CUNNINGHAM GRAPHICS INTERNATIONAL INC
8-K, 1999-02-09
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                February 3, 1999

                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
               (Exact name of Registrant as specified in Charter)


          New Jersey                      0-24021                22-3561164
(State or Other Jurisdiction            (Commission            (IRS Employer
       of Incorporation)                File Number)         Identification No.)


629 Grove Street, Jersey City, New Jersey                     07310             
(Address of principal executive office)                     (Zip Code)


Registrant's telephone number including area code:  (201) 217-1990


- --------------------------------------------------------------------------------
          (Former name or Former Address, if Changed Since Last Report)



<PAGE>



Item 2.  Acquisition or Disposition of Assets

     On February  3, 1999,  Cunningham  Graphics  Realty,  L.L.C.,  a New Jersey
limited liability company  ("Realty"),  of which the Company is the sole member,
purchased the real  property and  improvements  commonly  known as 5 Burma Road,
Jersey City, New Jersey (the "Premises") for a purchase price of $5,525,000 from
Willco Associates 1, L.L.C. ("Willco 1"). The Premises were previously used as a
paper  warehouse.  The Company  intends to renovate the Premises and relocate to
the Premises its existing operations in Jersey City and Midtown New York.

     Realty also has a contract with Willco  Associates 2, L.L.C.  ("Willco 2"),
an affiliate of Willco 1, for the  acquisition  of an unimproved  parcel of land
adjacent to the Premises,  for a purchase price of $975,000. The closing of such
transaction  is  contingent   upon  the  completion  of  certain   environmental
remediation to the  satisfaction of the New Jersey  Department of  Environmental
Protection.

     On February 3, 1999,  the Company and Realty also  obtained a mortgage loan
from Summit Bank, the Company's existing lender,  under which the bank agreed to
finance  $4,400,000  in  respect  of the  acquisition  of the  Premises  and the
unimproved parcel and $3,000,000 in respect of the cost of the improvements.

     The  portion of the  purchase  price for the  Premises  and the  unimproved
parcel  in  excess  of the loan  from the  bank  have and will be paid  from the
Company's available cash reserves.


                                       2
<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.     Description
- -----------     -----------

10.23           Loan  Agreement  dated  February  3,  1999  among  Summit  Bank,
                Cunningham Graphics International,  Inc. and Cunningham Graphics
                Realty, L.L.C.

10.24           Agreement  of  Sale  dated  October  28,  1998  between   Willco
                Associates-1, L.L.C. and Cunningham Graphics International, Inc.

10.25           Amendment  to Agreement  of Sale  between  Willco  Associates-1,
                L.L.C.  and  Cunningham  Graphics   International,   Inc.  dated
                February 3, 1999

10.26           Agreement  of  Sale  dated  October  28,  1998  between   Willco
                Associates-2,  L.L.C.  and  Cunningham  Graphics  International,
                Inc.

10.27           Amendment  to Agreement  of Sale  between  Willco  Associates-2,
                L.L.C.  and  Cunningham  Graphics   International,   Inc.  dated
                February 3, 1999

10.28           Assignment of Agreement of Sale



                                       3
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                     Cunningham Graphics International, Inc.
                                                 (Registrant)


Dated:  February  10, 1999           By:  /s/ Robert M. Okin             
                                          -------------------------------
                                          Name:  Robert M. Okin
                                          Title:  Executive Vice President and
                                          Chief Financial Officer



                                       4


                                 LOAN AGREEMENT
                                     BETWEEN
                                   SUMMIT BANK
                                     AS BANK
                                       AND
                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
                            A NEW JERSEY CORPORATION
                                       AND
                       CUNNINGHAM GRAPHICS REALTY, L.L.C.
                     A NEW JERSEY LIMITED LIABILITY COMPANY
                                   AS BORROWER
                                FEBRUARY 3, 1999


<PAGE>


                                      INDEX

                                                                            PAGE
                                                                            ----
Section 1 - DEFINITIONS.....................................................   1
Section 2 - THE LOANS.......................................................   8
Section 3   CONDITIONS PRECEDENT ...........................................  13
Section 4 - SECURITY........................................................  20
Section 5 - REPRESENTATIONS AND WARRANTIES..................................  20
Section 6 - COVENANTS BY BORROWER...........................................  24
Section 7 - EVENTS OF DEFAULT...............................................  32
Section 8  - BANK'S RIGHTS AND REMEDIES.....................................  35
Section 9 - BORROWER'S RIGHTS AND REMEDIES..................................  38
Section 10 - MISCELLANEOUS PROVISIONS.......................................  38


<PAGE>



                                 LOAN AGREEMENT

     THIS  AGREEMENT  entered  into this 3rdday of  February,  l999 by and among
CUNNINGHAM GRAPHICS INTERNATIONAL,  INC., a corporation organized under the laws
of the  State of New  Jersey,  CUNNINGHAM  GRAPHICS  REALTY,  L.L.C.,  a limited
liability company organized under the laws of New Jersey and SUMMIT BANK, a bank
organized  and  existing  under  and by  virtue  of the laws of the State of New
Jersey.

                                    SECTION 1
                                   DEFINITIONS

     1.1 The following  terms as used in this Agreement  shall have the meanings
hereinafter provided:

     "Advances": Extensions of credit under any loan.

     "Affidavit": The Affidavit in the form annexed hereto as Schedule 3.1(t).

     "Affiliate":  Any Person or any group  acting in concert in respect of such
Person that directly or indirectly,  through one or more Persons,  is in control
of, is controlled by, or is under common control with such Person.

     "Agreement":  The contents hereof together with the contents of any and all
Schedules and Riders  annexed  hereto and all other  agreements,  instruments or
documents  executed or  delivered  in  connection  herewith,  including  without
limitation, the Loan Documents.

     "Appraisal": The appraisal described in section 3.1.(2) of this Agreement.

     "Appraiser": An MAI appraiser designated or approved by Bank.

     "Architect":  Allen Feld or such other  architect or  architects  as may be
engaged by Borrower from time to time in connection with the  Improvements  with
Bank's prior written approval, which shall not be unreasonably withheld.

     "Architect's  Agreement":  The agreement between the Architect and Borrower
wherein  Architect  agrees to render certain  services to Borrower in connection
with the Project.

     "Architect's Certification": A certain letter delivered by the Architect to
the Bank in connection  with the execution and delivery of this Agreement in the
form annexed hereto as Schedule 3.2(c).

     "Assignment of Agreements Affecting Real Estate": The assignment to Bank of
Borrower's  interest  in all  licenses,  permits,  approvals,  certificates  and
agreements  issued by any  Governmental  Authority (as  hereinafter  defined) to
Borrower, together with contracts, subcontracts, agreements, service agreements,
rights, warranties and purchase orders executed by or on behalf of Borrower, all
in connection with the Improvements,  executed and delivered on the date hereof,
and all as more particularly set forth therein.



<PAGE>

     "Assignment of Architect's Agreement": The assignment to Bank of Borrower's
interest in the  Construction  Agreement,  executed  and  delivered  on the date
hereof,  together with an  acknowledgement  of and consent to such Assignment by
the Principal  Contractor in the form annexed  hereto as Schedule  3.2(k)(A) and
3.2(k)(B), respectively.

     "Assignment of Construction  Management Agreement":  The assignment to Bank
of Borrower's interest in the Construction  Management  Agreement,  executed and
delivered on the date hereof,  together  with  acknowledgment  of and consent to
such  Assignment  by the  Construction  Manager in the forms  annexed  hereto as
Schedules 3.2(j)(A) and 3.2(j)(B), respectively.

     "Assignment  of Contracts":  The collective  reference to the Assignment of
Agreements   Affecting  Real  Estate,   Assignment  of  Architect's   Agreement,
Assignment of  Construction  Management  Agreement,  and Assignment of Plans and
Specifications,  such Assignments having been executed and delivered on the date
hereof.

     "Assignment  of Leases and Rents":  The assignment to Bank of Tenant Leases
and the rents  derived  therefrom,  such  assignment  having been  executed  and
delivered on the date hereof.

     "Assignment  of  Plans  and  Specifications":  The  assignment  to  Bank of
Borrower's interest in all plans, specifications,  surveys, drawings and reports
between Borrower and any other party,  existing as of the date hereof or created
in the future with respect to the  Improvements,  executed and  delivered on the
date hereof, and all as more particularly set forth therein.

     "Bank":  Summit Bank, a bank  organized and existing under and by virtue of
the laws of the State of New Jersey.

     "Bank's  Rights and  Remedies":  All of the rights and remedies of the Bank
described in Section 8.

     "Borrower":  Unless the context  otherwise  indicates,  Borrower shall mean
individually  and collectively  and jointly and severally,  Cunningham  Graphics
International,  Inc., a New Jersey corporation,  and Cunningham Graphics Realty,
L.L.C., a New Jersey limited liability company, and their respective  successors
and assigns.

     "Borrowing  Certificate":  The  Certificate  in the form annexed  hereto as
Schedule 3.2(d).

     "Business  Day":  Any day except  Saturday  or Sunday or other day on which
Banks in the State of New Jersey are authorized or required to close.

     "Collateral": The Construction Documents.

     "Commencement  Date":  The  date of  commencement  of  construction  of the
Improvements.

     "Completion Date": December 31, 1999.



                                       2
<PAGE>

     "Construction Advance": An advance of the Construction Loan for the purpose
of construction of the Improvements.

     "Construction  Documents":  The  collective  reference to the  Construction
Management  Agreement,  all other contracts  between Borrower and any architect,
contractor,  subcontractor,  Construction Manager or materialman,  the Plans and
Specifications, and Permits.

     "Construction  Loan": The loan to be made as provided in Subsection  2.1(b)
below,   in  the   maximum   principal   amount   of  [THREE   MILLION   DOLLARS
($3,000,000.00)].  The amount of the  Construction  Loan is included in the face
amount of the Note. The  description of the  Construction  Loan and the Mortgage
Loan  as  separate  loans,  and  the  use of the  defined  term  "Loans"  is for
convenience  of reference  only,  and the Loans shall  nevertheless  be deemed a
single loan evidenced by the Note.

     "Construction  Loan  Period":  The  period  commencing  on the date of this
agreement  and ending on the earlier of (i) December 31, 1999,  or (ii) the date
on which a permanent Certificate of Occupancy is issued for the Improvements.

     "Construction  Manager":   Cosenza  &  Associates,   Inc.,  or  such  other
Construction Manager or Managers as may be engaged by Borrower from time-to-time
in connection with the Improvements,  with the Bank's prior approval which shall
not unreasonably be withheld.

     "Construction Management Agreement": The agreement between the Borrower and
the  Construction  Manager  described in  Subsection  3.2(e)  providing  for the
construction  of the  Improvements,  as the same may be amended or  supplemented
from time to time with Bank's prior written approval.

     "Consulting  Professional":  Such licensed  professional  architectural  or
engineering consultant as Bank may engage (or who may be an employee of Bank) to
examine the Plans and  Specifications,  changes in the Plans and  Specifications
and cost breakdowns and estimates,  to make periodic inspections of the work and
construction  of the  Improvements  on Bank's  behalf,  and to advise and render
reports to Bank.

     "Default  Rate":  The  Interest  Rate  plus 2% per  annum,  not to  exceed,
however, the maximum amount permitted by law.

     "Engineer":  The engineer or firm of engineers retained by the Architect or
Construction  Manager to provide  engineering  services in  connection  with the
Improvements.

     "Environmental  Remediation  Agreement":  Individually and collectively the
Environmental  Remediation  Agreements  to be  delivered  by the  Seller  of the
Premises  to  Cunningham   Graphics   Realty,   L.L.C.  in  form  and  substance
satisfactory to the Bank.

     "ERISA": The Employee Retirement Income Security Act of 1974, as amended.

     "Event of Default": Any of the events described in Section 7 below.

     "First Advance": The first advance of Construction Loan from the Investment

                                       3
<PAGE>

Account described in Section 2.4.

     "Funds  Transfer  Agreement":  The  Funds  Transfer  Agreement  in the form
annexed hereto as Schedule 3.1(w).

     "GAAP":  Generally accepted  accounting  principles in the United States of
America consistently applied.

     "Guaranty":  The  Guaranty in the form  annexed  hereto as Schedule  3.1(p)
hereof delivered by each U.S. Subsidiary.

     "Guarantor": Cunningham Graphics, Inc. and any other U.S. Subsidiary now or
hereafter organized or acquired, and their respective successors and assigns.

     "Improvements":  The  improvements  to be constructed  and installed on the
Premises (as herewith  defined) in accordance with the Plans and  Specifications
(as hereinafter  defined) and pursuant to the Permits (as hereinafter  defined),
consisting of all construction necessary, all as shown on the Plans.

     "Interest Rate": Seven and one-half (7-1/2%) percent per annum.

     "Investment  Management  Account  Agreement":   The  Investment  Management
Account Agreement annexed hereto as Schedule 3.1(x).

     "Lease":  Any lease  executed by Borrower as landlord  and a Tenant for the
occupancy  of  space in the  building  on the  Premises,  or for any part of the
Premises,  including  without  limitation  the Lease annexed  hereto as Schedule
3.1(ll).

     "Liens":  All  mortgages,   chattel  mortgages,   liens,   judicial  liens,
encumbrances, security interests, charges, pledges, hypothecations, assignments,
assignments of accounts  receivable,  conditional  sale or other title retention
agreements,  and the  like,  relating  to any  personal  and  moveable  property
interest of the Borrower, whether legal or equitable.

     "Loans":  The Construction  Loan and the Mortgage Loan,  collectively.  The
description of the  Construction  Loan and the Mortgage Loan as separate  loans,
and the use of the defined term "Loans" is for  convenience  of reference  only,
and the Loans shall nevertheless be deemed a single loan evidenced by the Note.

     "Loan  Commitment  Fee": A  non-refundable  fee in the amount of $74,000.00
payable by Borrower to Bank,  which  amount is equal to one percent  (1%) of the
Loan. The Loan  Commitment Fee is in addition to all other costs and expenses to
be paid or reimbursed by Borrower.

     "Loan Documents": This Agreement, the Note, the Mortgage, the Assignment of
Contracts,  the Guaranty,  the Assignment of Leases and Rents, the Environmental
Rider, the Powers of Attorney, and all other documents and instruments from time
to time  evidencing  or  securing  the Loans  (or  either of them) and any other
documents or  instruments  executed by Borrower or Guarantor (or either of them)
in connection with the Loans.



                                       4
<PAGE>

     "Maturity  Date":  March 1, 2009 or such later date as the same may be from
time to time extended at the sole option of the Bank.

     "Memorandum  of  Agreement":  That certain  Memorandum  of Agreement by and
among the Seller of the Premises,  Cunningham Realty,  L.L.C. and the New Jersey
Department of Environmental Protection dated on or about February 3, 1999.-

     "Mortgage":  The  Mortgage  given by Borrower to Bank dated the date hereof
encumbering the Premises,  in the principal  amount of $7,400,000.00 as security
for the Loans, in the form annexed hereto as Schedule 3.1(k).

     "Mortgage  Loan":  The mortgage  loan to be made as provided in  Subsection
2.1(a)  below,  in the aggregate  principal  amount of Four Million Four Hundred
Thousand Dollars ($4,400,000.00)

     "Note":  The promissory  note in the form annexed hereto as Schedule 3.1(b)
executed by Borrower and delivered to Bank in the amount of $7,400,000.00  dated
the date hereof,  which  evidences the Loans and any notes in renewal thereof or
subsections or replacement therefor.

     "Obligations": All loans, advances, indebtedness, notes, letters of credit,
guaranties,  agreements,  liabilities and amounts,  liquidated or  unliquidated,
each of every kind, nature and description, of the Borrower and its Subsidiaries
to or with  the  Bank,  whether  arising  under  this  Agreement  or  otherwise,
including,  without  limitation,  principal  and  interest,  charges,  expenses,
attorney's fees, and whether secured or unsecured,  direct or indirect, absolute
or contingent, joint or several, due or to become due, now existing or hereafter
contracted  (including  without  limitation any participation or interest of the
Bank in any obligation of the Borrower or such  Subsidiaries to others) acquired
outright,  conditionally  or as collateral  security  from another,  and whether
incurred  by  the   Borrower  as   principal,   surety,   endorser,   guarantor,
accommodation  party or  otherwise,  together with any  extensions,  renewals or
modifications  thereof,  and also including any relationship whereby the obligor
is bound to render a performance in favor of an obligee.

     "PBGC": The Pension Benefit Guaranty Corporation.

     "Permits": All consents,  approvals, licenses and building permits required
for  construction,  completion,  occupancy and operation of the  Improvements in
accordance  with all  Requirements  of Law  affecting  the Real Property and the
Improvements.

     "Permitted  Exceptions":  The matters shown on Schedule B, Section 2 of the
Title  Commitment,  and any other exceptions to title to the Mortgaged  Property
which Bank or its counsel may have heretofore or hereafter approved in writing.

     "Permitted Lien":

          (i) Liens for taxes, assessments or other governmental charges not yet
     due and payable;

          (ii) Statutory Liens of Landlords, carriers, warehousemen,  mechanics,
     materialmen  and other similar Liens imposed by law,  which are incurred in
     the  ordinary  course of


                                       5
<PAGE>

     business  for sums not more than thirty (30) days  delinquent  or which are
     being contested in good faith; provided that a reserve or other appropriate
     provision  shall  have  been  made  therefor  and the  aggregate  amount of
     liabilities secured by such Liens is less than $50,000.00.

          (iii)  Liens  (other  than  any Lien  imposed  by ERISA or any rule or
     regulation  promulgated  thereunder)  incurred  or  deposits  made  in  the
     ordinary  course of  business  in  connection  with  workers  compensation,
     unemployment insurance and other types of social security, or to secure the
     performance of tenders,  statutory  obligations,  surety, stay, customs and
     appeal  bonds,  bids,  leases,   government  contracts,   trade  contracts,
     performance    and    return   of   money    bonds   and   other    similar
     obligations(exclusive of obligations for the payment of borrowed money);

          (iv) Deposits,  in an aggregate amount not to exceed  $100,000.00 made
     in the  ordinary  course of  business  to  secure  liability  to  insurance
     carriers;

          (v) Liens for  purchase  money  obligations,  provided  that:  (a) the
     purchase  of the  asset  subject  to any such Lien is  permitted  under the
     Revolving Line of Credit; (b) the indebtedness  secured by any such Lien is
     permitted under  Subsection  6.21; and (c) any such Lien encumbers only the
     asset so purchased;

          (vi) Any  attachment  or judgment  Lien not  constituting  an Event of
     Default under Section 7;

          (vii)  Easements,  rights  of way,  restrictions,  and  other  similar
     charges or encumbrances  not  interfering in any material  respect with the
     ordinary conduct of the business of Borrower or any of its Subsidiaries;

          (viii) Any interest or title of a lessor or sublessor  under any lease
     permitted by Section 6.21(d);

          (ix) Liens in favor of the Bank; and

          (x) Liens  existing on the date  hereof and  renewals  and  extensions
     thereof, which Liens are set forth on Schedule 5.8 hereof.

     "Person": Any individual,  sole proprietorship,  corporation,  partnership,
association,  limited liability  company,  joint stock company,  trust,  estate,
unincorporated  organization,  joint venture,  company,  entity, party, court or
government or political subdivision or agency thereof.

     "Plan": Any plan subject to the minimum funding requirements of Section 412
of the Internal Revenue Code of 1986, as amended.

     "Plans  and   Specifications":   The  plans  and   specifications  for  the
construction of the of the Improvements, prepared by the Architect and certified
to Bank,  all of which shall be subject to approval by Bank,  including  without
limitation such amendments  thereto as may from time to time be made by Borrower
and the Architect and/or the Construction Manager.

     "Premises":  That certain  real  property  commonly  known as 5 Burma Road,
Jersey 


                                       6
<PAGE>

City,  New  Jersey  upon  which  the  Improvements  will  be  constructed.  Upon
acquisition,  the  Premises  shall also include the real  Property  located at 1
Thomas  McGovern  Boulevard,  Jersey  City,  New Jersey.  The  Premises are more
particularly described in the Schedule to the Mortgage.

     "Project":  The  construction  of  the  Improvements  on the  Premises,  as
specified in the Plans.

     "Project Budget":  The budget for Borrower's use of the Construction  Loan,
as more particularly set forth on Schedule 3.1(y) hereto.

     "Real  Property":   The  collective  reference  to  the  Premises  and  the
Improvements and any other real property encumbered by a Mortgage.

     "Reportable Event": As such term is defined in Title IV of ERISA.

     "Responsible Officer": A president, vice president, chief operating officer
or secretary or other authorized  signatory of any Person, or such other officer
or agent thereof as is approved in writing by Bank.

     "Requirement of Law": As to any Person,  the  certificate of  incorporation
and by-laws or trust agreement or other organizational or governing documents of
such Person,  and any law,  treaty,  rule or regulation,  or determination of an
arbitrator or a court or other Governmental  Authority,  in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject;  and, as to the Real  Property,  any  applicable
environmental,  zoning or building use and land use laws,  ordinances,  rules or
regulations  of  any  Governmental  Authority  or  agency,  and  any  applicable
covenants and restrictions.

     "Revolving Line of Credit":  The Revolving Line of Credit made available to
Borrower pursuant to Section 2.1 of the Credit and Security Agreement dated July
9, 1998 between Borrower and Bank.

     "Security  Agreement":  The  Security  Agreement  executed by the  Borrower
substantially in the form annexed hereto as Schedule 3.1(kk).

     "Security Documents":  Each and all of the documents executed and delivered
by Borrower  to Bank that secure the amounts  owed by Borrower to Bank under the
Loan Documents,  including but not limited to the Mortgage and the Assignment of
Leases and Rents.

     "Subsidiary":  Any corporation more than a majority (by number of shares or
votes) of the  common  stock  which is at the time  owned or  controlled  by the
Borrower or a direct or indirect Subsidiary of the Borrower.

     "Tenant":  Any  person  who  occupies  any  space  in the  building  on the
Premises, or any part of the Premises.

     "Tenant  Leases":  Any agreement by and between  Borrower and any Tenant(s)
that


                                       7
<PAGE>

governs the occupancy of any space in the building on the Premises,  or any part
of the Premises.

     "Title  Commitment":  Title  Commitment  No.24,520  issued by Hudson Realty
Abstract, as agent for Stewart Title Insurance Company.

     "Title  Company":  Stewart Title Insurance Co., or such other title company
as may be approved by Bank.

     "Total Funded Debt": The outstanding  principal amount of all borrowings of
the Borrower,  including without limitation, bank borrowings and borrowings from
other Banks,  and borrowings made pursuant to securities  issued and sold by the
Borrower, and borrowings where interest is inputted in accordance with GAAP plus
the outstanding  amounts due under capitalized  leases, but excluding,  however,
trade debt incurred in the ordinary course of Borrower's business.

     "U.S. Subsidiary": Any Subsidiary of Borrower organized under the laws of a
state within the United States of America.

     1.2 Any accounting  terms used in this Agreement which are not specifically
defined shall have the meanings  customarily  given  thereto in accordance  with
GAAP.

     1.3 Terms such as "accounts",  "accounts  receivable",  "contract  rights",
"letters  of  credit",  "advices",  "confirmations",   inventory",  "equipment",
"instruments",   "chattel  paper",   "documents  of  title",  "goods",  "general
intangibles",  "account debtors",  "proceeds",  "products", and the like, shall,
unless other-wise  specifically  defined herein, have the meanings applicable to
them for the  purposes  of  Article  9  (Secured  Transactions)  of the  Uniform
Commercial  Code in force and  effect in the State of New  Jersey at the date of
this Agreement.

                                    SECTION 2
                                    THE LOANS

     2.1  Agreements to Lend and to Borrow:  (a) Subject to the  conditions  and
upon the terms  herein  provided,  Bank agrees to lend to Borrower  and Borrower
also agrees to borrow from Bank the  Mortgage  Loan in the  principal  amount of
FOUR MILLION,  FOUR HUNDRED  THOUSAND  DOLLARS  ($4,400,000.00),  which Borrower
shall use to pay a  portion  of the  purchase  price of the  Premises,  which is
$6,500,000.00.  Borrower will, at closing,  pay the balance of the said purchase
price  from  its  existing  cash  reserves.  The  Mortgage  Loan  shall  be made
simultaneously with Borrower's purchase of the Premises.

     2.1  (a)(i)  The  Mortgage   Loan  shall  be  madein  the  full  amount  of
$4,400,000.00  but shall be disbursed as follows:  The first advance shall be in
the amount of  $3,425,000  and shall be used to fund a portion  of the  purchase
price of the real  property and  improvements  thereon  located at 5 Burma Road,
Jersey City, New Jersey and shall be made  simultaneously  upon the execution of
this Agreement by the parties.

     2.1(a)(ii)  The second advance shall be in the amount of $975,000 and 


                                       8
<PAGE>

shall be used to fund a portion of the  purchase  price of the  unimproved  real
property located at 1 Thomas McGovern Boulevard,  Jersey City, New Jersey. Until
the second advance is required, the balance of the proceeds of the Mortgage Loan
will be invested in the manner  applicable to the Construction  Loan as provided
in  Subsection  2.4.  At the  closing of the  purchase  of the  Thomas  McGovern
Boulevard property,  the Bank shall fund the second advance of the Mortgage Loan
as set forth above. In the event the purchase of the Thomas  McGovern  Boulevard
property is not  purchased  on or prior to August 31, 1999,  the Borrower  shall
have the right,  upon two (2) days notice to Bank, to have the Bank disburse the
said $975,000 from the Investment  Account  referred to in Subsection 2.4 and to
reduce the amount of the Note and  Mortgage in like  amount.  In such case,  the
monthly  installments  payable on the Note  shall be  adjusted  accordingly  and
appropriate  modifications  to the  Note and  Mortgage  shall  be  executed  and
delivered by the parties, in form and substance  satisfactory to the parties and
their respective counsel.  The modification of the Mortgage shall be recorded in
Hudson County.

     2.1(a)(iii)  Satisfaction of all the conditions  precedent to the making of
the first advance under the Mortgage Loan set forth in this  Agreement  shall be
conditions  precedent  to the making of the second  advance  under the  Mortgage
Loan.  More  specifically,  but not by way of  limitation,  the Borrower will be
required  to  procure  and  deliver a  mortgage  (or at the  option  of Bank,  a
Modification of Mortgage),  in form and substance substantially identical to the
Mortgage, Environmental Remediation Agreement, Memorandum of Agreement, a policy
of title insurance, the other insurance required by this Agreement,  appropriate
affidavits and certificates,  lien and judgment  searches,  assignments and each
and every other document required by this Agreement in connection with the first
advance  of the  Mortgage  Loan,  except  that to the  extent  the  transactions
contemplated by the second advance are, in the judgment of counsel for the Bank,
approved in the resolutions delivered in connection with the first Mortgage Loan
advance, no additional resolutions need be delivered. In addition, no additional
certificates  of  incorporation  or  formation,  good standing  certificates  or
incumbency  certificates  need  be  delivered  provided  that a duly  authorized
officer of Borrower delivers an appropriate  certificate  covering these matters
at the time of the second advance.

     (b) Subject to the conditions and upon the terms herein provided, Bank also
agrees  to lend to  Borrower,  and  Borrower  agrees  to  borrow  from  Bank the
Construction  Loan in the maximum  principal  amount not to exceed THREE MILLION
DOLLARS ($3,000,000.00).

     2.2  Note:  The  Loans  shall  be   collectively   evidenced  by  the  Note
representing  the  obligation  of the Borrower to pay to Bank SEVEN MILLION FOUR
HUNDRED THOUSAND DOLLARS ($7,400,000). The Note matures on the Maturity Date and
bears  interest at the  Interest  Rate from the date  hereof on the  outstanding
principal amount thereof until such amount shall become due and payable (whether
at the stated  maturity,  by  acceleration  or otherwise)  and thereafter at the
Default  Rate  until paid in full (both  before  and after  judgment).  The Note
provides that interest  shall be payable  monthly in arrears on the first day of
each calendar month, commencing on April 1, 1999.

     2.3 Use of  Construction  Loan Funds:  All of the  Construction  Loan funds
shall be allocated to hard costs of  construction.  No part of the  Construction
Loan is budgeted for any soft costs or for an interest  reserve.  



                                       9
<PAGE>

     2.4 Procedure for Construction Loan Borrowing: The Project Budget, attached
hereto and made a part of this  Agreement  as  Schedule  3.1(y),  indicates  the
allocation of the Construction  Loan contemplated to be used for construction of
the  Improvements.  The  entire  proceeds  of the  Construction  Loan  shall  be
disbursed  at the  Mortgage  Closing  but shall be  deposited  in an  Investment
Account (the  "Investment  Account") by Bank  pursuant to the form of Investment
Management Account Agreement as set forth in Section 3.1(x) and invested for the
benefit of Borrower.  These funds shall be disbursed from the Investment Account
in accordance with the following procedures:

     (a) Prior to any advance by Bank to Borrower, Borrower must provide to Bank
satisfactory  evidence that it has obtained all necessary  permits and approvals
in connection with construction of the  Improvements,  and that all Requirements
of Law in connection therewith have been satisfied.

     (b)  Requisitions  for  advances  shall be made  directly  to Bank on forms
acceptable  to Bank not more  frequently  than once per month.  The  requisition
forms shall list the original cost breakdown approved by Bank, together with the
cost of the work in place of each item and the  balance  remaining  to  complete
each item.  Each  requisition  form shall be  certified  by the Borrower and the
Architect or Construction Manager.

     (c)  Requisition  for  advances  shall  be  equal  to the  cost of the work
completed.

     (d)  Provided  that  Borrower has  satisfied  the  conditions  set forth in
Subsection  2.4(a)  above,  Bank shall  make  actual  advances  to  Borrower  in
accordance with the terms hereof, but only after:

     2.4(d)(i)  Satisfactory  inspection  of the  Project  by  Bank  and/or  its
authorized   designee  and  issuance  of  reports  and  certification  that  the
improvements  in place,  to the point of advance (by trade and cost breakdown on
an item by item basis) have been completed in a good and  workmanlike  manner in
accordance with all Plans and Specifications  previously approved by Bank and as
required by all inspecting governmental  authorities having jurisdiction thereof
and that there remain  sufficient  funds available in the  Construction  Loan to
complete the Project.  The cost of such reports and certifications shall be paid
by the Borrower. Bank shall exercise reasonable efforts to cause each inspection
to be made not more  than  five (5)  business  days  following  receipt  of each
appropriate draw request.

     2.4(d)(ii)  Receipt  by Bank of a lien  search  certificate  from the Title
Company  indicating  that there are no liens on the Real Property except for the
lien of the Bank and Permitted Exceptions

     2.4(d)(iii)  Final  disbursement  shall be made  upon  satisfaction  of the
conditions   set  forth  herein  and  in  addition  upon  final   completion  of
construction  in  accordance  with the Plans and  Specifications,  receipt  of a
temporary or final  Certificate  of Occupancy,  and a certificate of substantial
completion made by parties to this Agreement reasonably satisfactory to Bank.

     2.4(d)(iv)  Borrower shall be in compliance with all other requirements and

                                       10
<PAGE>

conditions hereof, and there shall be no existing default hereunder.

     2.5 First  Advance:  Bank will make the First  Advance of the  Construction
Loan upon  satisfaction of the conditions set forth in Subsection  2.4(a) above,
and all conditions specified in Sections 3 and 4 below.

     2.6 Subsequent Advances.  Subsequent to the First Advance, applications for
advances are to be made upon the  satisfaction  of all  conditions  set forth in
this Section 2 and in Section 3 below. If any portion of such application  shall
be for an advance of the  Construction  Loan for payment to any  materialman  or
contractor who has performed work on the Improvements,  then it shall be subject
to Bank  receiving,  prior to the Borrowing  Date,  an inspection  report of the
Consulting  Professional  covering  the  progress of  construction,  substantial
conformity of such  construction  to the Plans and  Specifications,  quality and
quantity  of  materials  incorporated  into the  Premises  and  work  completed.
Applications  by Borrower  for advances for the payment of any other costs shall
be in  writing  and be  supported  by  such  evidence  as  shall  be  reasonably
acceptable to Bank. The making of any advance shall not be deemed an approval or
acceptance  by Bank of the work done prior to such  advance.  Any request for an
advance shall be binding on Borrower if signed by a Responsible Officer Although
no part of the Construction Loan has been allocated for the payment of interest,
or any  interest  payment date under the Note,  Bank may in its option,  advance
Construction Loan funds to itself to pay same, notwithstanding that Borrower may
have  requested  an advance of such date,  and Bank will  simultaneously  notify
Borrower of each such interest advance.

     2.7 [INTENTIONALLY LEFT BLANK]

     2.8 Budget Evaluation and Equity Injection.  If Bank or Borrower reasonably
estimates and  determines at any time that the amount of the  Construction  Loan
not yet advanced under  Subsection 2.6 above is  insufficient to pay the cost of
completing the Improvements in accordance  herewith and with the Plans, it shall
deliver  to  the  other,   within  five  (5)   Business   Days  of  making  such
determination,  a detailed  breakdown,  which, in the case of Bank's making such
determination,  shall be certified by the Consulting Professional,  and which in
the case of  Borrower's  making such  determination,  shall be  certified by the
Architect,  specifying those items in which the Project Budget is believed to be
insufficient,  the respective amounts thereof,  and the amount of such aggregate
funds  insufficiency (the "Funds  Insufficiency").  With respect to each advance
requested   subsequent  to  a   determination   of  the  existence  of  a  Funds
Insufficiency,  Bank shall, instead of being required to fund the full amount of
such request, be entitled to require Borrower to expend the amount of such Funds
Insufficiency  from its own funds  before Bank  advances any  additional  funds.
Borrower  may  request  to draw from  excess  amounts in other line items in the
Project  Budget to cover a Funds  Insufficiency;  provided that Bank  determines
that such excess amounts exist, then Bank may, in the exercise of its reasonable
discretion,  allow  such a draw  for  an  excess  amount.  In the  event  of any
disagreement between the Consulting  Professional and the Architect with respect
to a Funds Insufficiency, the determination of the Consulting Professional shall
control.

     2.9 Partial Advances.  If any or all conditions  precedent to an advance of
the Construction Loan have not been satisfied on the applicable  Borrowing Date,
Bank, in its


                                       11
<PAGE>

discretion,  may, but shall have no obligation to, disburse all or a part of the
requested advance.  If all conditions  precedent to an advance have been met but
the Consulting  Professional  advises Bank that the particular work or materials
which  are the  subject  of a  particular  line  item or items on the  Borrowing
Certificate,  as referred to in Subsection  3.2(d)  below,  are defective or not
substantially  in  accordance  with the  Plans  or  invoices  for  such  work or
materials,  or not yet properly the subject of an advance  hereunder,  Bank will
nevertheless fund the other line items which are not faulty.

     2.10 Payment of Principal and Interest.

     (a) The  Loan  shall  be for a term  of ten  (10)  years,  be  based  on an
amortization  of twenty (20) years,  and be repayable  in 119 equal  consecutive
monthly  installments of $60,687.12,  including accrued interest,  commencing on
April 1, 1999,  with a final  installment  of the entire  outstanding  principal
balance  of  $5,037,735.55  plus  all  accrued  but  unpaid  interest,  fees and
penalties,  if any, due and payable on the Maturity Date.  The principal  amount
outstanding  under the Loan shall bear interest at a fixed annual rate of 7 1/2%
per annum,  for the actual  number of days elapsed as if each full calendar year
consisted of three hundred sixty (360) days. If any part of the unpaid principal
balance of the Loan or the  interest  thereon  shall become past due (whether at
stated  maturity,  by  acceleration  or  otherwise)  interest  on the Loan shall
thereafter  be payable at an annual  rate equal to the  Default  Rate until such
overdue amount shall be paid in full. All accrued interest shall be paid monthly
on the first day of each month after the date hereof,  until the  principal  and
all interest thereon is fully paid. Any payment not made on or within 10 days of
its due date  will  result  in a late fee equal to 5% of the  payment  due.  All
payments of interest and principal, however designated by the Borrower, shall be
first applied on account of accrued interest and the remainder of such payments,
if any, on account of the unpaid principal balance.

     (b) In the event that any change in applicable law, regulation,  condition,
directive or  interpretation  occurs which (i) subjects the Bank to any tax with
respect to any amount paid or to be paid by the Bank under the Loan Documents or
changes the basis of  taxation  of  payments to the Bank on any amounts  payable
under the Loan  Documents  (other  than any tax  measured  by or based  upon the
overall net income of the Bank); or (ii) imposes,  modifies or deems  applicable
any  reserve  or deposit  requirements  against  the assets  held by the Bank in
connection with advances or payments by the Bank pursuant to the Loan Documents;
or (iii) imposes upon the Bank any other  condition  with respect to any amounts
paid or payable to or by the Bank;  and the result of any of the foregoing is to
increase the cost to the Bank of making any loans under the Loan  Documents,  or
to reduce the rate of return on the Bank's  capital to a level  below that which
the Bank would have achieved but for such event, then and in such event the Bank
shall deliver to the Borrower written notice of the happening of such event, and
the Bank shall be entitled to adjust the terms of the Loan  Documents to make up
any increased cost or reduction of payment or return  experienced by the Bank as
a result of such event.  In the event the Borrower is not in agreement with said
adjustment,  the  Borrower  shall  have the right to pay in full all  principal,
interest,  charges and sums due under the Loan Documents,  without consideration
of such adjustment, within ninety (90) days of such notice.

     (c) The Borrower  hereby  directs the Bank to debit the  Borrower's  Demand
Deposit  Account(s) on any date on which a payment is due under the Loans, in an
amount equal to such payment.  Any failure or delay by the Bank in debiting said
account for said payments


                                       12
<PAGE>

shall not be construed as a discharge or waiver of the Borrower's  obligation to
make such payments.

     2.11 Interest  Reserve.  As set forth in Section 2.3 above,  no part of the
Construction Loan is designated for use as an interest  reserve.  Borrower shall
make all interest payments from its own funds.

     2.12 Use of Proceeds.  The proceeds of the Construction  Loan shall be used
by Borrower for payment of costs specified in the Budget.

     2.13  Security/Collateral.  The Loans and all  amounts  owed under the Loan
Documents  shall at all times be  secured by a first  priority  lien on the Real
Property, pursuant to the Mortgage and the Security Documents.

         
                                    SECTION 3
                          CONDITIONS PRECEDENT TO LOANS

     Bank shall not be obligated to make the Mortgage  Loan or the  Construction
Loan  hereunder  until all of the  conditions  set forth in this Section 3 shall
have been satisfied.

     3.1 Closing Documents. Bank shall have received the following, each and all
of which must, where  applicable,  be duly executed and sealed and be reasonably
satisfactory to Bank in form and substance:

     3.1(a) This Agreement properly executed.

     3.1(b) The Note, in the form annexed hereto, as Schedule 3.1(b) .

     3.1(c) A  certified  copy of  resolutions  of the  Board of  Directors,  or
Members,  as the case may be, of each Borrower in form satisfactory to the Bank,
authorizing the execution, delivery and performance of this Agreement, the Note,
the Mortgage,  the other Loan Documents,  the Security Documents,  the Guaranty,
and any other  documents,  agreements,  instruments  or writings to be delivered
pursuant  to  this  Agreement,  the  transactions  contemplated  by  all  of the
foregoing  documents and all such other and further  actions in connection  with
this  Agreement as designated  officers of each Borrower may deem  necessary and
proper.

     3.1(d)  Certificates by the Secretaries or other authorized officer of each
Borrower and each U.S.  Subsidiary as to the  incumbency  and  signatures of the
respective officers of the Borrower and U.S. Subsidiaries designated to sign the
documents described in Section 3.

     3.1(e) Copy,  certified by the  respective  Secretary of each  Borrower and
each U.S.  Subsidiary,  of its  Certificate of  Incorporation  or Certificate of
Formation, as the case may be, and any amendments thereto.



                                       13
<PAGE>

     3.1(f)  Certificates  of the  Secretary  of  State  (or  other  appropriate
governmental  authority) of each state or  jurisdiction  of organization of each
Borrower and U.S.  Subsidiary dated within thirty (30) days prior to the date of
this Agreement,  as to the good standing (or equivalent status) of each Borrower
and each U.S. Subsidiary.

     3.1(g)  Copy of each  Borrower's  and each  U.S.  Subsidiary's  By-Laws  or
Operating  Agreement,  as the case may be, certified by its respective Secretary
or other authorized person.

     3.1(h) A Certificate,  satisfactory to the Bank in form and substance, of a
reputable  insurance  company,  licensed to conduct business in the State of New
Jersey and each jurisdiction where the Borrower and each U.S.  Subsidiary has an
office   evidencing   appropriate   insurance  as  required  by  Subsection  6.8
accompanied by evidence of the payment of the premiums therefor,  with mortgagee
loss payable endorsements naming Bank as an additional insured..

     3.1(i) The  opinions of Gibbons,  Del Deo,  Dolan,  Griffinger & Vecchione,
Sokol & Behot and  Margulies  Wind  Herrington  & Knopf,  in form and  substance
satisfactory to the Bank and its counsel.

     3.1(j) UCC Financing Statements  perfecting the Bank's security interest in
and lien on  (subject  only to such prior liens and  exceptions,  if any, as the
Bank previously shall have approved in writing) all the  Construction  Documents
and  Contracts  assigned to the Bank  pursuant to this  Agreement and all of the
Borrower's  equipment,  fixtures,  and other personal property,  if any, used in
connection with the operation of the Premises (as more particularly described in
the Mortgage),  now or hereafter  arising therefrom and whether or not installed
on or affixed thereto, condemnation awards and insurance proceeds.

     3.1(k) The Mortgage from Borrower to Bank.

     3.1(l) A certified  copy of  resolutions  of the Board of  Directors of the
Guarantor in form satisfactory to the Bank, authorizing the execution,  delivery
and  performance  of the  Guaranty  and Power of Attorney and all such other and
further actions in connection  therewith as designated officers of the Guarantor
may deem necessary and proper;

     3.1(m)  Copy,  certified by the  Secretary  of each  Borrower and each U.S.
Subsidiary of its Certificate of Authority to Transact  Business (or equivalent)
as a foreign  corporation  in the states (or other  jurisdictions)  set forth in
Schedule 5.1 annexed hereto;

     3.1(n)  Proof,  satisfactory  to the  Bank in form  and  substance,  of the
satisfaction,  termination  and  discharge  of any  Liens  other  than the Liens
created by this Agreement and the other Loan Documents and Permitted Liens;

     3.1(o) UCC,  federal  tax lien,  state tax lien,  and upper court  judgment
searches and  franchise tax lien  certificates  (or their  equivalent)  for each
Borrower and U.S. Subsidiary;  provided, however, that Borrower shall have sixty
(60) days  following  the date of this  Agreement to provide all  franchise  tax
certificates  required  hereunder showing that there are no


                                       14
<PAGE>

franchise taxes due. If franchise  taxes are due,  Borrower shall pay the entire
amount due within ten (10) days after  delivering the franchise tax certificates
to Bank;

     3.1(p) The Guaranty in the form  annexed  hereto as Schedule  3.1(p),  duly
executed by the Guarantor;
         
     3.1(q)  Assignment  of  Leases  and  Rents in the form  annexed  hereto  or
Schedule 3.1(q);

     3.1(r) Evidence of all zoning and planning  approvals and permits issued by
all governing  agencies having  jurisdiction over the Project.  All such Permits
shall be in final  unappealable form and to the extent that they are conditional
such conditions shall be acceptable to Bank.

     3.1(s) The Title  Commitment  for  issuance of an ALTA form of  mortgagee's
title  insurance  policy in the full  amount of the Loan.  The Title  Commitment
shall insure that the Mortgage  constitutes a valid, direct, first mortgage lien
in an aggregate  amount not less than the face amount of the Note upon the good,
marketable  title of the  Borrower in and to the  Premises  without  exceptions,
except Permitted Exceptions.

     3.1(t) Affidavit of Robert M. Okin.

     3.1(u) A Phase I  environmental  audit report,  prepared by an  independent
environmental   engineering   firm   satisfactory   to  Bank,   containing  such
environmental  information as necessary, in Bank's sole discretion, to assist in
the analysis and assessment of any potential hazardous or toxic waste conditions
on the Premises or adjacent  properties and which is otherwise  satisfactory  to
Bank in its sole discretion.

     3.1(v) Duly executed copies of all Loan Documents.

     3.1(w) Funds  Transfer  Agreement  in the form  annexed  hereto as Schedule
3.1(w) executed by the Borrower and the Guarantor;

     3.1(x) The  Investment  Management  Account  Agreement  in the form annexed
hereto as Schedule 3.1(x).

     3.1(y) The Project Budget in the form annexed as Schedule 3.1(y).

     3.1(z) An appraisal  prepared by the Appraiser that is satisfactory to Bank
in form and substance, and a loan to value ratio acceptable to Bank.

     3.1(aa) The Memorandum of Agreement in form and substance  satisfactory  to
Bank and its counsel;

     3.1(bb) An initial commitment fee in the amount of $74,000.



                                       15
<PAGE>

     3.1(cc)  Evidence that all past and current (if then due and payable) taxes
and  assessments  applicable to the Premises or the Real Property have been paid
in full.

     3.1(dd)(i)  A  survey  of the  Premises  satisfactory  to the  Bank and its
counsel,  which survey shall be certified to the Bank and the Title Company. The
survey shall show all parcels comprising the Premises,  dimensions and locations
of any Improvements,  easements,  rights of way, adjoining sites,  encroachments
and the  extent  thereof,  establishing  building  lines and street  lines,  the
distance to and names of the nearest intersecting streets and such other details
as the Bank may reasonably request.

     3.1(dd)(ii)  An Affidavit of No Change from the Seller of the Premises with
respect to the above Survey, in form and substance  satisfactory to the Bank and
its counsel.

     3.1(ee) Certificates or other evidence of the insurance required by Section
6.8 hereof,  along with proof of payment of premiums therefor and "All Risk" and
builders risk insurance policies,  with extended coverage,  written by a company
reasonably satisfactory to the Bank, with a standard mortgagee clause running in
favor of the Bank. The amount of coverage  unless  prohibited by law will be not
less than the greater of (x) 100% of the  insurable  value of the  Premises,  as
improved by the  Improvements  (including  the Borrower's  fixtures,  equipment,
etc., but excluding land) and (y) the maximum principal balance of the Loan.

     3.1(ff)  All other  closing  documents,  in form and  substance  reasonably
satisfactory  to  Bank  and its  counsel,  which  Bank  ordinarily  requires  in
connection  with the funding of the acquisition of real property and the funding
of construction thereon, including,  without limitation,  affidavits of title of
seller and purchaser, Notice of Settlement, and title endorsements.

     3.1(gg) Environmental Remediation Agreements.

     3.1(hh) [INTENTIONALLY LEFT BLANK]

     3.1(ii)[INTENTIONALLY LEFT BLANK]

     3.1(jj) Duly executed counterparts of the Construction Documents.

     3.1(kk)  The  Security  Agreement  in the form  annexed  hereto as Schedule
3.1(kk).

     3.1(ll) Lease between  Cunningham  Graphics  Realty,  L.L.C. and Cunningham
Graphics, Inc.

     3.2 Additional  Closing  Documents for Advances.  Prior to making the First
Advance or any subsequent  Advances from the Investment Account for construction
of the  Improvements,  Bank shall received the following,  each and all of which
must be reasonably satisfactory to Bank in form and substance:

     3.2(a)  Invoices or other evidence  satisfactory to Bank  documenting  each

                                       16
<PAGE>

item included in the First Advance.
         
     3.2(b)  Construction  Cost Breakdown in the form annexed hereto as Schedule
3.2(c).

     3.2(c) The Architect's or Construction Manager's Certification, executed by
the Architect or Construction Manager, as the case may be.

     3.2(d)  A   Borrowing   Certificate,   in  the  form   annexed   hereto  as
Schedule3.2(d),  dated the  Borrowing  Date,  with  appropriate  insertions  and
attachments in form and substance satisfactory to Bank and its counsel, executed
by a Responsible Officer.

     3.2(e) The  Construction  Management  Agreement  between  Borrower  and the
Construction Manager, and, if requested by Bank, all agreements with contractors
and any sub-contractors.

     3.2(f) The Architects Agreement.

     3.2(g)  Assignment of Agreements  Affecting Real Estate in the form annexed
hereto as Schedule 3.2(g).

     3.2(h) Final revised Plans and Specifications, initialed to show Borrower's
approval,   satisfactory  in  form  and  content  to  Bank  and  the  Consulting
Professional.

     3.2(i) Assignment of Plans, Specifications and Reports.

     3.2(j)(A) Assignment of Construction Management Contract

     3.2(j)(B)   Acknowledgement  and  Consent  to  Assignment  of  Construction
Management Contract.

     3.2(k)(A) The Assignment of Architect's Agreement.

     3.2(k)(B) The  Acknowledgement  and Consent to  Assignment  of  Architect's
Agreement.

     3.3 Additional  Conditions.  The Bank shall not be obligated to lend to the
Borrower hereunder unless at the time of any such loan:

     3.3(a) The  Borrower  shall  have  complied  and shall be then in  material
compliance with all the terms,  covenants and conditions of this Agreement which
are binding upon it.

     3.3(b) All  representations  and warranties  contained herein and otherwise
made by Borrower in connection  herewith shall be true and correct with the same
effect as though such  representations and warranties were made on and as of the
date of the Borrowing.



                                       17
<PAGE>

     3.3(c) No condition, event or act exists which would constitute an Event of
Default as defined herein, and no condition,  event or act exists which with the
giving of notice or the lapse of time,  or both,  would  constitute  an Event of
Default.

     3.3(d) No litigation and no proceeding nor  investigation  by or before any
court, public body, agency or authority is impending or threatened,  of which is
aware,  which  may  adversely  affect  the  financial  condition,   business  or
operations  of Borrower and its U.S.  Subsidiaries  taken as a whole or the Real
Property.

     3.3(e) Neither the  Improvements  (to the extent then  constructed) nor any
other part of the Real Property  shall have been damaged by any casualty  valued
at more than $10,000.00 or condemned, or threatened with condemnation, unless in
the  event  of  such  casualty  damage  (but  such  exception  not  applying  to
condemnation),  Bank shall have received  insurance  proceeds  sufficient in the
judgment of the Consulting Professional when added to (a) the undisbursed amount
of the  Construction  Loan plus (b) any equity funds  injected by Borrower prior
thereto and/or simultaneously  therewith, to effect the satisfactory restoration
of the Improvements and any other affected part of the Mortgaged Property and to
permit the completion of the Improvements prior to the Completion Date.

     3.3(f) [INTENTIONALLY LEFT BLANK]

     3.3(g) [INTENTIONALLY LEFT BLANK]
         
     3.3(h)  There shall be no Event of Default  under the Note,  the  Mortgage,
this Agreement or any of the other Loan Documents.  Provided, however, Bank may,
in its sole  discretion,  make  advances  notwithstanding  the existence of such
Event of Default, and any advances shall be deemed to have been made pursuant to
this Agreement and not in modification  thereof and without same  constituting a
waiver by Bank of any of its remedies.

     3.3(i) The Mortgage shall constitute a valid and first lien on the Premises
for the full amount then and theretofore  advanced,  free and clear of all liens
and encumbrances.

     3.3(j) All proceedings taken on or prior to each advance in connection with
the  performance of this Agreement shall be satisfactory to Bank, and Bank shall
be furnished with all relevant  documents,  reports,  architect's  certificates,
affidavits and other information, including without limitation, construction and
title affidavits, in form and substance reasonably satisfactory to Bank.

     3.3(k)  No  advance  shall  be due or  payable  while  there is any lien or
encumbrance  upon the  Improvements  or the  Premises  other than the  Permitted
Exceptions,  or  while  there  is any  charge,  question  or  claim  of any kind
whatsoever,  whether of record or not,  which, in the opinion of counsel for the
Bank,  may  constitute a cloud on the title to the  aforesaid,  render the title
unmarketable  or  otherwise  invalidate  or have  priority  over the Bank's lien
pursuant to the Mortgage or any portion thereof.

     3.3(l)  Nothing  contained  herein or in any other  documents  or agreement

                                       18
<PAGE>

contemplated  hereby or executed  approximately  simultaneously  herewith  shall
impose upon the Bank any obligation to see to the proper application of advances
by  the   Borrower,   Principal   Contractor   or  other   contractors   or  any
subcontractors,  and  nothing  shall  prevent  the  Bank,  at its  option,  from
deducting  from any  advance  any sums due to it from the  Borrower  for  unpaid
interest or for sums paid and expended by the Bank for taxes or assessments, for
insurance,  pursuant to the terms of this  Agreement,  the Note or the  Mortgage
given by the Borrower to the Bank.

     3.3(m) Such stipulations,  subordinations, waivers, releases and discharges
of mechanics' and  materialmen's  notices,  claims,  liens, lien rights and stop
notices as the Bank may require.

     3.3(n) Affidavits from the Borrower that all money previously  disbursed on
the Construction  Loan has been paid to all contractors and  subcontractors  and
that  there are  presently  no  amounts  owing to  contractors,  subcontractors,
materialmen or laborers,  other than with respect to the amounts requested to be
disbursed and the holdbacks or retainage provided for under existing contractual
arrangements between the parties.

     3.3(o)  Proof that all  insurance  as  required  by the Bank under the Loan
Documents is in full force and effect.

     3.4 No Advances Required. Bank shall have no obligation to make any advance
if at such  time the  total  amount  owed on the Loans is  greater  than  eighty
percent of the  Appraiser's  estimated  fair  market  value of the  Premises  as
improved by the Improvements.  Bank may obtain updates of the Appraisal from the
Appraiser  at any time  while any  amount  remains  owing  under any of the Loan
Documents, and Borrower will promptly pay the cost of such updates.

     3.5 Completion. The Improvements shall not be deemed completed for purposes
of  this  Agreement  until  all of the  following  conditions  shall  have  been
satisfied:

     3.5(a)  The  Improvements  shall  have  been  completed   substantially  in
accordance with the Plans and Specifications.

     3.5(b) Bank shall have  received  the  following,  in each case in form and
substance reasonably satisfactory to Bank:

     3.5(b)(i)  Evidence  of  the  approval  of  all  appropriate   Governmental
Authorities of the  Improvements as being complete as to  construction;  and the
issuance  of  a  temporary  or  permanent  Certificate  of  Occupancy  when  the
Improvements  are  fully  occupied;  provided,  however,  that  if  a  temporary
Certificate of Occupancy shall be obtained, a permanent Certificate of Occupancy
shall be obtained  not later than the earlier of (i) sixty (60) days  thereafter
or (ii) the Completion Date.

     3.5(b)(ii)  The  certification  of the  Architect  and  of  the  Consulting
Professional  that  the  Improvements  have  been  completed   substantially  in
accordance with the Plans and Specifications and that direct connection has been
made to all appropriate  utility  facilities and the  Improvements are ready for
occupancy.



                                       19
<PAGE>

                                    SECTION 4

                               SECURITY AGREEMENT

     4.1 In  consideration  of  the  Bank  making  the  Loans  to  Borrower,  in
accordance  with the  terms  and  conditions  of this  Agreement,  and to secure
payment and  performance of all  obligations of Borrower to the Bank pursuant to
this Agreement,  Borrower hereby assigns to the Bank and mortgages and grants to
the Bank an undivided security interest in the Collateral.

                                    SECTION 5

                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants that:

     5.1 The  Borrower and each U.S.  Subsidiary  is a  corporation  (or limited
liability  company) duly organized,  validly existing and in good standing under
the laws of its respective jurisdiction of organization and is duly qualified to
transact  business as a foreign  corporation in each  jurisdiction  in which the
character of the  properties  owned or the  business  transacted  requires  such
qualification,  except  where the  failure to qualify  would not have a material
adverse effect on the business or financial condition of either Borrower or such
U.S. Subsidiary. Set forth on Schedule 5.1 hereof is a list of the jurisdictions
in which  each  Borrower  and each U.S.  Subsidiary  is  qualified  as a foreign
corporation as of the date hereof.

     5.2 The Borrower has the requisite corporate power to execute,  deliver and
perform  this  Agreement  and to borrow  hereunder  and has taken all  necessary
corporate  action to  authorize  (i) the  borrowing  hereunder  on the terms and
conditions of this Agreement and (ii) the execution, delivery and performance of
this  Agreement.  The Guarantor has the  requisite  corporate  power to execute,
deliver and perform its Guaranty.

     5.3 The  Borrower  and each U.S.  Subsidiary  possesses,  in full force and
effect,  all  necessary  franchises,   franchise  rights,   patents,   licenses,
trademarks,  trademark  rights,  trade names,  trade name  rights,  alternate or
fictitious name  authorizations  or  certificates  and copyrights to conduct its
business as now  conducted  ,except  where the failure to possess same would not
have a material  and adverse  effect on its  business,  operations  or financial
condition. Neither the Borrower nor any U.S. Subsidiary has received any written
notice and Borrower's and each U.S. Subsidiary's officers have received any oral
or other  notice  of any  infringement  of the  franchises,  patents,  licenses,
trademarks,  trademark  rights,  trade name, trade name rights,  fictitious name
authorizations  or  certificates  and copyrights of others,  which  infringement
allegation,  if adversely  determined,  may materially and adversely  affect the
business,  operations  or  financial  condition  of the  Borrower  or such  U.S.
Subsidiary.

     5.4 On the date  hereof,  the Borrower  has no  Subsidiaries  except as set
forth on Schedule 5.1 hereof.

     5.5 The  Borrower  and each U.S.  Subsidiary  is engaged in the business of
graphic  


                                       20
<PAGE>

communications  and  printing  (or is a holding  company  solely for one or more
Subsidiaries so engaged) and conducts no other business or activities.

     5.6 All  federal,  state and foreign tax returns of the  Borrower  and each
U.S.  Subsidiary  required by law to be filed have been duly filed or extensions
obtained.  All federal,  state and foreign taxes,  assessments and  governmental
charges  or levies  upon the  Borrower  and each U.S.  Subsidiary  or any of its
properties,  income,  profits or assets which are due and payable have been paid
or provided for, except such tax returns the non-filing of which, and such taxes
the  nonpayment  of which,  would not have a material  adverse  effect  upon the
business,  assets,  liabilities,  financial  condition,  results of operation or
business  prospects of the Borrower or such U.S.  Subsidiary and except for such
taxes and assessments which the Borrower or such U.S. Subsidiary is disputing in
good faith and for which the Borrower or such U.S.  Subsidiary  has  established
adequate  reserves  on its  books  for the  payment  of such  disputed  taxes or
assessments in accordance with Generally  Accepted  Accounting  Principles.  The
Borrower  and each U.S.  Subsidiary  shall  cause all future  tax  returns to be
timely  filed  or  extensions  obtained  therefor,  and  all  future  taxes  and
assessments to be paid when due.

     5.7  Except as set  forth on  Schedule  5.7  annexed  hereto,  there are no
outstanding judgments,  actions,  proceedings,  claims or investigations pending
or, to the best of  Borrower's  knowledge  after  diligent  inquiry,  threatened
before any court or  governmental  body  which,  if  adversely  determined,  may
materially  and  adversely  affect the  business,  operations  or affairs of the
Borrower or any U.S. Subsidiary.  There are no outstanding  judgments,  actions,
proceedings,  claims,  or investigations  pending,  or to the best of Borrower's
knowledge after diligent  inquiry,  threatened  before any court or governmental
body against or relating to the Premises.

     5.8 The Borrower and each U.S.  Subsidiary has good and marketable title to
all of the  properties  and  assets  owned by it,  subject  to no  Liens  except
Permitted Liens,  including without limitation,  the Liens set forth on Schedule
5.8 annexed hereto.

     5.9 No consent or approval of any person,  landlord or mortgagee, no waiver
of any lien or right  of  distraint  or other  similar  right,  and no  consent,
license,   approval  or  authorization   of  or   registration,   qualification,
designation,  declaration or filing with any governmental  authority on the part
of the  Borrower  or any U.S.  Subsidiary  is required  in  connection  with the
execution,  delivery and performance of the Agreement or the consummation of any
other transactions contemplated hereby.

     5.10  There is no term of any  contract,  bond,  note,  indenture  or other
agreement or of any charter or other  corporate  restriction or of any judgment,
decree,  order,  or to the best of Borrower's  knowledge,  any statute,  rule or
regulation  which materially and adversely  affects the business,  operations or
affairs, as presently  conducted,  of the Borrower or any U.S. Subsidiary or any
of their  respective  assets,  and to the best  knowledge of the Borrower  after
diligent  inquiry,  neither  the  Borrower  nor any  U.S.  Subsidiary  is now in
violation of any such term; and the execution,  delivery and performance of, and
compliance  with,  this Agreement will not (with or without the giving of notice
of lapse of time, or both) result in any  violation of, or be in conflict  with,
or constitute a default  under,  any such term, or result in the creation of any
Liens  upon  any of the  assets  of the  Borrower  or any U.S.  Subsidiary.  The
operations  of the  Borrower  and each U.S.  Subsidiary 


                                       21
<PAGE>

comply in all material  respects with all laws,  statutes,  rules,  regulations,
ordinances and the like, applicable to them.

     5.11 Neither the Borrower nor any U.S.  Subsidiary  has, within the six (6)
year period immediately preceding the date of this Agreement,  changed its name,
been the surviving corporation of a merger or consolidation,  or acquired all or
substantially all of the assets of any person or entity,  except as set forth on
Schedule 5.11 annexed hereto.

     5.12 On the date  hereof,  the sole places of business of the  Borrower and
each U.S.  Subsidiary and their  respective  addresses are set forth on Schedule
5.12 annexed hereto.

     5.13 The Borrower and each U.S. Subsidiary is in compliance in all respects
with the applicable  provisions of ERISA (or comparable law) and all regulations
issued  thereunder.  No  employee  benefit  plan as  defined  in ERISA  (or such
comparable  law)  maintained  and  administered  by the  Borrower  or  any  U.S.
Subsidiary,  nor any trusts created thereunder, nor any trustee or administrator
thereof,  has engaged in a  prohibited  transaction  as defined in the  Internal
Revenue Code of 1986 (or comparable law), which could subject the Borrower,  any
U.S.  Subsidiary,  any such  plan or  trust,  or any  trustee  or  administrator
thereof,  or any party dealing with any such plan or trust to the tax or penalty
on prohibited transactions imposed by said Internal Revenue Code. Neither any of
the plans nor trusts  have been  terminated,  nor has there been any  Reportable
Event or accumulated funding deficiency as defined in ERISA (or comparable law),
nor has the Borrower or any U.S.  Subsidiary  incurred any liability to the PBGC
(or comparable authority).

     5.14 This  Agreement and the other Loan  Documents  have been duly executed
and delivered and constitutes  the valid and legally  binding  obligation of the
Borrower and/or the U.S. Subsidiary and/or Guarantor executing same, enforceable
in accordance with their respective terms.

     5.15 The Borrower and each U.S.  Subsidiary  is solvent on the date hereof.
For the purpose of this Agreement,  the term "solvent"  shall mean that:  (a)the
liquidation value of its property is in excess of the total amount of its debts;
and (b) it is able to pay its debts as they mature.

     5.16  The  Borrower  has  furnished  to the Bank  predecessor  consolidated
(audited)  financial  statements  as  of  December  31,  1997  and  consolidated
(audited)  financial  statements  of Roda Limited as of December  31, 1997.  The
financial statements of Borrower have been prepared in accordance with GAAP, and
the financial  statements of Roda Limited have been prepared in accordance  with
United Kingdom generally accepted accounting principles ("UK GAAP") consistently
applied with footnote  adjustments  to GAAP.  Such financial  statements  fairly
present the financial  condition  and results of operations  and changes in cash
flows of the Borrower and Roda Limited,  respectively,  on the dates and for the
periods involved. Such financial statements make full and adequate provision for
all  obligations,  liabilities and  commitments,  fixed and  contingent,  of the
Borrower and Roda as of the date of the financial statements.  Since the date of
the latest balance sheet contained in the above-referenced financial statements,
there has been no material and adverse change in the financial  condition of the
Borrower or any U.S. Subsidiary not reflected in the financial  statements as of
that  date,  and since  such date the  business  of the  Borrower  and each U.S.
Subsidiary  has not been  materially and adversely  affected by any  occurrence,
whether or not insured against.



                                       22
<PAGE>

     5.17 The advent of the year 2000 shall not adversely  affect the Borrower's
or any Subsidiary's operations or the performance of its information technology.
Without limiting the generality of the foregoing,  (i) the hardware and software
utilized  by  Borrower  and each  Subsidiary  are  designed to be used prior to,
during and after  calendar  year 2000 A.D. and such  hardware and software  will
operate   during  such  time  period   without  error  relating  to  date  data,
specifically including any error relating to, or the conduct of, date data which
represents or references different centuries or more than one century,  (ii) the
hardware  and  software  utilized  by  Borrower  and  each  Subsidiary  will not
abnormally end or provide invalid or incorrect results as a result of date data,
and (iii) the hardware and software  utilized by Borrower  have been designed to
ensure year 2000 A.D.  compatibility,  including date data, century recognition,
leap year, calculations which accommodate same century and multicentury formulas
and data values, and date data interface values that reflect the century.

     5.18 All  information,  reports and other papers and data  furnished to the
Bank were, at the time the same were so  furnished,  complete and correct in all
material  respects.  No  document  furnished  or  statement  made to the Bank in
connection with the negotiation,  preparation or execution of the Loan Documents
contains or will contain any untrue  statement of material fact or omits or will
omit to  state a  material  fact  necessary  in  order  to make  the  statements
contained therein not misleading.  No fact is know to the Borrower which has had
or may in the future have a materially adverse effect upon the Borrower's or any
U.S.  Subsidiary's  business,  assets,  liabilities,   condition,  financial  or
otherwise, or results of operations that has not been set forth in the financial
statements  furnished  to the Bank or other  reports  or  other  papers  or data
otherwise disclosed in writing to the Bank.

     5.19 All property  owned or utilized by Borrower and each U.S.  Subsidiary,
as well as all operations of Borrower and each U.S. Subsidiary,  are to the best
of Borrower's  knowledge and due diligence in compliance and will continue to be
in compliance with all federal, foreign, state, county, municipal and regulatory
agency and equivalent laws, rules,  regulations,  and ordinances including,  but
not limited to, all applicable environmental laws and regulations.

     5.20  (a)  Except  as set  forth  on  Schedule  5.7  hereto,  there  are no
outstanding notices of violations of any Requirements of Law of any Governmental
Authority having jurisdiction over the Premises and/or the Improvements.

     (b) The Plans and  Specifications  presently or hereafter  existing for the
construction of the  Improvements  on the Premises as well as such  Improvements
constructed  thereon as of the date hereof and thereafter do and shall,  and the
use of the Premises and Improvements does and shall:

          (i)  Comply  with all  applicable  zoning,  environmental  protection,
     subdivision,  health, use and building codes, statutes,  laws, regulations,
     ordinances and all Requirements of Law.

          (ii) The use and  occupancy of said  Improvements  for their  intended
     purposes does not and will not, if constructed in accordance with the Plans
     and Specifications, 


                                       23
<PAGE>

     conflict with any Requirements of Law.

          (iii) All  necessary  Permits  required  at the stage of  construction
     reached at the time of the First Advance have been issued,  Borrower  shall
     obtain  all  additional   ones  as  and  when  required  to  construct  the
     Improvements,  and knows of no reason why such additional  permits will not
     issue in the ordinary  course and when needed for the  particular  stage of
     construction.


                                    SECTION 6
                              COVENANTS BY BORROWER

     The Borrower covenants and agrees that:

     6.1 The Borrower and each U.S.  Subsidiary  shall preserve and keep in full
force and effect its respective  corporate existence and all franchises,  rights
and  privileges  necessary,   in  the  reasonable  judgment  of  the  Borrower's
management, to the proper conduct of its respective business, including, without
limitation, all necessary franchises,  patents, licenses, trademarks,  trademark
rights,  trade name rights,  fictitious name  authorizations or certificates and
copyrights  without  any  unlawful  conflict  with  such  franchises,   patents,
licenses,  trademarks,  trademark  rights,  fictitious  name  authorizations  or
certificates and copyrights of others.

     6.2  The  Borrower  shall  promptly  deliver  to  the  Bank  copies  of any
amendments  or  modifications  to its or any U.S.  Subsidiary's  certificate  of
incorporation and by-laws (or equivalent  documents),  certified with respect to
the  certificate of  incorporation  (or equivalent) by the Secretary of State of
the state or jurisdiction of  incorporation  (or similar  authority),  and, with
respect to the by-laws (or  equivalent),  by the  Secretary  of the Borrower and
each U.S. Subsidiary.

     6.3 The  Borrower  and each U.S.  Subsidiary  shall  comply in all material
respects with all laws, ordinances,  rules and regulations,  now or hereafter in
effect,  applicable to it of any federal, state, regional or local government or
any instrumentality or agency thereof.

     6.4 The Borrower and each U.S. Subsidiary shall pay and discharge,  as they
become due, all its  respective  obligations,  in  accordance  with their terms,
including without limitation,  all taxes,  assessments,  debts, claims and other
governmental or non-governmental charges lawfully imposed upon it or incurred by
it or its properties and assets and provide the Bank, if requested,  evidence of
said taxes,  assessments,  debts,  claims and charges,  and of payment  thereof,
except taxes, assessments,  debts, claims and charges contested in good faith in
appropriate proceedings.

     6.5 The Borrower and each U.S. Subsidiary shall maintain, preserve and keep
all its properties,  equipment and assets reasonably  necessary for its business
in good repair, working order and condition,  reasonable wear and tear excepted,
and make, or cause to be made, all necessary or appropriate  repairs,  renewals,
replacements,  substitutions, additions, betterments and improvements thereto so
that the  efficiency  of all such  properties  and assets  shall at all times be
properly preserved and maintained.

     6.6 The  Borrower and each U.S.  Subsidiary  having its  principal  offices
located in the 


                                       24
<PAGE>

Bank's  marketing area shall  maintain such business  operating bank accounts at
the Bank as the parties may reasonably agree from time to time in good faith. If
the parties cannot agree as to the maintenance of such operating accounts,  Bank
shall have the right to increase the interest rate on the Loan by one-half (.5%)
percent.  In such case, the parties shall execute and deliver  modifications  of
the Loan  Documents in form and substance  reasonably  acceptable to the parties
and their counsel.

     6.7 The Borrower and each U.S.  Subsidiary  having operations or facilities
in New Jersey shall execute and comply with the terms of the Environmental Rider
annexed  hereto as Schedule 6.7, the  indemnification  provisions of which shall
survive termination of this Agreement.

     6.8  Borrower  shall  provide and  maintain in full force and effect at all
times,  certificates  or other  evidence of insurance in such forms and covering
such risks and hazards and in such  amounts and with such  companies as Bank may
reasonably require,  satisfactory to Bank and otherwise as may be required under
the  provisions of the  Mortgage,  and shall deliver  signed  original  policies
relating  thereto to Bank.  Such policies shall require the insurer to give Bank
at  least  thirty  (30)  days  notice  prior  to  termination,  cancellation  or
expiration.  All renewal policies,  certificates or evidence of insurance,  with
premiums  paid,  shall be  delivered  to Bank at least  twenty  (20) days before
expiration of the old policies.  All insurance  policies shall contain  extended
coverage and replacement loss endorsements, or the equivalent thereof, and shall
be endorsed with a standard  mortgagee/loss  payee clause in favor of Bank,  not
subject to contribution.  During periods when construction shall be taking place
on the Premises,  Borrower shall maintain  standard  Builder's Risk Insurance as
required by Subsection 3.1(ee)hereof.

     The Borrower  shall not permit any condition to exist which would wholly or
partially  invalidate  the  insurance  and shall make all payments for insurance
premiums for which  provision  has been made herein or in the  Mortgage,  and in
default  thereof and after ten (10) business days  following  Bank's  receipt of
written  notice,  the Bank may pay the same and the Borrower shall reimburse the
Bank  therefor on demand by Bank and  delivery  to  Borrower  of a paid  receipt
therefor.  Bank  shall not by the fact of  approving,  disapproving,  accepting,
preventing,  obtaining  or  failing  to  obtain  any such  insurance,  incur any
liability for the form or legal sufficiency of insurance contracts,  solvency of
insurers,  payment of losses or otherwise in connection with such insurance.  If
the insurance,  or any part thereof,  shall expire,  or be withdrawn,  or become
void or unsafe by reason of the  failure  or  impairment  of the  capital of any
company  in which  the  insurance  may  then be  carried,  or if for any  reason
whatsoever the insurance shall be  unsatisfactory  to Bank, in Bank's reasonable
discretion,  Borrower  shall place new insurance on the Mortgaged  Property with
companies having a Best's rating of B+ XII or better, reasonably satisfactory to
Bank.  Borrower shall,  immediately upon becoming aware of any loss or damage to
the  whole  or any  portion  of the  Premises  or of the  Improvements  and  the
equipment now or hereafter located thereon,  give immediate notice in writing to
Bank, and Bank may make proof of loss if not made promptly by Borrower. All such
policies,  including  policies for any amounts in excess of the required minimum
and  policies  not  specifically  required by Bank,  together  with any unearned
premiums  thereon,  are hereby assigned to the Bank as further  security for the
Loans. Borrower shall also furnish evidence, from time to time when requested by
Bank, that workers'  compensation  insurance and public liability insurance have
been  obtained and are being  maintained  by or on behalf of Borrower in amounts
and with companies  reasonably  satisfactory  to Bank.  Each  insurance  company
concerned 


                                       25
<PAGE>

is  hereby  authorized  and  directed  to make  payment  under  such  insurance,
including return of unearned  premiums,  directly to Bank instead of to Borrower
and Borrower  appoints  Bank,  irrevocably,  as Borrower's  attorney-in-fact  to
endorse any draft therefor.

     6.9 [INTENTIONALLY LEFT BLANK]

     6.10  Except for  Permitted  Liens,  the  Borrower  shall not  directly  or
indirectly  permit to exist any Liens with respect to the Real  Property  except
with the prior written consent of the Bank.

     6.11  The  Borrower  shall  promptly  notify  the  Bank of any  litigation,
actions, proceedings, claims or investigations pending or threatened against the
Borrower,  wherein claimant seeks to recover in excess of $100,000.00 and of the
entry of any judgment in excess of $100,000.00 against the Borrower or the entry
of any Liens  securing any  obligation or  obligations  in excess of $100,000.00
(individually or in the aggregate),  other than Permitted Liens,  against any of
its assets.

     6.12  Neither the  Borrower  nor any U.S.  Subsidiary  shall  engage in any
business  other than the  business  specified  in Section  5.5 without the prior
written consent of the Bank which consent shall not be unreasonably  withheld or
delayed.

     6.13 The Borrower  shall  deliver to the Bank the  following  financial and
other reports of the Borrower:

     (a) At such time as the Borrower is required to file its Form 10-K with the
Securities Exchange  Commission,  an audited balance sheet as at the end of such
year and audited  statements of income  thereof for such year, all in reasonable
detail and prepared and certified by independent  certified  public  accountants
acceptable to Bank.

     (b) Not later than two (2) days after filing same with the  Securities  and
Exchange  Commission,  copies of the Borrower's  Annual Report to  Stockholders,
Annual Report on Form 10-K,  Quarterly Reports on Form 10-Q,  Current Reports on
Form 8-K, Proxy  Statement and any other reports filed with or filings made with
the Securities and Exchange Commission. With respect to the financial statements
included  in the  Reports  on Form  10-Q,  the chief  financial  officer  of the
Borrower  shall certify same as complete and correct,  which  certificate  shall
include a statement  of his  examination  (which  shall  include a review of the
relevant  provisions of this  Agreement) and stating whether his examination has
disclosed the existence of any condition or event which  constitutes an Event of
Default, and, if so, specifying the nature and period of existence thereof; and

     (c) Within ten (10) days after the Bank's request therefor, such additional
information regarding the financial condition and affairs of the Borrower as the
Bank shall reasonably require;

     6.14 The Borrower  agrees to pay by check or bank account debit at the time
of execution of the Loan  Documents  the Bank's  attorneys'  fees in addition to
disbursements  in  connection  with the  preparation  of this  Agreement and all
related documents (i.e., search fees, filing fees, etc.), and to pay, reimburse,
indemnify and hold  harmless,  the Bank,  its  directors,  officers,  employees,
agents and representatives from and against any and all actions, costs, damages,
disbursements,  expenses 


                                       26
<PAGE>

(including  reasonable  attorneys'  fees),   judgments,   liabilities,   losses,
obligations,  penalties and suits of any kind or nature  whatsoever with respect
to: (i) the reasonable costs of the administration, enforcement, interpretation,
amendment,  modification,  waiver or consent of any of the Loan Documents;  (ii)
the  reasonable  costs of the exercise of any right or remedy  granted in any of
the Loan Documents,  the collection or enforcement of any of the Obligations and
the proof or allowability of any claim or receivership  proceeding or otherwise;
(iii)  any  proceeding  or any  investigation  or claim and the  prosecution  or
defense  thereof,  arising out of or in any way  connected  with any of the Loan
Documents whether or not the Bank is a party thereto;  (iv) any liabilities with
respect thereto, or resulting from any delay in paying stamp and other taxes, if
any,  which may be payable or determined  to be payable in  connection  with the
Loan Documents; and (v) the failure of the Bank to take action in respect of any
transaction  effected  under  this  Agreement  or in  connection  with  the Lien
provided for herein.

     6.15 [INTENTIONALLY LEFT BLANK]

     6.16 The Borrower  shall,  at all times and in  accordance  with  generally
accepted accounting principles, consistently applied, keep complete and accurate
books and records concerning its business, affairs and operations and concerning
its properties and assets.

     6.17 The  Borrower  shall from time to time  permit the Bank and its agents
during Borrower's regular business hours to make field audits of the Borrower or
otherwise  to inspect or examine the  properties  and assets of the Borrower and
further to examine,  check,  audit,  make copies of or extracts  from any of the
Borrower's books, records, journals,  receipts, orders,  correspondence or other
data and to independently verify the orders and accounts receivable of Borrower.
Unless and until an Event of  Default  shall have  occurred  and be  continuing,
audits shall be at the expense of the Bank.

     6.18 In the event Borrower  shall  institute a "defined  benefit Plan",  as
defined in Section  414(j) of the Code,  the Borrower shall furnish to the Bank:
(i) as soon as  possible  and in any event  within  thirty  (30) days  after the
Borrower or a duly appointed  administrator  of a defined  benefit Plan knows or
has reason to know that any  Reportable  Event has occurred  with respect to any
defined benefit Plan, a statement of the chief financial officer of the Borrower
setting  forth  details as to such  Reportable  Event and the  action  which the
Borrower  proposes to take with  respect  thereto,  together  with a copy of the
notice of such  Reportable  Event  given to the PBGC;  (ii)  promptly  after the
filing thereof with the United States  Department of Labor, the Internal Revenue
Service  or the PBGC,  copies of each  annual  and other  report or notice  with
respect to each defined benefit Plan; and (iii) promptly after receipt  thereof,
a copy of any notice the Borrower or any other  member of a Controlled  Group of
the  Borrower  may  receive  from the United  States  Department  of Labor,  the
Internal  Revenue  Service or the PBGC with respect to any defined benefit Plan.
The above shall apply as nearly as possible to any foreign U.S. Subsidiary under
the laws, rules and regulations applicable to it.

     6.19 The  Borrower  shall use the Loans only for the  purposes set forth in
Section 2.1.

     6.20 The Bank may from time to time in the Bank's sole  discretion hold and
treat any deposits or other sums at any time credited by or due from the Bank to
the Borrower and any  


                                       27
<PAGE>

securities or other property of the Borrower in possession of the Bank,  whether
for safekeeping,  investment or otherwise,  as collateral security for and apply
or set off the same against any of the  Obligations of the Borrower to the Bank.
Without  limiting the generality of the foregoing,  if at any time the amount of
the  loans  or  advances  by the  Bank as  allowed  by this  Agreement  shall be
exceeded,  the Borrower shall pay to the Bank, in immediately  available  funds,
the amount of such excess if the Bank so  requests,  or the Bank may charge such
amount against any deposit account of the Borrower with the Bank.

     6.21  Except as  otherwise  expressly  provided  herein,  without the prior
written consent of the Bank, neither the Borrower nor any U.S. Subsidiary shall:

     (a) [INTENTIONALLY LEFT BLANK]

     (b) Assume,  guarantee,  endorse or otherwise become liable,  in connection
with the Obligations of any person, firm or corporation except:

          (i) Liabilities resulting from product warranties made in the ordinary
     course of business;

          (ii)   Liabilities   resulting  from  its   endorsement  of  items  or
     instruments  for deposit or collection in the ordinary  course of business;
     or

          (iii) Assumptions,  guarantees,  endorsements or other liabilities for
     obligations  which in the  aggregate do not exceed  $5,000,000  at any time
     outstanding;

     (c) [INTENTIONALLY LEFT BLANK]

     (d) Purchase,  lease, or otherwise  acquire the capital stock,  properties,
assets or real  estate,  or any  interest  therein,  of any  Person,  except the
Premises and purchases,  leases or other acquisitions of inventory and equipment
made in the ordinary  course of business in bona fide arm's length  transactions
and  acquisitions  of capital stock or assets so long as the Borrower will be in
compliance  with Section 6.22 and the other  provisions of this  Agreement,  and
further provided that at least ten (10) Business Days prior to entering into any
agreement, whether written or oral, to acquire such capital stock or assets, the
Chief  Financial  Officer  of the  Borrower  shall  provide  to  Bank  a  notice
containing the material terms of such acquisition and a computation showing that
such  acquisition  will comply with the financial  covenant set forth in Section
6.22  and  will be in  compliance  with  the  other  terms  of  this  Agreement.
Notwithstanding  the foregoing,  no such notice need be given if the Borrower is
not using the Revolving  Line of Credit to fund all or part of such  acquisition
and the cash portion of the Purchase Price is less than $1,000,000;

     (e) [INTENTIONALLY LEFT BLANK]

     (f) [INTENTIONALLY LEFT BLANK]

     (g)  Purchase or acquire the  obligations,  securities  or stock of (except
stock purchases in connection with acquisitions  permitted  hereunder),  or make
loans, advances or capital


                                       28
<PAGE>

contributions to, any person, firm or corporation, except:

          (i) Marketable direct obligations of the United States of America;

          (ii) Commercial paper issued by corporations conducting  substantially
     all of their business in the United States of America,  maturing within 180
     days from the date of the original issue thereof,  and rated "prime" by the
     National Credit Office;

          (iii) Bonds of any state, county, or municipality of the United States
     of America,  (w) which mature within two years from the date of acquisition
     thereof, and (x) which are not in default as to principal or interest,  and
     (y) which are rated AA, or better,  by Moody's Investors  Service,  and (z)
     the interest of which is exempt from federal income tax;

          (iv) Customer's notes, chattel paper, or the like received as non-cash
     proceeds of the sale of any inventory in the ordinary course of business;

          (v) Certificates of deposit and repurchase agreements;

     (h)  Make any new  loans  or  advances  (individually  or in the  aggregate
exceeding  at any one time the sum of  $500,000.00)  to any of its  officers  or
senior management; or

     (i) [INTENTIONALLY LEFT BLANK]

     6.22 Without the prior written  consent of the Bank, the Borrower shall not
cause, suffer or permit on a consolidated basis:

     (a) the  Minimum  Fixed  Charge  Coverage  Ratio at the end of each  fiscal
quarter,  defined as EBITDA for the four most recently completed fiscal quarters
minus unfunded  capital  expenditures,  divided by all interest  expense and all
scheduled  principal  payments of Total  Funded Debt for the four most  recently
completed  fiscal  quarters,  to be less  than  2.5:1;  provided,  however,  for
purposes of this Subsection  6.22(a) only,  unfunded capital  expenditures shall
exclude (i) the amounts expended by Borrower on  Improvements,  and (ii) the sum
equal to Borrower's contribution to the purchase price of the Premises in excess
of the Mortgage Loan; or

     (b) The Maximum  Leverage Ratio,  defined as the ratio of Total Funded Debt
to EBITDA, at the end of any fiscal quarter, to exceed 4.0:1; provided, however,
for purposes of this  Subsection  6.22(b) only,  Total Funded Debt shall exclude
the sum equal to the outstanding principal amount of the Loans at the end of the
fiscal quarter for which the Maximum Leverage Ratio is being computed.

     6.23 The Borrower and each Subsidiary  shall,  upon becoming aware thereof,
immediately  notify the Bank of the  occurrence of an Event of Default and shall
further notify the Bank of the nature and period of existence thereof.

     6.24 The Borrower and each  Subsidiary  shall  observe,  perform and comply
with,  and shall  continue,  until all  Obligations  of the Borrower to the Bank
pursuant to this Agreement are


                                       29
<PAGE>

fully paid and  satisfied,  to  observe,  perform  and comply  with,  all of its
covenants made in this Agreement.

     6.25 The Borrower  shall not directly or  indirectly  apply any part of the
proceeds  of  any  loan  under  this  Agreement   which  violates  or  which  is
inconsistent with the provisions of any regulations of the Board of Governors of
the  Federal  Reserve  System or any  regulations,  interpretations  or  rulings
thereunder as from time to time in effect, or any  substantially  similar orders
or regulations in substitution therefor or in addition thereto.

     6.26 (a) Borrower will commence  construction  of the  Improvements  within
thirty (30) days of the date hereof and shall  complete (as such term is used in
Subsection 3.2 above) the construction  and equipping of the  Improvements  with
due  diligence on or before the  Completion  Date,  subject to and in accordance
with the Plans and this  Agreement.  The  Improvements  shall be constructed and
equipped in full  compliance  with the  Requirements  of Law  affecting the Real
Property and all requirements of the appropriate  Board of Fire  Underwriters or
other  similar  body acting in and for the  locality in which the  Premises  are
situated. All work shall be performed in a good and workmanlike manner.

     (b)  Borrower  will not  engage  or  continue  to  employ  any  contractor,
subcontractor  or materialman who may be  objectionable to Bank, in the exercise
of reasonable business judgment.

     (c) Immediately after receiving notice from Bank, Borrower will remove from
the Premises all materials and all portions of the  construction  which Bank may
condemn as failing in a substantial way to conform with the Plans or any permits
and/or  approvals  of the  Project,  and  will  make  good all  portions  of the
construction damaged by such removal.

     (d) Borrower  shall make or cause to be made  payments to all  contractors,
subcontractors, laborers and materialmen, when due, and to obtain and deliver to
Bank and the Title Company, lien waivers (if applicable), subordination of lien,
releases of liens, releases of notices of unpaid balance and right to file lien,
affidavits of payment and any and all other documents and instruments  necessary
to induce the title insurer to at all times insure the lien of the Mortgage free
and clear of mechanics' and  materialmen's'  liens and the like.  Borrower shall
furnish  to Bank and file  with  public  authorities  as  appropriate  such lien
waivers (if applicable),  subordinations of lien,  affidavits,  and/or releases,
together  with paid  receipts,  as Bank and/or the Title  Company  and/or  other
applicable  title insurance  companies may require prior to the  commencement of
construction  of the  Improvements  and from time to time  thereafter  to assure
proper  expenditure  of advances made or to be made by Borrower  hereunder.  All
contracts executed by Borrower shall contain the following requirements: (i) the
contractor  shall  provide  Borrower  with a monthly  requisition  for  payment,
verified  under oath,  setting  forth the names and  addresses of all persons or
entities  providing  services,   labor,  material  or  equipment  in  connection
therewith,  who may have a right to file a  construction  lien  pursuant  to New
Jersey P.L. 1993, C. 318,  Section 37 (the "New Jersey  Construction  Lien Law")
and  Borrower  may reject the  requisition  for  payment if such  listing is not
included;  and (ii) the  contractor's  failure to  strictly  comply with the New
Jersey  Construction  Lien Law shall,  at Borrower's  option,  be deemed to be a
breach of the contract entitling the Borrower to terminate same.



                                       30
<PAGE>

     6.27  Borrower  shall  duly  perform  and  observe  all of  the  covenants,
agreements and conditions on its part to be performed and observed hereunder and
under the other Loan Documents,  the  Construction  Documents,  the Construction
Management Agreement and the Tenant Leases.

     6.28 Immediately  upon becoming aware of the same,  Borrower shall commence
to correct (a) any defect in the  Improvements  and (b) any  departure  from the
Plans, other than approved  modifications and amendments thereof and as provided
in permitted Change Orders.

     6.29 The  Improvements  shall be  constructed  entirely on the Premises and
shall  not  encroach  upon or  overhang  (unless  consented  to by the  affected
property  owner) any easement or  right-of-way  or the land of others,  and when
erected  shall  be  wholly  within  any  building   restriction  lines,  however
established.  Neither the  construction of the  Improvements nor the use thereof
will  violate any  Requirements  of Law. No  Improvements  shall  constitute  an
addition  to the  Premises  or  expansion  of any part  thereof,  but shall only
constitute renovations of existing structures and systems.

     6.30 Bank and the Consulting Professional, or designated representatives of
either  of  them,  shall  have  the  right  of  entry  and  free  access  to the
Improvements  and the  right to  inspect  all work  done,  labor  performed  and
materials  furnished in and about the Improvements and the right to inspect with
or  without  advance  notice  during  normal  business  hours at the  office  of
Borrower,  all  books,  contracts  and  records  of  Borrower  relating  to  the
Improvements,  all such reviews to be done in a manner so as not to unreasonably
interfere with Borrower's operations.

     6.31 [INTENTIONALLY LEFT BLANK]

     6.32 [INTENTIONALLY LEFT BLANK]

     6.33  Borrower  shall pay all  expenses  reasonably  incurred  by Bank with
respect to any and all transactions  contemplated  herein and the preparation of
any document required  hereunder and the prosecution or defense of any action or
proceeding or other litigation  affecting  Borrower,  the Real Property,  or any
other security given for the Loans,  including  (without limiting the generality
of the foregoing) all title and conveyancing charges,  recording and filing fees
and taxes,  mortgage taxes,  intangible  personal  property taxes,  escrow fees,
revenue and tax stamp expenses,  insurance  premiums  (including title insurance
premiums),  brokerage  commissions,  finders' fees, placement fees, court costs,
surveyors', photographers', appraisers', architects', Consulting Professionals',
accountants'  and attorneys' fees and  disbursements  and will reimburse to Bank
all expenses paid by Bank of the nature  described in this Subsection 6.33 which
have been or may be  reasonably  incurred by Bank with respect to any and all of
the transactions  contemplated  herein. If Borrower fails to pay such amounts on
demand,  Bank may pay or deduct from the Construction  Loan proceeds any of such
expenses and any Construction  Loan proceeds so applied shall be deemed advances
under this Agreement and shall be secured by the Mortgage.

     6.34 Borrower shall submit an Architect's or other evidence satisfactory to
Bank and Bank's counsel that upon completion,  the Project and the Premises will
be in compliance with the


                                       31
<PAGE>

Americans With  Disabilities  Act, 42 U.S.C.  12111, et seq. and all regulations
promulgated thereunder.

     6.35  Borrower  shall  not  create  or suffer to exist any Lien on the Real
Property,  or any part thereof  whether  superior or subordinate to the Mortgage
which is not  discharged  within  thirty  (30)  days,  or (b) sell or convey the
Premises,  except that the Real  Property may be subject to the lien of the Loan
Documents which secure payment of the Note,  real estate taxes and  assessments,
sewer rents and water charges, if applicable,  not yet due and payable,  and the
Permitted Exceptions.

     6.36 Modify or supplement  the Plans and  Specifications  without the prior
written  consent of the  Consulting  Professional  and Bank,  which shall not be
unreasonably withheld.

     6.37 Except as  otherwise  permitted  herein or under any of the other Loan
Documents,  the Borrower  shall not  surrender,  terminate,  cancel,  rescind or
supplement,  alter, revise, modify or amend any of the Construction Documents or
permit any such action to be taken.

                                    SECTION 7
                                EVENTS OF DEFAULT

     There  shall be an Event of Default by the  Borrower  under this  Agreement
upon the occurrence of any one of the following:

     7.1 The Borrower's,  Guarantor's or U.S.  Subsidiary's failure to pay, when
due, on demand or at maturity  (whether  as stated or by  acceleration),  as the
case may be, any payment of  principal,  interest or other charges due and owing
to the Bank  pursuant to any  Obligations  of the  Borrower,  Guarantor  or U.S.
Subsidiary to the Bank,  which breach  remains  uncured for a period of ten (10)
days from the date such payment is due.

     7.2 A material breach by the Borrower,  Guarantor or any U.S. Subsidiary of
any other  covenant  contained in this  Agreement  or the other Loan  Documents,
including,  without  limitation,  those covenants  contained in Section 6, which
breach remains uncured for a period of thirty (30) days following notice thereof
from the Bank to the Borrower.

     7.3 If any  warranty or  representation  made by the  Borrower to the Bank,
whether past,  contemporaneous or future,  including,  without  limitation,  the
warranties  and  representations  contained  in  Section  5,  shall  be false or
misleading  in any material  respect when made,  or if any  financial  statement
given by the Borrower to the Bank shall be false or  misleading  in any material
respect.

     7.4 Upon dissolution,  termination of existence, insolvency, appointment of
a trustee,  receiver or custodian of all or any part of the properties or assets
of the Borrower or any U.S.  Subsidiary,  upon an assignment  for the benefit of
creditors by, the calling of a meeting of creditors of, or the  commencement  of
any proceeding  under any  bankruptcy or insolvency  laws of any state or of the
United States or any foreign  jurisdiction  applicable to any U.S. Subsidiary by
the Borrower or any U.S.  Subsidiary or the commencement of any proceeding under
any bankruptcy or insolvency laws of any state, or of the United States,  or any
foreign  jurisdiction  applicable to any 


                                       32
<PAGE>

U.S. Subsidiary against the Borrower or any U.S. Subsidiary, which proceeding is
not vacated within thirty (30) days of its commencement, or upon the entry of an
adjudication of insolvency or order for relief therein.

     7.5 [INTENTIONALLY LEFT BLANK]

     7.6 If,  in the good  faith  opinion  of the  Bank,  there is any  material
adverse change in the Borrower's business or financial condition.

     7.7 A final judgment in excess of $250,000,000 (net of insurance  coverage)
is entered  against the Borrower and same remains  undischarged  for a period of
sixty (60) days,  unless such judgment is being  contested in good faith and the
judgment debtor has posted any required bond with respect thereto.

     7.8 If at any  time  title  to any part of the  Mortgaged  Property  is not
satisfactory  to Bank by reason of any lien,  encumbrance  or other defect (even
though the same may have existed at the time of any prior  advance),  except the
Permitted  Exceptions,  and  such  lien,  encumbrance  or  other  defect  is not
corrected  within thirty (30) days after notice to Borrower,  or if the same can
be  corrected  without  material  adverse  effect  upon Bank but not within such
period,  then if the Borrower does not promptly  commence curing upon receipt of
notice [but in any event  within  thirty (30) days after  receiving  notice] and
diligently  and   continuously   prosecute  such   correction  to  a  successful
conclusion.

     7.9 If  Borrower  assigns any of this  Agreement  or any Advance to be made
hereunder or any interest in either.

     7.10 (a) If the Improvements are, in Bank's judgment,  damaged or destroyed
by fire or any other cause including without  limitation,  flood, wind, or other
natural cause,  if the same occurs prior to completion of the  Improvements  and
the  restoration  thereof  cannot  reasonably be expected to be completed so the
Improvements  will be completed on or before the  Completion  Date,  or (b) if a
condemnation or eminent domain  proceeding in respect of any substantial part of
the  Mortgaged  Property  is  commenced.   For  the  purposes  of  this  Section
"substantial"  shall mean a material  taking or adverse change in the ingress or
egress of the Mortgaged Property or a taking of twenty (20%) percent of the land
or the building.

     7.11 If  there is any  cessation  of  construction  of any  portion  of the
Improvements  for any period after the date of  commencement  of construction of
that  particular  portion  of the  Improvements  in  excess of  forty-five  (45)
consecutive days,  subject to delays caused or occasioned by strikes,  lockouts,
labor  disputes,  acts of God,  governmental  action  (other than the failure to
issue permits), fire or other casualty,  equal to one day for each day of delay,
provided, however, such delays do not exceed fifteen (15) days in the aggregate.

     7.12 If the construction of the Improvements, or any part thereof, shall be
in a manner  materially  other than as herein  provided  and as  provided in the
Plans  and  change  orders,  and  Borrower  fails  to  conform  the  same to the
reasonable satisfaction of Bank within thirty (30) days following notice of same
received from Bank.



                                       33
<PAGE>

     7.13 If (a)  Borrower  executes  any  mortgage  on the Real  Estate  or the
Improvements, or other security agreement on any materials, fixtures or articles
of personal  property used in the  construction or operation of the Improvements
or if any such  materials,  fixtures or articles are  purchased  pursuant to any
conditional sales contract or other security  agreement or otherwise so that the
ownership  thereof  does  not  vest   unconditionally   in  Borrower  free  from
encumbrance   or  (b)  any  such   materials,   fixtures  or  articles  are  not
substantially  in accordance with the Plans, or (c) Borrower does not furnish to
Bank upon request the contracts,  bills of sale, statements,  receipted vouchers
and  agreements,  or any of them,  under  which  Borrower  claims  title to such
materials, fixtures or articles.

     7.14 If Borrower  shall fail to inject  equity  funds when  required  under
Subsection 2.8 above.

     7.15 If Borrower fails,  within fifteen (15) days after notice from Bank or
from  any  Governmental  Authority,  to  comply  with  any  requirement  of  any
Governmental  Authority,  subject to Borrower's right to contest same;  provided
such  failure or contest  does not  materially  adversely  affect the  continued
construction of the Improvements or completion by the Completion Date.

     7.16 If Borrower  does not within ten (10) Business Days after request from
Bank after  entering  into a contract  for the  construction  of any part of the
Improvements or the furnishing of labor or materials therefor,  disclose to Bank
the names of all  persons  with whom  Borrower  has so  contracted,  or fails to
deliver to Bank within ten (10) Business Days after request,  copies of all such
contracts, provided, however, such contract does, in Bank's reasonable judgment,
have an adverse affect on Bank's security.

     7.17 If any default by Borrower  shall occur under any of the  Construction
Documents, after the expiration of any applicable grace period therein provided.

     7.18 If as of the close of business on the Completion Date the Improvements
have not been completed,  or if Bank reasonably  determines during the course of
construction  that the  Improvements  cannot be  substantially  completed by the
Completion  Date. If Bank so determines,  it shall permit Borrower to present to
it evidence that it can complete the  Improvements  by the  Completion  Date and
will duly consider any such evidence in making its determination.

     7.19  (a)  In  the  event  that  a  building   permit  which  enables  full
construction  of the  Improvements  is  not  issued  or,  in  Bank's  reasonable
discretion,  will not be issued in a timely manner so as to enable completion of
the  Improvements  prior to the Completion  Date,  Bank will not be obligated to
make any further  advances of the  Construction  Loan and may declare the entire
unpaid principal balance,  together with all accrued interest and all other sums
owing under the Note immediately due and payable, without presentation,  demand,
or further action of any kind.

     (b) If any Permit shall not be issued,  shall be revoked or otherwise cease
to be  in  full  force  and  effect,  unless  Borrower  promptly  commences  and
diligently  pursues obtaining an extension or issuance of a new one and Bank, in
its sole  discretion,  determines  that such  Permit not being in full force and
effect will not materially adversely affect the Project or Bank.



                                       34
<PAGE>

     7.20 Any Guaranty shall cease for any reason to be in full force and effect
or any Guarantor shall so assert or any  representation  or warranty made by any
Guarantor  to or for the benefit of Bank shall prove to have been  incorrect  in
any material respect on or as of the date made.

     7.21 Any of the Security Documents shall cease for any reason to be in full
force and effect, or Borrower shall so assert in writing.

     7.22 If at any time in Bank's judgment the total amount owed on the Loan is
greater  than eighty (80%)  percent of the  Appraiser's  estimated  value of the
Premises.  Bank may obtain  updates of the  Appraisal  from the Appraiser at any
time  while  any  amount  remains  owing  under any of the Loan  Documents,  and
Borrower will promptly pay the cost of such updates.

                                    SECTION 8
                           BANK'S RIGHTS AND REMEDIES

     8.1 Remedies.  From and after and during the  continuation of an Event of a
Default,  Bank may, at its option,  without further demand,  notice or delay, do
any or all of the following:

     (a) Declare the entire unpaid  principal  balance of the Note to be due and
payable  immediately.  Thereupon,  said principal,  all accrued interest and all
other  sums owed  under the Loan  Documents  shall  become  immediately  due and
payable.  Thereafter, the default may be cured only by the payment of the entire
principal  balance and all other sums owing under the Note, the Mortgage and the
other Loan Documents.  In addition,  upon the occurrence of an Event of Default,
Borrower and Guarantors  shall be liable to Bank for all  reasonable  attorneys'
fees and costs  incurred by Bank in connection  with  enforcement  of its rights
under  any of the  Loan  Documents  or in any  way  related  to any of the  Loan
Documents, together with interest thereon at the Default Rate.

     (b) Bank may (a)  exercise  the rights  available  to it under the  Uniform
Commercial  Code,  or (b) take such  other  action  at law or in equity  for the
enforcement  of this  Agreement  or any of the other  Loan  Documents.  Bank may
proceed in any such action to final judgment and execution  thereon for all sums
owed under the Loan  Documents,  together with interest on such sums as provided
therein,  all  costs of suit and  reasonable  attorneys'  fees.  Interest  shall
accrued on the  judgment  amount at the  Default  Rate from the date of judgment
until the judgment amount is paid in full.

     (c) [INTENTIONALLY LEFT BLANK]

     (d)  Receive  and  have  access  to  printouts  and all  other  information
respecting financial records of the Borrower and each U.S. Subsidiary maintained
by external computer service companies;

     (e) Without  waiving any default or releasing  Borrower from any obligation
under any of the Loan  Documents  or under any Lease:  (a) collect any or all of
the rents,  including any rents past due and unpaid,  (b) perform any obligation
or exercise any right or remedy of 


                                       35
<PAGE>

Borrower under any Lease,  or (c) enforce any obligation of any tenant of any of
the Real Property. Bank shall not be obligated to do any of the foregoing,  even
if Bank may have previously  performed any such obligation or exercised any such
remedy.  Bank may exercise any such right whether or not Bank shall have entered
into possession of any of the Real Property;  and nothing herein contained shall
be construed as constituting Bank a "mortgagee in possession"  unless Bank shall
have entered into and shall remain in actual  possession  of the Real  Property.
Borrower shall  indemnify Bank and hold Bank harmless from any and all liability
under any lease and from any and all claims and  demands  which may be  asserted
against Bank by reason of any alleged  obligations  to perform any  provision of
any lease, except as to Bank's own negligence or willful misconduct.

     (f) Subject to conditions of record or recorded at Closing, without waiving
any default or  releasing  Borrower  from any  obligation  under any of the Loan
Documents or under any Lease:  enter upon and take possession of any of the Real
Property,  with or without legal action, or have a receiver  appointed.  Bank or
said  receiver may manage and operate any of the Real  Property;  make,  cancel,
enforce or modify  leases for terms shorter or longer than the term of the Note;
obtain and evict  tenants;  establish  or change  the  amount of any rents;  and
perform  any acts  which  Bank  deems  proper to  protect  the  security  of the
Mortgage.  After deduction of all reasonable costs and expenses of operation and
management  of the Real  Property  and of  collection  of the  rents  (including
reasonable  attorneys'  fees,  administration  expenses,   management  fees  and
brokers' commissions),  Bank may apply the rents received by Bank to the payment
of any or all of the  following,  in such order and amounts as Bank, in its sole
discretion,  may  elect:  liens  on any of the  Real  Property,  taxes,  claims,
insurance  premiums,  other  carrying  charges,  invoices  of  persons  who have
supplied  goods or services  to or for the benefit of any of the Real  Property,
costs  and  expenses  of  maintenance,   repair,   restoration,   alteration  or
improvement of any of the Real Property, or the outstanding principal balance of
the Loans. Bank may, in its sole discretion,  determine the method by which, and
extent  to  which,  the rents  will be  collected  and  obligations  of  tenants
enforced;  and Bank may  waive or fail to  enforce  any  right or  remedy of the
landlord  under a lease.  Bank shall not be  accountable  for any rents or other
sums it does not actually  receive.  After an Event of Default,  Borrower hereby
appoints  Bank as its  attorney-in-fact  to perform  all acts which  Borrower is
required or permitted to perform under any and all leases.

     (g) Bank may  disaffirm  and cancel any lease which is  subordinate  to the
Mortgage  at any time  before  the  expiration  of sixty  (60) days  after  Bank
acquires  legal  title to the Real  Property  by any  transfer  pursuant  to the
exercise  of a remedy  hereunder  or  otherwise,  even  though  Bank  shall have
enforced such lease,  collected rents  thereunder or taken any action that might
be deemed by law to constitute an  affirmance of the lease.  Such  disaffirmance
shall be made by notice  addressed  to the  tenant at the Real  Property  or, at
Bank's  option,  such other  address of the  tenant as may be  provided  in that
tenant's lease.

     8.2 In addition to the above  remedies,  if an Event of Default  under this
Agreement  has  occurred,  the Bank  shall  have the right and  remedy,  without
posting bonds or other  security,  to have any  provision of the Loan  Documents
specifically  enforced  by  any  court  having  equity  jurisdiction,  it  being
acknowledged  and agreed that any such Event of Default  will cause  irreparable
injury to the Bank and that money  damages  will not provide an adequate  remedy
thereto.



                                       36
<PAGE>

     8.3 Bank may  exercise  all of the rights  and  remedies  provided  in this
Agreement or any of the other Loan Documents,  or which may be available to Bank
by law, and all such rights and remedies may be cumulative  and  concurrent  and
may be pursued singly,  successively or together, at Bank's sole discretion, and
may be exercised as often as occasion therefor shall occur. Any real estate sold
pursuant to any writ of execution issued on a judgment obtained by virtue of the
Note or this Mortgage,  or pursuant to any other judicial  proceedings under the
Mortgage,  may be sole in one parcel, as an entirety, or in such parcels, and in
such manner or order as Bank, in its sole discretion, may elect.

     8.4 (a) Upon the  occurrence of an Event of Default  under this  Agreement,
Bank may,  in  addition  to any other  remedies  which  Bank may have under this
Agreement  or by statute or by rule of law,  enter upon the Premises and perform
all work and labor necessary to construct,  equip and complete the  Improvements
substantially  in accordance  with the Plans and employ  watchmen to protect the
Premises form injury, all at the risk, cost and expense of Borrower.  Bank shall
have the right at any and all times to  discontinue  any work commenced by it in
respect of the  Improvements or to change any course of action  undertaken by it
and shall not be bound by any  limitations or  requirements  of time whether set
forth herein or otherwise. Bank shall have the right and power (but shall not be
obligated)  to assume any  contract  made by or on behalf of Borrower in any way
relating to the  Improvements  and to take over and use all or any part or parts
of the labor, materials, supplies and equipment contracted for, by, or on behalf
of Borrower,  whether or not previously incorporated into the Improvements,  all
in the sole and absolute discretion of Bank.

     (b) In connection with any construction of the  Improvements  undertaken by
Bank  pursuant  to the  provisions  of this  Subsection,  Bank may:  (a)  engage
builders,  contractors,  architects,  and others for the  purpose of  furnishing
labor,  materials  and  equipment in  connection  with any  construction  of the
Improvements, (b) pay, settle or compromise all bills or claims which may become
liens against any of the Real Property, or which have been or may be incurred in
any manner in connection with the construction,  completion and equipment of the
Improvements or for the discharge of liens, encumbrances or defects in the title
of any of the Real  Property,  and (c) take such  other  action  (including  the
employment of watchmen to protect the Improvements) or refrain from acting under
this Agreement as Bank may in its sole and absolute discretion from time to time
determine without any limitation whatsoever.

     (c)  Borrower  and  Guarantor  shall be liable to Bank for all sums paid or
incurred  by  Bank  for  the  construction,  completion  and  equipment  of  the
Improvements  substantially in accordance with the Plans, whether the same shall
be paid or incurred  pursuant to the provisions of this Subsection or otherwise,
and all payments made or  liabilities  incurred by Bank under this  Agreement of
any kind  whatsoever  shall be paid by Borrower to Bank within five (5) Business
Days of demand with  interest  at the Default  Rate set forth in the Note to the
date of payment to Bank,  and all of the foregoing  including  interest shall be
deemed and shall  constitute  advances  under this Agreement and be evidenced by
the Note and secured by the other Loan Documents.

     (d) Upon the  occurrence  of any Event of Default,  the rights,  powers and
privileges  provided in this Subsection and all other remedies available to Bank
under this Agreement or by statute or by rule of law may be exercised by Bank at
any time and from time to time  whether or not the  Indebtedness  evidenced  and
secured by the Note and the Mortgage  shall be


                                       37
<PAGE>

due and payable,  and whether or not Bank shall have  instituted any foreclosure
or other action for the  enforcement  of the Mortgage or the Note.  Neither Bank
nor its officers, directors, employees, agents,  attorneys-in-fact or affiliates
shall be liable  for any action  lawfully  taken or omitted to be taken by it or
such Person under or in connection  with this  Subsection 8.3 (except for its or
such Person's own negligence or willful misconduct).


                                    SECTION 9
                         BORROWER'S RIGHTS AND REMEDIES

     9.1 The  Borrower  and each  Guarantor  shall  have all of the  rights  and
remedies provided in this Agreement and by the Uniform Commercial Code and other
applicable law.


                                   SECTION 10
                            MISCELLANEOUS PROVISIONS

     10.1 All preconditions to the obligation of Bank to make advances hereunder
are imposed solely and  exclusively  for the benefit of Bank and its assigns and
no other person shall have standing to require  satisfaction  of such conditions
in accordance with their terms or be entitled to assume that Bank will refuse to
make advances in the absence of strict compliance with any or all thereof and no
person shall,  under any  circumstances,  be deemed to be a beneficiary  of such
conditions, any or all of which may be freely waived in whole or in part by Bank
at  any  time  if in  its  sole  discretion  it  deems  it  advisable  to do so.
Inspections and approvals of the Plans,  the  Improvements,  and the workmanship
and materials used therein impose no  responsibility  or liability of any nature
whatsoever on Bank, and no person shall, under any circumstances, be entitled to
rely upon such  inspections  and  approvals by Bank for any reason.  Bank's sole
obligation  hereunder  is to  perform  in  accordance  with  the  terms  of this
Agreement,  including  the making of advances  if and to the extent  required by
this Agreement.

     10.2 All notices  hereunder shall be in writing and shall be deemed to have
been sufficiently given or served for all purposes as and when hand delivered or
sent by nationally  recognized  overnight  courier service requiring receipt for
delivery or as and when  deposited in a United  States mail  depository  or Post
Office, registered or certified mail, return receipt requested, addressed to any
party hereto at the following addresses,  or at such other address as such party
has provided to the other party in writing.

                  If to Borrower:

                  c/o Robert M. Okin
                  629 Grove Street
                  Jersey City, New Jersey 07310

                  With an Information copy to:

                  Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                  One Riverfront Plaza
                  Newark, NJ  07102-5497
                  Attn:  Lawrence Goldman, Esq.



                                       38
<PAGE>

                  If to Bank:

                  Summit Bank
                  210 Main Street
                  Hackensack, New Jersey 07601
                  Attn:  Rick DeBel, Vice President

                  With an Information copy to:

                  Podvey, Sachs, Meanor, Catenacci, Hildner & Cocoziello
                  One Riverfront Plaza
                  Newark, NJ  07102-5497
                  Attn:  Mark K. Lipton, Esq.

     Failure to send an information  only notice shall not invalidate any notice
otherwise properly given.

     10.3 All rights,  powers and remedies  herein given to Bank are  cumulative
and not  alternative,  and are in addition to all  statutes or rules of law. Any
forbearance  or delay by Bank in exercising the same shall not be deemed to be a
waiver thereof,  and the exercise of any right or partial exercise thereof shall
not preclude the further exercise  thereof,  and the same shall continue in full
force and effect until specifically  waived by an instrument in writing executed
by Bank. All  representations and covenants by Borrower shall survive the making
of the advances of the Loans,  and the  provisions  hereof shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties
hereto.

     10.4 All the terms, covenants,  conditions,  obligations,  stipulations and
agreements  contained  in the Note  and the  other  Loan  Documents  are  hereby
incorporated  herein and made a part  hereof to the same extent and effect as if
fully  set forth  herein.  In the event of a  conflict  between  any of the Loan
Documents and the  provisions of this  Agreement,  the provision that grants the
Bank the greatest protection shall control.

     10.5 (a) Notice of default and presentment,  demand,  protest and notice of
dishonor as to any provision of this  Agreement,  the Note,  the Mortgage or any
other agreement or instrument is hereby waived by the Borrower, except as may be
otherwise specifically provided in this Agreement or in any other Loan Document.

     (b) To the extent it may be lawful to do so, each  Borrower  for itself and
for any Person who may claim through or under it hereby:

     (i) agrees that neither it nor any such Person will set up, plead, claim or
in any manner whatsoever take advantage of, any appraisement,  valuation,  stay,
extension or  redemption  


                                       39
<PAGE>

laws, now or hereafter in force in any jurisdiction, which may delay, prevent or
otherwise  hinder (i) the performance or enforcement  of, or foreclosure  under,
this  Agreement  or the  other  Loan  Documents,  (ii)  the  sale  of any of the
Collateral  or (iii) the putting of the  purchaser  or  purchasers  thereof into
possession of such property immediately after the sale thereof;

     (ii) waives all benefit or advantage of any such laws;

     (iii) waives and releases all rights to have the Collateral  marshaled upon
any foreclosure, sale or other enforcement of this Agreement; and

     (iv)   waives  all  claims,   damages   and  demands   against  the  Bank's
repossession,  retention or sale of the Collateral  and all defenses,  rights of
set off and rights to interpose counterclaims of any nature.

     10.6 The Bank and the Borrower agree that the  relationship  of the Bank to
the Borrower is that of a Bank only.  The intent of this provision is to clarify
and stipulate  that the Bank is not a partner or a  co-venturer  of the Borrower
and that Bank's sole  interest in the Real  Property and  Collateral  is for the
purpose of security for repayment of the Obligations of the Borrower.

     10.7 (a) The Borrower  may at any time prepay any Loan  without  premium or
penalty.

     10.8  Borrower and the Guarantor  agree that they will,  from time to time,
execute,  acknowledge  and deliver,  or cause to be executed,  acknowledged  and
delivered, such supplements hereto and such further documents and instruments as
may reasonably be required for carrying out the intention of or facilitating the
performance of this Agreement or as requested by the Bank to perfect or preserve
any interests or liens granted to it pursuant to the Loan Documents.

     10.9 In the event  there is more than one  Borrower,  all  representations,
warrants,  covenants,  rights granted hereunder and provisions  contained herein
shall apply to each Borrower severally as well as to all Borrowers jointly.

     10.10 Anything to the contrary notwithstanding,  the Bank shall be entitled
to retain  all sums paid by or on behalf of  Borrower  pursuant  to the terms of
this  Agreement and any other  agreement,  document,  or instrument  executed in
connection  herewith  despite  the  filing of any  insolvency  proceeding  under
federal or state law, it being  acknowledged  by Borrower that all such payments
made to the Bank did not  constitute  a  preference,  was given in exchange  for
contemporaneous  value, permitted Borrower to continue to operate, did not favor
the Bank over other creditors,  and resulted in Borrower  obtaining  substantial
value and benefits.

     10.11 The Bank shall be under no duty to any  Borrower  or anyone  else to,
nor shall the Bank have any liability  whatsoever to any Borrower or anyone else
for failing to: (i)  preserve,  protect or marshal any of its  Collateral;  (ii)
preserve  or protect the rights of any  Obligor  against any person  claiming an
interest in any of the Collateral adverse to that of any Obligor;  (iii) realize
upon  any of the  Collateral  or in any  particular  order  or  manner  or  seek
repayment of the  Obligations  from any  particular  source;  or (iv) permit any
substitution  or exchange of all or any part of any of the Collateral or release
any part of any of the Collateral  from any lien,  even if that  substitution or

                                       40
<PAGE>

release would leave the Bank inadequately secured.

     10.12 Without  limitation of the Bank's rights at law, the Borrower  hereby
agrees  that so long as Bank  remains  the lead Bank and there is no  additional
costs or fees  payable  by the  Borrower,  the Bank shall have the right to sell
participations  in any  Obligation in the sole  discretion of the Bank,  and the
Borrower shall provide, or cause to be provided,  all required assistance to the
Bank  in  selling  and  closing  any  participation,  including  permitting  any
prospective  participant  to inspect  any  Obligor's  books,  records,  the Real
Property or Collateral.

     10.13 Bank shall be  permitted to publicize  the  Construction  Loan by any
means, including without limitation, by erecting and maintaining on the Premises
until  completion of the  construction of the  Improvements,  a sign or signs at
Bank's  expense,  in form and in  locations  reasonably  acceptable  to Borrower
indicating the source of the construction financing.

     10.14 The within  Agreement and the other Loan Documents are to be executed
and delivered  within the State of New Jersey,  are to be principally  performed
within the State of New  Jersey,  and the  Borrower  and the Bank elect that the
laws of New Jersey  (without regard to its principles of conflicts of law) shall
govern the construction of this Agreement and the rights, remedies,  warranties,
representations,   covenants  and  provisions   hereof.   The  Borrower   hereby
irrevocably  consents to the exclusive  jurisdiction  of the state courts of the
State of New Jersey and any federal  court located in the State of New Jersey in
connection  with any action or  proceeding  arising  out of or  relating to this
Agreement or any other Loan Document. The Borrower hereby waives the defenses of
forum non conveniens and improper venue.

     10.15 If any of the  provisions of this  Agreement  shall  contravene or be
held  invalid  under  the  laws of any  jurisdiction,  the  Agreement  shall  be
construed  as if not  containing  such  provisions  and  the  rights,  remedies,
warranties, representations,  covenants and provisions hereof shall be construed
and enforced accordingly in such jurisdiction and shall not in any manner affect
such  provision  in any  other  jurisdiction,  or any other  provisions  in this
Agreement in any jurisdiction.

     10.16 The Events of Default, rights, remedies, warranties, representations,
covenants and provisions set forth in this  Agreement,  or as may be provided by
applicable  law, shall be cumulative and not  alternative or exclusive,  and the
Bank's  Rights and  Remedies may be exercised by the Bank at such time or times,
in such order of preference, as the Bank in its sole discretion may determine.

     10.17 Section and Subsection  headings are for reference only and shall not
affect the interpretation or meaning of any provision of this Agreement.

     10.18 This  Agreement  embodies  the  entire  agreement  and  understanding
between  the  Borrower  and the Bank and  supersedes  all prior  agreements  and
understandings   relating  to  the  subject  matter  hereof.   All   warranties,
representations  and  covenants  incorporated  or made herein shall  survive the
execution  and delivery of this  Agreement.  No delay or omission of the Bank in
exercising or enforcing any of the Bank's  Rights and Remedies  hereunder  shall
constitute a waiver  thereof;  and no waiver by the Bank of any Event of Default
should  operate as a waiver of any other Event of Default.  No term or provision
hereof shall be waived, altered or modified except with the


                                       41
<PAGE>

prior written  consent of the Bank,  which consent makes  explicit  reference to
this Agreement. Except as provided in the preceding sentence, no other agreement
or  transaction,  of  whatsoever  nature,  entered into between the Bank and the
Borrower at any time (whether before, during or after the effective date of this
Agreement),  shall be construed in any particular as a waiver,  modification  or
limitation  of any of the Bank's  Rights and Remedies  under this  Agreement nor
shall  anything in this  Agreement  be construed  as a waiver,  modification  or
limitation  of any of the  Bank's  Rights  and  Remedies,  not  only  under  the
provisions  of  this  Agreement,  but  also  of  any  such  other  agreement  or
transaction.

     10.19  Any and all  references  to  "days"  in this  Agreement  shall  mean
"calendar days" except as otherwise specifically provided herein or by law.

     10.20 THE BANK AND BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE  THE  RIGHT  THEY  MAY  HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY  CIVIL
LITIGATION  BASED HEREIN,  OR ARISING OUT OF, UNDER OR IN  CONNECTION  WITH THIS
AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER  VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY.  THIS  PROVISION IS A MATERIAL  INDUCEMENT FOR
THE BANK ENTERING INTO THIS AGREEMENT EXECUTED AT NEWARK, NEW JERSEY ON THE DATE
FIRST ABOVE MENTIONED.

ATTEST:                                     CUNNINGHAM GRAPHICS
                                            INTERNATIONAL, INC.


BY: ________________________                BY: _____________________________
                                                Robert M. Okin,
        Secretary                               Senior Vice President and
                                                Chief Financial Officer


WITNESS:                                    CUNNINGHAM GRAPHICS REALTY, L.L.C.


BY: ________________________                BY: _____________________________
                                                Robert M. Okin,
                                                Chief Financial Officer


                                            SUMMIT BANK

                                            BY: _____________________________
                                                Rick DeBel,
                                                Vice President

                                       42


                                AGREEMENT OF SALE


     THIS AGREEMENT OF SALE (hereinafter  referred to as the "Agreement"),  made
this 28th day of October, 1998, by and between:

     WILLCO ASSOCIATES-1, L.L.C., a New Jersey limited liability company, having
an address at 236 Sussex  Drive,  Manhasset,  New York 11030,  Attn.:  Alfred C.
Kruger, Managing Member (hereinafter referred to as the "Seller"),

     AND

     CUNNINGHAM GRAPHICS INTERNATIONAL, INC., a New Jersey corporation, having a
mailing  address at 629 Grove  Street,  Jersey City,  New Jersey  07310,  Attn.:
Michael R. Cunningham, President, Chief Executive Officer, (hereinafter referred
to as the "Buyer").

                              W I T N E S S E T H:

     WHEREAS,  the Seller is the owner of real  property  located in the City of
Jersey  City,  County of Hudson and State of New Jersey,  known as 5 Burma Road,
Jersey City, New Jersey,  and currently  described on the tax map of the City of
Jersey City, New Jersey as Block 2154.3 - Lot 66, all as more  particularly  set
forth  in  Exhibit  "A"  attached  hereto  and made a part  hereof  (hereinafter
referred to as the "Land"),  together with (i) a certain building located on the
Land;  and  (ii)  all  fixtures  located  in the  building  or on the  Land  and
appurtenances affixed thereto, including, but not limited to, heating apparatus,
plumbing,  electrical and air conditioning systems,  (hereinafter the buildings,
other  improvements and fixtures are referred to as the  "Improvements"  and the
Land and Improvements are collectively referred to as the "Premises"); and

     WHEREAS,  Buyer  desires to purchase the  Premises  from the Seller and the
Seller desires to sell the Premises to the Buyer, subject, however, to the terms
and conditions hereinafter set forth.

     NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
herein contained, the Buyer and the Seller hereby covenant and agree as follows:



<PAGE>

     1. PREMISES.  The Seller hereby  covenants and agrees to sell and convey to
the  Buyer,  and the Buyer  hereby  covenants  and agrees to  purchase  from the
Seller,  upon the terms,  covenants,  conditions and agreements  hereinafter set
forth, all of the Seller's right, title and interest in and to the Premises.

     2. PURCHASE PRICE.

     (i) The Buyer hereby agrees to pay, in consideration of the delivery by the
Seller  to the  Buyer of a Deed of  Bargain  and  Sale  with  Covenants  Against
Grantor's Acts describing the Premises  (hereinafter referred to as the "Deed"),
a  purchase   price  in  the  amount  of  Six  Million   Thirty  Five   Thousand
($6,035,000.00)  Dollars,  subject  to the  adjustments  hereinafter  set forth,
(hereinafter referred to as "Purchase Price").

     3. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid by the Buyer
to the Seller as follows:

     (i) Upon the  execution  of this  Agreement,  the sum of Three  Hundred One
Thousand  Seven  Hundred  Fifty  ($301,750.00)  Dollars (the "Escrow  Deposit"),
payable by check to the order of the attorney  trust account of the Escrow Agent
(as  defined  below),  the receipt of which is hereby  acknowledged,  subject to
collection.  The Escrow  Deposit shall be held in escrow in an  interest-bearing
attorney trust account with Roberta S. Weisinger,  Esq. attorney for the Seller,
as "Escrow Agent" upon the terms and conditions set forth in paragraph 4 of this
Agreement; and

     (ii) Upon the  execution  of this  Agreement,  an  additional  sum of Three
Hundred One Thousand Seven Hundred Fifty ($301,750.00)  Dollars (the "Additional
Escrow Deposit"), payable by check to the order of the attorney trust account of
the  Escrow  Agent,  the  receipt  of which is hereby  acknowledged,  subject to
collection.  The Additional Escrow Deposit shall be held in an  interest-bearing
attorney  trust account with the Escrow Agent upon the terms and  conditions set
forth in paragraph 4 of this Agreement; and

     (iii) Upon  closing of title and  delivery of the Deed,  the balance of the
Purchase Price, subject to the adjustments set forth



                                       2
<PAGE>

herein,  the latter sum to be paid in accordance  with the provisions of Section
10(b)(i).

     4. ESCROW.  (a) The Escrow Deposit and  Additional  Escrow Deposit shall be
commingled  and deposited by the Escrow Agent in an  interest-bearing,  attorney
trust account in a bank reasonably selected by Escrow Agent to be maintained and
disbursed in accordance with the provisions  hereof.  If, prior to expiration of
the  Inspection  Period,  as such  term is  defined  in  paragraph  7(a) of this
Agreement,  the Escrow Agent receives the Inspection  Termination  together with
the  Inspection  Report(s),  as such terms are defined in paragraph 7(a) of this
Agreement,  then within five (5) days of receipt thereof, the Escrow Agent shall
refund the Escrow Deposit and Additional  Escrow Deposit  together with one-half
(1/2) of the interest accrued thereon,  to the Buyer. If, upon expiration of the
Inspection  Period, as such term is defined in paragraph 7(a) of this Agreement,
the Escrow Agent has not received the Inspection  Termination  and/or Inspection
Report(s)  then and in that event,  the Escrow Agent shall  continue to hold the
Escrow  Deposit and  Additional  Escrow Deposit in escrow for the benefit of the
Seller,  subject  to the  right  of the  Buyer to have the  Escrow  Deposit  and
Additional Escrow Deposit returned to the Buyer, only if, prior to expiration of
the  Environment  Due  Diligence  Period,  as defined in paragraph  7(b) of this
Agreement,  or Extended  Environmental Due Diligence  Period, if applicable,  as
defined in paragraph  7(b)(i) of this  Agreement,  the Escrow Agent has received
the Environmental Termination, together with the Environmental Certification and
Environmental  Study (all as defined in paragrpah 7(b) of this  Agreement).  If,
prior to  expiration of the  Environmental  Due  Diligence  Period,  or prior to
expiration of the Extended  Environmental  Due Diligence  Period, if applicable,
the Escrow  Agent  receives  the (Final)  Environmental  Certification,  (Final)
Environmental  Study and the  (Final)  Environmental  Termination  as defined in
paragraph 7(b) or 7(b)(i),  if applicable,  of this Agreement,  then within five
(5) days of receipt  thereof, 


                                       3
<PAGE>

the Escrow Agent shall refund the Escrow Deposit and Additional Deposit together
with  one-half  (1/2) of the  interest  accrued  thereon to the Buyer. 

     If, upon expiration of the  Environmental  Due Diligence Period or Extended
Environmental  Due  Diligence  Period,  the Escrow  Agent has not  received  the
Inspection  Termination  together with the Inspection Reports,  then within five
(5) days after  expiration  of the  Environmental  Due  Diligence  Period or the
Extended  Environmental Due Diligence Period, the Escrow Agent shall deliver the
Escrow Deposit and Additional Escrow Deposit together with one-half (1/2) of the
interest accrued thereon to the Seller.

     (b) Without the consent of the Buyer and Seller, the Escrow Agent shall not
release the Escrow Deposit to any party. In the event that any party requests in
writing that the Escrow Agent deliver the Escrow  Deposit  and/or the Additional
Escrow Deposit to such party,  the Escrow Agent shall make a written request for
the consent of the other  party and in such  written  request  notify such party
that unless an objection is made in writing to the release of the Escrow Deposit
and/or the Additional Escrow Deposit, within ten (10) days of the non-consenting
party's receipt of such notice,  the Escrow Deposit and/or the Additional Escrow
Deposit  will be  released to the party  requesting  the Escrow  Deposit  and/or
Additional  Escrow Deposit.  If the Escrow Agent receives a written objection to
the release of the Escrow  Deposit  and/or the Additional  Escrow  Deposit,  the
Escrow  Agent  shall  make no  disbursement  of the  Escrow  Deposit  and/or the
Additional  Escrow Deposit until so authorized in a writing,  signed by both the
Buyer and  Seller  or by a final  non-appealable  order of a court of  competent
jurisdiction, and in either of such events, Escrow Agent shall then disburse the
Escrow  Deposit  and/or the  Additional  Escrow  Deposit in accordance  with the
notice or the order, as applicable.  No fee or other charges shall be payable to
Escrow Agent by the Buyer unless an  interpleader  is filed by Escrow Agent,  in
which event Buyer  shall pay such fees as  directed by the Court.  Escrow  Agent
shall not be liable to either party  hereunder  for any act 


                                       4
<PAGE>

undertaken in good faith and without fraud or gross  negligence on its part. The
parties acknowledge that the Escrow Agent is acting in this capacity solely as a
stakeholder  for the  convenience of the parties.  In the event of any conflict,
the Escrow Agent may institute an interpleader action with respect to the Escrow
Deposit and/or the Additional Escrow Deposit.  The parties acknowledge and agree
that  notwithstanding  the Escrow Agent's role as Escrow Agent,  that the Escrow
Agent is counsel to the Seller and may  continue  to be counsel to the Seller in
the event of any dispute,  including  litigation  relating to the Escrow Deposit
and/or Additional Deposit or relating to any other matter.

     5. PERMITTED ENCUMBRANCES.  The Premises shall be sold and conveyed subject
to the following "permitted encumbrances":

          (a) Zoning  and  building  regulations,  ordinances  and  requirements
     adopted by any authority having jurisdiction which relate to the Premises;

          (b) Terms,  Covenants,  Conditions and Restrictions in Deed Book 2906,
     Page 443 and Deed Book  3051,  Page 382,  provided  that the title  company
     shall  provide  affirmative  insurance  against  forfeiture or reversion of
     title;

          (c) Easement, Conditions and Rights in Deed Book 3051, Page 382;

          (d) The  non-exclusive  right to use, maintain and repair the railroad
     track spur situated in the easement parcel;

          (e) Easement in Deed Book 3376, Page 698; and

          (f) Easement for the construction,  operation,maintenance,  repair and
     replacement of a railroad spur track and a connecting switch along,  across
     and over the  following  described  parcel as set forth in Deed Book  3133,
     Page 598:

          Starting at a point in the northerly  line of Statue of Liberty Drive,
          distant  224  feet  westerly  for  the  intersection  formed  by  said
          northerly  line of Statue of Liberty  Drive with the westerly  line of
          Edward J. Hart Road;  running,  thence  northerly and parallel to said
          westerly  line of Edward J. Hart  Road,  north 36  degrees  15 minutes
          39.51 seconds east 358.31 feet to a point,  said point being the point
          of place of beginning of the parcel herein described; thence

          (1)  Northerly  and parallel to said  westerly  line of Edward J. Hart
          Road north 36 degrees 15 minutes  39.51  seconds  east 30.28 feet to a
          point; thence

          (2) Westerly,  north 63 degrees 16 minutes 48 seconds west 268.48 feet
          to its  intersection  with the  extension  of a line  located  18 feet
          southerly  and parallel to the  southerly  face of a certain  concrete
          warehouse  standing  on Plot 1D,  Block  2154,  Tax Map of the City of
          Jersey City and  belonging  to  Distribution  & Export  Merchandising,
          Inc.: Thence


                                       5
<PAGE>

          (3)  Easterly  and along the  extension  of the line  located  18 feet
          southerly  from the southerly  face of the  aforementioned  warehouse,
          south 53 degrees 45 minutes 10 seconds  east  120.08  feet to a point;
          thence

          (4)  Continuing  easterly  south 63 degrees 16 minutes 48 seconds east
          145.96 feet to the point or place of beginning.

     6. TITLE. As reasonably  promptly possible after the execution hereof,  the
Buyer shall order a title insurance  commitment  ("Commitment") for the Premises
from a title  company  licensed  to do  business  in the State of New  Jersey at
regular rates ("Title  Company") and a survey ("Survey") of the Property showing
the title  matters set forth in the  Commitment.  Seller shall convey fee simple
title to Buyer, at the time of closing, which shall be insurable and marketable.
For purposes of this Agreement,  "marketable title" shall be deemed to be such a
title as a Title  Company  shall  insure at standard  rates and subject  only to
those  "permitted  encumbrances"  set forth in Paragraph 5 above (such  matters,
collectively,   "Permitted  Encumbrances").  Prior  to  the  expiration  of  the
Inspection  Period,  Buyer shall furnish a copy of the  Commitment and Survey to
the Seller and give notice (the  "Notice") to Seller of any  exceptions to title
("Objections") which are not Permitted  Encumbrances.  Failure to give notice to
Seller of any  Objections  which  are not  Permitted  Encumbrances  prior to the
expiration of the Inspection  Period,  as such term is defined in Paragraph 7(a)
of this  Agreement,  shall be deemed a waiver by Buyer of any right to object to
the condition of title to the Premises.  Provided that Buyer provides  Notice to
Seller of any objections,  which are not Permitted  Encumbrances within the time
period set forth above,  then and in that event,  Seller shall use  commercially
reasonable  and diligent  efforts to cause any such  Objections to be removed as
title  exceptions.  In the  event  that  Seller  cannot  deliver  title  without
reference to the Objections after using  commercially  reasonable  efforts to do
so, then Buyer  reserves the right to terminate this  Agreement,  in which event
the sole remaining  obligations  hereunder  shall be upon Escrow Agent to return
the Escrow  Deposit and  Additional  Escrow  Deposit to Buyer. 


                                       6
<PAGE>

Buyer shall give Seller a reasonable  period from the date of delivery of Notice
to the Seller of any objections  which are not Permitted  Encumbrances,  to cure
such title matter. Nothing contained in this paragraph 6 shall limit the Buyer's
right to object to any lien or encumbrance  affecting the Premises first created
by Seller after the expiration of the  Inspection  Period.  Notwithstanding  the
provisions  of  this  paragraph  6,  the  Seller  shall  pay  off  any  monetary
encumbrance  against  the  Premises  on or before the date of Closing out of the
cash then payable and provide recordable instruments of release and discharge of
such  encumbrances  in form and substance  reasonably  satisfactory to the Title
Company,   provided,   that,  with  respect  to  any  encumbrance  held  by  any
institutional  lender,  the delivery of pay-off  letters from the  institutional
lender  shall be  satisfactory.  The Seller  shall pay the cost of  canceling or
discharging any such  encumbrances or may provide Buyer with a credit at closing
for the cost of canceling of any such encumbrance.

     7.  CONDITIONS  PRECEDENT.  The  Buyer's  obligation  to close title to the
Premises shall be conditioned and contingent upon the following:

     (a)  Inspection  Period:  Upon the date of execution of this  Agreement and
continuing  for a period of forty-five  (45) days  thereafter  (the  "Inspection
Period"),  the Buyer shall have the right to enter onto the Premises in order to
perform inspections and/or  investigations of the physical condition of the land
and building,  including without limitation,  inspection and/or investigation of
structural,  mechanical,  electrical,  plumbing,  HVAC and other  systems and to
conduct such other  investigations  and inquiries  and meet with such  governing
authorities,  for  the  purpose,  without  limitation  of  gaining  approval  of
employment programs by the New Jersey Economic Development Authority,  to obtain
all required  governmental  approvals  and/or  permits  and/or to obtain utility
company  agreements or for any other purpose as Buyer,  in its sole and absolute
discretion,  determines  necessary.  At any time prior to the  expiration of the
Inspection  Period,  the


                                       7
<PAGE>

Buyer, may terminate this Agreement ("Inspection  Termination"),  for any reason
by delivering all written reports evidencing  inspections and/or  investigations
(the "Inspection Reports") and a written notice of Inspection Termination to the
Seller and Escrow Agent,  whereupon the Escrow  Deposit and  Additional  Deposit
shall be returned to the Buyer in  accordance  with the  provisions of paragraph
4(a)  of  this  Agreement  and  all  rights  and  obligations  with  respect  to
performance  by the  Buyer  and the  Seller  hereunder  shall be null and  void.
Failure  by the  Buyer  to  provide  the  Inspection  Report(s)  and  Inspection
Termination  to Seller prior to the expiration of the  Inspection  Period,  TIME
BEING OF THE ESSENCE,  shall be deemed a waiver of any right of termination that
Buyer may have pursuant to this provision.

     (b) Environmental Due Diligence Period:  Upon the date of execution of this
Agreement  and  continuing  for a period  of sixty  (60)  days  thereafter  (the
"Environmental Due Diligence Period"),  the Buyer shall have the right,  subject
to the  provisions  of paragraph  7(b)(ii),  to perform  tests and soil borings,
observe,  measure or otherwise  study or review the Premises or any part thereof
for the purpose of  conducting a Phase I  environmental  audit of the  Premises,
wetlands  review,  ground  water  monitoring  and/or  underground  storage  tank
testing, if applicable ("Environmental  Study(ies)").  Subject to the provisions
of paragraph 7(b)(i) below, in the event the results of any Environmental  Study
result  in  environmental   conditions   which  exceed  allowable   governmental
standards, as certified to Seller by Buyer's environmental engineer ("Engineer's
Certification")  then and in that event Buyer may,  prior to  expiration  of the
Environmental  Due Diligence  Period,  either:  (i) terminate  this Agreement by
delivering the Engineer's  Certification  together with the Environmental  Study
and a notice of  termination  to the  Seller and  Escrow  Agent  ("Environmental
Termination"), in which case, the Escrow Deposit and Additional Deposit shall be
returned to the Buyer in accordance  with the  provisions  of paragraph  4(a) of
this Agreement and all rights and 


                                       8
<PAGE>

obligations  with respect to performance  by the Buyer and the Seller  hereunder
shall  be null  and  void.  Failure  by the  Buyer  to  deliver  the  Engineer's
Certification,  Environmental Study and Environmental  Termination to Seller and
the Escrow Agent prior to expiration of the  Environmental Due Diligence Period,
TIME BEING OF THE ESSENCE,  shall be deemed a waiver of any right of termination
that Buyer may have  pursuant to this  provision;  or (ii) deliver to Seller and
Escrow Agent, prior to expiration of the Environmental Due Diligence Period, the
Engineer's  Certification  together with a copy of the Environmental Study and a
written  request of Seller to remediate the  environmental  condition to a level
which is at or below allowable governmental standards  ("Remediation  Request").
Provided  that  Buyer  has,  delivered  to  Seller  and the  Escrow  Agent,  the
Engineer's   Certification   together  with  the  Environmental  Study  and  the
Remediation  Request,  as provided above,  Seller shall have thirty (30) days to
review  and  respond  to  Buyer's  Remediation  Request,  provided  that  Seller
shallduring the thirty (30) day period, act in a diligent manner in pursuing its
own  investigation in order to determine whether it is willing or able to comply
with the Remediation Request then and in that event should Seller determine that
it requires an extension  of the above thirty (30) day period,  then Buyer shall
extend such time period for a  reasonable  period of time for Seller to complete
its  investigation.  If, at any time Seller provides  written notice to Buyer in
which it refuses to comply with the terms of the Remediation  Request,  then and
in that event,  Buyer may  terminate  this  Agreement by  delivering a notice of
termination  to the Seller and Escrow  Agent  within five (5) days of receipt of
Seller's  notice of its refusal to remediate  the  environmental  condition to a
level which is at or below  allowable  governmental  standards,  whereupon,  the
Escrow  Deposit  and  Additional  Deposit  shall  be  returned  to the  Buyer in
accordance  with the  provisions  of paragraph  4(a) of this  Agreement  and all
rights  and  obligations  with  respect to  performance  by the Buyer and Seller
hereunder  shall be null and  void.  Failure  by Buyer to  deliver  a notice  of
termination  to the Seller and the 


                                       9
<PAGE>

Escrow Agent within the five (5) day period discussed  above,  TIME BEING OF THE
ESSENCE,  shall be deemed a waiver of any right of  termination  that  Buyer may
have pursuant to this provision.  In the event Seller agrees to the terms of the
Remediation  Request,  Seller  shall use  commercially  reasonable  and diligent
efforts to comply  with the  Remediation  Request  and Buyer shall give Seller a
reasonable period of time to comply with the terms of the Remediation Request.

     (i) In  the  event  the  results  of  any  Environmental  Study  result  in
environmental  conditions  which exceed  allowable  governmental  standards,  as
evidenced  by  Buyer's  Engineer's  Certification  or if  the  results  of  such
Environmental  Study are inconclusive,  then and in that event, Buyer may elect,
(in  lieu  of  delivering  to  Seller  the  Environmental   Termination  or  the
Remediation  Request  as  discussed  in  paragraph  7(b)  above),  to extend the
Environmental  Due Diligence Period for an additional  thirty (30) day period in
order to continue further  Environmental  Studies  ("Extended  Environmental Due
Diligence  Period").  In order to exercise any right to extend the Environmental
Due Diligence  Period,  Buyer must, prior to expiration of the Environmental Due
Diligence  Period,  deliver to the Escrow Agent: (1) a written request to extend
the  Environmental  Due  Diligence  for a period not to exceed  thirty (30) days
("Extension  Request");  and  (2) a  certification  from  Buyer's  environmental
engineer which either: (a) sets forth the specific environmental condition which
exceeds allowable governmental  standards;  or (b) sets forth the portion of the
Environmental   Study  which  is   inconclusive   (the   "Extension   Engineer's
Certification");  together with (3) a  non-refundable  check made payable to the
order of the Seller in the amount of Forty  Thousand  ($40,000.00)  Dollars (the
"Extension Check"). Provided that Buyer has delivered the Extension Request, the
Extension  Engineer's  Certification  and the  Extension  Check then and in such
event,  the  Environmental  Due  Diligence  Period  shall  be  extended  for  an
additional  thirty  (30) day  period,  for the  sole  purpose  of Buyer  further
studying the information contained in the 


                                       10
<PAGE>

Extension   Engineer's   Certification  and  for  no  other  purpose.  It  being
specifically  understood  that any issue not raised in the Extension  Engineer's
Certification shall be deemed waived by Buyer.

     In the event that the results of Buyer's  further study of the  information
contained in the Extension  Engineer's  Certification  results in  environmental
conditions which exceed allowable  governmental  standards ("Final Environmental
Study(ies),  as certified to Seller by Buyer's  environmental  engineer  ("Final
Engineer's Certification") then and in such event Buyer may, prior to expiration
of the Extended  Environmental  Due Diligence Period either:  (i) terminate this
Agreement by  delivering  the Final  Engineers  Certification  together with the
Final  Environmental  Study and a notice  of  Environmental  Termination  to the
Seller and the Escrow  Agent,  in which case the Escrow  Deposit and  Additional
Deposit  shall be returned to the Buyer in  accordance  with the  provisions  of
paragraph 4(a) of this Agreement and all rights and obligations  with respect to
performance  by the  Buyer  and the  Seller  hereunder  shall be null and  void.
Failure by the Buyer to timely deliver the Final  Engineer's  Certification  and
the  Final  Environmental  Study and a notice of  Environmental  Termination  to
Seller and the Escrow Agent,  prior to expiration of the Extended  Environmental
Due Diligence Period, TIME BEING OF THE ESSENCE, shall be deemed a waiver of any
right of  Termination  that Buyer may have pursuant to this  provision;  or (ii)
deliver  to Seller  and the  Escrow  Agent the  Final  Engineer's  Certification
together with a copy of the Final Environmental Study and a Remediation Request.
If after delivery of the Final  Engineer's  Certification,  Final  Environmental
Study and  Remediation  request  from Buyer to the Seller and the Escrow  Agent,
Seller refuses to comply with the terms of the  Remediation  Request then and in
that  event,  Buyer may  terminate  this  Agreement  by  delivering  a Notice of
Termination  to the Seller and Escrow  Agent  within five (5) days of receipt of
Seller's  notice of its refusal to remediate  the  environmental 


                                       11
<PAGE>

condition  to a level  which is at or below  allowable  governmental  standards,
whereupon,  the Escrow Deposit and  Additional  Deposit shall be returned by the
Escrow Agent to the Buyer in accordance with the provisions of paragraph 4(a) of
this Agreement and all rights and obligations with respect to performance by the
Buyer,  Seller and the Escrow Agent hereunder shall be null and void. Failure by
Buyer to deliver a Notice of  Termination  to the Seller and Escrow Agent within
the five (5) day period  discussed  above,  TIME BEING OF THE ESSENCE,  shall be
deemed a waiver of any right of termination that Buyer may have pursuant to this
provision.  In the event Seller agrees to the terms of the Remediation  Request,
Seller shall use commercially reasonable and diligent efforts to comply with the
Remediation  Request and Buyer shall give Seller a reasonable  period of time to
comply with the terms of the Remediation Request.

     (ii) Buyer  hereby  agrees  that prior to its entry  onto the  Premises  to
perform Environmental  Studies, Buyer shall have delivered to Seller evidence of
liability  insurance  in an  amount of not less than  $1,000,000.00  naming  the
Seller as additional insured.

     (c) Non-Applicability.

     Seller has  previously  received  within  the last six (6) months  from the
Department of Environmental Protection, pursuant to the Industrial Site Recovery
Act  ("ISRA"),  a  determination  that ISRA is not  applicable  to the  Premises
("Non-Applicability  Determination") and Seller shall deliver the Certificate of
Non-Applicability  to Buyer.  Seller shall make an additional  application for a
Non-Applicability   Determination  upon  expiration  of  the  Environmental  Due
Diligence Period, if necessary, with respect to this transaction.

     8. LOSS OR  DAMAGE.  (a) The  Seller is  responsible  for any damage to the
Premises  beyond  ordinary  wear and tear until the Closing.  If the Premises is
damaged by fire, vandalism,  storm, flood or any other casualty between the date
of this  Agreement and the Closing,  the parties shall obtain an estimate of the
cost of 


                                       12
<PAGE>

restoring the Premises from an established contractor of their choice. If, there
is any damage or injury  caused to the Premises and the estimate to restore same
is in excess of  $100,000.00,  then either  Buyer or Seller may  terminate  this
Agreement  by written  notice to the other given  within ten (10) days after the
damage occurs,  which  termination by Seller may be negated by Buyer electing by
written  notice to Seller given  within ten (10) days after  receipt of Seller's
notice of termination,  to accept the Premises without reduction in the Purchase
Price.  In the event that the cost of  restoring  the damage to the  Premises is
less  than  $100,000.00  or if in  excess  thereof  and  this  Agreement  is not
terminated  by  either  the  Buyer  or the  Seller,  the  Buyer  shall  close in
accordance  with this Agreement and pay the entire  Purchase Price less a credit
in an amount equal to the cost of completing the restoration as estimated by the
contractor or agreed to by the parties, but in no event shall such credit exceed
the sum of $100,000.00.  If,  pursuant to this  paragraph,  this Agreement is so
terminated,  there shall be no further obligations hereunder, except that Escrow
Agent shall return the Escrow  Deposit and  Additional  Escrow  Deposit to Buyer
within five (5) days of written notice of termination.

     (b) In the event any proceeding or negotiation is instituted  which results
or may  result  in a taking  or  condemnation  of the  Premises  or any  portion
thereof,  the Seller shall  promptly  notify the Buyer  thereof,  describing the
nature and extent thereof. The Buyer may then, at its sole election, at any time
prior to the tenth (10th) day after it receives  notice of such  proceedings and
negotiations,  terminate  this  Agreement  by  written  notice  to  the  Seller,
whereupon neither party shall have any further right against the other hereunder
and the Escrow Agent shall within five (5) days return the Escrow Deposit to the
Buyer.  In the event that this Agreement is not terminated by Buyer by reason of
such  taking,  then  and in that  event,  the  sale  of the  Premises  shall  be
consummated  as herein  provided and the Seller shall assign to the Buyer on the
Closing Date all of the Seller's  rights,  title and 


                                       13
<PAGE>

interest  pertaining to all awards  payable by reason thereof and shall pay over
to the Buyer all amounts  theretofore  received by the Seller in connection with
such taking.

     9. CLOSING.

     (a) The closing  and  transfer  of title to the  Premises  pursuant to this
Agreement  shall  take  place on or prior to the  thirtieth  (30th) day from the
expiration of the Environmental Due Diligence Period (or Extended  Environmental
Due Diligence  Period,  if applicable)  which date shall be  memorialized by the
parties upon execution of the Contract of Sale.

     (b) The closing and transfer of title to the  Premises  shall take place at
the offices of Jack Wind, Esq., Margulies, Wind, Herrington & Knopf, 15 Exchange
Place,  Jersey City,  New Jersey 07302 (the "Buyer's  Attorney"),  or such other
place as may be agreed to by the Buyer and Seller.

     10. DEED AND OTHER DOCUMENTS/ITEMS.

     (a) At the Closing, Seller shall deliver to Buyer the following:

          (i) A  Bargain  and  Sale  Deed  containing  a  covenant  against  the
     grantor's acts, duly signed and acknowledged, conveying the Premises in fee
     simple,   free  of  all  liens  and  encumbrances,   except  the  Permitted
     Encumbrances;

          (ii) A check  payable to the Clerk of Hudson County in full payment of
     the New Jersey Realty Transfer Tax or, in the alternative,  an allowance to
     Buyer by way of credit for the amount;

          (iii) A check  payable  to the Real  Estate  Brokers,  as such term is
     hereinafter defined or, in the alternative, an allowance to Buyer by way of
     credit for the amount;

          (iv) Keys;

          (v) Tax bills for the  Premises  for the tax year in which the Closing
     occurs;

          (vi) Duly executed  Affidavit of Title in form  requested by the Title
     Company;

          (vii) Duly executed FIRPTA Affidavit in form reasonably  acceptable to
     the Seller and the Buyer; and 

                                       14
<PAGE>

          (viii) A letter  of  non-applicability  as set forth in  Section  7(c)
     hereof or, if necessary.

     (b) At the Closing, Buyer shall deliver to the Seller the following:

          (i) The balance of the Purchase Price in bank funds,  certified funds,
     New  Jersey  Attorney's  Trust  Account  check or by wire  transfer  to the
     account designated by Seller in writing.

     11. LIQUIDATED DAMAGES/REMEDIES.

     (a) The Buyer and the Seller  covenant and agree that it would be difficult
to  determine  and  quantify  the  Seller's  damages in the event of the Buyer's
default and failure to complete the  purchase of the  Premises  pursuant to this
Agreement.  The Buyer and the Seller  therefore  covenant  and agree that if the
Buyer fails to make the  payments  to the Seller as herein  provided or fails to
perform the covenants and  agreements  contained in this Agreement in good faith
the same shall constitute a default hereunder and this Agreement,  at the option
of the Seller,  as its sole and exclusive remedy shall become null and void, and
the Seller  shall be  entitled  to the Escrow  Deposit  and  Additional  Deposit
previously paid to the Escrow Agent,  which amounts may be paid to Seller by the
Escrow Agent in  accordance  with  Paragraph 4 of this  Agreement as  liquidated
damages for such failure or breach.

     (b) In the event Seller is unable to transfer the Property to Buyer for any
reason then the sole obligation of Seller shall be to refund to Buyer the Escrow
Deposit and Additional Deposit.

     12. REAL ESTATE BROKER. The Seller and the Buyer each warrant and represent
to one another that no real estate broker was involved in any way in introducing
them to each other and in procuring this Agreement,  except for  Insignia/Edward
S. Gordon (hereinafter referred to as the "Broker").  The Seller agrees to pay a
commission to the Broker,  upon closing and transfer of title an amount equal to
4.0% of the Purchase Price to the Broker (the  "Commission").  In no event shall
the commission be deemed earned, payable or due unless and until the closing and
transfer of title



                                       15
<PAGE>

to the Premises from Seller to Buyer.  Should there be asserted  against  either
Seller or Buyer any claim for a brokerage commission, finders fee or similar fee
other than as  described  in this  paragraph  12, as the result of any actual or
alleged  agreement,  written or oral,  or any action made or  undertaken  by the
other party,  then such other party shall  indemnify,  protect,  defend and save
harmless the Seller or Buyer,  as the case may be, from any liability,  damages,
losses, costs and expenses related thereto, including reasonable attorneys fees.
In case any  action  shall be  brought  against  the  Seller or the Buyer for an
alleged  brokerage  commission or finders fee and in respect to which  indemnity
may be sought  against  either of them,  the party  against whom such action was
brought shall  promptly  notify the other party in writing and the  indemnifying
party shall assume the defense  thereof,  including  the  employment  of counsel
selected  by  the   indemnifying   party  (which  counsel  shall  be  reasonably
satisfactory  to the indemnified  party),  the payment of all costs and expenses
and  the  right  to  negotiate  and  consent  to  settlement.   Upon  reasonable
determination  made by the indemnified  party, the indemnified  party shall have
the right to employ  separate  counsel in any such action and to  participate in
the defense thereof; provided, however, that the indemnified party shall pay the
costs and  expenses  incurred  in  connection  with the  employment  of separate
counsel.  The  indemnifying  party shall not be liable for any settlement of any
such action effected without its consent, but if settled with its consent, or if
there is a final judgment for the claimant in any such action,  the indemnifying
party agrees to indemnify and save harmless the  indemnified  party against whom
such action was brought from and against any loss or liability by reason of such
settlement or judgment.  The  provisions of this  Paragraph 12 shall survive the
closing of title and/or  termination  of this Agreement and shall not merge into
the Deed.

     13. ADJUSTMENTS, APPORTIONMENTS AND EXPENSES AT CLOSING.

     13.1 The following shall be apportioned between the Seller and the Buyer as
of the Closing Date:




                                       16
<PAGE>

          (i) Real  estate  taxes on the  basis of the  calendar  year for which
     assessed,  except that if the closing and transfer of title to the Premises
     shall  occur on a date  prior to the time  that the  final tax rate for the
     year of the  closing is fixed,  the  apportionment  of taxes shall be based
     upon the taxes as then assessed; and

          (ii)  Charges of public or  private  utilities,  if any,  shall not be
     adjusted  but shall be paid by Seller  based  upon a current  reading to be
     obtained by Seller.

     13.2 All unpaid  municipal  assessments  against the  Premises  for work or
improvements  completed  on or before the Closing  Date shall be paid in full by
the Seller or allowed as a credit  against the  Purchase  Price.  If the work or
improvement  is not completed by the Closing Date,  then only the Buyer shall be
responsible  for any  assessment  installment  payable  after that date.  If the
improvement  is completed  by the Closing Date but the amount of the  assessment
has not yet been determined,  the Seller shall pay a reasonably estimated amount
at  closing.  When the amount of the charge is  finally  determined,  the Seller
shall pay any  deficiency  to the Buyer or the Buyer  shall  refund  any  excess
payment back to the Seller.  The Seller  represents and warrants that the Seller
has received no notice of any assessment  affecting the Premises and that to the
best of the  Seller's  knowledge,  no  assessment  is proposed  or planned.  The
provisions of this  paragraph  13.2 shall survive the closing of title and shall
not merge into the Deed.

     13.3 ERRORS IN APPORTIONMENTS.  If after the Closing,  the parties discover
any error in adjustments and apportionments, the same shall be corrected as soon
after the  discovery  as  possible.  The  provisions  of this Section 13.3 shall
survive the Closing,  except that no adjustment shall be made later than six (6)
months  after the  Closing,  unless  prior to such date the  party  seeking  the
adjustment  shall have  delivered a written  notice to the other  specifying the
nature and basis for such claim.

     14. PHYSICAL CONDITION OF THE PREMISES.


                                       17
<PAGE>

     14.1  The  Buyer  acknowledges  that it has  made or has  reserved  in this
Agreement the right to make whatever  investigation,  inspection and examination
of the physical nature and condition of the Premises that it desires,  including
without  limitation,  the  building and the  heating,  plumbing  and  electrical
systems.  However, the Buyer realizes that the Premises are being sold in an "AS
IS"  condition,   provided,  however,  Seller  shall  deliver  the  Premises  in
broom-clean condition.  The Buyer further acknowledges that, except as expressly
provided herein, the Seller has not made any statements, claims or guaranties as
to the value or condition of the Premises. The Buyer fully realizes that, except
as expressly  provided herein,  the Seller does not assume any responsibility or
liability on account of any such  physical  condition.  The Seller shall deliver
possession of the Premises in vacant condition.  In addition, the Premises shall
be in the  same  condition  on the  Closing  Date,  as it is on the date of this
Agreement,  deterioration from ordinary and reasonable usage and exposure to the
elements excepted.

     15. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

     (a) Seller, hereby represents,  warrants and covenants the following which,
shall be deemed made by Seller to Buyer also as of the Closing Date:

          (i) Seller is a limited  liability  company  duly  organized,  validly
     existing  and in good  standing  under the laws of the State of New Jersey,
     and has full power and authority to perform its obligations hereunder.

          (ii) The  execution  and  delivery of this  Agreement  by Seller,  the
     performance  by Seller of its  covenants and  agreements  hereunder and the
     consummation by Seller of the transactions contemplated hereby have been or
     will  be  duly  authorized  by all  necessary  action.  When  executed  and
     delivered by Seller,  this Agreement  shall  constitute a valid and legally
     binding obligation of Seller enforceable  against Seller in accordance with
     its terms, except as may be limited by bankruptcy,  insolvency or other law
     affecting generally the enforceability of creditors right and by 


                                       18
<PAGE>

     limitation on the availability of equitable remedies.

          (iii) Neither the execution  and delivery of this  Agreement,  nor the
     consummation  of the  transactions  contemplated  herein,  will violate any
     provision of the  certificate of formation or by-laws of Seller or any law,
     rule, regulation, writ, judgment, injunction, decree, determination,  award
     or  other  order  of any  court,  government,  or  governmental  agency  or
     instrumentality,  domestic  or foreign,  or conflict  with or result in any
     breach  of  any of  the  terms  of or the  creation  or  imposition  of any
     mortgage, deed of trust, pledge, lien, security interest or other charge or
     encumbrance  of any  nature  pursuant  to the  terms  of  any  contract  or
     agreement to which Seller is a party or by which Seller is bound.

          (iv) Seller has no  knowledge,  nor has Seller  received  any notes or
     notices of violations of law or municipal  ordinances,  environmental laws,
     orders or requirements  noted in or issued by any  governmental  department
     having authority with respect to the Premises, other than those notified in
     writing to Buyer by Seller prior to the date hereof.

          (v) To the best of  Seller's  knowledge,  Seller has no  knowledge  or
     notice of any application for any zoning change or pending zoning ordinance
     amendment which would affect the Premises.

          (vi) To the  best of  Seller's  knowledge,  there  are no  underground
     storage tanks on any portion of the Premises.

          (vii)  The  Seller  is  not  a  "foreign  person"  under  the  Foreign
     Investment  in  Real  Property  Tax  Act  of  1980   ("FIRPTA")   and  upon
     consummation of the transaction  contemplated hereby, the Buyer will not be
     required to withhold from the Purchase Price any withholding tax.

          (viii)  Prior to the Closing the Seller  shall not cause or permit the
     Property to be used to generate,  manufacture,  refine,  transport,  treat,
     store, handle, dispose,  transfer,  produce or process Regulated Substances
     or other dangerous  toxic  substances,  or solid waste,  except under prior
     written  consent  of the Buyer,  which  permission  may not be  arbitrarily
     withheld.

          (ix) To the best of Seller's knowledge, the Property has not 


                                       19
<PAGE>

     been  used to  generate,  manufacture,  refine,  transport,  treat,  store,
     handle,  dispose,  transfer,  produce or process Regulated  Substances,  or
     other dangerous toxic substances, or solid waste.

          (x) The Property  has not been,  is not now being and will not be used
     as a "Major Facility", as such term is defined in N.J.S.A. 58:10-23.11b(1).

          (xi) No lien has  attached  to any real  property,  revenues  or other
     personal  property  interest of Seller  located in the State of New Jersey,
     including any real property owned,  leased, used and/or occupied by Seller,
     pursuant to CERCLA or as a result of the  provision  of the Spill Act,  nor
     does the Seller  have any  knowledge  of any facts which could give rise to
     such an expenditure or lien.

          (xii)  Seller  has not  received  either in writing  or  verbally  any
     Enforcement  Notice nor is it aware of any facts which might  result in any
     Enforcement  Notice with respect to the Property.  of any facts which could
     give rise to such an expenditure or lien.

          (xiii) No informational  request has been issued to Seller pursuant to
     section 104 of CERCLA or any other  federal,  state or local  environmental
     law, ordinance, regulation or rule.

          (xiv)  Seller  has not  received  a  written  notice of  intention  to
     commence  suit  pursuant  to  the  New  Jersey   Environmental  Rights  Act
     (N.J.S.A.) 2A:35A-1 et seq.

          (xv) If Seller obtains knowledge prior to the Closing of the assertion
     of any lien, as set forth in subsections  herein, or an Enforcement Notice,
     or  obtains  knowledge  of  facts  which  may  give  rise to  such  lien or
     Enforcement  Notice,  whether written or oral, it shall immediately  notify
     the Buyer in writing.

     16. BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

     (a) Buyer,  hereby represents,  warrants and covenants the following which,
shall be deemed made by Buyer to Seller also as of the Closing Date:

          (i) Buyer is a corporation  duly  organized,  validly  existing and in
     good standing under the laws of the State of New 


                                       20
<PAGE>

     Jersey,  and has full power and authority to perform its obligations  under
     this Agreement.

          (ii) The  execution  and  delivery  of this  Agreement  by Buyer,  the
     performance  by Buyer of its  covenants  and  agreements  hereunder and the
     consummation by Buyer of the transactions  contemplated hereby have been or
     will be duly authorized by all necessary  action of its Board of Directors.
     When executed and delivered by Buyer,  this  Agreement  shall  constitute a
     valid and legally binding obligation of Buyer enforceable  against Buyer in
     accordance  with  its  terms,  except  as may  be  limited  by  bankruptcy,
     insolvency or other law affecting generally the enforceability of creditors
     right and by limitation on the availability of equitable remedies.

          (iii) Neither the execution  and delivery of this  Agreement,  nor the
     consummation  of the  transactions  contemplated  herein,  will violate any
     provision of the certificate of  incorporation  or by-laws of Seller or any
     law, rule, regulation, writ, judgment,  injunction,  decree, determination,
     award or other order of any court,  government,  or governmental  agency or
     instrumentality,  domestic  or foreign,  or conflict  with or result in any
     breach  of  any of  the  terms  of or the  creation  or  imposition  of any
     mortgage, deed of trust, pledge, lien, security interest or other charge or
     encumbrance  of any  nature  pursuant  to the  terms  of  any  contract  or
     agreement to which Buyer is a party or by which Buyer is bound.

          (iv) Buyer has all of the financial resources necessary to perform its
     obligations under this Agreement and purchase the Premises.

     17.  NOTICES.  Any  notices,  demands,  requests,  statements  or  consents
required,  permitted or appropriate  hereunder  shall be in writing and shall be
served upon the respective  parties by certified mail, return receipt requested,
to the following addresses:

         If to Seller:
                                   Willco Associates-1, L.L.C.
                                   236 Sussex Drive
                                   Manhasset, New York 11030
                                   Attn.: Alfred C. Kruger, Managing Partner


                                       21
<PAGE>

         With a copy to:
                                   Roberta S. Weisinger, Esq.
                                   440 Sylvan Avenue, Suite 110
                                   Englewood Cliffs, New Jersey 07632

         If to Buyer:
                                   Cunningham Graphics International, Inc.
                                   629 Grove Street
                                   Jersey City, New Jersey 07310
                                   Attn.: Michael R. Cunningham, President,
                                   Chief Executive Officer


         With a copy to:
                                   Jack Wind, Esq.
                                   Margulies, Wind, Herrington & Knopf
                                   15 Exchange Place
                                   Jersey City, New Jersey

     Such  notices  shall be deemed  delivered  when mailed in the manner  above
provided and shall be evidenced by a postal receipt.

     18. MERGER. Upon delivery of the Deed hereunder, this Agreement shall merge
into the Deed and the parties shall have no further  liability  hereunder except
as to those  obligations,  if any, which it is expressly  provided shall survive
the delivery of the Deed.

     19. RECORDATION OF AGREEMENT.  The Buyer covenants and agrees that it shall
not record this  Agreement,  or a copy or memorandum  thereof.  The recording or
attempted recording of the same by the Buyer shall be a default hereunder by the
Buyer,  terminating  this  Agreement and  entitling  the Seller to damages,  and
injunctive relief to remove the document from record.

     20.  ASSIGNMENT.  The Buyer  may not  assign  its  obligations  under  this
Agreement. Notwithstanding anything to the contrary in the immediately preceding
sentence,  the Buyer  shall have the right to assign its rights and  obligations
under this  Agreement to any entity  which is an affiliate of the Buyer  without
the consent of Seller,  provided,  however that the assignment of this Agreement
shall not in any way release the named Buyer from its obligations hereunder. For
purposes hereof, the term "affiliate" shall mean any corporation which controls,
is controlled by or is in common


                                       22
<PAGE>

control with the Buyer.

     21. NEW JERSEY LAW GOVERNS. This Agreement shall be construed in accordance
with and governed by the laws of the State of New Jersey.

     22.  CAPTIONS.  The section  headings  contained  herein are for  reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

     23.  SEVERABILITY.  In the event any provision of this  Agreement  shall be
held  invalid or  unenforceable  by any court of  competent  jurisdiction,  such
holding shall not invalidate or render unenforceable any other provision hereof.

     24. MODIFICATIONS IN WRITING. The modification,  amendment, supplementation
or waiver of any provisions of this Agreement or consent to any departure by the
Buyer or the Seller  therefrom,  shall in no event be effective  unless the same
shall  be in  writing  and  signed  by  the  Buyer  and  the  Seller.  Any  such
modification, amendment,  supplementation,  waiver or consent shall be effective
only in the specific instance and for the purpose for which given.

     25.  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall be binding  upon the
parties  hereto  and  their  respective   successors,   assigns,   heirs,  legal
representatives and executors.

     26.  FURTHER  ASSURANCES.  From time to time after the  Closing  Date,  the
Seller and the Buyer, without charge or expense to the other, shall perform such
other acts,  and shall  execute and  acknowledge  and shall  furnish  such other
instruments,  documents,  materials and information, as the other may reasonably
request in order to confirm the consummation of the transaction  provided for in
this Agreement.

     27. ENTIRE  AGREEMENT.  This Agreement  embodies and constitutes the entire
understanding  between  the Buyer and the  Seller  with  respect to the sale and
purchase  provided  for  herein,  and  all  prior  agreements,   understandings,
representations 


                                       23
<PAGE>

and statements, oral or written are merged into this Agreement.

     28. WILLCO-2  PROPERTY.  The parties hereto  recognize that  simultaneously
herewith Buyer and Willco  Associates-2,  L.L.C.  are entering into an Agreement
for the sale and purchase of the property located at 1 Thomas F. McGovern Drive,
Jersey City,  New Jersey and  currently  described on the tax map of the City of
Jersey City,  New Jersey as Block 2154.3,  Lot 65 ("Willco 2 Property") and that
the sale of the Premises is  contingent  upon the sale of the Willco 2 Property.
Additionally,  the parties  hereto  agree that a default by the Seller under the
terms of the  Agreement  of Sale for the  Willco 2  Property  shall be  deemed a
default  by the Seller  hereunder  and that the  default by the Buyer  under the
terms of the  Agreement of Sale for the Willco 2 Property  shall be a default by
the Buyer  hereunder and in the event of a valid  termination of the Contract of
Sale for the Willco 2 Property  this Contract  shall also be deemed  terminated.
Similarly,  all remedies  available  pursuant to this Agreement of Sale shall be
applicable to the Agreement of Sale for the Willco 2 Property.

     IN WITNESS WHEREOF,  the Buyer and the Seller have caused this Agreement to
be executed and delivered by their respective duly authorized corporate officer,
all as of the day and year first above written.

                                    SELLER:

ATTEST:  _____________________      WILLCO ASSOCIATES-1, L.L.C.,
                                     a New Jersey limited liability company



                                    By: _______________________________________
                                         Alfred C. Kruger, Managing Partner




                                    BUYER:

ATTEST:  _____________________      CUNNINGHAM GRAPHICS INTERNATIONAL, INC.,
                                     a New Jersey Corporation


     
                                    By: _______________________________________
                                         Michael R. Cunningham, President,
                                            Chief Executive Officer



                                       24


                         AMENDMENT TO AGREEMENT OF SALE

     This Amendment to Agreement of Sale made this 3rd day of February,  1999 by
and between Willco Associates-1, L.L.C., a New Jersey limited liability company,
as  "Seller"  and  Cunningham  Graphics   International,   Inc.,  a  New  Jersey
corporation, as "Buyer".

                                   Witnesseth:

     WHEREAS,  on or about October 28, 1998,  the parties hereto entered into an
Agreement of Sale for the sale and purchase of the land and improvements located
at 5 Burma  Road,  Jersey  City,  New Jersey  (the  "Agreement")  and  currently
described on the tax map of the City of Jersey  City,  County of Hudson as Block
2154.3, Lot 66 ("Willco-1 Property"); and

     WHEREAS, on or about December 24, 1998, the Agreement was terminated by the
Buyer; and

     WHEREAS,  notwithstanding  the  prior  termination  of the  Agreement,  the
parties after  negotiation have elected to revive the Agreement and proceed with
the  sale  and  purchase  of  the  Willco-1   Property,   subject  only  to  the
modifications contained herein.

     NOW,  THEREFORE,  in consideration  of the mutual promises,  conditions and
covenants contained herein, together with other good and valuable consideration,
the parties hereto agree as follows:

     1.  Modification of Purchase Price.  Paragraph 2 of the Agreement is hereby
amended to provide  that the Purchase  Price is reduced from Six Million  Thirty
Five Thousand  ($6,035,000.00)  Dollars to Five Million Five Hundred Twenty Five
Thousand ($5,525,000.00) Dollars.

     2. Waiver of  Conditions  Precedent.  The Buyer agrees that the  conditions
precedent  contained in paragraphs 7(a) and 7(b) of the Agreement,  subject only
to the terms and conditions of paragraph 3 below, are deemed satisfied in full.

     3. Environmental  Remediation Agreement.  The Seller has agreed to obtain a
No Further Action Letter ("NFA") from the New Jersey Department of Environmental
Protection  ("NJDEP")  and in  pursuit  of the  NFA,  perform,  if and as may be
required by NJDEP,  remedial measures at the Premises.  In connection  therewith
and in order to more particularly set forth the parties rights,  obligations and
responsibilities  to one  another,  the  parties  hereto  agree to  execute  the
Environmental  Remediation  Agreement  ("ERA")  attached  hereto and made a part
hereof and to be bound by the terms of the ERA.

     4. Escrow  Deposits.  The parties  hereto  agree that,  subject only to the
provisions of paragraph  2.7 of the ERA, at the Closing,  and transfer of title,
the Escrow  Deposit,  as such term is defined in the  Agreement,  together  with
one-half (1/2) of the interest thereon, shall be delivered to the Seller.

     5. Affirmation.  Except as specifically modified herein, the parties hereto
affirm and reaffirm all other terms, conditions and provisions of the Agreement.



<PAGE>



     6. Willco-2 Property.  On or about October 28, 1998, the Buyer entered into
an Agreement of Sale with Willco-2 Associates,  L.L.C. for the sale and purchase
of the land located at 1 Thomas F. McGovern  Drive,  Jersey City, New Jersey and
currently  described on the tax map of the City of Jersey City, County of Hudson
as  Block  2154.3,  Lot 65  ("Willco-2  Property").  The  Willco-2  Property  is
contiguous to the Willco-1  Property.  In accordance with the terms of paragraph
28 of the Agreement,  the sale of the Willco-1  Property was contingent upon the
sale of the Willco-2  Property.  The parties  hereto have agreed that,  provided
that a certain  Modification  to Agreement of Sale  ("Modification  Agreement"),
dated of even date herewith, is entered into by and between Willco-2 Associates,
L.L.C.,  as Seller and the Buyer that the sale of the  Willco-1  Property may be
consummated without the simultaneous sale and purchase of the Willco-2 Property.
As such,  the parties  hereto agree that paragraph 28 of the Agreement is hereby
amended to provide that the sale of the Willco-1 Property is contingent upon the
Buyer and Willco-2 Associates,  L.L.C. entering into the Modification  Agreement
for the purchase of the Willco-2 Property.

     7.  Headings.  The paragraph  headings  contained  herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Amendment to Agreement of Sale.

     8.  Successors  and Assigns.  This  Amendment to Agreement of Sale shall be
binding upon the parties hereto and their respective successors and assigns.

     9. Closing Date. The parties hereto agree that paragraph 9 of the Agreement
is hereby  amended to  provide  for the  closing  and  transfer  of title to the
Willco-1  Property  shall take place on  February  3, 1999 at 10:30 a.m.  at the
offices of Sokol,  Behot & Fiorenzo,  433  Hackensack  Avenue,  Hackensack,  New
Jersey 07601 or at such other place as may be designated by Buyer's Lender. Time
is hereby made of the Essence.

     10. New Jersey Law Governs. This Agreement shall be construed in accordance
with and governed by the laws of the State of New Jersey.

     IN WITNESS WHEREOF,  the Buyer and the Seller have caused this Agreement to
be executed and delivered by their respective duly authorized corporate officer,
all as of the day and year first above written.

                                    SELLER:

ATTEST:  _____________________      WILLCO ASSOCIATES-1, L.L.C.,
                                     a New Jersey limited liability company



                                    By: _______________________________________
                                         Martin Frankel, Member




                                    BUYER:

ATTEST:  _____________________      CUNNINGHAM GRAPHICS INTERNATIONAL, INC.,
                                     a New Jersey Corporation


     
                                    By: _______________________________________
                                         Michael R. Cunningham, President,
                                            Chief Executive Officer


                                       2



                                AGREEMENT OF SALE


     THIS AGREEMENT OF SALE (hereinafter  referred to as the "Agreement"),  made
this 28th day of October, 1998, by and between:

     WILLCO ASSOCIATES-1, L.L.C., a New Jersey limited liability company, having
an address at 236 Sussex  Drive,  Manhasset,  New York 11030,  Attn.:  Alfred C.
Kruger, Managing Member (hereinafter referred to as the "Seller"),

     AND

     CUNNINGHAM GRAPHICS INTERNATIONAL, INC., a New Jersey corporation, having a
mailing  address at 629 Grove  Street,  Jersey City,  New Jersey  07310,  Attn.:
Michael R. Cunningham, President, Chief Executive Officer, (hereinafter referred
to as the "Buyer").

                              W I T N E S S E T H:

     WHEREAS,  the Seller is the owner of real  property  located in the City of
Jersey  City,  County of Hudson and State of New Jersey,  known as 5 Burma Road,
Jersey City, New Jersey,  and currently  described on the tax map of the City of
Jersey City, New Jersey as Block 2154.3 - Lot 66, all as more  particularly  set
forth  in  Exhibit  "A"  attached  hereto  and made a part  hereof  (hereinafter
referred to as the "Land"),  together with (i) a certain building located on the
Land;  and  (ii)  all  fixtures  located  in the  building  or on the  Land  and
appurtenances affixed thereto, including, but not limited to, heating apparatus,
plumbing,  electrical and air conditioning systems,  (hereinafter the buildings,
other  improvements and fixtures are referred to as the  "Improvements"  and the
Land and Improvements are collectively referred to as the "Premises"); and

     WHEREAS,  Buyer  desires to purchase the  Premises  from the Seller and the
Seller desires to sell the Premises to the Buyer, subject, however, to the terms
and conditions hereinafter set forth.

     NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
herein contained, the Buyer and the Seller hereby covenant and agree as follows:



<PAGE>


     1. PREMISES.  The Seller hereby  covenants and agrees to sell and convey to
the  Buyer,  and the Buyer  hereby  covenants  and agrees to  purchase  from the
Seller,  upon the terms,  covenants,  conditions and agreements  hereinafter set
forth, all of the Seller's right, title and interest in and to the Premises.

     2. PURCHASE PRICE.

     (i) The Buyer hereby agrees to pay, in consideration of the delivery by the
Seller  to the  Buyer of a Deed of  Bargain  and  Sale  with  Covenants  Against
Grantor's Acts describing the Premises  (hereinafter referred to as the "Deed"),
a  purchase   price  in  the  amount  of  Six  Million   Thirty  Five   Thousand
($6,035,000.00)  Dollars,  subject  to the  adjustments  hereinafter  set forth,
(hereinafter referred to as "Purchase Price").

     3. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid by the Buyer
to the Seller as follows:

     (i) Upon the  execution  of this  Agreement,  the sum of Three  Hundred One
Thousand  Seven  Hundred  Fifty  ($301,750.00)  Dollars (the "Escrow  Deposit"),
payable by check to the order of the attorney  trust account of the Escrow Agent
(as  defined  below),  the receipt of which is hereby  acknowledged,  subject to
collection.  The Escrow  Deposit shall be held in escrow in an  interest-bearing
attorney trust account with Roberta S. Weisinger,  Esq. attorney for the Seller,
as "Escrow Agent" upon the terms and conditions set forth in paragraph 4 of this
Agreement; and

     (ii) Upon the  execution  of this  Agreement,  an  additional  sum of Three
Hundred One Thousand Seven Hundred Fifty ($301,750.00)  Dollars (the "Additional
Escrow Deposit"), payable by check to the order of the attorney trust account of
the  Escrow  Agent,  the  receipt  of which is hereby  acknowledged,  subject to
collection.  The Additional Escrow Deposit shall be held in an  interest-bearing
attorney  trust account with the Escrow Agent upon the terms and  conditions set
forth in paragraph 4 of this Agreement; and

     (iii) Upon  closing of title and  delivery of the Deed,  the balance of the
Purchase Price, subject to the adjustments set forth


                                       2
<PAGE>

herein,  the latter sum to be paid in accordance  with the provisions of Section
10(b)(i).

     4. ESCROW.  (a) The Escrow Deposit and  Additional  Escrow Deposit shall be
commingled  and deposited by the Escrow Agent in an  interest-bearing,  attorney
trust account in a bank reasonably selected by Escrow Agent to be maintained and
disbursed in accordance with the provisions  hereof.  If, prior to expiration of
the  Inspection  Period,  as such  term is  defined  in  paragraph  7(a) of this
Agreement,  the Escrow Agent receives the Inspection  Termination  together with
the  Inspection  Report(s),  as such terms are defined in paragraph 7(a) of this
Agreement,  then within five (5) days of receipt thereof, the Escrow Agent shall
refund the Escrow Deposit and Additional  Escrow Deposit  together with one-half
(1/2) of the interest accrued thereon,  to the Buyer. If, upon expiration of the
Inspection  Period, as such term is defined in paragraph 7(a) of this Agreement,
the Escrow Agent has not received the Inspection  Termination  and/or Inspection
Report(s)  then and in that event,  the Escrow Agent shall  continue to hold the
Escrow  Deposit and  Additional  Escrow Deposit in escrow for the benefit of the
Seller,  subject  to the  right  of the  Buyer to have the  Escrow  Deposit  and
Additional Escrow Deposit returned to the Buyer, only if, prior to expiration of
the  Environment  Due  Diligence  Period,  as defined in paragraph  7(b) of this
Agreement,  or Extended  Environmental Due Diligence  Period, if applicable,  as
defined in paragraph  7(b)(i) of this  Agreement,  the Escrow Agent has received
the Environmental Termination, together with the Environmental Certification and
Environmental  Study (all as defined in paragrpah 7(b) of this  Agreement).  If,
prior to  expiration of the  Environmental  Due  Diligence  Period,  or prior to
expiration of the Extended  Environmental  Due Diligence  Period, if applicable,
the Escrow  Agent  receives  the (Final)  Environmental  Certification,  (Final)
Environmental  Study and the  (Final)  Environmental  Termination  as defined in
paragraph 7(b) or 7(b)(i),  if applicable,  of this Agreement,  then within five
(5) days of receipt  thereof,  


                                       3
<PAGE>

the Escrow Agent shall refund the Escrow Deposit and Additional Deposit together
with one-half (1/2) of the interest accrued thereon to the Buyer.

     If, upon expiration of the  Environmental  Due Diligence Period or Extended
Environmental  Due  Diligence  Period,  the Escrow  Agent has not  received  the
Inspection  Termination  together with the Inspection Reports,  then within five
(5) days after  expiration  of the  Environmental  Due  Diligence  Period or the
Extended  Environmental Due Diligence Period, the Escrow Agent shall deliver the
Escrow Deposit and Additional Escrow Deposit together with one-half (1/2) of the
interest accrued thereon to the Seller.

     (b) Without the consent of the Buyer and Seller, the Escrow Agent shall not
release the Escrow Deposit to any party. In the event that any party requests in
writing that the Escrow Agent deliver the Escrow  Deposit  and/or the Additional
Escrow Deposit to such party,  the Escrow Agent shall make a written request for
the consent of the other  party and in such  written  request  notify such party
that unless an objection is made in writing to the release of the Escrow Deposit
and/or the Additional Escrow Deposit, within ten (10) days of the non-consenting
party's receipt of such notice,  the Escrow Deposit and/or the Additional Escrow
Deposit  will be  released to the party  requesting  the Escrow  Deposit  and/or
Additional  Escrow Deposit.  If the Escrow Agent receives a written objection to
the release of the Escrow  Deposit  and/or the Additional  Escrow  Deposit,  the
Escrow  Agent  shall  make no  disbursement  of the  Escrow  Deposit  and/or the
Additional  Escrow Deposit until so authorized in a writing,  signed by both the
Buyer and  Seller  or by a final  non-appealable  order of a court of  competent
jurisdiction, and in either of such events, Escrow Agent shall then disburse the
Escrow  Deposit  and/or the  Additional  Escrow  Deposit in accordance  with the
notice or the order, as applicable.  No fee or other charges shall be payable to
Escrow Agent by the Buyer unless an  interpleader  is filed by Escrow Agent,  in
which event Buyer  shall pay such fees as  directed by the Court.  Escrow  Agent
shall not be liable to either party  hereunder  for any act 


                                       4
<PAGE>

undertaken in good faith and without fraud or gross  negligence on its part. The
parties acknowledge that the Escrow Agent is acting in this capacity solely as a
stakeholder  for the  convenience of the parties.  In the event of any conflict,
the Escrow Agent may institute an interpleader action with respect to the Escrow
Deposit and/or the Additional Escrow Deposit.  The parties acknowledge and agree
that  notwithstanding  the Escrow Agent's role as Escrow Agent,  that the Escrow
Agent is counsel to the Seller and may  continue  to be counsel to the Seller in
the event of any dispute,  including  litigation  relating to the Escrow Deposit
and/or Additional Deposit or relating to any other matter.

     5. PERMITTED ENCUMBRANCES.  The Premises shall be sold and conveyed subject
to the following "permitted encumbrances":

          (a) Zoning  and  building  regulations,  ordinances  and  requirements
     adopted by any authority having jurisdiction which relate to the Premises;

          (b) Terms,  Covenants,  Conditions and Restrictions in Deed Book 2906,
     Page 443 and Deed Book  3051,  Page 382,  provided  that the title  company
     shall  provide  affirmative  insurance  against  forfeiture or reversion of
     title;

          (c) Easement, Conditions and Rights in Deed Book 3051, Page 382;

          (d) The  non-exclusive  right to use, maintain and repair the railroad
     track spur situated in the easement parcel;

          (e) Easement in Deed Book 3376, Page 698; and

          (f) Easement for the construction,  operation,maintenance,  repair and
     replacement of a railroad spur track and a connecting switch along,  across
     and over the  following  described  parcel as set forth in Deed Book  3133,
     Page 598:

          Starting at a point in the northerly  line of Statue of Liberty Drive,
          distant  224  feet  westerly  for  the  intersection  formed  by  said
          northerly  line of Statue of Liberty  Drive with the westerly  line of
          Edward J. Hart Road;  running,  thence  northerly and parallel to said
          westerly  line of Edward J. Hart  Road,  north 36  degrees  15 minutes
          39.51 seconds east 358.31 feet to a point,  said point being the point
          of place of beginning of the parcel herein described; thence

          (1)  Northerly  and parallel to said  westerly  line of Edward J. Hart
          Road north 36 degrees 15 minutes  39.51  seconds  east 30.28 feet to a
          point; thence

          (2) Westerly,  north 63 degrees 16 minutes 48 seconds west 268.48 feet
          to its  intersection  with the  extension  of a line  located  18 feet
          southerly  and parallel to the  southerly  face of a certain  concrete
          warehouse  standing  on Plot 1D,  Block  2154,  Tax Map of the City of
          Jersey City and  belonging  to  Distribution  & Export  Merchandising,
          Inc.: Thence


                                       5
<PAGE>

          (3)  Easterly  and along the  extension  of the line  located  18 feet
          southerly  from the southerly  face of the  aforementioned  warehouse,
          south 53 degrees 45 minutes 10 seconds  east  120.08  feet to a point;
          thence

          (4)  Continuing  easterly  south 63 degrees 16 minutes 48 seconds east
          145.96 feet to the point or place of beginning.

     6. TITLE. As reasonably  promptly possible after the execution hereof,  the
Buyer shall order a title insurance  commitment  ("Commitment") for the Premises
from a title  company  licensed  to do  business  in the State of New  Jersey at
regular rates ("Title  Company") and a survey ("Survey") of the Property showing
the title  matters set forth in the  Commitment.  Seller shall convey fee simple
title to Buyer, at the time of closing, which shall be insurable and marketable.
For purposes of this Agreement,  "marketable title" shall be deemed to be such a
title as a Title  Company  shall  insure at standard  rates and subject  only to
those  "permitted  encumbrances"  set forth in Paragraph 5 above (such  matters,
collectively,   "Permitted  Encumbrances").  Prior  to  the  expiration  of  the
Inspection  Period,  Buyer shall furnish a copy of the  Commitment and Survey to
the Seller and give notice (the  "Notice") to Seller of any  exceptions to title
("Objections") which are not Permitted  Encumbrances.  Failure to give notice to
Seller of any  Objections  which  are not  Permitted  Encumbrances  prior to the
expiration of the Inspection  Period,  as such term is defined in Paragraph 7(a)
of this  Agreement,  shall be deemed a waiver by Buyer of any right to object to
the condition of title to the Premises.  Provided that Buyer provides  Notice to
Seller of any objections,  which are not Permitted  Encumbrances within the time
period set forth above,  then and in that event,  Seller shall use  commercially
reasonable  and diligent  efforts to cause any such  Objections to be removed as
title  exceptions.  In the  event  that  Seller  cannot  deliver  title  without
reference to the Objections after using  commercially  reasonable  efforts to do
so, then Buyer  reserves the right to terminate this  Agreement,  in which event
the sole remaining  obligations  hereunder  shall be upon Escrow Agent to return
the Escrow  Deposit and  Additional  Escrow  Deposit to Buyer. 


                                       6
<PAGE>

Buyer shall give Seller a reasonable  period from the date of delivery of Notice
to the Seller of any objections  which are not Permitted  Encumbrances,  to cure
such title matter. Nothing contained in this paragraph 6 shall limit the Buyer's
right to object to any lien or encumbrance  affecting the Premises first created
by Seller after the expiration of the  Inspection  Period.  Notwithstanding  the
provisions  of  this  paragraph  6,  the  Seller  shall  pay  off  any  monetary
encumbrance  against  the  Premises  on or before the date of Closing out of the
cash then payable and provide recordable instruments of release and discharge of
such  encumbrances  in form and substance  reasonably  satisfactory to the Title
Company,   provided,   that,  with  respect  to  any  encumbrance  held  by  any
institutional  lender,  the delivery of pay-off  letters from the  institutional
lender  shall be  satisfactory.  The Seller  shall pay the cost of  canceling or
discharging any such  encumbrances or may provide Buyer with a credit at closing
for the cost of canceling of any such encumbrance.

     7.  CONDITIONS  PRECEDENT.  The  Buyer's  obligation  to close title to the
Premises shall be conditioned and contingent upon the following:

     (a)  Inspection  Period:  Upon the date of execution of this  Agreement and
continuing  for a period of forty-five  (45) days  thereafter  (the  "Inspection
Period"),  the Buyer shall have the right to enter onto the Premises in order to
perform inspections and/or  investigations of the physical condition of the land
and building,  including without limitation,  inspection and/or investigation of
structural,  mechanical,  electrical,  plumbing,  HVAC and other  systems and to
conduct such other  investigations  and inquiries  and meet with such  governing
authorities,  for  the  purpose,  without  limitation  of  gaining  approval  of
employment programs by the New Jersey Economic Development Authority,  to obtain
all required  governmental  approvals  and/or  permits  and/or to obtain utility
company  agreements or for any other purpose as Buyer,  in its sole and absolute
discretion,  determines  necessary.  At any time prior to the  expiration of the
Inspection  Period,  the


                                       7
<PAGE>

Buyer, may terminate this Agreement ("Inspection  Termination"),  for any reason
by delivering all written reports evidencing  inspections and/or  investigations
(the "Inspection Reports") and a written notice of Inspection Termination to the
Seller and Escrow Agent,  whereupon the Escrow  Deposit and  Additional  Deposit
shall be returned to the Buyer in  accordance  with the  provisions of paragraph
4(a)  of  this  Agreement  and  all  rights  and  obligations  with  respect  to
performance  by the  Buyer  and the  Seller  hereunder  shall be null and  void.
Failure  by the  Buyer  to  provide  the  Inspection  Report(s)  and  Inspection
Termination  to Seller prior to the expiration of the  Inspection  Period,  TIME
BEING OF THE ESSENCE,  shall be deemed a waiver of any right of termination that
Buyer may have pursuant to this provision.

     (b) Environmental Due Diligence Period:  Upon the date of execution of this
Agreement  and  continuing  for a period  of sixty  (60)  days  thereafter  (the
"Environmental Due Diligence Period"),  the Buyer shall have the right,  subject
to the  provisions  of paragraph  7(b)(ii),  to perform  tests and soil borings,
observe,  measure or otherwise  study or review the Premises or any part thereof
for the purpose of  conducting a Phase I  environmental  audit of the  Premises,
wetlands  review,  ground  water  monitoring  and/or  underground  storage  tank
testing, if applicable ("Environmental  Study(ies)").  Subject to the provisions
of paragraph 7(b)(i) below, in the event the results of any Environmental  Study
result  in  environmental   conditions   which  exceed  allowable   governmental
standards, as certified to Seller by Buyer's environmental engineer ("Engineer's
Certification")  then and in that event Buyer may,  prior to  expiration  of the
Environmental  Due Diligence  Period,  either:  (i) terminate  this Agreement by
delivering the Engineer's  Certification  together with the Environmental  Study
and a notice of  termination  to the  Seller and  Escrow  Agent  ("Environmental
Termination"), in which case, the Escrow Deposit and Additional Deposit shall be
returned to the Buyer in accordance  with the  provisions  of paragraph  4(a) of
this Agreement and all rights and 


                                       8
<PAGE>

obligations  with respect to performance  by the Buyer and the Seller  hereunder
shall  be null  and  void.  Failure  by the  Buyer  to  deliver  the  Engineer's
Certification,  Environmental Study and Environmental  Termination to Seller and
the Escrow Agent prior to expiration of the  Environmental Due Diligence Period,
TIME BEING OF THE ESSENCE,  shall be deemed a waiver of any right of termination
that Buyer may have  pursuant to this  provision;  or (ii) deliver to Seller and
Escrow Agent, prior to expiration of the Environmental Due Diligence Period, the
Engineer's  Certification  together with a copy of the Environmental Study and a
written  request of Seller to remediate the  environmental  condition to a level
which is at or below allowable governmental standards  ("Remediation  Request").
Provided  that  Buyer  has,  delivered  to  Seller  and the  Escrow  Agent,  the
Engineer's   Certification   together  with  the  Environmental  Study  and  the
Remediation  Request,  as provided above,  Seller shall have thirty (30) days to
review  and  respond  to  Buyer's  Remediation  Request,  provided  that  Seller
shallduring the thirty (30) day period, act in a diligent manner in pursuing its
own  investigation in order to determine whether it is willing or able to comply
with the Remediation Request then and in that event should Seller determine that
it requires an extension  of the above thirty (30) day period,  then Buyer shall
extend such time period for a  reasonable  period of time for Seller to complete
its  investigation.  If, at any time Seller provides  written notice to Buyer in
which it refuses to comply with the terms of the Remediation  Request,  then and
in that event,  Buyer may  terminate  this  Agreement by  delivering a notice of
termination  to the Seller and Escrow  Agent  within five (5) days of receipt of
Seller's  notice of its refusal to remediate  the  environmental  condition to a
level which is at or below  allowable  governmental  standards,  whereupon,  the
Escrow  Deposit  and  Additional  Deposit  shall  be  returned  to the  Buyer in
accordance  with the  provisions  of paragraph  4(a) of this  Agreement  and all
rights  and  obligations  with  respect to  performance  by the Buyer and Seller
hereunder  shall be null and  void.  Failure  by Buyer to  deliver  a notice  of
termination  to the Seller and the 


                                       9
<PAGE>

Escrow Agent within the five (5) day period discussed  above,  TIME BEING OF THE
ESSENCE,  shall be deemed a waiver of any right of  termination  that  Buyer may
have pursuant to this provision.  In the event Seller agrees to the terms of the
Remediation  Request,  Seller  shall use  commercially  reasonable  and diligent
efforts to comply  with the  Remediation  Request  and Buyer shall give Seller a
reasonable period of time to comply with the terms of the Remediation Request.

     (i) In  the  event  the  results  of  any  Environmental  Study  result  in
environmental  conditions  which exceed  allowable  governmental  standards,  as
evidenced  by  Buyer's  Engineer's  Certification  or if  the  results  of  such
Environmental  Study are inconclusive,  then and in that event, Buyer may elect,
(in  lieu  of  delivering  to  Seller  the  Environmental   Termination  or  the
Remediation  Request  as  discussed  in  paragraph  7(b)  above),  to extend the
Environmental  Due Diligence Period for an additional  thirty (30) day period in
order to continue further  Environmental  Studies  ("Extended  Environmental Due
Diligence  Period").  In order to exercise any right to extend the Environmental
Due Diligence  Period,  Buyer must, prior to expiration of the Environmental Due
Diligence  Period,  deliver to the Escrow Agent: (1) a written request to extend
the  Environmental  Due  Diligence  for a period not to exceed  thirty (30) days
("Extension  Request");  and  (2) a  certification  from  Buyer's  environmental
engineer which either: (a) sets forth the specific environmental condition which
exceeds allowable governmental  standards;  or (b) sets forth the portion of the
Environmental   Study  which  is   inconclusive   (the   "Extension   Engineer's
Certification");  together with (3) a  non-refundable  check made payable to the
order of the Seller in the amount of Forty  Thousand  ($40,000.00)  Dollars (the
"Extension Check"). Provided that Buyer has delivered the Extension Request, the
Extension  Engineer's  Certification  and the  Extension  Check then and in such
event,  the  Environmental  Due  Diligence  Period  shall  be  extended  for  an
additional  thirty  (30) day  period,  for the  sole  purpose  of Buyer  further
studying the information contained in the 


                                       10
<PAGE>

Extension   Engineer's   Certification  and  for  no  other  purpose.  It  being
specifically  understood  that any issue not raised in the Extension  Engineer's
Certification shall be deemed waived by Buyer.

     In the event that the results of Buyer's  further study of the  information
contained in the Extension  Engineer's  Certification  results in  environmental
conditions which exceed allowable  governmental  standards ("Final Environmental
Study(ies),  as certified to Seller by Buyer's  environmental  engineer  ("Final
Engineer's Certification") then and in such event Buyer may, prior to expiration
of the Extended  Environmental  Due Diligence Period either:  (i) terminate this
Agreement by  delivering  the Final  Engineers  Certification  together with the
Final  Environmental  Study and a notice  of  Environmental  Termination  to the
Seller and the Escrow  Agent,  in which case the Escrow  Deposit and  Additional
Deposit  shall be returned to the Buyer in  accordance  with the  provisions  of
paragraph 4(a) of this Agreement and all rights and obligations  with respect to
performance  by the  Buyer  and the  Seller  hereunder  shall be null and  void.
Failure by the Buyer to timely deliver the Final  Engineer's  Certification  and
the  Final  Environmental  Study and a notice of  Environmental  Termination  to
Seller and the Escrow Agent,  prior to expiration of the Extended  Environmental
Due Diligence Period, TIME BEING OF THE ESSENCE, shall be deemed a waiver of any
right of  Termination  that Buyer may have pursuant to this  provision;  or (ii)
deliver  to Seller  and the  Escrow  Agent the  Final  Engineer's  Certification
together with a copy of the Final Environmental Study and a Remediation Request.
If after delivery of the Final  Engineer's  Certification,  Final  Environmental
Study and  Remediation  request  from Buyer to the Seller and the Escrow  Agent,
Seller refuses to comply with the terms of the  Remediation  Request then and in
that  event,  Buyer may  terminate  this  Agreement  by  delivering  a Notice of
Termination  to the Seller and Escrow  Agent  within five (5) days of receipt of
Seller's  notice of its refusal to remediate  the  environmental 


                                       11
<PAGE>

condition  to a level  which is at or below  allowable  governmental  standards,
whereupon,  the Escrow Deposit and  Additional  Deposit shall be returned by the
Escrow Agent to the Buyer in accordance with the provisions of paragraph 4(a) of
this Agreement and all rights and obligations with respect to performance by the
Buyer,  Seller and the Escrow Agent hereunder shall be null and void. Failure by
Buyer to deliver a Notice of  Termination  to the Seller and Escrow Agent within
the five (5) day period  discussed  above,  TIME BEING OF THE ESSENCE,  shall be
deemed a waiver of any right of termination that Buyer may have pursuant to this
provision.  In the event Seller agrees to the terms of the Remediation  Request,
Seller shall use commercially reasonable and diligent efforts to comply with the
Remediation  Request and Buyer shall give Seller a reasonable  period of time to
comply with the terms of the Remediation Request.

     (ii) Buyer  hereby  agrees  that prior to its entry  onto the  Premises  to
perform Environmental  Studies, Buyer shall have delivered to Seller evidence of
liability  insurance  in an  amount of not less than  $1,000,000.00  naming  the
Seller as additional insured.

     (c) Non-Applicability.

     Seller has  previously  received  within  the last six (6) months  from the
Department of Environmental Protection, pursuant to the Industrial Site Recovery
Act  ("ISRA"),  a  determination  that ISRA is not  applicable  to the  Premises
("Non-Applicability  Determination") and Seller shall deliver the Certificate of
Non-Applicability  to Buyer.  Seller shall make an additional  application for a
Non-Applicability   Determination  upon  expiration  of  the  Environmental  Due
Diligence Period, if necessary, with respect to this transaction.

     8. LOSS OR  DAMAGE.  (a) The  Seller is  responsible  for any damage to the
Premises  beyond  ordinary  wear and tear until the Closing.  If the Premises is
damaged by fire, vandalism,  storm, flood or any other casualty between the date
of this  Agreement and the Closing,  the parties shall obtain an estimate of the
cost of 


                                       12
<PAGE>

restoring the Premises from an established contractor of their choice. If, there
is any damage or injury  caused to the Premises and the estimate to restore same
is in excess of  $100,000.00,  then either  Buyer or Seller may  terminate  this
Agreement  by written  notice to the other given  within ten (10) days after the
damage occurs,  which  termination by Seller may be negated by Buyer electing by
written  notice to Seller given  within ten (10) days after  receipt of Seller's
notice of termination,  to accept the Premises without reduction in the Purchase
Price.  In the event that the cost of  restoring  the damage to the  Premises is
less  than  $100,000.00  or if in  excess  thereof  and  this  Agreement  is not
terminated  by  either  the  Buyer  or the  Seller,  the  Buyer  shall  close in
accordance  with this Agreement and pay the entire  Purchase Price less a credit
in an amount equal to the cost of completing the restoration as estimated by the
contractor or agreed to by the parties, but in no event shall such credit exceed
the sum of $100,000.00.  If,  pursuant to this  paragraph,  this Agreement is so
terminated,  there shall be no further obligations hereunder, except that Escrow
Agent shall return the Escrow  Deposit and  Additional  Escrow  Deposit to Buyer
within five (5) days of written notice of termination.

     (b) In the event any proceeding or negotiation is instituted  which results
or may  result  in a taking  or  condemnation  of the  Premises  or any  portion
thereof,  the Seller shall  promptly  notify the Buyer  thereof,  describing the
nature and extent thereof. The Buyer may then, at its sole election, at any time
prior to the tenth (10th) day after it receives  notice of such  proceedings and
negotiations,  terminate  this  Agreement  by  written  notice  to  the  Seller,
whereupon neither party shall have any further right against the other hereunder
and the Escrow Agent shall within five (5) days return the Escrow Deposit to the
Buyer.  In the event that this Agreement is not terminated by Buyer by reason of
such  taking,  then  and in that  event,  the  sale  of the  Premises  shall  be
consummated  as herein  provided and the Seller shall assign to the Buyer on the
Closing Date all of the Seller's  rights,  title and 


                                       13
<PAGE>

interest  pertaining to all awards  payable by reason thereof and shall pay over
to the Buyer all amounts  theretofore  received by the Seller in connection with
such taking.

     9. CLOSING.

     (a) The closing  and  transfer  of title to the  Premises  pursuant to this
Agreement  shall  take  place on or prior to the  thirtieth  (30th) day from the
expiration of the Environmental Due Diligence Period (or Extended  Environmental
Due Diligence  Period,  if applicable)  which date shall be  memorialized by the
parties upon execution of the Contract of Sale.

     (b) The closing and transfer of title to the  Premises  shall take place at
the offices of Jack Wind, Esq., Margulies, Wind, Herrington & Knopf, 15 Exchange
Place,  Jersey City,  New Jersey 07302 (the "Buyer's  Attorney"),  or such other
place as may be agreed to by the Buyer and Seller.

     10. DEED AND OTHER DOCUMENTS/ITEMS.

     (a) At the Closing, Seller shall deliver to Buyer the following:

          (i) A  Bargain  and  Sale  Deed  containing  a  covenant  against  the
     grantor's acts, duly signed and acknowledged, conveying the Premises in fee
     simple,   free  of  all  liens  and  encumbrances,   except  the  Permitted
     Encumbrances;

          (ii) A check  payable to the Clerk of Hudson County in full payment of
     the New Jersey Realty Transfer Tax or, in the alternative,  an allowance to
     Buyer by way of credit for the amount;

          (iii) A check  payable  to the Real  Estate  Brokers,  as such term is
     hereinafter defined or, in the alternative, an allowance to Buyer by way of
     credit for the amount;

          (iv) Keys;

          (v) Tax bills for the  Premises  for the tax year in which the Closing
     occurs;

          (vi) Duly executed  Affidavit of Title in form  requested by the Title
     Company;

          (vii) Duly executed FIRPTA Affidavit in form reasonably  acceptable to
     the Seller and the Buyer; and



                                       14
<PAGE>

          (viii) A letter  of  non-applicability  as set forth in  Section  7(c)
     hereof or, if necessary.

     (b) At the Closing, Buyer shall deliver to the Seller the following:

          (i) The balance of the Purchase Price in bank funds,  certified funds,
     New  Jersey  Attorney's  Trust  Account  check or by wire  transfer  to the
     account designated by Seller in writing.

     11. LIQUIDATED DAMAGES/REMEDIES.

     (a) The Buyer and the Seller  covenant and agree that it would be difficult
to  determine  and  quantify  the  Seller's  damages in the event of the Buyer's
default and failure to complete the  purchase of the  Premises  pursuant to this
Agreement.  The Buyer and the Seller  therefore  covenant  and agree that if the
Buyer fails to make the  payments  to the Seller as herein  provided or fails to
perform the covenants and  agreements  contained in this Agreement in good faith
the same shall constitute a default hereunder and this Agreement,  at the option
of the Seller,  as its sole and exclusive remedy shall become null and void, and
the Seller  shall be  entitled  to the Escrow  Deposit  and  Additional  Deposit
previously paid to the Escrow Agent,  which amounts may be paid to Seller by the
Escrow Agent in  accordance  with  Paragraph 4 of this  Agreement as  liquidated
damages for such failure or breach.

     (b) In the event Seller is unable to transfer the Property to Buyer for any
reason then the sole obligation of Seller shall be to refund to Buyer the Escrow
Deposit and Additional Deposit.

     12. REAL ESTATE BROKER. The Seller and the Buyer each warrant and represent
to one another that no real estate broker was involved in any way in introducing
them to each other and in procuring this Agreement,  except for  Insignia/Edward
S. Gordon (hereinafter referred to as the "Broker").  The Seller agrees to pay a
commission to the Broker,  upon closing and transfer of title an amount equal to
4.0% of the Purchase Price to the Broker (the  "Commission").  In no event shall
the commission be deemed earned, payable or due unless and until the closing and
transfer of title


                                       15
<PAGE>

to the Premises from Seller to Buyer.  Should there be asserted  against  either
Seller or Buyer any claim for a brokerage commission, finders fee or similar fee
other than as  described  in this  paragraph  12, as the result of any actual or
alleged  agreement,  written or oral,  or any action made or  undertaken  by the
other party,  then such other party shall  indemnify,  protect,  defend and save
harmless the Seller or Buyer,  as the case may be, from any liability,  damages,
losses, costs and expenses related thereto, including reasonable attorneys fees.
In case any  action  shall be  brought  against  the  Seller or the Buyer for an
alleged  brokerage  commission or finders fee and in respect to which  indemnity
may be sought  against  either of them,  the party  against whom such action was
brought shall  promptly  notify the other party in writing and the  indemnifying
party shall assume the defense  thereof,  including  the  employment  of counsel
selected  by  the   indemnifying   party  (which  counsel  shall  be  reasonably
satisfactory  to the indemnified  party),  the payment of all costs and expenses
and  the  right  to  negotiate  and  consent  to  settlement.   Upon  reasonable
determination  made by the indemnified  party, the indemnified  party shall have
the right to employ  separate  counsel in any such action and to  participate in
the defense thereof; provided, however, that the indemnified party shall pay the
costs and  expenses  incurred  in  connection  with the  employment  of separate
counsel.  The  indemnifying  party shall not be liable for any settlement of any
such action effected without its consent, but if settled with its consent, or if
there is a final judgment for the claimant in any such action,  the indemnifying
party agrees to indemnify and save harmless the  indemnified  party against whom
such action was brought from and against any loss or liability by reason of such
settlement or judgment.  The  provisions of this  Paragraph 12 shall survive the
closing of title and/or  termination  of this Agreement and shall not merge into
the Deed.

     13. ADJUSTMENTS, APPORTIONMENTS AND EXPENSES AT CLOSING.

     13.1 The following shall be apportioned between the Seller and the Buyer as
of the Closing Date:



                                       16
<PAGE>

          (i) Real  estate  taxes on the  basis of the  calendar  year for which
     assessed,  except that if the closing and transfer of title to the Premises
     shall  occur on a date  prior to the time  that the  final tax rate for the
     year of the  closing is fixed,  the  apportionment  of taxes shall be based
     upon the taxes as then assessed; and

          (ii)  Charges of public or  private  utilities,  if any,  shall not be
     adjusted  but shall be paid by Seller  based  upon a current  reading to be
     obtained by Seller.

     13.2 All unpaid  municipal  assessments  against the  Premises  for work or
improvements  completed  on or before the Closing  Date shall be paid in full by
the Seller or allowed as a credit  against the  Purchase  Price.  If the work or
improvement  is not completed by the Closing Date,  then only the Buyer shall be
responsible  for any  assessment  installment  payable  after that date.  If the
improvement  is completed  by the Closing Date but the amount of the  assessment
has not yet been determined,  the Seller shall pay a reasonably estimated amount
at  closing.  When the amount of the charge is  finally  determined,  the Seller
shall pay any  deficiency  to the Buyer or the Buyer  shall  refund  any  excess
payment back to the Seller.  The Seller  represents and warrants that the Seller
has received no notice of any assessment  affecting the Premises and that to the
best of the  Seller's  knowledge,  no  assessment  is proposed  or planned.  The
provisions of this  paragraph  13.2 shall survive the closing of title and shall
not merge into the Deed.

     13.3 ERRORS IN APPORTIONMENTS.  If after the Closing,  the parties discover
any error in adjustments and apportionments, the same shall be corrected as soon
after the  discovery  as  possible.  The  provisions  of this Section 13.3 shall
survive the Closing,  except that no adjustment shall be made later than six (6)
months  after the  Closing,  unless  prior to such date the  party  seeking  the
adjustment  shall have  delivered a written  notice to the other  specifying the
nature and basis for such claim.

     14. PHYSICAL CONDITION OF THE PREMISES.


                                       17
<PAGE>

     14.1  The  Buyer  acknowledges  that it has  made or has  reserved  in this
Agreement the right to make whatever  investigation,  inspection and examination
of the physical nature and condition of the Premises that it desires,  including
without  limitation,  the  building and the  heating,  plumbing  and  electrical
systems.  However, the Buyer realizes that the Premises are being sold in an "AS
IS"  condition,   provided,  however,  Seller  shall  deliver  the  Premises  in
broom-clean condition.  The Buyer further acknowledges that, except as expressly
provided herein, the Seller has not made any statements, claims or guaranties as
to the value or condition of the Premises. The Buyer fully realizes that, except
as expressly  provided herein,  the Seller does not assume any responsibility or
liability on account of any such  physical  condition.  The Seller shall deliver
possession of the Premises in vacant condition.  In addition, the Premises shall
be in the  same  condition  on the  Closing  Date,  as it is on the date of this
Agreement,  deterioration from ordinary and reasonable usage and exposure to the
elements excepted.

     15. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

     (a) Seller, hereby represents,  warrants and covenants the following which,
shall be deemed made by Seller to Buyer also as of the Closing Date:

          (i) Seller is a limited  liability  company  duly  organized,  validly
     existing  and in good  standing  under the laws of the State of New Jersey,
     and has full power and authority to perform its obligations hereunder.

          (ii) The  execution  and  delivery of this  Agreement  by Seller,  the
     performance  by Seller of its  covenants and  agreements  hereunder and the
     consummation by Seller of the transactions contemplated hereby have been or
     will  be  duly  authorized  by all  necessary  action.  When  executed  and
     delivered by Seller,  this Agreement  shall  constitute a valid and legally
     binding obligation of Seller enforceable  against Seller in accordance with
     its terms, except as may be limited by bankruptcy,  insolvency or other law
     affecting generally the enforceability of creditors right and by


                                       18
<PAGE>

     limitation on the availability of equitable remedies.

          (iii) Neither the execution  and delivery of this  Agreement,  nor the
     consummation  of the  transactions  contemplated  herein,  will violate any
     provision of the  certificate of formation or by-laws of Seller or any law,
     rule, regulation, writ, judgment, injunction, decree, determination,  award
     or  other  order  of any  court,  government,  or  governmental  agency  or
     instrumentality,  domestic  or foreign,  or conflict  with or result in any
     breach  of  any of  the  terms  of or the  creation  or  imposition  of any
     mortgage, deed of trust, pledge, lien, security interest or other charge or
     encumbrance  of any  nature  pursuant  to the  terms  of  any  contract  or
     agreement to which Seller is a party or by which Seller is bound.

          (iv) Seller has no  knowledge,  nor has Seller  received  any notes or
     notices of violations of law or municipal  ordinances,  environmental laws,
     orders or requirements  noted in or issued by any  governmental  department
     having authority with respect to the Premises, other than those notified in
     writing to Buyer by Seller prior to the date hereof.

          (v) To the best of  Seller's  knowledge,  Seller has no  knowledge  or
     notice of any application for any zoning change or pending zoning ordinance
     amendment which would affect the Premises.

          (vi) To the  best of  Seller's  knowledge,  there  are no  underground
     storage tanks on any portion of the Premises.

          (vii)  The  Seller  is  not  a  "foreign  person"  under  the  Foreign
     Investment  in  Real  Property  Tax  Act  of  1980   ("FIRPTA")   and  upon
     consummation of the transaction  contemplated hereby, the Buyer will not be
     required to withhold from the Purchase Price any withholding tax.

          (viii)  Prior to the Closing the Seller  shall not cause or permit the
     Property to be used to generate,  manufacture,  refine,  transport,  treat,
     store, handle, dispose,  transfer,  produce or process Regulated Substances
     or other dangerous  toxic  substances,  or solid waste,  except under prior
     written  consent  of the Buyer,  which  permission  may not be  arbitrarily
     withheld.

          (ix) To the best of Seller's knowledge, the Property has not


                                       19
<PAGE>

     been  used to  generate,  manufacture,  refine,  transport,  treat,  store,
     handle,  dispose,  transfer,  produce or process Regulated  Substances,  or
     other dangerous toxic substances, or solid waste.

          (x) The Property  has not been,  is not now being and will not be used
     as a "Major Facility", as such term is defined in N.J.S.A. 58:10-23.11b(1).

          (xi) No lien has  attached  to any real  property,  revenues  or other
     personal  property  interest of Seller  located in the State of New Jersey,
     including any real property owned,  leased, used and/or occupied by Seller,
     pursuant to CERCLA or as a result of the  provision  of the Spill Act,  nor
     does the Seller  have any  knowledge  of any facts which could give rise to
     such an expenditure or lien.

          (xii)  Seller  has not  received  either in writing  or  verbally  any
     Enforcement  Notice nor is it aware of any facts which might  result in any
     Enforcement  Notice with respect to the Property.  of any facts which could
     give rise to such an expenditure or lien.

          (xiii) No informational  request has been issued to Seller pursuant to
     section 104 of CERCLA or any other  federal,  state or local  environmental
     law, ordinance, regulation or rule.

          (xiv)  Seller  has not  received  a  written  notice of  intention  to
     commence  suit  pursuant  to  the  New  Jersey   Environmental  Rights  Act
     (N.J.S.A.) 2A:35A-1 et seq.

          (xv) If Seller obtains knowledge prior to the Closing of the assertion
     of any lien, as set forth in subsections  herein, or an Enforcement Notice,
     or  obtains  knowledge  of  facts  which  may  give  rise to  such  lien or
     Enforcement  Notice,  whether written or oral, it shall immediately  notify
     the Buyer in writing.

     16. BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

     (a) Buyer,  hereby represents,  warrants and covenants the following which,
shall be deemed made by Buyer to Seller also as of the Closing Date:

          (i) Buyer is a corporation  duly  organized,  validly  existing and in
     good standing under the laws of the State of New 


                                       20
<PAGE>

     Jersey,  and has full power and authority to perform its obligations  under
     this Agreement.

          (ii) The  execution  and  delivery  of this  Agreement  by Buyer,  the
     performance  by Buyer of its  covenants  and  agreements  hereunder and the
     consummation by Buyer of the transactions  contemplated hereby have been or
     will be duly authorized by all necessary  action of its Board of Directors.
     When executed and delivered by Buyer,  this  Agreement  shall  constitute a
     valid and legally binding obligation of Buyer enforceable  against Buyer in
     accordance  with  its  terms,  except  as may  be  limited  by  bankruptcy,
     insolvency or other law affecting generally the enforceability of creditors
     right and by limitation on the availability of equitable remedies.

          (iii) Neither the execution  and delivery of this  Agreement,  nor the
     consummation  of the  transactions  contemplated  herein,  will violate any
     provision of the certificate of  incorporation  or by-laws of Seller or any
     law, rule, regulation, writ, judgment,  injunction,  decree, determination,
     award or other order of any court,  government,  or governmental  agency or
     instrumentality,  domestic  or foreign,  or conflict  with or result in any
     breach  of  any of  the  terms  of or the  creation  or  imposition  of any
     mortgage, deed of trust, pledge, lien, security interest or other charge or
     encumbrance  of any  nature  pursuant  to the  terms  of  any  contract  or
     agreement to which Buyer is a party or by which Buyer is bound.

          (iv) Buyer has all of the financial resources necessary to perform its
     obligations under this Agreement and purchase the Premises.

     17.  NOTICES.  Any  notices,  demands,  requests,  statements  or  consents
required,  permitted or appropriate  hereunder  shall be in writing and shall be
served upon the respective  parties by certified mail, return receipt requested,
to the following addresses:

           If to Seller:
                                     Willco Associates-1, L.L.C.
                                     236 Sussex Drive
                                     Manhasset, New York 11030
                                     Attn.: Alfred C. Kruger, Managing Partner

                                       21
<PAGE>

           With a copy to:
                                     Roberta S. Weisinger, Esq.
                                     440 Sylvan Avenue, Suite 110
                                     Englewood Cliffs, New Jersey 07632

           If to Buyer:
                                     Cunningham Graphics International, Inc.
                                     629 Grove Street
                                     Jersey City, New Jersey 07310
                                     Attn.: Michael R. Cunningham, President,
                                     Chief Executive Officer


           With a copy to:
                                     Jack Wind, Esq.
                                     Margulies, Wind, Herrington & Knopf
                                     15 Exchange Place
                                     Jersey City, New Jersey

     Such  notices  shall be deemed  delivered  when mailed in the manner  above
provided and shall be evidenced by a postal receipt.

     18. MERGER. Upon delivery of the Deed hereunder, this Agreement shall merge
into the Deed and the parties shall have no further  liability  hereunder except
as to those  obligations,  if any, which it is expressly  provided shall survive
the delivery of the Deed.

     19. RECORDATION OF AGREEMENT.  The Buyer covenants and agrees that it shall
not record this  Agreement,  or a copy or memorandum  thereof.  The recording or
attempted recording of the same by the Buyer shall be a default hereunder by the
Buyer,  terminating  this  Agreement and  entitling  the Seller to damages,  and
injunctive relief to remove the document from record.

     20.  ASSIGNMENT.  The Buyer  may not  assign  its  obligations  under  this
Agreement. Notwithstanding anything to the contrary in the immediately preceding
sentence,  the Buyer  shall have the right to assign its rights and  obligations
under this  Agreement to any entity  which is an affiliate of the Buyer  without
the consent of Seller,  provided,  however that the assignment of this Agreement
shall not in any way release the named Buyer from its obligations hereunder. For
purposes hereof, the term "affiliate" shall mean any corporation which controls,
is controlled by or is in common 


                                       22
<PAGE>

control with the Buyer.

     21. NEW JERSEY LAW GOVERNS. This Agreement shall be construed in accordance
with and governed by the laws of the State of New Jersey.

     22.  CAPTIONS.  The section  headings  contained  herein are for  reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

     23.  SEVERABILITY.  In the event any provision of this  Agreement  shall be
held  invalid or  unenforceable  by any court of  competent  jurisdiction,  such
holding shall not invalidate or render unenforceable any other provision hereof.

     24. MODIFICATIONS IN WRITING. The modification,  amendment, supplementation
or waiver of any provisions of this Agreement or consent to any departure by the
Buyer or the Seller  therefrom,  shall in no event be effective  unless the same
shall  be in  writing  and  signed  by  the  Buyer  and  the  Seller.  Any  such
modification, amendment,  supplementation,  waiver or consent shall be effective
only in the specific instance and for the purpose for which given.

     25.  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall be binding  upon the
parties  hereto  and  their  respective   successors,   assigns,   heirs,  legal
representatives and executors.

     26.  FURTHER  ASSURANCES.  From time to time after the  Closing  Date,  the
Seller and the Buyer, without charge or expense to the other, shall perform such
other acts,  and shall  execute and  acknowledge  and shall  furnish  such other
instruments,  documents,  materials and information, as the other may reasonably
request in order to confirm the consummation of the transaction  provided for in
this Agreement.

     27. ENTIRE  AGREEMENT.  This Agreement  embodies and constitutes the entire
understanding  between  the Buyer and the  Seller  with  respect to the sale and
purchase  provided  for  herein,  and  all  prior  agreements,   understandings,
representations


                                       23
<PAGE>

and statements, oral or written are merged into this Agreement.

     28. WILLCO-2  PROPERTY.  The parties hereto  recognize that  simultaneously
herewith Buyer and Willco  Associates-2,  L.L.C.  are entering into an Agreement
for the sale and purchase of the property located at 1 Thomas F. McGovern Drive,
Jersey City,  New Jersey and  currently  described on the tax map of the City of
Jersey City,  New Jersey as Block 2154.3,  Lot 65 ("Willco 2 Property") and that
the sale of the Premises is  contingent  upon the sale of the Willco 2 Property.
Additionally,  the parties  hereto  agree that a default by the Seller under the
terms of the  Agreement  of Sale for the  Willco 2  Property  shall be  deemed a
default  by the Seller  hereunder  and that the  default by the Buyer  under the
terms of the  Agreement of Sale for the Willco 2 Property  shall be a default by
the Buyer  hereunder and in the event of a valid  termination of the Contract of
Sale for the Willco 2 Property  this Contract  shall also be deemed  terminated.
Similarly,  all remedies  available  pursuant to this Agreement of Sale shall be
applicable to the Agreement of Sale for the Willco 2 Property.

     IN WITNESS WHEREOF,  the Buyer and the Seller have caused this Agreement to
be executed and delivered by their respective duly authorized corporate officer,
all as of the day and year first above written.

                                    SELLER:

ATTEST:  _____________________      WILLCO ASSOCIATES-1, L.L.C.,
                                     a New Jersey limited liability company



                                    By: _______________________________________
                                         Alfred C. Kruger, Managing Partner




                                    BUYER:

ATTEST:  _____________________      CUNNINGHAM GRAPHICS INTERNATIONAL, INC.,
                                     a New Jersey Corporation


     
                                    By: _______________________________________
                                         Michael R. Cunningham, President,
                                            Chief Executive Officer



                                       24


                        MODIFICATION TO AGREEMENT OF SALE
                       BETWEEN WILLCO ASSOCIATES-2, L.L.C.
                                       AND
                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC.

     This Amendment to Agreement of Sale made this 3rd day of February,  1999 by
and between Willco Associates-2, L.L.C., a New Jersey limited liability company,
as  ASeller"  and  Cunningham  Graphics   International,   Inc.,  a  New  Jersey
corporation, as ABuyer".

                                   Witnesseth:

     WHEREAS,  on or about October 28, 1998,  the parties hereto entered into an
Agreement of Sale ("Contract") for the sale and purchase of vacant real property
located in the City of Jersey City,  County of Hudson and State of New Jersey as
currently  described on the tax map of the City of Jersey City as Block  2154.3,
Lot 65 (the "Willco-2 Property"); and

     WHEREAS, on or about December 24, 1998, the Agreement was terminated by the
Buyer; and

     WHEREAS,  after discussion,  the parties agreed to engage Sadat Associates,
Inc. ("SAI" or "Seller's  Consultant") and Converse Consultants,  Inc. ("CCI" or
"Buyer's  Consultant"),  at  Seller's  expense,  for the  purpose of testing the
Willco-2  Property to determine  whether  environmental  conditions exist at the
Willco-2 Property which would require remediation; and

     WHEREAS,  on January 12,  1999,  SAI,  after  agreement  on protocol and in
consultation  with CCI,  while  both SAI and CCI were  present  on the  Willco-2
Property, groundwater samples were collected and soil samples were obtained from
the Willco-2 Property and analyzed; and

     WHEREAS, in accordance with the terms of a certain report dated January 18,
1999 issued by SAI (the "Sadat Report") elevated concentrations of the pesticide
dieldrin  were  detected in two soil samples  collected  along the  southeastern
boundary of the  Willco-2  Property  adjacent to the  railroad  track's and base
neutral  organic  compounds and heavy metals which are commonly  associated with
historic fill materials were also detected in soil and groundwater samples taken
at the Willco-2 Property; and

     WHEREAS, the SAI report recommended, inter alia, further delineation of the
dieldrin  located  along the  southeastern  boundary  of the  Willco-2  Property
adjacent to the railroad tracks and the  installation of a cap as an engineering
control along the southeastern boundary of the Willco-2 Property adjacent to the
railroad tracks ("Dieldrin Remediation"); and

     WHEREAS, Buyer has requested that additional soil samples be taken in order
to determine,  what, if any,  remediation,  other than the Dieldrin Remediation,
needs to be performed  at the Willco-2  Property in order to obtain a No Further
Action Letter ("NFA") from the New Jersey Department of Environmental Protection
("NJDEP"); and

     WHEREAS,  the  Seller  has  agreed  to have CCI in  consultation  with SAI,
perform additional soil borings at the Willco-2 Property; and

     WHEREAS,  the parties  have agreed to revive the  Contract and proceed with
the purchase of the Willco-2 Property under the following terms and conditions:

     NOW,  THEREFORE,  in consideration  of the mutual promises,  conditions and
covenants contained herein, together with other good and valuable consideration,
the parties hereto agree as follows:



<PAGE>

     1.  Modification of Purchase  Price.  Paragraph 2 of the Contract is hereby
amended to provide  that the Purchase  Price is reduced  from One Million  Sixty
Five  Thousand  ($1,065,000.00)  Dollars to Nine Hundred  Seventy Five  Thousand
($975,000.00) Dollars.

     2.  Waiver of  Contract  Conditions  Precedent.  The Buyer  agrees that the
conditions precedent contained in paragraphs 7(a) and 7(b) of the Contract,  are
deemed satisfied in full.

     3. Testing.  The parties hereto have agreed that at Seller's expense SAI in
consultation  with CCI, will perform  additional soil borings as outlined in the
proposal  prepared by SAI and dated  February 2, 1999,  and prepare a report for
dissemination to both the Buyer and Seller ("SAI Additional Report").

     4. Buyer's Obligations.  The Buyer hereby agrees that if the results of the
SAI  Additional  Report  indicate  that no  remediation  other than the Dieldrin
Remediation  as set forth on the  Estimate of Escrow  Costs  related to Dieldrin
Contamination prepared February 1, 1999 (the "Escrow Estimate"), attached hereto
and made a part  hereof is  required  in order for  Seller to obtain an NFA from
NJDEP, that Buyer shall, within five (5) days of written notice from the Seller,
deliver the Purchase  Price to Seller and accept  delivery of the Deed,  as such
term is defined in the Contract,  subject only to Seller and Buyer entering into
a Memorandum of Agreement for Seller to obtain an NFA from NJDEP. In addition to
the  foregoing,  the Buyer agrees that,  at closing or at a later date,  it will
accept any deed restriction  limiting the use of the property to non-residential
use as may be  required  by the NJDEP  and  Seller  agrees  that it will post an
escrow at Closing with the attorney for the Seller for the costs of the Dieldrin
Remediation, in the amount of the Escrow Estimate.

     5. Seller's Rights.  A) In the event that the results of the CCI Additional
Report indicate that any further  investigation  and/or clean-up of contaminants
which exceed NJDEP  non-residential  clean-up  criteria  other than the Dieldrin
Remediation  need to be  performed  at the  Willco-2  Property  then and in that
event, Seller may, at Seller's option:

     (i)  Agree to  perform  all  necessary  remediation  at its  sole  cost and
          expense in order to obtain an NFA from NJDEP; or

     (ii) Cancel this Agreement.

     B) In the event that Seller agrees to perform all necessary  remediation at
its sole cost and  expense  in order to obtain an NFA,  then and in that  event,
Buyer shall,  within five (5) days of written  notice from  Seller,  deliver the
Purchase  Price to Seller  and  accept  delivery  of the  Deed,  as such term is
defined  in the  Contract,  subject  only to Seller  and Buyer  entering  into a
Memorandum of Agreement and  Environmental  Remediation  Agreement for Seller to
obtain an NFA from NJDEP. In addition to the foregoing, the Buyer agrees that it
will  accept  a  deed   restriction   limiting   the  use  of  the  property  to
non-residential  use as may be required  by the NJDEP and Seller  agrees that it
will  post an  escrow  with  the  attorney  for the  Seller  for  the  costs  of
remediation as agreed by CCI and SAI.


                                       2

<PAGE>



     6. Closing Date. Notwithstanding anything to the contrary contained herein,
the  parties  agree that  provided  that Seller has agreed to obtain an NFA from
NJDEP,  that Seller may, at Seller's option determine whether it wishes to close
and transfer  title to the Willco-2  Property  either before or after receipt of
the NFA from NJDEP;  it being  specifically  understood  that nothing  contained
herein shall be construed to relieve  Seller of the  obligation to obtain an NFA
from NJDEP unless the parties  otherwise  agree to a credit against the purchase
price in an amount  agreeable to the parties in which event upon delivery of the
purchase  price and the Deed, as such term is defined in the  Contract,  neither
party shall have any  responsibility to the other after the closing and transfer
of title to the Willco-2 Property.

     7. Affirmation.  Except as specifically modified herein, the parties hereto
affirm and reaffirm all other terms, conditions and provisions of the Contract.

     8.  Headings.  The paragraph  headings  contained  herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Amendment to Agreement of Sale.

     9.  Successors  and Assigns.  This  Amendment to Agreement of Sale shall be
binding upon the parties hereto and their respective successors and assigns.

     10. New Jersey Law Governs. This Agreement shall be construed in accordance
with and governed by the laws of the State of New Jersey.

     IN WITNESS WHEREOF,  the Buyer and the Seller have caused this Agreement to
be executed and delivered by their respective duly authorized corporate officer,
all as of the day and year first above written.

                                    SELLER:

ATTEST:  _____________________      WILLCO ASSOCIATES-2, L.L.C.,
                                     a New Jersey limited liability company



                                    By: _______________________________________
                                         Martin Frankel, Member




                                    BUYER:

ATTEST:  _____________________      CUNNINGHAM GRAPHICS INTERNATIONAL, INC.,
                                     a New Jersey Corporation


     
                                    By: _______________________________________
                                         Michael R. Cunningham, President,
                                            Chief Executive Officer


                                       3


                         ASSIGNMENT OF AGREEMENT OF SALE


     CUNNINGHAM GRAPHICS INTERNATIONAL,  INC., a corporation of the State of New
Jersey  with an office  located at 629 Grove  Street,  Jersey  City,  New Jersey
07310, herein designated as the "Assignor",  for and in consideration of the sum
of One ($1.00)  Dollar and other good and  valuable  consideration,  the receipt
whereof is hereby  acknowledged,  does by these  presents  assign to  CUNNINGHAM
GRAPHICS REALTY, L.L.C., a limited liability company of the State of New Jersey,
whose principal  office is located at 629 Grove Street,  Jersey City, New Jersey
07310,  herein designated as the "Assignee",  any and all rights and obligations
under a certain  Agreement  of Sale dated  October  28,  1998 by and between the
Assignor and Willco Associates-1,  L.L.C., as amended ("Agreement") for the sale
and purchase of the premises  located at 5 Burma Road,  Jersey City,  New Jersey
("Premises")  together with any and all ancillary  documents including a certain
Environmental  Remediation  Agreement dated of even date herewith, in order that
title to the Premises  shall upon the closing and transfer of title be vested in
Cunningham Graphics Realty, L.L.C.

     It being  specifically  understood and agreed that nothing contained herein
shall release Cunningham Graphics from its obligations under the Agreement.



                          CUNNINGHAM GRAPHICS INTERNATIONAL, INC.



                      By: _______________________________________
                          Michael R. Cunningham,
                          President, Chief Executive Officer


                          ACCEPTED:
                          CUNNINGHAM GRAPHICS REALTY, L.L.C.



                      By: _______________________________________
                          Michael R. Cunningham, Managing Member


                          APPROVED:
                          WILLCO ASSOCIATES-1, L.L.C.



                      By: _______________________________________
                          Martin Frankel, Member


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