Exhibit 10.29

AMENDMENT NO. 5 TO  CREDIT AGREEMENT  AND CONSENT TO ACQUISITION

ThisAMENDMENT NO. 5 TO CREDIT AGREEMENT AND CONSENT TO ACQUISITION(this "Amendment") is dated as of
August 15, 2001 and entered into by and amongOUTSOURCING SERVICES GROUP, INC., a Delaware corporation ("OSG"), as 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, Amendment No. 3 to Credit Agreement dated as of February 29, 2000 and Amendment No. 4 to Credit Agreement dated as of January 11, 2001 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 to consent to the Acquisition by OSG of the stock of Dermal Sciences, Inc. ("Dermal") for a cash purchase price of $3,500,000 (subject to
working capital adjustment) and an earnout of up to $750,000 ("Earnout"), and to the payment of $750,000 to the seller for an agreement not to compete;

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

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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:



FISCAL QUARTER

EBITDA12/31/00

$
33,000,0003/31/01


31,300,0006/30/01


28,400,0009/30/01


28,700,00012/31/01


29,800,0003/31/02


30,200,0006/30/02


31,700,0009/30/02


31,700,00012/31/02


30,300,000




FISCAL QUARTER

RATIO12/31/2000

5.00 : 1.0003/31/2001

5.00 : 1.0006/30/2001

5.00 : 1.0009/30/2001

5.60 : 1.0012/31/2001

5.30 : 1.0003/31/2002

5.30 : 1.0006/30/2002 and thereafter

4.80 : 1.00




1998

$
4,500,0001999


5,000,0002000


8,500,0002001


9,750,0002002


10,500,000;


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2.CONSENT TO ACQUISITION.Notwithstanding the conditions and requirements of
Section 8.7 (Additional Indebtedness) of the Credit Agreement and subsections (e) and (f) of Section 8.20 of the Credit Agreement, by its execution of this Amendment, each
Lender consents and agrees to (i) the Acquisition by OSG of all of the stock of Dermal Sciences, Inc.("Dermal") on the terms set forth herein, (ii) that such Acquisition shall be
a Permitted Acquisition under the Credit Agreement, and (iii) to the incurrence and payment of the Earnout; provided, that Dermal shall become a Borrower in
accordance with the Credit Agreement and that, prior to the inclusion of the assets of Dermal in the Borrowing Base, OSG shall deliver to the Agent appraisals meeting the standards described in
section 7.2(c) of the Credit Agreement of the Equipment owned by Dermal to be included in the Borrowing Base, if any, and the Agent shall have completed its review of the Accounts and Inventory
of Dermal.

3.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:



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4.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:



5.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.

6.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.

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7.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.

8.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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of page intentionally left blank]

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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:                                   

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| |  | BT COMMERCIAL CORPORATION,as Agent                
| |  | --------------------------------------------------
| |  | By:                                               
| |  | BANKERS TRUST COMPANY,as a Lender                 
| |  | By:                                               
| |  | HELLER FINANCIAL, INC.,as Co-Agent and as a Lender
| |  | By:                                               
| |  | NATIONAL BANK OF CANADA,as a Lender               
| |  | By:                                               
| |  | 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 15th day of August, 2001.

| |  | 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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