[Form of Agreement]

                       OUTLOOK GROUP CORP.
                    NONQUALIFIED STOCK OPTION
                            AGREEMENT


Option granted the 18th day of December, 1996, by OUTLOOK GROUP
CORP., a Wisconsin corporation (hereinafter called "Company"), to
___________________, non-employed Board of Director member of
Outlook Group Corp. (hereinafter called "Optionee") pursuant to
the grant of the Board.

1.   Number of Shares Optioned; Exercise Price.  The Company
     grants to Optionee the right and option to purchase, from
     time to time, on the terms and conditions hereof, all or any
     part of an aggregate of 3,000 shares of the Company's Common
     Stock, $.01 par value, at the exercise price of $4.675 (four
     and 67.5/100 Dollars) per share, subject to adjustment under
     paragraph 16 hereof.

2.   Nonqualified Stock Option.  This Option is intended to be a
     nonqualified stock option.  It is not intended to be an
     "incentive stock option" within the meaning of Section 422
     of the Internal Revenue Code of 1986, as amended (the
     "Code").

3.   Vesting.  Except as provided in paragraph 13, this Option
     may not be exercised until June 18, 1997, six months from
     the date of grant; and then this Option may be exercised, in
     whole or in part, only in accordance with the terms of this
     Agreement.

4.   Term of Option.  If this Option is not earlier exercised or
     terminated, all rights to exercise this Option shall expire
     on December 18, 2001, five years from the date this Option
     was granted or the end of the optionee's term on the Board,
     whichever occurs first.

5.   Method of Exercising Option.  This Option shall be exercised
     by delivering to the Company, at the office of its
     Secretary, a written notice of the number of shares with
     respect to which the Option is at the time being exercised
     and by paying the Company in full the exercise price of the
     shares being acquired at the time.

6.   Manner of Payment.  The exercise price for shares purchased
     pursuant to this Option shall be paid in full at the time of
     exercise and no shares shall be issued until full payment
     therefore is made.  Such payment may be made either (i) in
     cash or (ii) at the discretion of the Compensation Committee
     (the "Committee") of the Board of Directors of the Company,
     by delivering shares of the Company's Common Stock which
     have been beneficially owned by Optionee, Optionee's spouse,
     or both of them for a period of at least one year prior to
     the time of exercise ("Delivered Stock") or a combination of
     cash and Delivered Stock.  Delivered Stock shall be valued
     at its Fair Market Value determined as of the date of
     exercise.

7.   Method of Valuation.  For all purposes of this Agreement,
     the term "Fair Market Value" on any date shall be the
     average of the highest and lowest sale prices of the shares
     on such date (or, if such date is not a trading date, on the
     next preceding trading date) as reported by NASDAQ (the
     National Association of Securities Dealers, Inc. Automated
     Quotation System).  However, if at any time the Common Stock
     of the Company is listed on any other exchange, the "Fair
     Market Value" shall be the average of the reported highest
     and lowest prices at which shares are sold on such exchange
     on such date (or, if such date is not a trading date, on the
     next preceding trading date).  In the absence of reported
     sales on NASDAQ or on such exchange on any trading date, the
     "Fair Market Value" shall be the average of the reported
     closing bid and asked price for the shares on NASDAQ or such
     exchange on such date.

8.   Deferral of Exercise.  Although the Company intends to exert
     its best efforts sot that the shares purchasable upon the
     exercise of this Option, when it first becomes exercisable,
     will be registered under, or exempt from the registration
     requirements of, the Securities act of 1933, as amended (the
     "Securities Act"), and any applicable state securities law,
     if the exercise of this Option would otherwise result in the
     violation by the Company of any provision of the Securities
     Act or of any state securities law, the Company may require
     that such exercise be deferred until the Company has taken
     appropriate action to avoid any such violation.

9.   Rights of Shareholder.  Optionee shall not be deemed the
     holder of any shares subject to this Option until the shares
     covered by this Option are fully paid and issued to optionee
     upon exercise of this Option.

10.  Transferability of Options. This Option may not be
     transferred except by will or the laws of descent and
     distribution, and may be exercised during the lifetime of
     Optionee only by him or by his guardian or legal
     representative.  This Option and any rights and privileges
     pertaining hereto shall not be transferred, assigned,
     pledged or hypothecated by Optionee in any way, whether by
     operation of law or otherwise, and shall not be subject to
     execution, attachment or similar process.

11.  Death of Optionee.  If the Optionee dies while serving on
     the Board, the personal representative of Optionee's estate
     or the person or persons to whom this Option is transferred
     by will or the laws of descent and distribution may, at any
     time within one year after the date of death, but not later
     than the date of expiration of this Option, exercise this
     Option to the extent Optionee was entitled to do so on the
     date of death.  This Option or any portion of this Option
     not so exercised shall terminate.

12.  Changes in Common Stock.  In the event of a reorganization,
     recapitalization, stock split, stock dividend, merger,
     consolidation, combination or exchange of shares, rights
     offering or any other change affecting the Common Stock of
     the Company, the Committee shall make, subject to approval
     of the Board of Directors, such adjustments, if any, as it
     deems to be equitable in the number, exercise price and kind
     of shares covered by this Option.

13.  Dissolution or Merger.  Anything contained herein to the
     contrary notwithstanding, upon the dissolution or
     liquidation of the Company, or upon any merger in which the
     Company is not the surviving corporation, at any time prior
     to the expiration date of this Option, Optionee shall have
     the right within sixty (60) days prior to the effective date
     of such dissolution, liquidation or merger, to surrender
     this Option, whether or not vested, to the Company for cash,
     subject to the discretion of the Committee as to the exact
     timing of said surrender, but such right of surrender shall
     apply only if, and to the extent that, the Optionee could
     not realize the value of this Option by exercising it
     (because this Option was not then presently exercisable, or
     because the exercise of this Option would result in a
     forfeiture under Section 16 of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), or the like).  The
     amount of cash to be paid to the Optionee, subject to any
     applicable withholding taxes, for any portion of this Option
     surrendered hereunder shall be the amount by which the Fair
     Market Value of the shares covered by the surrendered
     portion of this Option, determined at the time of surrender,
     exceeds the exercise price thereof.

14.  Withholding Taxes.

     (a)  The Company may require, as a condition to the exercise
          of this Option, that Optionee concurrently pay to the
          Company (either in cash or, at the request of Optionee
          but in the discretion of the Committee and subject to
          such rules and regulations as the Committee may adopt
          from time to time, in share of Delivered Stock) the
          entire amount or a portion of any taxes which the
          Company is required to withhold by reason of such
          exercise, in such amount as the Committee or the
          Company in its discretion may determine.

     (b)  In lieu of part or all of any such payment, Optionee
          may elect, subject to such rules and regulations as the
          Committee may adopt from time to time, or the Company
          may require, that the Company withhold from the shares
          to be issued upon exercise of this Option that number
          of shares having a Fair Market Value equal to the
          amount which the Company is required to withhold.

     (c)  Any such request or election (to satisfy withholding
          obligations using shares) by an Optionee who is an
          officer or director of the Company who is subject to
          the provisions of Section 16 of the Exchange Act shall
          be made in accordance with the rules and regulations of
          the Securities and Exchange Commission promulgated
          thereunder.

15.  Notices.  Any notice to be given to the Company under the
     terms of this Agreement shall be addressed to the Company,
     in care of its Secretary.  Any notice to be given to
     Optionee may be addressed to Optionee at his address as it
     appears on the Company's records, or at such other address
     as the Optionee  may hereafter designate in writing to the
     Company.  Any such notice shall be deemed to have been duly
     given if and when personally delivered or enclosed in a
     properly sealed envelope addressed as aforesaid, and
     deposited, postage prepaid, in the United States mails.

16.  Successors.  This Agreement shall be binding upon and inure
     to the benefit of any successor or successors of the
     Company.

17.  Wisconsin Contract.  This Option has been granted in
     Wisconsin and shall be construed under the laws of that
     state.


IN WITNESS WHEREOF, the Company has caused these presents to be
executed in its behalf by its President or Executive Vice
President, and the Optionee has hereunto set his hand and seal,
all of the day and year first above written, which is the date of
the granting of the Option evidenced hereby.

                                   OUTLOOK GROUP CORP.


                                   By:___________________________

                                   Title:  Chairman and President


                                   ______________________________
                                   Optionee