hereby waives all

rights to trial by jury in any action,  proceeding,  claim  or counterclaim

arising out of this Mortgage.

	  (b)  COUNTERCLAIMS, ETC.  Anything contained in this  Mortgage to

the   contrary  notwithstanding,  the  Mortgagor  does  hereby  waives  any

counterclaim,  defense,set-off  or  right  of  recoupment  in any action or

proceeding to foreclose this Mortgage or to recover payment  of  any amount

payable to the Mortgagee under this Mortgage, the Obligations or any of the

Loan Documents.

     SECTION 7.09.  IMMUNITIES.   To the extent that the Mortgagor  has  or

hereafter may acquire any immunity  from  jurisdiction of any court or from

any legal process (whether through service  or  notice, attachment prior to

judgment,  attachment  in aid of execution, execution  or  otherwise)  with

respect to itself or its  property, the Mortgagor hereby irrevocably waives

such immunity with respect to its obligations under this Mortgage.

     SECTION 7.10.  SUCCESSORS  AND  ASSIGNS;  TRANSFER  OF  RIGHTS.   This

Mortgage  shall  be  binding  upon the Mortgagor and any of its successors,

assigns and transfers as may be  permitted by the Mortgagee and shall inure

to the benefit of the Mortgagee, its  successors  and assigns.  None of the

rights  or  obligations  of  the  Mortgagor hereunder may  be  assigned  or

otherwise transferred without the prior  written  consent of the Mortgagee.

The Mortgagee may assign all or any part of the Obligations  to  a  bank or

other entity, in which event, upon notice by the Mortgagee to the

Mortgagor,  the  assignee  shall  have,  to  the  extent of such assignment

(unless  otherwise  provided  herein), the same rights  and  benefits  with

respect to the Premises and the  Building  Equipment as it would have if it

were the Mortgagee hereunder.  The Mortgagee may furnish any information in

the possession of the Mortgagee concerning the  Mortgagor,  the Premises or

the Building Equipment to any assignee or prospective assignees.

     IN WITNESS WHEREOF, this Mortgage has been duly executed as of the day

and year first above written.


				   ARTISTIC GREETINGS, INC.

				   By:/s/ Thomas C. Wyckoff
				      Title: General Counsel

STATE OF NEW YORK  )
		   ) SS:
COUNTY OF CHEMUNG  )

     On  the  5th  day  of  November,  1995, before me personally came  THOMAS
     
C. WYCKOFF, to me known, who, being by me duly  sworn, did depose and say that
he resides at Elmira, New York; that he is the  General Counsel of Artistic
Greetings,  Inc.,  the  corporation  described in and  which  executed  the
foregoing instrument; and that he signed  his  name thereto by order of the
directions of said corporation.


				   ______________________________
				   NOTARY PUBLIC