<PAGE>

                                    FOILMARK

                               HOT STAMPING FOILS

 5 MALCOLM HOYT DRIVE o NEWBURYPORT, MA 01950 o 978-462-7300 o fax 978-462-0831
                                www.foilmark.com

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT is between Imtran Foilmark, Inc., a Delaware
corporation with a principal place of business at 25 Hale Street, Newburyport,
Massachusetts 01950, (the "Company"), and DOUGLAS PARKER with a mailing address
of 32 Tower Hill Road, North Reading, MA 01864, (the "Employee").

      IT IS MUTUALLY AGREED by the parties hereto as follows:

      1. Employment. The Company hereby employs Employee upon the terms and
conditions set forth herein. The Employee hereby accepts this employment.

      2. Term. The term of this agreement is for a period ending April 1, 2005.
The term of this Employment Agreement may be extended for additional one-year
periods by mutual consent of the parties.

      3. Duties. The Employee shall serve in the capacity of Vice President,
Sales-Imtran Pad Print Products (the "Position"). As such, Employee will perform
such duties of a nature as are indicated in the job description in the attached
Exhibit A and such other duties consistent with his Position as may be
reasonably determined and assigned to him from time to time by the General
Manager-Imtran and the CEO/President of Foilmark, Inc. Employee may be assigned
duties on behalf of any Affiliate of the Company so long as such duties do not
substantially interfere with Employee's ability to carry out his primary
responsibilities in the Position, nor materially reduce Employee's stature
within the Company, which responsibilities and stature may be increased but
shall not be decreased during the term of this agreement. During the terms of
this Agreement, Employee agrees to devote his best efforts and full time and
capacity to further the interests of the Company, and shall not be engaged in
any other commercial activity or assume any other corporate affiliations that
would in any material respect interfere with his ability to devote his best
efforts and full time to the Company without the prior consent in writing to the
Board of Directors of the Company. It is understood that Employee and his family
are engaged in the business of custom embroidery, and that Employee may spend
personal or vacation time to that and related businesses so long as such does
not materially interfere with his responsibilities set forth above.

      4. Compensation.

      4.1 The Employee will be paid a base salary in the amount of $115,000 per
annum effective April 1, 1998. Such salary shall be reviewed no less frequently
than annually and shall be increased (but never decreased) consistent with
Company policy and practice.


   FOILMARK EAST, DISTRIBUTION AND INTERNATIONAL SALES, 120 FAIRCHILD AVENUE,
 PLAINVIEW, NY 11803 FOILMARK WEST, 2150-B ANCHOR COURT, NEWBURY PARK, CA 91320


<PAGE>

Such salary to be payable weekly in arrears, subject to such tax and other
normal deductions as are required by law. A commission of 1% on all sales of
Imtran pad print and screen print related products, along with new products
added to the line mutually agreed upon (the "Products") will be paid monthly,
promptly following months end.

      4.2 A bonus of $50,000 will be paid upon reaching $8,000,000 of annual
sales of Products. An additional bonus of $50,000 will be paid upon reaching
$10,000,000 of annualized sales of the same products. The bonus will be paid 1/2
in December of the year it is due and the balance after promptly upon completion
of the financial audit for such year but in any event not later than March 31 of
the following year.

      4.2(a) The Employee will be granted 25,000 Incentive Stock Options issued
at market as a signing incentive. Such options will vest in accordance with
Company policy and the approved Foilmark Employee Stock Option Plan.
Additionally, the Employee will be granted options conditional to the
Compensation Committee and Foilmark's compensation plan. Options are not
guaranteed to any Employee in any year, but should the senior management group
of employees of Foilmark similar to Employee in compensation or stature be
granted options in any year, Employee shall receive an option grant in line with
such other employee or employees based on Employee's contribution toward meeting
corporate goals.

      4.2(b) In the event that the Imtran pad print operations is sold for
$5,200,000 or more during the term of the agreement, the Employee will receive a
payment of $250,000 out of the proceeds.

      4.3 Reimbursable Expenses. Employee is authorized to incur reasonable
expenses for conducting and promoting the business of the Company in accordance
with normal policy of the Company in effect from time to time. The Company will
reimburse the Employee for all such expenses as well as other reasonable travel
and business expenses incurred on behalf of the Company upon the presentation by
the Employee, at least monthly, of an itemized account of such expenditures.

      4.4 Automobile Allowance. The Employee will receive a car allowance of
$700/month. In addition to this, the Employee will be entitled to charge or be
reimbursed for $1,200 per year for gasoline and maintenance expenses.

      5. Benefits. Employee shall be eligible for all fringe benefits provided
to the Company's and Foilmark Inc.'s executive employees in accordance with
normal policy of Company and Foilmark. These benefits presently include group
medical insurance coverage (partially contributory), holidays, life insurance,
long-term disability insurance (contributory), automobile allowance, travel
accident insurance, 401K and profit sharing plan. Employee shall be entitled to
five (5) weeks paid vacation each year during the term hereof.


                                        2
<PAGE>

      6. Location. Employee's base office will be in Newburyport, Massachusetts.
This location is subject to change at the discretion of the President of the
Company and with the consent of Employee.

      7. Termination.

            a. The Company may terminate the Employee's employment under this
Agreement: (i) upon Employee's death; (ii) at any time, for "Cause," which means
(A) Employee's willful refusal to substantially perform his obligations under
this Agreement or other acts or omissions constituting gross neglect or
dereliction of his duties hereunder, it being understood that the failure by
Employee or the Company to achieve any sales, profit, transactional, customer,
performance, organizational or other goals, budgets or objectives due to events
outside of Employee's control shall not constitute "Cause" hereunder, (B) fraud,
dishonesty or other acts or omissions constituting a crime involving moral
turpitude by Employee, or (C) Employee's violation in any material respect of
Paragraphs 11, 12, or 13; (iii) at any time, for any reason, upon three (3)
months written notice to Employee; or (iv) upon Employee's disability, subject
to the provisions of Paragraph 9.

            b. Employee may terminate Employee's employment under this
Agreement: (i) at any time, for any reason, upon three (3) months written notice
to the Company; (ii) at any time, for cause, upon written notice of failure or
refusal by the Company or any Affiliate to substantially perform its obligations
under this Agreement or the Guaranty, (iii) upon Employee's disability subject
to the provisions of Paragraph 9 or (iv) at any time within 12 months of (A) a
material change in the base office of Employee.

            c. In the event of termination of Employee's employment for Cause
under Paragraph 7(a)(ii) of this Agreement, all future financial obligations
cease as of the date of the termination.

            d. In the event of termination of Employee's employment under
Paragraph 7(a)(iii) 7(b)(ii) or 7(b)(iv) of this Agreement, the Company shall be
obligated to pay Employee or his estate, as the case may be, (i) all salary and
other compensation earned or accrued up to the date of termination, (ii)
severance equal to the amount of the previous six months salary and commission.
Severance will increase one month for every two years of service within the term
of this agreement. During such severance period Employee shall continue to
receive all benefits provided for hereunder, including without limitations those
under paragraphs 4.1, 4.2, 4.2(a), 4.2(b), 4.4 and 5 hereunder, shall remain
eligible for all contingent payments hereunder and shall continue to vest with
respect to benefits and compensation which may require vesting, including
without limitation with respect to options granted to Employee.


                                        3
<PAGE>

      8. Death. In the event of Employee's death during the term hereof,
Employee's legal representative shall be entitled to receive the salary and
other compensation due Employee through the last day of the calendar month in
which his death occurred, as well as any additional compensation or payments,
including contingent payments, provided for in this Agreement.

      9. Disability. The Company or Employee shall have the right to terminate
Employee's employment under this Agreement, if during the term hereof Employee
shall be ill or so disabled as substantially to impair Employee's ability to
devote the major portion of Employee's working days to the performance of his
duties for a period of four (4) successive months or eight (8) months in any
period of twenty-four consecutive months during the term hereof. The right to
terminate Employee's employment under this Agreement, if because of disability,
to be effective, must be exercised while Employee's disability continues. The
Company shall be obligated to pay to Employee any compensation and benefits
provided for herein less any insurance benefits during such disability.

      10. Affiliates. The Affiliates of the Company include Foilmark, Inc.;
Olsenmark, Inc.; Kensolmark, Inc.; Foilmark Manufacturing Corp.; Imtran
Foilmark, Inc.; and all future subsidiaries, parents, and successors thereto.

      11. Disclosure of Information.

            a. Proprietary Information shall be defined as all information
utilized by the Company, and its. Affiliates in their business. Proprietary
Information shall not include information which (i) is now or hereafter in the
public domain, (ii) was known to Employee, other than as a result of his
ownership or employment by the Company, prior to the date hereof, or (iii) is
disclosed to Employee by a third party not bound by any duty of confidentiality
to the Company. Proprietary Information shall specifically (but not exclusively)
include the following: the identification of all customers, suppliers, products,
or employees; all contracts; all financial affairs; all business records or
reports; all inventions, trade secrets, processes, or methods of design,
distribution, procurement or manufacturer. Proprietary Materials shall mean all
documents, papers, or other materials containing Proprietary Information.

            b. Employee agrees that any Proprietary Information which Employee
obtains, develops, or otherwise acquires in the course of the performance of
Employee's duties hereunder shall be deemed to be confidential in character.
Employee will not use any Proprietary Information or disclose it to any other
party at any time, except in the ordinary course of Employee's duties with the
Company or with the written consent of the Board of Directors of the Company or
as may be required under any state or federal law, rule or regulation or by a
court of competent jurisdiction. This restriction shall apply during the period
of employment by the Company or thereafter, provided that nothing in this
paragraph shall prevent or hinder the Employee in pursuing business ventures
contemplated hereby, including those permitted by paragraph 13(e) hereof.


                                        4
<PAGE>

            c. All Propriety Materials shall be the exclusive property of the
Company and its Affiliates. Upon termination of this Agreement for any reason
whatsoever, Employee agrees to not take any Proprietary Materials with him, and
to turn over to the Company all proprietary materials in Employee's possession
and control.

            d. This paragraph shall be binding upon Employee's heirs,
successors, and legal representatives.

            e. The Employee understands that Foilmark, Inc., the sole
Shareholder of the Company, is a publicly traded company and is subject to
federal securities laws which prohibit any person who has material, non-public
information about a company from purchasing or selling securities of such
company. The Employee agrees to not trade on such material non-public
information and agrees to make every effort to avoid any use, for himself or for
outsiders of material non-public information or other confidential information
of the Company or its Shareholder, Foilmark, Inc. Further, the Employee agrees
to not discuss internal Company or Foilmark matters or developments with anyone
outside the Company or Foilmark, except as required in the performance of the
Employee's duties hereunder. By signing this Agreement, the Employee agrees to
comply with the provisions of this paragraph.

      12. Inventions.

            a. Any and all inventions, products, improvements, processes,
manufacturing methods or techniques, formulas, designs or styles (collectively
hereinafter referred to as "inventions"), made, developed or created by Employee
(alone or in conjunction with others, during regular hours of work or otherwise)
during the term of his employment by the Company which may be directly or
indirectly useful in, or relate to, any business of the Company or its
Affiliates in which the Employee is involved or tests being carried on by them,
shall be the Company's exclusive property and at all times shall be made
available to the Board of Directors of the Company or such persons as may be so
designated by the Board of Directors.

            b. Employee will, upon the Company's request, execute any documents
reasonably necessary or advisable in the opinion of the Company's counsel to
direct issuance of patents to the Company or its Affiliates with respect to such
inventions as are to be the Company's exclusive property under this section or
to vest in the Company or its Affiliates title to such inventions, the expense
of securing any patents, however, to be borne by the Company.

            c. Employee will keep confidential and will hold for the Company's
and its Affiliates' sole benefit any invention which is to be theirs exclusively
under this section for which no patent is issued.

            d. This nondisclosure provision contained in Paragraph 11 of this
Agreement shall specifically apply to said Inventions.


                                        5
<PAGE>

      13. Non-Competition. Employee recognizes that the services to be rendered
by Employee pursuant to the terms of this Agreement are special, unique and of
an extraordinary character. Employee therefore agrees that during the term of
his employment pursuant to this Agreement or, if Employee's employment under
this Agreement is terminated for Cause by the Company, then also for a period of
one year following the date of termination, Employee agrees that he will not,
directly or indirectly, alone or as a member of a partnership or as an officer,
director, stockholder, agent or employee of any other corporation:

            a. Intentionally do any act which is likely or intended to impair
the business or goodwill of the Company or its Affiliates.

            b. Intentionally do any act or thing which is likely or intended to
deprive the Company or its Affiliates of the goodwill of suppliers, customers,
employees and others having business relations.

            c. Solicit the employment of or otherwise induce any person who is
currently employed by the Company or its Affiliates to leave the Company.

            d. Engage in competition with the business conducted by Foilmark,
Inc. (the "Business"), with the exception of pad print and screen print
machinery, supplies, and related services.

            e. The Company acknowledges Employee's expertise in the business of
machinery and supplies for the pad print machinery and supplies industry.
Nothing contained in this Agreement shall preclude Employee from using his
expertise in this area, or making use of any information known to him as of the
date hereof, upon termination of this Agreement. It is understood that Employee
may engage in business which is competitive with that of the Company and the
affiliates other than Foilmark Business, and such engagement and such use of
information shall not constitute a violation of subparagraph a, b, or c. Hereof
so long as Employee does not actively denigrate the Company or Affiliates or
actively solicit or induce the employees thereof.

            f. Employee understands and agrees that the covenants made by
Employee in Paragraphs 11 through 13 of this Agreement are being made in view of
the unique and essential nature of the services Employee is to perform hereunder
and the irreparable injury that would befall Foilmark, Inc. should Employee
compete with or serve a competitor of Foilmark Business.

      14. No Prior Restrictions on Employment. Employee warrants that he is not
subject to any restrictive covenants or non-disclosure agreements with any
former employers or other third parties that will in any way interfere with his
performance under this Agreement, and agrees to indemnify the Company and its
Affiliates from any such claims.


                                        6
<PAGE>

      15. Guaranty Agreement. The payment and performance of the Company's
obligations hereunder have been guaranteed by the Affiliates pursuant to the
terms of a Guaranty Agreement, dated of the date herewith, by and among
Employee, Affiliates and the Company.

      16. Effect of Waiver. The waiver of either party or a breach of any
provisions of this Agreement shall not operate or be construed as a waiver of
any subsequent breach thereof.

      17. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the Arbitrator(s) may be
entered in any Court having jurisdiction thereof.

      18. Binding/Assignment. This Agreement shall be binding upon Employee, his
heirs, executors, administrators and legal representatives. The rights and
benefits of the Company under this Agreement shall be transferable, and all
covenants and agreements hereunder shall inure to the benefit of and be
enforceable by or against its successors and assigns. However, such transfer
shall not relieve the Company of any liability under the terms of the Agreement.

      19. Notice. Any notice required or permitted to be given under this
Agreement shall be given in writing and sent by certified or registered mail or
delivered in person; in the case of the Company, at Foilmark, Inc.'s offices in
Newburyport, Massachusetts, and in the case of Employee, to Employee's residence
as indicated in the Company records, or to such other address as the parties
hereto may hereafter designate in writing.

      20. Entire Agreement. This Agreement contains the entire agreement between
the parties respecting the employment of the Employee by the Company and
supersedes any and all prior employment agreements existing between Employee and
the Company, whether oral or written, and shall govern all subsequent
relationships between them. This Agreement may be changed only by an agreement
in writing signed by the party against whom enforcement of any change is sought.

      21. Governing Law. This Agreement shall be governed by the Laws of the
Commonwealth of Massachusetts. In the event any provision of this Agreement is
invalid, illegal or unenforceable for any reason, such provision shall be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting or impairing the remainder of such provision or any other
provision of this Agreement.


                                        7
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and first above mentioned.

Accepted and agreed to this                 IMTRAN FOILMARK, INC.

26 day of March, 1998


                                             By: /s/ Frank J. Olin Jr.
                                                 -------------------------------
/s/ Douglas Parker                           Its CEO/President
-------------------------------                  -------------------------------
Douglas Parker


                                        8