JARDEN CORPORATION
                            555 Theodore Fremd Avenue
                               Rye, New York 10580










                                                               February 27, 2004



The Board of Directors
Dixon Ticonderoga Company
195 International Parkway
Heathrow
FL 32746

Attention: Gino N. Pala

Re:        Second Amendment to Exclusivity Agreement

Dear Sirs:

         Reference is made to the Exclusivity Agreement, dated January 9, 2004,
as amended on February 10, 2004, by and between Jarden Corporation, a Delaware
corporation ("Buyer") and Dixon Ticonderoga Company, a Delaware corporation (the
"Company"). In view of discussions between Buyer and the Company of potential
alternative acquisition structures and Buyer's ongoing due diligence review,
Buyer and the Company hereby agree to amend the Exclusivity Agreement as
follows:

         1. The first paragraph of the Exclusivity Agreement is amended to read
in its entirety as follows:

         In order to induce Jarden Corporation, a Delaware corporation
         ("Buyer"), to commit the resources, forego other potential
         opportunities, and incur the legal, accounting and other incidental
         expenses necessary to properly evaluate a potential transaction (the
         "Transaction") between or among Dixon Ticonderoga Company, a Delaware
         corporation (the "Company"), Buyer and/or a wholly owned subsidiary of
         Buyer to be formed ("Newco"), in which Buyer and/or Newco would acquire
         specified assets of the




The Board of Directors
Dixon Ticonderoga Company
Page 2


         Company, and to negotiate the terms of definitive documentation with
         respect thereto, the Company and the Buyer agree that:

         2. Paragraph 2 of the Exclusivity Agreement is amended to read in its
entirety as follows:

         2. Exclusivity. Pursuant to this letter agreement and subject to
         Section 3 hereof, the Buyer shall have the exclusive right to negotiate
         with the Company on the terms and conditions of, and definitive
         documentation for, the Transaction, which right shall expire on the
         earlier of (i) March 12, 2004 at 5:00 p.m. or, in the event such date
         is extended by the mutual written agreement of the Buyer and the
         Company, such later date, (ii) the execution by Buyer, Newco and the
         Company of a definitive acquisition agreement, and (iii) the time at
         which the discussions and negotiations with respect to the Transaction
         have been finally terminated by the Buyer (the "Termination Date").

         3. The date referenced in clause (ii) of Paragraph 6 of the Exclusivity
Agreement is changed from "February 29, 2004" to "March 12, 2004".

         In all other respects, the terms of the Exclusivity Agreement shall
remain the same.





The Board of Directors
Dixon Ticonderoga Company
Page 3


         This amendment may be signed in counterparts, each of which shall be
deemed to be an original and all of which shall constitute one agreement.

         If this amendment correctly expresses our mutual intentions, please
execute and return the enclosed copy of this letter to the undersigned.


                                                     JARDEN CORPORATION


                                                By: /s/ Desiree DeStefano
                                                   ----------------------------
                                                   Name:  Desiree DeStefano
                                                   Title: Senior Vice President


AGREED TO AND ACCEPTED
ON FEBRUARY 27, 2004

DIXON TICONDEROGA COMPANY



By:  /s/ Richard A. Asta
    -----------------------------------
    Name:  Richard A. Asta
    Title: Chief Financial Officer