SECOND AMENDMENT AND WAIVER AGREEMENT
-------------------------------------
MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"), PNC
BANK, OHIO, NATIONAL ASSOCIATION and STAR BANK, NATIONAL ASSOCIATION (each
individually a "Lender" and collectively the "Lenders") and PNC BANK, OHIO,
NATIONAL ASSOCIATION, as agent for the Lenders (the "Agent"), hereby agree as
follows effective as of January 1, 1995 ("Effective Date"):

1. RECITALS.
--------
1.1 On July 15, 1994 the Company, the Lenders and the
Agent entered into a Credit, Reimbursement and Security Agreement which has
been amended by a First Amendment and Waiver Agreement (as amended, the "Credit
Agreement"). Capitalized terms used herein and not otherwise defined herein
will have the meanings given such terms in the Credit Agreement.

1.2 The Company has requested that the Lenders waive
certain Events of Default under the Credit Agreement and amend the Credit
Agreement and the Lenders are willing to do so subject to and in accordance
with the terms of this Second Amendment and Waiver Agreement (the "Second
Amendment").

2. AMENDMENTS. The Credit Agreement is hereby amended as follows:
----------
2.1 Section 1.1.10 of the Credit Agreement is amended in
its entirety to provide:

1.1.10 "Applicable Margin" will mean:

a. As to any Revolving Loan Base Rate Advance:

Leverage Ratio Applicable Margin
-------------- -----------------
0 <= 1.70 0.0%
> 1.70 <= 2.25 0.0%
> 2.25 <= 2.50 0.25%
> 2.50 <= 2.75 0.50%
> 2.75 and above 1.00%

b. As to any Revolving Loan Eurodollar Rate Advance:

Leverage Ratio Applicable Margin
-------------- -----------------
0 <= 1.70 1.50%
> 1.70 <= 2.25 1.75%
> 2.25 <= 2.50 2.00%
> 2.50 <= 2.75 2.25%
> 2.75 and above 3.00%
2
c. As to any Equipment Line Loan or Equipment Term Loan
Base Rate Advance:

Leverage Ratio Applicable Margin
-------------- -----------------
0 <= 1.70 0.0%
> 1.70 <= 2.25 0.25%
> 2.25 <= 2.50 0.50%
> 2.50 <= 2.75 0.75%
> 2.75 and above 1.25%

d. As to any Equipment Line Loan or Equipment Term Loan
Eurodollar Rate Advance:

Leverage Ratio Applicable Margin
-------------- -----------------
0 <= 1.70 1.75%
< 1.70 <= 2.25 2.00%
< 2.25 <= 2.50 2.25%
< 2.50 <= 2.75 2.50%
< 2.75 and above 3.25%

e. As to the Equipment Term Loan Fixed Rate Advance:

Leverage Ratio Applicable Margin
-------------- -----------------
0 <= 1.70 1.75%
< 1.70 <= 2.25 2.00%
< 2.25 <= 2.50 2.25%
< 2.50 <= 2.75 2.50%
< 2.75 and above 2.75%

2.2 Section 1.1.20 of the Credit Agreement is amended in its
entirety to provide:
1.1.20 "Borrowing Base" will equal the lessor of (a)
the sum of eighty percent (80%) of the Eligible Accounts
Receivable plus fifty percent (50%) of Eligible Inventories
less $2,000,000 or (b) the Total Revolving Commitment.

2.3 Section 1.1.75 of the Credit Agreement is amended in its
entirety to provide:

- 2 -
3
"Interest Period" will mean, with respect to
any (a) Base Rate Advance, a period commencing on the
Borrowing Date or Conversion Date thereof, as applicable, and
ending on a date designated by the Company in the related
Notice of Conversion; (b) Eurodollar Rate Advance, a period
commencing on the Borrowing Date, Conversion Date or
Continuation Date thereof, as applicable, and ending on a date
30 days thereafter, as designated by the Company in the
related Notice of Borrowing, Notice of Conversion or Notice of
Continuation; provided, however, that:

A. the Company may not select any Interest
Period that ends after the Termination Date;

B. whenever the last day of any Interest Period
would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on
the next succeeding Business Day; provided, however, that such
extension would cause the last day of such Interest Period to
occur in the next following calendar month, the last day of
such Interest Period shall occur on the next preceding
Business Day;

C. whenever the first day of any Interest Period
occurs on the last Business Day of a calendar month (or on a
day of an initial calendar month for which there is no
numerically corresponding day in the calendar month at the end
of such Interest Period), such Interest Period shall end on
the last Business Day of such calendar month; and

D. in the case of immediately successive
Interest Periods, each successive Interest Period shall
commence on the day on which each preceding Interest Period
expires.

2.4 Section 2.12.2(e) of the Credit Agreement is amended
in its entirety to provide:

2.12.2(E) LETTER OF CREDIT FEES. The Company will
pay to the Agent a fee computed at a rate per annum equal to
the following percentages of the aggregate Letter of Credit
Amounts (the "Letter of Credit Fee"), which fee will be
computed and payable quarterly in advance beginning on the
Date of Issuance and on the first Business Day of each quarter
thereafter:

- 3 -
4
Leverage Ratio Letter of Credit Fee
-------------- --------------------
0 <= 1.70 1.25%
< 1.70 <= 2.25 1.50%
< 2.25 <= 2.75 2.00%
< 2.75 and above 2.50%

2.5 Section 9.4 of the Credit Agreement is amended in its entirety
to provide:

9.4 BORROWING BASE CERTIFICATES. The Company will furnish
the Agent upon the request from time to time of the Agent but in no
event less often than weekly, a Borrowing Base Certificate in the
form of the attached Exhibit T. The Borrowing Base Certificate will
update accounts receivable weekly and will update finished goods
inventory monthly. The Agent will promptly send a copy of such
certificate to each Lender.

2.6 The following is added to the Credit Agreement as Section 9.22:

9.22 CASH FLOW FORECAST. The Company will furnish to the
Agent each week a cash flow forecast for the next succeeding 12 week
period in form satisfactory to the Agent, the form of which will be
substantially similar to that attached hereto as Schedule 2.

2.7 The following is added to the Credit Agreement as Section 9.23:

9.23 RECEIVABLE AND PAYING AGING. The Company will furnish
to the Agent upon the request from time to time of the Agent, but in no
event less often than monthly within 30 days after the end of each
calendar month, an aging report of receivables and payables, in form
satisfactory to the Agent.

2.8 Notwithstanding anything to the contrary contained in the
Credit Agreement or in the Loan Documents, the Equipment Line Facility shall
not be available for draws by the Borrower without further written consent of
the Lenders which may be withheld in their sole discretion.

2.9 Exhibit T to the Credit Agreement is amended and the revised
Exhibit T is attached hereto as Schedule 1.

3. WAIVERS.
-------

3.1 The Lenders and the Agent hereby waive any Event of Default or
Default that occurred prior to January 2, 1995 resulting from the Company's
failure to comply with

- 4 -
5
Sections 10.4 (Cash Flow Coverage Ratio), 10.5 (Current Ratio) or 10.6
(Leverage Ratio) of the Credit Agreement.

3.2 The Lenders and the Agent hereby waive until April 2,
1995 the Company's obligation to comply with Sections 10.4 (Cash Flow Coverage
Ratio), 10.5 (Current Ratio) and 10.6 (Leverage Ratio) of the Credit Agreement.

3.3 The waivers set forth in Section 3.1, above, will
relate only to the specific matters covered by such Sections and as to the
waivers in Section 3.2, above, will extend only for the limited time period set
forth therein. In no event will the Lenders and the Agent be under any
obligation to provide additional waivers or enter into any amendments to the
Credit Agreement with regard to those items or any other provision of the
Credit Agreement.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. To
induce the Lenders and the Agent to enter into this Second Amendment, the
Company represents and warrants as follows:

4.1 The representations and warranties of the Company
contained in Section 8 of the Credit Agreement are deemed to have been made
again on and as of the date of execution of this Second Amendment and are true
and correct as of the date of the execution of this Second Amendment.

4.2 No Event of Default (as such term is defined in
Section 11 of the Credit Agreement) or event or condition which with the lapse
of time or giving of notice or both would constitute an Event of Default exists
on the date hereof, except for defaults that had been waived in accordance with
Section 3, above.

4.3 The person executing this Second Amendment is a duly
elected and acting officer of the Company and is duly authorized by the Board
of Directors of the Company to execute and deliver this Second Amendment on
behalf of the Company.

5. CLAIMS AND RELEASE OF CLAIMS BY THE COMPANY. The Company
represents and warrants that the Company does not have any claims,
counterclaims, setoffs, actions or causes of actions, damages or liabilities of
any kind or nature whatsoever whether at law or in equity, in contract or in
tort, whether now accrued or hereafter maturing (collectively, "Claims")
against the Lenders or the Agent, their respective direct or indirect parent
corporations or any direct or indirect affiliates of such parent corporation,
or any of the foregoing's respective directors, officers, employees, agents,
attorneys and legal representatives, or the successors or assigns of any of
them (collectively, "Lender Parties") that directly or indirectly arise out of,
are based upon or are in any manner connected with any Prior Related Event. As
an inducement to the Lenders and the Agent to enter into this Second Amendment,
the Company on behalf of itself, and all of its successors and assigns hereby
knowingly and voluntarily releases and discharges all Lender Parties from any
and all Claims, whether known or unknown, that directly or indirectly arise out
of, are based upon or are in any manner connected with any Prior Related Event.
As used herein, the term "Prior Related Event" means any transaction, event,
circumstance, action, failure to act, occurrence of any sort or type, whether
known or unknown,

- 5 -
6
which occurred, existed, was taken, permitted or begun at any time prior to the
Effective Date or occurred, existed, was taken, was permitted or begun in
accordance with, pursuant to or by virtue of any of the terms of the Credit
Agreement or any documents executed in connection with the Credit Agreement or
which was related to or connected in any manner, directly or indirectly to the
Notes or Letter of Credit.

6. CONDITIONS. The Lenders' and Agent's obligations pursuant to
this Second Amendment are subject to the following conditions:

6.1 The Agent shall have been furnished copies, certified
by the Secretary or assistant Secretary of the Company, of resolutions of the
Board of Directors of the Company authorizing the execution of this Second
Amendment and all other documents executed in connection herewith.

6.2 The representations and warranties of the Company in
Section 4, above, shall be true.

6.3 The Company shall pay all expenses and attorneys fees
incurred by the Lender in connection with the preparation, execution and
delivery of this Second Amendment and related documents.

6.4 The Company shall pay a waiver fee of $20,000 to the
Agent, to be shared pro rata by the Lenders.

6.5 An inventory appraisal satisfactory to the Agent
shall be completed no later than April 10, 1995. The cost of such appraisal
shall be shared pro rata by the Lenders.

7. GENERAL.

7.1 Except as expressly modified herein, the Credit
Agreement, as amended, is and remains in full force and effect.

7.2 Except as specifically provided in Section 3, nothing
contained herein will be construed as waiving any default or Event of Default
under the Credit Agreement or will affect or impair any right, power or remedy
of the Lenders or the Agent under or with respect to the Credit Agreement, as
amended, or any agreement or instrument guaranteeing, securing or otherwise
relating to the Credit Agreement.

7.3 This Second Amendment will be binding upon and inure
to the benefit of the Company, the Lenders and the Agent and their successors
and assigns.

7.4 All representations, warranties and covenants made by
the Company herein will survive the execution and delivery of this Second
Amendment.

- 6 -
7
7.5 This Second Amendment will in all respects be
governed and construed in accordance with the laws of the State of Ohio.

7.6 This Second Amendment may be executed in one or more
counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.

Executed as of the Effective Date.

MULTI-COLOR CORPORATION,
as Company

By: ______________________________
Print Name: ______________________
Title:____________________________

PNC BANK, OHIO,
NATIONAL ASSOCIATION,
on its own behalf as Lender and as
Agent

By:_______________________________
Print Name:_______________________
Title:____________________________

STAR BANK,
NATIONAL ASSOCIATION,
as Lender

By:______________________________
Print Name:______________________
Title:___________________________

- 7 -
8
CERTIFICATE OF THE SECRETARY
----------------------------
OF
--
MULTI-COLOR CORPORATION
-----------------------

The undersigned, Secretary of Multi-Color Corporation ("Corporation")
hereby certifies to PNC Bank, Ohio, National Association, as Agent, as follows:

1. The following Resolution was duly adopted and is a binding
resolution of the Corporation:

RESOLVED, that the Corporation enter into an amendment to
the Credit, Reimbursement and Security Agreement ("Credit
Agreement") by and between the Corporation and PNC Bank, Ohio,
National Association, as Agent and Lender and Star Bank,
National Association, as Lender, dated July 15, 1994, and the
Note and Security Documents executed in connection therewith,
to (i) amend certain provisions of the Credit Agreement and
(ii) release any claims the Corporation may have against the
Lenders or the Agent and certain other persons and/or
entities, and that the President or any Vice President, or any
one of them, be and they each hereby are, authorized to
execute any and all documents to effect the same, which
documents shall contain such terms, conditions, waivers,
releases or other agreements as any one of such officers in
his or her sole discretion deems appropriate.

2. The following is a complete and accurate list of the Officers
of the Corporation as of this date:

President . . . . . . . . . . . . . .
-----------------------------
Vice President . . . . . . . . . . . . .
-----------------------------
Vice President . . . . . . . . . . . . .
-----------------------------
Vice President . . . . . . . . . . . . .
-----------------------------
Secretary . . . . . . . . . . . . . . .
-----------------------------
Chief Financial Officer . . . . . . . .
-----------------------------

--------------------------------------
Secretary
9
SCHEDULE 1 TO SECOND AMENDMENT AND
WAIVER AGREEMENT
EXHIBIT T

BORROWING BASE CERTIFICATE

PNC Bank, Ohio, National Association
as Agent for the Lenders
parties to the Credit Agreement
referred to below
Regional Corporate Banking
201 East Fifth Street
P.O. Box 1198
Cincinnati, Ohio 45201-1198

Attention: ____________________________

Gentlemen:

The undersigned, an Authorized Employee of Multi-Color Corporation,
refers to the Credit, Reimbursement and Credit Agreement, dated as of
________________, 1994 (the "Credit Agreement", the terms defined therein being
used herein as therein defined), among the undersigned, the Lenders, and PNC
Bank, Ohio, National Association, as Agent for said Lenders, and, pursuant to
Section 9.4 of the Credit Agreement, hereby certifies that the information set
forth on the attached schedule is complete and correct and has been computed in
accordance with the Credit Agreement as of [insert the last Business Day of the
month with respect to which the certificate is being delivered].

[The form of schedule annexed to each Borrowing Base Certificate shall
be in the form annexed hereto or such other form as may be agreed to by the
Agent and the Borrower from time to time.]

Signed this _____ day of ____________, 19___ by _________________, the
Authorized Employee of Multi-Color Corporation.

_____________________________

ANNEX TO BORROWING BASE CERTIFICATE
-----------------------------------

BORROWER: Multi-Color Corporation
ADDRESS: 4575 Eastern Avenue, Cincinnati, Ohio 45226
REPORTING FOR THE
DATE: __________________________ PERIOD ENDED:___________________
TO: PNC Bank, Ohio, National Association

ELIGIBLE INVENTORY AND RAW MATERIALS
------------------------------------
1. Total Accounts Receivable Beginning of the Month $________

2. PLUS: Sales for the Month $________

3. LESS: Total Cash Receipts in Accounts for Month $________

4. Total Accounts Receivable End of Month $________

5. LESS: A. Accounts Over 60 days past due date
or 90 days past invoice date $________
B. Remaining Balance of Receivables
with 50% Over 60 days past due date or
90 days past invoice date $________
C. Foreign Accounts $________
D. U.S. Government Accounts $________
E. Contra Accounts $________
F. Other Ineligible Accounts -
Discounts and Rebates $________
Total Ineligible Accounts $________

6. Total Eligible Accounts $________

7. Finished Goods (FG) Inventory and Raw Materials Values as of: _____________

8. Total Raw Materials and FG Inventory $________

9. LESS: A. WIP $________
B. FG at Outside Processors $________
C. Inks/Solvents/Melts $________
D. Plastic Film Inventory $________
E. Other Ineligibles $________

10. Total Eligible FG Inventory and Raw Materials $________

BORROWING BASE
--------------

80% of Net Eligible Receivables (No. 4) $________
50% of Net Eligible FG Inventory and Raw Materials (No. 10) $________

Total Borrowing Base $________

REVOLVING NOTE
--------------

CURRENT REVOLVING CREDIT FACILITY BALANCE $________