EXHIBIT 10



                       FIRST AMENDMENT TO
            REVOLVING CREDIT AND TERM LOAN AGREEMENT

     THIS  FIRST  AMENDMENT  TO REVOLVING CREDIT  AND  TERM  LOAN
AGREEMENT  (this  "Amendment") is entered into as  of  March  28,
2000,  among  ACX  TECHNOLOGIES,  INC.,  a  Colorado  corporation
("Borrower"),   Required  Lenders  under  the  Credit   Agreement
described  below, and BANK OF AMERICA, N.A., in its  capacity  as
Administrative  Agent for the Lenders under the Credit  Agreement
("Administrative  Agent"),  and  Guarantors  under   the   Credit
Agreement  (hereinafter  defined).   Reference  is  made  to  the
Revolving  Credit and Term Loan Agreement, dated as of August  2,
1999   (as  amended  to  date,  the  "Credit  Agreement"),  among
Borrower, Administrative Agent, the Managing Agents, and the  Co-
Agents thereunder.

       Unless  otherwise  defined in this Amendment,  capitalized
terms  used herein shall have the meaning set forth in the Credit
Agreement;  all  Section and Schedule references  herein  are  to
Sections and Schedules in the Credit Agreement; and all Paragraph
references herein are to Paragraphs in this Amendment.

                            RECITALS

     A.    Borrower has requested that Required Lenders agree  to
amend certain provisions of the Credit Agreement with respect  to
certain financial covenants and hedging requirements.

     B.    Required   Lenders  are  willing  to  agree  to   such
amendments,  but  only upon the conditions, among  other  things,
that  Borrower,  Guarantors,  and  Required  Lenders  shall  have
executed  and delivered this Amendment and shall have  agreed  to
the  terms and conditions thereof, including, without limitation,
certain  additional  amendments relative  to  pricing,  mandatory
prepayments  in  conjunction with Significant  Asset  sales,  and
certain permitted investments.

     Accordingly, for adequate and sufficient consideration,  the
parties hereto agree, as follows:

Paragraph 1.   Amendment.

     1.1  Definitions.  Section 1.1 is amended as follows:

     (a)  The definition of "Applicable Margin" is deleted in its
entirety and replaced with the following definition:

          "Applicable Margin means:

               (a)   On  any date of determination occurring
          on  or  prior  to  the First Amendment  Date,  the
          percentage per annum set forth in the table  below
          for   the   appropriate  Type  of   Borrowing   or
          commitment fees (as the case may be):


                          Applicable Margin
           -----------------------------------------------
             Base Rate      Eurodollar Rate    Commitment
            Borrowings        Borrowings          Fees
           -----------      ---------------    -----------
               1.00%            2.500%            .500%


               (b)     On    any   date   of   determination
          (i)  occurring after the First Amendment Date with
          respect   to  the  One-Year  Term  Facility,   and
          (ii)  occurring after the First Amendment Date  to
          (but  not including) the second Business Day after
          the  delivery of the Financial Statements (and the
          related  Compliance Certificate)  for  the  fiscal
          quarter ending March 31, 2000, with respect to the
          Revolver Facility and the Term Loan Facility,  the
          percentage per annum set forth in the table  below
          for   the   appropriate  Type  of   Borrowing   or
          commitment fees (as the case may be):


                          Applicable Margin
           -----------------------------------------------
             Base Rate      Eurodollar Rate    Commitment
            Borrowings        Borrowings          Fees
           -----------      ---------------    -----------
               1.50%             3.00%            .50%


               (c)   Solely  with  respect to  the  Revolver
          Facility  and the Term Facility, on and after  the
          second  Business  Day after the  delivery  of  the
          Financial  Statements (and the related  Compliance
          Certificate)   for  the  fiscal   quarter   ending
          March 31, 2000, the percentage per annum set forth
          in  the  table below for the Type of Borrowing  or
          commitment  fees  (as  the  case  may   be)   that
          corresponds to the Leverage Ratio at such date  of
          determination,   as  calculated   based   on   the
          quarterly Compliance Certificate of Borrower  most
          recently delivered pursuant to Section 9.3 hereof:


          Leverage Ratio              Applicable Margin
          -----------------  -----------------------------------
                                          Eurodollar
                             Base Rate       Rate     Commitment
                             Borrowings   Borrowings     Fees
                             ----------   ----------  ----------
          Less than
            4.00:1.0            0.50%        2.00%       .375%

          Greater than
            or equal to
            4.00:1.0,
            but less than
            4.50:1.0            0.75%        2.25%       .500%

          Greater than
            or equal to
            4.50:1.0,
            but less than
            5.00:1.0           1.00%         2.50%       .500%

          Greater than
            or equal to
            5.00:1.0           1.50%         3.00%       .50%


          The  provisions  in  Item  (c)  preceding  are  further
          subject to, the following:

                    (i)  With respect to any adjustments  in
               the  Applicable Margin as a result of changes
               in  the Leverage Ratio, such adjustment shall
               be   effective  commencing  on   the   second
               Business  Day  after  the  delivery  of   the
               Financial   Statements   (and   the   related
               Compliance Certificate) pursuant to  Sections
               9.3(a)   and   9.3(b)  or  the  most   recent
               Permitted  Acquisition Compliance Certificate
               for  a Permitted Acquisition, as the case may
               be; and

                    (ii) If Borrower fails to timely furnish
               to   Lenders  the  Financial  Statements  and
               related  Compliance Certificates required  to
               be  delivered pursuant to Sections 9.3(a) and
               9.3(b),  and  such  failure  shall   not   be
               remedied  within  five  days  after   written
               notice  thereof from Administrative Agent  or
               any Lender, then (unless the Default Rate has
               been effected by Required Lenders pursuant to
               Section  3.6) the Applicable Margin shall  be
               the  maximum  Applicable Margin specified  in
               the  Table above for the period from the date
               such   Financial   Statements   and   related
               Compliance Certificates were due to the  date
               such   Financial   Statements   and   related
               Compliance   Certificates  are  received   by
               Administrative Agent."

     (b)   The  definition of "Interest Expense"  is  amended  by
changing  the  period (.) at the end thereof to a semi-colon  (;)
and adding the following proviso to the end of such definition:

          "; provided that,  notwithstanding the  foregoing,
          the  amortization of any upfront fees paid to  any
          Lender or Agent on or prior to the Closing Date in
          connection  with  the  Loan  Documents   and   the
          amortization  of any amendment fees  paid  to  any
          Lender or Administrative Agent in connection  with
          the  any amendment to the Loan Documents shall not
          be included in calculations of Interest Expense."

     (c)   Paragraph  (b)(i)  of  the  definition  of  "Permitted
Acquisition"  is  deleted in its entirety and replaced  with  the
following:

               "(i)  either (A) the Purchase Price for  such
          Acquisition  must  be  less  than  or   equal   to
          $10,000,000, and when aggregated with the Purchase
          Price   of   each   other  Permitted   Acquisition
          consummated in such calendar year, may not  exceed
          $20,000,000  in the aggregate, if on the  date  of
          consummation  of  such Acquisition,  the  Leverage
          Ratio immediately prior to and after giving effect
          to  such  Acquisition is greater than or equal  to
          4.00:1.00,  but less than 5.00:1.00;  or  (B)  the
          Purchase Price for such Acquisition must  be  less
          than  $50,000,000, and, when aggregated  with  the
          Purchase Price of each other Permitted Acquisition
          consummated in such calendar year, may not  exceed
          $100,000,000 in the aggregate, if on the  date  of
          consummation  of  such Acquisition,  the  Leverage
          Ratio immediately prior to and after giving effect
          to such Acquisition is less than 4.00:1.00;".

     (d)   The definition of "Significant Sale" is deleted in its
entirety and replaced with the following:

          "Significant Sale means any sale, lease, transfer,
          or  other  disposition of any property  or  assets
          (tangible  or  intangible) by any Company  to  any
          other   Person   (other  than  any  sale,   lease,
          transfer,   or  other  disposition  (i)   of   any
          Designated  Asset,  (ii) in  connection  with  the
          Ceramics  Spinoff,  (iii) in connection  with  the
          Golden Aluminum Company Sale, or (iv) contemplated
          by  Sections 9.23(a) through (e)) with respect  to
          which  the  Net  Cash  Proceeds  received  by  the
          Companies  for  such  asset disposition  (or  when
          aggregated  with  the Net Cash Proceeds  from  all
          such  other  asset dispositions occurring  in  the
          same calendar year for which mandatory prepayments
          pursuant  to  Section 3.3(b)(iii)  have  not  been
          paid) equals or exceeds (A) $6,000,000 on any date
          of   determination  when  the  Leverage  Ratio  is
          greater  than  or equal to 4.00  to  1.00  or  (B)
          $10,000,000 on any date of determination when  the
          Leverage Ratio is less than 4.00 to 1.00."

     (e)   The  following  definitions of "First  Amendment"  and
"First  Amendment  Date"  shall  be  alphabetically  inserted  in
Section 1.1 to read, as follows:

          "First   Amendment   means  that   certain   First
          Amendment  to  Revolving  Credit  and  Term   Loan
          Agreement  dated  as  of  March  28,  2000,  among
          Borrower, Guarantors, and Required Lenders.

          First Amendment Date means the date upon which the
          First  Amendment becomes effective  in  accordance
          with the terms of such First Amendment."

     1.2   Mandatory Prepayments.  Section 3.3(b)(iii) is deleted
in its entirety and replaced with the following provision:

               "(iii)    With respect to the consummation of
          any   Significant  Sale  by  any  Company   (which
          Significant Sale must be otherwise permitted under
          the Loan Documents or shall have been consented to
          by  Required Lenders), either (A) if the  Leverage
          Ratio is equal to or greater than 4.00 to 1.00  on
          the date such Significant Sale is consummated, the
          Principal Debt shall be permanently prepaid in the
          order  and  manner specified herein, by an  amount
          equal to 100% of the Net Cash Proceeds realized by
          any  Company from such Significant Sale or as  and
          when  any deferred Purchase Price is received  (or
          if  such  disposition is a Significant Sale  as  a
          result    of   aggregation   with   other    asset
          dispositions  in the same fiscal  year  for  which
          mandatory  prepayments  hereunder  have  not  been
          paid,  100%  of  the aggregate Net  Cash  Proceeds
          received from all such asset dispositions  in  the
          calendar  year  in  excess of  $6,000,000),  which
          mandatory  prepayment shall be  payable  within  3
          days   from  the  date  of  consummation  of  such
          Significant  Sale or other asset  disposition,  as
          the  case may be, or (B) if the Leverage Ratio  is
          less   than   4.00  to  1.00  on  the  date   such
          Significant  Sale  is consummated,  the  Principal
          Debt shall be permanently prepaid in the order and
          manner  specified herein, by an  amount  equal  to
          100%  of  the  Net Cash Proceeds realized  by  any
          Company from such Significant Sale or as and  when
          any  deferred  Purchase Price is received  (or  if
          such disposition is a Significant Sale as a result
          of  aggregation  with other asset dispositions  in
          the   same   fiscal   year  for  which   mandatory
          prepayments hereunder have not been paid, 100%  of
          the  aggregate Net Cash Proceeds received from all
          such  asset dispositions in the calendar  year  in
          excess  of $10,000,000) if such Net Cash  Proceeds
          or any portion thereof have not been reinvested in
          similar  assets of the Companies within 12  months
          from  the date of consummation of such Significant
          Sale  or other asset disposition, as the case  may
          be;  provided that, notwithstanding the foregoing,
          so  long  as no Default or Potential Default  then
          exists  or arises, (i) mandatory prepayments  with
          respect  to  any  Significant Sale  of  less  than
          $500,000 shall not be required to be paid pursuant
          to  this Section 3.3(b)(iii)(A); and (ii)  if  any
          mandatory prepayment required to be made  pursuant
          to   this   Section  3.3(b)(iii)  is   less   than
          $5,000,000  and the making of such  payment  would
          require  a  payment to be made with respect  to  a
          LIBOR Borrowing on a date other than the last  day
          of  an  Interest Period, then Borrower  may  delay
          making  such mandatory prepayment until  the  last
          day of the next Interest Period ending immediately
          after  consummation of such Significant  Sale,  if
          during  the  interim  period  subsequent  to  such
          Significant Sale and prior to the last day of  the
          next-expiring Interest Period, Borrower uses  such
          Net Cash Proceeds to reduce the Revolver Principal
          Debt  without  permanently reducing  the  Revolver
          Commitment;".

     1.3  Loans, Advances, and Investments.

     (a)   Section 9.20(d) is amended by adding a clause  at  the
beginning of such provision which reads as follows:

          "If  the  Leverage  Ratio is less  than  5.00:1.00
          immediately  prior to and after giving  effect  to
          any such Acquisition,".

     (b)   Clause  (iii)  of Section 9.20(i) is  deleted  in  its
entirety and the following provision is substituted therefor:

          "(iii)  investments in other Persons  (other  than
          the Loan Parties), which investments, individually
          and  when  aggregated with all  other  investments
          made  pursuant to this clause (i), do  not  exceed
          (A)  on any date of determination occurring on and
          after  the First Amendment Date when the  Leverage
          Ratio  is greater than or equal to 5.00:1.00,  the
          sum  of  $5,000,000 plus the amount of other  such
          investments made after the Closing Date but  prior
          to  the First Amendment Effective Date; (B) if, on
          any  date of determination, the Leverage Ratio  is
          greater than or equal to 4.00:1.00, but less  than
          5.00:1.00, $10,000,000 (determined on a cumulative
          basis from and after the Closing Date); (C) on any
          date  of determination when the Leverage Ratio  is
          less than 4.00:1.00, $25,000,000 (determined on  a
          cumulative basis from and after the Closing Date);
          or  (D) on any date of determination on and  after
          the Qualifying Date, $75,000,000 (determined on  a
          cumulative  basis  from  and  after  the   Closing
          Date)."

     1.4  Financial Covenants.

     (a)   The  Leverage  Ratio covenant  set  forth  in  Section
9.30(a)  is amended by substituting the following table  for  the
table set forth at the end of such Section:

          "
           ------------------------------------------------
                                        Maximum Leverage
                     Period                  Ratio
             ----------------------     ----------------
             September 30, 1999,
               to and including
               December 30, 1999           5.00 to 1

             December 31, 1999, to
               (but not including)
               the consummation date
               of the Ceramics
               Spinoff                     4.75 to 1

             On the consummation
               date of the Ceramics
               Spinoff, to and
               including June 29,
               2000                        6.00 to 1

             June 30, 2000, to and
               including September 29,
               2000                        6.25 to 1

             September 30, 2000, to
               and including
               December 30, 2000           5.50 to 1

             December 31, 2000, to
               and including
               March 30, 2001              4.75 to 1

             March 31, 2001, to
               and including
               June 29, 2001               4.00 to 1

             June 30, 2001, to
               and including
               December 30, 2001           3.50 to 1

             December 31, 2001,
               to and including
               December 30, 2002           3.00 to 1

             December 31, 2002,
               and thereafter              2.75 to 1

          ; provided that, notwithstanding the foregoing, if
          Borrower   sells   the  paper  mill   located   in
          Kalamazoo, Michigan, or an interest therein, on or
          prior  to June 30, 2000, then the maximum Leverage
          Ratio  for the period from June 30, 2000,  to  and
          including  September 29, 2000,  will  be  5.80  to
          1.0."

     (b)   The  Interest Coverage covenant set forth  in  Section
9.30(c)  is amended by substituting the following table  for  the
table set forth at the end of such Section:


                                        Minimum Interest
            Fiscal Quarter(s) Ending     Coverage Ratio
            ------------------------    ----------------
               December 31, 1999           2.00 to 1

                 March 31, 2000            1.60 to 1

                 June 30, 2000             1.70 to 1

               September 30, 2000          1.90 to 1

               December 31, 2000           2.00 to 1

                 March 31, 2001            2.50 to 1

               June 30, 2001, and
               September 30, 2001          3.00 to 1

             December 31, 2001, and
                   thereafter              4.00 to 1

     (c)   The  Total  Debt to Consolidated Total  Capitalization
financial  covenant set forth in Section 9.30(d)  is  amended  by
adding the following proviso at the end thereof:

          ";  provided that, notwithstanding the  foregoing,
          if  Borrower fails to sell the paper mill  located
          in Kalamazoo, Michigan, or an interest therein, on
          or  prior to June 30, 2000, then the maximum ratio
          (expressed  as  a  percentage) of  Total  Debt  to
          Consolidated Total Capitalization will be 70%  for
          the  period from June 30, 2000, to the earlier  of
          (i) the consummation date of the sale of the paper
          mill  located in Kalamazoo, Michigan or  (ii)  the
          Termination Date of the One-Year Term Facility."

     (d)   The Capital Expenditures financial covenant set  forth
in Section 9.30(e) is amended in its entirety to read as follows:

          "Capital  Expenditures.  The Capital  Expenditures
          of  the Companies shall not exceed (i) $65,000,000
          during calendar year 2000 and (ii) $60,000,000 per
          calendar   year   for  calendar  year   2001   and
          thereafter."

     1.5   Financial  Hedges.  Section 9.31  is  amended  by  (i)
relettering  subsection "(c)" thereof to subsection  "(d)";  (ii)
deleting  the existing subsection "(b)" thereof, and substituting
therefor  the following subsections "(b)" and "(c)" to  read,  as
follows:

               "(b)  On  or before April 30, 2000,  Borrower
          shall  enter into, purchase, acquire, and maintain
          Financial    Hedges   providing   interest    rate
          protection,  in  a form and upon terms  reasonably
          acceptable to Administrative Agent and  issued  by
          one or more Lenders, any Affiliates of Lenders, or
          an  institution acceptable to Administrative Agent
          (which  consent will not be unreasonably withheld)
          with  a  duration  of at least  two  years,  which
          Financial  Hedges shall assure that not less  than
          $300,000,000  of  the  Principal  Debt  is  fixed,
          capped,  or  hedged; provided, however,  that  the
          protected fixed, capped, or hedged rate  shall  be
          no  greater than 2.0% above the Eurodollar Rate on
          the  date  or  dates  such  Financial  Hedges  are
          purchased by Borrower.

               (c)   On  or  before July 31, 2000,  Borrower
          shall  enter into, purchase, acquire, and maintain
          Financial    Hedges   providing   interest    rate
          protection,  in  a form and upon terms  reasonably
          acceptable to Administrative Agent and  issued  by
          one or more Lenders, any Affiliates of Lenders, or
          an  institution acceptable to Administrative Agent
          (which  consent will not be unreasonably withheld)
          with  a  duration  of at least  two  years,  which
          Financial  Hedges  shall  assure  that   the   net
          interest  cost  to Borrower is fixed,  capped,  or
          hedged  on  at  least fifty percent (50%)  of  the
          Principal  Debt  outstanding  on  the  date   such
          Financial  Hedges  are purchased  ("Hedge  Date");
          provided,  however,  that  the  protected   fixed,
          capped,  or  hedged rate shall be no greater  than
          2.0%  above the Eurodollar Rate on the Hedge Date.
          Notwithstanding  anything  to  the   contrary   in
          Section 9.31(b) or (c) hereof, any Financial Hedge
          purchased  under Section 9.31(b)  or  (c)  may  be
          reduced from time to time after the Hedge Date, so
          long  as  on any date of reduction, the  Financial
          Hedges  maintained in accordance with this Section
          9.31(b) and (c) shall assure that the net interest
          cost to Borrower is fixed, capped, or hedged on at
          least  fifty  percent (50%) of the Principal  Debt
          existing on the Hedge Date, as such Principal Debt
          may  have  been reduced after the Hedge Date;  for
          purposes hereof, any repayments of Principal  Debt
          shall  be  deemed  to  be applied  first  to  that
          portion  of the Principal Debt that is not  hedged
          under  Section 9.31(b) and (c), then to the hedged
          Debt."

     1.6   Employee  Benefit Plans.  Section 10.9 is  amended  by
substituting "$15,000,000" for the reference to "$30,000,000"  in
the last line thereof.

Paragraph  2.   Amendment Fees.  On the Effective Date,  Borrower
shall pay (a) to Administrative Agent (for the ratable benefit of
the Revolver Lenders consenting to this Amendment on or prior  to
the  Effective  Date,  the  "Consenting  Revolver  Lenders"),  an
amendment  fee  in  an  amount equal to 0.25%  of  the  aggregate
Committed  Sums  under the Revolving Facility of each  Consenting
Revolver  Lender as of the Effective Date; (b) to  Administrative
Agent   (for  the  ratable  benefit  of  the  Term  Loan  Lenders
consenting  to this Amendment on or prior to the Effective  Date,
the  "Consenting  Term Loan Lenders"), an  amendment  fee  in  an
amount  equal to 0.25% of the aggregate Term Loan Principal  Debt
owed  to  the  Consenting Term Loan Lenders as of  the  Effective
Date; (c) to Administrative Agent (for the ratable benefit of the
One-Year   Term   Lenders  consenting  to  this  Amendment,   the
"Consenting  One-Year  Term Lenders"), an  amendment  fee  in  an
amount  equal to 0.125% of the One-Year Term Principal Debt  owed
to  the  Consenting  One-Year  Term  Loan  Lenders;  and  (d)  to
Administrative Agent (for its individual account)  the  amendment
fees  set  forth  in  a  separate letter agreement  dated  as  of
March  14,  2000, executed by Borrower and Administrative  Agent.
Additionally, in the event the One-Year Term Loan is not  prepaid
in  full  on  or  prior to July 3, 2000, Borrower  shall  pay  an
additional amendment fee to Administrative Agent (for the ratable
benefit  of  the  Consenting One-Year Term Loan  Lenders)  in  an
amount  equal to 0.125% of the One-Year Term Loan Principal  owed
to  the Consenting One-Year Term Loan Lenders as of July 3, 2000.
The  failure  of Borrower to comply with the provisions  of  this
Paragraph 2 shall constitute a payment Default entitling  Lenders
to exercise their respective Rights under the Loan Documents.

Paragraph  3.    Effective  Date.  Notwithstanding  any  contrary
provision,  this Amendment is not effective until the  date  (the
"Effective  Date")  upon  which  Administrative  Agent   receives
(a)   counterparts  of  this  Amendment  executed  by   Borrower,
Guarantors, and Required Lenders and (b) payment of the amendment
fees required to be paid to consenting Lenders and Administrative
Agent on the Effective Date pursuant to Paragraph 2 hereof.

Paragraph  4.   Acknowledgment and Ratification.  As  a  material
inducement to Administrative Agent and the Lenders to execute and
deliver  this Amendment, Borrower and each Guarantor (a)  consent
to the agreements in this Amendment and (b) agree and acknowledge
that  the  execution, delivery, and performance of this Amendment
shall  in  no way release, diminish, impair, reduce, or otherwise
affect the respective obligations of Borrower or Guarantors under
their respective Collateral Documents, which Collateral Documents
shall remain in full force and effect, and all Liens, guaranties,
and Rights thereunder are hereby ratified and confirmed.

Paragraph  5.    Representations.  As a  material  inducement  to
Lenders   to   execute  and  deliver  this  Amendment,   Borrower
represents and warrants to Lenders (with the knowledge and intent
that  Lenders  are  relying upon the same in entering  into  this
Amendment) that as of the Effective Date of this Amendment and as
of   the   date   of  execution  of  this  Amendment,   (a)   all
representations and warranties in the Loan Documents are true and
correct  in  all  material respects as though made  on  the  date
hereof,  except  to the extent that (i) any of them  speak  to  a
different  specific date or (ii) the facts on which any  of  them
were  based  have  been changed by transactions  contemplated  or
permitted  by the Credit Agreement, and (b) except as  waived  by
this Amendment, no Potential Default or Default exists.

Paragraph 6.   Expenses.  Borrower shall pay all costs, fees, and
expenses  paid  or incurred by Administrative Agent  incident  to
this  Amendment,  including, without limitation,  the  reasonable
fees and expenses of Administrative Agent's counsel in connection
with  the  negotiation, preparation, delivery, and  execution  of
this Amendment and any related documents.

Paragraph  7.    Miscellaneous.   This  Amendment  is   a   "Loan
Document" referred to in the Credit Agreement, and the provisions
relating  to Loan Documents in Section 13 of the Credit Agreement
are  incorporated in this Amendment by reference.  Unless  stated
otherwise  (a) the singular number includes the plural  and  vice
versa and words of any gender include each other gender, in  each
case,  as  appropriate,  (b) headings and  captions  may  not  be
construed in interpreting provisions, (c) this Amendment must  be
construed, and its performance enforced, under New York law,  (d)
if  any  part  of this Amendment is for any reason  found  to  be
unenforceable,  all  other  portions of  it  nevertheless  remain
enforceable, and (e) this Amendment may be executed in any number
of  counterparts  with the same effect as if all signatories  had
signed  the same document, and all of those counterparts must  be
construed together to constitute the same document.

Paragraph  8.   Entire Agreement.  This Amendment represents  the
final  agreement between the parties about the subject matter  of
this  Amendment and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements  of  the  parties.
There are no unwritten oral agreements between the parties.

Paragraph  9.    Parties.  This Amendment  binds  and  inures  to
Borrower,  Administrative Agent, Lenders,  and  their  respective
successors and assigns.

     The  parties hereto have executed this Amendment in multiple
counterparts  on the date stated on the signature  pages  hereto,
but effective as of the Effective Date.



             Remainder of Page Intentionally Blank.
                   Signature Pages to Follow.



                              ACX TECHNOLOGIES, INC.,
                              as Borrower


                              By:
                                   Name:
                                   Title:


                              CHRONOPOL, INC., as a Guarantor
                              GAC ALUMINUM CORPORATION, as a
                              Guarantor
                              GOLDEN TECHNOLOGIES COMPANY, INC.,
                              as a Guarantor
                              GP HOLDINGS, INC., as a Guarantor
                              GRAPHIC PACKAGING CORPORATION, as a
                              Guarantor
                              GRAPHIC PACKAGING CORPORATION OF
                              VIRGINIA, as a Guarantor
                              GRAPHIC PACKAGING HOLDINGS INC., as
                              a Guarantor
                              GTC NUTRITION COMPANY , as a
                              Guarantor
                              LAUENER ENGINEERING LIMITED , as a
                              Guarantor
                              UNIVERSAL PACKAGING CORPORATION ,
                              as a Guarantor


                              By:
                                   Name:
                                   Title:

                              GEI BROKERS, INC., as a Guarantor
                              GOLDEN EQUITIES, INC., as a
                              Guarantor


                              By:
                                   Name:
                                   Title:
                              BANK OF AMERICA, N.A., as
                              Administrative Agent and as a
                              Lender


                              By:
                                   Name:
                                   Title:

                              as a Lender


                              By:
                                   Name:
                                   Title:

                              as a Lender


                              By:
                                   Name:
                                   Title:

                              as a Lender


                              By:
                                   Name:
                                   Title:

                              as a Lender


                              By:
                                    Name:
                                    Title:

                              as a Lender