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                                                                   Exhibit 10.32

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"), PNC BANK,
NATIONAL ASSOCIATION and COMERICA BANK (each individually a "Lender" and
collectively the "Lenders") and PNC BANK, NATIONAL ASSOCIATION, as agent for the
Lenders (the "Agent"), hereby agree as follows effective as of March 31, 2000
("Effective Date"):

1.       RECITALS.

         1.1      On June 22, 1998, the Company, the Lenders and the Agent
                  entered into a Third Amended and Restated Credit,
                  Reimbursement and Security Agreement, which amended and fully
                  restated a Credit, Reimbursement and Security Agreement dated
                  as of July 15, 1994 (as amended by the Amendment, Consent and
                  Waiver Agreement made effective as of April 20, 1999, by the
                  Second Amendment to Credit Agreement dated as of May 1, 1999,
                  by the Third Amendment to Credit Agreement dated as of August
                  13, 1999 and by the Fourth Amendment to Credit Agreement dated
                  as of November 17, 1999, the "Credit Agreement"). Capitalized
                  terms used herein and not otherwise defined herein will have
                  the meanings given such terms in the Credit Agreement.

         1.2      The Company has requested that the Lenders amend certain
                  provisions of the Credit Agreement with respect to capital
                  expenditures, and the Lenders are willing to do so subject to
                  and in accordance with the terms of this Fifth Amendment to
                  Credit Agreement (this "Agreement").

2.       AMENDMENT. Section 10.15 of the Credit Agreement is hereby deleted in
         its entirety and replaced with the following:

         "10.15   CAPITAL EXPENDITURES. Make capital expenditures, including the
                  capitalized value of any leases, which, when calculated in
                  accordance with GAAP and added to all other capital
                  expenditures of the Company, would exceed $2,600,000 during
                  the Fiscal Year ending March 31, 2000 or $1,750,000 during any
                  Fiscal Year thereafter. The following items will be excluded
                  from the calculation of capital expenditures for the Fiscal
                  Year ending March 31, 2000: (i) the lease with PNC Bank,
                  National Association (or an Affiliate thereof) dated March
                  1999 in the approximate amount of $220,000; (ii) the
                  acquisition of the "EB unit" for approximately $280,000; (iii)
                  the acquisition of the oxidizer for approximately $584,000 and
                  (iv) the capital lease in the approximate amount of $4,500,000
                  in connection with the sale-leaseback of the Company's
                  Scottsburg, Indiana facility. Unexpended amounts from the
                  prior Fiscal Year may not be carried forward to the next
                  Fiscal Year."

3.       CONSENT. Comerica Bank hereby consents to the renewal of the 1997
         Scottsburg Letter of Credit pursuant to the terms thereof.


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4.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. To induce the
         Lenders and the Agent to enter into this Agreement, the Company
         represents, warrants and covenants as follows:

         4.1      The representations and warranties of the Company contained in
                  Section 8 of the Credit Agreement are deemed to have been made
                  again on and as of the date of execution of this Agreement and
                  are true and correct as of the date of execution of this
                  Agreement.

         4.2      No Event of Default (as such term is defined in Section 11 of
                  the Credit Agreement) or event or condition which with the
                  lapse of time or giving of notice or both would constitute an
                  Event of Default exists on the date hereof.

         4.3      The person executing this Agreement is a duly elected and
                  acting officer of the Company and is duly authorized by the
                  Board of Directors of the Company to execute and deliver this
                  Agreement on behalf of the Company.

5.       CLAIMS AND RELEASE OF CLAIMS BY THE COMPANY. The Company represents and
         warrants that the Company does not have any claims, counterclaims,
         setoffs, actions or causes of actions, damages or liabilities of any
         kind or nature whatsoever whether at law or in equity, in contract or
         in tort, whether now accrued or hereafter maturing (collectively,
         "Claims") against the Lenders or the Agent, their respective direct or
         indirect parent corporations or any direct or indirect affiliates of
         such parent corporation, or any of the foregoing's respective
         directors, officers, employees, agents, attorneys and legal
         representatives, or the successors or assigns of any of them
         (collectively, "Lender Parties"), that directly or indirectly arise out
         of, are based upon or are in any manner connected with any Prior
         Related Event. As an inducement to the Lenders and the Agent to enter
         into this Agreement, the Company on behalf of itself, and all of its
         successors and assigns hereby knowingly and voluntarily releases and
         discharges all Lender Parties from any and all Claims, whether known or
         unknown, that directly or indirectly arise out of, are based upon or
         are in any manner connected with any Prior Related Event. As used
         herein, the term "Prior Related Event" means any transaction, event,
         circumstance, action, failure to act, occurrence of any sort or type,
         whether known or unknown, which occurred, existed, was taken, permitted
         or begun at any time prior to the Effective Date or occurred, existed,
         was taken, was permitted or begun in accordance with, pursuant to or by
         virtue of any of the terms of the Credit Agreement or any documents
         executed in connection with the Credit Agreement or which was related
         to or connected in any manner, directly or indirectly, to any of the
         Notes or Letters of Credit.

6.       CONDITIONS. The Lenders' and Agent's obligations pursuant to this
         Agreement are subject to the following conditions:

         6.1      The representations and warranties of the Company in Section
                  4, above, shall be true.

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         6.2      The Company shall pay all expenses and attorneys fees
                  reasonably incurred by the Lenders in connection with the
                  preparation, execution and delivery of this Agreement and the
                  related documents.

7.       GENERAL.

         7.1      Except as expressly modified herein, the Credit Agreement is
                  and remains in full force and effect.

         7.2      Nothing contained herein will be construed as waiving any
                  Default or Event of Default under the Credit Agreement or will
                  affect or impair any right, power or remedy of the Lenders or
                  the Agent under or with respect to the Credit Agreement or any
                  agreement or instrument guaranteeing, securing or otherwise
                  relating to the Credit Agreement.

         7.3      This Agreement will be binding upon and inure to the benefit
                  of the Company, the Lenders and the Agent and their respective
                  successors and assigns.

         7.4      All representations, warranties and covenants made by the
                  Company herein will survive the execution and delivery of this
                  Agreement.

         7.5      This Agreement may be executed in one or more counterparts,
                  each of which will be deemed an original and all of which
                  together will constitute one and the same instrument.

         7.6      This Agreement will in all respects be governed and construed
                  in accordance with the laws of the State of Ohio.

         Executed as of the Effective Date.

                                     MULTI-COLOR CORPORATION,
                                       as Company


                                     By:      /s/ Dawn H. Bertsche
                                        ----------------------------------------
                                     Print Name:  Dawn H. Bertsche
                                                --------------------------------
                                     Title:    Vice President and CFO
                                           -------------------------------------


                                     PNC BANK, NATIONAL ASSOCIATION,
                                       on its own behalf as Lender and as Agent


                                     By:       /s/ Warren F. Weber
                                        ----------------------------------------
                                     Print Name:   Warren F. Weber
                                                --------------------------------
                                     Title:     Vice President
                                           -------------------------------------



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                                     COMERICA BANK,
                                       as Lender


                                     By:        /s/ Harold Dalton
                                        ----------------------------------------
                                     Print Name:    Harold Dalton
                                                --------------------------------
                                     Title:     Vice President
                                           -------------------------------------


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