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                                 Exhibit 10.24


                               FIRST AMENDMENT TO
                          LOAN AND SECURITY AGREEMENT

     This First Amendment (the "First Amendment"), dated April 17, 2000, is
between U.S. Bank National Association (the "Bank") and Geographics, Inc. (the
"Borrower").


                                    RECITALS

     WHEREAS, Bank and Borrower are parties to a Loan and Security Agreement
dated December 22, 1999 (the "Loan Agreement"); and

     WHEREAS, Bank and Borrower desire to amend the Loan Agreement as provided
herein.


                                   AGREEMENT

     NOW, THEREFORE, the Bank and Borrower hereby agree as follows:

     1. Definitions.

     (a) Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Loan Agreement.

     (b) "Revolving Note" shall mean Borrower's promissory note, substantially
in the form attached hereto as Exhibit A.

     2. Revolving Credit Facility. Section 2.1 of the Loan Agreement is amended
to delete "Seven Million Five Hundred Thousand and no/100 Dollars
($7,500,000.00)" and replace it with of "Nine Million Five Hundred Thousand and
no/100 Dollars ($9,500,000.00)."

     3. Unused Line Fee. Section 2.23 of the Loan Agreement is amended to delete
"$7,500,000.00" and replace it with of "$9,500,000.00."

     4. Collateral Obligation Ratio. Section 4 of the Loan Agreement is hereby
amended and restated in its entirety as follows:

                         4. COLLATERAL OBLIGATION RATIO

          Without Bank's written consent, Borrower shall not at any time permit
     the sum of the aggregate amount of those Obligations reflected by the loan
     account ledger for The Revolving Credit Facility plus all Letter of Credit
     Liabilities to exceed the lesser of $9,500,000.00 or the total sum of:
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          4.1 Seventy-five percent (75%) of the amount owing on Qualified
     Accounts (after deducting payments on Qualified Accounts which are in the
     process of collection by the Bank); plus

          4.2 Fifty percent (50%) of Qualified Inventory at cost or wholesale
     market value, whichever is lower, up to a maximum of $3,500,000.00; plus

          4.3 Fifty percent (50%) of the face amount of outstanding import
     letters of credit issued by the Bank, on behalf of Borrower, to secure the
     purchase price of inventory purchased from Shern Diau, or other vendors
     approved by the Bank, for Borrower's "Geofile" product line, provided that
     Borrower shall not include in Qualified Inventory any of the purchased
     inventory relating to any letter of credit included in this Section 4.3;
     plus

          4.4 the Real Estate Sublimit; less

          4.5 the Reserves for Returns; less

          4.6 such reserves as Bank, in its sole discretion, deems necessary or
     appropriate, taking into account the Borrower's and Borrower's Customers'
     financial condition and prospects, the nature and condition of the
     Collateral, applicable contingencies and any other factor deemed material
     by Bank.

          In addition to other required payments, Borrower shall pay Bank, in
     reduction of the Obligations owing to Bank at any time, such sums as may be
     necessary from time to time to maintain the foregoing ratios and to comply
     with the foregoing advance limits. Such ratio is stated only for the
     purpose of advances under this Agreement and not for valuation of the
     Collateral.

          The "Real Estate Sublimit" shall be $1,000,000. However, if Borrower
     meets the Real Estate Sublimit Conditions, then the Real Estate Sublimit
     shall increase to the lesser of (a) $2,400,000.00 or (b) 75% of the
     appraised value of the Blaine Property.

          "Real Estate Sublimit Conditions" shall mean:

          (a) as of March 31, 2000, Borrower's EBITDA for the fiscal hear ending
     on such date is equal to or greater than $2,500,000;

          (b) as of March 31, 2000, Borrower's ratio of total liabilities to Net
     Worth is less than 2.25 to 1; and


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          (c) Borrower, at Borrower's expense, obtains and provides the Bank
     with the following, each of which is in form and substance satisfactory to
     the Bank:

               (i) an ALTA survey from a surveyor licensed in Washington showing
     the boundaries of the Blaine Property, the legal description of the Blaine
     Property, the means of ingress to and egress from the Blaine Property, all
     improvements on the Blaine Property, the flood plain status of the Blaine
     Property, and all easements and encroachments affecting the Blaine
     Property;

               (ii) a flood plain certification for the Blaine Property;

               (iii) Environmental Assessments of the Borrower's Blaine
     Property, which Environmental Assessments shall meet ASTM E1527-97 Standard
     Practice for Phase 1 Environmental Site Assessments, and Bank's
     satisfaction with such assessments; and

               (iv) a real estate appraisal of the Blaine Property, established
     from a written report prepared in accordance with the Uniform Standards of
     Appraisal practice by an appraiser acceptable to Bank "

     5. Net Worth. Section 7.26 of the Loan Agreement is hereby amended to
delete "$5,500,000" and replace it with "$8,500,000.00."

     6. Locations of Collateral. Schedule 6.3 of the Loan Agreement is hereby
amended to add the following location of Collateral: Parchment Presentation
Products, Corp., 595 Middlefield Road, Unit 20, Scarborough, Ontario, MlV 3S2;
Rediform Dallas, 555 Airline Drive, Coppell, TX 75019.

     7. Purchase of Assets. Bank hereby consents to Borrower's acquisition of
substantially all of the assets of thc Consumer Products Group of the
Communication Papers Division of Domtar Inc. (the "Domtar Assets").

     8. Conditions to Effectiveness of this Agreement. This First Amendment
shall not be effective until this First Amendment shall have been fully executed
and delivered to Bank and Bank shall have received the following in form and
substance satisfactory to Bank.

               (a) Revolving Note:

               (b) Amendment to Borrower's Deed of Trust in favor of Bank:


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               (c) An endorsement to the title insurance policy on thc Blaine
          Property which brings down the effective date of the policy and
          acknowledges the Amendment to the Deed of Trust;

               (d) Documents relating to the acquisition of the Domtar Assets,
          in form and substance satisfactory to the Bank;

               (e) Evidence of injection of equity into Borrower in the amount
          of at least $3,000,000, including copies of all documents relating to
          such investment, and Bank's satisfaction with the terms of such
          documents;

               (f) Corporate Resolutions of Borrower authorizing this First
          Amendment accompanied by an Officer's Certificate signed by an officer
          of Borrower;

               (g) Documents necessary to perfect the Bank's security interest
          in Borrower's Collateral located in Canada;

               (h) Current list of all of Borrower's federally registered
          patents, trademarks, copyrights and licenses; and

               (i) Evidence of insurance.

     9. Effect of First Amendment. Except as amended hereby, the Loan Agreement
shall remain in full force and effect.

     10. Attorneys' Fees. The Borrower agrees to pay all reasonable attorneys'
fees of Bank relating to this Amendment and all amendments, modifications and
supplements hereto.

     11. Law Governing. This Amendment shall be governed by the laws of the
State of Wisconsin.

     12. Binding Effect. This Amendment shall be binding upon the parties hereto
and their respective successors and assigns.


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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

                                    BORROWER:

                                    Geographics, Inc.

                                    By: /s/ James L. Dorman
                                        ----------------------------------------
                                        James L. Dorman, Chief Executive Officer


                                    BANK:

                                    U.S. Bank National Association

                                    By: /s/ Dennis J. Ciche
                                        ----------------------------------------
                                        Dennis J. Ciche, Vice President


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                                   EXHIBIT A


                                 REVOLVING NOTE

Dated: as of April 17, 2000                     Executed at Milwaukee, Wisconsin
Stated Principal: $9,500,000


     FOR VALUE RECEIVED. Geographics, Inc., a Wyoming corporation ("Borrower"),
hereby promises to pay to the order of U.S. Bank National Association, its
successors and assigns (the "Lender") at its Milwaukee office at 201 West
Wisconsin Avenue, Milwaukee, Wisconsin 53259, the principal sum of Nine Million
Five Hundred Thousand Dollars ($9,500,000.00) or the aggregate unpaid principal
amount of all advances made by the Lender hereunder pursuant to the Loan
Agreement hereinafter referred to, whichever is less, and to pay interest from
the date hereof on the unpaid balances hereof at the rate and at the times
provided in the Loan Agreement hereinafter referred to. All principal and
accrued but unpaid interest shall be due and payable on the Termination Date (as
defined in the Loan Agreement).

     All payments received hereunder shall be applied first to interest accrued
and unpaid to date of receipt and then to repay principal.

     No deferral of time of payment shall be valid unless the holder consents in
writing and if such deferral is granted, the deferred balance including interest
thereon at the rate applicable hereunder after default shall be an additional
obligation under this Note. The undersigned and each endorser and guarantor
hereby waives presentment, protest, and notice of dishonor and give consent to
the holder to extend time and to compound, release or delay enforcement of
rights against the undersigned or the security.

     This Note is the Revolving Note referred to in the Loan and Security
Agreement dated as of the date hereof, between the undersigned and the Lender
(as the same may be amended, modified, supplemented or restated from time to
time, the "Loan Agreement"). This Note may be paid in full only upon payment of
the prepayment premium, if any, called for in the Loan Agreement. This Note is
secured by certain collateral referred to in the Loan Agreement.

     This Note is given in substitution and replacement for that certain
Revolving Note in the original principal amount of Seven Million Five Hundred
Thousand Dollars ($7,500,000.00), dated as of December 22, 1999 (the "Prior
Note"), executed by the Borrower in favor of Lender. The Borrower hereby
acknowledges and agrees that the indebtedness evidenced by the Prior Note has
not been repaid or extinguished and that the execution hereof does not
constitute a novation of the Prior Note.

                                    GEOGRAPHICS, INC.,
                                    a Wyoming corporation


                                    By: /s/ James L. Dorman
                                       -----------------------------------------
                                       James L. Dorman
                                       Chief Executive Officer