AMENDMENT TO PLEDGE AGREEMENT


     THE  PLEDGE  AGREEMENT  made of the  10th day of  January,  1996 by PAUL A.
AMERSHADIAN, an individual ("Pledgor"),  and delivered to INMARK SERVICES, INC.,
a Delaware corporation,  and to its successors and assigns ("Pledgee") is hereby
amended  as of this 7th day of  April,  1997 to  include  the  addition  of that
certain  Promissory  Note  dated  April 7, 1997 in the  amount  of  Twenty  Five
Thousand  Dollars  ($25,000) in such Pledge  Agreement so as to have the Pledged
Stock as set forth therein also provide collateral  security for said Promissory
Note dated April 7, 1997.

     IN WITNESS  WHEREOF,  the  parties  hereto have duly  executed  this Pledge
Agreement.

                                      /s/ Paul A. Amershadian
                                      -------------------------------
                                      Paul A. Amershadian, Pledgor



                                      INMARK SERVICES, INC.


                                      By:  /s/ D.A. Bernard
                                      -------------------------------
                                      Title: Executive Vice President

Source: OneCLE Business Contracts.