Exhibit 10.1


                             AMERICAN BILTRITE INC.
                               K&M Associates l.p.

                                CREDIT AGREEMENT

                                 Amendment No. 3

      This Agreement, dated as of November 3, 2004 (this "Agreement"), is among
American Biltrite Inc., a Delaware corporation ("American Biltrite"), K&M
Associates L.P., a Rhode Island limited partnership ("K&M"; American Biltrite
and K&M being collectively but jointly and severally, the "Borrower"), the
Lenders under the Credit Agreement (as defined below) and Fleet National Bank (a
Bank of America company), as Agent for itself and such Lenders. The parties
agree as follows:

      1. Reference to Credit Agreement and Definitions. Reference is made to the
Credit Agreement dated as of October 14, 2003, as amended by Amendment No. 1
dated as of January 24, 2004 and Amendment No. 2 dated April 13, 2004, among the
parties (as in effect prior to giving effect to this Agreement, the "Credit
Agreement").

      2. Credit Agreement; Definitions. This Agreement amends the Credit
Agreement. Terms defined in the Credit Agreement as amended hereby (the "Amended
Credit Agreement") and not otherwise defined herein are used with the meaning so
defined.

      3. Amendment of Credit Agreement. Effective upon the date hereof, the
Credit Agreement is amended as follows:

            3.1. Amendment of Recitals: The recitals to the Credit Agreement are
      amended in their entirety as follows:

                  "Recitals: Pursuant to this Agreement, the Lenders are
                  extending to the Borrower a $20,000,000 secured revolving
                  credit facility, including a $5,000,000 sub-allotment for
                  Letters of Credit. All the credit facilities mature on January
                  1, 2006. The proceeds of these credit facilities may be used
                  for general corporate purposes as provided herein."

            3.2. Amendment of Section 1. Section 1 of the Credit Agreement is
      amended as follows:

                  (a) The definition of "Consolidated Adjusted EBITDA" is
            amended in its entirety as follows:

                  ""Consolidated Adjusted EBITDA' means, for any period, the
                  total of:

                  (a) Consolidated EBITDA; minus

<PAGE>

                  (b) Capital Expenditures except (i) to the extent attributable
                  to Capitalized Lease Obligations or (ii) financed with the
                  proceeds of Financing Debt; minus

                  (c) any dividends paid or payable in cash by the Company or
                  any of its Subsidiaries to third parties; minus

                  (d) the aggregate amount paid by the Company and its
                  Subsidiaries to repurchase shares of capital stock and options
                  to purchase shares of capital stock, in each case excluding
                  any such payments made prior to June 30, 2003; minus

                  (e) any net income taxes paid or payable in cash by the
                  Company or any of its Subsidiaries after subtracting any
                  income tax refunds paid or payable in cash to the Company or
                  any of its Subsidiaries."

                  (b) The definition of "Final Maturity Date" is amended to read
            in its entirety as follows:

                  "'Final Maturity Date' means January 1, 2006."

            3.3. Amendment of Section 6.4.3. Section 6.4.3 of the Credit
      Agreement is amended to read in its entirety as follows:

                  "6.4.3. Borrowing Base Reports. The Company shall furnish to
                  the Lenders, as soon as available and, in any event (a) within
                  15 days after the end of each month, or (b) within 10 days
                  following any written request by the Agent if more frequently
                  than monthly, but in any event not more frequently than once
                  per week, a certificate of a Financial Officer supplying
                  computations of the Borrowing Base at the end of such month
                  (or week, as the case may be), it being understood that any
                  such certification may exclude foreign amounts and foreign
                  calculations, in which event all such excluded amounts shall
                  be deemed not included in the Borrowing Base for such date."

            3.4. Amendment of Section 6.5.2. Section 6.5.2 of the Credit
      Agreement is amended to read in its entirety as follows:

                  "6.5.2. Consolidated Adjusted EBITDA to Consolidated Interest
                  Expense. For each period of four consecutive fiscal quarters
                  of the Company, Consolidated Adjusted EBITDA shall equal or
                  exceed the percentage set forth in the table below of
                  Consolidated Interest Expense.


                                       -2-
<PAGE>

                           Quarter Ending                   Percentage
                           --------------                   ----------
                               9/30/03                          60%
                              12/31/03                          80%
                               3/31/04                          70%
                         6/30/04 and 9/30/04                   100%
                  12/31/04 and 3/31/05 and 6/30/05             125%
                       9/30/05 and thereafter                  150%"

            3.5. Amendment of Section 6.5.4. Section 6.5.4 of the Credit
      Agreement is amended to read in its entirety as follows:

                  "6.5.4. Current Ratio. Consolidated Current Assets shall not
                  on any quarter end be less than 150% of Consolidated Current
                  Liabilities."

      4. Conditions. The effectiveness of this Agreement shall be subject to the
satisfaction of the following conditions:

            4.1. Payment of Agent's Fees and Expenses. The Company shall have
      paid to the Agent (a) for the account of the Lenders, an amendment fee in
      the amount of $50,000 and (b) the reasonably legal fees and expenses of
      the Agent with respect to this Agreement and the transactions contemplated
      hereby.

            4.2. Field Examination. The field exam currently being finalized
      shall have been successfully completed to the satisfaction of the Agent.

      5. Representations and Warranties. In order to induce the Agent to enter
into this Agreement, each of the Borrowers jointly and severally represents and
warrants that, immediately after giving effect to this Agreement, no Default
exists.

      6. General. The Amended Credit Agreement and all of the Credit Documents
are each confirmed as being in full force and effect. This Agreement, the
Amended Credit Agreement and the other Credit Documents referred to herein or
therein constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral. Each of this Agreement
and the Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts (including by way of facsimile transmission), which
together shall constitute one instrument, and shall bind and inure to the
benefit of the parties and their respective successors and assigns, including as
such successors and assigns all holders of any Credit Obligation. This Agreement
shall be governed by and construed in accordance with the laws (other than the
conflict of law rules) of The Commonwealth of Massachusetts.


                                       -3-
<PAGE>



      Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.

                            AMERICAN BILTRITE INC.


                            By /s/  Howard N. Feist III
                               ----------------------------------
                               Name: Howard N. Feist III
                               Title: Vice President and Chief Financial Officer


                            K&M ASSOCIATES L.P.


                            By:  AIMPAR, INC., its General Partner


                            By /s/ Howard N. Feist III
                               ----------------------------------
                               Name: Howard N. Feist III
                               Title: Vice President


                            FLEET NATIONAL BANK, as
                            Agent and Lender under the Credit Agreement


                            By /s/ Thomas F. Brennan
                               ----------------------------------
                               Name: Thomas F. Brennan
                               Title: Senior Vice President


              Signature Page to Amendment No. 3 to Credit Agreement