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                                  EXHIBIT 10.3

                          CHANGE OF CONTROL AGREEMENT

        This Change of Control Agreement by and between Holopak Technologies,
Inc., a Delaware corporation (the "Company"), and J.T. Webb (the "Executive"),
is entered into as of the 13th day of November, 1996.

                                   RECITALS:

        A.      The Board of Directors of the Company (the "Board") has
previously determined that it is in the best interests of the Company and its
stockholders to compensate certain of its executive officers in the event of a
Change of Control (as defined below) of the Company.

        B.      To accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

        NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

        1.      Change of Control.  For the purpose of this Agreement, a
"Change of Control" shall mean:

                (a)     The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 100% of either (i) the then outstanding shares of common stock of the
Company ("Outstanding Company Common Stock") or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors ("Outstanding Company Voting
Securities"); provided, however that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control:

                (i)     any acquisition directly from the Company,

                (ii)    any acquisition by the Company, or

                (iii)   any acquisition by any employee benefit plan (or
                        related trust) sponsored or maintained by the Company
                        or any corporation controlled by the Company; or

                (b)     Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Corporate Transaction") in each case, unless,
following such Corporate Transaction, persons who are beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Corporate Transaction beneficially
own, directly or indirectly, more than 25% of, respectively, the then
outstanding shares of common

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stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company's assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the case
may be; or

                (c)     Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.

        2.      Compensation Upon Change of Control.  In the event that a
Change of Control occurs, or an agreement that ultimately results in a Change
of Control is executed, prior to December 31, 1997, the Company shall pay the
Executive a performance bonus of $10,000 in cash at the closing of the Change
of Control event (the "Performance Bonus"). In addition, in the event that a
Change of Control occurs prior to March 15, 1997, the Executive shall be paid
an additional performance bonus of $24,000 in cash upon the occurrence of the
Change of Control. Notwithstanding anything in this Agreement to the contrary,
the Executive shall only be entitled to receive the Performance Bonus if the
Executive agrees to continue in the employ of the Company for a period of not
less than three months after the consummation of the Change of Control, if so
requested by the Company.

        IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                /s/ J.T. Webb
                                --------------------
                                J.T. Webb

                                HOLOPAK TECHNOLOGIES, INC.

                                By: /s/ Robert J. Simon
                                    -------------------
                                    Robert J. Simon
                                    Chairman of the Board


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