<PAGE>


                       FIRST AMENDMENT AND CONSENT

                  FIRST AMENDMENT AND CONSENT (this "Amendment"), dated
as of March 17, 1998, by and among PRECISE HOLDING CORPORATION, a
Delaware corporation ("Parent"), PRECISE TECHNOLOGY, INC., a Delaware
corporation (the "Borrower"), each Subsidiary of the Borrower party to
the Credit Agreement referred to below (each a "Subsidiary Guarantor" and
collectively, the "Subsidiary Guarantors"), the banks, financial
institutions and other institutional lenders party to the Credit
Agreement referred to below (the "Lenders") and FLEET NATIONAL BANK
("Fleet"), as agent for the Lenders (the "Agent") and as Issuing Bank.
Capitalized terms that are used but not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement referred to
below.

                  WHEREAS, Parent, the Borrower, each Subsidiary
Guarantor, the Lenders and Fleet are parties to that certain Credit
Agreement dated as of June 13, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement");

                  WHEREAS, the Borrower has requested that the Lenders
consent to certain modifications and amendments to the Credit Agreement
as provided herein; and

                  WHEREAS, subject to the terms and conditions herein,
the Lenders are willing to grant such consent and agree to such
modifications and amendments;

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

         I.       Amendments and Modifications to the Credit Agreement

                  1. On and after the Amendment Effective Date (as
hereinafter defined), Section 1.01 of the Credit Agreement is hereby
amended by:

                  (a) deleting the definition of "Fixed Charge Coverage
Ratio" appearing therein and inserting the following new definition in
lieu thereof:

                  "Fixed Charge Coverage Ratio" means, with respect to
any Person for any Rolling Period, the ratio of (a) Consolidated EBITDA
for such Person and its Subsidiaries for such Rolling Period less the
amount of all Capital Expenditures of such Person and its Subsidiaries
that have been paid in cash during such Rolling Period (but excluding, to
the extent included herein, Capital Expenditures that have been paid in
cash in an amount of up to $2,347,000 for the 1997 Fiscal Year and up to
$913,000 for the 1998 Fiscal Year, provided that any such amounts are

directly associated with the Holden Facility and/or the purchase,
installation and implementation by the Borrower of the new enterprise
resource planning (ERP) software system by BaaN used for the Borrower's
primary business applications) to (b) the sum of (i) Interest



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Expense of such Person and its Subsidiaries that has been paid in cash
during such Rolling Period and (ii) regularly scheduled principal
payments of Funded Debt and any Capitalized Leases of such Person and its
Subsidiaries made during such Rolling Period."; and

                  (b) inserting in the appropriate alphabetical order the
following new definition:

                  "Holden Facility" means the new project being
undertaken by the Borrower to manufacture injection molded plastic
products for Gillette at its Holden, Massachusetts facility."

                  2. On and after the Amendment Effective Date, Section
5.04 of the Credit Agreement is hereby amended by:

                  (a) deleting Section 5.04(a)(i) in its entirety and
inserting the following new Section 5.04(a)(i) in lieu thereof:

                           "(a)     (i)     Total Leverage Ratio.  Maintain a
Total Leverage Ratio for each period set forth below of not more than the
amount set forth below for such period:

                           Fiscal Quarter Ending                       Ratio
                           ---------------------                       -----

                           03/31/1998                                  6.70:1
                           06/30/1998                                  6.70:1
                           09/30/1998                                  6.25:1
                           12/31/1998                                  5.65:1

                           03/31/1999                                  4.60:1
                           06/30/1999                                  4.40:1
                           09/30/1999                                  4.30:1
                           12/31/1999                                  4.05:1

                           03/31/2000                                  4.05:1
                           06/30/2000                                  4.05:1
                           09/30/2000                                  4.05:1
                           12/31/2000                                  3.35:1

                           03/31/2001                                  3.35:1
                           06/30/2001                                  3.35:1
                           09/30/2001                                  3.35:1

                           12/31/2001                                  3.00:1
                                and thereafter"

                  (b) deleting Section 5.04(b) in its entirety and
inserting the following new Section 5.04(b) in lieu thereof:






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                           "(b)     Fixed Charge Coverage Ratio.  Maintain a
          Fixed Charge Coverage Ratio for each Rolling Period set forth
          below of not less than the amount set forth below for such
          Rolling Period:

                           Rolling Period Ending                       Ratio

                           09/30/1997                                  1.05:1
                           12/31/1997                                  1.05:1

                           03/31/1998                                  1.00:1
                           06/30/1998                                  1.00:1
                           09/30/1998                                  1.00:1
                           12/31/1998                                  1.05:1

                           03/31/1999                                  1.20:1
                           06/30/1999                                  1.25:1
                           09/30/1999                                  1.35:1
                           12/31/1999                                  1.40:1

                           03/31/2000                                  1.40:1
                           06/30/2000                                  1.40:1
                           09/30/2000                                  1.40:1
                           12/31/2000                                  1.50:1
                                and thereafter"

                  (c) deleting Section 5.04(c) in its entirety and inserting
the following new Section 5.04(c) in lieu thereof:

                           "(c)     Interest Coverage Ratio.  Maintain an
Interest Coverage Ratio for each Rolling Period set forth below of not
less than the amount set forth below for such Rolling Period:

                           Rolling Period Ending                       Ratio
                           ---------------------                       -----

                           09/30/1997                                  1.60:1
                           12/31/1997                                  1.60:1


                           03/31/1998                                  1.45:1
                           06/30/1998                                  1.45:1
                           09/30/1998                                  1.45:1
                           12/31/1998                                  1.60:1

                           03/31/1999                                  1.90:1
                           06/30/1999                                  1.90:1
                           09/30/1999                                  1.90:1
                           12/31/1999                                  2.20:1



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                           03/31/2000                                  2.20:1
                           06/30/2000                                  2.20:1
                           09/30/2000                                  2.20:1
                           12/31/2000                                  2.60:1

                           03/31/2001                                  2.60:1
                           06/30/2001                                  2.60:1
                           09/30/2001                                  2.60:1
                           12/31/2001                                  3.00:1
                                and thereafter"

                  (d) deleting the amount of "$5,000,000" opposite the
Fiscal Year 1998 in Section 5.04(e) of the Credit Agreement and inserting
the amount of "$3,000,000" in lieu thereof.

         3. In order to induce Fleet and the Lenders to enter into this
Amendment and in consideration of the Lenders' consent, the Borrower
shall pay to the Agent prior to the Amendment Effective Date for the pro
rata account of each Lender a fee in an amount equal to 1/4 of 1% of the
amount of such Lender's Commitment (the "Amendment Fee").

         II.      Miscellaneous

                  1. Subject to the next sentence of this clause 1, this
Amendment shall become effective on the date (the "Amendment Effective
Date") when (a) Parent, the Borrower, each Subsidiary Guarantor and
Lenders owed or holding in excess of 50% of the sum of (i) the aggregate
principal amount of the Revolving Credit Advances outstanding at such
time, (ii) the aggregate Available Amount of all Letters of Credit
outstanding at such time and (iii) the aggregate Unused Revolving Credit
Commitments at such time shall have signed a counterpart hereof (whether
the same or different counterparts) and delivered the same to the Agent
at its address as set forth in Section 8.02 of the Credit Agreement and
(b) the Borrower has paid the Amendment Fee to each Lender.
Notwithstanding the foregoing, for the purposes of the definition of

"Fixed Charge Coverage Ratio," the "Amendment Effective Date" is deemed
to be December 31, 1997, and this Amendment is deemed to have been
effective as and of such date with respect to such definition.

                  2. In order to induce the Lenders to enter into this
Amendment, each of Parent, the Borrower and each Subsidiary Guarantor
hereby, jointly and severally, represents and warrants to the Lenders and
the Agent as follows:

                  (a) that no Default or Event of Default exists on the
Amendment Effective Date and after giving effect to this Amendment;

                  (b) that all of the representations and warranties
contained in the Credit Agreement shall be true and correct in all
material respects as of the Amendment Effective Date both before and
after giving effect to this Amendment, with the same effect as though
such representations and warranties had been made on and as of the
Amendment Effective Date (it being understood and accepted that any
representation or warranty made as of a specified date shall be required
to be true and correct in all material respects only as of such specific
date);

                                    4
<PAGE>


                  (c) that the execution, delivery and performance by
Parent and each Loan Party of this Amendment are within Parent's and such
Loan Party's corporate powers, have been duly authorized by all necessary
corporate action, and do not (i) contravene Parent's or any Loan Party's
charter or bylaws (or equivalent organizational documentation), (ii)
violate any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award, (iii) conflict with or result in the
breach of, or constitute a default under, any material contract, loan
agreement, indenture, mortgage, deed of trust, lease or other instrument
binding on or affecting Parent or any Loan Party, any of their respective
Subsidiaries or any of their respective properties or assets or (iv)
except for the Liens created under the Loan Documents, result in the
creation or imposition of any Lien upon or with respect to any of the
properties or assets of Parent or any Loan Party or any of their
Subsidiaries;

                  (d) that no authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority or
regulatory body or any other third party is required for the due
execution, delivery or performance by Parent or any Loan Party of this
Amendment; and

                  (e) that this Amendment is the legal, valid and binding
obligation of Parent and each Loan Party, enforceable against Parent and
each Loan Party in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or limiting creditors' rights or by equitable
principles generally (regardless of whether enforcement is sought in

equity or at law).

                  3. On and after the Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and
each reference in the Notes and each of the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as modified by this Amendment.

                  4. The Credit Agreement, the Notes and each of the
other Loan Documents, as modified by this Amendment, are and shall
continue to be in full force and effect and are hereby in all respects
ratified and confirmed.

                  5. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a
modification, acceptance or waiver of any right, power or remedy of the
Lenders under any of the Loan Documents, nor constitute a modification,
acceptance or waiver of any provision of any of the Loan Documents.

                  6. In addition to the Amendment Fee, the Borrower
agrees to pay the Agent and the Lenders all costs and expenses incurred
by the Agent and the Lenders (including, without limitation, reasonable
legal fees and expenses) in connection with the preparation and
enforcement of this Amendment, together with all other fees currently due
and owing to the Agent and the Lenders under the Credit Agreement,
concurrently with the execution by each party of this Amendment.

                  7. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed

                                    5

<PAGE>

to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment.

                  8. This Amendment and the rights and obligations of the
parties hereunder shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to contracts made and to be
performed entirely in such State.


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                    PRECISE HOLDING CORPORATION



                                    By  /s/ William L. Remley
                                       _______________________________________
                                        Name:
                                        Title:


                                    PRECISE TECHNOLOGY, INC.


                                    By  /s/ William L. Remley
                                       _______________________________________
                                        Name:
                                        Title:

                                    PRECISE TECHNOLOGY OF DELAWARE, INC.


                                    By  /s/ William L. Remley
                                       _______________________________________
                                        Name:
                                        Title:

                                    PRECISE TECHNOLOGY OF ILLINOIS, INC.


                                    By  /s/ William L. Remley
                                       _______________________________________
                                        Name:
                                        Title:


                                    PRECISE TMP, INC.


                                    By  /s/ William L. Remley
                                       _______________________________________
                                        Name:
                                        Title:



                                    6

<PAGE>

                                    PRECISE POLESTAR, INC.


                                    By  /s/ William L. Remley
                                       _______________________________________
                                        Name:
                                        Title:



                                    MASSIE TOOL, MOLD & DIE, INC.


                                    By  /s/ William L. Remley
                                       _______________________________________
                                        Name:
                                        Title:


                                    FLEET NATIONAL BANK, as Agent and as
                                    Issuing Bank


                                    By  /s/     Eugene M. Sullivan
                                       _______________________________________
                                        Name:   Eugene M. Sullivan
                                        Title:  Sr. Vice President

                                    LENDERS:

                                    FLEET NATIONAL BANK


                                    By  /s/     Eugene M. Sullivan
                                       _______________________________________
                                        Name:   Eugene M. Sullivan
                                        Title:  Sr. Vice President




                                        7

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                                    CREDITANSTALT AG


                                    By  /s/     Fiona McKone
                                       _______________________________________
                                        Name:   Fiona McKone
                                        Title:  Senior Associate


                                    By  /s/     Christina T. Schoen
                                       _______________________________________
                                        Name:   Christina T. Schoen
                                        Title:  Senior Vice President

                                    8