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                                  EXHIBIT 10.1

                          CHANGE OF CONTROL AGREEMENT

        This Change of Control Agreement by and between Holopak Technologies,
Inc., a Delaware corporation (the "Company"), and David W. Jaffin (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 $150,000 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 $42,000 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.

        3.      Compensation Upon Termination.  In the event that the
Executive's employment with the Company is terminated within nine months prior
to a Change of Control, other than by resignation or for "cause", or within two
years after a Change of Control, for any reason other than for "cause", the
Company shall continue to compensate the Executive at the base salary to which
he was entitled as of the date of his termination (but in no event less than
$135,000 per annum), in a manner consistent with the compensation policies of
the Company at such time, for a period of one year from the date of such
termination. For purposes of this Agreement, "cause" shall mean the failure of
the Employee to observe or perform (other than by reason of illness, injury or
incapacity) any of the material terms or provisions of any agreement between
the Executive and the Company, dishonesty, willful misconduct, material neglect
of the Company's business, conviction of a felony or other crime involving
moral turpitude, misappropriation of funds or habitual insobriety. Any such
willful misconduct or material neglect shall constitute "cause" only if the
action or (omission) at issue shall be continuing 30 days after the Company 
gives the Employee written notice of such willful misconduct or material 
neglect constituting "cause".

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        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/ David W. Jaffin
                                        -------------------
                                        David W. Jaffin


                                        HOLOPAK TECHNOLOGIES, INC.
                
                                        By: /s/ Robert J. Simon
                                            -------------------
                                            Robert J. Simon
                                            Chairman of the Board





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