FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as
of December 15, 1995, is entered into by and among OPTICAL COATING
LABORATORY, INC. (the "Company"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as agent for itself and the Banks (the "Agent"), and
the several financial institutions party to the Credit Agreement
(collectively, the "Banks").

RECITALS

     A.  The Company, Bank of America National Trust and Savings
Association as a Bank, and Bank of America National Trust and Savings
Association, as letter of credit issuing bank and Agent are parties to a
Credit Agreement dated as of May 24, 1995 (the "Credit Agreement") pursuant
to which the Agent and the Banks have extended certain credit facilities to
the Company.

     B.  Bank of America National Trust and Savings Association as Assignor
and Creditanstalt Corporate Finance, Inc. as Assignee entered into an
Assignment and Acceptance Agreement dated as of July 10, 1995 pursuant to
which the Assignee acquired a 33.333333333% interest in the Assignor's
rights and obligations under the Credit Agreement and became a "Bank" under
the Credit Agreement.

     B.  The Company has requested that the Banks agree to certain
amendments of the Credit Agreement.

     C.  The Banks are willing to amend the Credit Agreement subject to the
terms and conditions of this Amendment.

     NOW, THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.  Defined Terms.  Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.

     2.  Amendments to Credit Agreement.

          (a)  Section 8.06(g) of the Credit Agreement shall be amended in
its entirety to provide as follows:

               "(g)  In addition to the Indebtedness existing on the
     Closing Date and set forth in Schedule 8.06:
     
               "(1) Unsecured Indebtedness incurred by the Subsidiaries
     (other than Flex Products) of the Company (this Indebtedness may be
     guaranteed by the Company) not to exceed at any one time an aggregate
     principal amount of $5,000,000 (utilized and unutilized);
               "(2)  Indebtedness incurred by Flex Products (including
     Indebtedness to SICPA Holding, S.A. and the Company) not to exceed at
     any one time an aggregate principal amount of $25,000,000 (utilized
     and unutilized); of which up to $15,000,000 (utilized and unutilized)
     may be extended by third parties in the form of credit extensions not
     included in subsection (j) of this Section. Indebtedness incurred by
     Flex Products to third parties shall not be guaranteed by the
     Company;"

          (b)  Section 8.11(d) of the Credit Agreement is amended in its
entirety to provide as follows:

          "(d)  capital leases other than those permitted under clauses (a)
     and (c) of this Section, entered into by the Company or any Subsidiary
     after the Closing Date to finance the acquisition of equipment;
     Provided that the aggregate amount of all such capital leases shall
     not exceed $15,000,000."
     
     3.  Representations and Warranties.  The Company hereby represents and
warrants to the Agent and the Banks as follows:

          (a)  No Default or Event of Default has occurred and is
continuing.

          (b)  The execution, delivery and performance by the Company of
this Amendment have been duly authorized by all necessary corporate and
other action and do not and will not require any registration with, consent
or approval of, notice to or action by, any Person (including any
Governmental Authority) in order to be effective and enforceable. The
Credit Agreement as amended by this Amendment constitutes the legal, valid
and binding obligations of the Company, enforceable against it in
accordance with its respective terms, without defense, counterclaim or
offset.

          (c)  All representations and warranties of the Company contained
in the Credit Agreement are true and correct.

          (d)  The Company is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance upon the
Agent and the Banks or any other Person.

     4.  Effective Date.  This Amendment will become effective as of
December 15, 1995 (the "Effective Date"), provided that on or before such
date, the Agent has received from the Company and each of the Banks a duly
executed original (or, if elected by the Agent, an executed facsimile copy)
of this Amendment.

     5.  Reservation of Rights.  The Company acknowledges and agrees that
the execution and delivery by the Agent and the Banks of this Amendment
shall not be deemed to create a course of dealing or otherwise obligate the
Agent or the Banks to forbear or execute similar amendments under the same
or similar circumstances in the future.

     6.  Miscellaneous.

          (a)  Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Amendment. This Amendment
shall be deemed incorporated into, and a part of, the Credit Agreement.

          (b)  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors
and assigns. No third party beneficiaries are intended in connection with
this Amendment.

          (c)  This Amendment shall be governed by and construed in
accordance with the law of the State of California.

          (d)  This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
Each of the parties hereto understands and agrees that this document (and
any other document required herein) may be delivered by any party thereto
either in the form of an executed original or an executed original sent by
facsimile transmission to be followed promptly by mailing of a hard copy
original, and that receipt by the Agent of a facsimile transmitted document
purportedly bearing the signature of a Bank or the Company shall bind such
Bank or the Company, respectively, with the same force and effect as the
delivery of a hard copy original. Any failure by the Agent to receive the
hard copy executed original of such document shall not diminish the binding
effect of receipt of the facsimile transmitted executed original of such
document of the party whose hard copy page was not received by the Agent.

          (e)  This Amendment may not be amended except in accordance with
the provisions of Section 11.01 of the Credit Agreement.

          (f)  If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or
the Credit Agreement, respectively.


          IN WITNESS WHEREOF, the parties hereto have executed


and delivered this Amendment as of the date first above written.


                            OPTICAL COATING LABORATORY, INC.



                            By:    /s/JOHN M. MARKOVICH
                            Name:  John M. Markovich
                            Title: V.P. Finance and CFO


                            BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,
                            as Agent


                            By:     /s/IVO BAKOVIC
                            Name:  Ivo Bakovic
                            Title: Vice President

                                   
                            BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,
                            as Issuing Bank


                            By:    /s/RICHARD E. BRYSON
                            Name:  Richard E. Bryson
                            Title: Vice President

                                                 
                            BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION, as a Bank


                            By:    /s/RICHARD E. BRYSON
                            Name:  Richard E. Bryson
                            Title: Vice President

                                                 
                            CREDITANSTALT CORPORATE FIANCE,


                            By:    /s/PATRICK ROUNDS
                            Name:  Patrick Rounds
                            Title: Vice President


                            By:    /s/DENNIS O'DOWD
                            Name:  Dennis O'Dowd
                            Title: Chief Executive Officer