UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                              (Amendment No. 11 )*

                               EXTECH Corporation
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   302234 10 9
                                 (CUSIP Number)

                      Fred S. Skolnik, Esq. (516) 296-7000
                       Certilman Balin Adler & Hyman, LLP
                    90 Merrick Avenue, East Meadow, NY 11554
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                December 30, 1996
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

                                Page 1 of 5 Pages

                                  SCHEDULE 13D

CUSIP No.         302234 10 9

1.       Name of Reporting Person
         S.S. or I.R.S. Identification No. of above person
         Morton L. Certilman

2.       Check the appropriate box if a member of a group       (a) [ X ]
                                                                (b) [   ]

3.       SEC Use Only

4.       Source of Funds
         Not applicable

5.       Check box if disclosure of legal proceedings is required
         pursuant to items 2(d) or 2(e)              [   ]

6.       Citizenship or Place of Organization
         United States

Number of Shares           7.       Sole Voting Power
Beneficially Owned                  2,611,893
By Each Reporting
Person With                8.       Shared Voting Power
                                            -0-

                                    9.      Sole Dispositive Power
                                            811,893

                                    10.     Shared Dispositive Power
                                            -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person
         2,611,893

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares

13.      Percent of Class Represented by Amount in Row (11)
         46.7%

14.      Type of Reporting Person
         IN

                                        2

ITEM 1.  SECURITY AND ISSUER.

                  This statement  amends and  supplements the Schedule 13D dated
December 16, 1988 (the "Schedule 13D"), as previously  amended by Amendments No.
1 through 10 dated January 12, 1989,  April 11, 1989,  April 12, 1989, April 21,
1989,  September 27, 1989,  February 27, 1992, March 22, 1994, October 11, 1994,
June 3, 1996 and July 31, 1996,  respectively,  filed by Morton L. Certilman and
Jay M. Haft  relating to the Common Stock,  par value $.01 per share,  of EXTECH
Corporation  ("EXTECH"),  a Delaware  corporation  ("EXTECH Common Stock").  The
address of the principal  executive offices of EXTECH is 90 Merrick Avenue, East
Meadow, New York 11554.

ITEM 4.           PURPOSE OF TRANSACTION.

                  Pursuant  to a certain  Voting  Trust  Agreement,  dated as of
December 30, 1996,  among Sterling  Foster Holding  Corp.("SFHC")  and Morton L.
Certilman,  as voting trustee (the  "Trustee")  (the "Voting Trust  Agreement"),
SFHC transferred voting control over all 1,800,000 shares of EXTECH Common Stock
it presently  owns to the Trustee during the maximum two year term of the Voting
Trust Agreement.

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.

                  As of the date of this  Amendment  No. 11 to the Schedule 13D,
Mr. Certilman is the beneficial owner of 2,611,893 shares of EXTECH Common Stock
(or  approximately  46.7% of the outstanding  shares of EXTECH Common Stock). Of
the shares,  Mr.  Certilman has sole  dispositive  power over 811,893  shares of
EXTECH Common Stock.

                  As of the date of this  Amendment  No. 11 to the Schedule 13D,
Mr. Haft is the beneficial  owner of, and has sole voting and dispositive  power
over,  910,393  shares of EXTECH  Common  Stock (or  approximately  16.3% of the
outstanding shares of EXTECH Common Stock).

                  In view of their  intention  to  consult  with each other with
respect to the acquisition, voting and disposition of their respective shares of
EXTECH  Common  Stock,  Messrs.  Certilman  and  Haft  may be  deemed  a  group.
Accordingly,  as of the date of this  Amendment  No. 11 to the Schedule 13D, the
group of Messrs. Certilman and Haft beneficially owns 3,522,286 shares of EXTECH
Common Stock.  Such amount  represents  approximately  63.0% of the  outstanding
shares of EXTECH  Common  Stock.  However,  each of Messrs.  Certilman  and Haft
independently  makes his own decisions with respect to the  acquisition,  voting
and disposition of EXTECH Common Stock directly owned by him.  Further,  neither
Mr. Certilman nor Mr. Haft has any economic  interest in the EXTECH Common Stock
directly owned by the other.

                                        3

                  Except as described in Item 4 hereof, during the past 60 days
neither Mr. Certilman nor Mr. Haft effected any transactions in shares of EXTECH
Common Stock.

ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS.

                  (1)      Voting Trust Agreement, dated as of December 30,
                           1996, among SFHC and Morton L. Certilman, as
                           Trustee.

                                        4

                                   SIGNATURES

                  After reasonable  inquiry and to the best of our knowledge and
belief,  we certify that the  information  set forth in this  statement is true,
complete and correct.

Dated: December 30, 1996

                                             /s/ Morton L. Certilman
                                             -----------------------
                                             Morton L. Certilman

                                             /s/ Jay M. Haft
                                             ---------------
                                             Jay M. Haft

                                       5

                  VOTING TRUST AGREEMENT (the "Agreement"), dated as of December
30, 1996, by and between  STERLING FOSTER HOLDING CORP., a New York  corporation
("SFHC"), and MORTON L. CERTILMAN, as voting trustee (the "Trustee").
                  SFHC is the holder of shares of Common  Stock,  par value $.01
per share, of EXTECH CORPORATION,  a Delaware  corporation (the "Company"),  and
owns the  number of  shares  set forth  after its  signature  at the end of this
Agreement.
                  In order to ensure the safe,  competent and stable  management
of the Company, SFHC desires to create an irrevocable voting trust by depositing
all of the shares of Common  Stock it  presently  owns in the  Company  with the
Trustee and authorizing the same to vote all of the shares.
                  The Trustee has consented to act under this  Agreement for the
purposes herein provided.
                  In consideration of the mutual covenants hereinafter set forth
and other good and valuable  consideration,  the parties  hereto hereby agree as
follows:
         1.  Agreement.   Copies  of  this  Agreement,  and  of  all  agreements
supplemental  hereto  or  amendatory  hereof,  shall be filed in the  registered
office of the Company in the State of Delaware  located at 15 East North Street,
Dover, Delaware 19901, and in its principal office located at 90 Merrick Avenue,
East  Meadow,  New  York  11554,  and  shall  be open to the  inspection  of any
stockholder  of the Company daily during  business  hours.  Copies shall also be
filed in the office of the  Trustee,  at the  address  hereinbelow  stated.  All
Voting  Trust  Certificates  issued as  hereinafter  provided  shall be  issued,
received,  and held  subject  to all the terms of this  Agreement.  SFHC,  being
entitled  to  receive a Voting  Trust  Certificate  representing  its  shares of
capital stock,  and its respective  transferees and assigns,  upon accepting the
Voting Trust Certificate  issued hereunder,  shall be bound by the provisions of
this Agreement.

                                        1

         2.       Transfer of Stock to Trustee.
                  (a) SFHC shall deposit with the Trustee the  certificates  for
all of the  shares of Common  Stock of the  Company  presently  owned by it (the
"Stock  Certificates")  which represent the number of shares set forth after its
signature  at the end of this  Agreement.  SFHC may at any time deposit with the
Trustee  additional  certificates for shares of Common Stock of the Company that
it may hereafter acquire (the "Additional Certificates"),  but SFHC shall not be
required to deposit  Additional  Certificates  unless it so elects,  except that
Additional Certificates  representing shares acquired due to the distribution of
a stock  dividend  or  split by the  Company  shall  be held by the  Trustee  in
accordance with Section 4 hereof. All Stock  Certificates shall be endorsed,  or
accompanied by such  instruments of transfer,  as to enable the Trustee to cause
such certificates to be transferred into the name of the Trustee, as hereinafter
provided.  Upon receipt by the Trustee of the Stock  Certificates  or Additional
Certificates  and the  transfer  of the same into the name of the  Trustee,  the
Trustee  shall hold the same subject to the terms of this  Agreement,  and shall
thereupon issue and deliver to SFHC a Voting Trust Certificate for the shares so
deposited in substantially the same form as is attached hereto as Exhibit A.
                  (b)  All  Stock   Certificates  and  Additional   Certificates
transferred  and delivered to the Trustee shall be surrendered by the Trustee to
the Company and cancelled,  and new certificates therefor shall be issued to and
held by the Trustee in the name of "Morton L.  Certilman  as Voting  Trustee U/A
Dated December 30, 1996".  The fact that each new certificate is issued pursuant
to this Agreement shall be stated in the stock ledger of the Company.
                  (c) The Trustee shall keep a list of all Stock Certificates or
Additional  Certificates  transferred hereunder which shall include the name and
address of SFHC and the number of shares

                                        2

that its transferred certificate represents. In addition, the Trustee shall keep
a record of each Voting Trust  Certificate  issued hereunder which shall contain
copies of such Voting Trust Certificate  issued and the name and address of SFHC
and the number of shares that each Voting  Trust  Certificate  represents.  Such
list and record shall be open to the  inspection of SFHC at reasonable  times at
the offices of the Trustee upon reasonable advance  notification to the Trustee.
The Trustee shall cause a copy of each Voting Trust  Certificate  to be filed in
the books of the Company located in East Meadow, New York.
         3. Rights of Trustee. The Trustee shall have the right to exercise,  in
person or by his nominee or proxy, all stockholders' voting rights and powers in
respect of all shares deposited hereunder, and to take part in or consent to any
corporate  or  stockholders'  action of any kind  whatsoever.  The right to vote
shall include the right to vote for the election of  directors,  and in favor of
or against any resolution or proposed action of any character whatsoever,  which
may be  presented at any meeting or require the consent of  stockholders  of the
Company.  Without limiting such general right, it is understood that such action
may  include the  following,  upon terms  satisfactory  to the Trustee or to his
nominees or proxies thereto appointed by him or them: the mortgage,  creation of
a  security  interest  in, or pledge of all or any part of the  property  of the
Company;  the lease or sale of all or any part of the  property of the  Company,
for cash, securities, or other property; the dissolution of the Company; and the
consolidation, merger, reorganization or recapitalization of the Company.

                                        3

         4.       Dividends.
                  (a) In the event that the Company  issues  dividends and other
distributions,  the Trustee shall accept and receive them. Upon receipt thereof,
the same shall be  distributed  to SFHC.  In the event that the dividends are in
the form of share  certificates  having voting rights, the stock dividends shall
be held in trust hereunder and the Voting Trust Certificate shall be so amended.
                  (b) Subject to the provisions of paragraph  4(a), the Trustee,
in lieu of receiving  cash  dividends  upon the capital stock of the Company and
paying  the same to SFHC  pursuant  to the  provisions  of this  Agreement,  may
instruct  the Company in writing to pay such  dividends  directly to SFHC.  Upon
such instructions  being given by the Trustee to the Company,  and until revoked
by the Trustee,  all  liability  of the Trustee  with respect to such  dividends
shall cease. The Trustee may at any time revoke such instructions and by written
notice to the Company direct it to make dividend payments to the Trustee.
         5.  Subscription  Rights.  In case any stock or other securities of the
Company are offered for subscription to SFHC, the Trustee,  following receipt of
notice of such offer,  shall mail a copy  thereof to SFHC.  Upon  receipt by the
Trustee,  at least five (5) days prior to the last day fixed by the  Company for
subscription  and  payment,  of a request  from SFHC to subscribe in its behalf,
accompanied  with the sum of money  required to pay for such stock or securities
(not in excess of the amount  subject to  subscription  in respect of the shares
represented  by the Voting Trust  Certificate  held by SFHC),  the Trustee shall
make such  subscription  and payment and,  upon  receiving  from the Company the
certificates  for shares or securities so subscribed  for, shall issue to SFHC a
Voting Trust  Certificate in respect thereof if the same be stock having general
voting  powers,  but if the same be securities  other than stock having  general
voting powers,  the Trustee shall either mail or deliver such securities to SFHC
or instruct the Company to make delivery directly to SFHC.

                                        4

         6. Dissolution of the Company. In the event of the dissolution or total
or partial  liquidation of the Company,  whether  voluntary or involuntary,  the
Trustee shall receive the funds,  securities,  rights, or property to which SFHC
is entitled, and shall distribute the same to SFHC.  Alternatively,  the Trustee
may, in his discretion, deposit such funds, securities, rights, or property with
any bank or trust company with authority and instructions to distribute the same
as above provided,  and upon such deposit all further obligations or liabilities
of the  Trustee in respect of such  funds,  securities,  rights,  or property so
deposited shall cease.
         7.  Reorganization of Company.  In the event that the Company is merged
into or consolidated  with another  corporation,  or all or substantially all of
the assets of the Company  are  transferred  to another  corporation,  then,  in
connection  with such  transfer,  the term  "Company"  for all  purposes of this
Agreement  shall mean and include any such  successor  corporation.  The Trustee
shall  receive  and hold  under  this  Agreement  any  stock  of such  successor
corporation received on account of the ownership,  as Trustee hereunder,  of the
stock held hereunder  prior to such merger,  consolidation,  and transfer.  Each
Voting Trust Certificate issued and outstanding under this Agreement at the time
of such  merger,  consolidation,  or  transfer  may remain  outstanding,  or the
Trustee  may,  in  his  sole  discretion,   substitute  for  each  Voting  Trust
Certificate a new Voting Trust Certificate in appropriate form.
         8. Trustee's  Liability.  The Trustee shall not be personally liable as
stockholder,  trustee or otherwise for any action taken by him or by his agents,
except for his own  individual  actions or omissions  which  constitute  willful
misconduct.  In no event  shall the  Trustee's  failure to act or vote be deemed
misconduct hereunder.  In addition, the Trustee shall not be required to furnish
a bond or security for the discharge of his duties hereunder.

                                        5

         9. Compensation and  Reimbursement of Trustee.  The Trustee shall serve
without  compensation  hereunder.  The  Trustee  shall  have the  right,  at his
expense, to incur and pay reasonable expenses and charges to employ and pay such
agents,  attorneys and counsel as he may deem  necessary and proper for carrying
this  Agreement into effect.  In the event  dividends or other funds or property
are received by the Trustee on the stock  deposited  hereunder,  the Trustee may
deduct such  expenses and charges  therefrom.  Nothing  herein  contained  shall
disqualify the Trustee,  or incapacitate  him from serving the Company or any of
its subsidiaries as an officer or director, or in any other capacity, and in any
such capacity, from receiving compensation.
         10.      Transfer of Voting Trust Certificates.
                  (a) Any Voting Trust  Certificate  to be issued  hereunder has
not been  registered  under the  Securities Act of 1933, as amended (the "Act"),
and may not be sold, transferred, pledged, hypothecated or otherwise disposed of
in  the  absence  of  either  an  effective   registration  statement  for  such
certificates  under  the  Act  or  an  opinion  of  Company  counsel  that  such
registration is not required.  Each Voting Trust Certificate shall bear a legend
setting forth the foregoing restrictions. It shall be an express prerequisite to
the transfer of any Voting Trust  Certificate  that the  transferee  shall first
agree  in  writing  to be  bound  by all of the  terms  and  conditions  of this
Agreement.  The Voting Trust  Certificates shall be transferable on the books of
the Company at the executive offices of the Company located in East Meadow,  New
York, by the registered holder thereof,  either in person or by attorney thereto
duly  authorized,  and the Trustee may treat the registered  holder as the owner
thereof for all purposes whatsoever.

                                        6

                  (b) The  transfer  of the  Voting  Trust  Certificate  is also
restricted pursuant to the terms and conditions of a certain letter agreement of
even date by and among SFHC, the Trustee and the Company.
         11.  Replacement  of Voting  Trust  Certificates.  In the event  that a
Voting Trust Certificate is lost, stolen,  mutilated, or destroyed, the Trustee,
in his  discretion,  may issue a duplicate of such  certificate  upon receipt of
each of the  following:  (a)  evidence  of such fact  satisfactory  to him;  (b)
indemnity satisfactory to him; (c) the existing certificate,  if mutilated;  and
(d) his  reasonable  fees and expenses in connection  with the issuance of a new
certificate.  The Trustee  shall not be required to recognize  any transfer of a
Voting Trust  Certificate  not made in accordance  with the  provisions  hereof,
unless the person claiming such ownership  shall have produced  indicia of title
satisfactory to the Trustee,  and shall in addition  deposit with the Trustee an
indemnity satisfactory to him.
         12.      Successor Trustee.  In the event of the death of the Trustee, 
then his legal representative shall act as substitute Trustee (the "Successor 
Trustee") for the limited purpose of complying with the provisions of paragraph
13 below.
         13.      Termination.
                  (a) This Agreement shall  terminate,  and the Trustee shall be
relieved of all liability and responsibility  hereunder, upon the earlier of the
second anniversary of the date hereof or the death of the Trustee.
                  (b) Upon the termination of this  Agreement,  the Voting Trust
Certificates  shall  cease to have any  effect,  and SFHC  shall have no further
rights under this Agreement other than to receive  certificates for stock of the
Company and any theretofore undistributed dividends.

                                        7

                  (c)  Within  thirty  (30) days after the  termination  of this
Agreement,  the Trustee or Successor  Trustee  shall  deliver to SFHC,  upon the
surrender of the Voting Trust  Certificates  properly endorsed (such delivery to
be made in each case at the offices of the Trustee),  stock certificates for the
number of shares of stock of the Company represented thereby.
                  (d) As an  alternative to the procedure set forth in paragraph
13(c) above,  at any time within thirty (30) days after the  termination of this
Agreement,  the Trustee or Successor  Trustee may deposit with the Company stock
certificates  representing  the  number of shares  of stock  represented  by the
Voting Trust  Certificates  then  outstanding,  with authority in writing to the
Company to deliver  such stock  certificates  in exchange  for the Voting  Trust
Certificates  representing a like number of shares of stock of the Company,  and
upon such deposit all further  liability of the Trustee or Successor Trustee for
the delivery of such stock certificates and the delivery or payment of dividends
upon surrender of the Voting Trust  Certificate  shall cease, and the Trustee or
Successor Trustee shall not be required to take any further action hereunder.
         14.      Notices.
                  (a) Any notice to be given to the Trustee  hereunder  shall be
sufficiently  given if sent by certified mail,  postage prepaid,  return receipt
requested,  to the Trustee at 90 Merrick Avenue, East Meadow, New York 11554, or
at such other address as the Trustee may from time to time  designate by written
notice given to SFHC.
                  (b) Any notice to be given to SFHC shall be sufficiently given
if sent by certified mail,  postage prepaid,  return receipt  requested,  to the
address of SFHC appearing on the records maintained by the Trustee. Every notice
so given shall be effective  whether or not actually  received,  and such notice
shall for all  purposes  be deemed  to have  been  given on the date of  mailing
thereof.

                                        8

                  (c) Any notice to be given to the Company  hereunder  shall be
sufficiently given if mailed in the above manner to the Company at its principal
executive offices.
         15.      Amendment or Modification Agreement.  SFHC and the Trustee may
modify or amend this Agreement only by written agreement between them.  Copies 
of any modifications of amendments must be filed in the registered office of the
Company in the State of Delaware, in the books of the Company and in the records
of the Trustee to be effective.
         16.      Entire Agreement. This Agreement contains the entire agreement
between the parties.  Any oral or written representations, agreements, under-
standings and/or statements not contained herein shall be of no force and 
effect.
         17.      Gender.  The use herein of (a) any gender includes all others 
and (b) the singular number includes the plural and vice-versa, whenever the 
context so requires.
         18.      Governing Law.  This Agreement shall be construed and enforced
in accordance with the internal laws of the State of Delaware, without giving 
effect to principles of conflicts of law.
         19.      Binding Effect.  Subject to any provision of this Agreement 
that may prohibit or curtail assignment of any rights hereunder, this Agreement
shall bind and inure to the benefit of the respective heirs, assigns, personal 
representatives, and successors of the parties hereto.
         20.      Severability.  If any term, provision, covenant or condition 
of this Agreement is held by a court of competent jurisdiction to be invalid, 
void or unenforceable, the remainder of the provisions shall remain in full 
force and effect and shall in no way be affected, impaired or invalidated.
         21.      Execution in Counterparts.  This Agreement may be executed in 
counterparts and each shall be deemed to be an original.

                                        9

                  IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement to evidence  their  respective  acceptance of the  irrevocable  voting
trust created hereby, as of the day and year first above written.

                                                              Number of
                                                               Shares
                                                               ------

STERLING FOSTER HOLDING CORP.

/s/Adam Lieberman, President                                  1,800,000
- ---------------------------------        
Adam Lieberman, President

TRUSTEE

/s/ Morton L. Certilman
- -----------------------
Morton L. Certilman

                                       10

                                    EXHIBIT A

         The  transferability  of this Voting Trust Certificate is restricted by
the terms of the Voting Trust Agreement and Transfer Restriction Agreement (each
as defined below).

         THIS  CERTIFICATE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
         1933  AND  MAY  NOT BE  SOLD,  TRANSFERRED,  PLEDGED,  HYPOTHECATED  OR
         OTHERWISE  DISPOSED OF IN THE ABSENCE OF (A) AN EFFECTIVE  REGISTRATION
         STATEMENT  FOR SUCH  CERTIFICATE  UNDER  SAID ACT OR (B) AN  OPINION OF
         COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

No.                                                                   Shares
    ------                                                     ------
                            VOTING TRUST CERTIFICATE

                               EXTECH CORPORATION

              Incorporated under the laws of the State of Delaware

                  This certifies that Sterling Foster Holding Corp. ("SFHC"), or
its  registered  assigns,  is entitled to all of the  benefits  arising from the
deposit with Morton L. Certilman,  as Voting Trustee (the "Trustee"),  under the
Voting Trust Agreement of  certificates  evidencing ____ shares of Common Stock,
par value $.01 per share, of EXTECH  Corporation,  a Delaware  corporation  (the
"Company"),  as provided in the Voting Trust  Agreement and subject to the terms
thereof.

                  Subject  to the  terms  of the  Voting  Trust  Agreement,  the
registered  holder hereof is entitled to receive  payment equal to the amount of
cash  dividends,  if any,  received by the Trustee  upon the number of shares of
capital  stock of the  Company in respect of which this  certificate  is issued.
Dividends  received by the Trustee in Common Stock or other stock of the Company
having general voting powers shall be payable in Voting Trust  Certificates,  in
form similar hereto. Until the Trustee shall have delivered the stock held under
the Voting Trust Agreement to the holder of the Voting Trust Certificate,  or to
the  Company,  as specified in the Voting  Trust  Agreement,  the Trustee  shall
possess and shall be  entitled to exercise  all rights and powers of an owner of
such stock, as specified in the Voting Trust  Agreement,  including the right to
vote thereon for every purpose,  it being  expressly  stipulated  that no voting
right  passes to the holder  hereof  under this  certificate  or any  agreement,
expressed or implied.

                  This certificate is issued,  received, and held under, and the
rights of the holder  hereof are subject  to, the terms of each of that  certain
Voting Trust Agreement, dated as of December 30, 1996, by and among SFHC and the
Trustee (the "Voting Trust Agreement") and that certain letter

agreement,  dated as of December 30, 1996, by and among the Company, the Trustee
and SFHC,  restricting  the transfer or disposition by SFHC of this  certificate
(the  "Transfer  Restriction  Agreement").  Copies of each of the  Voting  Trust
Agreement and Transfer Restriction Agreement, and of every agreement amending or
supplementing  each of the  same,  are on file in the  principal  office  of the
Company in East Meadow,  New York and in the registered office of the Company in
the State of Delaware, and shall be open to the inspection of any stockholder of
the Company,  daily during business hours.  The holder of this  certificate,  by
acceptance  hereof,  assents and is bound by all the  provisions  of each of the
Voting  Trust  Agreement  and Transfer  Restriction  Agreement as if such Voting
Trust Agreement and Transfer Restriction Agreement had been originally signed by
it.

                  In  the  event  of  the   dissolution   or  total  or  partial
liquidation of the Company,  subject to the terms of the Voting Trust Agreement,
the funds, securities,  rights or property received by the Trustee in respect to
the stock deposited under the Voting Trust Agreement shall be distributed to the
registered holder hereof.

                  In the event that any dividend or  distribution  other than in
cash or stock of the Company  having  general  voting  powers is received by the
Trustee,  subject to the terms of the Voting Trust Agreement,  the Trustee shall
distribute  the same to the  registered  holder hereof as provided in the Voting
Trust Agreement.

                  Stock  certificates  for the number of shares of capital stock
then represented by this certificate,  and any undistributed  dividends shall be
due and deliverable hereunder upon the termination of the Voting Trust Agreement
upon and subject to the terms provided therein.

                  The Voting Trust  Agreement  shall  continue in full force and
effect unless and until terminated as provided therein.

                  This  certificate is  transferable on the books of the Company
at its  office  in East  Meadow,  New York or  elsewhere  as  designated  by the
Trustee, by the holder hereof,  either in person or by attorney duly authorized,
in accordance  with the provisions  set forth in the Voting Trust  Agreement and
Transfer  Restriction  Agreement and on surrender of this  certificate  properly
endorsed.  The holder  hereof  agrees that  delivery of this  certificate,  duly
endorsed by the holder hereof,  shall vest title hereto and all rights hereunder
in the transferee;  provided, however, that the Trustee may treat the registered
holder  hereof  as the  absolute  owner  hereof  and all  rights  and  interests
represented  hereby for all purposes  whatsoever,  and the Trustee  shall not be
bound or  affected by any notice to the  contrary;  provided,  however,  that no
delivery of stock certificates hereunder, or the proceeds thereof, shall be made
without  surrender  hereof  properly  endorsed;  and  provided  further that the
Trustee need not  recognize  or give effect to any transfer of this  certificate
made in  violation  of the terms of the Voting  Trust  Agreement or the Transfer
Restriction Agreement.

                  This certificate shall not be valid for any purpose until duly
executed by the  Trustee. 

                  The term  "Trustee"  as used herein means the Trustee or any 
Successor Trustee acting under the Voting Trust Agreement.

                  IN  WITNESS  WHEREOF,  the  Trustee  has  duly  executed  this
certificate as of this 30th day of December, 1996.

                                              
                                              --------------------------------
                                              Morton L. Certilman, Trustee

K:\WPDOC\CORP\EXTECH\AGREEMEN\VOTINTRU.AGR