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 corpora-
          tion with principal offices and a principal place of
          business in the Commonwealth of Massachusetts (the "Cor-
          poration"), and The Richard G. Marcus Irrevocable Insur-
          ance Trust of 1990 Dated June 1, 1990 (the "Trust").  

                    Richard G. Marcus, an individual residing in
          the Commonwealth of Massachusetts (the "Employee"), is
          employed by the Corporation as its President.

                    The Employee desires that his family be provid-
          ed 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 John
          Hancock Variable 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 desig-
          nate the Policy beneficiary.

                    The Corporation is willing to pay a portion of
          the premiums due on the Policy as an additional employ-
          ment benefit for the Employee, on the terms and condi-
          tions 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
                         Total Sum Insured at Issue (as such term
                         is defined in the Policy) of $2,590,000. 
                         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 collat-
                         eral 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 owner-
                         ship 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 Total Sum In-
                         sured at Issue 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 Premium (as such term is de-
                         fined 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 Corpora-
                         tion prior to the premium due date.  If
                         the Trust fails to make such timely pay-
                         ment, the Corporation, in its sole discre-
                         tion, may elect to make such portion of
                         the premium payment, which payment shall
                         be recovered by the Corporation as provid-
                         ed 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
                         Premium to the Insurer and shall, upon
                         request, promptly furnish the Employee
                         evidence of timely payment of such premi-
                         um.  Except with the consent of the Trust,
                         the Corporation shall not pay less than
                         the Planned 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
                         Premium or make other premium payments on
                         the Policy.  The Corporation shall annual-
                         ly furnish the Employee a statement of the
                         amount of income reportable by the Employ-
                         ee for federal and state income tax pur-
                         poses as a result of the insurance protec-
                         tion provided to the Policy beneficiary.

                    4.   COLLATERAL ASSIGNMENT.  To secure repay-
                         ment 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 Corpo-
                         ration as collateral, under a form accept-
                         able 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 con-
                         form 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 Total Sum
                         Insured at Issue 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 amounts in and among the
                         Subaccounts (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; pro-
                         vided, however, that at least 50% of the
                         annual premium paid must at all times be
                         allocated to one or more of the following: 
                         a Fixed 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 responsibil-
                         ity 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 coop-
                         erate 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 here-
                         in, this Agreement shall thereupon termi-
                         nate.

                              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 Corpora-
                         tion 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 bene-
                         fit 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 Employee, with-
                         out notice, upon the occurrence of any of
                         the following events: (a) total cessation
                         of the Corporation's business; (b) liqui-
                         dation or dissolution of the Corporation;
                         or (c) termination of the Employee's em-
                         ployment by the Corporation for Cause (as
                         defined below).  For the purposes of this
                         Section 7(a), "Cause" shall mean (i) con-
                         viction of the Employee for any felony or
                         for fraud or embezzlement; (ii) the
                         Employee's willful and continued refusal
                         to substantially perform reasonably as-
                         signed duties with the Corporation (other
                         than any such refusal resulting from inca-
                         pacity 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 du-
                         ties; 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
                         interests of the Corporation.

                              b.   The Corporation may terminate
                         this Agreement at any time after the date
                         which is 16 years after the Date of Issue
                         (as such term is defined in the Policy) by
                         written notice to the Trust.  Such termi-
                         nation shall be effective as of the date
                         of such notice.

                              c.   In addition, the Trust may ter-
                         minate 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 no-
                         tice.

                    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 Corpora-
                         tion shall release the collateral assign-
                         ment 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.  Alterna-
                         tively, the Corporation may enforce its
                         right to be repaid the amount due it here-
                         under 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 Corpora-
                         tion 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 bene-
                         ficiaries named in the Policy, subject to
                         the terms and conditions of the Policy. 
                         In no event shall the Insurer be consid-
                         ered 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, chang-
                         ing, varying or in any other way affecting
                         the obligations of the Insurer as express-
                         ly 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 BENE-
                         FITS, CLAIMS PROCEDURE AND ADMINISTRATION.

                              a.   The Corporation is hereby desig-
                         nated as the named fiduciary under this
                         Agreement.  The named fiduciary shall have
                         authority to control and manage the opera-
                         tion and administration of this Agreement,
                         and it shall be responsible for establish-
                         ing and carrying out a funding policy and   
                         method consistent with the objectives of
                         this Agreement.  The Corporation may allo-
                         cate to others certain aspects of the
                         management and operational responsibili-
                         ties 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 (herein-
                         after 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, howev-
                         er, extend the reply period for an addi-
                         tional 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 descrip-
                         tion of any additional material or infor-
                         mation necessary for the Claimant to per-
                         fect 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 re-
                         view under subsection (3) and for review
                         under subsection (4) of this section
                         10(b).  If a notice of denial is not re-
                         ceived 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 writ- 
                         ing 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 determina-
                         tion 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 re-
                         ceipt of a request for review, he or she
                         will review the Corporation's determina-
                         tion.  After considering all materials
                         presented by the Claimant, the Secretary
                         will render a written opinion, using lan-
                         guage calculated to be understood by the
                         Claimant, setting forth the specific rea-
                         sons for the decision and containing spe-
                         cific references to the pertinent provi-
                         sions of this Agreement on which the deci-
                         sion 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 opin-
                         ion 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 termi-
                         nated except as provided herein.

                    12.  BINDING EFFECT; NO THIRD-PARTY       
                         BENEFICIARY.  

                              This Agreement shall be binding upon
                         and inure to the benefit of the Corpora-
                         tion 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, con-
                         sent 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.

                                        THE RICHARD G. MARCUS 
                                        IRREVOCABLE INSURANCE TRUST
                                        OF 1990 DATED JUNE 1, 1990

                                        By /s/ David P. Gerstenblatt 
                                          ----------------------------
                                          Name:  David P. Gerstenblatt
                                          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:  John Hancock Variable Life Insurance Company    

          Insured:  Richard G. Marcus                               

          Policy Number:  50053001                                  

          Total Sum Insured at Issue:  $2,590,000                   

          Date of Issue:  October 10, 1996