EMPLOYMENT AGREEMENT


         AGREEMENT, dated February __, 1999 and made effective as of the 1st day
of January 1999, among Carlyle Industries, Inc., a Delaware corporation having
its principal office at One Palmer Terrace, Carlstadt, New Jersey 07072 (the
"Corporation"), and Robert Levinson residing at 1035 Fifth Avenue, New York, NY
10028 (the "Executive").


                              W I T N E S S E T H:

         WHEREAS, the Corporation wishes to employ the Executive and Executive
wishes to accept employment by the Corporation.

         WHEREAS, this Agreement is intended to help assure a continuing
dedication by the Executive to his duties to the Corporation.

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

         1.       EMPLOYMENT AND DUTIES.

                  (a) The Corporation hereby employs the Executive, and the
Executive hereby agrees to serve, as the Chairman of the Board of Directors of
the Corporation ("Chairman") and to perform such duties as may from time to time
be appropriate to and consistent with the By-Laws of the Corporation and his
position as the Chairman of the Corporation.

                  (b) The Executive agrees to devote that portion of his
business time to the business and affairs of the Corporation as is reasonably
necessary for the performance of his duties hereunder.

                  (c) As used in this Agreement, the term "Affiliate" means a
person that directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the person referred to.

                  (d) The Executive agrees to accept the payments to be made to
him under this Agreement as full and complete compensation

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for the services required to be performed by him under this Agreement.

                  (e) The Executive shall not be required to relocate
permanently more than 60 miles from his current residence. The Executive
acknowledges, however, that significant domestic and international travel may be
required as part of his duties hereunder; and the Executive agrees to undertake
such travel as may be reasonably required by the business of the Corporation
from time to time.

         2.       TERM.

                  This Agreement shall commence on January 1, 1999 and shall
continue for a period of one year (the "Term of Employment"). The Term of
Employment shall be automatically renewed annually, unless the Executive or the
Corporation gives not less than thirty (30) days written notice to the other at
any time after December 1, 1999.

         3.       COMPENSATION.

                  (a) The Corporation agrees to pay the Executive a base salary
at the rate of One Hundred Fifty Thousand Dollars ($150,000) per annum (the
"Base Salary"), payable in accordance with the Corporation's payment practices
with respect to its executive officers as such practices may exist from time to
time, or in such other manner as mutually agreed upon by the parties hereto. The
Corporation agrees to review the Salary of the Executive on or about each
January 1 during the Term of Employment; but nothing herein shall be deemed to
obligate the Corporation to increase the Salary at any such time or at any other
time. In no event shall the Corporation decrease the Salary without the consent
of the Executive.

                  (b) All compensation pursuant to this Agreement shall be
subject to reduction by the amount of all applicable withholding, social
security and other similar Federal, state and local taxes and deductions.

                  (c) This Agreement shall not be deemed abrogated or terminated
if the Corporation, in its discretion, shall determine to increase the
compensation of the Executive for any period of time, or if the Executive shall
accept such increase, but nothing shall be deemed to obligate the Corporation to
make such increase.

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         4.       FRINGES.

                  (a) The Corporation shall reimburse the Executive for all
expenses reasonably incurred by him in connection with the performance of his
duties hereunder and the business of the Corporation, upon the submission to the
Corporation of appropriate vouchers therefor in accordance with the
Corporation's general practice.

                  (b) The Corporation shall have the right from time to time to
purchase, modify or terminate insurance policies on the life of the Executive
for the benefit of the Corporation, in such amounts as the Corporation shall
determine in its sole discretion.

         5.       TERMINATION.

                  Notwithstanding any provision of this Agreement to the
contrary, the Executive's employment hereunder may be terminated prior to the
expiration of the Term of Employment under the following circumstances:

                           (i)      In the event of the death or adjudicated
incompetency of the Executive during the Term of Employment, this Agreement and
all benefits payable hereunder shall terminate on the last day of the month in
which such death or adjudication of incompetency of the Executive shall occur.

                           (ii)     If the Executive, because of illness, injury
or other incapacitating condition, is unable to perform the services required to
be performed by him under this Agreement for a period or periods aggregating
more than one hundred twenty (120) days in any twelve (12) consecutive months or
for a period of one hundred twenty (120) consecutive days during the Term of
Employment, then the Board of Directors of the Corporation, in its sole
discretion, may terminate this Agreement by giving notice thereof to the
Executive and this Agreement and all benefits payable hereunder shall terminate
upon the date of such notice.

                           (iii)    The Corporation may terminate the
Executive's employment at any time for Cause. For purposes of this Agreement,
the term "Cause" shall mean: (v) gross negligence of the Executive in the
performance of his duties which has a material adverse effect on the
Corporation, (w) willful neglect of his duties, (x) dishonesty on the part of
the Executive, (y) willful disobedience

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or material breach by the Executive of any of the Corporation's written rules,
instructions or orders (as are consistent with generally accepted good corporate
practices and will not unreasonably interfere with the Executive's authority to
operate the Business as set forth in Section 1(a) hereof) or (z) the Executive's
willful and material breach of any of the covenants in Sections 1 and 9 hereof
contained. Any termination of the Executive's employment for Cause as defined in
the preceding clauses (w), (y) and (z) shall be on thirty (30) days prior
written notice and then only if within such thirty (30) days period the Cause
for such termination continues substantially unabated; provided, however, that
the Executive shall be entitled to only one such thirty (30) day notice for each
Cause specified in such notice. Nothing in this Agreement shall be deemed to
justify termination of the Executive's employment by the Corporation for Cause
solely because the Corporation is dissatisfied with the quality of the
Executive's performance of his duties hereunder. The Corporation shall in all
cases have the burden of proving all facts and circumstances sufficient to
justify termination for Cause.

                           (iv)     Upon any termination of the Executive's
employment under paragraphs (i), (ii) or (iii) above, the Executive shall be
entitled to receive solely the amount to be paid or provided by the Corporation
under paragraph 3(a) of this Agreement up to the date of such termination.

         6.       TERMINATION WITHOUT CAUSE.

                  In the event that the Corporation terminates the Executive's
employment hereunder other than for Cause (in which event Section 5 shall
apply), the Corporation shall, notwithstanding such termination, in
consideration for all the undertakings and covenants of the Executive contained
herein, continue to pay the Executive the Base Salary for a period equal to the
remainder of the Term of Employment (assuming the Executive's employment had not
terminated) in accordance with the same payment schedule as would have been
applicable if Executive had been employed by the Corporation during such period.

         7.       PARACHUTE PAYMENT UPON CHANGE IN CONTROL.

                  In the event of a Change in Control of the Corporation
("Change in Control"), without the written consent of the Executive, at any time
during the Term of Employment and the

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executive's employment with the business now operated by the company terminates
for any reason other than "discharge for cause", whether voluntarily at the
election of the executive or for any other reason, including constructive
discharge within 180 days after date of the Change of Control, the Corporation
will pay to the Executive as compensation for services rendered, beginning not
later than the fifth business day following completion of the "Parachute
Procedure" (as hereinafter defined) if the Corporation elects to follow such
procedure and not later than the fifteenth day after the date of the termination
of employment otherwise:

                  (a)     The Executive's Base Salary through the Date of the
Change in Control for the fiscal year in which the Change in Control occurs in
accordance with any arrangements then existing with the Executive and
proportionate to the period of the fiscal year which has expired prior to the
Change in Control; and

                  (b)     A lump sum severance payment equal to 2.99 times the
Executive's average annual compensation during the Base Period (as hereinafter
defined) (subject to any applicable payroll or other taxes and charges required
to be withheld computed at the rate for supplemental payments) provided that in
no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the
Executive's "Base Amount," as such term is defined in Section 280G of the
Internal Revenue Code (the "Code"). The Executive's Base Amount shall be
determined in accordance with temporary or final regulations promulgated under
Section 280G of the Code then in effect, if any. In the absence of such
regulations, if the Executive was not employed by the Corporation (or any of its
subsidiaries and other Affiliates within the meaning of Section 1504 of the Code
or a predecessor of the Corporation) during the entire five calendar years (the
"Base Period") preceding the calendar year in which the Change in Control of the
Corporation occurred, the Executive's average annual compensation for the
purposes of such determination shall be the lesser of (1) the average of the
Executive's annual compensation for the complete calendar years during the Base
Period during which the Executive was so employed or (2) the average of the
Executive's annual compensation for both complete and partial calendar years
during the Base Period during which the Executive was so employed, determined by
annualizing any compensation (other than nonrecurring items) includible in the
Executive's gross income for any partial calendar year or (3) the annual average
of the Executive's total compensation for the Base Period during which the
Executive was so employed, determined by dividing such total

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compensation by the number of whole and fractional years included in the Base
Period. Compensation payable to the Executive by the Corporation or any
subsidiary or Affiliate or predecessor of the Corporation shall include every
type and form of compensation includible in the Executive's gross income in
respect of the Executive's employment by the Corporation or any subsidiary or
Affiliate or predecessor of the Corporation, including compensation income
recognized as a result of the Executive's exercise of stock options or sale of
the stock so acquired, except to the extent otherwise provided in temporary or
final regulations promulgated under Section 280G of the Code and any temporary
or final regulation promulgated thereunder, subject to the limitation stated in
Section 7 (c) below; and

                  (c)     (i) Notwithstanding anything to the contrary contained
herein, in the event that any portion of the aggregate payments and benefits
(the "Total Payments") received or to be received by the Executive, whether paid
or payable pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Corporation, a subsidiary or any other person
or entity, would not be deductible in whole or in part by the Corporation, a
subsidiary or by such other person or entity in the calculation of its Federal
income tax by reason of Section 280G of the Code, the Total Payments payable
shall be reduced by the least amount necessary so that no portion of the Total
Payments would fail to be deductible by reason of being an "excess parachute
payment."

                          (ii)      At the option of the Corporation, no
payments shall be made pursuant to this section until the procedure described in
this Section 7 (c) (ii) is completed (the "Parachute Procedure"). If the
Corporation elects to comply with such procedure, the Corporation shall cause
its independent auditors to deliver to the Executive, within fifteen (15) days
after the Date of the Change in Control, a statement which shall indicate
whether payment to the Executive of the Total Payments would cause any portion
of the Total Payment not to be deductible in whole or part in the calculation of
Federal income tax by reason of Section 280G of the Code, or would cause,
directly or indirectly, an "excess parachute payment" to exist within the
meaning of Section 280G of the Code. Such statement shall set forth the value,
calculated in accordance with the principles of Section 280G of the Code and any
temporary or final regulations promulgated thereunder, of any non-cash benefits
or any deferred or contingent payment or benefit payable pursuant to the terms
of this Agreement or any other plan,

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arrangement or benefit, together with sufficient information to enable the
Employer to determine the payments that may be made to the Executive without
resulting in a loss of deduction under Section 280G of the Code or an "excess
parachute payment" to the Executive within the meaning of Section 280G of the
Code. The Corporation warrants to the Executive the accuracy of all information
and calculation supplied to the Executive in such statement. If such statement
indicates that payment of the Total Payments would result in a loss of a
deduction by reason of Section 280G of the Code or would cause an "excess
parachute payment" to exist within the meaning of Section 280G of the Code, the
Executive shall, within thirty (30) days after receipt of the statement, deliver
to the Corporation a statement indicating which of the payments and benefits
specified in such auditor's statement the Executive elects to receive; provided,
however, that the payments and benefits selected by the Executive shall not
result in a loss of deduction under Section 280G of the Code or an "excess
parachute payment" to the Executive within the meaning of Section 280G of the
Code and, provided, further, however, that if the Corporation does not comply
with the Parachute Procedure, it shall deliver the payments required by this
Section 7 within fifteen (15) days after the Date of the Change in Control.
Delivery of the statement by the Executive to the Corporation shall constitute
completion of the Parachute Procedures; and

                  (d)     The Corporation shall contest any improper assessment
of an excise or other tax imposed as a result of determination that an "excess
parachute payment" has been made to the Executive within the meaning of Section
280G of the Code. If it is established pursuant to a final determination of a
court of competent jurisdiction or an Internal Revenue Service proceeding that
an "excess parachute payment" does in fact exist, within the meaning of Section
280G of the Code, then the Executive shall pay to the Corporation, upon demand,
an amount not to exceed the sum of (i) the excess of the aggregate Total
Payments over the aggregate Total Payments that would have been paid without any
portion of such payment being deemed an "excess parachute payment" within the
meaning of Section 280G of the Code and (ii) interest on the amount set forth in
clause (i) above at the applicable federal rate specified in Section 1274(d) of
the Code from the date of receipt by the Executive of such excess until the date
of such repayment.

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                  (e)     For purposes hereof, a "Change in Control" of the
Corporation shall be deemed to have occurred upon and only upon the occurrence
of any of the following events:

                          (i)       A change in control of the direction and
administration of the Corporation's business of a nature that if any securities
of the Corporation were registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), would be required to be reported in response to
(a) Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange
Act, or (b) Item 1(a) of Form 8-K under the Exchange Act as each is in effect on
the date hereof and any successor provision of such regulations under the
Exchange Act, whether or not the Corporation is then subject to such reporting
requirements provided that a distribution by Noel of the Corporation's preferred
stock owned by it to is stockholders, or any other disposition of such preferred
stock by Noel Group, Inc. ("Noel"), as described in Section 7(e)(iv) shall not
be deemed a Change in Control; or

                          (ii)      Any "person" or "group" not including the
Executive or members of his family (as such term is used in connection with
Section 13(d) and 14(d)(2) of the Exchange Act) but excluding any employee
benefit plan of the Corporation or any "affiliate" or "associate" of the
Corporation (as defined in Regulation 12b-2 under the Exchange Act) (A) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing
fifty percent (50%) or more of the combined voting power of the Corporation's
outstanding securities then entitled ordinarily (and apart from rights accruing
under special circumstances) to vote for the election of directors or (B)
acquires by proxy or otherwise 50% or more of the combined voting securities of
the Corporation having the right to vote for the election of directors of the
Corporation, for any merger or consolidation of the Corporation, for the
election of Directors, or for any other matter; or

                          (iii)     During any period of twenty-four (24)
consecutive months, the individuals who at the beginning of such period
constitute the Board of Directors of the Corporation or any individuals who
would be "Continuing Directors" (as hereinafter defined) cease for any reason to
constitute at least a majority thereof; or

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                          (iv)      Noel shall sell, transfer or assign to, or
enter into an agreement to sell, transfer or assign, with any person, not an
affiliate of Noel Group, Inc. that number of shares of the Corporation's
preferred stock which constitutes more than fifty percent (50%) of the combined
voting rights of the Corporation's preferred stock and common stock; or

                          (v)       There shall be consummated (A) any
consolidation, merger or recapitalization of the Corporation or any similar
transaction involving the Corporation, whether or not the Corporation is the
continuing or surviving corporation, pursuant to which shares of the
Corporation's common stock, par value $.01 per share ("Common Stock"), would be
converted into cash, securities or other property, other than a merger of the
Corporation in which the holders of Common Stock immediately prior to the merger
have the same proportion and ownership of common stock of the surviving
corporation immediately after the merger, (B) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Corporation or (C) the adoption of a
plan of complete liquidation of the Corporation (whether or not in connection
with the sale of all or substantially all of the Corporation's assets ) or a
series of partial liquidations of the Corporation that is DE JURE or DE FACTO
part of a plan of complete liquidation of the Corporation; provided, that the
divestiture of less than substantially all of the assets of the Corporation in
one transaction or a series of related transactions, whether effected by sale,
lease, exchange, spin-off, sale of the stock or merger of a subsidiary or
otherwise, or a transaction solely for the purpose of reincorporating the
Corporation in another jurisdiction, shall not constitute a "Change in Control";
or

                          (vi)      The Board of Directors of the Corporation
shall approve any merger, consolidation or like business combination or
reorganization of the Corporation, the consummation of which would result in the
occurrence of any event described in Section 8 (e) (i), (ii) or (v) above.

                          (vii)     For purposes of Section 8 (e) (iii),
"Continuing Directors" shall mean the directors of the Corporation in office on
the date hereof and any successor to any such director and any additional
director who after the date hereof (A) was nominated or selected by a majority
of the Continuing Directors in office at the time of his nomination or selection
and 

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(B) who is not an "affiliate" or "associate" (as defined in Regulation 12b-2
under the Exchange Act) of any person who is the beneficial owner, directly or
indirectly, of securities representing ten percent (10%) or more of the combined
voting power of the Corporation's outstanding securities then entitled
ordinarily to vote for the election of directors.

         8.       EXECUTIVE'S COVENANTS.

                  (a)     The Executive acknowledges that (i) the Business
involves researching, designing, developing, acquiring, assembling, packaging,
selling and distributing buttons and a variety of other products; (ii) the
Business is conducted in the United States and marketed in the United States and
elsewhere, and (iii) his work for the Corporation has heretofore given him, and
will continue to give him, trade secrets of and confidential information
concerning the Business and the Corporation; (iv) the agreements and covenants
contained in this Section 8 are essential to protect the Business and goodwill
of the Corporation; and (v) he has means to support himself and his dependents
other than by engaging in the Business and the provisions of this Section 8 will
not impair such ability. Accordingly, the Executive covenants and agrees, as
follows:

                          (i)       During the Term of Employment (as defined
below), the Executive shall not in the United States or elsewhere, directly or
indirectly, (i) engage in any business competitive with the Business or market
any products or services competitive with any products or services which were in
development, developed, manufactured and/or sold by the Business within five
years prior to the date hereof or any product or services which are in
development, developed, manufactured and/or sold by the Business at any time
during that portion of the Term of Employment that the Executive is employed by
the Corporation (the "Competitive Products") for his own account; (ii) enter the
employ of, or render any services to, any person engaged in such activities; or
(iii) become interested in any such person in any capacity, including, without
limitation, as an individual, partner, shareholder, officer, director,
principal, agent, trustee or consultant; provided, however, he may own, directly
or indirectly, solely as an investment, securities of any person traded on any
national securities exchange if he is not a controlling person of, or a member
of a group which controls, such person and does not, directly or indirectly, own
1% or more of any class of securities of such person.

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                          (ii)      During and after the Term of Employment, the
Executive shall keep secret and retain in strictest confidence, and shall not
use for the benefit of himself or others, all confidential matters of the
Corporation and its subsidiaries and other Affiliates, including, without
limitation, "know-how", trade secrets, customer lists, details of client or
consultant contracts, pricing policies, operational methods, marketing plans or
strategies, product development techniques or plans, business acquisition plans,
new personnel acquisition plans, methods of manufacture, technical processes,
designs and design projects, inventions and research projects of the Corporation
or any of their Affiliates in connection with the Business, learned by him
heretofore or hereafter, unless such confidential matters become known to the
public through no fault of the Executive; nor may he exploit for his own benefit
or the benefit of others personal relationships with customers or suppliers of
the Corporation or any of their Affiliates in connection with the Business,
formed heretofore or hereafter in connection with any product competitive with
the Competitive Products. Notwithstanding the foregoing, customer lists of the
Corporation and their subsidiaries and other Affiliates cease to be confidential
information upon the termination of the Executive's employment by the
Corporation without cause prior to the expiration of the Term of Employment.

                          (iii)     All memoranda, notes, lists, records and
other documents or papers (and all copies thereof), including such items stored
in computer memories, on microfiche or by any other means, made or compiled by
or on behalf of the Executive, or made available to him relating to the
Corporation or the Business, are and shall be the property of the Corporation
and shall be delivered to the Corporation promptly upon the termination of his
employment with the Corporation or at any other time on request.

                          (iv)      During the Term of Employment and for a
period of one year thereafter, the Executive shall not, directly or indirectly,
hire or solicit any employee of the Corporation, any one who was an employee of
the Corporation or any of their Affiliates in connection with the Business, at
any time during the Term of Employment or the two years immediately preceding
the termination of the Term of Employment, or encourage any current employee of
the Corporation to leave such employment.

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                          (v)       During the Term of Employment, the Executive
shall not, directly or indirectly, hire or solicit in connection with any
Competitive Product any consultant or sales representative then, or at any time
during the Term of Employment or two years immediately preceding the termination
of the Term of Employment, doing business with the Corporation or any of their
Affiliates in connection with the Business, or encourage any such current
consultant or sales representative to terminate such relationship.

                  (b)     If such Executive breaches, or threatens to commit a
breach of, any of the provisions of Section 8 (a) (the "Restrictive Covenants"),
the Corporation shall have the following rights and remedies, each of which
rights and remedies shall be independent of the others and severally
enforceable, and each of which is in addition to, and not in lieu of, any other
rights and remedies available to the Corporation under law or in equity:

                          (i)       The right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it being
agreed that any breach or threatened breach of the Restrictive Covenants would
cause irreparable injury to the Corporation and that money damages would not
provide an adequate remedy to the Corporation.

                          (ii)      The right and remedy to require the
Executive to account for and pay over to the Corporation all compensation,
profits or other benefits derived or received by him as the result of any
transactions constituting a breach of the Restrictive Covenants.

                          (iii)     The Term of Employment shall be extended for
a period equal to the period Executive has been found by a court of competent
jurisdiction or arbitrator to have been in violation of the applicable
Restrictive Covenant which extension shall begin to run after the date of entry
of final judgment enforcing such provision and the time for appeal has lapsed.

                  (c)     The Executive acknowledges and agrees that the
Restrictive Covenants are reasonable and valid in geographical and temporal
scope and in all other respects. The Executive acknowledges and agrees that the
Restrictive Covenants are intended to be supplemental and additional to, and not
in derogation of, any property rights the Corporation may have. If any court
determines that any of the Restrictive Covenants, or any

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part thereof, is invalid or unenforceable, the remainder of the Restrictive
Covenants shall not thereby be affected and shall be given full effect, without
regard to the invalid portions.

                  (d)     If any court determines that any of the Restrictive
Covenants, or any part thereof, is unenforceable because of the duration or
geographic scope of such provision, such court shall have the power to reduce
the duration or scope of such provision, as the case may be, and, in its reduced
form, such provision shall then be enforceable.

                  (e)     The Executive intends to and hereby confers
jurisdiction to enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographical scope of such Covenants. If the courts of
any one or more of such jurisdictions hold the Restrictive Covenants
unenforceable by reason of the breadth of such scope or otherwise, it is the
intention of the Corporation and the Executive that such determination not bar
or in any way affect the Corporation's right to the relief provided above in the
courts of any other jurisdiction within the geographical scope of such
Covenants, as to breaches of such Covenants in such other respective
jurisdictions, such Covenants as they relate to each jurisdiction being, for
this purpose, severable into diverse and independent covenants.

         9.       NOTICES.

                  All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given if the same shall be in
writing and shall be delivered or sent by registered or certified mail, postage
prepaid, and addressed as set forth below:

         (a)      If to Corporation:    Carlyle Industries, Inc.
                                        One Palmer Terrace
                                        Carlstadt, New Jersey  07072
                                        Attention:  Ed Cooke, CFO

         (b)      with a copy to:       Bryan Cave LLP
                                        245 Park Avenue
                                        New York, New York 10167
                                        Attention:  Peter A. Eisenberg

         (c)      If to Executive:      Robert Levinson
                                        1035 Fifth Avenue
                                        New York, NY  10028

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Any such notice shall be effective upon receipt. Either party may change the
address to which notices are to be addressed by giving the other party notice in
the manner herein set forth.

         10.      ENTIRE AGREEMENT.

                  This Agreement embodies the entire agreement of the parties
with respect to the subject matter hereof. It may not be changed except by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.

         11.      WAIVERS.

                  The waiver by the Corporation of a breach of any provision of
this Agreement by the Executive shall not operate or be construed as a waiver of
any other or subsequent breach by the Executive.

         12.      GOVERNING LAW.

                  This Agreement shall be subject to, and be governed by, the
internal laws of the State of New York applicable to agreements made and to be
performed entirely within such State, without giving effect to conflicts of laws
principles thereof.

         13.      BINDING EFFECT.

                  The rights and obligations of the Corporation under this
Agreement shall inure to the benefit of and shall be binding upon any successor
to the Corporation or to the Business. Neither this Agreement nor any rights or
obligations of the Executive hereunder shall be transferable or assignable by
the Executive.

         14.      ATTORNEYS' FEES. 

                  If there is any litigation or arbitration arising out of this
Agreement, the non-prevailing party shall reimburse the prevailing party for its
reasonable attorneys' fees and expenses and court costs incurred in such
litigation or arbitration.


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

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         The payment and performance of all of the Corporation's obligations
hereunder are hereby fully and unconditionally guaranteed by the Corporation.


                                              CARLYLE INDUSTRIES, INC.

                                              By 
                                                --------------------------------
                                                 Chief Financial Officer


AGREED TO AND ACCEPTED as of the date of the signature below.


/s/ ROBERT LEVINSON
    ------------------------------
    Robert Levinson, Executive

Dated:________________________

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