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                                                                    EXHIBIT 10.2




                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT

         This AMENDMENT NO. 1 (the "Amendment") is made as of this ____ day of
August, 1997, by and among HOLOPAK TECHNOLOGIES, INC., a Delaware corporation
(formerly known as TPF Holding Company, the "Company"), TRANSFER PRINT FOILS,
INC., a New Jersey corporation ("TPF") and ROBERT COGHAN (the "Employee") to
amend the Employment Agreement among the Company, TPF and the Employee, dated
January 4, 1990 (the "Employment Agreement").

                                    RECITALS

                  WHEREAS, pursuant to the Employment Agreement, the Employee is
employed as Chief Executive Officer of the Company and President of TPF, the
parties wish to amend and clarify certain terms of the Employment Agreement. Any
capitalized terms used herein and not otherwise defined shall have the meanings
given them in the Employment Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

         1. Effective as of September 1, 1997, the Employee resigns as Chief
Executive Officer of the Company and TPF and, effective as of September 26,
1997, the Employee resigns from the Board of Directors of the Company and TPF.
The Employee shall serve as President of TPF, pursuant to the terms of the
Employment Agreement, as amended hereby, for the period commencing on September
1, 1997 and ending on December 31, 1999 (the "Initial Term"). Effective as of
December 31, 1999, the Employee agrees to resign from all positions held by him
with the Company and TPF, except as otherwise contemplated hereby. Thereafter,
the Company shall retain the Employee as, and the Employee agrees to serve as, a
consultant to the Company for the period commencing on January 1, 2000 and
ending on December 31, 2001 (the "Consulting Term"). The "Employment Term," as
such term is used in the Employment Agreement, as amended hereby, shall be the
period commencing on September 1, 1997 and ending on December 31, 2001, unless
the Employment Agreement, as amended hereby, is otherwise terminated in
accordance with Sections 8 or 9 of the Employment Agreement. If the Company
terminates the Employee pursuant to Section 9 of the Employment Agreement, the
Employee's compensation as set forth herein shall continue for the remainder of
the Employment Term, including any commissions earned or to be earned hereunder.
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The Company cannot terminate the Employee pursuant to Section 8(a) of the
Employment Agreement, provided, however, that at the end of the Employment Term,
there will be no renewal term as provided for in Section 3 of the Employment
Agreement.

         2. During the Employment Term, the Employee shall serve at the
direction of the Chairman of the Board of Directors of the Company, and shall
otherwise be bound by the terms set forth in the Employment Agreement, as
amended hereby.

         3.       (a) During the Initial Term, (i) for the period beginning
September 1, 1997 and ending December 31, 1997, the Employee's basic annual
compensation for services rendered to TPF and the Company under the Employment
Agreement, as amended hereby (the "Salary"), shall remain unchanged from its
current level, paid in accordance with Company policies, and (ii) for the period
beginning January 1, 1998 and ending on the completion of the Initial Term, the
Employee's Salary shall be $175,000, paid in accordance with Company policies.

                  (b) In addition, during the Initial Term, the Employee shall
receive a commission of 2% on all credited sales by the Employee to his accounts
in excess of $3.5 million each calendar year, payable monthly after attainment
of the $3.5 million threshhold.

                  (c) During the Consulting Term, the Employee shall receive as
compensation for services rendered to TPF and the Company under the Employment
Agreement, as amended hereby, commission of 1.25% on all credited sales by the
Employee to his accounts, payable in accordance with Company policy regarding
payments of commissions to employee salespersons. The Employee will be credited
with commissions during the Employment Term for all sales orders to the
Employee's accounts regardless of whether the sales order was made by the
Employee or other employees of the Company. The Employee's accounts shall be
considered for purposes of computation of commission as his accounts throughout
the Employment Term. All commissions shall be credited during the year in which
product is actually shipped, provided, however, that the Employee shall receive
credit for commissions on sales orders made during the final year of the
Consulting Term that are shipped within 60 days of the end of the Consulting
Term.

         4. The Employee shall select and use his best efforts to train
qualified personnel to assume lead responsibility for all accounts no later than
September 1, 1998. During the Consulting Term, the Employee shall retain the
right to direct the efforts of the personnel servicing his accounts, should
sales from those accounts decline.



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         5. This Amendment shall become effective as of the date and year stated
above. Except as expressly amended or modified herein, all of the terms and
conditions of the Employment Agreement shall continue in full force and effect.

         6. The Employment Agreement, as amended hereby, contains the entire
agreement between the parties pertaining to the subject matter hereof and
supersedes all prior oral or written agreements between the parties with respect
to such matters.

         7. This Amendment shall become binding when any one or more
counterparts hereof, individually or taken together, shall bear the signatures
of each of the parties hereto. This Amendment may be executed in any number of
counterparts, each of which shall be an original as against any party whose
signature appears thereon, but all of which together shall constitute but one
and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.

HOLOPAK TECHNOLOGIES, INC.              TRANSFER PRINT FOILS, INC.



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




/s/ Robert Coghan
--------------------------------
    Robert Coghan




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