SPLIT-DOLLAR AGREEMENT

                    SPLIT-DOLLAR AGREEMENT (this "Agreement") made
          and entered into as of this 9th day of January, 1997 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 Joseph D. Burns, an individual
          residing in the State of New Jersey (the "Employee").

                    The Employee is employed by the Corporation as
          a Vice President and General Manager.

                    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").  The Policy has been issued
          by Massachusetts Mutual Life Insurance Company (the
          "Insurer").

                    The Employee 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 Employee 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.   THE POLICY.  The Policy has a Selected
                         Face Amount (as such term is defined in
                         the Policy) of $320,000.  The parties
                         hereto agree that they will take any
                         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 Employee is the
                         sole and absolute owner of the Policy. 
                         The Employee shall have and may exercise
                         all ownership rights granted to the owner
                         of the Policy by its terms, 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 of the exact amount
                         due from the Employee 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 Employee shall
                         pay such required contribution to the
                         Corporation prior to the premium due date. 
                         If the Employee 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
                         Employee, 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
                         Employee 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 Employee 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
                         Employee 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 EMPLOYEE'S RIGHTS IN
                         POLICY.

                              a.   Except as otherwise provided
                         herein, the Employee 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 Employee 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 Employee
                         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 Employee 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 Employee to the Corporation under  
                         this Agreement with respect to the Policy. 
                         Interest on any such Policy loan shall be
                         the responsibility of the Employee as such
                         interest becomes due.

                    6.   COLLECTION OF DEATH PROCEEDS.

                              a.   Upon the death of the Employee,
                         the Corporation and the Policy beneficiary
                         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 Corporation 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,
                         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 16 years after the Issue Date (as
                         such term is defined in the Policy) by
                         written notice to the Employee.  Such
                         termination shall be effective as of the
                         date of such notice.

                              c.   In addition, the Employee 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 Employee shall
                         have the option of obtaining the release
                         of the collateral assignment of the Policy
                         to the Corporation.  To obtain such
                         release, the Employee 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 Employee fails to
                         exercise such option within such 60-day
                         period, then, at the request of the
                         Corporation, the Employee shall execute
                         any document or documents required by the
                         Insurer to transfer all interests of the
                         Employee in the Policy, including without  
                         limitation the Employee'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 Employee.  Thereafter,
                         neither the Employee nor the Employee'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
                         Employee 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.

                         Within 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 Employee and his respective
                         successors, assigns, heirs, executors,
                         administrators 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.

                    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 know
                         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.


                                        By /s/ Joseph D. Burns   
                                           ----------------------
                                           Joseph D. Burns


          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:  Joseph D. Burns                                

          Policy Number:  0025309                                  

          Selected Face Amount of Insurance:  $320,000             

          Issue Date:  December 16, 1996