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                                                                    EXHIBIT 10.3


                           CHANGE IN CONTROL AGREEMENT

         THIS CHANGE IN CONTROL AGREEMENT, is made as of the 1st day of June,
2001, by and between OUTLOOK GROUP CORP., a Wisconsin corporation ("OGC"), and
Richard C. Fischer ("Fischer").

         WHEREAS, Fischer serves as the non-employee chairman of the board and
chief executive officer of OGC and is compensated therefor as an independent
contractor, with compensation determined from time to time by the Compensation
Committee of the Board of Directors (the "Committee"); and

         WHEREAS, OGC wishes to incent Fischer to continue service and
participate actively in management of OGC until there occurs a transaction which
could involve a change in control of OGC;

         EMPLOYER AND EMPLOYEE AGREE, for the consideration of the mutual
promises and agreements hereinafter set forth, as follows:

1.       COMPENSATION EXPENSES: The compensation of Fischer shall be determined
         from time to time by the Committee.

         EXPENSE REIMBURSEMENT. During the period of this agreement, Fischer
         shall be reimbursed for all of his reasonable and necessary expenses
         actually incurred in the performance of service and duties for OGC, in
         accordance with the general policy of OGC, authorized and adopted from
         time to time. Fischer's expenses shall be recorded on an itemized
         expense account.

2.       INDEPENDENT CONTRACTOR. Fischer shall not be an employee of OGC, and is
         and shall remain an independent contractor. Fischer shall not be
         entitled to any benefits of an employee of OGC. The parties also agree
         and acknowledge that Fischer maintains other employment and in
         connection therewith provides services to his employer and to other
         persons and entities contracting with his employer.

3.       TERM AND TERMINATION. Except as provided below in the case of change in
         control, this agreement may be terminated by either party, at any time,
         with or without cause or reason, upon thirty (30) calendar days written
         notice being given to the other party of such termination

4.       CHANGE IN CONTROL. In the event there is a change of control of the
         employer which has occurred within the prior year or a proposed change
         in control has been announced and is pending, and one of the below
         listed events occurs, Fischer will then be entitled to receive
         continued compensation, at the level in effect immediately prior
         thereto, for a period of twenty-six (26) two-week periods following the
         date in which the below listed event occurs



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         Events referred to above:

                  a.       This agreement or Fischer's positions with OGC are
                           terminated by OGC for reasons other than dishonesty
                           or fraud which has an adverse impact on the employee
                           of ten-thousand dollars ($10,000) in aggregate.

                  b.       Fischer terminates his arrangements as a result of
                           the occurrence of such a change in control.

         "Change in Control" shall mean a "change in control" as defined in
         OGC's 1999 Stock Option Plan.

5.       MISCELLANEOUS.

                  a.       No waiver or modification of this Agreement or of any
                           covenant, condition, or limitation herein contained
                           shall be valid unless in writing and duly executed by
                           all parties to this Agreement; and no evidence of any
                           waiver or modification shall be offered or received
                           in evidence in any proceeding, arbitration, or
                           litigation between the parties hereto arising out or
                           affecting this Agreement, or the rights or
                           obligations of the parties hereunder, unless such
                           waiver or modification is in writing, duly executed
                           as aforesaid, and the parties further agree that the
                           provisions of this section may not be waived except
                           as herein set forth.

                  b.       All agreements and covenants contained herein are
                           severable, and in the event any of them shall be held
                           to be invalid by any competent court, this contract
                           shall be interpreted as if such invalid agreements or
                           covenants were not contained herein.

                  c.       The captions which are underlined at the beginning of
                           the paragraphs of this Agreement are chiefly for the
                           purpose of convenience and if the same be in conflict
                           with the text, the text shall control.

                  d.       It is the intention of the parties hereto that this
                           Agreement shall be governed by its terms and
                           construed in accordance with and under and pursuant
                           to the internal laws of the state of Wisconsin.

                  e.       This Agreement shall be binding upon and inure to the
                           benefit of the parties hereto and their respective
                           successors, assigns, heirs and legal representatives.

                  f.       All notices required under this Agreement shall be
                           duly given if delivered to the other party or mailed
                           postage prepaid to the respective party's last known
                           address. Notices shall be effective when personally
                           delivered, or when sent by telegram, or by mail when
                           sent by certified, registered, or regular mail and
                           deposited in the United States mail, postage prepaid,
                           and sent to the respective address of the other
                           party.

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         IN WITNESS WHEREOF, the parties have executed this Change in Control
Agreement on the date first above written and by so executing, the parties
acknowledge that they have read and fully understand all the terms and
conditions included in this Agreement and acknowledge receipt of an executed
copy of this Agreement.

                                               OUTLOOK GROUP CORP.:

                                               By:
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Richard C. Fischer                                Joseph J. Baksha, President



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