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                                                                   EXHIBIT 10.08

                    CHANGE OF CONTROL AND SEVERANCE AGREEMENT



AGREEMENT by and between NASHUA CORPORATION, a Delaware corporation (the
"Company") and ROBERT S. AMREIN (the "Executive"), dated as of the 15th day of
December, 2000.


RECITALS:

WHEREAS, the Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company or other reasons of uncertainty;

WHEREAS, the Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and business concerns and
to encourage the Executive's full attention and dedication to the Company; and

WHEREAS, in order to accomplish these objectives, the Board believes it is in
the best interests of the Company to enter into this Agreement.


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.   CERTAIN DEFINITIONS.

     (a)  The "Effective Date" shall be the first date during the "Change of
          Control Period" (as defined in Section 1(b)) on which a Change of
          Control occurs. Anything in this Agreement to the contrary
          notwithstanding, if the Executive's employment with the Company is
          terminated or the Executive ceases to be an officer of the Company
          prior to the date on which a Change of Control occurs, and it is
          reasonably demonstrated that such termination of employment (1) was at
          the request of a third party who has taken steps reasonably calculated
          to effect the Change of Control or (2) otherwise arose in connection
          with or anticipation of the Change of Control, then for all purposes
          of this Agreement the "Effective Date" shall mean the date immediately
          prior to the date of such termination of employment.

     (b)  The "Change of Control Period" is the period commencing on the date
          hereof and ending on the third anniversary of such date; provided,
          however, that commencing on the date one year after the date hereof,
          and on each annual anniversary of such date (such date and each annual
          anniversary thereof is hereinafter referred to as the "Renewal Date"),
          the Change of Control Period shall be automatically extended so as to
          terminate three years from such Renewal Date, unless at least 60 days
          prior to the Renewal Date the Company shall give notice to the
          Executive that the Change of Control Period shall not be so extended.


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2.   CHANGE OF CONTROL. For the purpose of this Agreement, a "Change of Control"
     shall mean:

     (a)  The acquisition, other than from the Company, by any individual,
          entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
          the Securities Exchange Act of l934, as amended (the "Exchange Act"))
          of beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) (a "Person") of more than 50% of either (i)
          the then outstanding shares of common stock of the Company (the
          "Outstanding Company Common Stock") or (ii) the combined voting power
          of the then outstanding voting securities of the Company entitled to
          vote generally in the election of directors (the "Company Voting
          Securities"), PROVIDED, HOWEVER, that any acquisition by (x) the
          Company or any of its subsidiaries, or any employee benefit plan (or
          related trust) sponsored or maintained by the Company or any of its
          subsidiaries or (y) any corporation with respect to which, following
          such acquisition, more than 60% of, respectively, the then outstanding
          shares of common stock of such corporation and the combined voting
          power of the then outstanding voting securities of such corporation
          entitled to vote generally in the election of directors is then
          beneficially owned, directly or indirectly, by all or substantially
          all of the individuals and entities who were the beneficial owners,
          respectively, of the Outstanding Company Common Stock and Company
          Voting Securities immediately prior to such acquisition in
          substantially the same proportion as their ownership, immediately
          prior to such acquisition, of the Outstanding Company Common Stock and
          Company Voting Securities, as the case may be, shall not constitute a
          Change of Control; or

     (b)  Individuals who, as of the date hereof, constitute the Board (the
          "Incumbent Board") cease for any reason to constitute at least a
          majority of the Board, provided that any individual becoming a
          director subsequent to the date hereof whose election or nomination
          for election by the Company's shareholders, was approved by a vote of
          at least a majority of the directors then comprising the Incumbent
          Board shall be considered as though such individual were a member of
          the Incumbent Board, but excluding, for this purpose, any such
          individual whose initial assumption of office is in connection with an
          actual or threatened election contest relating to the election of the
          Directors of the Company (as such terms are used in Rule 14a-11 of
          Regulation 14A promulgated under the Exchange Act); or

     (c)  Approval by the shareholders of the Company of a reorganization,
          merger or consolidation (a "Business Combination"), in each case, with
          respect to which all or substantially all of the individuals and
          entities who were the respective beneficial owners of the Outstanding
          Company Common Stock and Company Voting Securities immediately prior
          to such Business Combination do not, following such Business
          Combination, beneficially own, directly or indirectly, more than 60%
          of, respectively, the then outstanding shares of common stock and the
          combined voting power of the then outstanding voting securities
          entitled to vote generally in the election of directors, as the case
          may be, of the corporation resulting from Business Combination in
          substantially the same proportion as their ownership immediately prior
          to such Business Combination of the Outstanding Company Common Stock
          and Company Voting Securities, as the case may be; or

     (d)  (i) a complete liquidation or dissolution of the Company or of (ii)
          sale or other disposition of all or substantially all of the assets of
          the Company other than to a


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          corporation with respect to which, following such sale or disposition,
          more than 60% of, respectively, the then outstanding shares of common
          stock and the combined voting power of the then outstanding voting
          securities entitled to vote generally in the election of directors is
          then owned beneficially, directly or indirectly, by all or
          substantially all of the individuals and entities who were the
          beneficial owners, respectively, of the Outstanding Company Common
          Stock and Company Voting Securities immediately prior to such sale or
          disposition in substantially the same proportion as their ownership of
          the Outstanding Company Common Stock and Company Voting Securities, as
          the case may be, immediately prior to such sale or disposition.

3.   EMPLOYMENT PERIOD. The Company hereby agrees to continue the Executive in
     its employ, and the Executive hereby agrees to remain in the employ of the
     Company, for the period commencing on the Effective Date and ending on the
     third anniversary of such date (the "Employment Period").

4.   TERMS OF EMPLOYMENT.

     (a)  POSITION AND DUTIES.

          (i)  During the Employment Period, (A) the Executive's position
               (including status, offices, titles and reporting requirements),
               authority, duties and responsibilities shall be at least
               commensurate in all material respects with the most significant
               of those held, exercised and assigned at any time during the
               90-day period immediately preceding the Effective Date and (B)
               the Executive's services shall be performed at the location where
               the Executive was employed immediately preceding the Effective
               Date or any office or location less than 35 miles from such
               location.

          (ii) During the Employment Period, and excluding any periods of
               vacation and sick leave to which the Executive is entitled, the
               Executive agrees to devote reasonable attention and time during
               normal business hours to the business and affairs of the Company
               and, to the extent necessary to discharge the responsibilities
               assigned to the Executive hereunder, to use the Executive's
               reasonable best efforts to perform faithfully and efficiently
               such responsibilities. During the Employment Period it shall not
               be a violation of this Agreement for the Executive to (A) serve
               on corporate, civic or charitable boards or committees, (B)
               deliver lectures, fulfill speaking engagements or teach at
               educational institutions and (C) manage personal investments, so
               long as such activities do not significantly interfere with the
               performance of the Executive's responsibilities as an employee of
               the Company in accordance with this Agreement. It is expressly
               understood and agreed that to the extent that any such activities
               have been conducted by the Executive prior to the Effective Date,
               the continued conduct of such activities (or the conduct of
               activities similar in nature and scope thereto) subsequent to the
               Effective Date shall not thereafter be deemed to interfere with
               the performance of the Executive's responsibilities to the
               Company.

     (b)  COMPENSATION.

          (i)  BASE SALARY. During the Employment Period, the Executive shall
               receive


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               an annual base salary ("Annual Base Salary"), which shall be paid
               at a monthly rate, at least equal to twelve times the highest
               monthly base salary paid or payable to the Executive by the
               Company and its affiliated companies in respect of the
               twelve-month period immediately preceding the month in which the
               Effective Date occurs. During the Employment Period, the Annual
               Base Salary shall be reviewed at least annually and shall be
               increased at any time and from time to time as shall be
               substantially consistent with increases in base salary awarded in
               the ordinary course of business to other peer executives of the
               Company and its affiliated companies. Any increase in Annual Base
               Salary shall not serve to limit or reduce any other obligation to
               the Executive under this Agreement. Annual Base Salary shall not
               be reduced after any such increase and the term Annual Base
               Salary as utilized in this Agreement shall refer to Annual Base
               Salary as so increased. As used in this Agreement, the term
               "affiliated companies" includes any company controlled by,
               controlling or under common control with the Company.

          (ii) ANNUAL BONUS. In addition to Annual Base Salary, the Executive
               shall be awarded, for each fiscal year beginning or ending during
               the Employment Period, an annual bonus (the "Annual Bonus") in
               cash at least equal to the average bonus paid or payable,
               including by reason of deferral, to the Executive by the Company
               and its affiliated companies in respect of the three fiscal years
               immediately preceding the fiscal year in which the Effective Date
               occurs (annualized for any fiscal year during the Employment
               Period consisting of less than twelve full months or with respect
               to which the Executive has been employed by the Company for less
               than twelve full months) (the "Recent Annual Bonus"). Each such
               Annual Bonus shall be paid no later than the end of the third
               month of the fiscal year next following the fiscal year for which
               the Annual Bonus is awarded, unless the Executive shall elect to
               defer the receipt of such Annual Bonus.

         (iii) INCENTIVE, SAVINGS AND RETIREMENT PLANS. In addition to Annual
               Base Salary and Annual Bonus payable as hereinabove provided, the
               Executive shall be entitled to participate during the Employment
               Period in all incentive, savings and retirement plans, practices,
               policies and programs applicable generally to other peer
               executives of the Company and its affiliated companies, but in no
               event shall such plans, practices, policies and programs provide
               the Executive with incentive, savings and retirement benefit
               opportunities, in each case, less favorable, in the aggregate,
               than (x) the most favorable of those provided by the Company and
               its affiliated companies for the Executive under such plans,
               practices, policies and programs as in effect at any time during
               the 90-day period immediately preceding the Effective Date or (y)
               if more favorable to the Executive, those provided at any time
               after the Effective Date to other peer executives of the Company
               and its affiliated companies.

          (iv) WELFARE BENEFIT PLANS. During the Employment Period, the
               Executive and/or the Executive's family, as the case may be,
               shall be eligible for participation in and shall receive all
               benefits under welfare benefit plans, practices, policies and
               programs provided by the Company and its affiliated companies
               (including, without limitation, medical, prescription, dental,


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               disability, salary continuance, employee life, group life,
               accidental death and travel accident insurance plans and
               programs) to the extent generally applicable to other peer
               executives of the Company and its affiliated companies, but in no
               event shall such plans, practices, policies and programs provide
               the Executive with benefits which are less favorable, in the
               aggregate, than (x) the most favorable of such plans, practices,
               policies and programs in effect for the Executive at any time
               during the 90-day period immediately preceding the Effective Date
               or (y) if more favorable to the Executive, those provided at any
               time after the Effective Date generally to other peer executives
               of the Company and its affiliated companies.

          (v)  EXPENSES. During the Employment Period, the Executive shall be
               entitled to receive prompt reimbursement for all reasonable
               expenses incurred by the Executive in accordance with the most
               favorable policies, practices and procedures of the Company and
               its affiliated companies in effect for the Executive at any time
               during the 90-day period immediately preceding the Effective Date
               or, if more favorable to the Executive, as in effect generally at
               any time thereafter with respect to other peer executives of the
               Company and its affiliated companies.

          (vi) FRINGE BENEFITS. During the Employment Period, the Executive
               shall be entitled to fringe benefits in accordance with the most
               favorable plans, practices, programs and policies of the Company
               and its affiliated companies in effect for the Executive at any
               time during the 90-day period immediately preceding the Effective
               Date or, if more favorable to the Executive, as in effect
               generally at any time thereafter with respect to other peer
               executives of the Company and its affiliated companies.

         (vii) OFFICE AND SUPPORT STAFF. During the Employment Period, the
               Executive shall be entitled to an office or offices of a size and
               with furnishings and other appointments, and to exclusive
               personal secretarial and other assistance, at least equal to the
               most favorable of the foregoing provided to the Executive by the
               Company and its affiliated companies at any time during the
               90-day period immediately preceding the Effective Date or, if
               more favorable to the Executive, as provided generally at any
               time thereafter with respect to other peer executives of the
               Company and its affiliated companies.

        (viii) VACATION. During the Employment Period, the Executive shall be
               entitled to paid vacation in accordance with the most favorable
               plans, policies, programs and practices of the Company and its
               affiliated companies as in effect at any time during the 90-day
               period immediately preceding the Effective Date or, if more
               favorable to the Executive, as in effect generally at any time
               thereafter with respect to other peer incentives of the Company
               and its affiliated companies.

5.   TERMINATION OF EMPLOYMENT.

     (a)  DEATH OR DISABILITY. The Executive's employment shall terminate
          automatically upon the


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          Executive's death during the Employment Period. If the Company
          determines in good faith that the Disability of the Executive has
          occurred during the Employment Period (pursuant to the definition of
          Disability set forth below), it may give to the Executive written
          notice in accordance with Section 15(b) of this Agreement of its
          intention to terminate the Executive's employment. In such event, the
          Executive's employment with the Company shall terminate effective on
          the 30th day after receipt of such notice by the Executive (the
          "Disability Effective Date"), provided that, within the 30 days after
          such receipt, the Executive shall not have returned to full-time
          performance of the Executive's duties. For purposes of this Agreement,
          "Disability" means the absence of the Executive from the Executive's
          duties with the Company on a full-time basis for 180 consecutive
          business days as a result of incapacity due to mental or physical
          illness which is determined to be total and permanent by a physician
          selected by the Company or its insurers and acceptable to the
          Executive or Executive's legal representative (such agreement as to
          acceptability not to be withheld unreasonably).

     (b)  CAUSE. The Company may terminate the Executive's employment during the
          Employment Period for Cause. For purposes of this Agreement, "Cause"
          means (i) an action taken by the Executive involving willful and
          wanton malfeasance involving specifically a wholly wrongful and
          unlawful act, or (ii) the Executive being convicted of a felony.

     (c)  GOOD REASON. The Executive's employment may be terminated during the
          Employment Period by the Executive for Good Reason. For purposes of
          this Agreement, "Good Reason" means:

          (i)  the assignment to the Executive of any duties inconsistent in any
               respect with the Executive's position (including status, offices,
               titles and reporting requirements), authority, duties or
               responsibilities as contemplated by Section 4(a) of this
               Agreement, or any other action by the Company which results in a
               diminution in such position, authority, duties or
               responsibilities, excluding for this purpose an isolated,
               insubstantial and inadvertent action not taken in bad faith and
               which is remedied by the Company promptly after receipt of notice
               thereof given by the Executive;

          (ii) any failure by the Company to comply with any of the provisions
               of Section 4(b) of this Agreement, other than an isolated,
               insubstantial and inadvertent failure not occurring in bad faith
               and which is remedied by the Company promptly after receipt of
               notice thereof given by the Executive;

          (iii) the Company's requiring the Executive to be based at any office
               or location other than that described in Section 4(a)(i)(B)
               hereof;

          (iv) any purported termination by the Company of the Executive's
               employment otherwise than as expressly permitted by this
               Agreement; or

          (v)  any failure by the Company to comply with and satisfy Section
               14(c) of this Agreement.

          For purposes of this Agreement, any good faith determination of Good
          Reason made by the Executive shall be conclusive.

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     (d)  NOTICE OF TERMINATION. Any termination by the Company for Cause or by
          the Executive for Good Reason shall be communicated by Notice of
          Termination to the other party hereto given in accordance with Section
          15(b) of this Agreement. For purposes of this Agreement, a "Notice of
          Termination" means a written notice which (i) indicates the specific
          termination provision in this Agreement relied upon, (ii) to the
          extent applicable sets forth in reasonable detail the facts and
          circumstances claimed to provide a basis for termination of the
          Executive's employment under the provision so indicated and (iii) if
          the Date of Termination (as defined below) is other than the date of
          receipt of such notice, specifies the termination date (which date
          shall be not more than fifteen days after the giving of such notice).
          In the case of a termination of the Executive's employment for Cause,
          a Notice of Termination shall include a copy of a resolution duly
          adopted by the affirmative vote of not less than two-thirds of the
          entire membership of the Board at a meeting of the Board called and
          held for the purpose (after reasonable notice to the Executive and
          reasonable opportunity for the Executive, together with the
          Executive's counsel, to be heard before the Board prior to such vote),
          finding that in the good faith opinion of the Board the Executive was
          guilty of conduct constituting Cause. No purported termination of the
          Executive's employment for Cause shall be effective without a Notice
          of Termination. The failure by the Executive to set forth in the
          Notice of Termination any fact or circumstance which contributes to a
          showing of Good Reason shall not waive any right of the Executive
          hereunder or preclude the Executive from asserting such fact or
          circumstance in enforcing the Executive's rights hereunder.

     (e)  DATE OF TERMINATION. "Date of Termination" means the date of receipt
          of the Notice of Termination or any later date specified therein, as
          the case may be; provided, however, that (i) if the Executive's
          employment is terminated by the Company other than for Cause or
          Disability, the Date of Termination shall be the date on which the
          Company notifies the Executive of such termination and (ii) if the
          Executive's employment is terminated by reason of death or Disability,
          the Date of Termination shall be the date of death of the Executive or
          the Disability Effective Date, as the case may be.

6.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.

     (a)  DEATH. If the Executive's employment is terminated by reason of the
          Executive's death during the Employment Period, this Agreement shall
          terminate without further obligations to the Executive's legal
          representatives under this Agreement, other than the following
          obligations: (i) payment of the Executive's Annual Base Salary through
          the Date of Termination to the extent not theretofore paid, (ii)
          payment of the product of (x) the greater of (A) the Annual Bonus paid
          or payable, including by reason of deferral, (and annualized for any
          fiscal year consisting of less than twelve full months or for which
          the Executive has been employed for less than twelve full months) for
          the most recently completed fiscal year during the Employment Period,
          if any, and (B) the Recent Annual Bonus (such greater amount hereafter
          referred to as the "Highest Annual Bonus") and (y) a fraction, the
          numerator of which is the number of days in the current fiscal year
          through the Date of Termination, and the denominator of which is 365
          and (iii) payment of any compensation previously deferred by the
          Executive (together with any accrued interest thereon) and not yet
          paid by the Company and any accrued vacation pay not yet paid by the
          Company (the amounts described in paragraphs (i), (ii) and (iii) are
          hereafter referred to as "Accrued Obligations"). All Accrued
          Obligations shall be paid to the Executive's estate or beneficiary, as
          applicable, in a lump sum in cash within 30


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          days of the Date of Termination. In addition, the Executive's estate
          or designated beneficiaries shall be entitled to receive the
          Executive's Annual Base Salary for 12 months; PROVIDED, HOWEVER, that
          such payments of Annual Base Salary shall be reduced by any survivor
          benefits paid to the Executive's estate or designated beneficiary
          under the Retirement Plan. Anything in this Agreement to the contrary
          notwithstanding, the Executive's estate and family shall be entitled
          to receive benefits at least equal to the most favorable benefits
          provided generally by the Company and any of its affiliated companies
          to the estates and surviving families of peer executives of the
          Company and such affiliated companies under such plans, programs,
          practices and policies relating to death benefits, if any, as in
          effect generally with respect to other peer executives and their
          estates and families at any time during the 90-day period immediately
          preceding the Effective Date or, if more favorable to the Executive
          and/or the Executive's family, as in effect on the date of the
          Executive's death generally with respect to other peer executives of
          the Company and its affiliated companies and their families.

     (b)  DISABILITY. If the Executive's employment is terminated by reason of
          the Executive's Disability during the Employment Period, this
          Agreement shall terminate without further obligations to the
          Executive, other than for Accrued Obligations. All Accrued Obligations
          shall be paid to the Executive in a lump sum in cash within 30 days of
          the Date of Termination. In addition, the Executive shall be entitled
          to receive the Executive's Annual Base Salary for the balance of the
          Employment Period; PROVIDED, HOWEVER, that such payments of Annual
          Base Salary shall be reduced by any benefits paid to the Executive
          under the Retirement Plan by reason of Disability. Anything in this
          Agreement to the contrary notwithstanding, the Executive shall be
          entitled after the Disability Effective Date to receive disability and
          other benefits at least equal to the most favorable of those generally
          provided by the Company and its affiliated companies to disabled
          executives and/or their families in accordance with such plans,
          programs, practices and policies relating to disability, if any, as in
          effect generally with respect to other peer executives and their
          families at any time during the 90-day period immediately preceding
          the Effective Date or, if more favorable to the Executive and/or the
          Executive's family, as in effect at any time thereafter generally with
          respect to other peer executives of the Company and its affiliated
          companies and their families.

     (c)  CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's employment shall
          be terminated for Cause during the Employment Period, this Agreement
          shall terminate without further obligations to the Executive other
          than the obligation to pay to the Executive Annual Base Salary through
          the Date of Termination plus the amount of any compensation previously
          deferred by the Executive, in each case to the extent theretofore
          unpaid. If the Executive terminates employment during the Employment
          Period other than for Good Reason, this Agreement shall terminate
          without further obligations to the Executive, other than for Accrued
          Obligations. In such case, all Accrued Obligations shall be paid to
          the Executive in a lump sum in cash within 30 days of the Date of
          Termination.

     (d)  GOOD REASON; OTHER THAN FOR CAUSE OR DISABILITY. If, during the
          Employment Period, the Company shall terminate the Executive's
          employment other than for Cause or Disability, or the Executive shall
          terminate employment during the Employment Period for Good Reason, the
          Company shall pay to the Executive in a lump sum in cash within 60
          days after the Date of Termination, and subject to receiving an
          executed irrevocable Release as described in Section 11, the aggregate
          of the following amounts:

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          A.   all Accrued Obligations; and

          B.   the sum of (i) Annual Base Salary and (ii) the Highest Annual
               Bonus; and

          C.   a lump-sum retirement benefit equal to the difference between (a)
               the actuarial equivalent of the benefit under the Nashua
               Corporation Retirement Plan for Salaried Employees (the
               "Retirement Plan") and any supplemental and/or excess retirement
               plan providing benefits for the Executive (the "SERP") which the
               Executive would receive if the Executive's employment continued
               at the compensation level provided for in Sections 4(b)(i) and
               4(b)(ii) of this Agreement for the remainder of the Employment
               Period, assuming for this purpose that all accrued benefits are
               fully vested, and (b) the actuarial equivalent of the Executive's
               actual benefit (paid or payable), if any, under the Retirement
               Plan and the SERP; for purposes of determining the amount payable
               pursuant to this Section 6(d)(i)C the accrual formulas and
               actuarial assumptions utilized shall be no less favorable than
               those in effect with respect to the Retirement Plan and the SERP
               during the 90-day period immediately prior to the Effective Date.

          In addition, for the remainder of the Employment Period (if the
          termination took place during the Employment Period under this Section
          6), the Company shall continue benefits to the Executive and/or the
          Executive's family at least equal to those which would have been
          provided to them in accordance with the plans, programs, practices and
          policies described in Section 4(b)(iv) of this Agreement if the
          Executive's employment had not been terminated in accordance with the
          most favorable plans, practices, programs or policies of the Company
          and its affiliated companies applicable generally to other peer
          executives and their families during the 90-day period immediately
          preceding the Effective Date or, if more favorable to the Executive,
          as in effect generally at any time thereafter with respect to other
          peer executives of the Company and its affiliated companies and their
          families. For purposes of determining eligibility of the Executive for
          retiree benefits pursuant to such plans, practices, programs and
          policies, the Executive shall be considered to have remained employed
          until the end of the Employment Period and to have retired on the last
          day of such period.

7.   SEVERANCE BENEFITS. Notwithstanding anything contained in this Agreement to
     the contrary, if, before or after the Employment Period, the Executive's
     employment is terminated by the Company for reason other than misconduct,
     the Company shall pay to the Executive one year's salary continuation and
     continue medical and dental benefits during such continuation period.

8.   NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit
     the Executive's continuing or future participation in any benefit, bonus,
     incentive or other plans, programs, policies or practices, provided by the
     Company or any of its affiliated companies and for which the Executive may
     qualify, nor shall anything herein limit or otherwise affect such rights as
     the Executive may have under any other agreements with the Company or any
     of its affiliated companies. Amounts which are vested benefits or which the
     Executive is otherwise entitled to receive under any plan, policy, practice
     or program of the Company or any of its affiliated companies at or
     subsequent to the Date of Termination shall be payable in accordance with
     such plan, policy, practice or program except as explicitly modified by
     this Agreement.



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9.   FULL SETTLEMENT. The Company's obligation to make the payments provided for
     in this Agreement and otherwise to perform its obligations hereunder shall
     not be affected by any set-off, counterclaim, recoupment, defense or other
     claim, right or action which the Company may have against the Executive or
     others. In no event shall the Executive be obligated to seek other
     employment or take any other action by way of mitigation of the amounts
     payable to the Executive under any of the provisions of this Agreement. The
     Company agrees to pay, to the full extent permitted by law, all legal fees
     and expenses which the Executive may reasonably incur as a result of any
     contest (regardless of the outcome thereof) by the Company, the Executive
     or others of the validity or enforceability of, or liability under, any
     provision of this Agreement or any guarantee of performance thereof, plus
     in each case interest at the applicable Federal rate provided for in
     Section 7872(f)(2) of the Internal Revenue Code of l986, as amended (the
     "Code").

10.  OTHER AGREEMENTS. The parties agree that this Agreement supersedes and
     replaces any and all agreements, policies, understandings or letters
     (including but not limited to employment agreements, severance agreements
     and job abolishment policies) between the parties related to the subject
     matter hereof.

11.  RELEASE. Prior to receipt of the payment described in Sections 6(d) and 7,
     the Executive shall execute and deliver a Release to the Company as
     follows:

          The Executive hereby fully, forever, irrevocably and unconditionally
          releases, remises and discharges the Company, its officers, directors,
          stockholders, corporate affiliates, agents and employees from any and
          all claims, charges, complaints, demands, actions, causes of action,
          suits, rights, debts, sums of money, costs, accounts, reckonings,
          covenants, contracts, agreements, promises, doings, omissions,
          damages, executions, obligations, liabilities and expenses (including
          attorneys' fees and costs), of every kind and nature which he ever had
          or now has against the Company, its officers, directors, stockholders,
          corporate affiliates, agents and employees, including, but not limited
          to, all claims arising out of his employment, all employment
          discrimination claims under Title VII of the Civil Rights Act of 1964,
          42 U.S.C. ss.2000e ET SEQ., the Age Discrimination in Employment Act,
          29 U.S.C., ss.621 ET SEQ., the Americans With Disabilities Act, 42
          U.S.C., ss.12101 ET SEQ., the New Hampshire Law Against
          Discrimination, N.H. Rev. Stat. Ann. ss.354-A:1 ET SEQ. and similar
          state antidiscrimination laws, damages arising out of all employment
          discrimination claims, wrongful discharge claims or other common law
          claims and damages. The Release shall also contain, at a minimum, the
          following language:

                 The Executive acknowledges that he has been given twenty-one
                 (21) days to consider the terms of this Release and that the
                 Company advised him to consult with an attorney of his own
                 choosing prior to signing this Release. The Executive may
                 revoke this Release for a period of seven (7) days after the
                 execution of the Release and the Release shall not be effective
                 or enforceable until the expiration of this seven (7) day
                 revocation period.

     At the same time, the Company shall execute and deliver a Release to the
Executive as follows:

          The Company hereby fully, forever, irrevocably and unconditionally
          releases, remises and discharges the Executive from any and all claims
          which it ever had or now has against the Executive, other than for
          intentional harmful acts.

<PAGE>   11
                                      -11-


12.  CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary capacity
     for the benefit of the Company all secret or confidential information,
     knowledge or data relating to the Company or any of its affiliated
     companies, and their respective businesses, which shall have been obtained
     by the Executive during the Executive's employment by the Company or any of
     its affiliated companies and which shall not be or become public knowledge
     (other than by acts by the Executive or representatives of the Executive in
     violation of this Agreement). After termination of the Executive's
     employment with the Company, the Executive shall not, without the prior
     written consent of the Company, communicate or divulge any such
     information, knowledge or data to anyone other than the Company and those
     designated by it. In no event shall an asserted violation of the provisions
     of this Section 12 constitute a basis for deferring or withholding any
     amounts otherwise payable to the Executive under this Agreement.

13.  ARBITRATION. Any controversy or claim arising out of this Agreement shall
     be settled by binding arbitration in accordance with the commercial rules,
     policies and procedures of the American Arbitration Association. Judgment
     upon any award rendered by the arbitrator may be entered in any court of
     law having jurisdiction thereof. Arbitration shall take place in Nashua,
     New Hampshire at a mutually convenient location.

14.  SUCCESSORS.

     (a)  This Agreement is personal to the Executive and without the prior
          written consent of the Company shall not be assignable by the
          Executive otherwise than by will or the laws of descent and
          distribution. This Agreement shall inure to the benefit of and be
          enforceable by the Executive's legal representatives.

     (b)  This Agreement shall inure to the benefit of and be binding upon the
          Company and its successors and assigns.

     (c)  The Company will require any successor (whether direct or indirect, by
          purchase, merger, consolidation or otherwise) to all or substantially
          all of the business and/or assets of the Company to assume expressly
          and agree to perform this Agreement in the same manner and to the same
          extent that the Company would be required to perform it if no such
          succession had taken place. As used in this Agreement, "Company" shall
          mean the Company as hereinbefore defined and any successor to its
          business and/or assets as aforesaid which assumes and agrees to
          perform this Agreement by operation of law, or otherwise.

15.  MISCELLANEOUS.

     (a)  This Agreement shall be governed by and construed in accordance with
          the laws of the State of Delaware, without reference to principles of
          conflict of laws. The captions of this Agreement are not part of the
          provisions hereof and shall have no force or effect. This Agreement
          may not be amended or modified otherwise than by a written agreement
          executed by the parties hereto or their respective successors and
          legal representatives.


<PAGE>   12
                                      -12-


     (b)  All notices and other communications hereunder shall be in writing and
          shall be given by hand delivery to the other party or by registered or
          certified mail, return receipt requested, postage prepaid, addressed
          as follows:

                 IF TO THE EXECUTIVE:

                     Robert S. Amrein
                     12 Queensway Circle
                     Nashua, NH  03062

                 IF TO THE COMPANY:

                     Nashua Corporation
                     11 Trafalgar Square, 2nd Floor
                     Nashua, NH  03063
                     Attention:  Chief Executive Officer

          or to such other address as either party shall have furnished to the
          other in writing in accordance herewith. Notice and communications
          shall be effective when actually received by the addressee.

     (c)  The invalidity or unenforceability of any provision of this Agreement
          shall not affect the validity or enforceability of any other provision
          of this Agreement.

     (d)  The Company may withhold from any amounts payable under this Agreement
          such Federal, state or local taxes as shall be required to be withheld
          pursuant to any applicable law or regulation.

     (e)  The Executive's failure to insist upon strict compliance with any
          provision hereof or the failure to assert any right the Executive may
          have hereunder, including, without limitation, the right to terminate
          employment for Good Reason pursuant to Section 5(c)(i)-(v), shall not
          be deemed to be a waiver of such provision or right or any other
          provision or right thereof.

     (f)  This Agreement contains the entire understanding of the Company and
          the Executive with respect to the subject matter hereof. The Executive
          and the Company acknowledge that the employment of the Executive by
          the Company is "at will" and, prior to the Effective Date, both the
          Executive's employment and this Agreement may be terminated by either
          the Company or the Executive at any time. In the event that this
          Agreement is terminated by the Company prior to the Effective Date and
          the Executive remains employed by the Company, the Executive would be
          entitled to the same severance benefits as set forth in Section 7 of
          this Agreement.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.


NASHUA CORPORATION                         EXECUTIVE


By
  -----------------------------------         ----------------------------------
         Chief Executive Officer              Name: Robert S. Amrein