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                                                                 EXHIBIT 10.3(b)

                                    TERM NOTE


$100,000.00                                                    Neenah, Wisconsin
                                                               July 22, 1998


     FOR VALUE RECEIVED, JOSEPH J. BAKSHA, an Illinois resident individual (the
"Borrower"), hereby promises to pay to the order of OUTLOOK GROUP CORP. ("OGC")
the principal sum of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000), as set
forth herein.

     The outstanding unpaid principal balance of this Note shall be paid in a
single installment on July 22, 2003, unless accelerated as provided herein, on
which date the outstanding unpaid principal balance of this Note shall be paid
in full.

     The unpaid principal balance of this Note shall bear interest at the rate
of eight per cent (8%) per annum. Interest accrued through the anniversary date
hereof in each year on each such anniversary date, commencing on July 22, 1999
and continuing thereafter until the principal is paid in full.

     Notwithstanding the foregoing, the outstanding principal balance and any
accrued interest, shall be due and payable: upon the last day of Borrower's
employment in the event the Borrower voluntarily terminates his employment with
OGC; and 60 days after any termination of the Borrower's employment by OGC for
cause.

     In the event that any amount of the principal of, or interest on, this Note
is not paid on the date when due (whether at stated maturity, by acceleration or
otherwise), in addition to the rate of interest otherwise payable with respect
to this Note and to the extent permitted by Law, the entire principal amount
outstanding under this Note shall bear interest at the applicable rate set forth
above plus 3% until all such overdue amounts have been paid in full; without
limiting the generality of the foregoing, all overdue interest on this Note
shall be payable ON DEMAND.

     All interest and other amounts payable under this Note shall be computed
for the actual number of days elapsed on the basis of a 360-day year.


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     Payments of principal, interest and other amounts due hereunder are to be
made in lawful money of the United States of America to OGC, 1180 American
Drive, Neenah, Wisconsin, or at such other place as the holder shall designate
in writing to the Borrower.

     Presentment, demand, notice of dishonor and protest are hereby waived.
Borrower hereby agrees (to the extent permitted by Law) to pay all reasonable
fees and expenses incurred by OGC or any subsequent holder, including the
reasonable fees of counsel, in connection with the protection and enforcement of
the rights of OGC or an subsequent holder under this Note, including without
limitation the collection of any amounts due under this Note and the protection
and enforcement of such rights in any bankruptcy, reorganization or insolvency
proceeding involving the Borrower.

     This Note constitutes the Note contemplated by the Employment Agreement
dated June 1, 1997 between the Borrower and OGC. Baksha hereby grants OGC a
security interest in, and this Note is secured by a pledge of, the number of
shares of OGC common stock, the market value of which approximates the principal
amount of this Note, which will be delivered by the Borrower to OGC, together
with a confirmation of the number of shares pledged, within ten business days of
the date hereof.



                                          /s/ Joseph J. Baksha   (SEAL)
                                          JOSEPH J. BAKSHA






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