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                                                                     Exhibit 4.4

                                  AMENDMENT TO
                             ADFLEX SOLUTIONS, INC.
                        1994 EMPLOYEE STOCK PURCHASE PLAN

1.       Effective Date.

         The Board of Directors of ADFlex Solutions, Inc. (the "Corporation")
adopted this amendment (the "Amendment") to the 1994 Employee Stock Purchase
Plan (the "Plan") pursuant to resolutions as of January 23, 1997. This Amendment
will be submitted for approval to a vote by the Corporation's stockholders and
shall become effective as of January 23, 1997 upon approval by holders of a
majority of the outstanding shares of the Corporation's common stock entitled to
vote and present in person or by proxy at the 1997 annual meeting of
stockholders of the Corporation to be held April 22, 1997.

2.       Stock Subject to the Plan.

         Section VI of the Plan is hereby amended by deleting paragraph A in its
entirety and inserting the following paragraph therefor:

                  A.  The Common Stock purchasable under the Plan shall, solely
                      in the discretion of the Plan Administrator, be made
                      available from either authorized but unissued shares of
                      Common Stock or from shares of Common Stock reacquired by
                      the Corporation, including shares of Common Stock
                      purchased on the open market. The total number of shares
                      which may be issued under the Plan shall not exceed
                      500,000 shares (subject to adjustment under Section VI.B
                      below).

3.       Effect of Amendment.

         Except as otherwise expressly set forth in this Amendment, all of the
terms and conditions of the Plan shall remain in full force and effect.
