<PAGE>

                             VOTING TRUST AGREEMENT

          Voting Trust Agreement, dated as of December 17, 1996, among 
Commemorative Brands, Inc., a Delaware corporation formerly known as 
Scholastic Brands, Inc. (the "Company"), each of the stockholders listed on 
the signature pages hereto (the "Stockholders") and John K. Castle and any 
successor appointed as provided in this Agreement, as Voting Trustee (the 
"Voting Trustee").

                                    RECITALS

          The Company is duly organized and validly existing under the laws 
of the State of Delaware; and, as of the date hereof, the Stockholders are 
the owners of an aggregate of (i) 3544 shares of the issued and outstanding 
Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), 
and (ii) 3544 shares of the issued and outstanding Series B Preferred Stock, 
par value $0.01 per shares, of the Company (the "Series B Preferred Stock") 
(the Common Stock and Series B Preferred Stock now or hereafter from time to 
time owned by the Stockholders being referred to herein collectively as 
"Shares"). 

          In consideration of the premises and of the mutual undertakings of 
the parties hereinafter set forth, a voting trust (the "Trust") in respect of 
the Shares of the Company owned by the Stockholders is hereby created and 
established, subject to the following terms and conditions, to all and every 
one of which the parties hereto expressly assent and agree.

1.   DEPOSIT OF SHARES.

          (a)  TRANSFER OF SHARES.  Each Stockholder agrees that, concurrently
with the execution and delivery of this Agreement, he or it will transfer and
assign, or cause to be transferred and assigned, to the Voting Trustee all of
the Shares of the Company now owned by him or it and will deposit or cause to be
deposited hereunder, with the Voting Trustee, the certificates for such Shares,
all of which certificates, if not registered in the name of the Voting Trustee,
shall be duly endorsed in blank or accompanied by proper instruments of
assignment and transfer thereof duly executed in blank.

          (b)  ALL CAPITAL STOCK.  The provisions of this Agreement shall apply
to any and all Shares of the Company that (i) may be issued in respect of, in
exchange for, or in substitution of any Shares transferred to the Voting Trustee
pursuant to paragraph (a) hereof, or (ii) are hereafter acquired by any
Stockholder at any time, and each Stockholder agrees that until the termination
of this Agreement no Shares of the Company shall be held by such Stockholder,
but all such Shares shall be deposited with the Voting Trustee in accordance
with the terms and conditions of this Agreement.

<PAGE>

2.   VOTING TRUST CERTIFICATES.

          (a)  ISSUE OF CERTIFICATES.  Subject to the provisions of Section 4
hereof, the Voting Trustee shall from time to time issue to each Stockholder,
with respect to the Shares of the Company owned by such Stockholder and so
deposited hereunder, a Voting Trust Certificate or Voting Trust Certificates,
each in the form of EXHIBIT A hereto, for the number of Shares equal to that
deposited by such Stockholder, which Certificate or Certificates shall refer to
the provisions of this Agreement and be registered on the books of the Trust in
such Stockholder's name.

          (b)  TRANSFER OF CERTIFICATES.  Voting Trust Certificates shall, to
the extent permitted by law and the terms of this Agreement, be transferable in
the same manner as negotiable instruments; PROVIDED, HOWEVER, that ownership of
such Voting Trust Certificates shall be transferable on the books of the Trust
by the holders of record thereof only upon (i) the surrender of such
Certificates, properly endorsed by the registered holders, and (ii) delivery to
the Voting Trustee (A) by the proposed transferee, of a valid undertaking, in
form and substance satisfactory to the Voting Trustee, to become, and such
transferee becomes, bound by the terms of this Agreement, and (B) by the
proposed transferor, of an opinion of counsel or no action letter as provided in
Section 4 hereof.

3.   SUBSCRIPTION AGREEMENT.

          (a)  LIMITATIONS ON TRANSFER.  All Voting Trust Certificates issued
hereunder shall be subject to (i) the limitations on transfer with respect to
the Shares now or hereafter transferred to the Voting Trustee hereunder, in the
Subscription Agreement dated as of December 16, 1996, among the Company and
certain of its stockholders (the "Subscription Agreement"), a copy of which is
on file with the Company.

          (b)  NOTICES.  Any notice required to be given by any Stockholder to
the Company or others under the Subscription Agreement with respect to the
purchase or sale of any Shares transferred hereunder shall be given to the
Voting Trustee who shall promptly transmit such notice to the Company, and the
Company shall thereafter give all notices required under such Subscription
Agreement to be given to others, including the other stockholders of the
Company.

4.   REGISTRATION OF CERTIFICATES.

          CERTIFICATES NOT REGISTERED.  The Voting Trustee will not register 
the Voting Trust Certificates under the Securities Act of 1933, as amended 
(the "Securities Act"), or under the securities laws of any state in reliance 
upon each Stockholder's representation hereby made that he or it will hold 
the Voting Trust Certificates subject to all applicable provisions of the 
Securities Act and such state laws and all applicable rules and regulations 
promulgated thereunder, and will not offer, sell, transfer or otherwise 
dispose of said Voting Trust Certificates or any part thereof unless he or it 
shall have first obtained (i) an opinion of counsel, in form and substance 
satisfactory to the Voting Trustee, to the effect that such disposition will 
not result in a violation of any federal or state law applicable to the offer 
and sale of securities, or (ii) written advice from 


                                    -2-

<PAGE>

the Securities and Exchange Commission that it will take no action with 
respect to any such proposed disposition of said Voting Trust Certificates.

5.   REPLACEMENT OF CERTIFICATES.

          ISSUE OF REPLACEMENT CERTIFICATES.  In case any Voting Trust
Certificate shall be mutilated, lost, destroyed or stolen, the Voting Trustee
may issue and deliver in exchange therefor and upon cancellation of the
mutilated Voting Trust Certificate, or in lieu of the lost, destroyed or stolen
Voting Trust Certificate, a new Voting Trust Certificate or Voting Trust
Certificates representing a like number of Shares, upon the production of
evidence of such loss, destruction or theft, satisfactory to the Voting Trustee,
and upon receipt of an indemnity satisfactory to the Voting Trustee, and upon
compliance also with such other reasonable conditions as the Voting Trustee may
prescribe.

6.   STOCK CERTIFICATES HELD BY VOTING TRUSTEES.

          (a)  SURRENDER OF CERTIFICATES.  The certificates for Shares of the
Company deposited with the Voting Trustee shall, if not registered in the name
of the Voting Trustee, be surrendered to the Company and canceled and new
certificates therefor issued to and in the name of the Voting Trustee.  Notation
shall be made on the face of all certificates issued in the name of the Voting
Trustee that they are issued pursuant to this Agreement, and such fact shall
also be noted in the records of stock ownership of the Company.

          (b)  SHARES HELD IN TRUST.  All Shares deposited with the Voting
Trustee  hereunder shall be held in trust for the Stockholders and their
respective heirs, executors, administrators and its assigns, and used and
applied by the Voting Trustee and his successors in office for the purposes of
and in accordance with this Agreement and shall remain subject to the
Subscription Agreement.

          (c)  TRANSFER OF SHARES.  The Voting Trustee may cause any Shares at
any time held by him under this Agreement to be transferred to any name or names
other than the name of the Voting Trustee herein named, if such transfer becomes
necessary by reason of any change in the person holding the office of Voting
Trustee as hereinafter provided.

7.   DIVIDENDS; SUBSCRIPTION RIGHTS.

          (a)  DIVIDENDS.  The Company is hereby authorized and directed, and
the Company hereby agrees, to pay all distributions and dividends that are paid
in cash, stock (other than voting stock) or other property directly to the
registered holder of the Voting Trust Certificate evidencing the Shares on which
such distributions or dividends are declared.  All shares of voting stock issued
as dividends on Shares that are subject to this Agreement shall also be subject
to this Agreement.  The stock certificates for such shares shall be issued in
the name of and delivered to the Voting Trustee to be held hereunder, subject to
all of the provisions hereof, and the Voting Trustee shall issue additional
Voting Trust Certificates in respect of such shares to the Stockholders entitled
thereto.


                                    -3-

<PAGE>

          (b)  DISTRIBUTIONS OF CAPITAL STOCK.  In case the Company shall at any
time issue any stock or other securities to which the holders of the capital
stock of the Company shall be entitled to subscribe by way of preemptive right
or otherwise, or any Stockholder shall be otherwise entitled (including, without
limitation, pursuant to the Subscription Agreement) to purchase any shares of
capital stock of the Company, the Voting Trustee shall promptly give notice of
such right so to subscribe or purchase and of the terms thereof to such
Stockholder at his or its address registered with the Voting Trustee; and such
Stockholder upon providing the Voting Trustee with funds in the requisite
amount, shall have the right, subject to such reasonable regulations as may be
prescribed by the Voting Trustee, to instruct the Voting Trustee to subscribe
for or purchase such stock or other securities, or any part thereof; and to the
extent that such Stockholder shall fail to exercise such rights the Voting
Trustee shall be entitled, in its absolute discretion, to permit such rights so
to subscribe or purchase to lapse.  Upon receiving proper instructions in
writing, the Voting Trustee shall subscribe for or purchase such stock or other
securities (but only out of funds provided by such Stockholder for the purpose)
and shall distribute the same to such Stockholder, except that any shares of
voting stock of the Company, when so subscribed for or purchased and received by
the Voting Trustee, shall not be distributed but shall be held hereunder,
subject to all the provisions hereof, and the Voting Trustee shall issue new or
additional Voting Trust Certificates in respect of such shares to such
Stockholder.

8.   ACTIONS BY VOTING TRUSTEE.

          (a)  PROXY.  A proxy may be given to any person other than the Voting
Trustee provided that such proxy may be voted only in accordance with specific
instructions given by the Voting Trustee.


          (b)  AGENTS.  The Voting Trustee may at any time or from time to time
appoint an agent or agents and may delegate to such agent or agents the
performance of any administrative duty of the Voting Trustee, including, without
limitation, the appointment of a domestic bank or other institution to act as
custodian of the Shares of the Company held by it hereunder.  The fees of such
agent or agents shall constitute an expense of the Voting Trustee.

9.   LIABILITY OF VOTING TRUSTEE; INDEMNIFICATION.

          (a)  NO LIABILITY.  The Voting Trustee assumes no liability as a
stockholder, his interest hereunder being that of trustee only.  In voting the
stock represented by the stock certificates held by it hereunder (which he may
do either in person or by proxy as aforesaid), the Voting Trustee will vote and
act in all matters in accordance with his best good faith judgment and the terms
of this Agreement; but he assumes no responsibility or liability in respect of
any action taken by him or taken in pursuance of his vote so cast, and the
Voting Trustee shall not incur any responsibility as trustee or otherwise by
reason of any error of fact or law, mistake of judgment, or of any matter or
thing done or suffered or omitted to be done under this Agreement, except for
his own individual gross negligence or willful misconduct.

          (b)  AGENTS.  The Voting Trustee shall not be answerable for the
default or misconduct of any agent or attorney appointed by him in pursuance
hereof if such agent or attorney shall have been selected with reasonable care.


                                    -4-

<PAGE>

          (c)  EXPENSES.  The Voting Trustee shall not be entitled to any
compensation for his services but shall be reimbursed by the Stockholders for
any reasonable expenses (other than counsel, advisors' and agents' fees) paid or
incurred in the administration of the trust hereunder.

          (d)  INDEMNITY.  The Stockholders hereby jointly and severally 
agree that they will at all times protect, indemnify and save harmless the 
Voting Trustee from any loss, cost or expense of any kind or character 
whatsoever incurred in connection with this Trust except those, if any, 
arising from the gross negligence or willful misconduct of the Voting 
Trustee, and will at all times themselves undertake, assume full 
responsibility for, and pay all costs and expenses of any suit or litigation 
of any character, including any proceedings before any governmental agency, 
with respect to the Shares or this Agreement and, if the Voting Trustee shall 
be made a party thereto, the Stockholders will pay all costs and expenses, 
including counsel fees, to which the Voting Trustee may be subject by reason 
thereof.  The Voting Trustee may consult with counsel and other advisors, and 
the opinions of such counsel and advisors shall be full and complete 
authorization and protection in respect of any action taken or omitted or 
suffered by the Voting Trustee hereunder in good faith and in accordance with 
such opinions.

          (e)  SURVIVAL.  Notwithstanding any other provision hereof, the
provisions of this Section 9 shall survive the termination of this Agreement.

10.  VOTING DISCRETION.

          (a)  VOTING DISCRETION.  Except as otherwise provided herein, until
the termination of this Agreement and the actual delivery of stock certificates
in exchange for Voting Trust Certificates hereunder, the Voting Trustee shall
possess and shall be entitled in his discretion, not subject to any review, to
exercise in person or by proxy, in respect of any and all Shares at any time
deposited under this Agreement, all rights and powers of every name and nature,
including the right to vote thereon or to consent to any and every act of the
Company, in the same manner and to the same extent as if he were the absolute
owner of such stock in his own right.

          (b)  PERMITTED ACTIONS.  Without limiting the generality of the
foregoing paragraph (a), the Voting Trustee is specifically authorized to vote
for or consent to any of the following:

          (i)   the election, removal or replacement of directors of the 
Company;

          (ii)  the sale or disposal in the normal course of business of any 
part or parts of the property, assets or business of the Company;

          (iii) any changes or amendments in or to the Certificate of
Incorporation or By-laws of the Company;

          (iv)  any loans to officers, directors or stockholders of the Company;

          (v)   any indemnification of officers, directors or agents of the
Company;


                                    -5-

<PAGE>


          (vi) the entering into or submitting of a bid in connection with the
negotiation of or application for any contract that the Company may not enter
into or submit without the approval of the stockholders;

          (vii) any other action that, by the terms of the General Corporation
Law of the State of Delaware or the Certificate of Incorporation or By-laws of
the Company, permits or requires a vote of the holders of the capital stock of
the Company; and

          (viii) any action with respect to any of the foregoing that any
stockholder might lawfully take.

11.  TERMINATION OF THIS AGREEMENT.

          (a)  TERMINATION.  This Agreement shall terminate with respect to any
Shares of the Company (i) as to which a registration statement shall have been
filed pursuant to the Securities Act promptly upon the effectiveness thereof or
(ii) sold, transferred or disposed of by any Stockholder as provided in and
subject to compliance with the terms and conditions of the Subscription
Agreement.

          (b)  IRREVOCABLE.  Subject to the foregoing paragraph (a), during the
term of this Agreement the Trust hereby created shall be irrevocable and no
Shares of the Company held by the Voting Trustee pursuant to the terms of this
Agreement shall be transferred to or upon the order of the holder of a Voting
Trust Certificate evidencing the beneficial ownership thereof prior to the
termination of this Agreement.

          (c)  TERMINATION BY LAW.  Unless terminated sooner (i) pursuant to
paragraph (a) hereof as to all Shares held by the Voting Trustee, or (ii) by
operation of law, this Agreement shall terminate without any action of or notice
by or to the Voting Trustee, the Company or the Stockholders when Castle Harlan
Partners II, L.P. ("CHP II"), (x) fails to maintain voting control over at least
25% of the Shares or (y) owns less than 20%, of the original equity position
acquired by CHP II pursuant to the Subscription Agreement.

12.  DELIVERY OF STOCK CERTIFICATES UPON
     TERMINATION OF THIS AGREEMENT.


          (a)  STOCK CERTIFICATES.  Upon termination of this Agreement, the
Voting Trustee, in exchange for and upon surrender of any Voting Trust
Certificates then outstanding, shall, in accordance with the terms hereof,
deliver certificates for capital stock of the Company of the series or class and
in the amount called for by such Voting Trust Certificate and either registered
in the name of the holder thereof or duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly executed in blank to
the holder thereof, and the Voting Trustee may require the holder of such Voting
Trust Certificate to surrender the same for such exchange.

          (b)  OBLIGATIONS OF TRUSTEE.  After any termination of this Agreement
as above provided with respect to all Shares, and delivery by the Voting Trustee
of any stock or other property then held hereunder in exchange for outstanding
Voting Trust Certificates as provided in 


                                      -6-

<PAGE>


this Section 12, all further obligations or duties of the Voting Trustee 
under this Agreement or any provision hereof shall cease.

13.  RESIGNATION; SUCCESSOR TRUSTEE.

          The Voting Trustee may resign at any time by providing the Company and
each Stockholder with written notice to such effect thirty (30) days prior to
the effective date of such resignation.  If for any reason John K. Castle shall
cease to serve as Voting Trustee hereunder, his immediate successor in such
capacity shall be Leonard M. Harlan; PROVIDED that (i) the person serving as
Voting Trustee may at any time, and from time to time, replace or designate the
successor to John K. Castle and (ii) each such successor shall be an officer of
Castle Harlan, Inc. or an officer of Castle Harlan Partners II GP, Inc.  Each
such successive designated person shall, upon assuming the duties hereunder upon
a vacancy occurring in the office of Voting Trustee, be the Voting Trustee.

14.  INTERESTS ALLOWED AS VOTING TRUSTEE.

          The Voting Trustee may be a creditor or stockholder of the Company and
may act as a director, officer or employee of, or consultant or advisor to, the
Company and receive compensation therefor.  In addition, the Voting Trustee and
any firm of which he may be a member, and any of his affiliates, may contract
with the Company or have a pecuniary interest in any matter or transaction to
which the Company may be a party, or in which the Company may be in any way
concerned.

15.  EFFECT OF AGREEMENT UPON REPRESENTATIVES,
     SUCCESSORS AND ASSIGNS.

          This Agreement shall inure to the benefit of and be binding upon 
the Voting Trustee and each Stockholder and their respective legal 
representatives, successors and assigns.

16.  MISCELLANEOUS.

          (a)  DELIVER TO STOCKHOLDERS.  The Voting Trustee shall deliver to
each Stockholder all information received by the Voting Trustee from the Company
or from other stockholders of the Company.

          (b)  NOTICES.  All notices to be given to the owners of Voting Trust
Certificates shall be given by mailing the same in a sealed postpaid envelope to
the registered owners of Voting Trust Certificates addressed to their respective
addresses as shown on the books of the Trust, and any notice whatsoever when
mailed by or on behalf of the Voting Trustee to such registered owners of Voting
Trust Certificates as herein provided shall have the same effect as though
personally served on all holders of Voting Trust Certificates.  All notices to
be given to the Voting Trustee shall be given by serving a copy thereof upon him
personally or by mailing the same in a sealed postpaid envelope addressed to him
at his address set forth below or to such other address as he shall from time to
time in writing designate.


                                      -7-

<PAGE>


          (c)  FILING OF AGREEMENT.  Until the termination of this Agreement,
one original counterpart hereof shall be filed at each of (i) the principal
office of the Company and (ii) the registered office of the Company in the State
of Delaware, and each such counterpart shall be open to the inspection of any
holder of any Voting Trust Certificate or any stockholder of the Company daily
during business hours.

          (d)  AMENDMENT.  If at any time it is deemed advisable for the parties
hereto to amend or revoke this Agreement, it may be amended or revoked by an
agreement executed by the Voting Trustee, the Company and the holder or holders
of all of the Voting Trust Certificates.

          (e)  ACKNOWLEDGMENT OF OBLIGATIONS.  The Voting Trustee accepts the
trust created hereby subject to all the terms and conditions herein contained
and agrees that he will exercise the powers and perform the duties of Voting
Trustee as set forth herein according to his best judgment.

          (f)  ENTIRE AGREEMENT.  This Agreement contains the entire agreement
among the parties hereto and supersedes all prior agreements and understandings,
oral and written, among the parties hereto with respect to the subject matter
hereof.

          (g)  SECTION HEADINGS.  The section headings contained herein are
included for convenience of reference only and shall not constitute a part of
this Agreement for any purpose.

          (h)  COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.

          (i)  APPLICABLE LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts to be performed entirely within such State.

          (j)  SEVERABILITY.  Any section, clause, sentence, provision,
subparagraph or paragraph of this Agreement held by a court of competent
jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate
or nullify the remainder of this Agreement, but the effect thereof shall be
confined to the section, clause, sentence, provision, subparagraph, or paragraph
so held to be invalid, illegal or ineffective.


                                      -8-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have duly executed this 
Agreement as of the day and year first above written.

VOTING TRUSTEE:                        COMPANY:

                                       COMMEMORATIVE BRANDS, INC.
-------------------------------
John K. Castle
c/o Castle Harlan, Inc.                By:
37th Floor                                ----------------------------------
150 East 58th Street                      Name:
New York, New York  10155                 Title:


                                       STOCKHOLDERS:
                                       BRANFORD CASTLE HOLDINGS, INC.

                                       By:
                                          ----------------------------------
                                          Name:
                                          Title:

                                       -------------------------------------
                                                 Leonard M. Harlan


                                       -------------------------------------
                                                 David B. Pittaway


                                       -------------------------------------
                                                   David H. Chow






                                      -9-

<PAGE>
                                                                    EXHIBIT A


     THIS VOTING TRUST CERTIFICATE HAS BEEN ISSUED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST THEREIN MAY BE
TRANSFERRED EXCEPT IN COMPLIANCE, ESTABLISHED TO SATISFACTION OF THE ISSUER,
WITH SAID ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER BY THE
SECURITIES AND EXCHANGE COMMISSION.

     THIS VOTING TRUST CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE 
SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A SUBSCRIPTION AGREEMENT ON 
FILE WITH THE COMPANY.

                            VOTING TRUST CERTIFICATE

                           COMMEMORATIVE BRANDS, INC.


NO. V-
      ----------------------------
Class:  Common Stock
Shares:
       ---------------------------
Class:  Series B Preferred
Shares:
       ---------------------------

     This certificate is evidence that _________________ has deposited (i)
________ shares of Common Stock, $0.01 par value per share, of Commemorative
Brands, Inc., a Delaware corporation formerly known as Scholastic Brands, Inc.
(the "Company"), and (ii) ____ shares of Series B Preferred Stock, $0.01 par
value per share, of the Company, with the Voting Trustee hereinafter named in
accordance with the terms of the Voting Trust Agreement (the "Agreement") dated
as of December 17, 1996 among the Company, each of the Stockholders listed on
the signature pages thereof and the person whose name appears below as Voting
Trustee (the "Trustee").

     This certificate and the interest represented hereby is transferable on the
books of the Trust only in accordance with the terms of the Agreement and any
holder of this Certificate takes the same subject to all of the terms and
conditions of such Agreement.

     IN WITNESS WHEREOF, the Trustee has signed this certificate as of the 
___ day of December, 1996.

                                        VOTING TRUSTEE

                                        -------------------------------
                                        John K. Castle