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                         AMENDMENT NO. 1 TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT


         THIS AMENDMENT NO. 1 (the "Amendment"), dated as of November 30, 1999,
is made by and among BANK OF AMERICA, N.A., formerly Bank of America National
Trust and Savings Association (the "Bank") and OUTLOOK GROUP CORP., OUTLOOK
LABEL SYSTEMS, INC. and OUTLOOK PACKAGING, INC. (individually, a "Borrower" and,
collectively, 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 (the "Agreement").

         B. The Bank and the Borrowers desire to amend the Agreement.

                                    AGREEMENT

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

2. AMENDMENT. Section 10.19 of the Agreement is hereby amended and restated in
its entirety to read:

         "10.19. Net Worth. The Borrowers will not permit the Borrowers'
         consolidated net worth, determined as of the last day of each fiscal
         quarter, to be less than the result of (a) $34,000,000 plus (b) 50% of
         the amount of the Borrowers' Earnings from Operations minus (c) up to
         $5,000,000 of stock repurchases for the period from December 1, 1998 to
         such date of determination calculated as if such period were a single
         accounting period."

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 The Borrowers have notified the Bank in writing of any change in
         (i) the locations of the Borrowers' place of business or, if the
         Borrowers have more than one place of business, the Borrowers' chief
         executive office and any collateral; and (ii) the Borrowers' names,
         identities or business structures.



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         3.4 This Amendment is within the Borrowers' power, has been duly
         authorized, and does not conflict with any of the Borrowers'
         organization papers; and

         3.5 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 an original of this Amendment
duly executed by the Borrowers.

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.

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

BANK OF AMERICA, N.A.                            OUTLOOK GROUP CORP.


By:  /s/ Gregory Mojica                          By: /s/ Paul M. Drewek
     --------------------------                      ---------------------------
Title:  Vice President                           Title:  Chief Financial Officer


                                                 OUTLOOK LABEL SYSTEMS, INC.


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


                                                 OUTLOOK PACKAGING, INC.


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


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