OUTLOOK GROUP CORP
BAKSHA EMPLOYMENT AGREEMENT SECOND EXTENSION
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<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>c84329exv10w1.txt
<DESCRIPTION>BAKSHA EMPLOYMENT AGREEMENT SECOND EXTENSION
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                     EMPLOYMENT AGREEMENT SECOND EXTENSION


         This Employment Agreement Second Extension ("Second Extension") by and
between Outlook Group Corp., a Wisconsin corporation (the "Employer"), and
Joseph J. Baksha (the "Employee") is made as of the 1st day of June, 2003.
Reference is made to the Employment Agreement, made the 18th day of August,
1999, by and between Employer and Employee, as extended and amended by the
Employment Agreement Extension of June 1, 2001 (together, the "Employment
Agreement").

         EMPLOYER AND EMPLOYEE AGREE, for the consideration of the mutual
promises and agreements hereinafter set forth, as follows:

         1.       EXTENSION. The Employer and the Employee hereby agree and
                  confirm that the Employment Agreement is extended for the
                  period from June 1, 2003 until May 31, 2005, and is renewable
                  by mutual consent on or before June 1, 2005.

         2.       COMPENSATION. Employer agrees to pay Employee, during the term
                  of this Agreement, cash compensation consisting of a salary,
                  along with incentives, to be determined annually as provided
                  in "Exhibit A," attached, which is a part of this Agreement.

                  All compensation shall be subject to the customary withholding
                  tax and other employment taxes as required with respect to
                  compensation paid by a corporation to an employee. Employee
                  shall not be entitled to any other cash compensation except as
                  expressly provided for in this Agreement, or as provided for
                  by the Compensation Committee of the Board of Directors.

         3.       EMPLOYER INITIATED TERMINATION. For purposes of determining an
                  "Employer initiated termination" under Section 4 of the
                  Employment Agreement, such term shall include, without
                  limitation, a failure of the Employer to offer a renewal on or
                  before June 1, 2005 on terms at least substantially similar to
                  the terms hereof.

         4.       CHANGE IN CONTROL. "Change in control" as used in the
                  Employment Agreement shall mean a "change in control" as
                  defined in the Outlook Group Corp. 1999 Stock Option Plan (the
                  "Option Plan").

         5.       OTHER PROVISIONS NOT MODIFIED. Except as modified hereby, the
                  other terms and conditions of the Employment Agreement remain
                  in full force and effect as provided therein. Except for any
                  award agreements under the Option Plan and for any writings
                  contemplated by Exhibit "A" hereto, this Second Extension
                  supercedes any other agreements between the parties relating
                  to the subject matter hereof.



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         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
Second Extension on February 3, 2004, effective as of June 1, 2003. By so
executing, the parties acknowledge that they have read and fully understand all
the terms and conditions included in this Extension and acknowledge receipt of
an executed copy of this Extension.


EMPLOYEE:                                      OUTLOOK GROUP CORP.:

_____________________________                  By:______________________________
Joseph J. Baksha                                  Richard C. Fischer, Chairman



Enclosures: Exhibit "A"
            Employment Agreement.



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                                   EXHIBIT "A"


                   TO EMPLOYMENT AGREEMENT (AS EXTENDED BY THE
                            SECOND EXTENSION) BETWEEN
                             OUTLOOK GROUP CORP. AND
                                JOSEPH J. BAKSHA
                          EFFECTIVE AS OF JUNE 1, 2003


COMPENSATION

1.       SALARY EFFECTIVE JUNE 1, 2003

         Employer agrees to pay Employee bi-weekly salary shall continue as
         $8,653.85 each two (2) weeks ($225,000 per year equivalent) on its
         regular payroll. That salary will be in effect for each of fiscal 2004
         and fiscal 2005, unless modified by mutual agreement of the Employee
         and the Employer.

2.       BONUS UPON SIGNATURE

         In recognition of efforts to date in fiscal 2004 which are not
         necessarily reflected in the Employer's financial results, Employee
         shall be paid a cash bonus of $25,000 on the next normal payroll date
         after the execution of this Second Extension.

3.       ADDITIONAL PERFORMANCE BONUS OPPORTUNITY

         In addition to the bonus provided above, Employee shall have the
         opportunity to earn fiscal 2004 and fiscal 2005 bonuses as follows:

              (a) Baksha shall be paid a cash bonus of $1,500 for each cent of
                  diluted total net earnings per share earned by the Employer in
                  fiscal 2004 and in a cash bonus of $1,500 for each one cent
                  ($0.01) of diluted total net earnings per share earned by the
                  Employer in fiscal 2005. Except as provided below, such
                  earnings per share shall be determined in accordance with
                  generally accepted accounting principles consistently applied
                  in a manner consistent with the Employer's prior financial
                  statements. Each such bonus shall be paid, if earned, on the
                  next normal payroll date after the announcement of the
                  Employer's financial results for the applicable fiscal year.

              (b) Certain transactions which may be in the Employer's best
                  interests could disrupt the Employer's ability meet the
                  earnings test set forth in paragraph (a) above.

                       (i) In the event that the Employer executes a
                           definitive agreement during the Term which would
                           result in a change in control of the Employer, and
                           the transactions contemplated by that agreement are
                           in fact consummated prior to the date on which a
                           bonus with respect to that year would be paid, the
                           bonus for that fiscal year shall be the greater of
                           (x) the

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                           amount determined under paragraph (a) above and (y)
                           a fixed bonus of $75,000. Such bonus amount is in
                           addition to other rights, if any, that the Employee
                           may have in the event of a change in control.

                      (ii) In the event the Employer enters into a
                           significant multi-year supply chain or management
                           agreement with any prospect which either has been
                           discussed with the Board in the December 2003 board
                           meeting, or which is consented in advance in writing
                           by the Chairman of the Compensation Committee, the
                           net amount of any unusual start-up costs or expenses
                           (or any similar gains) related to such agreement
                           shall be excluded from the determination of the
                           Employer's net income and/or expense when making the
                           determination on paragraph (a) above.

4.       CAR ALLOWANCE

         Monthly reimbursement rate is set at $1,000, which includes all auto
related expenses including gas.



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