AMENDED AND RESTATED  FOURTH  AMENDMENT  AND WAIVER (the "Fourth  Amendment  and
Waiver") dated as of March 31, 1997 to the Letter of Credit,  Reimbursement  and
Loan Agreement  dated as of June 28, 1995, as amended by the First Amendment and
Waiver dated as of March 5, 1996,  the Second  Amendment  and Waiver dated as of
July 23, 1996 and the Third  Amendment  and Waiver  dated as of February 7, 1997
(the  "Agreement")  by  and  between  Foilmark  Manufacturing  Corporation  (the
"Company") and The Chase  Manhattan Bank (formerly  known as Chemical Bank) (the
"Bank")

WHEREAS, the Company has requested and the Bank has agreed, subject to the terms
and conditions of this FOURTH AMENDMENT AND WAIVER, to amend and waive the
Agreement to reflect the requests set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:

1.    Waiver of ARTICLE II, Letter of Credit and Loans, Section 2.02, Debt
      Service Account; Reimbursement.

      Compliance with Section 2.02. (a) of the Agreement is hereby waived for
      the period commencing July 1, 1996 through and including the date hereof
      solely to the extent necessary to permit the non-receipt by the Bank
      during such period of the Aggregate amount of monthly sinking fund
      payments required to be made by the Company into the Debt Service Account
      maintained at the Bank, in the amount of $300,000, provided, however, that
      the Company makes a cumulative payment, no later than April 30, 1997, in
      the amount of $148,143.29 into the Debt Service Account maintained at the
      Bank. As of the date hereof, the Company has made sinking fund payments
      into the Debt Service Account maintained at the Bank in the aggregate
      amount of $151,856.71.


2.    Waiver of  ARTICLE  V,  AFFIRMATIVE  COVENANTS,  SECTION  5.03,  Financial
      Statemens, Reports

      Compliance with Section 5.03.(a) of the Agreement is hereby waived for the
      fiscal year ended December 31, 1996 to permit the late receipt by the Bank
      of the audited  consolidated  financial  statements  of  Foilmark  and its
      Subsidiaries  for  such  fiscal  year  and  the  unaudited   consolidating
      financial  statements  of Foilmark  and its  Subsidiaries  for such fiscal
      year,  which were to be  delivered to the Bank on or before March 31, 1997
      provided,  however,  such financial statements are received by the Bank no
      later than April 15, 1997.

      Compliance with Section 5.03.(c) of the Agreement is hereby waived for the
      fiscal year ended December 31, 1996 to permit the late receipt by the Bank
      of the certificate of non-default  relating to such fiscal year,  prepared
      and signed by the Auditor and the Chief Financial  Officer of Foilmark and
      each of its  Subsidiaries,  which  was to be  delivered  to the Bank on or
      before March 31, 1997 provided,  however, such certificate is delivered to
      the Bank no later than April 15, 1997.


3.    Waiver of ARTICLE VI, NEGATIVE COVENANTS, SECTION 6.01 Liens.

      Compliance  with Section 6.01. of the Agreement is hereby waived to permit
      Kensol-Olsenmark, Inc., a New York corporation and Kensol-Olsenmark, Inc.,
      a Delaware  corporation  to have granted a first  mortgage lien on certain
      real property owned by each of such entities  respectively  and located at
      40  Melville  Park  Road,  Melville,  New  York and 692  Pleasant  Street,
      Norwood,  Massachusetts,   respectively,   solely  to  secure  a  guaranty
      delivered to Fleet  National Bank by each such entity on December 16, 1996
      of certain Indebtedness owing by Foilmark,  Inc. to Fleet National Bank in
      the original  principal  amount of  $1,997,500  and funded on December 16,
      1996.


<PAGE>

4.    Waiver of ARTICLE VI. NEGATIVE COVENANTS, SECTION 6.02. Indebtedness

      Compliance with Section 6.02. of the Agreement is hereby waived to permit
      Foilmark, Inc. to incur Indebtedness from Fleet National Bank pursuant to
      a Commercial Term Loan Agreement and Commercial Term Promissory Note
      entered into on December 16, 1996 with respect to a ten (10) year term
      loan in the original principal amount of $1,997,500, payable in
      consecutive quarterly installments of $33,291.66 each, commencing March
      16, 1997, with the then outstanding balance of such term loan due and
      payable in full on December 16, 2006.

5.    Waiver of ARTICLE VI. NEGATIVE COVENANTS, SECTION 6.04. Guarantees.

      Compliance with Section 6.04. of the Agreement is hereby waived to permit
      Kensol-Olsenmark, Inc., a New York corporation and Kensol-Olsenmark, Inc.,
      a Delaware corporation to have guaranteed certain Indebtedness of
      Foilmark, Inc. owing to Fleet National Bank pursuant to a Commercial Term
      Loan Agreement and Commercial Term Promissory Note entered into on
      December 16, 1996 with respect to a ten (10) year term loan in the
      original principal amount of $1,997,500, payable in consecutive quarterly
      installments of $33,291.66 each, commencing March 16, 1997, with the then
      outstanding balance of such term loan due and payable in full on December
      16, 2006.

6.    Waiver of ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.09. Leases.

      Compliance with Section 6.09. of the Agreement is hereby waived for the
      fiscal year ended December 31, 1996 to permit the aggregate amount of all
      rents paid by the Company and its Affiliates under operating leases to
      exceed $400,000 during such fiscal year provided, however, the aggregate
      amount of all such rents paid during such fiscal year was not in excess of
      $438,000.

7.    Waiver of ARTICLE VI. NEGATIVE COVENANTS, SECTION 6.14. Consolidated
      Tangible Net Worth plus Consolidated Subordinated Debt.

      Compliance with Section 6.14 of the Agreement is hereby waived for the
      fiscal year ended December 31, 1996 to permit the Consolidated Tangible
      Net Worth plus Consolidated Subordinated Debt to be less than $13,892,000
      as of such fiscal year end provided, however, the Consolidated Tangible
      Net Worth plus Consolidated Subordinated Debt was not less than
      $12,949,000 as of such fiscal year end.

8.    Waiver of ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.15. Consolidated Debt
      Service Coverage Ratio.

      Compliance with Section 6.15. of the Agreement is hereby waived for the
      fiscal year ended December 31, 1996 to permit the Consolidated Debt
      Service Coverage Ratio to be less than 1.25 to 1.0 as of such fiscal year
      end provided, however, the Consolidated Debt Service Ratio was not less
      than 0.68 to 1.0 as of such fiscal year end.




<PAGE>

9.    Waiver of ARTICLE VI. NEGATIVE COVENANTS, SECTION 6.17. Consolidated
      Capital Expenditures.

      Compliance with Section 6.17. of the Agreement is hereby waived for the
      fiscal year ended December 31, 1996 to permit the Consolidated Capital
      Expenditures of Foilmark and its Subsidiaries to be greater than $600,000
      during such fiscal year provided, however, the Consolidated Capital
      Expenditures of Foilmark and its Subsidiaries during such fiscal year was
      not in excess of $2,330,000.

10.   Waiver of ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.18. Total
      Unsubordinated Liabilities to Consolidated Tangible Net Worth plus
      Consolidated Subordinated Debt.

      Compliance with Section 6.18. of the Agreement is hereby waived for the
      fiscal year ended December 31, 1996 to permit the ratio of Consolidated
      Total Unsubordinated Liabilities to Consolidated Tangible Net Worth plus
      Consolidated Subordinated Debt to be greater than 1.50 to 1.0 as of such
      fiscal year end provided, however, such ratio was not greater than 1.64 to
      1.0 as of such fiscal year end.

11.   Amendment to ARTICLE II, LETTER OF CREDIT AND LOANS. SECTION 2.02. Debt
      Service Account, Reimbursement, (a).

      Section 2.02. (a) of the Agreement is hereby amended by adding the
      following sentence to the end thereof as follows:

      "The Bank shall directly charge all such monthly installments due pursuant
      to this Section to the Company's (i.e.: Foilmark Manufacturing
      Corporation's) account number 893-105171 or one or more other accounts of
      the Company at the Payment Office or other office of the Bank commencing
      April 1, 1997."

12.   Amendment to ARTICLE V. AFFIRMATIVE COVENANTS, SECTION 5.03. Financial
      Statements, Reports.

      Section 5.03. of the Agreement is hereby amended by (1) deleting the word
      "and" at the end of subsection (f) thereof, (2) re-designating subsection
      (g) thereof as subsection (h) and (3) adding a new subsection (g) as
      follows:

      "(g) (1) promptly provide to the Bank copies of all material pleadings,
      motions and other filings made by any party with respect to the
      Proceedings (which shall mean the pending litigation outlined in the
      letter dated July 1, 1996 from Hinckley, Allen & Snyder, counsel to the
      Company and its affiliates, to the Bank, as updated by letters to the Bank
      from Hinckley, Allen & Snyder on October 23, 1996, January 15, 1997 and
      March 15, 1997 and all other litigation or proceedings to which the
      Company or any of its affiliates are a party which arise out of the
      incident which is the basis for the foregoing pending litigation) promptly
      after receipt thereof and promptly notify the Bank of any change in the
      status of the Proceedings including any decision or orders of the count in
      which such Proceedings are held and (2) provide a detailed update of the
      Proceedings from counsel to the Company and its affiliates, addressed to
      the Bank, on the 15th day of each month commencing April 15, 1997.


<PAGE>

13.   Amendment to ARTICLE V. AFFFIRMATIVE COVENANTS.

      Article V. of the Agreement is hereby amended by adding a new SECTION 5.18
      as follows:

            "SECTION 5.18. Proceedings. Cause the counsel to the Company and its
            affiliates with respect to the Proceedings (as defined in Section
            5.03. (g) hereof) to be available for conferences with respect to
            the status of the Proceedings from time to time at the request of
            the Bank."

14.   Amendment to ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.01. Liens.

      Section 6.01. of the Agreement is hereby amended by deleting the work
      "and" at the end of subsection (d) thereof, deleting the period at the end
      of subsection (e) thereof and substituting therefor the phrase "; and" and
      inserting a new subsection "(f)" as follows:

            "(f) (1) in the case of Kensol-Olsenmark, Inc., a New York
            corporation, a first mortgage Lien granted to Fleet National Bank
            covering real property located at 40 Melville Park Road, Melville,
            New York to secure a guaranty issued by such entity to Fleet
            National Bank on December 16, 1996 as permitted in Section 6.04 (e)
            (1) hereof and (2) in the case of Kensol-Olsenmark, Inc., a Delaware
            corporation, a first mortgage Lien granted to Fleet National Bank
            covering real property located at 692 Pleasant Street, Norwood,
            Massachusetts solely to secure a guaranty issued by such entity to
            Fleet National Bank on December 16, 1996 as permitted in Section
            6.04 (e) (2) hereof, but not including any renewals or extensions of
            such mortgage Liens."

15.   Amendment to ARTICLE VI. NEGATIVE COVENANTS SECTION 6.02 Indebtedness,

      Section 6.02 (h) of the Agreement is hereby amended by deleting the date
      "March 31, 1997" contained therein and substituting therefor the date
      "April 30, 1997".

      Section 6.02 of the Agreement is hereby further amended by deleting the
      word "and" at the end of subsection (g) contained therein, deleting the
      period at the end of subsection (h) contained therein and substituting
      therefor the phrase "; and: and inserting a new subsection "(i)" and a new
      subsection "(j)" as follows:

            "(i) Unsecured Indebtedness owing by Foilmark, Inc. to Fleet
            National Bank under a $6,000,000 revolving credit facility provided
            such facility shall expire and all such Indebtedness be repaid to
            Fleet National Bank no later than June 30, 1998; and


<PAGE>

      (j)   Indebtedness owing by Foilmark, Inc. to Fleet National Bank pursuant
            to a Commercial Term Loan Agreement and Commercial Term Promissory
            Note entered into on December 16, 1996 with respect to a ten (10)
            year term loan in the original principal amount of $1,997,500,
            payable in consecutive quarterly installments of $33,291.66 each,
            commencing March 16, 1997, with the then outstanding balance of such
            term loan due and payable in full on December 16, 2006, but not
            including any renewals, amendments, extensions or modifications
            thereof."

16.   Amendment to ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.04. Guarantees.

      Section 6.04. of the Agreement is hereby amended by deleting the word
      "and" at the end of subsection (c ) thereof, deleting the period at the
      end of subsection (d) thereof and substituting therefor the phrase "; and"
      and inserting a new subsection "(e)" as follows:

            "(e) (1) in the case of Kensol-Olsenmark, Inc., a New York
            corporation, a guaranty dated December 16, 1996 of certain
            Indebtedness of Foilmark, Inc. owing to Fleet National Bank as
            permitted pursuant to Section 6.02. (j) hereof and (2) in the case
            of Kensol-Olsenmark, Inc., a Delaware corporation, a guaranty dated
            December 16, 1996 of certain Indebtedness of Foilmark, Inc. owing to
            Fleet National Bank as permitted pursuant to Section 6.02. (j)
            hereof, but not including any renewals, amendments, extensions or
            modifications thereof of such guarantys."

17.   Amendment to ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.09. Leases.

      Section 6.09. of the Agreement is hereby amended by deleting the number
      "$400,000" contained therein and substituting therefor the number
      "$500,000".

18.   Amendment to ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.14.

      Consolidated Tangible Net Worth plus Consolidated Subordinated Debt.

      Section 6.14 of the Agreement is hereby amended by deleting it in its
      entirety and substituting the following therefor:

            "SECTION 6.14. Consolidated Tangible Net Worth plus Consolidated
            Subordinated Debt. Permit Consolidated Tangible Net Worth plus
            Consolidated Subordinated Debt ("TNW"), at any time to be less than
            the amount set forth below opposite the relevant period:


<PAGE>


Period                                          Amount
December 31, 1996 through June 29, 1997         $12,700,000
June 30, 1997 through December 30, 1997         $13,000,000
December 31, 1997 through December 30, 1998     The greater of (a) $13,500,000
                                                and (b) the actual TNW as of
                                                December 31, 1997

            and for each comparable thereafter, commencing December 31 through
            and including December 30 of the following year, an amount not less
            than the actual Consolidated Tangible Net Worth plus Consolidated
            Subordinated Debt as of the immediately prior December 31 plus
            $500,000."

19.   Amendment to ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.15 Consolidated
      Debt Service Coverage Ratio.

      Section 6.15 of the Agreement is hereby amended by deleting it in its
      entirety and substituting therefor the following:

      "SECTION 6.15. Consolidated Debt Service Coverage Ratio. Permit the
      Consolidated Debt Service Coverage Ratio to be less 0.68 to 1.0 at any
      time from December 31, 1996 through March 30, 1997; 0.09 to 1.0 at any
      time from March 31, 1997 to December 30, 1997 and 1.25 to 1.0 at any time
      from December 31, 1997 and thereafter."

20.   Amendment to ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.17. Consolidated
      Capital Expenditures.

      Section 6.17. of the Agreement is hereby amended by deleting such section
      in its entirety and substituting therefor the following:

      "SECTION 6.17. Consolidated Capital Expenditures. Permit Consolidated
      Capital expenditures (including, without limitation, obligations under
      Finance Leases) of Foilmark and its Subsidiaries to be greater than
      $700,000 in any fiscal year."

21.   Amendment to ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.18. Total
      Unsobordinated Liabilities to Consolidated Tangible Net Worth plus
      Consolidated Subordinated Debt.

      Section 6.18 of the Agreement is hereby amended by deleting it in its
      entirety and substituting therefor the following:

            "SECTION 6.18. Total Unsubordinated Liabilities to Consolidated
            Tangible Net Worth plus Consolidated Subordinated Debt. Permit the
            ratio of Consolidated Total Unsubordinated Liabilities to
            Consolidated Tangible Net Worth plus Consolidated Subordinated Debt
            to be greater than (1) 1.67 to 1.0 at any time from December 31,
            1996 through December 30, 1997 and (2) 1.50 to 1.0 at any time from
            December 31, 1997 and thereafter."

22.   Amendment to ARTICLE VII. EVENTS OF DEFAULT. SECTION 7.01. Events of
      Default (a).

      Section 7.01. (a) of the Agreement is hereby amended by deleting it in its
      entirety and substituting therefor the following:

            "(a) (i) failure to pay the principal of any Loan as and when due
            and payable, (ii) failure to make any payment into the Debt Service
            Account required hereunder pursuant to Section 2.02. (a) as and when
            due and payable, (iii) failure to make any reimbursement required
            hereunder as and when due and payable, or (iv) failure to pay any
            interest on any Loan or any Letter of Credit Fee or any other fees
            payable under this Agreement as and when due and payable if such
            failure shall continue unremedied for a period of five days (with
            respect to (iv) only);"

This FOURTH AMENDMENT AND WAIVER shall be construed and enforced in accordance
with the laws of the State of New York.

Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as defined in the Agreement.

Except as expressly amended or consented to hereby, the Agreement shall remain
in full force and effect in accordance with the original terms thereof and is
ratified and confirmed. Without limiting the foregoing, the Company hereby
acknowledges that it is and will continue to be bound by the restrictions
contained in Section 6.01. of the Agreement which prohibit the Company and its
Affiliates from granting any mortgage, pledge, assignment, security interest,
lien, charge or any other encumbrance of any nature whatsoever on any of its
assets now or hereafter owned other than to the extent permitted in Section
6.01. of the Agreement.

The agreements herein contained are limited specifically to the matters set
forth above and do not constitute directly or by implication an amendment or
waiver of any other provision of the Agreement or any default or Event of
Default which may occur or may have occurred under the Agreement.

The Company hereby represents and warrants that, after giving effect to this
FOURTH AMENDMENT AND WAIVER, no Event of Default or default exists under the
Agreement or any other related document.

Please be advised that should there be a need for further amendments or waivers
with respect to these covenants or any other covenants, those requests shall be
evaluated by the Bank when formally requested, in writing, by the Company.

This FOURTH AMENDMENT AND WAIVER may be executed in one or more counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute but one FOURTH AMENDMENT AND WAIVER. This FOURTH AMENDMENT AND
WAIVER shall become effective upon the satisfaction, as determined by the Bank
in its sole discretion, of each of the following conditions by no later than
March 31, 1997:

      (i)   when duly executed counterparts hereof which, when taken together,
            bear the signatures of each of the parties hereto shall have been
            delivered to the Bank;

      (ii)  upon the receipt by the Bank of the fully executed Amended and
            Restated Fourth Amendment and Waiver dated as of March 31, 1997 to
            the Term Loan Agreement dated as of June 28, 1995 by and between
            Foilmark Manufacturing Corporation and the Chase Manhattan Bank, as
            amended;

      (iii) upon receipt and satisfactory review by the Bank of amendments and
            waivers as to the matters set forth above, as applicable, to the
            Commercial Term Loan Agreement dated December 16, 1996 between Fleet
            National Bank and Foilmark, Inc.;

      (iv)  upon the receipt by the Bank of payment in full of all Obligations
            (as such term is defined in the Credit Agreement dated as of June
            28, 1995, as amended, by and between Foilmark, Inc., Foilmark
            Manufacturing Corporation, Kensol-Olsenmark, Inc., West Foils, Inc.,
            Imtran Foilmark, Inc., and The Chase Manhattan Bank and Fleet
            National Bank of Massachusetts, N.A. (the "Revolving Credit
            Agreement")) owing to the Bank by the Company and certain of its
            affiliates under the Revolving Credit Agreement including, without
            limitation, all principal amounts outstanding, all accrued and
            unpaid interest and any other amounts owing pursuant to Section
            2.08. (b), Section 2.08. (c) and Section 2.13. of the Revolving
            Credit Agreement and cancellation of the Bank's Revolving Credit
            Commitment;

      (v)   upon the execution of an intercreditor agreement by the Bank and
            Fleet National Bank, in form and substance satisfactory to the Bank
            in all respects, with regard to certain loans owing by the Company
            and/or certain of its affiliates to certain individuals which are
            currently subordinated by such individuals to (1) indebtedness owing
            to the Bank and Fleet National Bank under the Revolving Credit
            Agreement and (2) certain other indebtedness owing by the Company
            and its affiliates to the Bank;

      (vi)  upon the receipt by the Bank for its own account of an amendment fee
            in the amount of $500; and

      (vii) upon payment in full by the Borrower of the legal fees and expenses
            of the Bank's outside counsel in connection with the preparation of
            this Fourth Amendment and Waiver.

In the event that any of the foregoing conditions are not satisfied on or before
April 9, 1997, the amendments and waivers set forth above shall be null and void
and of no force or effect.

IN WITNESS WHEREOF, the Company and the Bank have caused the FOURTH AMENDMENT
AND WAIVER to be duly executed by their duly authorized officers, all as of the
day and year first above written.

                                              FOILMARK MANUFACTURING
                                               CORPORATION


                                              By: /s/ Philip Leibel
                                                  ---------------------------
                                              Name:  Philip Leibel
                                              Title: Vice President

                                              THE CHASE MANHATTAN BANK
                                              (formerly known as Chemical Bank)


                                              By: /s/ Christopher Zimmermann
                                                  ---------------------------
                                              Name:  Christopher Zimmermann
                                              Title: Vice President


<PAGE>


                                     CONSENT


The undersigned not parties to the Agreement but each a Corporate Guarantor
under a separate Corporate Guaranty dated as of June 28, 1995, hereby accept and
agree to the terms of the FOURTH AMENDMENT AND WAIVER contained herein and each
of the undersigned hereby acknowledges that it is and will continue to be bound
by the covenants contained in Article V and Article VI of the Agreement which
relate to it including, without limitation, the covenant contained in Section
6.01. of the Agreement which prohibits the Company and its Affiliates from
granting any mortgage, pledge, assignment, security interest, lien, charge or
other encumbrance of any nature whatsoever on any of its assets now or hereafter
owned other than to the extent permitted in Section 6.01. of the Agreement.


                                              FOILMARK, INC.


                                              By: /s/ Philip Leibel
                                                  ---------------------
                                              Name:  Philip Leibel
                                              Title: Vice President



                                              KENSOL-OLSENMARK, INC.


                                              By: /s/ Philip Leibel
                                                 -----------------------
                                              Name:  Philip Leibel
                                              Title: Treasurer



                                              WEST FOILS, INC.


                                              By: /s/ Philip Leibel
                                                  ---------------------
                                              Name:  Philip Leibel
                                              Title: Treasurer


<PAGE>


                                     CONSENT

The undersigned not a party to the Agreement but a Corporate Guarantor under a
separate Corporate Guaranty dated as of August 21, 1995, hereby accepts and
agrees to the terms of the FOURTH AMENDMENT AND WAIVER contained herein and the
undersigned hereby acknowledges that it is and will continue to be bound by the
covenants contained in Article V and Article VI of the Agreement which relate to
it including, without limitation, the covenant contained in Section 6.01. of the
Agreement which prohibits the Company and its Affiliates from granting any
mortgage, pledge, assignment, security interest, lien, charge or other
encumbrance of any nature whatsoever on any of its assets now or hereafter owned
other than to the extent permitted in Section 6.01. of the Agreement.




                                              IMTRAN FOILMARK, INC.



                                              By: /s/ Philip Leibel
                                                  ---------------------
                                              Name:  Philip Leibel
                                              Title: Treasurer