SHARE EXCHANGE AGREEMENT

          Share Exchange Agreement (this "AGREEMENT") dated as of
December 18, 1996, among Amscan Holdings, Inc., a Delaware corporation
(the "COMPANY"), and John A. Svenningsen, an individual residing in the
State of New York ("SVENNINGSEN"), Gerald C. Rittenberg, an individual
residing in the State of New York ("RITTENBERG") and the following trusts
each created by agreement dated as of October 29, 1996:  Christina
Svenningsen Trust, Jon Svenningsen Trust, Elisabeth Svenningsen Trust,
Melissa Svenningsen Trust, Emily Svenningsen Trust, and Sara Svenningsen
Trust (such six trusts being collectively, the "SVENNINGSEN TRUSTS" and
individually, a "SVENNINGSEN TRUST").

                          W I T N E S S E T H :

          WHEREAS, Svenningsen is the owner of the shares (the
"SVENNINGSEN EXCHANGE SHARES") of capital stock of the companies (the
"OPERATING COMPANIES") listed on Schedules A and B hereto in the number
and percentage listed opposite each such company; and

          WHEREAS, each of the Svenningsen Trusts is the owner of 13-1/3
shares (such 13-1/3 shares owned by a Svenningsen Trust being with
respect to such Svenningsen Trust the "TRUST EXCHANGE SHARES") of the
common stock, no par value of SSY Realty Corp., a New York corporation
and one of the Operating Companies ("SSY"); and

          Whereas, Rittenberg is the owner of 32.84 shares (the
"RITTENBERG EXCHANGE SHARES") of the common stock, no par value of Amscan
Inc., a New York corporation and one of the Operating Companies
("AMSCAN"); and

          WHEREAS, 1,000 shares of the Company's common stock, par value
$0.10 per share ("COMPANY COMMON STOCK") were issued previously to
Svenningsen in connection with the organization of the Company; and

          WHEREAS, in connection with the organization of the Company and
the initial public offering of Company Common Stock (the "TRANSACTION"),
the Company and Svenningsen wish to provide for (i) the shares of capital
stock of each of the Operating Companies identified in Schedule A hereto
which constitute a portion of the Svenningsen Exchange Shares to be
exchanged by Svenningsen for a certain number of shares of Company Common
Stock determined by the Company and Svenningsen to represent the fair
market value of such one of the Operating Companies and (ii) the shares
of capital stock of each of the Operating Companies identified in
Schedule B hereto which constitute a portion of the Svenningsen Exchange
Shares to be exchanged by Svenningsen for a combination of a certain
number of shares of Company Common Stock and cash in the
<PAGE>

                                                                        2




amount set forth opposite the name of such one of the Operating Companies
in Schedule B hereto determined by the Company and Svenningsen to
represent in the aggregate the fair market value of such one of the
Operating Companies, which shares of Company Common Stock to be delivered
to Svenningsen in respect of the Operating Companies total 15,023,616
additional shares of Company Common Stock (such aggregate number of
shares being the "SVENNINGSEN ACQUISITION SHARES"), and which cash
payments aggregate $133,000  (such aggregate cash amount being the
"SVENNINGSEN CASH PAYMENT," and together with the Svenningsen Acquisition
Shares, the "SVENNINGSEN CONSIDERATION"); and

          WHEREAS, in connection with the Transaction, the Company and
each of the Svenningsen Trusts wish to provide for the exchange by each
of such Svenningsen Trusts of the Trust Exchange Shares for the number of
shares of Company Common Stock listed opposite such Svenningsen Trust's
name on Schedule C hereto (such shares of Company Common Stock
transferred to a Svenningsen Trust being with respect to such Svenningsen
Trust the "TRUST ACQUISITION SHARES"); and

          WHEREAS, in connection with the Transaction, the Company and
Rittenberg wish to provide for the exchange by Rittenberg of the
Rittenberg Exchange Shares for 660,000 shares of Company Common Stock
(the "RITTENBERG ACQUISITION SHARES"); and

          WHEREAS, Rittenberg and the Company wish to confirm certain of
Rittenberg's agreements regarding restrictions on the transfer of the
Rittenberg Acquisition Shares.

          NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

1.   EXCHANGE OF SHARES

         (a)   Effective as of the date hereof Svenningsen transfers all
right, title and interest to the Svenningsen Exchange Shares to the
Company, in exchange for the Svenningsen Consideration, and the Company
issues and delivers the Svenningsen  Acquisition Shares and pays the
Svenningsen Cash Payment to Svenningsen in exchange for the Svenningsen
Exchange Shares.

         (b)   Effective as of the date hereof each Svenningsen Trust
transfers all right, title and interest to the Trust Exchange Shares to
the Company, in exchange for the Trust Acquisition Shares, and the
Company issues and delivers the Trust Acquisition Shares in exchange for
the Trust Exchange Shares.

         (c)   Effective as of the date hereof Rittenberg transfers all
right, title and interest to the Rittenberg Exchange Shares to the
Company, in exchange for the Rittenberg
<PAGE>

                                                                        3




Acquisition Shares, and the Company issues and delivers the Rittenberg
Acquisition Shares in exchange for the Rittenberg Exchange Shares.

2.   DELIVERY OF SHARES AND CASH PAYMENT TO SVENNINGSEN

         (a)   Promptly upon the execution and delivery of this
Agreement, (i) Svenningsen shall deliver to the Company certificates
evidencing the Svenningsen Exchange Shares, duly endorsed in blank or
accompanied by appropriate instruments of transfer in form reasonably
satisfactory to the Company, (ii) the Company shall deliver to
Svenningsen certificates evidencing the Svenningsen Acquisition Shares,
and shall record the issuance of such shares to Svenningsen on the stock
records of the Company, and (iii) the Company shall pay the Svenningsen
Cash Payment to Svenningsen by Company check, by wire transfer or as
otherwise agreed to by the parties.

         (b)   Promptly upon the execution and delivery of this
Agreement, (i) each Svenningsen Trust shall deliver to the Company
certificates evidencing the Trust Exchange Shares, duly endorsed in blank
or accompanied by appropriate instruments of transfer in form reasonably
satisfactory to the Company, and (ii) the Company shall deliver to each
Svenningsen Trust certificates evidencing the Svenningsen Acquisition
Shares and shall record the issuance of such shares to each Svenningsen
Trust on the stock records of the Company.

         (c)   Promptly upon the execution and delivery of this
Agreement, (i) Rittenberg shall deliver to the Company certificates
evidencing the Rittenberg Exchange  Shares, duly endorsed in blank or
accompanied by appropriate instruments of transfer in form reasonably
satisfactory to the Company, and (ii) the Company shall deliver to
Rittenberg certificates evidencing the Rittenberg Acquisition Shares, and
shall record the issuance of such shares to Rittenberg on the stock
records of the Company.

3    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         (a)   The Company hereby represents and warrants to Svenningsen,
Rittenberg and the Svenningsen Trusts as follows:

               (i)  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
has full corporate power and authority to conduct its business as it is
now being conducted.  The Company is duly qualified as a foreign
corporation to do business, and is in good standing, in each jurisdiction
where such qualification is necessary, except where a failure to be so
<PAGE>

                                                                        4





qualified could not reasonably be expected to have a material adverse
effect upon the business, properties or operations of the Company.

              (ii)  The authorized capital stock of the Company consists
of 50,000,000 shares of Company Common Stock, of which, without giving
effect to the shares of Company Common Stock issued pursuant hereto,
1,000 shares are issued and outstanding, and are owned of record by
Svenningsen, and 5,000,000 shares of preferred stock, par value $0.10 per
share, of which no shares are issued and outstanding.

             (iii)  No consent, approval or authorization of, or
declaration, filing or registration with, any third party, including any
governmental or regulatory authority, on the part of the Company, is
required in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby other than
the filing of a Form D pursuant to regulations under the Securities Act
of 1933, as amended (such Act and the rules and regulations thereunder,
collectively, the "1933 ACT") and other than any consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or blue sky laws in connection with the exchange
contemplated hereby.

              (iv)  The Company has full corporate power and authority to
execute, deliver and perform this Agreement, and to consummate the
transactions contemplated hereby.  The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, will not conflict with, or result in a violation of,
or constitute a material default under, any provision of the Certificate
of Incorporation or By-laws of the Company, or any material agreement,
mortgage, indenture, license, permit, lease or other instrument or any
judgment, decree, ruling or order to which the Company is a party or by
which the Company or its properties are bound.

               (v)  This Agreement has been duly authorized by all
necessary corporate action, has been duly executed and delivered by or on
behalf of the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws presently or hereafter in
effect affecting the enforcement of creditors' rights generally or by
general rules of equity.

         (b)   The Company hereby represents and warrants to Svenningsen
that the Svenningsen Acquisition Shares, when issued to Svenningsen in
accordance with the terms hereof, will have been duly authorized, validly
issued, and will be fully paid and non-assessable.  The issuance of the
Svenningsen Acquisition Shares to Svenningsen in accordance with the
terms hereof will transfer to Svenningsen full legal and valid title
thereto, free and clear of any liens, security interests, charges,
pledges or encumbrances.
<PAGE>

                                                                        5




         (c)   The Company hereby represents and warrants to each of the
Svenningsen Trusts that the Trust Acquisition Shares, when issued to such
Svenningsen Trust in accordance with the terms hereof, will have been
duly authorized, validly issued and will be fully paid and non-assessable.
The issuance of the Trust Acquisition Shares to such Svenningsen Trust in
accordance with the terms hereof will transfer to such Svenningsen Trust
full legal and valid title thereto, free and clear of any liens, security
interests, charges, pledges or encumbrances.

         (d)   The Company hereby represents and warrants to Rittenberg
that the Rittenberg Acquisition Shares, when issued to Rittenberg in
accordance with the terms hereof, will have been duly authorized, validly
issued, and will be fully paid and non-assessable.  The issuance of the
Rittenberg Acquisition Shares to Rittenberg in accordance with the terms
hereof will transfer to Rittenberg full legal and valid title thereto,
free and clear of any liens, security interests, charges, pledges or
encumbrances.

4.   REPRESENTATIONS AND WARRANTIES OF SVENNINGSEN

          Svenningsen hereby represents and warrants to the Company as
follows:

         (a)   The Svenningsen Exchange Shares are owned beneficially and
of record by Svenningsen, free and clear of any liens, security
interests, charges, pledges or encumbrances.  The Svenningsen Exchange
Shares, the Rittenberg Exchange Shares and the Trust Exchange Shares have
been duly authorized, and are validly issued, fully paid and non-
assessable, and the Svenningsen Exchange Shares represent the percentage
of issued and outstanding capital stock of the Operating Companies as set
forth on Schedules A and B hereto.  The transfer of the Svenningsen
Exchange Shares to the Company in accordance with the terms hereof will
transfer to the Company full legal and valid title thereto, free and
clear of any liens, security interests, charges, pledges or encumbrances.

         (b)   No consent, approval or authorization of, or declaration,
filing or registration with, any third party, including any governmental
or regulatory authority, on the part of Svenningsen or any of the
Operating Companies, is required in connection with the execution and
delivery of this Agreement or the consummation of the transactions
contemplated hereby other than consents which have heretofore been
obtained.

         (c)   Svenningsen has full power and authority to execute,
deliver and perform this Agreement, and to consummate the transactions
contemplated hereby.  The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
will not conflict with, or result in a violation of, or constitute a
default under, any provision of the Certificate or Articles of
Incorporation or By-laws of any of the Operating Companies, or any
material agreement, mortgage, indenture, license, permit, lease or other
instrument or any judgment, decree, ruling or
<PAGE>

                                                                        6




order to which any of Svenningsen or the Operating Companies is a party or
by which any of Svenningsen or the Operating Companies or his or their
respective properties are bound.

         (d)   This Agreement constitutes the legal, valid and binding
obligation of Svenningsen, enforceable against him in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws presently or hereafter in
effect affecting the enforcement of creditors' rights generally or by
general rules of equity.

         (e)    Svenningsen will acquire the Svenningsen Acquisition
Shares for his own account and not with a view to, or for resale in
connection with, the distribution or other disposition thereof except in
compliance with 1933 Act, and he will not, directly or indirectly, offer,
sell, pledge, transfer or otherwise dispose of any of such Svenningsen
Acquisition Shares (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of any of such Svenningsen Acquisition Shares)
except in compliance with the 1933 Act.  Svenningsen acknowledges that
the Svenningsen Acquisition Shares shall constitute "restricted
securities" as defined in Rule 144 under the 1933 Act.

         (f)   Svenningsen is an "accredited investor" as defined in
Regulation D under the 1933 Act.

5.   REPRESENTATIONS AND WARRANTIES OF THE SVENNINGSEN TRUSTS

          Each of the Svenningsen Trusts hereby represents and warrants
to the Company solely as to itself as follows:

         (a)   The Trust Exchange Shares are owned by it beneficially and
of record, free and clear of any liens, security interests, charges,
pledges or encumbrances.  The Trust Exchange Shares represent 6-2/3
percent of the issued and outstanding capital stock of SSY.  The transfer
of the Trust Exchange Shares to the Company in accordance with the terms
hereof will transfer to the Company full legal and valid title thereto,
free and clear of any liens, security interests, charges, pledges or
encumbrances.

         (b)   No consent, approval or authorization of, or declaration,
filing or registration with, any third party, including any governmental
or regulatory authority, on the part of the Svenningsen Trust, is
required in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby.

         (c)   The Svenningsen Trust has full power and authority to
execute, deliver and perform this Agreement, and to consummate the
transactions contemplated hereby.  The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, will not conflict with, or result in a
<PAGE>

                                                                        7




violation of, or constitute a default under, any material agreement,
mortgage, indenture, license, permit, lease or other instrument or any
judgment, decree, ruling or order to which the Svenningsen Trust is a
party or by which the Svenningsen Trust or its properties are bound.

         (d)   This Agreement constitutes the legal, valid and binding
obligation of the Svenningsen Trust, enforceable against it in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws presently or hereafter in
effect affecting the enforcement of creditors' rights generally or by
general rules of equity.

         (e)   The Svenningsen Trust will acquire the Trust Acquisition
Shares for its own account and not with a view to, or for resale in
connection with, the distribution or other disposition thereof except in
compliance with the 1933 Act, and the Svenningsen Trust will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise
dispose of any of such Trust Acquisition Shares (or solicit any offers to
buy, purchase or otherwise acquire or take a pledge of any of such Trust
Acquisition Shares) except in compliance with the 1933 Act.  The
Svenningsen Trust acknowledges that the Trust Acquisition Shares shall
constitute "restricted securities" as defined in Rule 144 under the 1933
Act.

         (f)   The Svenningsen Trust has such knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of the prospective investment in the Trust Acquisition
Shares and the Svenningsen Trust has received a copy of the Company's
Preliminary Prospectus dated December 2, 1996 relating to the proposed
initial public offering of Company Common Stock by the Company.

6.   REPRESENTATIONS AND WARRANTIES OF RITTENBERG

          Rittenberg hereby represents and warrants to the Company as
follows:

         (a)   The Rittenberg Exchange Shares are owned by Rittenberg
beneficially and of record, free and clear of any liens, security
interests, charges, pledges or encumbrances.  The transfer of the
Rittenberg Exchange Shares to the Company in accordance with the terms
hereof will transfer to the Company full legal and valid title thereto,
free and clear of any liens, security interests, charges, pledges or
encumbrances.

         (b)   No consent, approval or authorization of, or declaration,
filing or registration with, any third party, including any governmental
or regulatory authority, on the part of Rittenberg, is required in
connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.
<PAGE>

                                                                        8




         (c)   Rittenberg has full power and authority to execute,
deliver and perform this Agreement, and to consummate the transactions
contemplated hereby.  The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
will not conflict with, or result in a violation of, or constitute a
default under, any material agreement, mortgage, indenture, license, permit,
lease or other instrument or any judgment, decree, ruling or order to which
Rittenberg is a party or by which Rittenberg or his respective properties are
bound.

         (d)   This Agreement constitutes the legal, valid and binding
obligation of Rittenberg, enforceable against him in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws presently or hereafter in
effect affecting the enforcement of creditors' rights generally or by
general rules of equity.

         (e)   Rittenberg will acquire the Rittenberg Acquisition Shares
for his own account and not with a view to, or for resale in connection
with, the distribution or other disposition thereof except in compliance
with the 1933 Act, and he will not, directly or indirectly, offer, sell,
pledge, transfer or otherwise dispose of any of such Rittenberg
Acquisition Shares (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of any of such Rittenberg Acquisition Shares)
except in compliance with the 1933 Act.  Rittenberg acknowledges that the
Rittenberg Acquisition Shares shall constitute "restricted securities" as
defined in Rule 144 under the 1933 Act.

         (f)   Rittenberg is an "accredited investor" as defined in
Regulation D under the 1933 Act.

7.   CONFIRMATION OF RITTENBERG'S AGREEMENTS

          Subject to and in accordance with the terms of the Stock
Agreement among Rittenberg, Svenningsen and Amscan Inc., dated October 9,
1996 (the "STOCK AGREEMENT") and the Loan Agreement between Svenningsen,
Rittenberg and Kurzman & Eisenberg, LLP, as escrow agent, dated October
9, 1996 (the "LOAN AGREEMENT"), Rittenberg hereby confirms his agreement
that he will not sell any Rittenberg Acquisition Shares received by
Rittenberg hereunder for a period of twelve (12) consecutive months from
the date hereof, except that during such twelve month period, Rittenberg
may (i)  transfer any of such shares to Svenningsen to repay indebtedness
which Rittenberg might incur pursuant to the Loan Agreement, and/or (ii)
make gifts of the Rittenberg Acquisition Shares; provided, however that
Rittenberg personally agrees and agrees on behalf of the donees of
Rittenberg Acquisition Shares in connection with such gifts that none of
the donees of his gifts will sell Rittenberg Acquisition Shares prior to
the third anniversary of the transfer of the Rittenberg Acquisition
Shares to Rittenberg.

<PAGE>

                                                                        9




8.   MISCELLANEOUS

         (a)   From time to time on and after the date hereof, each of
the parties hereto shall deliver or cause to be delivered such further
documents and instruments and shall do and cause to be done such further
acts and things as shall be necessary or desirable to carry out the
intent of the parties hereto and accomplish the purposes set forth
herein.

         (b)   This Agreement may not be modified or amended except by an
instrument or instruments in writing signed by the party against whom
enforcement of any such modifications or amendment is sought.  Any party
hereto may, by an instrument in writing, waive compliance by another
party hereto with any term or provision of this Agreement included for
the benefit of such waiving party.  The waiver by any party hereto of a
breach of any terms or provisions of this Agreement shall not be
construed as a waiver of any other terms or provisions or of any further
breach.

         (c)   This Agreement, together with the related schedules
hereto, constitutes the entire agreement among the parties hereto and
supersedes all prior agreements, understandings and arrangements, oral or
written, among the parties hereto with respect to the subject matter
herein or thereof.

         (d)   This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors.  This
Agreement may not be assigned by any party hereto.

         (e)   Any notice or other communication given pursuant to this
Agreement shall be in writing and shall be given to the parties at the
following addresses or at such other addresses as the parties may
hereafter specify in writing:

          If to the Company:

               Amscan Holdings, Inc.
               80 Grasslands Road
               Elmsford, New York 10523
               Attn.:  Mr. James M. Harrison

               with a copy to:

               Cummings & Lockwood
               Four Stamford Plaza
               P.O. Box 120
               Stamford, Connecticut 06904
               Attn.:  Paul G. Hughes, Esq.

<PAGE>

                                                                       10




If to Svenningsen or any of the Svenningsen Trusts:

               Mr. John A. Svenningsen
               c/o Amscan Holdings, Inc.
               80 Grasslands Road
               Elmsford, New York  10523

               with a copy to:

               Kurzman & Eisenberg, LLP
               One North Broadway
               White Plains, New York  10601
               Attn:  Joel Lever, Esq.

          If to Rittenberg:

               Mr. Gerald C. Rittenberg
               18 Carey Drive
               Bedford, New York  10506

               with a copy to:

               Orloff, Lowenbach, Stifelman & Siegel, P.A.
               101 Eisenhower Parkway
               Roseland, New Jersey  07068
               Attn: Susan M. Holzman, Esq.


          Any such notice or communication shall be hand delivered,
mailed by registered or certified mail, return receipt requested, postage
prepaid, sent by a recognized overnight delivery service or sent by
telecopier with receipt confirmed by telephone by the recipient of such
notice or other communication.  If hand delivered, notice shall be
effective upon delivery; if mailed, notice shall be effective upon the
fourth day following the postmark date; if sent by a recognized overnight
delivery service, notice shall be effective upon the second business day
after deposit with such delivery service; if telecopied, notice shall be
effective upon confirmation of receipt.

         (f)   This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving effect
to principles of conflict of laws. All claims, disputes or causes of
action relating to or arising out of this Agreement shall be

<PAGE>

                                                                       11




brought, heard and resolved solely and exclusively by and in a federal or
state court situated in New York.

         (g)   This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         (h)   Descriptive headings are for convenience only and will not
control or affect the meaning or construction of any provision of this
Agreement.

          IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.


                              Amscan Holdings, Inc.

                              /s/ James M. Harrison
                              --------------------------------------
                              Name:  James M. Harrison
                              Title:  Chief Financial Officer and
                                      Secretary


                              /s/ John A. Svenningsen
                              --------------------------------------
                              John A. Svenningsen


                              /s/ Gerald C. Rittenberg
                              --------------------------------------
                              Gerald C. Rittenberg
<PAGE>

                                                                       12





                              Christina Svenningsen Trust

                                  /s/ John A. Svenningsen
                              By------------------------------------
                                    John A Svenningsen, Trustee


                              JON SVENNINGSEN TRUST

                                  /s/ John A. Svenningsen
                              By------------------------------------
                                    John A Svenningsen, Trustee


                              ELISABETH SVENNINGSEN TRUST

                                  /s/ John A. Svenningsen
                              By------------------------------------
                                    John A Svenningsen, Trustee


                              MELISSA SVENNINGSEN TRUST

                                  /s/ John A. Svenningsen
                              By------------------------------------
                                    John A Svenningsen, Trustee


                              EMILY SVENNINGSEN TRUST

                                  /s/ John A. Svenningsen
                              By------------------------------------
                                    John A Svenningsen, Trustee


                              SARA SVENNINGSEN TRUST

                                  /s/ John A. Svenningsen
                              By------------------------------------
                                    John A Svenningsen, Trustee

<PAGE>






                                 SCHEDULE A


                              Number of Shares and Percentage of Issued and
                           Outstanding Shares Owned and To Be Exchanged by
    Name of Entity                            John A. Svenningsen

Amscan Inc.                660 shares of common stock, no par value/100%
Am-Source, Inc.             60 shares of common stock, no par value/50%
Trisar, Inc.               266.66 shares of common stock, no par value/100%
JCS Realty Corp.             1 share of common stock, no par value/100%
SSY Realty Corp.           120 shares of common stock, no par value/60%

<PAGE>


                                 SCHEDULE B

                            Number of Shares and
                            Percentage of Issued and
                            Outstanding Shares Owned          Cash Portion of
                            and To Be Exchanged by            Svenningsen
    Name of Entity          John A. Svenningsen               Consideration

Amscan Distributors       3,000 shares of common stock, par
(Canada) Ltd.             value $1 (Canadian) per share/100%     $75,000

Amscan Svenska AB         1,500 shares of common stock,
                          no par value/100%                       $2,000

Amscan Holdings Limited   215,625 shares of common
                          stock, par value 20p per
                          share/75%                              $20,000

                          5,000 shares of preference stock,
                          par value 1 British Pound Sterling
                          per share/100%

Amscan (Asia Pacific)     760 shares of common stock, par
Pty. Ltd.                 value Aus. $1 per share/85%            $20,000


Amscan Partyartikel GmbH  47,500 shares/95%                      $14,000

Amscan de Mexico, S.A.    30 shares of Class B common stock,
de C.V.                   no par value and 1,730 shares of
                          Class B-1 common stock, no par
                          value/50% of all outstanding
                          shares of capital stock                 $2,000

<PAGE>


                                 SCHEDULE C



    Name of Trust                           Number of Shares of
                                            Company Common Stock

Christina Svenningsen Trust                      23,076
Jon Svenningsen Trust                            23,077
Elisabeth Svenningsen Trust                      23,077
Melissa Svenningsen Trust                        23,077
Emily Svenningsen Trust                          23,077
Sara Svenningsen Trust                           23,077