AMENDED AND RESTATED FOURTH AMENDMENT
                                        AND WAIVER (the "Fourth Amendment and
                                        Waiver"), dated as of March 31, 1997 to
                                        the Term 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 among Foilmark Manufacturing
                                        Corporation, (the "Borrower") and The
                                        Chase Manhattan Bank (the "Bank").


WHEREAS, each of the parties hereto is a party to the Fourth Amendment and
Waiver dated as of March 27, 1997 (the "Prior Fourth Amendment") to the
Agreement pursuant to which the Bank agreed, subject to the terms and conditions
of the Prior Fourth Amendment, to waive and amend certain provisions of the
Agreement to the extent set forth therein;

WHEREAS, the parties hereto wish to amend and restate in its entirety the Prior
Fourth Amendment;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree to amend and restate the Prior Fourth
Amendment in its entirety as follows:

1.       Waiver of ARTICLE V. AFFIRMATIVE COVENANTS. SECTION 5.03. Financial
         Statements, 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.

2.       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.

3.       Waiver of ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.02.


<PAGE>

         Indebtedness.

         Compliance with Section 6.02. of the Agreement is hereby waived to
         permit Foilmark, Inc. to have incurred 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.

4.       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.

5.       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 Borrower 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.

6.       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 $12,7000,000 as of such fiscal year end.

7.       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 Ration to be less than 1.25 to 1.0 as of such fiscal
         year end provided, however, the Consolidated Debt Service Coverage
         Ratio was not less than 0.65 to 1.0 as of such fiscal year end.

8.       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
         $6000,000 during such fiscal year provided, however, the Consolidated
         Capital Expenditures of Foilmark and its Subsidiaries during such
         fiscal year were not in Excess of $2,330,000.


<PAGE>

9.       Waiver of ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.18. Consolidated
         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 1.67 to 1.0 as of such fiscal year end.

10.      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
         Borrower 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 Borrower 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 decisions
         or orders of the court in which such Proceedings are held and (2)
         provide a detailed update of the Proceedings from counsel to the
         Borrower and its affiliates addressed to the Bank, on the 15th day of
         each month commencing April 15, 1997.

11.      Amendment to ARTICLE V. AFFIRMATIVE COVENANTS.

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

         "SECTION 5.13. Proceedings. Cause the counsel to the Borrower 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."

12.      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."

13.      Amendment to ARTICLE VI. NEGATIVE COVENANTS SECTION 6.02.

<PAGE>

         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

         (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."

14.      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 of such guarantys."

15.      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".

16.      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."

17.      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 0.65 to 1.0 at any
         time from December 31, 1996 through March 30, 1997; 0.90 to 1.0 at any
         time from March 31, 1997 to September 29, 1997; 0.95 to 1.0 at any time
         from September 30, 1997 to December 30, 1997 and 1.25 to 1.0 at any
         time from December 31, 1997 and thereafter."

18.      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."

19.      Amendment to ARTICLE VI. NEGATIVE COVENANTS. SECTION 6.18. Consolidated
         Total Unsubordinated 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. Consolidated 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."

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 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 


<PAGE>

Borrower 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
Borrower 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.

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 Borrower hereby represents and warrants that, after giving effect to this
FOURTH AMENDMENT AND WAIVER, no Event of 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 Borrower.

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 (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 and (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 Letter of Credit, Reimbursement and Loan Agreement dated
as of June 28, 1995, as amended, by and between Foilmark Manufacturing
Corporation and The Chase Manhattan Bank and such Amended and Restated Fourth
Amendment and Waiver shall have become effective. In the event that either 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
and effect.

IN WITNESS WHEREOF, the Borrower and the Bank have caused this 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

                                        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 Borrower 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