SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
(Mark One)
   (x) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
                   For the fiscal year ended December 31, 1996
                         -------------------------------

   ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
         For the transition period from                 to

            Commission file number          0-1665

                               EXTECH CORPORATION
                 (Name of small business issuer in its charter)
      Delaware                                           36-2476480
 (State or other jurisdiction of                        (I.R.S Employer
  incorporation or organization)                        Identification No.)

  90 Merrick Avenue, East Meadow, New York                 11554
 (Address of principal executive offices)               (Zip Code)

Issuer's telephone number    (516) 794-6300

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class              Name of each exchange on which registered
            none

Securities registered under Section 12(g) of the Exchange Act:

                        Common Stock, $.01 par value
                                (Title of class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No .

         Check if  disclosure  of  delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.( )

         State issuer's revenues for its most recent fiscal year:  $1,082,038

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days: $1,064,668 as of March 21, 1997

                         (ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS)
         Check  whether  the issuer has filed all  documents  and  reports to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ___  No ___.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
         State the number of shares  outstanding of each of the issuer's classes
of  common  equity,  as  of  the  latest  practicable  date:   5,591,367  shares
outstanding as of March 21, 1997

                       DOCUMENTS INCORPORATED BY REFERENCE

None

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

(a)  Business Development

     (i) International Airport Hotel

     EXTECH  Corporation  (the  "Company" or "EXTECH"),  through a  wholly-owned
subsidiary,  IAH, Inc. ("IAH"),  operates the International Airport Hotel in San
Juan,  Puerto  Rico (the  "Hotel").  The Hotel is located on the site of the San
Juan  International  Airport  (the  "Airport")  and occupies the third and fifth
floors of the main  terminal  building.  In addition to its 57 guest rooms,  the
Hotel has a lobby area.  The Hotel caters  generally to  commercial  and tourist
travelers in transit.  IAH also operates a video game room on the terminal level
of the  Airport.  Reference  is  also  made  to  Item 6  hereof  for  additional
information regarding the Hotel.

     The Hotel is marketed through  brochures,  local advertising and in-airport
advertising. Its operations are highly seasonal, with the disproportionate share
of its revenues being generated  during the first several months of the calendar
year.  Approximately  27% of the  total  room  sales for the Hotel for 1996 were
attributable to one customer.

     The Hotel is the only hotel actually located on the site of the Airport. As
such,  it has little  direct  competition  for the tourist  trade or  commercial
travelers seeking only sleeping  accommodations at the Airport.  The Puerto Rico
Ports Authority (the "Ports Authority"),  the owner of the Hotel, had authorized
the  construction  of an  additional  hotel in the parking  lot of the  Airport;
however,  the Ports  Authority has advised IAH that it has abandoned its plan to
construct such hotel and instead has determined to upgrade and expand the Hotel.
No assurance can be given,  however, that an additional hotel or hotels will not
be  developed  at the site of, or near,  the  Airport,  in which  case IAH could
encounter significant competition with respect to the operations of the Hotel.

     On July 22,  1988,  IAH  entered  into a Lease  Agreement  with  the  Ports
Authority  pursuant to which the Ports Authority  granted IAH a lease to operate
the Hotel for five years  until June 30,  1993,  plus,  at the option of IAH, an
additional  five year term to end June 30, 1998  (subject to agreement as to the
rental amount payable, which the parties agreed to negotiate in good faith).

     In 1992, in accordance  with the Lease  Agreement,  IAH exercised its right
for a five year  extension of its lease.  At the time,  the Ports  Authority was
uncertain as to whether it wished to build a new hotel in the parking lot of the
Airport or upgrade the existing  Hotel  (located in the Airport  terminal)  and,
therefore,  requested that IAH accept an 18 month extension of the then existing
term.  IAH  agreed to an 18 month  extension  and  signed a  supplemental  lease
agreement  with the Ports  Authority  in May 1992  extending  the lease  term to
December 31, 1995. IAH is of the belief that, pursuant to the supplemental lease
agreement,  it retained  the option to  continue  the lease for a period of five
years to December 31, 2000.

     In July 1993, the Assistant  Director of Operations of the Ports  Authority
forwarded  to IAH a letter  containing  the terms of a  proposed  ten year lease
extension  which IAH  approved,  signed  and  returned  to the Ports  Authority.
Although the letter setting forth the terms of the extension  agreement with IAH
does not make the Ports  Authority's  approval  conditional upon the approval of
its Board of Directors,  the Ports  Authority has taken such position and, since
Board of Directors  approval was not  obtained,  the Ports  Authority  takes the
position  that the  extension is not in effect.  IAH is of the belief that a ten
year  agreement  has been  entered  into  between  IAH and the  Ports  Authority
pursuant to the  foregoing or that,  alternatively,  it  exercised  its right to
extend the term of the lease to December 31, 2000.

     Based upon IAH's refusal to acknowledge that, effective January 1, 1996, it
occupied  the Hotel on a  month-to-month  basis,  in  February  1996,  the Ports
Authority  requested  that IAH vacate,  surrender  and  deliver the  premises by
February 29, 1996.  Following the receipt of such request, IAH brought an action
in the  Superior  Court of San Juan,  Puerto Rico for  declaratory  judgment and
possessory injunction against the Ports Authority with respect to the Hotel. The
action  seeks  a  declaratory  judgment  that,  among  other  alternatives,  IAH
exercised  an option with respect to its lease for the Hotel for an extension of
the term of five years commencing on January 1, 1996 or that the Ports Authority
executed a new lease agreement for a ten year period commencing on such date.

     (ii) Pipe Harness Clamp

     The Company  holds a patent for a  specialized  clamping  device (the "Pipe
Harness  Clamp")  designed  to  connect  principally  underground  pipe lines of
similar and  dissimilar  materials.  In July 1991,  the Company and an unrelated
third party (the "Licensee")  entered into a License and Royalty  Agreement (the
"License  Agreement")  pursuant to which the Licensee was granted the  exclusive
right to manufacture, use, market and sell (either directly or on the Licensee's
behalf) the Pipe Harness Clamp.

     The License Agreement provides that, among other matters, the Licensee will
pay  royalty  payments  for the license of the Pipe  Harness  Clamp in an amount
equal to 5% of Net Sales  (as  defined  in the  License  Agreement)  of the Pipe
Harness  Clamp until such time as the aggregate  amount of the royalty  payments
total $1,000,000 and thereafter an amount equal to 2.5% of Net Sales of the Pipe
Harness Clamp (the "Net Sales  Royalty").  The License  Agreement  also provides
that the Licensee will pay a percentage of royalty  payments that are payable to
the Licensee  pursuant to a certain License and Technical  Assistance  Agreement
(the  "Technical  Assistance  Agreement").  The Company is to receive,  for each
twelve month period that the Technical Assistance Agreement is in effect, 23.68%
of all amounts in excess of $100,000 received by the Licensee in accordance with
the terms of the  Technical  Assistance  Agreement  (the  "Technical  Assistance
Royalty"),  the  aggregate  of which  payments to the  Company  shall not exceed
$1,480,000.  Since inception of the License Agreement,  the Company had received
an aggregate of approximately  $179,891 in Technical Assistance Royalty payments
pursuant to the License Agreement (of which  approximately  $109,891 was accrued
during 1996), but had received no Net Sales Royalty payments.  No assurances can
be given regarding the commercial marketability of the Pipe Harness Clamp.

                                        2

     (iii) Robeson Industries Corp.

     In February 1993,  EXTECH  entered into a  Subscription  and Stock Purchase
Agreement  (the   "Subscription   Agreement")  with  Robeson   Industries  Corp.
("Robeson")  pursuant to which the  Company  agreed to  purchase  from  Robeson,
subject to the conditions set forth therein, (i) approximately 15% of the issued
and  outstanding  shares  of  capital  stock  of  Robeson  and  (ii)  all of the
outstanding  shares  of  capital  stock  of  Robeson's  wholly-owned  Hong  Kong
subsidiary,  Robeson  Industries  Hong Kong Ltd.  ("Hong  Kong") (the "Hong Kong
Shares").

     In May 1993,  the  Company  advised  Robeson  that it was  terminating  the
Subscription Agreement due to the nonfulfillment of certain of the conditions to
the obligation of EXTECH to consummate the  transactions  contemplated  thereby.
The Company also made demand upon Robeson for repayment of the principal  amount
of $320,000  loaned by the Company during 1992 and 1993,  together with interest
thereon,  as well as  reimbursement  of  expenses  incurred  by the  Company  in
connection with the Subscription Agreement.

     Subsequently,  in May 1993,  Robeson filed a petition for bankruptcy  under
Chapter 11 of the Bankruptcy Act with the United States Bankruptcy Court for the
District of New Jersey (the  "Court").  In September  1993,  the Company filed a
proof  of  claim  in such  proceeding  as a  secured  creditor  to  recover  the
approximate amount of $534,000.

     Pursuant to a Plan of  Reorganization  of Robeson (the "Plan")  approved by
the Court, in September 1994, in  consideration of the $320,000 in loans made by
the Company to Robeson and other recoverable  expenses,  the reorganized Robeson
issued to the Company a promissory note (the "Note") in the principal  amount of
$385,000.  The Note  provided  for the payment of interest at the rate of 8% per
annum and the repayment of principal in 48 consecutive  monthly  installments of
varying  amounts.  Pursuant  to the Plan,  payment of the Note was  secured by a
pledge of the Hong Kong Shares.  In addition,  pursuant to the Plan, the Company
received a nominal minority equity interest in Robeson.

     The first  three  payments  under the Note were  received by the Company in
October,  November and December  1994.  Effective  January 1995,  Robeson ceased
making payments under the Note. In March 1995, the Company demanded full payment
of the Note,  foreclosed  its  security  interest  with respect to the Hong Kong
Shares and purchased such shares at an auction sale.

     In September  1995, the Company agreed to cancel the Note in  consideration
for the issuance by Robeson of a new promissory note in the principal  amount of
$125,000 (the "New Note").  The New Note provides for interest at the rate of 8%
per annum and is payable in 27 consecutive  monthly  installments of $5,000. The
Company has received monthly  installments  sporadically under the New Note, but
not on a current basis.

                                        3

     (iv) Phone America International, Inc.

     In  February  1996,  the  Company  announced  that  it had  entered  into a
non-binding  letter of intent  to  acquire  Phone  America  International,  Inc.
("Phone America"),  an interexchange  telecommunications  carrier engaged in the
design,  development and marketing of prepaid  telephone calling cards and other
telephone products.

     Concurrently with the execution of the letter of intent, the Company loaned
$50,000  to  Transcends  Telecom  Corporation  ("Transcends"),   a  wholly-owned
subsidiary of Phone America,  for working capital purposes.  The note evidencing
the loan was payable on or after August 26, 1996 upon 30 days notice. Payment of
the principal amount of the note,  together with interest at the rate of 10% per
annum,  was secured by a pledge of certain  shares of Phone America Common Stock
as well as by a lien on accounts receivable of Transcends.

     Subsequent to February  1996,  the Company  decided not to  consummate  the
foregoing  transaction due to Phone America's  excessive  funding  requirements.
Thereafter,  in November  1996,  following the  discontinuance  of operations by
Transcends and Phone America,  Transcends  defaulted on its note and the Company
foreclosed on its security  interest in  Transcend's  accounts  receivable.  The
Company  obtained  a  peaceful  surrender  of the  accounts  receivable  and has
commenced  collection  proceedings  against the  account  debtors.  However,  no
assurances can be given regarding the satisfaction of the full amount due to the
Company under the note.

     (v) Other Business Opportunities

     During 1996 and 1997,  the Company  explored a number of business  
opportunities in connection  with the  acquisition  and/or  operation  of sports
franchises and negotiated   acquisition   agreements  in  connection  therewith.
Although no transactions have been consummated  to date,  the  Company  is  
continuing to investigate opportunities in this industry.

     (vi) General

     The Company was  incorporated  in the State of Delaware on August 25, 1961.
The Company's principal executive offices are located at 90 Merrick Avenue, East
Meadow,  New York  11554,  and its  telephone  number  at such  office  is (516)
794-6300.

                                        4

(b)  Business of Issuer

     (i) International Airport Hotel

     Reference is made to Items 1(a)(i) and 2 hereof.

     (ii) Pipe Harness Clamp

     Reference is made to Item 1(a)(ii) hereof.

     (iii) Other Business Opportunities

     Reference is made to Item 1(a)(v) hereof.

     (iv) Number of Employees

     As of December  31,  1996,  the Company  and its  subsidiaries  employed 17
persons.

ITEM 2.  DESCRIPTION OF PROPERTY

     The executive offices of the Company are located at 90 Merrick Avenue, East
Meadow, New York where  approximately 200 square feet of space are occupied on a
month-to-month basis at a monthly rental of $500.

     The  Hotel is leased by IAH from the Ports  Authority.  The  annual  rental
obligation  for the Hotel  equals the greater of $169,400 or 20% of annual gross
revenues,  as defined.  Total rent expense under the lease  amounted to $189,610
for 1996 as compared to $191,335 for 1995.

     Reference  is made to Item  1(a)(i)  hereof  for a  discussion  of  certain
pending litigation with regard to IAH's lease rights in the Hotel.

ITEM 3.  LEGAL PROCEEDINGS

     Reference  is made to Item  1(a)(i)  hereof  for a  discussion  of  certain
pending litigation with regard to the Hotel.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

                                        5

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)  Market Information

     The Company's Common Stock is traded in the over-the-counter  market on the
National  Association  of Securities  Dealers'  Bulletin  Board under the symbol
"EXTH". The following table sets forth, for the periods indicated,  the high and
low bid  prices for the  Company's  Common  Stock as  reported  by the  National
Quotation Bureau, Inc.:

1996 Calendar Year                     High         Low

First Quarter                         $1/4          $1/16
Second Quarter                         7/16          1/4
Third Quarter                          7/16          3/8
Fourth Quarter                         3/8           3/8

1995 Calendar Year                     High         Low

First Quarter                         $1/8          $1/16
Second Quarter                         1/8           1/8
Third Quarter                          1/8           1/16
Fourth Quarter                         1/16          1/16

     The above quotations reflect  interdealer  prices,  without retail mark-up,
mark-down or commission, and may not necessarily represent actual transactions.

(b)  Holders

     As of March 21,  1997,  there were 3,060  record  holders of the  Company's
Common Stock.

(c)  Dividends

     The Company has neither  declared nor paid any cash dividends on its Common
Stock during its two most recent  fiscal  years and the Board of Directors  does
not  contemplate  the  payment  of  dividends  in the  foreseeable  future.  Any
decisions as to the future  payment of dividends will depend on the earnings and
financial  position  of the  Company  and such  other  factors  as the  Board of
Directors deems relevant.

(d)  Recent Sales of Unregistered Securities

     Reference is made to Item 12 hereof for  discussion of a private  placement
of Common Stock of the Company made  pursuant to Section 4(2) of the  Securities
Act of 1933, as amended.

                                        6

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations:

     In 1996,  the Company had total  revenues of  $1,118,647  and a net loss of
$5,099 as compared to  revenues  of  $1,024,057  and a net profit of $51,229 for
1995.

     Room  rental and other  departmental  revenue  for the Hotel  decreased  by
$13,016  (1.32%) during 1996. The net profit for the Hotel,  on a  "stand-alone"
basis, was $109,322 in 1996 as compared to $144,351 in 1995.

     Interest  income  increased by $16,929 from 1995 to 1996 due to the receipt
of $800,000 in funds from the private  placement of Common Stock discussed under
"Liquidity and Capital Resources".

     Royalty  income  earned  during 1996 with respect to the Pipe Harness Clamp
was $109,891 as compared to $19,214 in 1995 (see Item 1(a)(ii)).

     In 1996, the Company  incurred costs and expenses of $1,119,090 as compared
to $967,152 in 1995,  representing  an increase of  $151,938.  The  increase was
attributable  primarily to an increase of $162,079 in corporate and sundry costs
and expenses  arising from the  professional  fees incurred in connection  with,
among  other  things,  the  Company's  investigation  and  negotiation  of other
business  opportunities  (see Item  1(a)(v)) and an increase in the salary of an
executive  officer of the  Company,  which  increase  was granted in view of the
greater amount of effort  required to be expended by him in connection  with the
aforementioned investigation and negotiation of business opportunities.

     Reference  is made to Item  1(a)(i)  hereof for a  discussion  of a certain
litigation with the Ports Authority with regard to the Hotel.

Liquidity and Capital Resources:

     As of  December  31,  1996,  the Company  had  $1,318,121  in cash and cash
equivalents  as  compared  to  $644,956  in 1995,  representing  an  increase of
$673,165.  Such  increase  was  primarily  the  result  of  an  $800,000  equity
investment  made during 1996 by the  President  and Chairman of the Board of the
Company and another investor (see Items 5 and 12 hereof).

                                        7

     As of December  31,  1996,  the Company  had a working  capital  surplus of
$1,299,647 and had no material commitments for capital expenditures.

     Reference is made to Items  1(a)(iii)  and (iv) hereof for a discussion  of
the  status of a certain  note in the  principal  amount of  $125,000  issued by
Robeson to the Company in  September  1995 and a certain  note in the  principal
amount of $50,000 issued by Transcends to the Company in February 1996.

     Reference is also made to Item 1(a)(i)  hereof for a discussion  of certain
litigation with the Ports Authority with regard to the Hotel.

ITEM 7.  FINANCIAL STATEMENTS

     The  financial  statements  required  by this Item 7 are  included  in this
Annual Report on Form 10-KSB following Item 13 hereof.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     There were no changes in accountants due to disagreements on accounting and
financial  disclosure  during the  twenty-four  month period ended  December 31,
1996.

                                        8

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Directors and Executive Officers

     The following  table sets forth the positions  and offices  presently  held
with the Company by each  Director and executive  officer,  his age and the year
from which such person's service on the Company's Board of Directors dates:

                                   Positions and Offices           Director
     Name               Age        held with the Company            Since
     ----               ---        ---------------------            -----

Jay M. Haft              61        Chairman of the Board             1989
Morton L. Certilman      65        President and Director            1989
Leon Lapidus             52        Director                          1989
Brian K. Ziegler         42        Secretary and Treasurer            --

     Jay M. Haft has served as the Company's Chairman of the Board since October
1989.  Mr. Haft has been  engaged in the  practice of law for more than the past
five  years  and  serves  as  counsel  to Parker  Duryee  Rosoff & Haft.  He was
previously a senior corporate  partner of such firm  (1989-1994).  Mr. Haft is a
strategic and financial  consultant for growth stage companies.  He is active in
international  corporate  finance,  mergers and acquisitions,  as well as in the
representation  of emerging growth  companies.  He has actively  participated in
strategic planning and fund raising for many high-tech  companies,  leading edge
medical  technology  companies  and  technical  product,  service and  marketing
companies. Mr. Haft is a Managing General Partner of Venture Capital Associates,
Ltd.  and Gen Am "1"  Venture  Fund,  a domestic  and an  international  venture
capital fund,  respectively.  Mr. Haft is also a Director of numerous public and
private corporations, including Robotic Vision Systems, Inc., Noise Cancellation
Technologies, Inc., Encore Medial Corporation, Viragen, Inc., PC Service Source,
Inc., DUSA  Pharmaceuticals,  Inc., Oryx Technology  Corp. and Jenna Lane, Inc.,
all of whose securities are traded in the over- the-counter  market,  and serves
as Chairman of the Board of Noise  Cancellation  Technologies,  Inc.,  and Jenna
Lane,  Inc.  Mr.  Haft is a member  of the  Florida  Commission  for  Government
Accountability to the People, Co-President of the Dade Venue of the Miami Ballet
and a Director of the Concert Association of Florida. Mr. Haft received B.A. and
L.L.B. degrees from Yale University.

                                        9

     Morton L.  Certilman  has served as the Company's  President  since October
1989.  Mr.  Certilman  has been engaged in the practice of law for more than the
past  five  years  and is a member of the law firm of  Certilman  Balin  Adler &
Hyman,  LLP.  Mr.  Certilman  is Chairman of the Long Island  Regional  Planning
Board, the  Northrop/Grumman  Master Planning Council and a Director of the Long
Island  Association,  the New Long Island Partnership and the Long Island Sports
Commission.  Mr.  Certilman has lectured  extensively  before bar  associations,
builders' institutes,  title companies, real estate institutes,  banking and law
school  seminars,  The Practicing  Law  Institute,  The Institute of Real Estate
Management  and at annual  conventions  of such  organizations  as the  National
Association  of Home  Builders,  the  Community  Associations  Institute and the
National Association of Corporate Real Estate Executives.  He is a member of the
faculty of the American Law Institute/American  Bar Association,  as well as the
Institute on Condominium and Cluster Developments of the University of Miami Law
Center.  Mr. Certilman has written various articles in the condominium field, is
the author of the New York State Bar  Association  Condominium  Cassette and the
Condominium portion of the State Bar Association book on "Real Property Titles",
and is the editor of the New York Land Report.  Mr. Certilman is a member of the
Advisory  Board of First American  Title  Insurance  Company of New York and the
American  College of Real  Estate  Lawyers.  Mr.  Certilman  received  an L.L.B.
degree, cum laude, from Brooklyn Law School.

     Leon Lapidus has been the  President of the Mibro Group,  a privately  held
importer,  packager and  distributor  of  hardware,  for more than the past five
years.  Mr.  Lapidus  received a B.A.  degree from Hunter  College and an M.B.A.
degree from the Bernard M. Baruch  College of the City of New York.  Mr. Lapidus
is the brother-in-law of Mr. Haft.

     Brian K.  Ziegler has been engaged in the practice of law for more than the
past  five  years  and is a member of the law firm of  Certilman  Balin  Adler &
Hyman,  LLP. Mr. Ziegler  received a B.S.  degree,  cum laude,  from the Wharton
School of the University of Pennsylvania, and a J.D. degree and an L.L.M. degree
in Taxation from the University of Miami.  Mr. Ziegler is the son- in-law of Mr.
Certilman.

     Each  Director   will  hold  office  until  the  next  Annual   Meeting  of
Stockholders  and until his  successor  is elected and  qualified,  or until his
earlier  resignation or removal.  Each executive  officer will hold office until
the next  regular  meeting of the Board of Directors  following  the next Annual
Meeting of  Stockholders  and until his  successor is elected or  appointed  and
qualified, or until his earlier resignation or removal.

     Section 16(a) Beneficial Ownership Reporting Compliance

     To the Company's knowledge, based solely on a review of the copies of Forms
3 and 4  furnished  to the Company  and  written  representations  that no other
reports were  required,  during the fiscal year ended  December  31,  1996,  all
Section  16(a)  filing  requirements   applicable  to  the  Company's  officers,
Directors and 10% stockholders were complied with, except that Brian K. Ziegler,
Treasurer and Secretary of the Company,  inadvertently  failed on a timely basis
to file a Form 5 for a certain gift  transaction.  This was Mr.  Ziegler's first
late filing in connection with Section 16(a) filing requirements.

                                       10

ITEM 10. EXECUTIVE COMPENSATION

(a)  Summary Compensation Table

     The  following  table  sets  forth  certain   information   concerning  the
compensation  of Morton L. Certilman,  President of the Company,  for the fiscal
years ended  December 31, 1994,  1995 and 1996. No other person who served as an
executive  officer of the Company as of December 31, 1996 had a total salary and
bonus for the year then ended in excess of $100,000.

                                        Annual
                                     Compensation
Name and Principal                                        All Other
Position                  Year          Salary          Compensation

Morton L. Certilman,      1996         $101,250              -0-*
   President              1995          $50,000              -0-*
                          1994          $40,000              -0-*

____________ 

   *      Excludes  fees payable  during  1994,  1995 and 1996 by the Company to
          Certilman Balin Adler & Hyman,  LLP, a law firm of which Mr. Certilman
          is a member.

(b)  Option Grants

     No grants of stock  options  were made to Mr.  Certilman  during the fiscal
year ended December 31, 1996.

(c)  Aggregated Option Exercises and Fiscal Year-End Option Value

     Mr.  Certilman did not exercise any options  during the year ended December
31, 1996 and held no options as of such date.

(d)  Long-Term Incentive Plan Awards

     No awards were made to Mr.  Certilman during the fiscal year ended December
31, 1996 under any long-term incentive plan.

                                       11

(e)  Compensation of Directors

     Each Director is entitled to receive a $500 fee for each Directors' meeting
he attends.  In addition,  Directors are reimbursed for travel expenses incurred
in connection with attendance at such meetings.

(f)  Employment Contracts, Termination of Employment and Change-in-Control
     Arrangements

     Not applicable.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth certain  information  as of March 27, 1997
regarding the  beneficial  ownership of the Company's  shares of Common Stock by
(i) each  person who is known by the  Company to  beneficially  own or  exercise
voting or dispositive  control over more than 5% of the Company's  Common Stock,
(ii) each present  Director  and (iii) all of the  Company's  present  executive
officers and Directors as a group:

                                                                  Approximate
   Name and Address                  Number of Shares             Percentage
  of Beneficial Owner                Beneficially Owned            of Class

Morton L. Certilman............      2,611,893(1)(2)(3)              46.7%
  The Financial Center
    at Mitchel Field
  90 Merrick Avenue
  East Meadow, New York

Adam R. Lieberman..................  1,800,000(2)(4)                 32.2%
  125 Baylis Road
  Melville, New York

Jay M. Haft....................        910,393(1)(5)                 16.3%
  201 S. Biscayne Blvd.
  Suite 3000
  Miami, Florida

Leon Lapidus...................         20,000                         *
  111 Sinnott Road
  Scarborough Ontario
  M1L 4S6 Canada

All executive officers
and Directors as a group
(4 persons)....................      3,587,286(3)(5)(6)              64.2%

                                       12

 *       Less than 1%.

(1)      Messrs.  Certilman  and Haft have  previously  filed a Schedule 13D and
         amendments  thereto  under  the  Securities  Exchange  Act of 1934,  as
         amended,  with  respect to their  respective  equity  interests  in the
         Company.  In view of their  intention  to consult  with each other with
         respect to the acquisition,  voting and disposition of their respective
         shares, Messrs. Certilman and Haft may be deemed a group.  Accordingly,
         the group of Messrs.  Certilman and Haft  beneficially  owns  3,522,286
         shares of Common Stock. Such amount represents  approximately  63.0% of
         the outstanding shares of Common Stock of the Company. However, each of
         Messrs.  Certilman and Haft independently  makes his own decisions with
         respect to the  acquisition,  voting and  disposition  of the shares of
         Common Stock directly owned by him. Further,  neither Mr. Certilman nor
         Mr.  Haft has any  economic  interest  in the  shares of  Common  Stock
         directly owned by the other.

(2)      Pursuant to a certain  Amended and  Restated  Voting  Trust  Agreement,
         dated as of December 30, 1996,  between  Sterling  Foster Holding Corp.
         ("SFHC")  and Mr.  Certilman,  as voting  trustee  (the  "Voting  Trust
         Agreement"),  SFHC transferred voting control over all 1,800,000 shares
         of Common  Stock of the  Company  it  presently  owns to Mr.  Certilman
         during the three year term of the Voting Trust Agreement.

(3)      Includes  1,800,000 shares held by Mr. Certilman pursuant to the Voting
         Trust  Agreement and 360,000 shares held in a retirement  trust for his
         benefit.

(4)      The shares are  registered  in the name of SFHC;  Mr.  Lieberman is the
         beneficial owner of these shares by reason of his position as President
         and sole stockholder of SFHC.

(5)      Includes  12,500  shares held in a retirement  trust for the benefit of
         Mr. Haft.

(6)      Includes 5,000 shares held in a retirement  trust for the benefit of an
         executive  officer and 20,000 shares held by such  executive  officer's
         wife.  Such executive  officer  disclaims  beneficial  ownership of the
         shares owned by his wife.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Pursuant to a certain  Subscription  Agreement,  dated June 3, 1996, by and
between the Company,  Mr.  Certilman,  Mr. Haft,  and SFHC,  the Company  issued
3,200,000  shares of Common Stock at a price of $0.25 per share (the "Offering")
for a total subscription price of $800,000. Of such amount, $450,000 was paid by
SFHC for the purchase of  1,800,000  shares and $175,000 was paid by each of Mr.
Haft and Mr.  Certilman for the purchase of 700,000 shares each. The proceeds of
the  Offering  were  intended  to  be  used  in  connection  with  the  business
opportunities described in Item 1(a)(v) hereof.

                                       13

     Certilman Balin Adler & Hyman,  LLP, a law firm of which Mr. Certilman is a
member,  serves as counsel to the Company. It is presently anticipated that such
firm will  continue to  represent  the Company  and/or its  affiliates  and will
receive  fees for its services at rates and in amounts not greater than would be
paid to unrelated law firms performing similar services.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)      Exhibits

Exhibit
Number            Description of Exhibit
- ------            ----------------------

3(a)      Certificate of Incorporation, as amended(1)

3(b)      By-laws, as amended(2)

9         Amended and Restated Voting Trust Agreement,  dated December 30, 1996,
          among Sterling Foster Holding Corp. and Morton L. Certilman, as voting
          trustee.

10(a)     Agreement, dated July 22, 1988, between the Ports Authority and IAH(1)

10(b)     Resolution of Board of Directors of Ports Authority,  dated August 10,
          1994, regarding rental obligation of the Hotel(3)

10(c)     Amended and Restated 1990 Stock Option Plan(1)

10(d)     License and Royalty  Agreement,  dated July 1991,  among the  Company,
          IFTI Capital Appreciation  Management  Corporation,  and NPS Products,
          Inc.(4)

10(e)     Subscription  Agreement,  dated  as  of  June  3,  1996,  between  Mr.
          Certilman, Mr. Haft, SFHC and the Company (5)

21        Subsidiaries of the Registrant(4)

27        Financial Data Schedule.

__________
(1)      Denotes  document filed as an exhibit to the Company's Annual Report on
         Form  10-KSB  for the year ended  December  31,  1993 and  incorporated
         herein by reference.

(2)      Denotes  document filed as an exhibit to the Company's Annual Report on
         Form  10-KSB  for the year ended  December  31,  1989 and  incorporated
         herein by reference.

(3)      Denotes  document filed as an exhibit to the Company's Annual Report on
         Form  10-KSB  for the year ended  December  31,  1994 and  incorporated
         herein by reference.

(4)      Denotes  document filed as an exhibit to the Company's Annual Report on
         Form 10-K for the year ended December 31, 1991 and incorporated  herein
         by reference.

(5)      Denotes document filed as an exhibit to the Company's Current Report on
         Form 8-K for an event  dated  June 3, 1996 and  incorporated  herein by
         reference.

                                       14

(b)  Reports on Form 8-K

     No report on Form 8-K was filed by the Company  during the last  quarter of
the fiscal year ended December 31, 1996.

                                       15

                       EXTECH CORPORATION AND SUBSIDIARIES

                               REPORT ON AUDITS OF
                        CONSOLIDATED FINANCIAL STATEMENTS

                        TWO YEARS ENDED DECEMBER 31, 1996

                                      INDEX

                                                                  Page

Independent auditors' report                                      F-2

Consolidated balance sheet                                        F-3

Consolidated statements of operations                             F-4

Consolidated statement of stockholders' equity                    F-5

Consolidated statements of cash flows                             F-6

Notes to consolidated financial statements                        F-7 - F-10

                        CONSOLIDATED FINANCIAL STATEMENTS

               Report of Independent Certified Public Accountants

Board of Directors and Stockholders
EXTECH CORPORATION
East Meadow, New York

We  have  audited  the  accompanying   consolidated   balance  sheet  of  EXTECH
CORPORATION   and   Subsidiaries  as  of  December  31,  1996  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the  years  in the  two-year  period  ended  December  31,  1996.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of EXTECH CORPORATION
and Subsidiaries as of December 31, 1996 and the results of their operations and
their cash flows for each of the years in the two-year period ended December 31,
1996 in conformity with generally accepted accounting principles.

                                                    HOLTZ RUBENSTEIN & CO., LLP

Melville, New York
February 25, 1997

                                       F-2

                       EXTECH CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 1996

       ASSETS
       ------

CURRENT ASSETS:
   Cash and cash equivalents                                      $1,318,121
   Accounts receivable, net of allowance for doubtful
     accounts of approximately $500                                   50,591
   Notes receivable, net of allowance for doubtful accounts
     of approximately $48,000 (Note 4)                                81,856
   Inventories                                                         6,400
   Prepaid expenses and other current assets                         122,479
                                                                     -------
       Total current assets                                        1,579,447

PROPERTY AND EQUIPMENT, net (Note 3)                                 153,595

OPERATING EQUIPMENT, net                                               9,529

                                                                  $1,742,571
                                                                  ==========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                               $    1,974
   Accrued expenses (Notes 5 and 6)                                  123,626
   Debentures payable (Note 7)                                       154,200
                                                                     -------
       Total current liabilities                                     279,800

MINORITY INTEREST                                                        560

COMMITMENT AND CONTINGENCY (Note 10)

STOCKHOLDERS' EQUITY:  (Note 11)
   Common stock, $.01 par value; authorized 10,000,000 shares;
     issued and outstanding 5,591,367 shares                          55,914
   Capital in excess of par                                        5,264,950
   Deficit                                                        (3,858,653)
                                                                   ----------
                                                                   1,462,211

                                                                  $1,742,571
                                                                  ==========

                 See notes to consolidated financial statements

                                       F-3

                       EXTECH CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                           Years Ended
                                                           December 31,
                                                           ------------
                                                      1996              1995
                                                      ----              ----
REVENUES:  (Note 13)
   Rooms                                          $  936,976        $  924,381
   Other operating departments                        32,958            58,569
   Interest, net                                      38,822            21,893
   Royalty income                                    109,891            19,214
                                                     -------            ------

       Total revenues                              1,118,647         1,024,057
                                                   ---------         ---------

COSTS AND EXPENSES:
   Administrative and general                        124,697           111,234
   Bad debt (recovery)                               (21,174)            5,195
   Corporate and sundry (Note 8)                     352,225           190,146
   Departmental                                      380,711           381,192
   Depreciation and amortization                      51,544            51,901
   Energy costs                                       14,285            16,701
   Lease rentals (Note 10)                           189,610           191,335
   Property operation and maintenance                 26,605            18,761
   Real estate and personal property taxes               587               687
                                                     -------           -------

       Total costs and expenses                    1,119,090           967,152
                                                   ---------           -------

(LOSS) INCOME BEFORE INCOME TAXES                       (443)           56,905

INCOME TAXES (Note 9)                                  4,656             5,676
                                                       -----             -----

NET (LOSS) INCOME                                 $   (5,099)       $   51,229
                                                      ======            ======

(LOSS) INCOME PER COMMON SHARE (Note 12)          $    (.001)             $.02
                                                       =====              ====

WEIGHTED AVERAGE NUMBER OF SHARES
   OF COMMON STOCK OUTSTANDING (Note 12)           4,236,176         2,391,367
                                                   =========         =========

                 See notes to consolidated financial statements

                                       F-4

                       EXTECH CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                                    Capital
                                           Common Stock            in Excess
                                        Shares         Amount       of Par          Deficit            Total
                                        ------         ------       ------          -------            -----
                                                                                           
Balance, January 1, 1995              2,391,367     $  23,914     $4,496,950     $(3,904,783)      $  616,081

Net income for the year                    -             -              -             51,229           51,229
                                      ---------        ------      ---------       ---------          -------

Balance, December 31, 1995            2,391,367        23,914      4,496,950      (3,853,554)         667,310

Issuance of stock                     3,200,000        32,000        768,000            -             800,000

Net loss for the year                        -             -            -             (5,099)          (5,099)
                                      ---------        ------      ---------       ---------          -------

Balance, December 31, 1996            5,591,367     $  55,914     $5,264,950     $(3,858,653)      $1,462,211
                                      =========        ======      =========       =========        =========

                 See notes to consolidated financial statements

                                       F-5

                       EXTECH CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                              Years Ended
                                                                              December 31,
                                                                              ------------

                                                                        1996                 1995
                                                                        ----                 ----
                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income .......................                            $  (5,099)           $ 51,229
   Adjustments to reconcile net (loss) income to net
     cash (used in) provided by operating activities:
       Depreciation and amortization                                     51,544             51,901
       Bad debts                                                        (20,948)             5,195
       Changes in operating assets and liabilities:
         (Increase) decrease in assets:
           Accounts receivable                                            1,830             (1,048)
           Inventories                                                      790              4,514
           Prepaid expenses and other assets                           (115,592)            36,544
         Increase (decrease) in liabilities:
           Accounts payable                                              (1,582)              (632)
           Accrued expenses                                             (15,875)             2,484
                                                                        -------              -----
       Net cash (used in) provided by operating activities             (104,932)           150,187
                                                                       --------            -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                     (175)            (4,425)
   Notes receivable - net                                               (21,728)            16,835
                                                                        -------             ------
       Net cash (used in) provided by investing activities              (21,903)            12,410
                                                                        -------             ------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of common stock                                             800,000               -
                                                                        -------            -------
       Net cash provided by financing activities                        800,000               -
                                                                        -------            -------

Net increase in cash and cash equivalents                               673,165            162,597

Cash and cash equivalents, beginning of year                            644,956            482,359
                                                                        -------            -------

Cash and cash equivalents, end of year                               $1,318,121           $644,956
                                                                      =========            =======

                 See notes to consolidated financial statements

                                       F-6

                       EXTECH CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1996 AND 1995

1.     Summary of Significant Accounting Policies:

       a. Description of business

          The Company's  operations are within one industry as lodging sales and
related revenues  accounted for  substantially  all revenues during the two-year
period ended December 31, 1996.

       b. Principles of consolidation

          The  consolidated  financial  statements  include the  accounts of the
Company, its wholly-owned subsidiaries and a 90% owned inactive subsidiary.  All
intercompany transactions and balances have been eliminated.

       c. Inventories

          Inventories, consisting of merchandise and supplies, are stated at the
lower of cost or market. Cost is determined on a first-in, first-out basis.

       d. Property and equipment

          Property and  equipment are stated at cost.  Depreciation  is provided
using the  straight-line  method over the estimated  useful lives of the related
assets.  Leasehold  improvements  are being  amortized  using the  straight-line
method over the remaining term of the lease.

       e. Concentration of credit risk

          The  Company  invests its excess  cash in  deposits  and money  market
accounts  with major  financial  institutions.  The Company has not  experienced
losses related to these investments.

       f. Statement of cash flows

          For purposes of the statement of cash flows, the Company considers all
highly liquid debt  instruments with a maturity of three months or less, as well
as bank money market accounts, to be cash equivalents.

       g. Estimates

          The  preparation of financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period Actual results could differ from those estimates.

2.     Supplementary Information - Statement of Cash Flows:

       Cash paid for income  taxes was $7,141 and $5,452  during the years ended
December 31, 1996 and 1995, respectively.

                                       F-7

3.     Property and Equipment:

       At December 31, 1996, property and equipment consists of the following:

       Furniture, fixtures and equipment                          $360,360
       Leasehold improvements                                      134,384
                                                                   -------
                                                                   494,744
       Less accumulated depreciation and amortization              341,149
                                                                   -------
                                                                  $153,595
                                                                   =======

4.     Notes Receivable:

       a. During the period  December  1992 to March 1993,  the Company  entered
into various loans with Robeson Industries Corp. ("Robeson") (an unrelated third
party) in the aggregate  amount of $320,000.  The notes were secured by a pledge
of all of the issued and outstanding shares of Robeson Industries Hong Kong Ltd.
("Robeson  Hong Kong").  In May 1993,  Robeson  filed a petition for  bankruptcy
under Chapter 11 of the Bankruptcy  Act. In September  1993, the Company filed a
proof of  claim  in such  proceeding  as a  secured  creditor  to  recover  such
advances, related accrued interest and other costs.

          In September 1994,  pursuant to a Plan of Reorganization (the "Plan"),
Robeson  issued to the Company a promissory  note (the "Note") in the  principal
amount of $385,000. The Note provided for the payment of interest at the rate of
8%  per  annum  and  the  repayment  of  principal  in  48  consecutive  monthly
installments.  Such  installments  were  to  cover  an  aggregate  of 5% of  the
principal  amount of the Note during the initial six months,  an additional 7.5%
thereof during the following six months,  an additional 37.5% thereof during the
following 12 months,  an additional  25% thereof  during the following 12 months
and the final 25%  thereof  during the last 12 months of the Note.  The Note was
secured by all the outstanding shares of capital stock of Robeson's wholly-owned
Hong Kong subsidiary. In addition,  pursuant to the Plan, the Company received a
nominal minority equity interest in Robeson.

          The first three  payments  under the Note were received by the Company
in October,  November and December 1994.  Effective January 1995, Robeson ceased
making payments under the Note. In March 1995, the Company demanded full payment
of the Note,  foreclosed  its  security  interest  with respect to the Hong Kong
stock and  purchased  such shares at an auction  sale.  In September  1995,  the
Company agreed to cancel the Note in  consideration  for the issuance by Robeson
of a new promissory  note in the principal  amount of $125,000 (the "New Note").
The New Note provides for interest at the rate of 8% per annum and is payable in
27 consecutive monthly installments of $5,000.

       b. In February  1996,  the  Company  signed a letter of intent to acquire
Phone  America   International,   Inc.  ("Phone   America"),   an  interexchange
telecommunications  carrier engaged in the design,  development and marketing of
prepaid telephone calling cards and other telephone products.  Additionally, the
Company advanced $50,000 to Transcends  Telecom  Corporation  ("Transcends"),  a
wholly-owned  subsidiary of Phone America,  and entered into a Loan and Security
Agreement.  Subsequent to February 1996, the Company  decided not to pursue this
acquisition.  Thereafter, in November 1996, Transcends defaulted on its note and
the  Company  foreclosed  on  its  security  interest  in  Transcend's  accounts
receivable. The Company obtained a peaceful surrender of the accounts receivable
and has commenced collection proceedings against the account debtor.

                                       F-8

5.     Accrued Expenses:

       At December 31, 1996, accrued expenses consists of the following:

       Rent                                        $ 63,965
       Professional fees                             14,200
       Payroll and related costs                     15,836
       Deferred compensation (Note 6)                14,100
       Room tax                                       7,082
       Other                                          8,443
                                                      -----

                                                   $123,626
                                                    ========
6.     Deferred Compensation:

       The  Company has an  agreement  to pay  special  compensation  to certain
employees  who  at  the  date  of  retirement  have   accumulated  20  years  of
uninterrupted  service.  Maximum amount  payable per employee is $3,000.  At the
effective date,  there were seven  employees  covered by this plan, four of them
with 15 years of accumulated service. The accrual is being done pro-ratably from
the inception of the plan to the date each employee is eligible for benefits. At
December 31, 1996, there was $14,100 shown as accrued expenses payable.

7.     Debentures Payable:

       In 1971, the Company, pursuant to a plan of arrangement,  issued a series
of debentures which matured in 1977. As of December 31, 1996,  $154,200 of these
debentures  have not been presented for payment.  Accordingly,  this balance has
been included as a current  liability in the accompanying  consolidated  balance
sheet.  Interest has not been accrued on the remaining  debentures  payable.  In
addition,  no interest or other  charges  have been  accrued  with regard to any
escheat obligation of the Company.

8.     Related Party Transaction:

       During the years ended December 31, 1996 and 1995, the Company leased its
corporate office facility from a partnership of which a stockholder/officer is a
member. Rent expense amounted to $6,000 for each of the years ended December 31,
1996 and 1995.

9.     Income Taxes:

       The 1996 and 1995 income of IAH, Inc., a wholly-owned subsidiary has been
calculated  excluding the loss of EXTECH,  as it is  separately  taxed under the
laws of Puerto Rico. A provision  of $4,656 and $5,676,  respectively,  has been
made for this tax liability.

       For  federal  income  taxes,   the  Company  has  a  net  operating  loss
carryforward of approximately $613,000 available to offset future taxable income
and approximately  $1,500,000 of capital loss carryforwards  available to offset
future capital gains. In addition,  the Company has general  business tax credit
carryforwards  available to reduce future income taxes of approximately $33,000.
If not  utilized,  these  credits  are  scheduled  to expire in various  amounts
through 2010. The Company  incurred  operating losses during the past four years
and  losses are  expected  in the early  subsequent  periods.  As a result,  the
Company  has not  recorded a  deferred  tax asset in 1996 due to the fact that a
100% valuation allowance would be needed.

10.    Commitment and Contingency:

       IAH, Inc. leases the International  Airport Hotel property pursuant to an
operating lease with the Puerto Rico Ports Authority ("Ports Authority"),  which
expired in December  1995.  IAH is of the belief that pursuant to a supplemental
lease  agreement,  it retained  the option to continue the lease for a period of
five years to December 31,  2000.  The lease  agreement  provides for the annual
rental  payments  to be equal to the  greater of  $169,400  or 20% of the annual
gross revenues, as defined,  effective January 1, 1994. Total rent expense under
this lease amounted to $189,610 for 1996 and $191,335 for 1995.

                                       F-9

10.    Commitment and Contingency:  (Cont'd)

       Based upon IAH's refusal to acknowledge that,  effective January 1, 1996,
it occupied the Hotel on a  month-to-month  basis,  in February  1996, the Ports
Authority  requested  that IAH vacate,  surrender  and  deliver the  premises by
February 29, 1996.  Following the receipt of such request, IAH brought an action
in the  Superior  Court of San Juan,  Puerto Rico for  declaratory  judgment and
possessory injunction against the Ports Authority with respect to the Hotel. The
action  seeks  a  declaratory  judgment  that,  among  other  alternatives,  IAH
exercised  an option with respect to its lease for the Hotel for an extension of
the term of five years commencing on January 1, 1996 or that the Ports Authority
executed a new lease agreement for a ten year period commencing on such date.

11.    Stockholders' Equity:

       a. Stock options

          The Company  maintains  a stock  option  plan which  provides  for the
granting of options to individuals  rendering service to the Company to purchase
up to 300,000 shares of common stock of the Company.  Such options may be either
incentive stock options or non-statutory stock options.
No options have been granted as of December 31, 1996.

       b. Common shares reserved

          Stock Option Plan                  300,000
                                             =======

12.    (Loss) Income Per Share:

       Net (loss)  income  per  common  share was  computed  using the  weighted
average  number of  shares  of  common  stock  outstanding  during  each  period
presented.

13.    Major Customer:

       Sales to a major  customer  approximated  27% and 15% of total room sales
for the years ended December 31, 1996 and 1995, respectively.

14.    Fair Value of Financial Instruments:

       The  methods  and  assumptions  used to  estimate  the fair  value of the
following classes of financial instruments were:

          Current Assets and Current  Liabilities:  The carrying  amount of cash
       and  temporary  cash  investments,  current  receivables  and payable and
       certain other short-term  financial instru ments  approximate  their fair
       value.

       The carrying amount and fair value of the Company's financial instruments
at December 31, 1996 are as follows:
                                               Carrying            Fair
                                                Amount             Value
                                                ------             -----

       Cash and cash equivalents              $1,318,121        $1,318,121
       Accounts receivables                       50,591            50,591
       Notes receivable                           81,856            81,856
       Debentures payable                        154,200           154,200
       Other current liabilities                 125,600           125,600

                                      F-10

                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           EXTECH CORPORATION

Dated: April 15, 1997                      By: /s/ Morton L. Certilman
                                               -----------------------
                                               Morton L. Certilman,
                                               President

     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

    Signatures                      Capacity                      Date
    ----------                      --------                      ----

                              Chairman of the Board
/s/Jay M. Haft                of Directors                       April 15, 1997
- ----------------------
Jay M. Haft
                              President and Director
                              (Principal Executive,
                              Financial and Accounting
/s/Morton L. Certilman        Officer)                           April 15, 1997
- ----------------------
Morton L. Certilman

/s/ Leon Lapidus              Director                           April 15, 1997
- ----------------              
Leon Lapidus

                  AMENDED AND RESTATED VOTING TRUST AGREEMENT (the "Agreement"),
dated as of December 30, 1996, by and between  STERLING  FOSTER HOLDING CORP., a
Delaware 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:

                  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.

                  Transfer of Stock to Trustee.

                  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
an  Amended  and  Restated  Voting  Trust Certificate  (the  "Voting  Trust  
Certificate")  for the shares so deposited in substantially the same form as is
attached hereto as Exhibit A.

                  All Stock Certificates and Additional Certificates transferred
and delivered to the Trustee shall be  surrendered by the Trustee to the Company
and canceled, and new certificates  therefor shall be issued to and held by the 
Trustee in the name of "Morton L.

                                        2

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.

                  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 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.

                  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,

                                        3

or other property; the dissolution of the Company; and the consolidation, 
merger, reorganization or recapitalization of the Company.

                  Dividends.

                  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.

                  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.

                  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

                                        4

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.

                  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.

                  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.

                                        5

                  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.

                  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.

                  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

                                        6

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.

                  (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.

                  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.

                  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.

                  Termination.

                  This Agreement shall terminate, and the Trustee shall
be relieved of all liability  and  responsibility   hereunder,   upon  the  
earlier  of  the  third anniversary of the date hereof or the death of the 
Trustee.

                                        7

                  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.

                  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.

                  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.

                  Notices.

                  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.

                                        8

                  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.

                  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.

                  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.

                  Entire Agreement. This Agreement contains the entire agreement
between  the  parties.   Any  oral  or  written   representations,   agreements,
understandings  and/or  statements not contained herein shall be of no force and
effect.

                  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.

                  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.

                  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.

                                        9

                  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.

                 Execution in Counterparts.  This Agreement may be executed in
counterparts and each shall be deemed to be an original.

                  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.

By: /s/                                                1,800,000
    Adam Lieberman, President

TRUSTEE

/s/

Morton L. Certilman

                                       10

                                                                      EXHIBIT A

         The   transferability   of  this  Amended  and  Restated  Voting  Trust
Certificate is restricted by the terms of the Amended and Restated  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

                              AMENDED AND RESTATED

                            VOTING TRUST CERTIFICATE

                               EXTECH CORPORATION

              Incorporated under the laws of the State of Delaware

                  This  Amended  and  Restated  Voting  Trust  Certificate  (the
"Voting  Trust  Certificate")  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 Amended and Restated 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 Amended and Restated
Voting Trust Agreement and subject to the terms thereof.

                  Subject to the terms of the Amended and Restated  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 Amended and Restated  Voting Trust  Agreement to the holder
of the Voting Trust Certificate,  or to the Company, as specified in the Amended
and Restated  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 Amended and  Restated  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
Amended and Restated 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

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

                       5

                   Year
                              Dec-31-1996
                                 Jan-01-1996
                                   Dec-31-1996
                                1
                                         1,318,121
                                   0
                                  180,447
                                   48,500
                                    6,400
                               1,579,447
                                         153,595
                                 51,544
                                 1,742,571
                          279,800
                                        0
                          0
                                    0
                                       55,914
                                     1,462,211
                   1,742,571
                                        0
                               1,118,647
                                          0
                                  1,119,090
                               0
                               0
                             0
                                (443)
                                   4,656
                            (5,099)
                                 0
                                0
                                      0
                                   (5,099)
                                  (.001)
                                  0