AMENDMENT AND TERMINATION OF EMPLOYMENT CONTRACT

 THIS AMENDMENT AND TERMINATION OF EMPLOYMENT CONTRACT (hereafter, the
 "Amendment") is made this 31 day of December, 1997, between AEROSOL
 SERVICES COMPANY, INC. (hereafter, the "Company") and HOWARD C. LIM
 (hereafter, "Employee").

 WHEREAS, the Company and Employee have previously entered into an
 Employment Agreement (hereafter, the "Agreement") dated February 14, 1994,

 NOW, THEREFORE, in consideration of the mutual covenants and conditions
 herein, acknowledged by both parties to be sufficient, the parties agree as
 follows:

 1.   Employee's employment with the Company will terminate (the
      "Termination Date") as of the close of business on the later of (i)
      December 31, 1997 and (ii) the closing of OSG's acquisition of Kolmar
      Laboratories, Inc., at which time Employee agrees to an early
      termination and will no longer serve in the capacity of Executive
      Vice President of the Company.  Company will provide Employee his
      current office until forty-five (45) days after the Termination Date.

 2.   Notwithstanding the provisions of paragraph 1, Employee will continue
      to serve as a member of the Board of Directors of Company and its
      Parent, Outsourcing Services Group, Inc. ("OSG"), and for periods
      after February 14, 1999 will receive payment for serving as a
      director in the amount of $35,000 per year or such other amount as
      OSG pays "outside" directors for as long as Employee continues to
      hold at least 33% of the shares of OSG Common Stock held on the date
      of this Agreement.

 3.   Employee shall be entitled to a lump-sum payment equal to the balance
      of the salary payments due to him under Section 3.01 of the
      Agreement, namely salary in the amount of $358,864 per annum through
      February 14, 1999, for a total payment of $403,722 plus accrued but
      unused vacation.  Portions of this amount at Employee's salary rate
      shall be paid on normal payroll dates until the balance is paid upon
      the Closing of the Company's proposed high-yield Senior Subordinated
      Note offering, but in any event on or before March 31, 1998.  In
      addition, Employee will continue to receive the automobile and the
      health insurance (which includes a life insurance benefit) benefits
      described at Section 3.04 of the Agreement for the remainder of the
      original employment term provided in the Agreement, i.e., until
      February 14, 1999 and will receive his pro-rata share of the
      Company's profit-sharing plan payment for the year ended December 31,
      1997, when such amount is computed and paid in a manner consistent
      with prior years.  At the termination of the original employment term
      under the Agreement, Employee's medical benefits may be continued
      after such date at Employee's expense so long as Employee serves as
      director of OSG.

 4.   Any and all amounts paid to Employee pursuant to Paragraph 3 above
      are contingent upon Employee's compliance with the restrictive
      covenants in Sections 5.01 and 5.02 of the Agreement.  Upon a breach
      by Employee of the covenants in either of these Sections, the
      Company's obligation to pay to Employee any of the amounts in
      Paragraph 3 will be extinguished.

 5.   The  amounts paid to Employee by the Company pursuant to Paragraph 3,
      above, represent the entire obligation of the Company to Employee
      under the Agreement, and any amendments or supplements thereto, and
      Employee has no entitlement under the Agreement, or any amendments or
      supplements thereto, to seek additional compensation from the
      Company.

 6.   Except as expressly amended herein, the Agreement is expressly
      ratified and confirmed and all the covenants, agreements, terms, and
      conditions thereof shall remain in full force and effect.


                          (Signature Page Follows)

                     [SIGNATURE PAGE - AMENDMENT (LIM)]



 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment on
 the day and year first above written.

                               "Employee"


                               /s/ Howard C. Lim
                               ------------------------------
                               HOWARD C. LIM

                               "Company"

                               AEROSOL SERVICES COMPANY, INC.


                               By: /s/ Joseph Sortais
                                  -----------------------------
                               Name: Joseph Sortais
                                     --------------------------
                               Its: Chief Financial Officer
                                   ----------------------------