Exhibit 10.28

AMENDMENT NO. 4 TO  CREDIT AGREEMENT

ThisAMENDMENT NO. 4 TO CREDIT AGREEMENT(this "Amendment") is dated as of January 11, 2001 and entered
into by and amongOUTSOURCING SERVICES GROUP, INC., a Delaware corporation ("OSG"), as Guarantor (the "Guarantor"), its wholly-owned
Subsidiaries,AEROSOL SERVICES COMPANY, INC.,a California corporation,PIEDMONT
LABORATORIES, INC.,a Georgia corporation,KOLMAR LABORATORIES, INC., a Delaware corporation, ACUPAC PACKAGING, INC.,a New Jersey corporation, andPRECISION PACKAGING AND SERVICES,
 INC., an Ohio corporation (the "Borrowers"), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to
below (the "Lenders"),BT COMMERCIAL CORPORATION, as agent (in such capacity, the "Agent") for the Lenders and the Issuing Bank (as defined in the
Credit Agreement referred to below) andHELLER FINANCIAL, INC.,acting as co-agent (in such capacity, the "Co-Agent").

Recitals

Whereas,the Borrowers, OSG, the Lenders, the Co-Agent and the Agent have entered into that certain
Credit Agreement dated as of January 8, 1998 (as amended by Amendment and Waiver No. 1 dated as of April 29, 1998, Amendment No. 2 dated as of February    ,
1999, and Amendment No. 3 dated as of February 29, 2000 and as supplemented by the addition of additional Borrowers, the "Credit Agreement"; capitalized terms used in this Amendment
without definition shall have the meanings given such terms in the Credit Agreement); and

Whereas,the Borrowers have requested that the Lenders agree, subject to the conditions and on the terms set forth in this Amendment, to
amend certain provisions of the Credit Agreement; and

Whereas,the Lenders are willing to agree to amend the Credit Agreement, subject to the conditions and on the terms set forth herein;

Now Therefore,in consideration of the premises and the mutual agreements set forth herein, the Borrowers, OSG, the Lenders, the
Co-Agent and the Agent agree as follows:

1.AMENDMENTS TO CREDIT AGREEMENT.Subject to the conditions and on the terms set forth
in this Amendment and in reliance on the representations and warranties of the Borrowers and OSG set forth in this Amendment, the Credit Agreement is hereby amended as follows:

1.1Amendment to Minimum EBITDA Covenant.Section 8.1 of the Credit Agreement is
deleted in its entirety and replaced with the following:



FISCAL QUARTER

EBITDA12/31/00

$
33,000,0003/31/01


31,300,0006/30/01


32,800,0009/30/01


34,500,00012/31/01


36,000,0003/31/02


37,250,0006/30/02


38,500,0009/30/02


39,750,00012/31/02


41,000,000


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1.2Amendment to Funded Debt Coverage.Section 8.3 of the Credit Agreement is
deleted in its entirety and replaced with the following:



FISCAL QUARTER

RATIO12/31/2000

5.00 : 1.0003/31/2001

5.00 : 1.0006/30/2001

5.00 : 1.0009/30/2001

4.75 : 1.0012/31/2001

4.75 : 1.0003/31/2002 and thereafter

4.50 : 1.00


2.REPRESENTATIONS AND WARRANTIES OF THE BORROWERS AND OSG.In order to induce the
Lenders, the Co-Agent and the Agent to enter into this Amendment, the Borrowers and OSG
represent and warrant to each Lender, the Co-Agent and the Agent that the following statements are true, correct and complete:

2.1Power and Authority.Each of the Credit Parties has all corporate power and
authority to enter into this Amendment and, as applicable, the Consent of Guarantors attached hereto (the "Consent"), and to carry out the transactions contemplated by, and to perform its obligations
under or in respect of, this Amendment and the Credit Agreement as amended hereby.

2.2Corporate Action.The execution and delivery of this Amendment and the Consent and
the performance of the obligations of each Credit Party under or in respect of this Amendment and the Credit Agreement as amended hereby have been duly authorized by all necessary corporate action on
the part of each of the Credit Parties.

2.3No Conflict or Violation or Required Consent or Approval.The execution and delivery
of this Amendment and the Consent and the performance of the obligations of each Credit Party under or in respect of this Amendment and the Credit Agreement as amended hereby do not and will not
conflict with or violate (a) any provision of the articles or certificate of incorporation or bylaws or other governing documents of any Credit Party, (b) any Requirement of Law,
(c) any order, judgment or decree of any court or other governmental agency binding on any Credit Party or any of its Subsidiaries, or (d) any indenture, agreement or instrument to which
any Credit Party or any of its Subsidiaries is a party or by which any Credit Party or any of its Subsidiaries, or any property of any of them, is bound, and do not and will not require any consent or
approval of any Person.

2.4Execution, Delivery and Enforceability.This Amendment and the Consent and the
Credit Agreement as amended hereby and each other Credit Document have been duly executed and delivered by each Credit Party thereto and are the legal, valid and binding obligations of such Credit
Party, enforceable in accordance with their terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally.

2.5No Default or Event of Default.No event has occurred and is continuing or will
result from the execution and delivery of this Amendment that would constitute a Default or an Event of Default.

2.6No Material Adverse Effect.No event has occurred that has resulted, or could
reasonably be expected to result, in a Material Adverse Effect.

2.7Senior Debt.All Obligations of the Borrowers, whether now outstanding or hereafter
created or incurred, constitute "Guarantor Senior Debt" under the terms of the Subordinated Debt

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Documents, and all Obligations of OSG, whether now outstanding or hereafter created or incurred, constitute "Senior Debt" under the terms of the Subordinated Debt Documents.

2.8Representations and Warranties.Each of the representations and warranties contained
in the Credit Documents is and will be true and correct in all material respects on and as of the date hereof and as of the effective date of this Amendment, except to the extent that such
representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date.

3.CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.This Amendment shall be effective only
if and when signed by, and when counterparts hereof shall have been delivered to the Agent (by hand delivery, mail or telecopy) by, the Borrowers, OSG and Majority Lenders and only if and when each of
the following conditions is satisfied:

3.1Consent of Guarantors.Each of the Guarantors shall have executed and delivered to
the Agent the Consent.

3.2No Default or Event of Default; Accuracy of Representations and Warranties.No
Default or Event of Default shall exist and each of the representations and warranties made by the Credit Parties herein and in or pursuant to the Credit Documents shall be true and correct in all
material respects as if made on and as of the date on which this Amendment becomes effective (except that any such representation or warranty that is expressly stated as being made only as of a
specified earlier date shall be true and correct as of such earlier date), and the Borrowers shall have delivered to the Agent a certificate confirming such matters.

3.3Supporting Documents.The Borrowers shall have delivered to the Agent copies of
resolutions of each of the Credit Parties approving and authorizing this Amendment and the Consent together with an incumbency certificate for the persons executing this Amendment and the Consent.

3.4Expense Reimbursements.The Borrowers shall have paid all expense reimbursements due
to the Agent pursuant to Section 11.10 of the Credit Agreement.

4.EFFECT OF THIS AMENDMENT.From and after the date on which this Amendment becomes
effective, all references in the Credit Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. Except as expressly amended hereby or waived herein, the Credit Agreement
and the other Credit Documents, including the Liens granted thereunder, shall remain in full force and effect, and are hereby ratified and confirmed.

5.APPLICABLE LAW.THE VALIDITY, INTERPRETATIONS AND ENFORCEMENT OF THIS AMENDMENT AND
ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS
PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND DECISIONS OF THE STATE OF NEW YORK.

6.COMPLETE AGREEMENT.This Amendment sets forth the complete agreement of the parties
in respect of any amendment to any of the provisions of any Credit Document or any waiver thereof.

7.CATCHLINES & COUNTERPARTS.The catchlines and captions herein are intended
solely for convenience of reference and shall not be used to interpret or construe the provisions hereof. This Amendment may be executed by one or more of the parties to this Amendment on any number
of separate counterparts (including by telecopy), all of which taken together shall constitute but one and the same instrument.

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IN WITNESS WHEREOF,the parties hereto have caused this Amendment to be duly executed by a duly authorized officer as of the date first
above written.

| |  | OUTSOURCING SERVICES GROUP, INC.      
| |  | --------------------------------------
| |  | By:                                   
| |  | AEROSOL SERVICES COMPANY, INC.        
| |  | By:                                   
| |  | PIEDMONT LABORATORIES, INC.           
| |  | By:                                   
| |  | KOLMAR LABORATORIES, INC.             
| |  | By:                                   
| |  | ACUPAC PACKAGING, INC.                
| |  | By:                                   
| |  | PRECISION PACKAGING AND SERVICES, INC.
| |  | By:                                   

S-1

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| |  | BT COMMERCIAL CORPORATION,as Agent and as a Lender
| |  | --------------------------------------------------
| |  | By:                                               
| |  | HELLER FINANCIAL, INC.,as Co-Agent and as a Lender
| |  | By:                                               
| |  | NATIONAL BANK OF CANADA,as a Lender               
| |  | By:                                               
| |  | CALIFORNIA BANK & TRUST,as a Lender               
| |  | By:                                               
| |  | FLEET CAPITAL CORPORATION,as a Lender             
| |  | By:                                               

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CONSENT OF GUARANTORS

Each of the undersigned is a Guarantor of the Obligations of the Borrowers under the Credit Agreement and hereby (a) consents to the foregoing Amendment,
(b) acknowledges that notwithstanding the execution and delivery of the foregoing Amendment, the obligations of each of the undersigned Guarantors are not impaired or affected and the
Guaranties continue in full force and effect, and (c) ratifies its Guaranty.

IN
WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent of Guarantors as of the    day of December, 2000.

| |  | OUTSOURCING SERVICES GROUP, INC.
| |  | --------------------------------
| |  | By:                             
| |  | AEROSOL SERVICES COMPANY, INC.  
| |  | By:                             
| |  | PIEDMONT LABORATORIES, INC.     
| |  | By:                             
| |  | KOLMAR LABORATORIES, INC.       
| |  | By:                             
| |  | ACUPAC PACKAGING, INC.          
| |  | By:                             

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| |  | PRECISION PACKAGING AND SERVICES, INC.
| |  | --------------------------------------
| |  | By:                                   
| |  | KOLMAR CANADA, INC.                   
| |  | By:                                   
| |  | OSG IVERS-LEE, INC.                   
| |  | By:                                   

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