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                                                                EXHIBIT 10.16
               WAIVER AND FIFTH AMENDMENT TO REVOLVING CREDIT,
                   TERM LOAN AND GOLD CONSIGNMENT AGREEMENT

          This Waiver and Fifth Amendment dated as of March 30, 1999 (the 
"Amendment") is made pursuant to that certain Revolving Credit, Term Loan and 
Gold Consignment Agreement dated as of December 16, 1996 (as amended and in 
effect from time to time, the "Credit Agreement"), by and among COMMEMORATIVE 
BRANDS, INC. (f/k/a Scholastic Brands, Inc.), a Delaware corporation (the 
"Borrower"); BANKBOSTON, N.A. (f/k/a The First National Bank of Boston and 
successor by merger to Rhode Island Hospital Trust National Bank), RHODE 
ISLAND HOSPITAL TRUST NATIONAL BANK, a national banking association, and the 
other financial institutions listed on SCHEDULE 1 to the Credit Agreement 
(collectively, the "Banks"); and BANKBOSTON, N.A. as agent for itself and the 
Banks.  Capitalized terms used herein and which are not otherwise defined 
shall have the respective meanings ascribed thereto in the Credit Agreement.

          WHEREAS, the Borrower and the Banks have agreed to modify certain 
terms and conditions of the Credit Agreement as specifically set forth in 
this Amendment;

          NOW, THEREFORE, in consideration of the mutual agreements contained 
herein and for other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

          SECTION 1.     AMENDMENT TO SECTION 1.1 OF THE CREDIT AGREEMENT.  
The definition of "Modified Funded Debt Ratio" contained in SECTION 1.1 of 
the Credit Agreement is hereby amended in its entirety to read as follows:

               "MODIFIED FUNDED DEBT RATIO.  The ratio of (a) Consolidated
          Operating Cash Flow for the four fiscal quarters of the Borrower
          ended immediately prior to the date of any CH Management Fee
          payment LESS the CH Management Fee proposed to be made TO (b)
          Consolidated Debt Service for the four fiscal quarters of the
          Borrower ended immediately prior to the date of any CH Management
          Fee payment."

          SECTION 2.     AMENDMENT TO SECTION 13.5 OF THE CREDIT AGREEMENT. 
SECTION 13.5 of the Credit Agreement is hereby amended in its entirety to 
read as follows:

               "Section 13.5  CONSOLIDATED NET WORTH.  The Borrower will
          not permit Consolidated Net Worth on May 27, 1999 to be less than
          $44,000,000.  On May 28, 1999 the Borrower will deliver a
          certificate setting forth in reasonable detail computations
          evidencing compliance with this Section 13.5 in form and
          substance satisfactory to the Agent."

          SECTION 3.     WAIVER  TO SECTION 12.15 OF THE CREDIT AGREEMENT.  
The Banks and the Agent hereby agree to waive the Borrower's compliance with 
Section 12.15 of the Credit Agreement to the extent necessary to permit the 
Borrower to extend the maturity date of the Short Term Revolving 

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Credit Note; PROVIDED, HOWEVER the maturity date of the Short Term Revolving 
Credit Note shall be on or after May 28, 1999.

          SECTION 4.     CONDITIONS TO EFFECTIVENESS.  This Amendment shall 
not become effective until the Agent receives the following:

               (a)  a counterpart of this Amendment, executed by the each of 
the Borrower, the Agent and the Majority Banks; and

               (b)  an amendment fee of $43,750 paid by the Borrower for the 
PRO RATA account of each Bank based on such Bank's percentage of the Total 
Commitment.

          SECTION 5.     REPRESENTATIONS AND WARRANTIES.  The representations 
and warranties of the Borrower contained in the Credit Agreement were true 
and correct when made and continue to be true and correct on and as of the 
date hereof as if made on the date hereof except to the extent of changes 
resulting from transactions contemplated or permitted by the Credit Agreement 
and to the extent that such representations and warranties relate expressly 
to an earlier date.  No Default or Event of Default has occurred and is 
continuing.

          SECTION 6.     RATIFICATION, ETC.  Except as expressly amended 
hereby, the Credit Agreement and all documents, instruments and agreements 
related thereto, including, but not limited to the Security Documents, are 
hereby ratified and confirmed in all respects and shall continue in full 
force and effect.  The Credit Agreement and this Amendment shall be read and 
construed as a single agreement.  All references in the Credit Agreement or 
any related agreement or instrument to the Credit Agreement shall hereafter 
refer to the Credit Agreement as amended hereby.

          SECTION 7.     COUNTERPARTS.  This Amendment may be executed in one 
or more counterparts, each of which shall be deemed an original but which 
together shall constitute one and the same instrument.

          SECTION 8.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, 
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF 
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).

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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment 
as a document under seal as of the date first above written.

          COMMEMORATIVE BRANDS, INC. (f/k/a Scholastic 
          Brands, Inc.)

          BY:  /s/ C. W. WALLS
             ---------------------------------------
             NAME:  CLYDE W. WALLS
             TITLE:  TREASURER


          BANKBOSTON, N.A. (f/k/a The First National Bank 
          of Boston and successor by merger to Rhode 
          Island Hospital Trust National Bank), individually 
          and as Agent

          BY:  /s/ JAMES J. WARD
             ---------------------------------------
             NAME:  JAMES J. WARD
             TITLE:  DIRECTOR


          LASALLE NATIONAL BANK

          BY:  /s/ DAVID P. GIBSON
             ---------------------------------------
             NAME:  DAVID P. GIBSON
             TITLE:  VICE PRESIDENT

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          BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
          (f/k/a CREDITANSTALT-BANKVEREIN)

          BY:  /s/ JOHN G. TAYLOR
             ---------------------------------------
             NAME:  JOHN G. TAYLOR
             TITLE:  SENIOR ASSOCIATE

          BY:  /s/ ROBERT M. BIRINGER
             ---------------------------------------
             NAME:  ROBERT M. BIRINGER
             TITLE:  EXECUTIVE VICE PRESIDENT


          FLEET PRECIOUS METALS INC.

          BY:
             ---------------------------------------
             NAME:
             TITLE:

          BY:
             ---------------------------------------
             NAME:
             TITLE:


          HELLER FINANCIAL, INC.

          BY:  /s/ JOHN A. FINNERTY
             ---------------------------------------
             NAME:  JOHN A. FINNERTY
             TITLE:  SENIOR VICE PRESIDENT

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          FLEET BUSINESS CREDIT CORPORATION
          (f/k/a SANWA BUSINESS CREDIT CORPORATION)

          BY:
             ---------------------------------------
             NAME:
             TITLE:

          BY:
             ---------------------------------------
             NAME:
             TITLE:


          UNION BANK OF CALIFORNIA, N.A.

          BY:  /s/ GRETCHEN WILE
             ---------------------------------------
             NAME:  GRETCHEN WILE
             TITLE:  ASSISTANT VICE PRESIDENT