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                         AMENDMENT NO. 5 TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT


         THIS AMENDMENT NO. 5 (the "Amendment"), dated as of October 11, 2002,
is made by and among BANK OF AMERICA, N.A. (the "Bank") and OUTLOOK GROUP CORP.
and OUTLOOK LABEL SYSTEMS, INC. (individually, a "Borrower" and, together, the
"Borrowers").

                                    RECITALS

         A. The Bank and the Borrowers have entered into an Amended and Restated
Loan and Security Agreement dated as of May 12, 1999, as amended by an Amendment
No. 1 thereto dated as of November 30, 1999, Amendment No. 2 thereto dated as of
November 6, 2000, Amendment No. 3 thereto dated as of May 12, 2002 and Amendment
No. 4 thereto dated as of August 12, 2002 (as so amended, the "Agreement").

         B. The Bank and the Borrowers desire to further amend the Agreement to
extend the Stated Termination Date and to make certain other changes thereto, as
set forth herein.

                                    AGREEMENT

1. DEFINITIONS. Capitalized terms used, but not defined, in this Amendment shall
have the meaning given to them in the Agreement.

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

         2.1 Section 1 of the Agreement is hereby amended by restating the
         defined term "Fixed Charges" as follows:

                           "Fixed Charges" means as to the Borrowers on a
                  consolidated basis, for any fiscal period, the sum of (i)
                  interest expensed 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 borrowings from third
                  parties, (iv) income taxes paid or payable in cash, and (v)
                  Distributions made in accordance with Section 10.8 hereof.

         2.2 Section 1 of the Agreement is hereby further amended by restating
         the defined term "Stated Termination Date" as follows:

                           "Stated Termination Date" means April 12, 2004.

         2.3. Section 10.8 of the Agreement is hereby restated as follows:

                           10.8 Distributions; Capital Changes. No Borrower or
              any of its Subsidiaries shall: (a) directly or indirectly declare
              or make,

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                  or incur any liability to make, any Distribution, except (i)
                  Distributions made to a Borrower by a Subsidiary wholly-owned
                  by such Borrower, subject to the limitations set forth in
                  Section 10.13 hereof and (ii) Distributions made by the
                  Borrowers not exceeding in the aggregate of $1,500,000 in any
                  fiscal year provided that immediately prior and after giving
                  effect to the payment of such Distribution, no Default or
                  Event of Default shall have occurred and be continuing or
                  would result therefrom or (b) make any change in its capital
                  structure which could adversely affect the repayment of the
                  Obligations.

3. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby represent and warrant to
the Bank that:

         3.1 There is no event which is, or with notice or lapse of time or both
         would be, a Default or an Event of Default under the Agreement except
         those Defaults or Events of Default, if any, that have been disclosed
         in writing to the Bank or waived in writing by the Bank;

         3.2 The representations and warranties of the Borrowers set forth in
         the Loan Documents are true and correct on the date of this Amendment
         as if made on the date of this Amendment;

         3.3 This Amendment has been duly authorized, and does not conflict with
         any of the Borrowers' articles of incorporation or by-laws; and

         3.4 This Amendment does not conflict with any law, agreement, or
         obligation by which the Borrowers are bound.

4. CONDITIONS. This Amendment will become effective on the date first set forth
above provided, however, that the effectiveness of this Amendment is subject to
receipt by the Bank of (a) an original of this Amendment, duly executed by the
Borrowers and (b) evidence of the corporate authority of the Borrowers to
execute and deliver this Amendment.

5. EFFECT OF AMENDMENT. Except as provided in this Amendment, all of the terms
and conditions of the Agreement shall remain in full force and effect.

6. COUNTERPARTS. This Amendment may be executed in counterparts, each of which
when so executed shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument.

                            [signature page follows]






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This Amendment is executed and delivered as of the date set forth above.

                                             OUTLOOK GROUP CORP.


                                             By:  /s/ Paul M. Drewek
                                                  ------------------------------
                                             Title:  Chief Financial Officer


                                             OUTLOOK LABEL SYSTEMS, INC.


                                             By:  /s/ Paul M. Drewek
                                                  ------------------------------
                                             Title:  Chief Financial Officer


                                             BANK OF AMERICA, N.A.


                                             By:  /s/
                                                  ------------------------------
                                             Title:  Vice President


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