EXHIBIT 10.61 FIRST AMENDMENT TO AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT

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                                                                   EXHIBIT 10.61

                     FIRST AMENDMENT TO AMENDED AND RESTATED

                       NOTE AND WARRANT PURCHASE AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED NOTE AND WARRANT PURCHASE

AGREEMENT is made and entered into as of February 8, 2005 (this "Amendment"), by

and among Harris Nesbitt Capital, Inc. (f/k/a BMO Nesbitt Burns Capital (U.S.),

Inc.), a Delaware corporation ("HNC" or, in its capacity as agent, "Agent"), BMO

Nesbitt Burns Employee Co-Investment Fund I (U.S.) L.P., a Delaware limited

partnership ("U.S. Fund"), BMO Nesbitt Burns Employee Co-Investment Fund Trust,

an Ontario trust ("Canada Trust"), JZ Equity Partners PLC, a company formed

under the laws of England and Wales, ("Jordan"), Prism Mezzanine Fund SBIC,

L.P., a Delaware limited partnership ("Prism" and, together with HNC, U.S. Fund,

Canada Trust and Jordan, the "Purchasers"), Morton Industrial Group, Inc., a

Georgia corporation (the "Company"), and each of the Subsidiaries of the Company

executing a signature page hereto, as a Guarantor.

         WHEREAS, Agent, the Purchasers and certain other parties entered into

that certain Amended and Restated Note and Warrant Purchase Agreement dated as

of June 23, 2004 (as amended, modified or restated from time to time, the

"Purchase Agreement");

         WHEREAS, the Company has requested that the Agent and the Purchasers

amend certain provisions of the Purchase Agreement; and

         WHEREAS, the parties hereto have agreed to so amend the Purchase

Agreement in accordance with the terms of this Amendment.

         NOW, THEREFORE, in consideration of the premises set forth above and

for other good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the undersigned parties agree as follows:

     1.   Incorporation of the Agreement. All capitalized terms which are not

defined herein shall have the same meanings as set forth in the Purchase

Agreement. Except as specifically set forth herein, the Purchase Agreement shall

remain in full force and effect and its provisions shall be binding on the

parties hereto. All references to "this Agreement" and similar terms in the

Purchase Agreement shall mean the Purchase Agreement as amended by this

Agreement.

     2.   Amendment of the Agreement. The Purchase Agreement is hereby amended as

follows:

         (a)   The definition of "Borrowing Base" contained in Section 5.1 of the

Purchase Agreement is hereby amended and restated to read in its entirety as

follows:

              "BORROWING BASE" shall have the meaning given such term

         in the Senior Credit Agreement as amended on or about

         February 8, 2005.

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         (b)   Section 8.10 of the Purchase Agreement is hereby amended by

deleting the amount "$5,280,000" for Fiscal Year 2004 and replacing it with the

amount "$5,400,000".

     3.   Conditions of Effectiveness. Upon the satisfaction of all of the

following conditions precedent, this Amendment shall be, and is hereby agreed to

by the parties hereto to be, effective from and after December 31, 2004:

         (a)   the Borrower, the Agent, the Lenders and the Guarantors shall have

executed and delivered this Amendment;

         (b)   the Agent shall have received copies (executed or certified, as

may be appropriate) of all legal documents or proceedings taken in connection

with the execution and delivery of this Amendment to the extent the Agent or its

counsel may reasonably request;

         (c)   legal matters incident to the execution and delivery of this

Amendment shall be satisfactory to the Agent and its counsel;

         (d)   the Agent shall have received a certified copy of an amendment to

the Senior Credit Agreement which shall be in form and substance acceptable to

the Agent;

         (e)   the representations and warranties of the Company contained in

Section 4 of this Amendment shall be true and correct in all material respects

as of the date hereof and as of the effective date of this Amendment; and

         (f)   the Company shall have paid the Agent a fee for its account and

the account of the Purchasers in the amount of $25,000.

     4.   Representations, Warranties and Covenants of the Company. The Company

hereby represents, warrants and covenants as follows:

         (a)   this Amendment has been duly authorized by all necessary corporate

action on the part of the Company, has been duly executed by the Company and

constitutes the legal, valid and binding obligation of the Company, and is

enforceable against the Company in accordance with its terms;

         (b)   upon the effectiveness of this Amendment, the Company hereby

reaffirms that all covenants, representations and warranties made in the

Purchase Agreement and the other Operative Documents, to the extent that the

same are not amended hereby, are true and complete in all material respects as

if remade as of the effective date of this Amendment (except to the extent

stated to relate to a specific earlier date, in which case such representations,

warranties and covenants are true and correct as of such earlier date); and

         (c)   no Event of Default exists under the Purchase Agreement.

     5.   Reference to the Effect on the Purchase Agreement.

         (a)   Upon the effectiveness of this Amendment, on and after the date of

this Amendment, each reference in the Purchase Agreement to "this Agreement,"

"hereunder,"

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