AMENDMENT NO. 1 OF LEASE

         This Amendment No. 1 of Lease executed as of the 24th day of April,
1997 by and between C.L.C. North Attleboro Trust u/d/t dated October 1, 1981 (as
amended of record from time to time), recorded with Bristol County (North
District) Registry of Deeds in Book 2230, Page 213 (the "Landlord") and L.G.
Balfour Company, Inc., a Delaware corporation (the "Tenant").

         Reference is made to the following:

         A.     The certain Indenture of Lease, dated as of March 14, 1994,
between Landlord and Tenant, pertaining to certain premises (referred to therein
as the "Premises", and hereinafter as the "Original Premises"), more
particularly described therein and now commonly known as and numbered 15 John L.
Dietsch Boulevard, in North Attleboro, Bristol County, Massachusetts. That
instrument, as heretofore amended (if at all), is hereinafter referred to as the
"Lease".

         B.     Landlord and Tenant have agreed to amend the Lease to reduce the
premises covered thereby and shorten the term thereof, upon all of the terms and
provisions hereinafter set forth.

         NOW, THEREFORE, in consideration of the agreements herein contained,
and for ONE DOLLAR ($1.00) and other good and valuable consideration by each of
the parties hereto to the other of them in hand this day paid, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:

         1.     Lease Term. The term of the Lease shall run through and expire
at 11:59 P.M. on July 31, 1999, unless sooner terminated as provided therein or
hereinbelow, with the same force and effect as though said expiration date
originally had been specified in the Lease as the end of the term thereof.

         2.     Premises. Annexed hereto and made a part hereof is a copy of the
Exhibit A Site Plan originally annexed to and made part of the Lease; and a new
copy of that plan, labeled (and hereinafter referred to) as "Exhibit A-1". As of
May 17, 1997 (referred to hereinafter as the "Delivery Date"), the Lease shall
relate to and cover only the portion of the Original Premises which are
comprised of the premises located on the area identified on Exhibit A-1 as the
"Balfour Parcel" (together with an appurtenant right of access and egress
between the Balfour Parcel and John Dietsch Blvd.). Accordingly, and without
limitation, effective from and after the Delivery Date, the Tenant shall have no
right, title or interest in and to the balance of the Original Premises (shown
on Exhibit A-1, and referred to hereinafter, as the "Adjacent Parcel"), and the
Tenant shall vacate and deliver up possession of the Adjacent Parcel including,
without limitation, the Building located thereon, in the condition required as
if 12:01 A.M. on the Delivery Date were the end of the term of the Lease with
respect to the Adjacent Parcel, on or before the Delivery

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Date. Further, from and after the Delivery Date: all references in the Lease to
the "Lot" shall be references to the parcel(s) comprising the area shown on
Exhibit A-1 as the Balfour Parcel; all such references to a Building or the
Buildings, as the case may be, shall be references to the Building located on
the Balfour Parcel; all such references to the "improvements" thereon shall be
references to those contained on the Balfour Parcel; and all such references to
the "Premises" shall be references to the Balfour Parcel together with the
Building and improvements thereon. Likewise, from and after the Delivery Date,
whenever reference is made to the Site Plan or to Exhibit A in the Lease, such
reference shall be construed to be reference to Exhibit A-1 hereto.

         3.     Provisions Applicable to the Balance of the Term. The period
from and after the date (the "Effective Date") which is fourteen (14) days
following (i) the Delivery Date or (ii) if later, the date on which Tenant
actually vacates and delivers possession of the Adjacent Parcel to Landlord as
aforesaid, through the end of the term of the Lease, is hereinafter referred to
as the "Balance of the Term". Landlord and Tenant agree to memorialize said
Effective Date in writing promptly when the same has been determined. The
following provisions shall be applicable to the Balance of the Term:

                A.     Fixed Rate. Throughout the Balance of the Term, Fixed
                       Rent to be paid by Tenant to Landlord shall be at the
                       rate of $201,666.67 per annum, payable at the rate of
                       $16,805.55 per calendar month (and proportionately at
                       such rate for any partial month); all as the Fixed Rent
                       payable for and with respect to the Balance of the Term.

                B.     Other charges and Matters. All other charges, costs and
                       expenses with respect to the Original Premises accruing
                       up to the Effective Date shall continue to be the
                       responsibility and liability of Tenant as set forth in
                       the Lease. Without limitation, Tenant shall be and remain
                       liable for the prompt and complete payment when due of
                       all charges for utilities and services, real estate taxes
                       and any other maintenance obligations with respect to the
                       Original Premises, subject to and in accordance with all
                       applicable provisions of the Lease, and for all of
                       Tenant's indemnity, insurance and other monetary and
                       non-monetary obligations under the provisions of the
                       Lease, accruing up to the Effective Date. From and after
                       the Effective Date, all of Tenant's said monetary and
                       non-monetary obligations shall continue in full force and
                       effect with respect to the Balfour Premises (and only
                       with respect thereto).

                       In the event that there are any real estate taxes or
                       other Impositions (or any maintenance or other costs and
                       expenses) which are assessed against or applicable to the
                       Original Premises or any

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                       larger parcel of land (with or without improvements)
                       which includes the Balfour Parcel (any such larger parcel
                       being referred to for the purposes of this provision as
                       the "Larger Parcel"), then Tenant shall be responsible
                       for its share of such real estate taxes, Impositions and
                       any other charges, as the case may be, in a fair and
                       equitable portion determined reasonably and in good faith
                       by Landlord; and, in the absence of such a determination
                       by Landlord for good cause to apportion any such charged
                       differently, the same shall be apportioned based upon the
                       square footage of ground floor area contained within the
                       Building as a percentage of the total square footage of
                       ground floor area contained within all buildings intended
                       for occupancy and located upon the Larger Parcel. In
                       particular, as the Building located on the Balfour
                       Parcel, unless otherwise determined for good cause by
                       Landlord as aforesaid, all real estate taxes and
                       Impositions assessed against the Larger Parcel which is
                       comprised of the Original Premises and/or the Buildings
                       and improvements thereon, shall be apportioned such that
                       Tenant's share thereof shall be equal to one-third (1/3)
                       thereof.

                C.     Landlord's Option to Terminate. Landlord shall have the
                       right and option to terminate the Lease earlier than
                       hereinabove set forth, upon notice of Landlord's election
                       so to do given to Tenant hereafter any time and setting
                       forth an earlier termination date during the Balance of
                       the Term which is not less than sixty (60) days from the
                       date of Landlord's said notice to Tenant, but effective
                       in no event earlier than May 31, 1998. Said notice from
                       Landlord electing to exercise said option to terminate,
                       if given, shall be addressed to Tenant c/o Town & Country
                       Corporation at 25 Union Street, Chelsea, Massachusetts
                       02150 (Attention: Mr. Robert Hannon), or to such other
                       address as may from time to time hereafter be designated
                       by Tenant as its notice address, provided the same is
                       theretofore received by Landlord at its notice address
                       under the Lease, and shall be given in writing by
                       registered or certified mail, postage prepaid, or by
                       recognized overnight express service (such as Federal
                       Express, Express Mail, or the like). As set forth in the
                       Lease any such notice from Landlord's attorney acting or
                       purporting to act on behalf of Landlord shall be deemed
                       to be notice from Landlord for the purposes hereof
                       provided that such attorney is them employed at Goulston
                       & Storrs, P.C., in Boston, Massachusetts, or otherwise is
                       an attorney authorized to act on behalf of Landlord.

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                       If Landlord gives such a notice to Tenant, the term of
                       the Lease shall end on the date designated in Landlord's
                       said notice in accordance with the foregoing, with the
                       same force and effect as though that date originally had
                       been specified in the Lease, as amended hereby, as the
                       expiration date of the term thereof. If either party so
                       requests, each party agrees promptly to join in the
                       execution and delivery of a recordable instrument
                       memorializing any such earlier termination date.

         4.            Landlord hereby confirms and agrees that any new lease or
                       other occupancy agreement it executes with a third party
                       covering the Adjacent Parcel will contain a provision
                       expressly reserving the continuing right of access and
                       egress between the Balfour Parcel and John Dietsch
                       Boulevard and an agreement from the tenant or occupant of
                       the Adjacent Parcel not materially to disturb the
                       Tenant's rights under the Lease, as amended hereby,
                       during the Balance of the Term.

         5.            This instrument and the effectiveness of all of the
                       provisions hereof are conditioned upon the satisfaction
                       by Tenant (or written waiver by Landlord) of the
                       following conditions precedent: (i) the vacating by
                       Tenant and delivery to Landlord of possession of the
                       Adjacent Premises in accordance with the applicable
                       provisions of the Lease and this instrument, on or before
                       the Delivery Date (or, if despite reasonable efforts, the
                       same is delayed, then in any event on or before May 27,
                       1997); and (ii) the execution and delivery by Landlord
                       and a replacement tenant of a new lease covering the
                       Adjacent Premises contemporaneously with the execution
                       and delivery hereof (and, in any event, on or before the
                       Delivery Date); failing which this instrument shall be
                       void as if it never had been executed or delivered.
                       Landlord agrees, upon request of Tenant, to confirm the
                       satisfaction (or waiver) of said conditions and the
                       effectiveness hereof, or that this instrument is void,
                       promptly when determined.

         6.            Tenant does hereby warrant and represent to Landlord that
                       it is the lawful and sole owner of the Tenant's interest
                       in and to the Lease and that Tenant has full right, power
                       and authority to execute this instrument and effect a
                       valid and binding amendment of the Lease as set forth
                       herein; and the signatory below on behalf of Tenant does
                       hereby warrant and represent to Landlord that said
                       signatory has been duly and validly authorized to execute
                       this instrument on behalf of Tenant.

         7.            Reference is made to the Sublease dated December 16,
                       1996, between Tenant and Commemorative Brands, Inc.
                       (f/k/a Scholastic Brands, Inc.), as Subtenant and to the
                       Consent and Estoppel Certificate dated as of December 16,
                       1996, by and among Landlord, Tenant and said subtenant,
                       relating to said Sublease; and to that certain Lessor's
                       Waiver dated as of December 19, 1996, between Landlord,
                       Tenant and the Secured party referred to therein. Tenant
                       shall give such notice and take such other steps, if any,
                       as may be necessary or appropriate in accordance with the
                       requirements of its documentation with said Subtenant
                       and/or Secured Party, in order to perform its obligations
                       under this instrument.

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         8.            Landlord and Tenant each agrees that it will indemnify
                       and hold the other harmless from any and all claims for
                       brokerage (and including any attorneys' fees and
                       disbursements incurred in connection with the defense of
                       any such claim) from any broker or finder with respect to
                       the transaction memorialized hereby (or the
                       contemporaneous re-leasing of the Adjacent Parcel) and
                       predicated upon dealings with either of them,
                       respectively. In any event, however, if there should be
                       any brokerage fee payable to Lynch, Murphy, Walsh &
                       Partners with respect to the transaction memorialized
                       hereby (or the contemporaneous re-leasing of the Adjacent
                       Parcel), Tenant shall not be responsible therefore and
                       Landlord's foregoing indemnity will cover the same.


         WITNESS the execution hereof, under seal, in any number of counterpart
copies each of which shall be an original for all purposes, as of the date first
set forth hereinabove.

                                    LANDLORD

                                    C.L.C. North Attleboro Trust

                                    /s/ Julian Cohen
                                    --------------------------------------

                                    /s/ Sandra K. Cummings
                                    --------------------------------------

                                    Trustees of C.L.C. North Attleboro Trust,
                                    for themselves and their co-Trustee, but in
                                    their fiduciary capacity only, and without
                                    personal liability

                                    TENANT

                                    L.G. Balfour Company, Inc.


                                    By:   /s/ Veronica Zsolcsak
                                          ______________________
                                          Its:  Treasurer
                                          Hereunto duly authorized


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                          COMMONWEALTH OF MASSACHUSETTS


Middlesex, SS:                                                   May 2, 1997
----------

         Then personally appeared the above-named Julian Cohen and Sandra K.
Cummings, as Trustees of C.L.C. North Attleboro Trust, and acknowledged the
foregoing instrument to be their free act and deed in said capacity, before me,


                                    /s/ Michael A. Hammer
                                    ____________________________________
                                    Michael A. Hammer, Notary Public
                                    My Commission Expires: June 15, 2001
                                               

                          COMMONWEALTH OF MASSACHUSETTS


Suffolk, SS:                                                     April 24, 1997

         Then personally appeared the above-named Veronica Zsolcsak, Treasurer
of L.G. Balfour Company, Inc., and acknowledged the foregoing instrument to be
his free act and deed in said capacity and the free act and deed of L.G.
Balfour Company, Inc., before me,


                                     /s/ Gail F. Prisby
                                     ____________________________________
                                     Gail F. Prisby, Notary Public
                                     My Commission Expires: Sept. 18, 2003


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                           L.G. BALFOUR COMPANY LEASE

                                   EXHIBIT A-1

[Site Plan of Land in North Attleborough, Massachusetts showing Balfour Parcel
and Adjacent Parcel.]