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                                                                   Exhibit 10.01

                                MASTER AGREEMENT

This Master Agreement is made as of this 2nd day of July, 2001, between NASHUA
CORPORATION, with its principal offices at 11 Trafalgar Square, Nashua, New
Hampshire 03063 (hereinafter "Nashua") and the FASSON ROLL NORTH AMERICA
DIVISION OF AVERY DENNISON CORPORATION, with its principal offices at 7590
Auburn Road, Painesville, Ohio 44077 (hereinafter "Fasson").

RECITALS:

A.   Fasson and Nashua desire to optimize their respective manufacturing
     capabilities and efficiencies for certain products.

B.   Nashua and Fasson commit to become a significant supplier as well as a
     long term customer of each other for certain products which each can
     utilize in their respective business operations.

C.   The parties wish to facilitate the transition to mutual supplier and
     customer as well as establish an ongoing cooperative framework to allow
     the parties to explore the opportunities to supply other products which
     each party may currently produce or new products which may develop in the
     future.

Therefore, the parties have agreed to enter into this Master Agreement to
establish the ongoing basis for the cooperative relationship as well as attached
sub-agreements entered into as of this date to implement specific actions and
activities in furtherance of this Master Agreement.

1.  FRAMEWORK

    1.1   The parties agree that this Master Agreement sets forth the general
          agreement between the parties and establishes the process whereby the
          parties shall work together to manage the relationship and on an
          ongoing basis to explore other opportunities to supply each other with
          new or additional products.

    1.2   This Master Agreement has attached to it the following sub-agreements
          ("sub-agreements"):

          Attachment A:  Asset Purchase and License Agreement
          Attachment B:  Equipment Lease Agreement
          Attachment C:  Fasson Supply Agreement
          Attachment D:  Nashua Corporation Supply Agreement

    1.3   This Master Agreement may from time to time have modifications to
          existing sub-agreements or additional sub-agreements attached hereto,
          covering other products or services which each party would supply to
          the other in support of the objectives of this Master Agreement.

2.  ESTABLISHMENT OF TEAMS

    2.1   Each party agrees to appoint a standing team to work with its
          counterpart to oversee and manage this contractual relationship
          between the parties.

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    2.2   Each team will have a chairperson and three members.

    2.3   Each chairperson shall act as the focal point for communications
          between the teams and will be responsible for coordinating meetings
          between the teams.

    2.4   The teams shall meet at least twice a year at dates mutually agreeable
          by the chairpersons.

    2.5   These meetings will cover at a minimum the following: current status
          of purchasing activities between the parties; possible cost reduction
          opportunities on the purchasing activities; any issues relating to the
          ongoing relationship and agreements; and new opportunities for each
          party to supply additional products or services to the other.

3.  TERM

This Master Agreement shall remain in effect until the expiration of the term or
any renewal term of all of the related sub-agreements and shall automatically be
renewed if and when any of the sub-agreements are renewed. However, if
Attachment B is the only sub-agreement in effect then Section 2 of this Master
Agreement shall lapse.

4.  INTELLECTUAL PROPERTY

Each party maintains full control of its own respective intellectual property
including all patents, licenses, trade names, service marks, trade secrets and
other proprietary information. This Master Agreement and related sub-agreements
do not create any license or rights to use either parties' intellectual property
unless it is specifically addressed in a specific attached sub-agreement and
then only to the extent set forth in the specific sub-agreement and the specific
products described in that sub-agreement.

5.  PROPRIETARY INFORMATION

    5.1   The parties may from time to time share proprietary or confidential
          information with the other party during the course of this Master
          Agreement and attached sub-agreements. The parties agree they shall
          only use such proprietary or confidential information for the purposes
          of furthering the objectives of this Master Agreement and attached
          sub-agreements and said confidential information shall not be used for
          any other purpose. The parties agree to protect any such discussed
          proprietary or confidential information using the same degree of care,
          but no less than a reasonable degree of care, to prevent the
          unauthorized use, dissemination, or publication of the confidential
          information as the recipient of the information uses to protect its
          own confidential information of a like nature.

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    5.2   The parties agree to hold such information received from the other
          party, and not disclose it to any third party for a period of one (1)
          year from the expiration of this Master Agreement and all of the
          attached sub-agreements.

    5.3   This obligation does not apply to information which was (a) in the
          possession of the recipient prior to this Master Agreement except for
          information exchanged under a current Non-Disclosure Agreement; (b) is
          or becomes part of a public record; (c) is rightfully received from a
          third party without a duty of confidentiality; (d) is disclosed under
          operation of law; (e) is independently developed by the recipient; or
          (f) is disclosed after receiving the prior written approval of the
          other party.

6.  TERMINATION

    6.1   This Master Agreement and each of the attached sub-agreements may be
          terminated upon (a) a party's breach of a material term and condition
          in the corresponding agreement and the failure to cure such a breach
          upon sixty (60) days written notice from the non-breaching party; or
          (b) upon one party (i) ceasing to function as an ongoing concern by
          announcing or ending all operations; (ii) making an assignment for the
          benefit of creditors; (iii) becoming the subject of any proceeding
          under any applicable bankruptcy, receivership, insolvency, or similar
          laws which is not dismissed within thirty (30) days; or (iv)
          liquidating or dissolving.

    6.2   Notwithstanding the foregoing, if one of the parties becomes subject
          to a proceeding under 11 USC 100 et seq and any similar section added
          by amendment (the "Bankruptcy Laws"), such party agrees to determine
          and affirmatively seek to either assume or reject this Master
          Agreement and the sub-agreements in accordance with the Bankruptcy
          Laws within sixty (60) days of the entry of an order for relief on
          behalf of that party under the Bankruptcy Laws. If such party fails to
          make such assumption or rejection as stated above, such party agrees
          to not oppose a motion filed by the other party seeking an order to
          compel assumption or rejection.

7.  WARRANTIES

    7.1   Each party represents and warrants that it has good and clear title to
          its products and materials relating thereto and all rights with
          respect thereto, or that it has acquired such right from the owner
          thereof to license, market or otherwise distribute its products to
          customers as provided under this Master Agreement. Each party further
          warrants that it has not made and will not make any commitments to
          others inconsistent with or in derogation of such rights and that each
          party is free of any obligation that would prevent it from entering
          into this Master Agreement.

    7.2   IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT,
          SPECIAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS MASTER AGREEMENT.

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    7.3   The provisions of paragraphs 7.1 and 7.2 shall survive any termination
          of this Master Agreement.


8.  ASSIGNMENT

    8.1   Neither party shall assign this Master Agreement and/or related
          sub-agreements to any third party without the prior written consent of
          the other party. The party who is requested to provide its consent may
          withhold such consent until the third party agrees in writing to be
          bound by the terms of this Master Agreement and/or related
          sub-agreements.

    8.2   If Nashua sells or transfers substantially all of its material assets
          or operations directly involved in the performance of obligations
          under any of the sub-agreements and the purchaser of such assets or
          operations does not agree in writing to be bound to the terms of the
          corresponding sub-agreement, the provisions of Section 13 of
          Attachment A, Asset Purchase and License Agreement, shall apply.

    8.3   This Master Agreement and related sub-agreements, and the rights and
          obligations of each party hereunder shall be binding upon and shall
          inure to the benefit of the respective successors and assigns of each
          of the parties.

9.  INDEPENDENT PARTIES

    9.1   Each party is an independent party and this Master Agreement and
          attached sub-agreements are not intended to create any business
          combination, joint venture, or partnership. Further, each party has
          full and complete control of their respective products and this Master
          Agreement does not inhibit, restrain, or in any way control or limit
          each party's marketing, promoting, or selling of any products.

    9.2   This Master Agreement and attached sub-agreements shall not constitute
          either party the legal representative or agent of the other, nor shall
          either party have the right or authority to assume, create or incur
          any liability or any obligation of any kind, expressed or implied,
          against, or in the name of, or on behalf of the other party. This
          Master Agreement shall not create any rights in any customer, or any
          other person or entity not a party to this Master Agreement.

10.  PUBLICITY

Neither party may disclose any of the terms of this Agreement or the
sub-agreements without the prior written consent of the other party or as may be
required by law or regulation. Neither party will issue a press release
concerning the transactions contemplated by this Agreement without first
allowing the other party the opportunity to review such release and give its
prior written approval, which approval will not be unreasonably withheld.

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11.  NOTICES

Any and all written notices, communications and deliveries between Fasson and
Nashua with reference to this Master Agreement shall be sufficiently made on the
date of mailing if sent registered or certified mail to the respective address,
subject to change upon written notice, of the other party as follows:

           In the case of Fasson:  Fasson Roll North America
                                   7590 Auburn Road
                                   Painesville, Ohio 44077
                                   Attn: Law Department

           In the case of Nashua:  Nashua Corporation
                                   11 Trafalgar Square, 2nd Floor
                                   Nashua, NH 03063
                                   Attn: Legal Department

12.  AMENDMENT

Any amendment to this Master Agreement or any attached sub-agreements must be in
writing and signed by both parties.

13.  FORCE MAJEURE

If performance of any part of this Master Agreement and/or any of the attached
sub-agreements by either party is prevented or delayed by reason of any cause
beyond the control of and without the fault of the party affected (including
without limitations acts of God, acts of the other party, acts of civil or
military authority including governmental priorities, fires, floods, epidemics,
wars and riots) and which cannot be overcome by diligence, the party affected
shall be excused from such performance to the extent that it is necessarily
prevented or delayed thereby during the continuance of any such happening or
event, and the corresponding agreement shall be deemed suspended so long as the
extent that any such cause prevents or delays its performance; provided,
however, that after sixty (60) cumulative days of such suspension on the part of
one party, the other party may at its discretion terminate without liability its
obligations under the corresponding agreement to the extent that the affected
party's performance has been prevented or delayed. In order to obtain a
suspension under this section, the party delayed shall send written notice of
the delay and the reason therefore to the other party within five (5) business
days from the time the party delayed, knew the force majeure in question.

14.  ENFORCEABILITY

    14.1  No delay or failure of either party in exercising any right hereunder
          and no partial or single exercise hereof shall be deemed to constitute
          the waiver of such right or any other rights hereunder.

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    14.2  If any provisions of this Master Agreement or attached sub-agreements
          shall become inoperative or unenforceable as applied in a particular
          case or becomes in conflict with any other provisions hereof, such
          circumstances shall not have the effect of rendering the provision in
          question invalid, inoperative or unenforceable in any other case or
          circumstance. The invalidity of any one or more phrases, sentences,
          clauses or sections contained in this Master Agreement or attached
          sub-agreements or any part thereof shall not effect the enforceability
          of the remainder of the Master Agreement or attached sub-agreements.

15.  ABSENCE OF LITIGATION

There are no pending or threats of actions or proceedings before any court or
administrative agency which may adversely affect either party's ability to
perform their obligations in accordance with this Master Agreement or attached
sub-agreements.

16.  INFORMATION

Each party agrees to provide upon request of the other party financial
information and other information such as may be reasonably required in order
for the requesting party to determine the financial responsibility and stability
of the other party.

17.  LIMITED LIABILITY

Neither party shall be liable for consequential damages (including but not
limited to lost profits) with respect to the Master Agreement or related
sub-agreements or any portions thereof.

18.  GOVERNING LAW

The laws of the State of Delaware without regard to its conflict of laws
principles shall govern with respect to this Master Agreement or related
sub-agreements and any questions which may arise under this Master Agreement.

19.  DISPUTE RESOLUTION

    19.1  If a dispute arises between the parties during the duration of this
          Master Agreement or any attached sub-agreement, the parties agree to
          the following dispute resolution procedure:

          (a) Either party will provide written notice to the other of the
              dispute.

          (b) The Group Vice President of Fasson and the Vice President, CFO of
              Nashua shall meet within ten (10) business days in a good faith
              attempt to resolve the dispute, or mutually agree upon an action
              plan to resolve the dispute.

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          (c) If a resolution to the dispute or a mutually agreeable action plan
              is not received within ten (10) business days of the meeting
              referenced in subsection (b) above, then either party may request
              an escalation to the next level review.

          (d) The dispute is then brought to the attention of the President of
              each respective company. The Presidents shall meet within ten (10)
              business days in an attempt to resolve the dispute or mutually
              agree upon an action plan to resolve the dispute.

          (e) If a resolution to the dispute or a mutually agreeable action
              plan is not received within ten (10) business days from the date
              of the meeting of the Presidents, then either party may proceed
              to the next step.

    19.2  If the dispute is not resolved in accordance with paragraph 19.1
          above, then the matter will be submitted to the American Arbitration
          Association (AAA) for resolution (including, if applicable, a
          determination as to the proper damages for the breach of the Master
          Agreement or attached sub-agreements, subject to the terms of this
          Agreement and the attached sub-agreements). The Master Agreement and
          the attached sub-agreements will remain in effect during the time the
          arbitration proceeding is in process. Termination of the Master
          Agreement and any of the attached sub-agreements can only be made
          pursuant to the terms of those agreements.

    19.3  Arbitration will be held in Philadelphia, Pennsylvania under the
          common arbitration rules and expedited arbitration practices of the
          AAA. There will be one arbitrator who will have the authority to
          resolve all disputes and matters relating to the Master Agreement and
          attached sub-agreements. The decision of the arbitration shall be
          binding on both parties and may be recorded and enforced in the
          appropriate federal courts.

20.  INTERPRETATION AND PRECEDENCE OF AGREEMENTS

If there is an issue of interpretation or conflict in the terms and conditions
among and between the terms and conditions of the Master Agreement or any
attached sub-agreement, the following precedence process is to be utilized:

     (a)  Each attached sub-agreement's terms and conditions only apply to any
          activity under that specific sub-agreement and are not to be
          considered in any interpretation of any other sub-agreement.

     (b)  If an issue arises between interpretation of an attached sub-agreement
          and the Master Agreement, the Master Agreement takes precedence and
          must be considered in any interpretation of any specific
          sub-agreement.


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21.  INTEGRATION

This Master Agreement and the attached sub-agreements set forth the complete and
exclusive agreement and understanding of the parties relating to the subject
matter contained herein and therein and merges all prior communication between
them.

22.  HEADINGS

The headings to the various provisions of this Master Agreement and attached
sub-agreements are for reference purposes only and shall not be construed as
affecting the meaning or interpretation of this Master Agreement or attached
sub-agreements.

23.  COUNTERPARTS

This Master Agreement and attached sub-agreements may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have as of the Effective Date duly
executed this Master Agreement, in duplicate, by their respective representative
thereunto duly authorized.

NASHUA CORPORATION                          FASSON ROLL NORTH AMERICA,
                                            A DIVISION OF AVERY DENNISON
                                            CORPORATION

By: /s/ Andrew B. Albert                    By: /s/ Christian A. Simcic
   -----------------------------------         ---------------------------------
  Name:  Andrew B. Albert                     Name:  Christian A. Simcic
  Title: Chairman, President and Chief        Title: Group Vice President
         Executive Officer                           Fasson Roll Worldwide

Date:  July 6, 2001                         Date:  July 6, 2001




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