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                                                                  Exhibit 10.10
                                          
                          COMMEMORATIVE BRANDS, INC.
                        INCENTIVE STOCK PURCHASE PLAN

          SECTION 1.     ESTABLISHMENT.  Commemorative Brands, Inc. hereby 
establishes a restricted incentive stock purchase plan for the benefit of its 
employees, consultants and  independent sales representatives, as described 
herein, which shall be known as the "Commemorative Brands, Inc. Incentive 
Stock Purchase Plan".

          SECTION 2.     DEFINITIONS.  Whenever used herein, the following 
terms shall have the meanings set forth below:

          (a)  "Affiliate" means, with respect to any Person, any other Person
               directly or indirectly controlling (including, but not limited
               to, all directors and officers of such Person), controlled by, or
               under direct or indirect common control with, such Person.  A
               Person shall be deemed to control a corporation if such Person
               has, directly or indirectly, the power to (i) vote ten percent
               (10%) or more of the securities having ordinary voting power for
               the election of directors of such corporation or (ii) direct or
               cause the direction of the management and policies of such
               corporation, whether through the ownership of voting securities,
               by contract or otherwise.

          (b)  "Board" means the Board of Directors of Corporation.

          (c)  "Cause" means with respect to a Grantee

               (i)   a finding by the Plan Administrator that the Grantee 
                     engaged in a criminal act involving moral turpitude, or 
                     any criminal act or willful misconduct, which in either 
                     case, is inconsistent with his or her employment 
                     responsibilities or contractual relationship with the 
                     Corporation or any or its Affiliates;

               (ii)  the Grantee's willful and continued failure substantially 
                     to comply with any reasonable policy, standard or 
                     regulation established by the Board or any senior officer 
                     of the Corporation or any of its Subsidiaries or 
                     substantially to comply with any reasonable order, advice 
                     or direction of the Board or any senior officer of the 
                     Corporation or any of its Subsidiaries or substantially to 
                     perform his or her duties, other than due to the Disability
                     of such Grantee; or

               (iii) acts of dishonesty, fraud or theft by the Grantee resulting
                     in or intending to result in personal gain or enrichment.

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          (d)  "Change in Control" means any public offering of stock, merger,
               tender offer, consolidation or sale of all or substantially all
               of the stock or assets of the Corporation, or related series of
               such events, as a result of which designees of Castle Harlan
               Partners II, L.P. and its Affiliates cease to constitute a
               majority of the Board.

          (e)  "Committee" means, if applicable, the committee appointed by the
               Board under Section 5 to administer the Plan.

          (f)  "Common Stock" means the common stock, par value $.01 per share,
               of the Corporation.

          (g)  "Corporation" means Commemorative Brands, Inc., a Delaware
               corporation and any successor thereof.

          (h)  "Disability" means, with respect to a Grantee, a determination by
               the Plan Administrator that a Grantee suffers from a physical or
               mental condition which prevents such Grantee from engaging in his
               or her current position or in another position commensurate with
               his or her current position taking into consideration his or her
               education, training, and experience for a period of three
               consecutive months or for any 120 days in a 360 day period.

          (i)  "Fair Market Value" means, as of any date, with respect to any
               class of stock that is (a) listed on a United States securities
               exchange, the last sales price of such stock on such day on the
               largest United States securities exchange on which such stock
               shall have traded on such day, or if such day is not a day on
               which such United States securities exchange was open for
               trading, on the immediately preceding day on which such
               securities exchange was open, (b) not listed on a United States
               securities exchange but which is included in the NASDAQ Stock
               Market System (including the NASDAQ National Market), the last
               sales price on such system of such stock on such day, or if such
               day is not a trading day, on the immediately preceding trading
               day, or (c) neither listed on a United States securities exchange
               nor included in the NASDAQ Stock Market System, the fair market
               value of such stock as determined from time to time by the Plan
               Administrator in its sole discretion.

          (j)  "Grantee" means any eligible person (as described in Section 4)
               who shall have been offered or granted the right to acquire
               restricted Shares under the Plan.

          (k)  "Initial Public Offering" means the first offering by the
               Corporation to the public generally of Common Stock pursuant to a
               registration statement filed with, and declared effective by, the
               Securities and Exchange Commission, other than on Forms S-4 or 
               S-8 (or the equivalent thereof), upon the consummation of which
               shares of Common Stock are listed on a 

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               United States securities exchange or included in the NASDAQ 
               Stock Market System.

          (l)  "Period of Restriction" means the period during which restricted
               Shares acquired hereunder are subject to certain repurchase
               rights and rights of first refusal and other restrictions on
               transfer as described in Sections 14, 15, 16 and 17 hereof which,
               except as otherwise provided by the Plan or by a separate
               agreement between the Grantee and the Plan Administrator, shall
               be a period beginning on the date on which the Grantee was
               provided the right to purchase the Shares and ending on the
               earlier to occur of (i) the date, if any, upon which the
               Corporation undergoes a Change in Control or (ii) the date, if
               any, upon which the Corporation consummates an Initial Public
               Offering.  The Plan Administrator shall have discretion to
               otherwise limit or eliminate the Period of Restriction with
               respect to Shares purchased or acquired by any Grantee.

          (m)  "Person" means any individual, partnership, firm, trust,
               corporation or other similar entity.

          (n)  "Plan" means the Commemorative Brands, Inc. Incentive Stock
               Purchase Plan as described herein or as from time to time
               hereafter amended.

          (o)  "Plan Administrator" means the Board or, if delegated by the
               Board pursuant to Section 5, the Committee.

          (p)  "Series B Preferred Stock" means the Series B Preferred Stock,
               par value $.01 per share, of the Corporation.

          (q)  "Shares" means, collectively, shares of the Series B Preferred
               Stock and Common Stock.

          (r)  "Subsidiaries" means corporations or other entities 50% percent
               or more of the equity of which is owned, directly or indirectly,
               by the Corporation.

          SECTION 3.     PURPOSE.  The purpose of the Plan is to enable the 
Corporation to retain and motivate those employees, consultants and 
independent sales representatives who provide valuable service to the 
Corporation or its Subsidiaries, and to provide such employees, consultants 
and independent sales representatives with a means of acquiring or increasing 
a proprietary interest in the Corporation so that they will have an increased 
incentive to work toward the attainment of the long term growth and profit 
objectives of the Corporation and its Subsidiaries.

          SECTION 4.     ELIGIBLE PERSONS.  Any employee, consultant or 
independent sales representative of the Corporation or any of its 
Subsidiaries selected by the Plan Administrator shall be eligible to acquire 
restricted Shares under the Plan.  In selecting employees, consultants and 
independent sales representatives for eligibility, the Plan Administrator 
shall consider (i) in the case of employees, their level of responsibility, 
(ii) in the case of consultants, the benefits they provide to the Corporation 
or its Subsidiaries, and (iii) in the case of independent sales 

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representatives, the level of sales historically achieved by such 
representatives or other benefits they provide to the Corporation or its 
Subsidiaries.  The Plan Administrator may also consider (i) whether such 
prospective Grantee has theretofore received an opportunity to purchase or 
acquire Shares, (ii) the length of such person's historical tenure or 
relationship with the Corporation and its Subsidiaries (iii) the interest of 
the Corporation in further securing the Corporation's relationship with such 
prospective Grantee, (iv) whether the sale of Shares to such Grantee can be 
effected in compliance with, but without registration under, federal or state 
securities laws and (v) such other criteria as the Plan Administrator deems 
reasonable.  No restricted Shares shall be purchased or acquired by a Grantee 
until such Grantee consents in writing to abide by the restrictions imposed 
on the Shares acquired by him or her.

          SECTION 5.     ADMINISTRATION.  The Plan shall be administered by 
the Plan Administrator.  The Plan Administrator shall initially be the Board; 
PROVIDED, HOWEVER, that the Board may delegate its authority to administer 
the Plan, including, but not limited to, the right to determine the specific 
allocation of Shares and eligibility to purchase or otherwise acquire Shares 
under the Plan, to a Committee consisting of at least three (3) members.  The 
decision of a majority of the members of the Board or, if applicable, the 
Committee shall constitute the decision of the Board or, if applicable, the 
Committee, and the Board or, if applicable, the Committee may act either at a 
meeting at which a majority of the members are present or by a written 
consent signed by all members of the Board or, if applicable, the Committee.  
The Plan Administrator shall have the sole, final and conclusive authority to 
determine, consistent with and subject to the provisions of the Plan:

          (a)  the individuals to be selected as eligible persons under
               Section 4;

          (b)  the eligible persons to whom the right to purchase or otherwise
               acquire restricted Shares will be granted, allocated or offered
               under the Plan;

          (c)  the time when such grants, allocations or offers shall be made
               hereunder;

          (d)  the number of Shares to be covered under each such grant,
               allocation or offer;

          (e)  the purchase price of any restricted Shares available for
               purchase under the Plan; and

          (f)  the terms and conditions of the respective agreements or
               documents by which such grants shall be evidenced, offers or
               allocations made or purchases effected.

The Plan Administrator shall also have authority to prescribe, amend and 
rescind rules and regulations relating to the Plan, and to make all other 
determinations necessary or advisable in the administration, of the Plan.  

          SECTION 6.     NUMBER OF SHARES SUBJECT TO THE PLAN.  The total 
number of Shares that may be made available for issuance under the Plan shall 
not exceed 5% of the total voting power of the Corporation.  The Shares 
issuable under the Plan shall include Shares previously re-acquired by the 
Corporation or re-acquired simultaneously with the making of grants or 
effecting 

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of sales pursuant hereto under the Plan, for the purpose of providing 
additional Shares to be available for issuance under the Plan.  In addition 
to the foregoing limitations, the aggregate purchase price attributable to 
offers of Shares outstanding under the Plan at any time PLUS securities sold 
under the Plan during the preceding twelve months, shall not exceed the 
greater of (a) $500,000 and (b) 15% of the Corporation's total assets 
measured as of the end of the preceding fiscal year, and in no event shall 
the aggregate purchase price exceed $5,000,000.

          SECTION 7.     UNUSED SHARES.  In the event any Shares subject to 
grants or offers made under the Plan are not acquired or are repurchased by 
the Corporation pursuant to Section 14, 15 or 16 hereof, such Shares shall 
again become available for issuance under the Plan.

          SECTION 8.     ADJUSTMENTS IN CAPITALIZATION.  In the event of any 
change in the outstanding Shares by reason of a Share dividend, Share split, 
recapitalization, merger, consolidation, combination, Share rights plan or 
exchange of Shares or other similar corporate change, the aggregate number of 
Shares issuable under the Plan shall be appropriately adjusted by the Plan 
Administrator, whose determination shall be conclusive.  In such event, the 
Plan Administrator shall also have discretion to make appropriate adjustments 
in the price of Shares subject to the Corporation's repurchase rights under 
Sections 14 and 15 hereof and in the number and type of Shares subject to 
restricted Share purchase rights then outstanding under the Plan pursuant to 
the terms of such rights or otherwise.  Without limiting the generality of 
the foregoing, if the Company's Series B Preferred Stock and or Common Stock 
is recapitalized into multiple classes of preferred stock or common stock, 
the kind of Shares subject to the Plan shall be converted into, and shall 
thereafter be, those shares of preferred stock and/or common stock intended 
for broad general ownership rather than any class of special, super-voting or 
other control stock.

          SECTION 9.     RESTRICTED SHARE ALLOCATION.  The Plan Administrator 
may, consistent with the other provisions of the Plan, make available for 
purchase or acquisition under the Plan restricted Shares to any eligible 
persons described in Section 4.  Such grants, allocations or offers shall be 
subject to the following terms and conditions and to such other terms and 
conditions not inconsistent herewith as the Plan Administrator, in its sole 
discretion, may deem appropriate in each case:

          (a)  OFFERING.  From time to time, the Plan Administrator may make
               available for purchase or acquisition under the Plan restricted
               Shares.  The offering shall specify the eligible person or
               persons to purchase Shares and shall specify the number of Shares
               available for purchase by each such eligible person; PROVIDED,
               HOWEVER, that (i) if for any offering the Corporation receives
               elections to purchase a number of Shares that exceeds the
               aggregate number of Shares available for purchase under such
               offering, the allocation of Shares for the individuals who have
               elected to purchase Shares shall be reduced by the Plan
               Administrator in a manner determined by the Plan Administrator,
               in its sole discretion, so that the total number of Shares
               purchased does not exceed the total number of Shares subject to
               the offering and (ii) if for any offering the Corporation
               receives elections to purchase a number of Shares that is less
               than the aggregate number of Shares offered to eligible persons
               in the Offering, the Plan Administrator 

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               may, in its sole discretion, reallocate and reoffer such 
               unpurchased Shares in any manner that the Plan Administrator, 
               in its sole discretion, determines to be appropriate.  The Plan 
               Administrator shall, at the time of each offering, specify the 
               duration of the offering.

          (b)  SHARE PRICE.  The price per Share to be paid for Shares in an
               offering shall be equal to the price set by the Plan
               Administrator for such offering.

          (c)  PURCHASE.  In order to purchase or acquire Shares under any
               offering pursuant to the Plan, the Grantee must send written
               notice to the Corporation and take such other action and execute
               and deliver such other documents or agreements as may be required
               by the terms of the offering.  The purchase price for the Shares
               to be purchased must be paid by the Grantee in full in cash at
               the time designated in the Offering. 

          (d)  CERTIFICATES.  The certificate or certificates for the Shares (or
               for interests in any voting trust with respect thereto) issuable
               under the Plan shall be issued as promptly as practicable after
               such purchase.  A Grantee shall not have any rights as a
               stockholder with respect to the Shares (or a beneficiary with
               respect to any voting trust in respect thereof) until the date of
               issuance of a certificate to him or her for such Shares (or for
               interests in any voting trust with respect thereto).  In no case
               may a fraction of a Share be purchased or issued under the Plan.

          (e)  ADDITIONAL TERMS.  The Plan Administrator may make any offering
               of Shares hereunder subject to such additional terms and
               conditions as it deems appropriate to comply with federal or
               state securities laws or otherwise in the best interests of the
               Corporation.

          SECTION 10.    RESTRICTIONS ON TRANSFERABILITY.  Unless and until 
the Corporation's rights to repurchase the Shares purchased hereunder shall 
have terminated as provided in Sections 14 and 15 hereof, no Shares acquired 
under the Plan may be sold, transferred, pledged, assigned or otherwise 
alienated or hypothecated other than to the Company.  Thereafter and until 
the earlier to occur of a Change in Control or an Initial Public Offering, no 
Shares acquired under the Plan may be sold or transferred except in strict 
compliance with the terms of the Plan and subject to the terms thereof.  All 
rights granted to a Grantee under the Plan shall be exercisable during the 
Grantee's lifetime only by the Grantee or the guardians or legal 
representatives of the Grantee.  Upon the death of a Grantee, the personal 
representative or beneficiary of the Grantee may exercise the Grantee's 
rights, and shall be bound by the Grantee's obligations, under the Plan.

          SECTION 11.    SHARES SUBJECT TO VOTING TRUST.  The Plan 
Administrator may, in its sole discretion, require that in any offering of 
Shares hereunder, a Grantee who purchases or acquires Shares shall, as a 
condition precedent to the right of such Grantee to purchase or acquire such 
Shares, execute and become a party to any stockholders' agreement or voting 
trust agreement with respect to the Company's Shares as the Plan 
Administrator, in its sole discretion, deems advisable and to deposit such 
Shares in any voting trust described therein.

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          SECTION 12.    REMOVAL OF RESTRICTIONS.  Except as otherwise 
provided in Section 14, 15, 16 or 17 hereof or in any other legally binding 
document governing such Shares (including, but not limited to the 
Corporation's Certificate of Incorporation, as amended, or By-Laws, as 
amended, or any Voting Trust Agreement or Stockholders' Agreement), 
restricted Shares acquired under Section 9 shall become freely transferable 
by the Grantee after the last day of the Period of Restriction.

          SECTION 13.    OTHER RESTRICTIONS.  The Board or the Plan 
Administrator may impose such other or additional restrictions on any Shares 
issued pursuant to the Plan as it may deem advisable.

          SECTION 14.    EFFECT OF TERMINATION OF EMPLOYMENT OR CONSULTANCY 
OR INDEPENDENT SALES REPRESENTATIVE STATUS WITHOUT CAUSE OR DUE TO DEATH, 
TOTAL DISABILITY OR RETIREMENT.  In the event a Grantee terminates his or her 
employment or, if applicable, his or her association with the Corporation as 
a consultant or independent sales representative because of death, Disability 
or retirement or the Grantee's employment or association with the Corporation 
as a Consultant or independent sales representative is terminated by the 
Corporation without Cause during the Period of Restriction, the Corporation, 
or its permitted assigns, shall have the right to repurchase, in whole or in 
part, such Grantee's Shares within the 180 calendar day period following such 
Grantee's termination of employment or association with the Corporation at 
the then Fair Market Value thereof. The purchase of the Shares pursuant to 
the foregoing may, at the discretion of the Plan Administrator, and subject 
to any applicable debt restrictions binding on the Corporation, be paid for 
either in cash or partly in cash with the balance payable under a note to be 
issued by the Corporation to the Grantee having such terms as the Plan 
Administrator in its sole discretion deems appropriate.  If the Corporation 
or its permitted assigns elects to repurchase such Grantee's Shares, then 
from and after the date that the Corporation or its permitted assigns shall 
have tendered to such Grantee, or his or her representative, the 
consideration payable for such repurchase, all rights and privileges incident 
to the ownership of such Shares (including, but not limited to, the right to 
receive dividends thereon) shall cease, except the right to receive the 
purchase price therefor plus a sum equal to dividends, if any, declared but 
remaining unpaid on the date of purchase, without interest, and from and 
after such date the Corporation shall be at liberty to cancel the certificate 
or certificates representing such Shares upon the books of the Corporation.  
If neither the Corporation nor its permitted assigns elects to exercise the 
right granted in the foregoing sentences, the Corporation's right to 
repurchase such Grantee's Shares shall automaically terminate.  The 
Corporation may, at its option, assign any of its rights to repurchase under 
this Section 14 to Castle Harlan Partners II, L.P. ("CHPII") or any of its 
Affiliates.  Notwithstanding anything contained herein to the contrary, the 
repurchase rights provided under this Section 14 are not intended, and should 
not be construed, to supersede any existing and ongoing rights of first 
refusal that the Corporation may have with respect to the Shares under 
Section 16 hereof or outside of the Plan.

          SECTION 15.    OTHER TERMINATION OF EMPLOYMENT OR CONSULTANCY OR 
INDEPENDENT SALES REPRESENTATIVE STATUS.  In the event that a Grantee's 
employment or, if applicable, his or her association with the Corporation as 
a consultant or independent sales representative is terminated by the 
Corporation for Cause, or by the Grantee for reasons other than death, 
Disability or retirement during the Period of Restriction, then any Shares 
still subject to restrictions at the date of such termination shall be made 
available to the Corporation, or its permitted assigns, for 

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repurchase, in whole or in part, for the 180 calendar day period commencing 
at the date such Grantee's employment or association is terminated for a 
price equal to the lesser of (a) the then current Fair Market Value of such 
Shares and (b) the purchase price paid therefor by the Grantee; PROVIDED, 
HOWEVER, that if after the initial purchase of the Shares by the Grantee 
there has been a change in the capitalization of the Corporation described in 
Section 8 hereof, the repurchase price shall be appropriately adjusted by the 
Plan Administrator, if necessary, consistent with such change in 
capitalization.  The Corporation shall exercise its repurchase rights by 
notifying the Grantee of the number of Shares which the Corporation desires 
to repurchase and by providing payment equal to the repurchase price for such 
Shares within the one hundred eighty (180) calendar day period.  The purchase 
of the Shares by the Corporation pursuant to the foregoing, may, at the 
discretion of the Plan Administrator and subject to any applicable debt 
restrictions binding on the Corporation, be paid for either in cash or 
partially in cash with the balance payable under a note issued by the 
Corporation having such terms as the Plan Administrator, in its sole 
discretion, deems appropriate. If the Corporation or its permitted assigns 
elects to purchase such Grantee's Shares, then from and after the date that 
the Corporation shall have tendered the purchase price payable therefor to 
the Grantee or his or her representative, all rights and privileges incident 
to the ownership of such Shares (including, but not limited to the right to 
receive dividends thereon) shall cease, except the right to receive the 
purchase price therefor plus a sum equal to dividends, if any, declared but 
remaining unpaid on the date of purchase, without interest, and from and 
after such date the Corporation shall be at liberty to cancel the certificate 
or certificates representing such Shares upon the books of the Corporation.  
If neither the Corporation, nor its permitted assigns, elects to exercise the 
right granted in the foregoing sentences, the Corporation's right to 
repurchase such Grantee's Shares shall automatically terminate.  The 
Corporation may, at its option, assign any of its rights to repurchase under 
this Section 15 to CHPII or any of its Affiliates.  Ntwithstanding anything 
contained herein to the contrary, the repurchase rights provided under this 
Section 15 are not intended, and should not be construed, to supersede any 
existing and ongoing rights of first refusal that the Corporation may have 
with respect to the Shares under Section 16 hereof or outside of the Plan.

          SECTION 16.    RIGHT OF FIRST REFUSAL.  (a)  If at any time any 
Grantee wishes to transfer any Shares held by him or her, to the extent 
permissible hereunder, then such Grantee must deliver to the Corporation and 
CHPII a written notice of his or her desire to so transfer (a "Notice of 
Intention") such Shares, accompanied by a copy of a bona-fide third party 
offer (an "Offer") relating to such transfer, setting forth such Grantee's 
desire to make such transfer pursuant to the terms of the Offer, the number 
of shares of Common Stock and Series B Preferred Stock proposed to be 
transferred (the "Offered Shares") and the price (the "Offer Price") at which 
such Grantee proposes to transfer such stock.  Shares of Common Stock and 
Series B Preferred Stock may only be transferred in units consisting of one 
share of Series B Preferred Stock and one share of Common Stock each.

          (b)  Upon receipt of the Notice of Intention, the Corporation shall 
have the right to purchase at the price specified in the Notice of Intention, 
all or any portion of the Offered Shares, exercisable by the delivery of 
notice to such Grantee (the "Notice of Exercise"), with a copy to CHPII, 
within 30 days from the date of receipt of the Notice of Intention.  In the 
event the Corporation elects not to exercise its right to purchase the 
Offered Shares (or if the Corporation fails to provide the Notice of Exercise 
within such 30-day period), CHPII or its 

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Affiliates may exercise the right set forth in this Section 16 to purchase 
the Offered Shares by providing a Notice of Exercise within 45 days after the 
date of its receipt of the Notice of Intention.  The rights of the 
Corporation and CHPII and its Affiliates pursuant to this Section 16 shall 
terminate if not exercised within 30 days, in the case of the Corporation, or 
45 days, in the case of CHPII and its Affiliates, after receipt of the Notice 
of Intention.  

          (c)  In the event the Corporation or CHPII or any of its Affiliates 
exercises its rights to purchase all or a portion of the Offered Shares, then 
such Grantee must sell the Offered Shares to the Corporation or CHPII or its 
Affiliate, as applicable, after not less than 30 days and not more than 60 
days from the date of the delivery of the Notice of Exercise received by such 
Grantee.

          (d)  If the Notice of Intention has been duly given and the 
Corporation and CHPII and its Affiliates elect not to exercise their rights 
or wish to exercise their rights only as to a portion of the Offered Shares, 
then the Grantee shall have the right for a period of up to 60 days from the 
expiration of the 45 day period commencing on the date of delivery of the 
Notice of Intention (unless such Grantee is notified prior to such date by 
both the Corporation and CHPII that neither intends to exercise its rights 
under this Section 16 in which case the Grantee shall have the right for a 
period of up to 60 days from the date it has been so notified by both the 
Corporation and CHPII) to sell the Offered Shares (or any portion thereof not 
purchased by the Corporation or CHPII) to any such third party for a price 
not less than the Offer Price and on the same terms and conditions as 
provided in the Notice of Intention; provided, that upon consummation of such 
sale, such third party is required to execute (i) an appropriate agreement 
with the Company agreeing to be bound by all of the restrictions on such 
Shares contained in the Plan, including, without limitation, Sections 16 and 
17 thereof, and any other agreement between the Company and the Grantee with 
respect to the Shares and (ii) an appropriate supplement to the Voting Trust 
Agreement agreeing to become a party to, and to be bound by the terms and 
provisions of, the Voting Trust Agreement.  

          (e)  In the event the Corporation and CHPII and its Affiliates do 
not exercise their rights under this Section 16 to purchase the Offered 
Shares and the Grantee shall not have sold the Offered Shares to the third 
party within the above-provided 60-day period, then such Grantee shall not be 
permitted to give another Notice of Intention for a period of 180 days from 
the last day of such 60-day period.  

          SECTION 17.    RIGHTS TO COMPEL SALE.  (a)   In the event that at 
any time CHPII proposes to sell (a "Compelled Sale") to an unaffiliated third 
party (a "Compelled Sale Purchaser") any of the shares of Series B Preferred 
Stock or Common Stock and any other equity securities (including, without 
limitation, warrants, options and preferred stock) of the Corporation (each, 
an "Investment Unit" and collectively, "Investment Units") held by it, then 
CHPII, at its option, may require a Grantee to sell the same percentage or 
all of the Investment Units then held by such Grantee, to the Compelled Sale 
Purchaser, for the equivalent consideration per Investment Unit (a "Compelled 
Sale Offer Price(s)") and otherwise on the same terms and conditions upon 
which CHP sells its Investment Units.

          (b)  If CHP elects to exercise its right to compel a sale pursuant 
to this Section 17, CHPII shall deliver a written notice (a "Compelled Sale 
Notice") of the Compelled 

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Sale to each Grantee and the Corporation at least twenty (20) days prior to 
the consummation of any such sale, setting forth the Compelled Sale Offer 
Price(s), the identity of the Compelled Sale Purchaser and the other terms 
and conditions thereof.  The closing of the Compelled Sale shall take place 
on such date and at such time as CHPII specifies to the Grantee. Each Grantee 
shall deliver to CHPII in escrow, not less than five Business Days before the 
proposed date of consummation of the Compelled Sale Offer, the duly endorsed 
certificate or certificates representing the requisite number of the 
Investment Units owned by such Grantee, together with a limited power of 
attorney authorizing CHPII to transfer such Investment Units to the Compelled 
Sale Purchaser pursuant to the terms of the Compelled Sale Offer at the 
Compelled Sale Offer Price(s), and in accordance with the provisions hereof.

          (c)  The closing of the Compelled Sale shall take place on such 
date and at such time as CHPII specifies to the Grantee.  Immediately after 
completion of any such sale pursuant to this Section 17, CHPII shall notify 
the Corporation and each Grantee of such completion and shall furnish such 
evidence of such sale (including time of completion) and the terms thereof as 
the Corporation or any Grantee may reasonably request.  CHPII shall 
substantially concurrently with such closing also remit to each Grantee the 
proceeds of such sale attributable to the sale of such Grantee's Investment 
Units immediately upon receipt thereof.  

          (d)  No Grantee required to sell Investment Units pursuant to a 
Compelled Sale Offer shall be required to make any representation or warranty 
in connection with such Compelled Sale Offer other than as to such Grantee's 
ownership and authority to transfer, free and clear of all liens, claims, 
encumbrances and rights of third parties, the Investment Units proposed to be 
sold by it.

          SECTION 18.    CERTIFICATE LEGEND.  Each certificate representing 
restricted Shares granted pursuant to the Plan, or interests in any voting 
trust with respect thereto, shall bear, in addition to any other legend 
provided for herein, the following legend:

          "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
          LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD UNLESS THE
          REGISTRATION PROVISIONS OF SUCH LAWS HAVE BEEN COMPLIED WITH OR THE
          COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH
          REGISTRATION IS NOT REQUIRED.

          "THE SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SECURITIES
          EVIDENCED BY THIS CERTIFICATE OR OF ANY INTEREST THEREIN, WHETHER
          VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN
          RESTRICTIONS ON TRANSFER AND REPURCHASE RIGHTS AND RIGHTS OF FIRST
          REFUSAL SET FORTH IN THE INCENTIVE STOCK PURCHASE PLAN (THE "PLAN") OF
          COMMEMORATIVE BRANDS, INC. (THE "COMPANY") AND CERTAIN AGREEMENTS
          EXECUTED IN CONNECTION THEREWITH.  NO TRANSFER, SALE, ASSIGNMENT,

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<PAGE>

          PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED
          BY THIS CERTIFICATE OR ANY INTEREST THEREIN MAY BE MADE EXCEPT IN
          ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PLAN AND SUCH
          AGREEMENTS.  COPIES OF THE PLAN AND SUCH AGREEMENTS ARE ON FILE WITH
          THE COMPANY." 

At the end of the Period of Restriction, the Grantee or its permitted 
transferees, if any, shall be entitled to have the legend required by this 
Section 18 (other than to the extent it refers to any then existing 
restrictions under applicable federal and state securities laws) removed from 
such Share certificate(s) or Voting Trust certificates with respect thereto.

          SECTION 19.    DIVIDENDS AND OTHER DISTRIBUTIONS.  During the 
Period of Restriction, Grantees holding restricted Shares granted hereunder 
shall be entitled to receive all dividends and other distributions, if any, 
paid with respect to those Shares while they are so held.  If any such 
dividends or distributions are paid in Shares, such Shares shall be subject 
to the same restrictions on transferability and other terms and restrictions 
as the restricted Shares with respect to which they were paid.

          SECTION 20.    NO RIGHT TO CONTINUED SERVICE.  Nothing in the Plan 
or in any agreement entered into pursuant hereto shall confer on any person 
any right to continue in the employ or service of, or to continue his or her 
other association with, the Corporation or any Subsidiary or affect any 
rights the Corporation or the stockholders of the Corporation or any of their 
respective Subsidiaries or Affiliates may have to terminate his or her 
employment, services or association at any time.

          SECTION 21.    AMENDMENT AND TERMINATION.  The Board may at any 
time amend, modify, alter, or terminate the Plan; PROVIDED, HOWEVER, that no 
such amendment, modification, alteration or termination shall adversely 
affect any Shares which have already been offered and/or purchased before the 
date such amendment, modification, alteration or termination is approved.

          SECTION 22.    INDEMNIFICATION.  No person who is or shall have 
been a member of the Board or any Committee of the Board shall be personally 
liable by reason of any action taken or any agreement made or any other 
contract or other instrument executed by such member or on such member's 
behalf in connection with the administration or interpretation of the Plan or 
for any mistake of judgment made in good faith.  The Corporation will 
indemnify and hold harmless each current and former employee, officer or 
director of the Corporation to whom any duty or power relating to the 
administration or interpretation of the Plan may be allocated or delegated 
from and against any loss, cost, liability or expense that may be imposed 
upon or reasonably incurred by him or her in connection with or resulting 
from any claim, action, suit, or proceeding to which he or she may be a party 
or in which he or she may be involved by reason of any action taken or 
failure to act under the Plan, other than any such loss, cost, liability or 
expense arising out of or caused by such person's own fraud or bad faith, and 
against and from any and all amounts paid by him or her in settlement thereof 
with the Corporation's approval or paid by him or her in satisfaction of a 
judgment in any such action, suit or proceeding against him or her, provided 
he or she shall give the Corporation an opportunity, at its own expense, to 
handle and 

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<PAGE>

defend the same before he or she undertakes to handle and defend it on his or 
her behalf.  The foregoing right of indemnification shall not be exclusive of 
any other rights of indemnification to which such persons may be entitled 
under the Corporation's Certificate of Incorporation, as amended, or By-Laws, 
as amended, as a matter of law, or otherwise, or any power that the 
Corporation may have to indemnify them or hold them harmless.

          SECTION 23.    GOVERNING LAW.  The Plan, and all grants and other 
documents delivered hereunder, shall be construed in accordance with and 
governed by the laws of the state of Delaware.

          SECTION 24.    EXPENSES OF  PLAN.  The expenses of administering 
the Plan shall be borne by the Corporation.

          SECTION 25.    SUCCESSORS.  The Plan shall be binding upon the 
successors and assigns of the Eligible Persons.

          SECTION 26.    WITHHOLDING.  Whenever the Corporation proposes or 
is required to issue or transfer Shares under the Plan, the Corporation shall 
have the right to require the Grantee or his or her legal representative to 
remit to the Corporation any amount sufficient to satisfy any federal, state 
and/or local withholding tax requirements prior to the delivery of any 
certificate or certificates for such Shares.

          SECTION 27.    EFFECTIVE DATE.  This Plan shall be effective as of 
July 7, 1998.











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