PROMISSORY NOTE

PROMISSORY NOTE



$300,000



January 31, 1996

New York, New York



FOR VALUE RECEIVED, each of the undersigned, Girgenti, Hughes, Butler & McDowell, Inc. ("GHBM"); Black Cat Graphics, Inc. ("BCG"); Brand Research Corp. ("Brand"); GHBM Midwest, Inc. ("Midwest"); RE&A, Inc; and Medical Educational Technologies, Inc.("Medical"), each a New York corporation, (individually a "Borrower" and collectively the "Borrowers") hereby jointly and severally unconditionally promise to pay to the order of The Chase Manhattan Bank, N.A. ("Chase") at its office located at One Chase Manhattan Plaza, New York, N.Y., the principal amount of Three Hundred thousand and 00/100 Dollars ($300,000) in immediately available funds, in thirty six monthly payments of principal and interest, each in the amount of $9,366.35, on the first day of each month beginning March 1, 1996, provided that the final payment shall include the amount of the remaining unpaid principal and interest.



This Note shall bear interest on the unpaid principal amount from and including the date of this Note to but excluding the date of repayment in full of such amount, at an interest rate per annum equal at all times to 7 3/4%. Any principal not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from and including the date due to but excluding the date paid in full at 2% plus the interest rate set forth above. Interest shall be calculated on the basis of a year of 360 days for the actual days elapsed. Whenever any payment to be made under this Note shall be due on a Saturday, Sunday or a public holiday or the equivalent for banks generally under the laws of the State of New York, such payment may be made on the next succeeding business day, and such extension of time shall be included in the computation of interest.



The Borrower hereby authorizes Chase, if and to the extent payment is not made when due under this Note to charge from time to time against any account of the Borrower with Chase, any amount so due.



PAYMENTS



(a) Payments Generally. All payments under this Note shall be made in U.S. Dollars in immediately available funds not later than 1:00 p.m. New York City time on the relevant date (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Banking Day) at the Bank's principal office at 1 Chase Manhattan Plaza, New York, New York. The Bank may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of any of the Borrowers with the Bank. If the due date of any payment under this Note would otherwise fall on a day which is not a banking day, such date shall be extended to the next succeeding banking day and interest shall be payable for any principal so extended for the period of such extension. Payments shall be applied first to interest and then to principal.





(b) Prepayments and Prepayment Compensation.



(i) This Note may be prepaid; provided, that the Borrowers shall give the Bank notice of each such prepayment at the address provided for notices under this Note, at least two Banking Days prior to such prepayment; and



(ii) Any prepayment of this Note (whether by voluntary prepayment, acceleration or otherwise) must be accompanied by a payment equal to the sum of (a) accrued interest on the principal amount prepaid to the prepayment date and (b) a prepayment charge equal to the sum of (i) the amount, if any, by which (A) the present value of all future scheduled principal and interest payments discounted to the date of prepayment at a rate equal to the average yield of U.S. Treasury securities having maturities matching the average life of the loan remaining on the prepayment date, exceeds (B) the present value of all future scheduled principal and interest payments discounted to the date of prepayment at a rate





equal to the average yield of U.S. Treasury securities having maturities matching the average life of the loan both calculated on the original closing date. In the event of a partial prepayment, the amount referred to in (i) above shall be prorated by multiplying said amount by a fraction, the numerator of which is the principal amount prepaid and the denominator of which is the unpaid principal amount of the Loan immediately prior to the prepayment.



As used herein, the "average life of the loan on the prepayment date" means a period of days equal to the quotient of (x) the sum of the products obtained by multiplying each portion (as determined below) of the amount prepaid by the number of days from the date of prepayment to the installment date for such portion, divided by (y) the amount prepaid. The portion of the amount prepaid applicable to each installment date for purposes of this calculation shall be the portion of the principal amount prepaid that would be applied on such installment date in the amount prepaid were applied to the installments in the inverse order of maturities.



As used herein, the "average life of the loan on the closing date" means a period of days equal to the quotient of (x) the sum of the products obtained by multiplying each scheduled installment of principal by the number of days from the closing date to the installment date, divided by (y) the original amount of the loan.



A determination of Chase as the amounts payable pursuant to this provision shall be conclusive absent manifest error.



All partial payments shall be applied to the reduction and payment of principal in the inverse order of maturity.



REPRESENTATIONS AND WARRANTIES



Each Borrower represents and warrants to Chase that:



(a) it is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, has the power and authority



to own its assets and to transact the business in which it is now engaged or proposes to be engaged in, and it is duly qualified and in good standing under the laws of any other jurisdiction in which such qualification is required;



(b) This Note and each of the Security Agreements (as defined below) is, or when delivered will be, a legal, valid and binding obligation of the Borrowers enforceable against the Borrower in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally;



(c) the execution, delivery and performance by the Borrower of this Note and the Security Agreements has been duly authorized by all necessary corporate action and does not and will not: (i) require any additional consent or approval of the shareholders of the Borrower, (ii) contravene its organizational documents, (iii) violate any provision of any law, rule, regulation (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected, and the Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.



(d) Financial Statements. The combined and combininq balance sheet of the Borrowers as at December 31, 1994, and the related statement of earnings and retained earnings and statement of cash flows for the fiscal year then ended, are complete and correct and fairly present the financial condition of the







Borrowers as at such date and the results of the operations of for the period covered by such statements. There are no liabilities of the Borrowers, fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since the date of such statements. No information, exhibit or report furnished by the Borrowers to the Bank in connection with the negotiation of this Note or the other Facility Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading. Since December 31, 1994, there has been no material adverse change in the condition (financial or otherwise), business, operations or prospects of the Borrowers.



(e) No Litigation. There are no actions, suits or proceedings pending, or to the knowledge of the Borrower, threatened against or affecting any Borrower, before any court, governmental agency or arbitrator, which involve forfeiture of any assets of any Borrower (a "Forfeiture Proceeding") or which may materially adversely affect the financial condition, operations, properties or business of any Borrower or the ability of any Borrower to perform its obligations under this Agreement or the Note;





(f) Partnerships. Neither the Borrower nor any of its Subsidiaries is a partner in any partnership.



(g) Employee Benefit Plans. The Borrower is in compliance in all material respects with the applicable provisions of the Employment Retirement Income Security Act of 1974, as amended ("ERISA") and the regulations and published interpretations thereunder. No Reportable Event (as defined in Section 4043(b) of ERISA) has occurred with respect to any Plan (as defined in ERISA) administered by the Borrower or any administrator by it.



SECURITY AND GUARANTY



As security and support for the payment of the amounts outstanding under this Note and all other indebtedness, obligations and liabilities of any kind of the Borrowers to Chase.



(a) each Borrower has executed or will execute one or more security agreements and assignments (together with any amendments and additional documents the "Security Agreements") pursuant to which the Borrower assigns, transfers and pledges to Chase security interests in all its personal property;



(b) each holder of 10% or more of the common stock of any Borrower (each a "Guarantor") has executed or will execute an unconditional guaranty (a "Guaranty") of the Obligations of the Borrowers to Chase.



This Note, the Security Agreements, each Guaranty and any other document executed in connection herewith shall be referred to as the "Facility Documents".



AFFIRMATIVE COVENANTS



So long as this Note shall remain unpaid, each Borrower will:



(a) Maintenance of Properties and Existence. Preserve and maintain its existence and good standing in the jurisdiction of i ...