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              FOURTH AMENDMENT AND WAIVER AGREEMENT


     MULTI-COLOR CORPORATION, an Ohio corporation (the
"Company"), PNC BANK, OHIO, NATIONAL ASSOCIATION and STAR BANK,
NATIONAL ASSOCIATION (each individually a "Lender" and
collectively the "Lenders") and PNC BANK, OHIO, NATIONAL ASSOCIA-
TION, as agent for the Lenders (the "Agent"), hereby agree as
follows effective as of _________________________, 1995
("Effective Date"):

     1.   Recitals.

          1.1  On July 15, 1994 the Company, the Lenders and the
Agent entered into a Credit, Reimbursement and Security Agreement
which has been amended by a First, Second and Third Amendment and
Waiver Agreement (as amended, the "Credit Agreement"). 
Capitalized terms used herein and not otherwise defined herein
will have the meanings given such terms in the Credit Agreement.

          1.2  The Company has requested that the Lenders waive
an Event of Default under the Credit Agreement and amend the
Credit Agreement and the Lenders are willing to do so subject to
and in accordance with the terms of this Fourth Amendment and
Waiver Agreement (the "Fourth Amendment").

     2.   Amendments.  The Credit Agreement, the Revolving Credit
Notes and the other Loan Documents are hereby amended as follows:

          2.1  Section 1.1.20 of the Credit Agreement is amended
in its entirety to provide:

               1.1.20    "Borrowing Base" will equal the lesser
          of (a) the sum of eighty percent (80%) of the Eligible
          Accounts Receivable plus fifty percent (50%) of
          Eligible Inventories less $1,500,000, less the
          aggregate face amount of all outstanding Standby
          Letters of Credit, or (b) the Total Revolving
          Commitment.

     If the Company has not provided the Agent with the BKS
Consent and the title endorsement referred to in Sections 5.7 and
5.8 of the Collateral Assignment of Note, Loan Agreement and
Mortgage of even date herewith within 20 calendar days of the
effective date hereof, then Section 1.1.20 of the Credit
Agreement automatically shall be amended in its entirety as
follows:

               1.1.20    "Borrowing Base" will equal the lesser
          of (a) the sum of eighty percent (80%) of the Eligible
          Accounts Receivable plus fifty percent (50%) of
          Eligible Inventories less $2,000,000, less the
          aggregate face amount of all outstanding Standby
          Letters of Credit, or  (b) the Total Revolving
          Commitment.

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          2.2  All references in the Credit Agreement (including
Exhibit A thereto), the Revolving Credit Notes and the other Loan
Documents to the amount of each Revolving Credit Note and/ the
amount of the Revolving Commitment of each Lender is changed from
$2,500,000 to $2,000,000 and all references in such documents to
the amount of the Revolving Credit Facility are changed from
$5,000,000 to $4,000,000.

          2.3  Section 10.2 of the Credit Agreement is deleted
and replaced by the following:

                    10.2 Leases.  Enter into or permit to remain
               in effect any rental or lease agreement for real
               or personal property whose term (including renewal
               options) exceeds 72 months or if aggregate annual
               rental payments under all lease agreements for
               real and personal property on an annual basis
               would exceed $400,000.

     3.   Waivers.

          3.1  The Lenders and the Agent hereby waive any Event
of Default or Default that occurred prior to the Effective Date
from the Company's failure to comply with Section 10.2 of the
Credit Agreement.

          3.2  The waivers set forth in Section 3.1, above, will
relate only to the specific matter covered by such Section and do
not constitute a waiver of any of the Events of Default covered
by the default letter dated September 15, 1995 sent by Agent to
the Company ("Default Letter").  In no event will the Lenders and
the Agent be under any obligation to provide additional waivers
or enter into any amendments to the Credit Agreement with regard
to those items or any other provision of the Credit Agreement.

     4.   Representations, Warranties and Covenants of the
Company. To induce the Lenders and the Agent to enter into this
Fourth Amendment, the Company represents and warrants as follows:

          4.1  The representations and warranties of the Company
contained in Section 8 of the Credit Agreement are deemed to have
been made again on and as of the date of execution of this Fourth
Amendment and are true and correct as of the date of the
execution of this Fourth Amendment.

          4.2  No Event of Default (as such term is defined in
Section 11 of the Credit Agreement) or event or condition which
with the lapse of time or giving of notice or both would
constitute an Event of Default exists on the date hereof, except
for defaults that had been waived in accordance with Section 3,
above and those referred to in the Default Letter.

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          4.3  The person executing this Fourth Amendment is a
duly elected and acting officer of the Company and is duly
authorized by the Board of Directors of the Company to execute
and deliver this Fourth Amendment on behalf of the Company.

     5.   Claims and Release of Claims by the Company. The
Company represents and warrants that the Company does not have
any claims, counterclaims, setoffs, actions or causes of actions,
damages or liabilities of any kind or nature whatsoever whether
at law or in equity, in contract or in tort, whether now accrued
or hereafter maturing (collectively, "Claims") against the
Lenders or the Agent, their respective direct or indirect parent
corporations or any direct or indirect affiliates of such parent
corporation, or any of the foregoing's respective directors,
officers, employees, agents, attorneys and legal representatives,
or the successors or assigns of any of them (collectively,
"Lender Parties") that directly or indirectly arise out of, are
based upon or are in any manner connected with any Prior Related
Event.  As an inducement to the Lenders and the Agent to enter
into this Fourth Amendment, the Company on behalf of itself, and
all of its successors and assigns hereby knowingly and
voluntarily releases and discharges all Lender Parties from any
and all Claims, whether known or unknown, that directly or
indirectly arise out of, are based upon or are in any manner
connected with any Prior Related Event.  As used herein, the term
"Prior Related Event" means any transaction, event, circumstance,
action, failure to act, occurrence of any sort or type, whether
known or unknown, which occurred, existed, was taken, permitted
or begun at any time prior to the Effective Date or occurred,
existed, was taken, was permitted or begun in accordance with,
pursuant to or by virtue of any of the terms of the Credit
Agreement or any documents executed in connection with the Credit
Agreement or which was related to or connected in any manner,
directly or indirectly to the Notes or Letter of Credit.

     6.   Conditions.  The Lenders' and Agent's obligations
pursuant to this Fourth Amendment are subject to the following
conditions:

          6.1  The Agent shall have been furnished copies,
certified by the Secretary or assistant Secretary of the Company,
of resolutions of the Board of Directors of the Company
authorizing the execution of this Fourth Amendment and all other
documents executed in connection herewith.

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          6.2  The representations and warranties of the Company
in Section 4, above, shall be true.

          6.3  The Company shall pay all expenses and attorneys
fees incurred by the Lender in connection with the preparation,
execution and delivery of this Fourth Amendment and related
documents.

          6.4  The Agent shall have been furnished evidence
satisfactory to it of the deposit into the Company's account at
Agent of the sum of $500,000 in connection with the issuance of
$500,000 in subordinated convertible promissory notes by the
Company to investors, all in form and substance acceptable to
Agent.

          6.5  The Agent shall have received a collateral
assignment of the BKS Enterprises, Inc. ("BKS"), Loan Agreement,
Note and Mortgage, all in form and substance acceptable to
Lender.  All payments received by Agent under the BKS Note will
be held by Agent in a separate interest bearing account by Agent
and upon receipt of the regular Sinking Fund payment required
under Section 4 of the Credit Agreement, such BKS payment will be
deposited into the Sinking Fund Accounts.  The BKS payments will
not reduce the amount of the regular Sinking Fund payment
required under Section 4 of the Credit Agreement.

     7.   General.

          7.1  Except as expressly modified herein, the Credit
Agreement, as amended, is and remains in full force and effect.

          7.2  Except as specifically provided in Section 3,
nothing contained herein will be construed as waiving any default
or Event of Default under the Credit Agreement or will affect or
impair any right, power or remedy of the Lenders or the Agent
under or with respect to the Credit Agreement, as amended, or any
agreement or instrument guaranteeing, securing or otherwise
relating to the Credit Agreement.

          7.3  This Fourth Amendment will be binding upon and
inure to the benefit of the Company, the Lenders and the Agent
and their successors and assigns.

          7.4  All representations, warranties and covenants made
by the Company herein will survive the execution and delivery of
this Fourth Amendment.

          7.5  This Fourth Amendment will in all respects be
governed and construed in accordance with the laws of the State
of Ohio.

          7.6  This Fourth Amendment may be executed in one or
more counterparts, each of which will be deemed an original and
all of which together will constitute one and the same
instrument.

     Executed as of the Effective Date.

                                        MULTI-COLOR CORPORATION,
                                        as Company


                                        By: ____________________
                                        Print Name: ____________
                                        Title: _________________


                                        PNC BANK, OHIO,
                                        NATIONAL ASSOCIATION,
                                        on its own behalf as
                                        Lender and as Agent



                                        By:_____________________
                                        Print Name:_____________
                                        Title:__________________