EXHIBIT 10-12

                         AMENDED TERM PROMISSORY NOTE


$2,733,337.00                                               Rochester, New York

March 28, 1996

   This  Term  Promissory  Note  (the "Note") amends, restates and replaces the
Term Loan Agreement and Term Promissory  Note  dated  March 31, 1995.  All sums
outstanding  thereunder  shall  be  deemed  outstanding  hereunder.    No   new
indebtedness is created hereby.

   For value received, the undersigned (referred to herein as the "undersigned"
or  the  "Borrower")  unconditionally promises to pay to the order of THE CHASE
MANHATTAN BANK (National  Association)  ("Chase"), at its office located at One
Chase Square, Rochester, New York 14643,  or to such other address as Chase may
notify  the undersigned, the principal amount  of  Two  Million  Seven  Hundred
Thirty-three   Thousand   Three   Hundred   Thirty-seven   and  No/100  Dollars
($2,733,337.00) (the "loan").

   This Note includes any Schedule or Rider attached hereto.

      TERMS  OF  REPAYMENT.   The  entire  amount  of principal, and  remaining
accrued interest on, this Note shall be due on January  1,  1999 (the "Maturity
Date").  Installments shall be payable in 34 consecutive principal installments
of $80,392.26 each due on the first day of each month commencing  on  April  1,
1996.

      INTEREST.  The undersigned promises to pay interest on the unpaid balance
of  the  principal amount of  the  loan from and including the date of the loan
to but excluding  the date the loan shall be paid in full at a rate of interest
per year which shall  automatically  increase  or decrease from time to time so
that at all times such rate shall remain equal to  that  rate  of interest from
time  to  time  announced  by Chase at its head office as its prime  commercial
lending rate (the "Prime Rate")  plus  1.5%.   Changes  in the rate of interest
hereunder shall be effective as of and for the entire day  on which such change
in the Prime Rate becomes effective.

   Interest shall be payable on the first day of each month  (commencing on the
first  such  date  occurring  after  the  date  of the loan), unless  otherwise
specified  on  a  Rider  attached hereto, on the Maturity  Date,   and  on  any
prepayment of principal.   Interest  shall be calculated on the basis of a year
of 360 days and payable for the actual number of days elapsed.

   After the occurrence of an Event of  Default  set forth below, Chase, at its
option, by written notice to the undersigned may increase  the interest rate on
this Note by an additional two percent (2%) per year effective  on  the date of
such notice.

   PAYMENTS.  All payments under this Note shall be made in lawful money of the
United  States  of  America at Chase's office specified above.  Chase may  (but
shall not be obligated  to)  debit  the  amount  of  any  payment (principal or
interest)  under  this  Note when due to any deposit account of  (any  of)  the
undersigned with Chase.   Chase  may  apply any money received or collected for
payment of this Note to the principal of,  interest  on  or  any  other  amount
payable under, this Note in any order that Chase may elect.

   Whenever any payment to be made hereunder (including principal and interest)
shall be stated to be due on a day on which Chase's head office is not open for
business,  that payment will be due on the next following banking day, and  any
extension of time shall in each case be included in the computation of interest
payable on this Note.

   If any payment  (principal  or interest) shall not be paid within 15 days of
the date it is due, other than a payment of the entire principal balance of the
Note due upon demand, the undersigned  shall pay a late payment charge equal to
five percent (5%) of the amount of such  delinquent  payment, provided that the
amount of such late payment charge shall be not less than  $25  nor  more  than
$500.

   AUTHORIZATIONS.   The  undersigned  hereby authorizes Chase to make the loan
and disburse the proceeds and to make repayments  of  the loan by debiting such
account upon oral, telephonic instructions made by any  person purporting to be
an officer or agent of the undersigned who is empowered to  make  such requests
and give such instructions.  The undersigned may amend these instructions, from
time  to time, effective upon actual receipt of the amendment by Chase.   Chase
shall not be responsible for the authority, or lack of authority, of any person
giving  such telephonic instructions to Chase pursuant to these provisions.  By
executing  this  Note,  the  undersigned  agrees  to be bound to repay the loan
obtained hereunder as reflected on Chase's books and records.

   RECORDS.  The date and amount of the loan and each payment of principal, and
the outstanding principal balance of the loan, shall  be  recorded  by Chase on
its books and any such record shall be conclusive absent manifest error.

   REPRESENTATIONS  AND  WARRANTIES.   The  undersigned represents and warrants
upon the execution and delivery of this Note,  that:   (a) it is duly organized
and validly existing under the laws of the jurisdiction  of its organization or
incorporation and, if relevant under such laws, in good standing;  (b)  it  has
the  power  to  execute  and  deliver  this Note and to perform its obligations
hereunder  and  has taken all necessary action  to  authorize  such  execution,
delivery and performance;  (c)  such execution, delivery and performance do not
violate  or conflict with any law  applicable  to  it,  any  provision  of  its
organizational documents, any order or judgment of any court or other agency of
government  applicable  to  it or any of its assets or any material contractual
restriction binding on or materially  affecting it or any of its assets, except
for such violations or conflicts, other  than  violations  or  conflicts of any
provision   of  the  Borrower's  organizational  documents,  which  would   not
materially adversely  affect  the  financial condition, operations, property or
business  of  the  Borrower or the ability  of  the  Borrower  to  perform  its
obligations under this  Note  (a "Material Adverse Effect"); (d) to the best of
undersigned's knowledge, all governmental  and other consents that are required
to have been obtained by it with respect to  this  Note  have been obtained and
are in full force and effect and all conditions of any such  consents have been
complied with; (e) its obligations under this Note constitute  its legal, valid
and binding obligations, enforceable in accordance with its terms except to the
extent   that  such  enforcement  may  be  limited  by  applicable  bankruptcy,
insolvency  or  other  similar  laws  affecting creditors' rights generally and
general  principles  of  equity;  (f)  all  financial  statements  and  related
information furnished and to be furnished to  Chase  from  time  to time by the
undersigned  are  true and complete and fairly present the financial  or  other
information stated therein as at such dates or for the periods covered thereby;
(g) there are no actions,  suits,  proceedings or investigations pending or, to
the  knowledge  of  the  undersigned,  threatened   against  or  affecting  the
undersigned before any court, governmental agency or  arbitrator,  which  would
have  a  Material  Adverse  Effect;  and (h) there has been no material adverse
change  in  the  financial condition of the  undersigned  since  the  financial
statements for the month ending February 29, 1996.

   SECURITY.  As collateral  security  for  the payment of this Note and of any
and all other obligations and liabilities of  the  undersigned  to  Chase,  now
existing  or  hereafter  arising,  the  undersigned  grants to Chase a security
interest  in and a lien upon and right of offset against  all  moneys,  deposit
balances, securities  or  other property or interest therein of the undersigned
now or at any time hereafter  held  or  received  by  or  for  or  left  in the
possession   or   control   of  Chase  or  any  of  its  affiliates,  including
subsidiaries,  whether  for  safekeeping,  custody,  transmission,  collection,
pledge or for any other or different purpose.

   As further collateral security,  the  undersigned  has  granted  to  Chase a
security  interest  in  all equipment of the undersigned, whether now owned  or
hereafter acquired, and all  proceeds  thereof  (which security interest in the
equipment listed on Schedule A hereto shall be subordinate  to  the interest of
the creditor listed opposite such equipment on Schedule A).

   DEFAULT.  IF ANY OF THE FOLLOWING EVENTS OF DEFAULT SHALL OCCUR with respect
to any of the undersigned (each an "Event of Default"):
   (a)   the  undersigned  shall fail to pay the principal of, or interest  on,
this Note, or any other amount  payable  under  this  Note, as and when due and
payable;

   (b)   any representation or warranty made or deemed  made by the undersigned
in this Note or in any document granting security or support  for (or otherwise
executed  in  connection  with)  this Note or by any third party supporting  or
liable with respect to this Note (whether  by guaranty, subordination, grant of
security  or  any  other  credit  support, a "Third  Party")  in  any  document
evidencing the obligations of a Third Party (this Note and all of the foregoing
documents and all agreements, instruments  or  other  documents executed by the
undersigned  or  a  Third  Party being the "Facility Documents")  or  which  is
contained in any certificate,  document,  opinion, financial or other statement
furnished at any time under or in connection  with any Facility Document, shall
prove to have been incorrect in any material respect  on or as of the date made
or deemed made;

   (c)   the undersigned or any Third Party shall fail  to  perform  or observe
any term, covenant or agreement contained in any Facility Document on  its part
to be performed or observed, and such failure shall continue for 30 consecutive
days;

   (d)   the  undersigned  or  any  Third  Party shall fail to pay when due any
indebtedness in excess of $50,000.00 (including but not limited to indebtedness
for borrowed money) or if any such indebtedness  shall  become due and payable,
or  shall be capable of becoming due and payable at the option  of  any  holder
thereof,  by  acceleration of its maturity, or if there shall be any default by
the undersigned  or  any  Third  Party  under  any  agreement  relating to such
indebtedness  unless  such  default  shall  be cured within an applicable  cure
period or waived by the holder of such indebtedness;

   (e)   the undersigned or any Third Party:  (i)  shall  generally  not, or be
unable  to,  or shall admit in writing its inability to, pay its debts as  such
debts become due;  (ii)  shall make an assignment for the benefit of creditors;
(iii) shall file a petition  in  bankruptcy  or for any relief under any law of
any jurisdiction relating to reorganization, arrangement, readjustment of debt,
dissolution or liquidation; (iv) shall have any  such petition filed against it
and the same shall remain undismissed for a period  of 30 days or shall consent
or acquiesce thereto; or (v) shall have had a receiver,  custodian  or  trustee
appointed for all or a substantial part of its property;

   (f)   any Third Party Facility Document shall at any time and for any reason
cease to be in full force and effect or shall be declared null and void, or its
validity  or  enforceability shall be contested by the relevant Third Party  or
such Third Party  shall  deny  it has any further liability or obligation under
any  Facility Document or shall fail  to  perform  its  obligations  under  any
Facility Document;

   (g)   any  security agreement or other agreement (whether by the undersigned
or any Third Party)  granting  a  security  interest,  lien,  mortgage or other
encumbrance securing obligations under any Facility Document shall  at any time
and  for  any  reason  cease  to  create  a  valid and perfected first priority
security  interest  (except  with respect to security  interests  in  equipment
referenced on Schedule A), lien,  mortgage  or  other  encumbrance in or on the
property purported to be subject to such agreement or shall cease to be in full
force  and  effect  or  shall  be declared null and void, or  the  validity  or
enforceability of any such agreement  shall  be  contested by any party to such
agreement, or such party shall deny it has any further  liability or obligation
under  such  agreement  or  any  such party shall fail to perform  any  of  its
obligations under such agreement;

   (h)   there be such a change in  the  condition  or  affairs  (financial  or
otherwise) of the Borrower  or any guarantor of this Note, as in the reasonable
opinion  of  Chase  or any holder hereof, which will substantially increase the
credit risk of Chase or any holder hereof; or

   (i)   one or more  judgments,  decrees or orders for the payment of money in
excess of $50,000 in the aggregate  shall  be  rendered against the undersigned
and shall continue unsatisfied and in effect for  a  period  of  30 consecutive
days  without being vacated, discharged, satisfied or stayed or bonded  pending
appeal.

THEN, IN  ANY SUCH CASE, if Chase shall elect by notice to the undersigned, the
unpaid principal  amount  of  this  Note, together with accrued interest, shall
become forthwith due and payable; provided  that  in  the  case  of an event of
default  under  (e)  above, the unpaid principal amount of this Note,  together
with accrued interest,  shall  immediately  become  due and payable without any
notice or other action by Chase.

      CERTAIN WAIVERS.  The undersigned waives presentment, notice of dishonor,
protest and any other notice or formality with respect to this Note.

      COSTS.   The  undersigned agrees to reimburse Chase  on  demand  for  all
costs, expenses and charges (including, without limitation, fees and charges of
external legal counsel  for  Chase  and  costs  allocated by its internal legal
department) in connection with the preparation, interpretation,  performance or
enforcement of this Note and the Facility Documents.

      NOTICES.   All notices, requests, demands or other communications  to  or
upon the undersigned  or  Chase  shall  be in writing and shall be deemed to be
delivered upon receipt if delivered by hand  or  overnight courier or five days
after mailing to the address (a) of the undersigned  as  set  forth next to the
undersigned's execution of this Note, (b) of Chase as first set forth above, or
(c)  of  the  undersigned or Chase at such other address as the undersigned  or
Chase shall specify to the other in writing.

      ASSIGNMENT.   This  Note shall be binding upon the undersigned and its or
their successors and shall inure to the benefit of Chase and its successors and
assigns.

      ENTIRE AGREEMENT, AMENDMENT  AND  WAIVER.   This  Note  and  the Facility
Documents constitute the entire agreement between the undersigned and Chase and
may  be amended only by a writing signed on behalf of each party and  shall  be
effective  only  to  the extent set forth in that writing.  In the event of any
inconsistency between  this  Note  (and  any  Rider(s) attached hereto) and the
Facility Documents, this Note and such Riders shall prevail.  No delay by Chase
in exercising any power or right hereunder shall operate as a waiver thereof or
of any other power or right; nor shall any single  or  partial  exercise of any
power  or right preclude other or future exercise thereof, or the  exercise  of
any other power or right hereunder.

      GOVERNING  LAW;  JURISDICTION.   This  Note  shall  be  governed  by  and
construed in accordance with the laws of the State of New York. The undersigned
consents  to  the  nonexclusive  jurisdiction and venue of the state or federal
courts located in such state.  In the event of a dispute hereunder, suit may be
brought against the undersigned in such courts or in any jurisdiction where the
undersigned or any of its assets may  be  located.  Service of process by Chase
in connection with any dispute shall be binding  on  the undersigned if sent to
the undersigned by registered mail at the address(es)  specified  below  or  to
such further address as the undersigned may specify to Chase in writing.

      MAXIMUM  INTEREST.  Notwithstanding any other provision of this Note, the
undersigned shall not be required to pay any amount pursuant to this Note which
is in excess of  the  maximum  amount permitted to be charged by national banks
under applicable law and any such excess interest paid shall be refunded to the
undersigned or applied to principal owing hereunder.

      BUSINESS COVENANTS.  The undersigned agrees that until payment in full of
the loan, all interest thereon and  all  other amounts payable under this Note,
the undersigned shall perform and comply with  the  covenants  set forth on the
Business Covenants Rider annexed hereto.

      BORROWER  WAIVERS.   THE  UNDERSIGNED  HEREBY KNOWINGLY, VOLUNTARILY  AND
INTENTIONALLY WAIVE(S) (TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW) ANY
RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING  UNDER OR RELATING TO THIS NOTE
OR ANY FACILITY DOCUMENT, AND AGREES THAT ANY SUCH  DISPUTE  SHALL,  AT CHASE'S
OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

      IN  ADDITION,  THE  UNDERSIGNED WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE
BASED UPON ANY STATUTE OF LIMITATIONS  OR  ANY  CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

Chase   Account   No.   to   be   charged  for  Disbursements   and Payments:
______________________________

Address for notices:                ARTISTIC GREETINGS INCORPORATED
One Komer Center                By: /s/ Thomas C. Wyckoff
P.O. Box 1999
Elmira, New York   14901      Print Name _________________________________
                                Title:  Senior VP and General Counsel




<PAGE>


                             Business Covenants Rider

                          SCHEDULE OF BUSINESS COVENANTS


   This Rider is referred to in and  is  attached  to the NOTE made by ARTISTIC
GREETINGS INCORPORATED (the "undersigned" or the "Borrower")  to  the  order of
THE CHASE MANHATTAN BANK (National Association) ("Chase") dated March 28,  1996
(the  "Note")  Any capitalized term not otherwise defined herein shall have the
meaning ascribed.

   1.    AFFIRMATIVE COVENANTS.  The undersigned agrees that it shall:

         1.1   Furnish to Chase:

         (a)   As  soon  as available and in any event within 90 days after and
as at the close of each Fiscal Year, a consolidated (and consolidating) balance
sheet of undersigned and its  consolidated  Subsidiaries, and consolidated (and
consolidating) statements of income, cash flows  and  changes  in shareholders'
equity of undersigned and its consolidated Subsidiaries  prepared in accordance
with GAAP consistently applied, on an audit basis, prepared by Arthur Anderson,
LLP or other independent public accounting firm satisfactory to  Chase,  and as
to audited statements, accompanied by a satisfactory report and opinion of such
accountants.

         (b)   As  soon as available and in any event within 45 days after  the
end  of  each  of  the  first   three  Fiscal  Quarters,  a  consolidated  (and
consolidating) balance sheet of undersigned  and  its consolidated Subsidiaries
as at the end of each such quarter and related consolidated (and consolidating)
statements  of  income, cash flow and changes in shareholders'  equity  of  the
undersigned and its  consolidated  Subsidiaries for the Fiscal Quarter and from
the beginning of such Fiscal Year to  the  end of such Fiscal Quarter, together
with  comparisons  to  the  previous  year,  if  appropriate,   and  to  budget
projections, prepared in conformity with GAAP consistently applied  (subject to
year-end  adjustments),  and  certified by an appropriate financial officer  of
undersigned.

         (c)   As soon as available  and  in any event within 30 days after the
end of each month which is not also the end of a Fiscal Quarter, a consolidated
(and  consolidating)  balance  sheet  of  undersigned   and   its  consolidated
Subsidiaries  as  at  the end of each such month and related consolidated  (and
consolidating) statements  of  income,  cash  flow and changes in shareholders'
equity of the undersigned and its consolidated  Subsidiaries  for the month and
from the beginning of such Fiscal Year to the end of such month,  together with
comparisons  to  the  previous year, if appropriate, and to budget projections,
prepared in conformity  with  GAAP  consistently  applied(subject  to  year-end
adjustments), and certified by an appropriate financial officer of undersigned.

         (d)   Such other books, records and reports as Chase may from time  to
time  reasonably  request,  including  an equipment listing; inventory listing,
aging and locations; and accounts receivable aging; which information, together
with the above financial reports, shall  all  be  prepared  in  form and detail
satisfactory to Chase.

         1.2   Cause to be done all things necessary to preserve  and  keep  in
full  force  and  effect undersigned's and its Subsidiaries' existence, rights,
licenses and franchises  necessary  and  material  to  undersigned's operations
taken  as a whole; and comply with all laws applicable to  undersigned,  except
for such non-compliance which would not have a Material Adverse Effect.

         1.3   Permit  representatives of Chase to visit and inspect any of the
properties of undersigned and its Subsidiaries, examine its corporate books and
records, and to make extracts  or copies of such books and records, and discuss
its  affairs,  finances and accounts  with  its  officers,  provided  that  the
foregoing shall  only be done at reasonable times upon prior written notice and
during normal business  hours  and with not more than reasonable frequency, and
provided further that the reasonable  cost of such inspections and examinations
shall be paid by undersigned.

         1.4   Cause to be paid and discharged all obligations when due and all
lawful  taxes, assessments and governmental  charges  or  levies  imposed  upon
undersigned  or  any Subsidiary, or upon any property, real, personal or mixed,
belonging to undersigned  or its Subsidiaries, or upon any part thereof, before
the same shall become in default, as well as lawful claims for labor, materials
and supplies which, if unpaid, might become a lien or charge upon such property
or any part thereof; provided,  however,  that  neither the undersigned nor any
Subsidiary  shall  be  required to cause to be paid  and  discharged  any  such
obligation, tax, assessment,  charge,  levy  or  claim  so long as the validity
thereof shall be contested in the normal course of business and in good faith.

         1.5   Maintain  with financially sound, reputable  and  duly  licensed
insurers, insurance of the  kinds,  covering  the  risks  and  in  the relative
proportionate   amounts   usually  carried  by  similar  companies  in  similar
localities.

         1.6   Promptly notify  Chase in writing with full details if any event
occurs  or  any  condition  exists  which  constitutes,  or  which  but  for  a
requirement of lapse of time or giving  of  notice  or both would constitute an
Event of Default under the Note or which might materially  and adversely affect
the financial condition or operations of undersigned or any Subsidiary.

   2.    NEGATIVE COVENANTS.  Undersigned agrees that it shall  not,  and shall
not permit any Subsidiary to:

     2.1    Pledge or encumber any of its assets, except:

               (a)    mortgages,  liens,  security  interests  or  encumbrances
granted to Chase,

               (b)    in  the case of real properties, easements, restrictions,
exceptions, reservations or  defects  which, in the aggregate, do not interfere
materially with the continued use of such properties for the purposes for which
they are used and do not affect materially the value thereof;

               (c)    liens, pledges or  deposits  to  secure obligations under
workers' compensation laws or similar legislation or to  secure  performance in
connection  with  bids,  tenders  and contracts (other than contracts  for  the
payment of borrowed money) to which  the  undersigned  or  any  Subsidiary is a
party;

               (d)    deposits to secure public or statutory obligations of the
undersigned and any Subsidiaries;

               (e)    liens,  deposits or pledges to secure the performance  of
surety, stay, appeal, indemnity, performance or similar bonds;

               (f)    materialmen's,  mechanics',  carriers', workers' or other
like liens arising in the ordinary course of business,  or  deposits of cash or
United States obligations to obtain the release of such liens;

               (g)    purchase  money  liens  created  by  undersigned  or  any
Subsidiary in the course of purchasing property, or existing on property at the
time of such purchase (whether or not assumed), provided that  such  lien shall
be  restricted  to  the property being purchased, that the indebtedness secured
thereby shall not exceed  80% of the lesser of cost or fair market value at the
time of purchase, and the related  expenditure  is  permitted  by  Section 2.10
hereof; and

               (h)    liens and encumbrances existing as of the date hereof and
disclosed to Chase in writing, including without limitation, liens in  favor of
Marine Midland Bank; and

               (i)    judgment  and other similar liens or encumbrances arising
in  connection  with  court  proceedings,   provided  the  execution  or  other
enforcement of such liens or encumbrances is  effectively stayed and the claims
secured  thereby  are being actively contested in  good  faith  by  appropriate
proceedings.

          2.2  Make  or permit to be made any material change in the character,
management or direction of undersigned's business or operations (including, but
not limited to, a change in its executive management or in the ownership of its
capital stock which effects  a  change  in  the control of any such business or
operations), without reasonable prior written notice to Chase.

          2.3  Be  in  violation  of  any  law  or   regulation,  order,  writ,
injunction or decree of any court or governmental instrumentality  or in breach
of  any  agreement  or  instrument  to  which undersigned or any Subsidiary  is
subject  or in default thereunder, except  for  such  violations,  breaches  or
defaults which would not have a Material Adverse Effect.

          2.4  Enter   into  or  be  a  party  to  any  merger,  consolidation,
reorganization, exchange  of  stock  or all or substantially all of its assets,
unless undersigned is the surviving corporation  and  as  such satisfies all of
the  covenants  contained  in  this  Schedule; provided further,  however,  the
undersigned  will  not permit any corporation  to  merge  into  undersigned  or
acquire all or substantially  all  of  its assets in exchange for securities of
its own issue if immediately after such  merger  or asset acquisition, assuming
full conversion of any convertible securities issued  in  connection therewith,
the shareholders of the corporation merged into undersigned  or  any Subsidiary
would hold 50% or more of the voting power of undersigned or any Subsidiary.

          2.5  Organize or cause to exist any new Subsidiaries, without Chase's
prior written consent, which consent shall not be unreasonably withheld and may
be conditioned, without limitation, upon the execution by such Subsidiary  of a
guarantee  of  payment of the Note and all other indebtedness of undersigned to
Chase  and  of a security  agreement  covering  such  Subsidiary's  assets  and
securing such debt.

          2.6  Sell, lease, assign, transfer or otherwise dispose of any of the
assets of undersigned  that are collateral for the undersigned's obligations to
Chase.

          2.7  Make or hold  any investment in any securities of any kind other
than ownership of stock of Subsidiaries  and  other than securities owned as of
the date hereof and securities purchased with the  proceeds of such securities,
be  or  become a party to any joint venture or partnership,  or  make  or  keep
outstanding  any  advance  or  loan  except  as permitted pursuant to and under
Part 2.8.  The foregoing provision shall not apply  to any investment in direct
obligations of the United States of America, certificates  of deposit issued by
a  member bank of the Federal Reserve System, or any investment  in  commercial
paper  which  at  the  time  of such investment is assigned the highest quality
rating  in  accordance with the  rating  systems  employed  by  either  Moody's
Investors Service, Inc. or Standard & Poor's Corporation.

          2.8  Loan  or make advances to, or guarantee, indorse or otherwise be
or become liable or contingently  liable  in connection with the obligations or
indebtedness of any other person, firm or corporation,  directly  or indirectly
except:

               (a)    as an indorser of negotiable instruments for  the payment
of money in the ordinary course of business;

               (b)    trade credit extended in the ordinary course of business;

               (c)    advances,  not  in excess of $10,000.00 in each instance,
made in the usual course of business to  officers  and employees and guaranties
of the obligations of employees incurred in connection with their employment;

               (d)    loans to wholly-owned Subsidiaries  which have guaranteed
all indebtedness of undersigned to Chase;

               (e)    guarantees by Subsidiaries of undersigned's  indebtedness
to Chase;

               (f)    miscellaneous  guarantees  not  to  exceed  in each  case
$50,000.00 or in the aggregate $100,000.00.

          2.9  Make  expenditures  for  fixed  or  capital assets exceeding  an
aggregate amount of $3,000,000.00 in any single Fiscal  Year,  plus  the amount
permitted to be and not as of yet expended for fixed or capital assets  in  the
prior Fiscal Year.

          2.10 Declare  or  pay  any  dividends,  purchase,  redeem,  retire or
otherwise  acquire for value any of its capital stock, or make any distribution
of its assets to its stockholders or permit any of its Subsidiaries to purchase
or otherwise  acquire  for  value  any stock of the undersigned or another such
Subsidiary, except that:  (a) the undersigned may declare and deliver dividends
and make distributions payable solely  in  common stock of the undersigned; and
(b) the undersigned may declare dividends in  its  current Fiscal Year which do
not exceed the amount of tax liability of the shareholders  of  the undersigned
attributable  to  the  undersigned's  undistributed  taxable income during  any
applicable Fiscal Year.

    3.    FINANCIAL COVENANTS.  The undersigned shall  maintain  the  following
financial covenants and ratios:

          3.1  MINIMUM   CONSOLIDATED   WORKING  CAPITAL.   The  Borrower  will
maintain  at  all  times  an excess of Consolidated  Current  Liabilities  over
Consolidated Current Assets of not more than $350,000 through June 30, 1996 and
will  maintain  an excess of  Consolidated  Current  Assets  over  Consolidated
Current Liabilities  of  not  less than $1.00 at all times thereafter.  For the
purpose of this section, all amounts  outstanding  under  the  Revolving Credit
Note executed and delivered by Borrower to Marine Midland Bank shall be treated
as long term debt.

          3.2  MINIMUM TANGIBLE NET WORTH.  The Borrower will maintain  at  all
times a Consolidated Tangible Net Worth of not less than $8,000,000.

          3.3  MONTHLY  INCOME/LOSS.   During  each month ending after the date
hereof, the Borrower will not incur a net, pre-tax  loss (exclusive of non-cash
write-downs not to exceed $500,000 in the aggregate) in excess of $500,000.

          3.4  CURRENT RATIO.  The Borrower will maintain  at all times a ratio
of Consolidated Current Assets to Consolidated Current Liabilities  of not less
than  .9  to  1.0 through June 30, 1996 and 1.0 to 1.0 at all times thereafter.
For the purpose  of  this  section, all amounts outstanding under the Revolving
Credit Note executed and delivered  by Borrower to Marine Midland Bank shall be
treated as long term debt.

        3.5  QUARTERLY  LOSS.  The Borrower will not suffer or
incur a quarterly net loss (exclusive of non-cash write-downs not to exceed 
$500,000 in the aggregate) before taxes in excess of the
following amounts:

           QUARTER ENDED                   Maximum Quarterly Loss
              
              3/31/96                $900,000
              6/30/96                500,000
              9/30/96                -0-
        12/31/96, and each           -0-
     fiscal quarter thereafter

          3.6  LEVERAGE RATIO.  The Borrower will maintain at all times a ratio
of Consolidated Liabilities to Consolidated  Tangible  Net Worth of not greater
than 4.0 to 1.0.

    4.    DEFINITIONS AND RULES OF CONSTRUCTION.

          4.1  In  addition to the terms defined elsewhere  in  the  Note,  the
following  terms shall  have  the  following  meanings  for  purposes  of  this
Schedule:

    "CONSOLIDATED  CURRENT ASSETS" means, in respect of a Person, all assets of
such Person and its  Subsidiaries (if any) on a consolidated basis which should
in accordance with GAAP  be  classified  as  current  assets  after eliminating
inter-company items, but in any event excluding any assets which are pledged or
deposited as security for, or for the purpose of paying, any Indebtedness.

    "CONSOLIDATED  CURRENT  LIABILITIES"  means,  in  respect of a Person,  all
Indebtedness  of such Person and its Subsidiaries (if any)  on  a  consolidated
basis  which  should,  in  accordance  with  GAAP,  be  classified  as  current
liabilities after  eliminating  inter-company items (including loans payable to
officers and employees of the undersigned) and excluding Subordinated Debt.

    "CONSOLIDATED LIABILITIES" means,  in respect of a Person, all Indebtedness
of such Person and its Subsidiaries (if  any)  on  a  consolidated  basis which
should, in accordance with GAAP, be classified as liabilities after eliminating
inter-company items and excluding Subordinated Debt.

    "CONSOLIDATED  TANGIBLE  NET  WORTH"  means,  in  respect of a Person,  the
consolidated   stockholders'  equity  in  such  Person  and  its   Subsidiaries
determined in accordance  with  GAAP,  except  that  there  shall  be  deducted
therefrom  all  intangible  assets  (other than leasehold improvements) of such
Person  and  its Subsidiaries, such as  organization  costs,  unamortized  debt
discount and expense,  goodwill,  patents,  trademarks, copyrights, contractual
franchises, and research and development expenses.

    "CONSOLIDATED WORKING CAPITAL" means the difference of Consolidated Current
Assets minus Consolidated Current Liabilities in respect of a Person.

    "FISCAL YEAr" means the undersigned's fiscal  year  consisting  of a twelve
month period ending on each December 31.

    "GAAP" means generally accepted accounting principles in the United  States
of  America  as  in  effect on the date hereof and from time to time hereafter,
consistently applied.

    "INDEBTEDNESS" means,  in  respect  of  any  Person,  all items (other than
capital  stock,  additional  paid-in  capital, retained earnings  and  deferred
credits) which in accordance with GAAP  would  be included in determining total
liabilities as shown on the liability side of a balance sheet as at the date on
which  Indebtedness is to be determined.  "Indebtedness"  shall  also  include,
whether  or  not  so  reflected, (i) indebtedness, obligations, and liabilities
secured by any mortgage,  pledge  or lien existing on property owned subject to
such mortgage, pledge or lien whether  or  not the indebtedness, obligations or
liabilities secured thereby shall have been  assumed,  (ii) all guaranties made
by such Person, and (iii) the amount of any reimbursement obligation in respect
of any letter of credit.

    "PERSON"  means  an  individual,  a  corporation,  a company,  a  voluntary
association,  a  partnership,  a  trust,  an unincorporated organization  or  a
government or any agency, instrumentality or political subdivision thereof.

    "SUBORDINATED DEBT" means indebtedness  of  the  undersigned which shall be
subordinated to the loan in a form satisfactory to Chase in its sole discretion
reasonably exercised and to which Chase shall have given  its  express  written
consent.

    "SUBSIDIARY"  means  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 the undersigned.

          4.2  All  accounting  terms  not specifically defined herein shall be
construed  in  accordance with GAAP, and all  financial  data  required  to  be
delivered hereunder shall be prepared in accordance with GAAP.

          4.3  All  references  to  Subsidiaries  or  Consolidated Subsidiaries
shall be deemed to mean if any shall exist.  For so long  as undersigned has no
Subsidiary,  all  definitions  and covenants referring to undersigned  and  its
Subsidiaries or Consolidated Subsidiaries  on  a  consolidated  basis  and  all
references  to  consolidated  and  consolidating  financial statements shall be
deemed to refer to undersigned alone and to undersigned's  financial statements
alone, respectively, but shall remain applicable in all other respects.

Dated: March 28, 1996       ARTISTIC GREETINGS INCORPORATED

                                        By:/s/ Thomas C. Wyckoff

                                        Print Name:__________________________

                                        Title: Senior VP and General Counsel



                  AMENDMENT AND WAIVER AGREEMENT

   AMENDMENT AND WAIVER AGREEMENT (THE "Agreement") dated March 28, 1996 by
and  between  ARTISTIC GREETINGS INCORPORATED, a Delaware corporation  (the
"Borrower"), and  THE  CHASE  MANHATTAN  BANK,  N.A.,  a  national  banking
association (the "Bank").

                          R E C I T A L S

   1.   The  Borrower  and the Bank have entered into a Term Loan Agreement
dated as of March 31, 1995  (the  "Term  Loan  Agreement)  and  a  Security
Agreement  dated  as of March 31, 1995 (the "Security Agreement"), and,  in
connection with the  transactions  contemplated by the Term Loan Agreement,
the borrower executed a Term Promissory  Note  in  favor  of the Bank dated
March 31, 1995 (the "Note"; the Term Loan Agreement, the Security Agreement
and  the  Note  are  hereinafter  referred  to  collectively  as the  "Loan
Documents").

   2.   The  Borrower is in default under the Loan Documents by  reason  of
the violation  of  certain  covenants  in  the  Term Loan Agreement and the
Security Agreement.

   3.   The  Borrower  and  Marine  Midland  Bank ("Marine  Midland")  have
entered into a Revolving Credit Agreement dated  as  of  March 8, 1996 (the
"Marine Credit Agreement"), and a Security Agreement dated  as  of March 8,
1996  (the  "Marine  Security  Agreement")  an Amendment, Modification  and
Waiver  Agreement  dated  as of March 8, 1996 (the  "Marine  Amendment  and
Waiver Agreement"; the Marine  Credit  Agreement, Marine Security Agreement
and  Marine  Amendment and Waiver Agreement  are  hereinafter  collectively
referred to as  the  "Marine  Loan  Documents")  for the purpose of waiving
certain defaults of the Borrower under a pre-existing  line  of  credit and
certain  other  loan documents between the Borrower and Marine Midland  and
for  the purpose of  terminating  such  pre-existing  line  of  credit  and
refinancing the amounts outstanding thereunder.

   4.   The  Borrower,  the  bank  and  Marine  Midland have entered into a
letter agreement (the "Letter Agreement") dated March  8,  1996 relating to
certain  equipment  securing  an  equipment  loan  from  Marine Midland  to
Borrower.

   5.   The Borrower and the Bank have agreed to amend, restate and replace
the Term Loan Agreement and the Note with an Amended Term  Promissory  Note
(the  "Amended  Note") in substantially the form attached hereto as EXHIBIT
A.

   NOW, THEREFORE,  in  consideration  of  the  mutual  promises  contained
herein, the Borrower and the Bank hereby agree as follows:

   1.   WAIVER OF DEFAULTS.  The Bank hereby waives the following:

        (a)  Through the date of this Agreement, any defaults arising under
paragraph 1, paragraph 2 and paragraph 3 of Term Loan Agreement.

        (b)  Through  the  date  of  this  Agreement, any events of default
under paragraphs 3(b), 3(c), 3(d) and 3(f) of the Note.

        (c)  Through the date of this Agreement, events of default, if any,
arising under the Security Agreement.

        (d)  Any  default  under  the  Loan Documents  resulting  from  the
execution, delivery and performance of the  Marine  Loan  documents and the
transactions contemplated thereby.

   2.   PRE-PAYMENT.   The Borrower shall on the date hereof  make  a  pre-
payment  to the Bank of $125,000  (the  "Pre-Payment").   Such  Pre-Payment
shall be applied against the principal amount outstanding under the Note.

   3.   TERM  LOAN  AGREEMENT  AND  NOTE.  The Bank and the Borrower hereby
agree to terminate the Term Loan Agreement  and  the  Note and replace them
with the Amended Note.  The remaining principal balance  outstanding  under
the  Note  of  $2,733,337.00  shall be deemed outstanding under the Amended
Note.

   4.   RESTRUCTURING FEE.  Borrower shall pay to Bank on the date hereof a
restructuring fee equal to $6,833.34.

   5.   AMENDMENT TO SECURITY AGREEMENT.

        (a)  The Bank and the Borrower hereby amend paragraphs (a), (c) and
(f) of the "FURTHER WARRANTIES  AND  COVENANTS  OF  DEBTOR"  section of the
Security  Agreement by including therein exceptions for (i) certain  liens,
security interests  and  filings  granted to Marine Midland in the items of
equipment identified on Schedule A to the Amended Note ("Schedule A"), (ii)
liens, security interests and filings  granted  to  Southern  Tier Economic
Growth in the items of equipment identified on Schedule A and (iii)  liens,
security  interest  and filings granted or to be granted to secure purchase
money indebtedness permitted under the Amended Note.

        (b)  The Bank and the Borrower hereby amend the "EVENTS OF DEFAULT"
section of the security agreement by deleting Paragraphs (a) through (f) of
such section in their  entirety.   The  Bank  and the Borrower hereby agree
that  an occurrence of an event of default under  the  Amended  Note  shall
constitute and event of default under the Security Agreement.

        (c)  The  Bank  and  the Borrower hereby agree that to the extent a
term of the Security Agreement  is  inconsistent  with  the  terms  of  the
Amended Note, the terms of the Amended Note shall govern.

   6.   MARINE  MIDLAND LIENS.  The Bank and the Borrower hereby affirm the
Letter Agreement  relating  to  the  liens  of Marine Midland on the Marine
Equipment (as defined therein) and the liens  of  the  Bank  on  the  Chase
Collateral (as defined therein).

   7.   EXCHANGE  OF  TERM  LOAN AGREEMENT AND NOTE.  The Bank shall on the
date hereof deliver the original  Term  Loan  Agreement  and  the  Note  in
exchange for execution and delivery of the Amended Promissory Note.

   IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as
of the date written above.

                            ARTISTIC GREETINGS INCORPORATED


                            By:  /s/ Thomas C. Wyckoff
                                 Title:  Senior VP and General Counsel

                            THE CHASE MANHATTAN BANK, N.A.


                            By:  Debra Andrako
                                 Title: