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                                                                   EXHIBIT 10.57


         FOURTH AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT AND CERTAIN
                                 LOAN DOCUMENTS

            This FOURTH AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT AND CERTAIN
LOAN DOCUMENTS (this "Fourth Amendment") is entered into as of January 15, 1999
by and among ADFlex Solutions, Inc., a Delaware corporation (the "Borrower"),
and the banks and other financial institutions that either now or in the future
are parties thereto as lenders (collectively the "Lenders" and each individually
a "Lender"), BankBoston, N.A. in its capacity as the L/C Issuer (in such
capacity, together with any successors thereto in such capacity, the "L/C
Issuer"), and BankBoston N.A., as agent and representative for the Lenders (in
such capacity BankBoston N.A. or any successor in such capacity is referred to
herein as the "Agent"). The Lenders, the L/C Issuer, and the Agent are
collectively referred to herein as the "Lender Parties" and each individually as
a "Lender Party".

                                    RECITALS

            A. Borrower and Lender Parties are parties to that certain Senior
Secured Credit Agreement dated as of June 5, 1997, as amended by that certain
First Amendment to Senior Secured Credit Agreement and Certain Loan Documents
(the "First Amendment") dated February 9, 1998, that certain Second Amendment to
Senior Secured Credit Agreement and Certain Loan Documents; Waiver of Existing
Default (the "Second Amendment") dated May 11, 1998 and that certain Third
Amendment to Senior Secured Credit Agreement and Certain Loan Documents (the
"Third Amendment") dated October 30, 1998 (as so amended, the "Credit
Agreement"), pursuant to which the Lenders agreed to make available to Borrower
certain credit facilities, and certain related loan documents (the "Loan
Documents").

            B. Borrower and the Lender Parties have agreed to make certain
amendments to the Credit Agreement and to certain of the Loan Documents, subject
to the conditions and in reliance on the representations and warranties set
forth below.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each Lender Party and Borrower hereby
agree as follows:

                                    AGREEMENT

            1. DEFINED TERMS; SECTION REFERENCES. Initially capitalized terms
used but not defined in this Fourth Amendment shall have the meanings assigned
to such terms in the Credit Agreement. All "Section" references herein are to
sections of the Credit Agreement unless otherwise specified.

            2. AMENDMENTS TO SECTION 5.10.2 OF THE CREDIT AGREEMENT. Section
5.10.2 of the Credit Agreement is hereby amended to provide in its entirety as
follows:

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            "5.10.2 Beginning as soon as possible, but in no event later than
March 1999 and subject to limitations imposed by local foreign laws, if the
Subsidiary Accounts Receivable of a Subsidiary exceed $750,000 for a calendar
month, Borrower shall cause such Subsidiary to transfer and assign all of its
Subsidiary Accounts Receivable generated during such month to Borrower.

            3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS FOURTH
AMENDMENT. Lender Parties' obligations under this Fourth Amendment are
conditioned upon, and this Fourth Amendment shall not be effective until,
satisfaction in full of each of the following:

            (a) Agent shall have received this Fourth Amendment, duly executed
by each appropriate Person and in form and substance satisfactory to Agent and
its counsel;

            (b) Borrower shall have paid to Agent all amounts then due and
payable pursuant to Section 9.1 of the Credit Agreement which shall have been
presented for payment;

            (c) All of the representations and warranties of Borrower contained
herein, in the Credit Agreement and in each other Loan Document shall be true
and correct in all material respects on and as of the effective date of this
Fourth Amendment, as though made on and as of that date (except to the extent
that such representations and warranties expressly relate to an earlier date or
reflect changes brought about by this Fourth Amendment);

            (d) Borrower's Board of Directors shall have authorized Borrower to
execute and deliver this Fourth Amendment;

            (e) No Default or Event of Default shall have occurred and be
continuing or would result from the consummation of the transactions
contemplated in this Fourth Amendment; and

            (f) All other documents, certificates, consents and opinions
required by Agent in connection with the transactions contemplated by this
Fourth Amendment shall have been executed and delivered in form and substance
satisfactory to Agent in its sole and absolute discretion.

            4. EFFECTIVENESS OF THIS FOURTH AMENDMENT. Upon satisfaction of each
of the conditions set forth in Section 3 of this Fourth Amendment, this Fourth
Amendment shall be deemed to be effective as of December 31, 1998.

            5. REPRESENTATIONS AND WARRANTIES. In order to induce Lender Parties
to enter into this Fourth Amendment, Borrower makes the following
representations and warranties:

            (a) The representations and warranties contained in the Credit
Agreement (and in the Schedules thereto) and each of the other Loan Documents
(and in the Schedules thereto) are true, correct and complete in all material
respects at and as of the effective date of this Fourth Amendment (except to the
extent that such representations and warranties expressly relate to an earlier
date or reflect changes brought about by this Fourth Amendment); and


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            (b) This Fourth Amendment and all other agreements and documents
executed by Borrower in connection herewith have been duly executed and
delivered by Borrower and constitute the legal, valid and binding obligations of
Borrower, enforceable against Borrower in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to the enforcement of the rights of creditors
generally, or the exercise of judicial discretion with respect to equitable
remedies.

            6. REFERENCES. All references in the Credit Agreement to "this
Agreement", "hereof", "herein", "hereto", or words of similar import, and all
references in all other Loan Documents to "the Credit Agreement" shall be, and
shall be deemed to be for all purposes, references to the Credit Agreement as
amended.

            7. CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS OTHERWISE NOT AFFECTED.
Except as expressly amended pursuant to this Fourth Amendment, the Credit
Agreement and each of the other Loan Documents shall remain unchanged and in
full force and effect and are hereby ratified and confirmed in all respects.
Each Lender Party continues to reserve any and all rights and remedies under the
Credit Agreement and each of the other Loan Documents, and no failure, delay or
discontinuance on the part of any Lender Party in exercising any right, power or
remedy thereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
This Fourth Amendment and the Credit Agreement shall be read together, as one
document.

            8. BINDING EFFECT. This Fourth Amendment shall be binding upon,
inure to the benefit of and be enforceable by Borrower and each Lender Party and
their respective successors and assigns, as permitted pursuant to the Credit
Agreement.

            9. TIME OF THE ESSENCE. Time and exactitude of each of the terms,
obligations, covenants and conditions of this Fourth Amendment are hereby
declared to be of the essence.

            10. GOVERNING LAW. THIS FOURTH AMENDMENT IS A CONTRACT UNDER THE
LAWS OF THE STATE OF CALIFORNIA AND SHALL FOR ALL PURPOSES BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY SUCH LAWS (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW).

            11. COUNTERPARTS. This Fourth Amendment may be executed in several
counterparts and by each party on a separate counterpart, each of which when
executed and delivered shall be an original, and all of which together shall
constitute one instrument. In proving any matter with respect to this Fourth
Amendment it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought.


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


                                    AGENT:

                                    BANKBOSTON, N.A.,
                                    A NATIONAL BANKING ASSOCIATION,
                                    as Agent, L/C Issuer and a Lender


                                    By:  \s\ Debra E. Delvecchio        
                                    Name: Debra E. Delvecchio             
                                    Title: Vice President                


                                    LENDERS:

                                    BANK ONE, ARIZONA, N.A.,
                                    A NATIONAL BANKING ASSOCIATION



                                    By: \s\ Steve Reinhart               
                                    Name: Steve Reinhart                 
                                    Title: Vice President                



                                    IMPERIAL BANK,
                                    A CALIFORNIA BANKING CORPORATION



                                    By: \s\ Kevin C. Halloran             
                                    Name: Kevin C. Halloran               
                                    Title: Senior Vice President          



                                    THE UNION BANK OF CALIFORNIA,
                                    A NATIONAL BANKING ASSOCIATION



                                    By: \s\ Wanda Headricks            
                                    Name: Wanda Headricks               
                                    Title: Vice President              


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                                    BORROWER:

                                    ADFLEX SOLUTIONS, INC.,
                                    A DELAWARE CORPORATION


                                    By: \s\ Donald E. Frederick           
                                    Name: Donald E. Frederick             
                                    Title: Chief Financial Officer        


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