SPLIT-DOLLAR AGREEMENT

          SPLIT-DOLLAR AGREEMENT (this "Agreement") made and entered into
as of this 20th day of December, 1996 by and between American Biltrite
Inc., a Delaware corporation with principal offices and a principal place
of business in the Commonwealth of Massachusetts (the "Corporation"), and
the Roger S. Marcus Irrevocable Insurance Trust Dated Nov. 29, 1996,
Richard G. Marcus, Trustee (the "Trust").

          Roger S. Marcus, an individual residing in the Commonwealth of
Pennsylvania (the "Employee"), is employed by the Corporation as its Chief
Executive Officer.

          The Employee desires that his family be provided life insurance
protection under a policy of life insurance insuring the Employee's life,
described in Exhibit A attached hereto and by this reference made a part
hereof (the "Policy"), which has been issued by Massachusetts Mutual Life
Insurance Company (the "Insurer").

          The Trust is the owner of the Policy and, as such, possesses all
incidents of ownership in and to the Policy, including without limitation
the right to designate the Policy beneficiary.

          The Corporation is willing to pay a portion of the premiums due
on the Policy as an additional employment benefit for the Employee, on the
terms and conditions hereinafter set forth.

          The Corporation desires to have the Policy collaterally assigned
to it by the Trust in order to secure the repayment of the amounts which it
will pay toward the premiums on the Policy.

          In consideration of the premises and of the mutual promises
contained herein, the parties hereto agree as follows:

          1.   PURCHASE OF POLICY.  The Trust has pur chased the Policy from
               the Insurer with a Selected Face Amount (as such term is de-
               fined in the Policy) of $3,400,000. The parties hereto agree
               that they will take all necessary action to cause the
               Insurer to issue the Policy and will take any further
               action which may be necessary to cause the Policy to conform
               to the provisions of this Agreement. The parties hereto
               agree that the Policy shall be subject to the terms and
               conditions of this Agreement and of the related collateral
               assignment filed with the Insurer relating to the Policy. 

          2.   OWNERSHIP OF POLICY.  The Trust shall be the sole and
               absolute owner of the Policy and shall have and may exercise
               all ownership rights granted to the owner thereof by the
               terms of the Policy, including without limitation the right
               to designate the Policy beneficiary and the right to elect
               and change both the Selected Face Amount and the investment
               options of the Policy, except as may otherwise be provided
               herein. 

          3.   PAYMENT OF PREMIUMS.

                    a.  On or prior to the date which is 30 days prior to
               the due date of each Policy premium, the Corporation shall
               notify the Employee and the Trust of the exact amount due
               from the Trust to the Corporation hereunder toward payment
               of the Planned Annual Premium (as such term is defined in
               the Policy), which shall be an amount equal to the annual
               cost of current life insurance protection on the life of the
               Employee, measured by the lower of the P.S. 58 rate, set
               forth in Revenue Ruling 55-747 (or the corresponding
               applicable provision of any future Revenue Ruling), or the
               Insurer's current published premium rate for annually
               renewable term insurance for standard risks. The Trust shall
               pay such required contribution to the Corporation prior to
               the premium due date. If the Trust fails to make such timely
               payment, the Corporation, in its sole discretion, may elect
               to make such portion of the premium payment, which payment
               shall be recovered by the Corporation as provided herein.

                    b.  On or before the due date of each Policy premium, or
               within the grace period provided therein, the Corporation
               shall pay the full amount of the Planned Annual Premium to
               the Insurer and shall, upon request, promptly furnish the
               Employee evidence of timely payment of such premium. Except
               with the consent of the Trust, the Corporation shall not pay
               less than the Planned Annual Premium, but it may, in its
               discretion, at any time and from time to time, subject to
               acceptance of such amount by the Insurer, pay more than the
               Planned Annual Premium or make other premium payments on the
               Policy. The Corporation shall annually furnish the Em-
               ployee a statement of the amount of income reportable by the
               Employee for federal and state income tax purposes as a
               result of the insurance protection provided to the Policy
               beneficiary.

          4.   COLLATERAL ASSIGNMENT.  To secure repayment to the
               Corporation of the amount of the premiums on the Policy paid
               by it hereunder, the Trust has contemporaneously herewith
               assigned the Policy to the Corporation as collateral, under
               a form acceptable to the Insurer for such assignments. The
               collateral assignment of the Policy to the Corporation
               hereunder shall not be terminated, altered or amended by the
               Trust without the express written consent of the
               Corporation. The parties hereto agree to take all action
               necessary to cause such collateral assignment to conform to
               the provisions of this Agreement. 

          5.   LIMITATIONS ON TRUST'S RIGHTS IN POLICY.

                    a.  Except as otherwise provided herein, the Trust shall
               not sell, assign, transfer, borrow against or withdraw from
               the cash surrender value of the Policy, surrender or cancel
               the Policy, change the beneficiary designation provision
               thereof or increase or decrease the Selected Face Amount
               without, in any such case, the express written consent of
               the Corporation.

                    b.  Notwithstanding any provision hereof to the
               contrary, the Trust shall have the sole authority to direct
               the manner in which the Separate Account (as such term is
               defined in the Policy) established pursuant to the terms of
               the Policy shall be allocated among the various investment
               options from time to time available under the Policy and to
               change such allocation from time to time, as provided for in
               the Policy; provided, however, that at least 50% of the
               annual premium paid must at all times be allocated to one or
               more of the following: the Guaranteed Principal Account (as
               such term is defined in the Policy); a short-term government
               bond fund; or a money market account.

                    c.  The Corporation shall have the right to borrow that
               portion of the loan value of the Policy equal in amount to
               the total amount of the premiums advanced by the Corporation
               on behalf of the Trust hereunder, reduced by any then
               outstanding indebtedness secured by the Policy which was
               incurred by the Corporation, including any interest due on
               such indebtedness (the "net premiums"). Interest on such
               Policy loan shall be the responsibility of the Corporation
               as such interest becomes due. The Trust shall have the right
               to borrow that portion of the loan value of the Policy equal
               in amount to the net premiums for the sole purpose of paying
               such amount to the Corporation under Section 8(a) of this
               Agreement if it is terminated during the lifetime of the
               Employee. In the event of any such borrowing, the loan
               proceeds shall be paid by the Insurer directly to the
               Corporation, and such payment shall discharge completely all
               obligations owing from the Trust to the Corporation under
               this Agreement with respect to the Policy. Interest on any
               such Policy loan shall be the responsibility of the Trust as
               such interest becomes due.

          6.   COLLECTION OF DEATH PROCEEDS.

                    a.  Upon the death of the Employee, the Corporation and
               the Trust shall cooperate to take whatever action is
               necessary to collect the death benefit provided under the
               Policy. When such benefit has been collected and paid as
               provided herein, this Agreement shall thereupon terminate.

                    b.  Upon the death of the Employee, the Corporation
               shall have the unqualified right to receive a portion of
               such death benefit equal to the net premiums paid by it. The
               balance of the death benefit provided under the Policy, if
               any, shall be paid directly to the Policy beneficiary in the
               manner and in the amount or amounts provided in the
               beneficiary designation provision of the Policy. In no event
               shall the amount payable to the Corporation hereunder exceed
               the Policy proceeds payable as a result of the maturity of
               the Policy as a death claim. No amount shall be paid from
               such death benefit to the Policy beneficiary until the full
               amount due the Corporation hereunder has been paid.

                    c.  Notwithstanding any provision hereof to the
               contrary, in the event that, for any reason whatsoever, no
               death benefit is payable under the Policy upon the death of
               the Employee and in lieu thereof the Insurer refunds all or
               any part of the premiums paid for the Policy, the Corpora-
               tion shall have the unqualified right to such premiums in an
               amount not to exceed the net premiums paid by it.

          7.   TERMINATION OF THIS AGREEMENT DURING THE
               LIFETIME OF THE EMPLOYEE.

                    a.  This Agreement shall terminate during the lifetime
               of the Insured, without notice, upon the occurrence of any
               of the following events: (a) total cessation of the
               Corporation's business; (b) liquidation or dissolution of
               the Corporation; or (c) termination of the Employee's
               employment by the Corporation for Cause (as defined below).
               For the purposes of this Section 7(a), "Cause" shall mean
               (i) conviction of the Employee for any felony or for fraud
               or embezzlement; (ii) the Employee's willful and continued
               refusal to substantially perform reasonably assigned duties
               with the Corporation (other than any such refusal resulting
               from incapacity due to physical or mental illness or
               disability) after a written demand for substantial
               performance is delivered to the Employee identifying the
               manner in which the Corporation believes that the Employee
               has willfully and continuously refused to substantially
               perform his duties; or (iii) other willful misconduct by the
               Employee which is materially injurious to the Corporation.
               For the purposes of this Section 7(a), no act or failure to
               act shall be considered "willful" unless done or omitted to
               be done not in good faith and without reasonable belief that
               such action or omission was in the best interest of the
               Corporation.

                    b.  The Corporation may terminate this Agreement at any
               time after the date which is 15 years after the Issue Date
               (as such term is defined in the Policy) by written notice to
               the Trust. Such termination shall be effective as of the
               date of such notice.

                    c.  In addition, the Trust may terminate this Agreement
               during the lifetime of the Employee and while no premium
               under the Policy is overdue by written notice to the
               Corporation. Such termination shall be effective as of the
               date of such notice.

          8.   DISPOSITION OF THE POLICY ON TERMINATION OF THIS
               AGREEMENT DURING THE LIFETIME OF THE EMPLOYEE.

                    a.  For 60 days after the date of the termination of
               this Agreement during the lifetime of the Employee under
               Section 7 of this Agreement, the Trust shall have the option
               of obtaining the release of the collateral assignment of the
               Policy to the Corporation. To obtain such release, the Trust
               shall repay to the Corporation an amount equal to the total
               amount of the net premiums paid by the Corporation. Upon
               receipt of such amount, the Corporation shall release the
               collateral assignment of the Policy by the execution and
               delivery of an appropriate instrument of release.

                    b.  If the Trust fails to exercise such option within
               such 60-day period, then, at the request of the Corporation,
               the Trust shall execute any document or documents required
               by the Insurer to transfer all interests of the Trust in the
               Policy, including without limitation the Trust's right to
               designate the Policy beneficiary, to the Corporation.
               Alternatively, the Corporation may enforce its right to be
               repaid the amount due it hereunder from the cash surrender
               value of the Policy under the collateral assignment of the
               Policy; provided, however, that in the event the cash
               surrender value of the Policy exceeds the amount due the
               Corporation hereunder, such excess shall be paid to the
               Trust. Thereafter, neither the Trust nor the Trust's
               successors, assigns or beneficiaries shall have any further
               interest in and to the Policy under the terms thereof or
               under this Agreement.

          9.   INSURER NOT A PARTY.  The Insurer shall be fully discharged
               from its obligations under the Policy by payment of the
               Policy death benefit to the beneficiary or beneficiaries
               named in the Policy, subject to the terms and conditions of
               the Policy. In no event shall the Insurer be considered a
               party to this Agreement or any modification or amendment
               hereof. No provision of this Agreement nor of any
               modification or amendment hereof shall in any way be
               construed as enlarging, changing, varying or in any other
               way affecting the obligations of the Insurer as expressly
               provided in the Policy, except insofar as the provisions
               hereof are made a part of the Policy by the collateral
               assignment executed by the Trust and filed with the Insurer
               in connection herewith. 

          10.  NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS
               PROCEDURE AND ADMINISTRATION.

                    a.  The Corporation is hereby designated as the named
               fiduciary under this Agreement. The named fiduciary shall
               have authority to control and manage the operation and
               administration of this Agreement, and it shall be
               responsible for establishing and carrying out a funding
               policy and method consistent with the objectives of this
               Agreement. The Corporation may allocate to others certain
               aspects of the management and operational responsibilities
               of this Agreement, including by the employment of advisors
               and the delegation of any ministerial duties to qualified
               individuals.

                    b.  (1) Claim.

               A person who believes that he or she is being denied a
               benefit to which he or she is entitled under this Agreement
               (hereinafter referred to as a "Claimant") may file a written
               request for such benefit with the Corporation, setting forth
               his or her claim. The request must be addressed to the
               President of the Corporation at its then principal place of
               business.

                        (2) Claim Decision.

               Upon receipt of a claim, the Corporation shall advise the
               Claimant that a reply will be forthcoming within 90 days and
               shall, in fact, deliver such reply within such 90-day
               period. Upon written notice prior to the expiration of the
               90-day reply period, the Corporation may, however, extend
               the reply period for an additional 90 days for reasonable
               cause. If the claim is denied in whole or in part, the
               Corporation shall adopt a written opinion, using language
               calculated to be understood by the Claimant, setting forth:
               (A) the specific reason or reasons for such denial; (B) the
               specific reference to pertinent provisions of this Agreement
               on which such denial is based; (C) a description of any
               additional material or information necessary for the
               Claimant to perfect his or her claim and an explanation why
               such material or such information is necessary; (D)
               appropriate information as to the steps to be taken if the
               Claimant wishes to submit the claim for review; and (E) the
               time limits for requesting a review under subsection (3) and
               for review under subsection (4) of this section 10(b). If a
               notice of denial is not received within the reply period,
               the claim shall be deemed denied and the Claimant shall be
               permitted to request review, as set forth below.

                        (3) Request for Review.

               With 60 days after the receipt by the Claimant of the
               written opinion described above (or, in the case of a deemed
               denial, within 60 days after the end of the reply period),
               the Claimant may request in writing that the Secretary of
               the Corporation (the "Secretary") review the determination
               of the Corporation. Such request must be addressed to the
               Secretary, at the Corporation's then principal place of
               business. The Claimant or his or her duly authorized
               representative may, but need not, review the pertinent
               documents and submit issues and comments in writing for
               consideration by the Secretary. If the Claimant does not
               request a review by the Secretary of the Corporation's
               determination within such 60-day period, he shall be barred
               and estopped from challenging the Corporation's
               determination, except as may be otherwise provided herein.

                        (4) Review of Decision.

               Within 60 days after the Secretary's receipt of a request
               for review, he or she will review the Corporation's
               determination. After considering all materials presented by
               the Claimant, the Secretary will render a written opinion,
               using language calculated to be understood by the Claimant,
               setting forth the specific reasons for the decision and
               containing specific references to the pertinent provisions
               of this Agreement on which the decision is based. If special
               circumstances require that the 60-day time period be
               extended, the Secretary will so notify the Claimant and will
               render the written opinion as soon as possible, but no later
               than 120 days after receipt of the request for review. If
               the written opinion on review is not rendered within the
               60-day period (or the 120-day period, if an extension is
               granted), the claim shall be deemed denied on review.

                        (5) Payment of Claim.

               If and when a claim is determined to be payable, the
               Corporation will promptly issue a check to the Claimant.

                        (6) Other Remedies.

               After exhaustion of the claims procedures set forth in this
               Section 10(b), nothing shall prevent any person from
               pursuing any other legal or equitable remedy otherwise
               available, including without limitation legal action in
               federal court.

          11.  AMENDMENT. This Agreement may not be amended, altered or
               modified, except by a written instrument signed by the
               parties hereto or their respective successors or assigns,
               and may not be otherwise terminated except as provided
               herein.

          12.   BINDING EFFECT; NO THIRD-PARTY BENEFICIARY.

                    This Agreement shall be binding upon and inure to the
               benefit of the Corporation and its successors and assigns
               and the Trust and its respective successors, assigns and
               beneficiaries. This Agreement shall not confer any rights or
               remedies upon any person other than the parties hereto and
               their respective successors and assigns, except that the
               Employee is a third-party beneficiary of this Agreement to
               the extent necessary to effectuate the intents and purposes
               of this Agreement.

          13.  NOTICE. Any notice, consent or demand required or permitted
               to be given under the provisions of this Agreement shall be
               in writing, and shall be signed by the party giving or
               making the same. Any such notice, consent or demand mailed
               to a party hereto shall be sent by United States certified
               mail, postage prepaid, or sent by a nationally recognized
               overnight delivery service, charges prepaid, in each case
               addressed to such party's last known address as shown on the
               records of the Corporation. The date of such mailing shall
               be deemed the date of notice, consent or demand.

          14.  GOVERNING LAW. This Agreement, and the rights of the parties
               hereunder, shall be governed by and construed in accordance
               with the laws of the Commonwealth of Massachusetts.

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


                                    ROGER S. MARCUS
                                    IRREVOCABLE INSURANCE TRUST
                                    DATED NOV. 29, 1996

                                    By /s/ Richard G. Marcus
                                       ----------------------------
                                       Name:   Richard G. Marcus
                                       Title:  Trustee


ATTEST:                             AMERICAN BILTRITE INC.

/s/ Henry W. Winkleman              By /s/ William M. Marcus
-----------------------                ----------------------------
Secretary                              Name:  William M. Marcus
                                       Title: Executive
                                                 Vice President



                                   EXHIBIT A
                                   ---------

          The following life insurance policy is subject to the attached
Split-Dollar Agreement:

Insurer:  Massachusetts Mutual Life Insurance Company

Insured:  Roger S. Marcus

Policy Number:  0025308

Selected Face Amount of Insurance:  $3,400,000

Date of Issue:  December 16, 1996