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                                                                  Exhibit 4.2(b)

                             WAIVER AND AMENDMENT

                                August 21, 1997
                                      
David L. Erdmann
Chairman of the Board
Outlook Group Corp.
1180 American Drive
Neenah, WI 54956

      Reference is hereby made to that certain Amended and Restated Note
Purchase Agreement, dated as of November 5, 1996, as amended prior to the date
hereof (as so amended, the "Note Purchase Agreement") between Outlook Group
Corp. (the "Company") and the undersigned State of Wisconsin Investment Board
(the "Lender").  All capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms by the Note Purchase Agreement.

      The Company has requested that the Lender waive certain defaults under the
Note Purchase Agreement, which existed prior to the date of this Waiver and to
amend the Note Purchase Agreement.  The Lender has agreed to do so on the
condition that the Company comply with the terms and conditions set forth
herein.

1.    WAIVER.  The Lender and the Company hereby agree as follows:

      The Company has provided the Lender with financial information which
      reflects that the following Events of Default have occurred under the
      Note Purchase Agreement: (a) the Fixed Charge Coverage Ratio for the
      three consecutive fiscal quarter period ended May 31, 1997 and was 1.16
      to 1.0, which was less than the minimum Fixed Charge Coverage Ratio
      required under Section 6.8(c) of the Note Purchase Agreement of 1.20 to
      1.0; and (b) the Adjusted Tangible Net Worth as of May 31, 1997 was
      $32,833,000.00, which was less than the Adjusted Tangible Net Worth
      required under Section 6.8(a) of the Note Purchase Agreement of
      $34,000,000.00.

      Subject to the conditions set forth in Paragraph 4 below, the Lender
      hereby waives the foregoing Events of Default with the understanding that
      the waivers are only applicable and shall only be effective in the
      specific instance and for the specific purpose for which given and for
      the specific period made.  The waivers are expressly limited to the facts
      and circumstances referred to herein and shall not operate 


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                                                                 Exhibit 4.2 (b)

      (a) as a waiver of or consent to non-compliance with any other sections 
      of the Note Purchase Agreement, (b) as a waiver of, or a restriction on
      or prejudice with respect to, any right, power, or remedy of the Lender
      under the Note Purchase Agreement, or (c) as a waiver of or consent to
      any other Event of Default or Event under the Note Purchase Agreement.

2.    AMENDMENT.  The Note Purchase Agreement is hereby amended as follows:

      a.    The definition of "Adjusted Tangible Assets" appearing in
            Section 2.1 of the Note Purchase Agreement is hereby amended and
            restated to read in its entirety as follows:

            "Adjusted Tangible Assets" means all of the Company's and its
            Subsidiaries consolidated assets except; (a) goodwill; (b) assets
            of the Company or any Subsidiary constituting Intercompany
            Accounts; (c) fixed assets to the extent of any write-up in the
            book value thereof resulting from a revaluation effective after the
            Closing Date; and (d) promissory notes payable to the Company or
            and Subsidiary constituting either (i) promissory notes taken by
            the Company or a Subsidiary in payment of an account receivable
            owing to that person, or (ii) that certain promissory note dated
            May 12, 1997 made by Barrier Films Corporation in favor of the
            Company in the face principal amount of $2,300,000.00.

      b.    The definition of "Fixed Charges" appearing in Section 2.1 of
            the Note Purchase Agreement is hereby amended and restated to read
            in its entirety as follows:

            "Fixed Charges" means as to the Company and its Subsidiaries on a   
            consolidated basis, for any fiscal period, the sum of (i) interest
            expenses paid or payable in cash; (ii) scheduled installments of
            principal paid or payable with respect to Debt for borrowed money
            and Capital Leases; (iii) that portion of Capital Expenditures not
            financed by borrowing from third parties; (iv) income taxes paid or
            payable in cash; and (v) scheduled increases in the IRB Reserve.

      c.    There is created in Section 2.1 of the Note Purchase Agreement a
            definition for "IRB Reserve", to read as follows.



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                                                                 Exhibit 4.2 (b)


            "IRB Reserve" means as to the Company and any Subsidiary or as to   
            the Company and all of its Subsidiaries in the aggregate, as
            applicable, as of any date of determination, the amount owing by
            Company or any Subsidiary (as applicable) under industrial revenue
            bonds outstanding, less the amount that would have been outstanding
            under those industrial revenue bonds, if those industrial revenue
            bonds had amortized in equal installments over a seven-year period
            commencing as of the Closing Date.

     d.     Section 7.13 of the Note Purchase Agreement is hereby amended
            and restated to read in its entirety as follows.

            7.13 Capital Expenditures.  The Company will not permit any 
            Subsidiary to, make or incur any Capital Expenditure if, after
            giving effect thereto, the aggregate amount of all Capital
            Expenditures by Company and its Subsidiaries on a consolidated
            basis would exceed the following respective amounts in the
            following respective Fiscal Years: (i) $2,500,000 for the 1998
            Fiscal Year; and (ii) $3,000,000 for the 1999 Fiscal Year and each
            Fiscal Year thereafter.

     e.     section 6.8(a) of the Note Purchase Agreement is hereby amended
            and restated to read in its entirety as follows:

            (a) Adjusted Tangible Net Worth.  Maintain Adjusted Tangible Net    
            Worth of not less than the following amounts during the following
            periods: (i) $27,500,000 for the period from and including the last
            day of the fiscal quarter ended in August, 1997 to but excluding
            the last day of the fiscal quarter ended in November, 1997; (ii)
            $28,000,000 for the period from and including the last day of the
            fiscal quarter ended in November, 1997 to but excluding the last
            day of the fiscal quarter ended in May, 1998; (iii) $29,500,000 for
            the period from and including the last day of the fiscal quarter
            ended in February, 1999; and (iv) thereafter, increasing by the
            amount of $500,000 on the last day of the third fiscal quarter of
            each subsequent Fiscal Year.

     f.     Section 6.8(b) of the Note Purchase Agreement is hereby amended
            and restated to read in its entirety as follows:




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                                                                 Exhibit 4.2 (b)



            (b)  Debt Ratio.  Maintain a ratio of Indebtedness to Adjusted
            Tangible Net Worth not to exceed 1.50 to 1.0 as at the last day of
            each fiscal quarter.

     g.     Section 6.8(c) of the Note Purchase Agreement is hereby amended
            and restated to read in its entirety as follows:

            (c)  Fixed Charge Coverage Ratio.  Maintain a Fixed Charge 
            Coverage Ratio of not less than 1.0 to 1.0 for each period of four
            consecutive fiscal quarters (in each case taken as one accounting
            period) ending on the last day of each fiscal quarter of the
            Company.

3.   OTHER TERMS UNCHANGED.  This Waiver and Amendment does not constitute a
     waiver or amendment of any term, condition, or covenant in the Note
     Purchase Agreement other than as specifically set forth above.  Nothing
     contained in this Waiver and Amendment or in any other document, or any
     course of dealing with the Company, shall be construed to imply that there
     is any agreement by the Lender to provide any waiver in the future.  This
     Waiver shall not release, discharge, or satisfy any present or future
     debts, obligations, or liabilities of the Company to the Lender or any
     mortgage, security interest, lien, or other collateral or security of any
     of such debts, obligations, or liabilities of the Company.  Except as
     expressly provided herein, the Lender reserves all rights and remedies
     under the Note Purchase Agreement, the Note, and the collateral documents
     delivered in connection therewith, including all other Loan Documents (the
     "Collateral Documents").  THIS IS A WAIVER AND AMENDMENT, BUT IS NOT A
     NOVATION.

4.   CONDITIONS.  The Waiver and Amendments under the Note Purchase Agreement
     set forth in paragraphs 1 and 2 above shall be effective upon the Lender's
     receipt of all of the following, each in form and substance satisfactory
     to the Lender:

     a.     A counterpart of this letter duly executed by the Company;

     b.     A photocopy of a letter or other instrument duly executed by
            BankAmerica Business Credit, Inc. ("BABC") relating to the Loan and
            Security Agreement dated as of November 5, 1996 between the Company
            (and other companies affiliated with the Company) and BABC (the
            "Loan Agreement"), pursuant to which BABC shall have (i) waived the
            events of default that may have occurred 


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                                                                 Exhibit 4.2 (b)


         under the Loan Agreement as a result of, or in connection with, the    
         defaults described in paragraph 1, above, and (ii) amended the Loan
         and Security Agreement in a manner consistent with the amendments to
         the Note Purchase Agreement described in paragraph 2, above; 

    c.   A photocopy of all such other notices, consents and/or waivers that    
         may be required to be delivered or obtained by the Company in
         connection with the occurrence of the defaults under the Note Purchase
         Agreement, all of which items shall reflect any necessary consents
         and/or waivers that are required to be obtained by the Company with
         respect to such defaults.

5.  NO DEFENSE.  The Company acknowledges and agrees that the obligations under
the Note Purchase Agreement and the Note exist and are owing with no offset,
defense, or counterclaim assertable by the Company and that the Note Purchase
Agreement, Note, and Collateral Documents are valid, binding, and fully
enforceable according to their respective terms.

6.  FEES AND COSTS.  The Company shall be responsible for the payment of all    
    fees and out-of-pocket disbursements incurred by the Lenders in connection
    with the administration and enforcement of this Waiver, including all costs
    of collection, and including without limitation the reasonable fees and
    disbursements of counsel for the Lender, whether or not any transaction
    contemplated by this Waiver is consummated.

7.  SUCCESSORS.  The provisions of this Waiver and Amendment shall inure to
    the benefit of and be binding upon any successor to any of the parties
    hereto.

8.  SURVIVAL.  All agreements, representations, and warranties made herein
    shall survive the execution of this waiver, and the making of the loans
    under the Note Purchase Agreement.

9.  GOVERNING LAW.  This Waiver and Amendment shall be governed by and 
    construed in accordance with the internal laws of the State of Wisconsin.

10. COUNTERPARTS.  This Waiver and Amendment may be signed in any number of
    counterparts with the same effect as if the signatures thereto and hereto
    were upon the same instrument.



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                                                                Exhibit 4.2 (b)


     If the foregoing is satisfactory to you, please sign and return the form
of acceptance below.

                                STATE OF WISCONSIN INVESTMENT BOARD



                                By:  /s/ Robert L. Zobel                       
                                    ---------------------------------------    
                                     Robert L. Zobel, Investment Director      
                                                                               
                                                                               
                                Accepted and agreed to this 26th day of August,
                                1997                                           
                                                                               
                                OUTLOOK GROUP CORP.                            
                                (f/k/a Outlook Graphics Corp.)                 
                                                                               
                                                                               
                                                                               
                                By:  /s/ David L. Erdmann                      
                                   ----------------------------------------    
                                   David L. Erdmann, Chairman of the Board     








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