AMENDMENT NO. 4

                                       TO

                           SECOND AMENDED AND RESTATED
                  REVOLVING CREDIT LOAN AND SECURITY AGREEMENT

     THIS AMENDMENT NO. 4  ("Amendment")  is entered into as of January 12, 2000
among THE FONDA GROUP, INC., a corporation organized under the laws of the State
of Delaware ("Borrower"),  the undersigned financial institutions (collectively,
the "Lenders" and  individually  a "Lender") and IBJ WHITEHALL  BUSINESS  CREDIT
CORPORATION  ("IBJWBCC")  (F/K/A IBJ SCHRODER BUSINESS CREDIT  CORPORATION),  as
successor to IBJ SCHRODER BANK & TRUST COMPANY,  as agent for Lenders  (IBJWBCC,
in such capacity, the "Agent").

                                   BACKGROUND

     Borrower,  Agent and Lenders are parties to a Second  Amended and  Restated
Revolving  Credit and Security  Agreement  dated as of February  27,1997 (as the
same has been and may further be amended,  restated,  supplemented  or otherwise
modified  from time to time,  the "Loan  Agreement")  pursuant to which  Lenders
provided Borrower with certain financial accommodations.

     Borrower has  concurrently  herewith  purchased  from Creative  Expressions
Group,  Inc.  ("CEG"),  an affiliate of Borrower,  certain  inventory  (the "CEG
Inventory") for an aggregate  purchase price of $5,000,000 payable by Borrower's
accepting title to the CEG Inventory subject to the lien created pursuant to the
CEG  Loan  Agreement  (as  defined  in the  Commitment  Transfer  Supplement  as
hereinafter  defined)  and by  Borrower's  assuming  payment of the  obligations
secured thereby in the aggregate amount of $5,000,000.

     Lenders have currently  herewith purchased all right, title and interest of
the Transferor Lenders (as defined in the Commitment Transfer Supplement) in and
to the CEG Loan  Agreement.  Borrower has requested that Agent and Lenders amend
the Loan Agreement to reflect the $5,000,000 of revolving credit loans which are
simultaneously  being  transferred  to and purchased by Lenders  pursuant to the
terms and conditions of the Commitment  Transfer Supplement in the form attached
hereto as  Exhibit A (the  "Commitment  Transfer  Supplement")  and  assumed  by
Borrower  pursuant to the terms and  conditions of an Assignment  and Assumption
Agreement in the form attached hereto as Exhibit B (the "Assumption  Agreement")
and  Agent  and  Lenders  are  willing  to do so on  the  terms  and  conditions
hereinafter set forth.

     NOW, THEREFORE,  in consideration of any loan or advance or grant of credit
heretofore  or  hereafter  made to or for the  account of  Borrower  by Agent or
Lenders,  and for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
<PAGE>
     1.   Definitions. All capitalized  terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.

     2.   Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 3 below,  the Loan Agreement is hereby amended as
follows:

     (a)  Section 1.2 of the Loan Agreement is hereby amended as follows:

          (i) the defined terms "Maximum  Revolving Advance Amount" and "Maximum
     Revolving Loan  Commitment" are hereby amended in their entirety to provide
     as follows:

          "Maximum Revolving Advance Amount" shall mean (a) $50,000,000 plus (b)
          $5,000,000 (which reflects the amount of the Assumed Indebtedness), as
          reduced in accordance with Section 2.12 hereof.

          "Maximum  Revolving  Loan  Commitment"  of any  Lender  shall mean the
          Commitment  Percentage  of  such  Lender  multiplied  by  the  Maximum
          Revolving Advance Amount.

          (ii) the following defined terms are hereby added in their appropriate
     alphabetical order:

          "Amendment No. 4" shall mean  Amendment No. 4 to this Agreement  dated
          as of January 12, 2000 by and among Borrower, Lenders and Agent.

          "Amendment  No. 4  Effective  Date"  shall  mean the date  upon  which
          Amendment No. 4 becomes effective.


          "Assumed  Indebtedness"  shall mean the $5,000,000 of revolving credit
          loans of CEG which were  assumed by  Borrower on the  Amendment  No. 4
          Effective  Date  pursuant to the terms of  Assignment  and  Assumption
          Agreement attached to Amendment No. 4 as Exhibit B and with respect to
          such  revolving  credit  loans  all  rights  attendant   thereto  were
          simultaneously  transferred by the lenders of CEG to Lenders  pursuant
          to the terms and  conditions  of the  Commitment  Transfer  Supplement
          attached to Amendment No. 4 as Exhibit A.

     (b)  A  new  subsection  2.6(d)  is  hereby  added  immediately   following
subsection 2.6(c):

          "(d) the Assumed Indebtedness shall be deemed to be the last Revolving
          Advances repaid by Borrower under this Agreement."

     (c)  Section 7.11 is hereby amended in its entirety to provide as follows:
<PAGE>
          "7.11  Leases Enter as lessee into any lease  arrangement  for real or
          personal property (unless  capitalized and permitted under Section 7.6
          hereof)  if after  giving  effect  thereto,  aggregate  annual  rental
          payments for all leased  property  would exceed  $5,000,000 in any one
          fiscal year."

     (d)  Schedules  1.2,  4.5, 5.2,  5.8(b),  5.8(d),  5.9 and 5.14 of the Loan
Agreement  are hereby  amended in their  entirety by Schedules  1.2,  4.5,  5.2,
5.8(b), 5.8(d), 5.9 and 5.14 hereto.

     3.   Conditions of Effectiveness. This Amendment shall become  effective on
January  12, 2000 (the  "Effective  Date") upon  satisfaction  of the  following
conditions precedent:

          (i) Agent  shall  have  received  four (4)  copies  of this  Amendment
     executed by Lenders,  Borrower and consented and agreed to by Dennis Mehiel
     as guarantor,

          (ii) Agent shall have received  amended and restated Notes in favor of
     each  Lender  duly  executed  and  delivered  by an  authorized  officer of
     Borrower;

          (iii)  Each  document  (including,  without  limitation,  any  Uniform
     Commercial  Code  financing  statement)  required  by this  Amendment,  any
     related  agreement or under law or reasonably  requested by the Agent to be
     filed,  registered  or  recorded in order to create,  in favor of Agent,  a
     perfected  security interest in or lien upon the Collateral shall have been
     properly  filed,  registered or recorded in each  jurisdiction in which the
     filing,  registration  or recordation  thereof is so required or requested,
     and Agent shall have received an  acknowledgment  copy,  or other  evidence
     satisfactory  to it, of each such filing,  registration  or recordation and
     satisfactory  evidence of the payment of any necessary  fee, tax or expense
     relating thereto;

          (iv) Agent shall have received a copy of the resolutions,  in form and
     substance  reasonably  satisfactory  to Agent, of the Board of Directors of
     Borrower  authorizing  (i) the execution,  delivery and performance of this
     Amendment  certified by the Secretary or an Assistant Secretary of Borrower
     as of the  Effective  Date;  and,  such  certificate  shall  state that the
     resolutions thereby certified have not been amended,  modified,  revoked or
     rescinded as of the date of such certificate;

          (v) Agent shall have  received a  certificate  of the  Secretary or an
     Assistant  Secretary  of  Borrower,  dated the  Effective  Date,  as to the
     incumbency  and  signature  of the  officers  of  Borrower  executing  this
     Agreement,  any  certificate  or  other  documents  to be  delivered  by it
     pursuant hereto, together with evidence of the incumbency of such Secretary
     or Assistant Secretary;

          (vi)  Agent  shall have  received  executed  copies of the  Commitment
     Transfer  Supplement,  the Assumption Agreement and all the other documents
     set forth on Exhibit C hereto  (the  "Other  Documents"),  each in form and
     substance satisfactory to Agent.

          (vii) Agent shall have received, in form and substance satisfactory to
     Agent,  loss payable  endorsements  on Agent's  standard form of loss payee
     endorsement naming Agent as
<PAGE>
     loss  payee  on  each  insurance  policy  of  Borrower,  and  together with
     endorsements  naming Agent as a co-insured on each such policy;

          (viii) Agent shall have  received  any and all  Consents  necessary to
     permit the effectuation of the transactions contemplated by this Agreement,
     the Commitment Transfer Supplement,  the Assumption Agreement and the Other
     Documents; and, Agent shall have received such Consents and waivers of such
     third  parties as might assert  claims with respect to the  Collateral,  as
     Agent and its counsel shall deem necessary;

          (ix) Agent shall have received a fully executed copy of the opinion of
     Harvey Friedman, Esq., which shall be in form and substance satisfactory to
     Agent;

          (x) Agent shall have  received  landlord,  mortgagee  or  warehouseman
     agreements  satisfactory  to Agent with respect to all  premises  leased by
     Borrower at which Inventory is located; and

          (xi) Agent shall have received such other  certificates,  instruments,
     documents,  agreements  and opinions of counsel as may be required by Agent
     or its counsel,  each of which shall be in form and substance  satisfactory
     to Agent and its counsel.

     4.   Representations and Warranties.Borrower hereby represents and warrants
as follows:

          (a)  This  Amendment  and  the  Loan  Agreement,  as  amended  hereby,
     constitute  legal,  valid  and  binding  obligations  of  Borrower  and are
     enforceable against Borrower in accordance with their respective terms.

          (b)  Upon  the  effectiveness  of  this  Amendment,   Borrower  hereby
     reaffirms all covenants,  representations  and warranties  made in the Loan
     Agreement to the extent the same are not amended  hereby and agree that all
     such covenants, representations and warranties shall be deemed to have been
     remade as of the effective date of this Amendment.

          (c) No Event of Default or Default has occurred and is  continuing  or
     would exist after giving effect to this Amendment.

          (d)  Borrower has no defense,  counterclaim  or offset with respect to
     the Loan Agreement.

     5.   Effect on the Loan Agreement.

          (a) Upon the effectiveness of Section 2 hereof,  each reference in the
     Loan  Agreement to "this  Agreement,"  "hereunder,"  "hereof,"  "herein" or
     words of like import shall mean and be a reference to the Loan Agreement as
     amended hereby.
<PAGE>
          (b) Except as specifically amended herein, the Loan Agreement, and all
     other  documents,  instruments and agreements  executed and/or delivered in
     connection therewith, shall remain in full force and effect, and are hereby
     ratified and confirmed.

          (c) The execution,  delivery and effectiveness of this Amendment shall
     not  operate  as a waiver  of any  right,  power or  remedy of Agent or any
     Lender, nor constitute a waiver of any provision of the Loan Agreement,  or
     any other  documents,  instruments or agreements  executed and/or delivered
     under or in connection therewith.

     6.   Governing Law. This  Amendment  shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors and assigns and
shall be governed by and construed in  accordance  with the laws of the State of
New York.

     7.   Headings. Section  headings in this Amendment are included  herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

     8.   Counterparts.  This Amendment may be executed by the parties hereto in
one or more  counterparts,  each of which shall be deemed an original and all of
which taken together shall constitute one and the same agreement.  Any signature
delivered by telecopy shall be deemed to be an original signature hereto.

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first written above.


                                         THE FONDA GROUP, INC.

                                         By: /s/ Hans H. Heinsen
                                            --------------------
                                         Name:  Hans H. Heinsen
                                         Title: Senior Vice President

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>

IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as Lender and as Agent

By: /s/ Robert Wallace
    ------------------
Name:  Robert Wallace
Title: Vice President


NATIONAL CITY COMMERCIAL FINANCE, INC., as Lender

By: /s/
    ------------------
Name:
Title:


PNC BANK, NATIONAL ASSOCIATION, as successor to
BTM CAPITAL CORPORATION
(F/K/A BOT FINANCIAL CORPORATION), as Lender


By: /s/ Michelle Stanley-Nurse
    --------------------------
Name:  Michelle Stanley-Nurse
Title: Vice President


FIRST UNION NATIONAL BANK successor by merger to SIGNET BANK, as Lender


By: /s/
    --------------------------
Name:
Title:


CONSENTED AND AGREED TO:


/s/ Dennis Mehiel
-----------------
Dennis Mehiel

<PAGE>


                                    Exhibit A

                         Commitment Transfer Supplement
                                  (Omitted)




<PAGE>


                                    Exhibit B

                              Assumption Agreement
                                  (Omitted)


<PAGE>


                                    Exhibit C

                                 Other Documents


None


<PAGE>


                                    Schedules

                                    (Omitted)