NOTE AND WARRANT PURCHASE AGREEMENT BY AND AMONG MORTON INDUSTRIAL GROUP, INC.,

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Title: NOTE AND WARRANT PURCHASE AGREEMENT BY AND AMONG MORTON INDUSTRIAL GROUP, INC.,
Governing Law: Illinois Date: 3/30/2004
Industry: Misc. Fabricated Products Sector: Basic Materials

NOTE AND WARRANT PURCHASE AGREEMENT BY AND AMONG MORTON INDUSTRIAL GROUP, INC.,, Parties: morton industrial group inc

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EXHIBIT 10.51

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NOTE AND WARRANT PURCHASE AGREEMENT

BY AND AMONG

MORTON INDUSTRIAL GROUP, INC.,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE PURCHASERS

AND

BMO NESBITT BURNS CAPITAL (U.S.), INC.,

AS AGENT

DATED AS OF MARCH 26, 2004

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SECTION 1 PURCHASE AND SALE OF THE NOTES AND WARRANTS............................................... 1

Section 1.1 Notes and Warrants............................................................... 1

Section 1.2 The Closing...................................................................... 1

Section 1.3 Pro Rata Payment................................................................. 1

SECTION 2 INTEREST ................................................................................. 2

Section 2.1 Interest Rate.................................................................... 2

Section 2.2 Computation of Interest.......................................................... 2

Section 2.3 Default Rate..................................................................... 2

SECTION 3 FEES, PREPAYMENTS, TERMINATIONS, APPLICATIONS AND NOTATIONS............................... 2

Section 3.1 Fees............................................................................. 2

Section 3.2 Voluntary Prepayments of Notes................................................... 3

Section 3.3 Place of Payments................................................................ 4

Section 3.4 Application of Payments.......................................................... 4

SECTION 4 COLLATERAL................................................................................ 5

Section 4.1 Collateral....................................................................... 5

Section 4.2 Guaranties....................................................................... 5

Section 4.3 Further Assurances............................................................... 5

Section 4.4 Collections...................................................................... 5

SECTION 5 DEFINITIONS; INTERPRETATION............................................................... 6

Section 5.1 Definitions...................................................................... 6

Section 5.2 Interpretation................................................................... 17

Section 5.3 Change in Accounting Principles.................................................. 17

SECTION 6 REPRESENTATIONS AND WARRANTIES............................................................ 17

Section 6.1 Organization and Qualification................................................... 18

Section 6.2 Subsidiaries..................................................................... 18

Section 6.3 Authority and Validity of Obligations............................................ 18

Section 6.4 Use of Proceeds; Margin Stock.................................................... 19

Section 6.5 Financial Reports................................................................ 19

Section 6.6 Full Disclosure.................................................................. 19

Section 6.7 Good Title....................................................................... 20

Section 6.8 Litigation and Other Controversies............................................... 20

Section 6.9 Taxes............................................................................ 20

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TABLE OF CONTENTS

(continued)

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Section 6.10 Approvals........................................................................ 20

Section 6.11 Affiliate Transactions........................................................... 20

Section 6.12 Investment Company; Public Utility Holding Company............................... 21

Section 6.13 ERISA............................................................................ 21

Section 6.14 Compliance with Laws (Nonenvironmental).......................................... 21

Section 6.15 Environmental and Safety Matters................................................. 21

Section 6.16 Other Agreements................................................................. 22

Section 6.17 No Default....................................................................... 23

Section 6.18 Trademarks, Franchises, and Licenses............................................. 23

Section 6.19 Governmental Authority and Licensing............................................. 23

Section 6.20 Solvency......................................................................... 23

Section 6.21 Capital Structure................................................................ 23

Section 6.22 SEC Disclosure................................................................... 24

SECTION 7 CONDITIONS PRECEDENT...................................................................... 25

Section 7.1 Conditions....................................................................... 25

Section 7.2 Documents........................................................................ 26

SECTION 8 COVENANTS................................................................................. 29

Section 8.1 Maintenance of Business.......................................................... 29

Section 8.2 Maintenance of Property.......................................................... 29

Section 8.3 Taxes and Assessments............................................................ 29

Section 8.4 Insurance........................................................................ 29

Section 8.5 Financial Reports................................................................ 30

Section 8.6 Total Funded Debt/EBITDA Ratio................................................... 31

Section 8.7 Total Senior Funded Debt/EBITDA Ratio............................................ 32

Section 8.8 Minimum EBITDA................................................................... 32

Section 8.9 Fixed Charge Coverage Ratio...................................................... 33

Section 8.10 Capital Expenditures............................................................. 33

Section 8.11 Board Matters.................................................................... 33

Section 8.12 Investor Protection.............................................................. 34

Section 8.13 Equity Restriction............................................................... 34

Section 8.14 Indebtedness..................................................................... 34

Section 8.15 Liens............................................................................ 35

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iii

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TABLE OF CONTENTS

(continued)

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Section 8.16 Investments, Loans, Advances and Guaranties...................................... 36

Section 8.17 Leases........................................................................... 37

Section 8.18 Dividends and Certain Other Restricted Payments.................................. 38

Section 8.19 Mergers, Consolidations and Sales................................................ 38

Section 8.20 Acquisitions..................................................................... 39

Section 8.21 Maintenance of Subsidiaries...................................................... 39

Section 8.22 Formation of Subsidiaries........................................................ 40

Section 8.23 ERISA............................................................................ 40

Section 8.24 Compliance with Laws............................................................. 40

Section 8.25 Burdensome Contracts with Affiliates............................................. 40

Section 8.26 Changes in Fiscal Year........................................................... 40

Section 8.27 Change in the Nature of Business................................................. 40

Section 8.28 Use of Loan Proceeds............................................................. 41

Section 8.29 No Restrictions.................................................................. 41

Section 8.30 Senior Debt...................................................................... 41

Section 8.31 Junior Subordinated Debt......................................................... 41

Section 8.32 [Reserved]....................................................................... 41

Section 8.33 Worthington Settlement Documents................................................. 41

Section 8.34 Mid-Central Debt................................................................. 42

Section 8.35 D & O Insurance.................................................................. 42

Section 8.36 Capital Stock.................................................................... 42

Section 8.37 Management Compensation.......................................................... 42

Section 8.38 Additional Life Insurance........................................................ 42

SECTION 9 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.......................................... 43

Section 9.1 Organization and Good Standing................................................... 43

Section 9.2 Authorization; Power............................................................. 43

Section 9.3 Validity......................................................................... 43

Section 9.4 Accredited Investor.............................................................. 43

Section 9.5 Purchase for Own Account; Acknowledgment of Risk................................. 43

SECTION 10 EVENTS OF DEFAULT AND REMEDIES............................................................ 44

Section 10.1 Events of Default................................................................ 44

Section 10.2 Consequences of Events of Default................................................ 46

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TABLE OF CONTENTS

(continued)

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SECTION 11 THE AGENT................................................................................. 47

Section 11.1 Appointment and Authorization of Agent........................................... 47

Section 11.2 Agent and its Affiliates......................................................... 47

Section 11.3 Action by Agent.................................................................. 47

Section 11.4 Consultation with Experts........................................................ 48

Section 11.5 Liability of Agent; Credit Decision.............................................. 48

Section 11.6 Indemnity........................................................................ 48

Section 11.7 Resignation of Agent and Successor Agent......................................... 49

Section 11.8 Designation of Additional Agents................................................. 49

Section 11.9 Authorization to Release or Subordinate or Limit Liens........................... 49

Section 11.10 Authorization to Enter into, and Enforcement of, the Collateral Documents........ 50

Section 11.11 Subordination and Intercreditor Agreement........................................ 50

SECTION 12 The Guaranties............................................................................ 50

Section 12.1 The Guaranties................................................................... 50

Section 12.2 Guaranty Unconditional........................................................... 51

Section 12.3 Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances...... 51

Section 12.4 Waivers.......................................................................... 52

Section 12.5 Limit on Recovery................................................................ 52

Section 12.6 Stay of Acceleration............................................................. 52

Section 12.7 Benefit to Guarantors............................................................ 52

Section 12.8 Guarantor Covenants.............................................................. 53

SECTION 13 MISCELLANEOUS............................................................................. 53

Section 13.1 Holidays......................................................................... 53

Section 13.2 No Waiver, Cumulative Remedies................................................... 53

Section 13.3 Waivers, Modifications and Amendments............................................ 53

Section 13.4 Costs and Expenses............................................................... 53

Section 13.5 Documentary Taxes................................................................ 54

Section 13.6 Survival of Representations...................................................... 54

Section 13.7 Survival of Indemnities.......................................................... 54

Section 13.8 Notices.......................................................................... 54

Section 13.9 Headings......................................................................... 55

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TABLE OF CONTENTS

(continued)

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Section 13.10 Severability of Provisions....................................................... 55

Section 13.11 Counterparts..................................................................... 55

Section 13.12 Binding Nature, Governing Law, Etc............................................... 55

Section 13.13 Entire Understanding............................................................. 55

Section 13.14 Confidentiality.................................................................. 55

Section 13.15 Sharing of Set-Off............................................................... 56

Section 13.16 Headings......................................................................... 56

Section 13.17 Set-off.......................................................................... 56

Section 13.18 Construction..................................................................... 56

Section 13.19 Submission to Jurisdiction; Waiver of Jury Trial................................. 57

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PURCHASER SCHEDULE

Exhibit A -- Form of Note

Exhibit B -- Form of Warrant

Exhibit C -- Compliance Certificate

Attachment to Compliance Certificate

Exhibit D -- Guaranty

Schedule 6.2 -- Subsidiaries

Schedule 6.7 -- Property

Schedule 6.15 -- Environmental and Safety Matters

Schedule 6.21 -- Capital Structure

Schedule 7.2(l) -- EBITDA Reconciliation

Schedule 8.15 -- Other Liens

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MORTON INDUSTRIAL GROUP, INC.

NOTE AND WARRANT

PURCHASE AGREEMENT

This Note and Warrant Purchase Agreement is entered into as of March

26, 2004, (the "AGREEMENT"), by and among Morton Industrial Group, Inc., a

Georgia corporation (the "COMPANY"), each of the Subsidiaries from time to time

becoming a party hereto, as Guarantors, each of the purchasers set forth in the

Purchaser Schedule hereto (together with any other transferee or other Person

that becomes a holder of any Note, collectively, the "PURCHASERS" and

individually, a "PURCHASER"), and BMO Nesbitt Burns Capital (U.S.), Inc., in its

capacity as agent hereunder (hereinafter referred to as the "AGENT").

The parties hereto agree as follows:

SECTION 1

PURCHASE AND SALE OF THE NOTES AND WARRANTS

Section 1.1 Notes and Warrants.

(a) Sale and Issuance of Securities. Subject to the terms

and conditions hereof, at the Closing the Company shall sell to the Purchasers

and the Purchasers shall purchase from the Company (i) the Notes in the

aggregate principal amount of $10,000,000, in the amounts set forth opposite

each Purchaser's name as set forth in the Purchaser Schedule, and (ii) the

Warrants to purchase in the aggregate, nine percent (9%) of the Company's common

stock on a fully-diluted basis, in the amounts set forth opposite each

Purchaser's name as set forth in the Purchaser Schedule.

(b) Guaranties. The obligations of the Company under the

Notes, the Collateral Documents and, with respect to the payment to each

Purchaser of the Put Price (as defined in the Warrants), shall be guaranteed by

each Subsidiary of the Company pursuant to a guaranty in form and substance

acceptable to the Agent (the "GUARANTY").

Section 1.2 The Closing. The closing of the separate purchases

and sales of the Securities (the "CLOSING") shall take place at the offices of

Vedder, Price, Kaufman & Kammholz, P.C., at 10:00 a.m. on March 26, 2004 (the

"CLOSING DATE"), or at such other place or on such other date as may be mutually

agreeable to the Company, the Agent and the Purchasers. At the Closing, the

Company shall deliver to the Purchasers instruments evidencing the Notes and the

Warrants to be purchased by such Purchaser, payable to the order of such

Purchaser or its nominee or registered in such Purchaser's or its nominee's

name, respectively, upon payment by such Purchaser of the amount set forth

opposite such Purchaser's name in the Purchaser Schedule, by wire transfer of

immediately available funds to an account specified in writing by the Company to

the Agent at least two (2) Business Days prior to the Closing.

Section 1.3 Pro Rata Payment. All payments to the Purchasers or

any other holders of the Notes (whether for principal, interest or otherwise)

shall be made pro rata among such holders based upon the aggregate unpaid

principal amount of the Notes held by each such holder. If any holder of any of

the Notes obtains any payment (whether voluntary or involuntary) of

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principal, interest or other amount with respect to any of the Notes in excess

of such holder's pro rata share of such payments obtained by all holders of the

Notes, such holder hereby agrees to purchase from the other holders of the Notes

a participation in the Notes held by them as is necessary to cause such holders

to share the excess payment ratably among each of them as provided in this

Section 1.3.

SECTION 2

INTEREST

Section 2.1 Interest Rate. The Notes shall bear interest on the

unpaid balance thereof at the aggregate rate of 16% per annum, and shall be

payable at the times specified in the Notes, which interest shall be segregated

into Current Interest and Deferred Interest, all as more fully specified in the

Notes.

Section 2.2 Computation of Interest. All interest shall be

computed on the basis of a year of 360 days for the actual number of days

elapsed.

Section 2.3 Default Rate. Notwithstanding anything to the

contrary contained herein, while any Event of Default exists or after

acceleration, the Company shall pay interest (after as well as before entry of

judgment thereon to the extent permitted by law) on the principal amount of all

Notes at a rate per annum equal to the rate specified in Section 10.2 of this

Agreement. Any interest above the aggregate rate of 16% per annum required to be

paid under this Section 2.3 shall be deemed to be Current Interest.

SECTION 3

FEES, PREPAYMENTS, TERMINATIONS,

APPLICATIONS AND NOTATIONS

Section 3.1 Fees.

(a) Commitment Fee. For the period from and including the

date hereof to but not including the Maturity Date, the Company shall pay to the

Agent for the ratable benefit of the Purchasers as hereinafter set forth, a

commitment fee of $200,000, $25,000 of which has been paid prior to the Closing

Date.

(b) Audit and Appraisal Fees. The Company shall pay to

the Agent for its own use and benefit reasonable charges for audits of the

Collateral by the Agent or its agents or representatives in such amounts as the

Agent may from time to time reasonably request (the Agent acknowledging and

agreeing that such charges shall be computed in the same manner as it at the

time customarily uses for the assessment of charges for similar collateral

audits actually performed by it). The Agent, on behalf of the Purchasers, shall

be entitled to conduct two (2) such audits (each a "SCHEDULED FIELD AUDIT")

during each calendar year (unless any Default or Event of Default has occurred,

in which case there shall be no limit on the number of such audits). In the

absence of any Default or Event of Default, the Company shall not be required to

reimburse the Agent for more than two (2) Scheduled Field Audits per calendar

year.

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Section 3.2 Voluntary Prepayments of Notes.

(a) Optional Prepayments of the Notes. At any time and

from time to time, the Company may, at its option, upon notice as provided in

Section 3.2(b), prepay all or any portion of the principal balance of the Notes,

on any quarterly payment date, in minimum increments of $500,000, plus a

prepayment premium equal to the product obtained by multiplying (i) the amount

being prepaid by (ii) the percentage set forth below opposite the time period in

which such prepayment shall occur (the "PREPAYMENT PREMIUM"):

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TIME PERIOD PERCENTAGE

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Closing Date to March 31, 2005 3%

April 1, 2005 to March 31, 2006 2%

April 1, 2006 to March 31, 2007 1%

April 1, 2007 to maturity No Prepayment Premium

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In addition, the Company may, at its option, upon notice as provided in Section

3.2(b), prepay all or any portion of the Deferred Interest on any quarterly

payment date without having to pay a prepayment premium. Except as provided in

Section 3.2(a) and 3.2(c) hereof, the Notes may not be voluntarily prepaid by

the Company.

(b) Notice of Optional Prepayments; Officer's

Certificate. The Company will give each holder of the Notes written notice of

such optional prepayment under Section 3.2(a) not less than two (2) Business

Days prior to the date fixed for such prepayment. Each such notice shall be

accompanied by an officer's certificate (i) stating the principal amount and

holder of each Note to be prepaid and the principal amount thereof to be

prepaid, (ii) stating the proposed date of prepayment and any conditions

relating thereto and (iii) stating the Prepayment Premium required under Section

3.2(a) (calculated as of the date of such prepayment).

Officer's Certificates.

(i) In the event of a Change of Control, the

Company will, at least thirty (30) days and not more than sixty (60)

days prior to such Change of Control, give written notice thereof to

each holder of the Securities, which shall contain a written

irrevocable notice that the Company will prepay (a "PREPAYMENT

NOTICE"), by a date (the "PREPAYMENT DATE") specified in such notice

(which date shall be on or prior to the effective date of the Change of

Control), all of the Obligations under the Notes held by such holder in

full (and not in part) in cash. Such notice may state that the

Company's prepayment is conditioned upon the consummation of such

Change of Control. The Company shall pay to such holder the outstanding

principal amount of all Notes then held by such holder, together with

all accrued and unpaid interest thereon. In the event of a prepayment

of the Notes in connection with a Change of Control, no Prepayment

Premium shall be due in connection therewith and neither the Company

nor any Guarantor shall be liable therefor.

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(ii) Any notice by the Company to prepay the

Notes, and any subsequent prepayment thereof pursuant to this Section

3.2(c), shall be accompanied by an officer's certificate (A) stating

the principal amount of each Note to be prepaid, (B) stating the

Prepayment Date, (C) stating the accrued interest on each such Note to

the Prepayment Date to be prepaid, (D) stating the Prepayment Premium

payable in connection with such proposed prepayment (calculated as of

the date of such notice or prepayment, as the case may be), (E)

certifying that the conditions of this Section 3.2(c) have been

fulfilled, and (F) specifying the nature of the Change of Control, the

transactions or proposed transactions resulting in such Change of

Control and the date or proposed date of the occurrence of such Change

of Control.

Section 3.3 Place of Payments. All payments of principal,

interest, fees and all other amounts payable hereunder shall be made to such

Purchaser's account as specified in the Purchaser Schedule on the date any such

payment is due and payable. All such payments shall be made in lawful money of

the United States of America, by wire transfer of immediately available funds at

the place of payment, without setoff or counterclaim and without reduction for,

and free from, any and all present or future taxes, levies, imposts, duties,

fees, charges, deductions, withholdings, restrictions or conditions of any

nature imposed by any government or any political subdivision or taxing

authority thereof (but excluding any taxes imposed on or measured by the net

income of such Purchaser). Payments received by such Purchaser after 1:00 p.m.

(Chicago time) or any date shall be deemed received as of the opening of

business on the next Business Day. Except as herein provided, all payments shall

be received by the Agent for the ratable account of the Purchasers and shall be

promptly distributed by the Agent ratably to the Purchasers. No amount paid or

prepaid on the Notes may be reborrowed.

Section 3.4 Application of Payments Anything contained herein to

the contrary notwithstanding, all payments and collections received in respect

of the Notes and other Obligations by the Agent or any of the Purchasers, after

acceleration or the final maturity of the Obligations as a result of an Event of

Default, shall be remitted to the Agent and distributed as follows:

(a) first, to the payment of any outstanding costs and

expenses incurred by the Agent in protecting, preserving or enforcing rights

under this Agreement and the other Operative Documents and in any event

including all costs and expenses of a character which the Company has agreed to

pay under Section 13.4 hereof (such funds to be retained by the Agent for its

own account unless it has previously been reimbursed for such costs and expenses

by the Purchasers, in which event such amounts shall be remitted to the

Purchasers to reimburse them for payments theretofore made to the Agent);

(b) second, to the payment of any outstanding interest or

other fees or indemnification amounts due under the Operative Documents other

than for principal of the Notes, ratably as among the Agent and the Purchasers

in accord with the amount of such interest and other fees or Obligations owing

each;

and all other indebtedness, obligations, and liabilities of the Company and its

Subsidiaries secured by the Operative Documents (including, without limitation,

the Put Price and any Deferred Put

<PAGE>

Obligation) to be allocated pro rata in accordance with the aggregate unpaid

amounts owing to each holder thereof; and

(d) fourth, to the Company or to whoever the Agent

reasonably determines to be lawfully entitled thereto.

SECTION 4

COLLATERAL

Section 4.1 Collateral. The payment and performance of the

Obligations shall at all times be secured by, among other things, (a) all of the

Company's and its Subsidiaries' accounts, chattel paper, documents, instruments,

general intangibles, inventory, equipment and certain other assets and property

of the Company and its Subsidiaries, in each case whether now owned or held or

hereafter acquired or arising, pursuant to that certain Security Agreement from

the Company and its Subsidiaries dated as of even date herewith, as the same may

be amended, modified or supplemented from time to time (the "SECURITY

AGREEMENT"), (b) all of the capital stock of the Subsidiaries and certain other

assets and property of the Company and its Subsidiaries, in each case whether

now owned or held or hereafter acquired or arising, pursuant to that certain

Pledge Agreement from the Company dated as of even date herewith, as the same

may be amended, modified or supplemented from time to time (the "PLEDGE

AGREEMENT"), and (c) the real estate and related assets and properties of the

Company and its Subsidiaries, in each case whether now owned or held or

hereafter acquired or arising, pursuant to mortgages and trust deeds reasonably

acceptable to the Agent as to form and substance (as supplemented or otherwise

modified from time to time, collectively the "MORTGAGES" and individually each a

"MORTGAGE").

Section 4.2 Guaranties. Payment of obligations evidenced by the

Notes and the other Obligations shall at all times be jointly and severally

guaranteed by each Subsidiary pursuant hereto or pursuant to a Guaranty issued

by such Subsidiary. In the event any Subsidiary is hereafter acquired or formed,

the Company shall also cause such Subsidiary to execute such Collateral

Documents (having terms and conditions substantially similar to those executed

by the Company and its Subsidiaries in connection with the purchase and sale of

the Securities under this Agreement) as the Agent may then require, granting in

favor of the Agent for the benefit of the holders of the Notes a security

interest in and lien on the assets of such Subsidiary as collateral security for

the Notes and the other Obligations, together with such other instruments,

documents, certificates and opinions required by the Agent in connection

therewith.

Section 4.3 Further Assurances. The Company covenants and agrees

that it shall, and shall cause each Subsidiary to, comply with all terms and

conditions of each of the Collateral Documents and that the Company shall, and

shall cause each Subsidiary to, at any time and from time to time as requested

by the Agent, execute and deliver such further instruments and do such other

acts as the Agent or the Majority Holders may deem necessary or desirable to

provide for or protect or perfect the Lien of the Agent in the Collateral.

Section 4.4 Collections. The Company shall establish and maintain

such arrangements as shall be necessary or appropriate to assure that all

proceeds of the Collateral of

<PAGE>

the Company and its Subsidiaries are deposited (in the same form as received) in

accounts maintained with a financial institution reasonably satisfactory to, and

under the dominion and control of, the Agent (subject to the dominion and

control of the Senior Bank Agent), such accounts to constitute special

restricted accounts, the Company and Guarantors acknowledging that the Agent has

(and is hereby granted) a lien on such accounts and all funds contained therein

to secure the Obligations. It shall be a condition to the Company's or any

Subsidiary's right to establish and maintain such deposit accounts at any time

following the Closing Date, that the financial institutions maintaining such

accounts shall have delivered to the Agent blocked account agreements reasonably

satisfactory to the Agent in form and substance pursuant to which such financial

institutions acknowledge the Agent's Lien thereon, waive any right of offset or

bankers' liens thereon (other than (i) Liens of the Senior Bank Agent which are

subject to the Subordination Agreement and (ii) with respect to account

maintenance charges and returned items). Agent acknowledges that Harris Trust

and Savings Bank is a satisfactory financial institution for purposes of this

Section 4.4.

SECTION 5

DEFINITIONS; INTERPRETATION.

Section 5.1 Definitions. The following terms when used herein

shall have the following meanings:

"ACQUISITION" means (i) the acquisition of all or any substantial part

of the assets, property or business of any other Person, firm or corporation,

(ii) any acquisition of a majority of the common stock or other equity

securities of any firm or corporation, or (iii) any other transaction pursuant

to which a Person is newly allocated a majority of the profits or losses of any

other Person.

"AFFILIATE" means any Person, directly or indirectly controlling,

controlled by, or under direct or indirect common control with, another Person.

A Person shall be deemed to control another Person for the purposes of this

definition if such Person possesses, directly or indirectly, the power to

direct, or cause the direction of, the management and policies of the other

Person, whether through the ownership of voting securities, common directors,

trustees or officers, by contract or otherwise; provided that, in any event, any

Person that owns, directly or indirectly, 5% or more of the securities having

the ordinary voting power for the election of directors or governing body of a

corporation or 5% or more of the partnership or other ownership interests of any

other Person (other than as a limited partner of such other Person) will be

deemed to control such corporation or other Person.

"AGENT" means BMO Nesbitt Burns Capital (U.S.), Inc. and any successor

thereto appointed pursuant to Section 11.1 hereof.

"AUTHORIZED REPRESENTATIVE" means those Persons shown on the list of

officers and employees of the Company pursuant to Section 7.2(h) hereof or on

any update of any such list provided by the Company to the Agent, or any further

or different officers and employees so named by any Authorized Representative in

a written notice to the Agent.

<PAGE>

"BOARD" shall mean the board of directors (or comparable managers) of a

Person.

"BORROWING BASE" shall have the meaning given such term in the Senior

Credit Agreement as in effect on the date hereof.

"BORROWING BASE CERTIFICATE" shall have the meaning given such term in

the Senior Credit Agreement as in effect on the date hereof.

"BUSINESS DAY" means any day (other than a Saturday or Sunday) on which

banks are not authorized or required to close in Chicago, Illinois.

"CAPITAL EXPENDITURES" means, for any period, capital expenditures of

the Company and its Subsidiaries during such period as defined and classified in

accordance with GAAP.

"CAPITAL LEASE" means any lease of Property which, in accordance with

GAAP, is required to be capitalized on the balance sheet of the lessee.

"CAPITAL STOCK" shall mean (i) in the case of a corporation, voting

capital stock, (ii) in the case of an association or business entity, any and

all shares, interests, participations, rights or other equivalents (however

designated) of voting capital stock, (iii) in the case of a partnership, voting

partnership interests (whether general or limited), (iv) in the case of a

limited liability company, voting membership or similar interests and (v) any

other interest or participation that confers on a Person the right to vote and

to receive a share of the profits and losses of, or distributions of assets of,

the issuing Person.

"CAPITALIZED LEASE OBLIGATION" means the amount of the liability shown

on the balance sheet of any Person in respect of a Capital Lease determined in

accordance with GAAP.

"CASH MATURITIES" means, with reference to any period, the aggregate

amount of payments required to be made by the Company and its Subsidiaries

during such period with respect to principal on all Indebtedness (whether at

maturity, as a result of mandatory sinking fund redemption, scheduled mandatory

prepayment or otherwise).

"CERCLA" is defined in Section 6.15(b).

"CHANGE OF CONTROL" means the occurrence, at any time after the date

hereof, of (i) any Person or two or more Persons acting in concert acquiring

beneficial ownership (within the meaning of Rule 13d-3 of the Securities and

Exchange Commission under the Securities Exchange Act), directly or indirectly,

of securities of the Company (or other securities convertible into such

securities) representing more than twenty-five percent (25%) of the combined

voting power of all securities of the Company entitled to vote in the election

of directors; or (ii) commencing after the date hereof, individuals who as of

the date hereof were directors of the Company ceasing for any reason to

constitute a majority of the Parent Board unless the Persons replacing such

individuals were nominated by William D. Morton or the Parent Board; or (iii)

any Person or two or more Persons acting in concert acquiring by contract or

otherwise, or entering into a contract or arrangement which upon consummation

will result in its or their acquisition of, or control over, securities of the

Company (or other securities convertible into such securities) representing more

than twenty-five percent (25%) of the

<PAGE>

combined voting power of all securities of the Company entitled to vote in the

election of directors; or (iv) except for Permitted Transfers, either William D.

Morton or Mark W. Mealy ceases any time and for any reason own and to hold of

record at least ninety percent (90%) of the securities of the Company which he

owns and holds of record on the Closing Date; or (v) William D. Morton shall

fail to own or be a party to one or more contracts or arrangements giving him

voting control over at least fifty-one percent (51%) of the combined voting

power of all securities of the Company entitled to vote in the election of

directors.

"CLOSING DATE" means the date on which the Agent has received signed

counterpart signature pages of this Agreement from each of the signatories and

the conditions in Section 7.1 and 7.2 hereof have been fulfilled.

"CODE" means the Internal Revenue Code of 1986, as amended, and any

successor statute thereto.

"COLLATERAL DOCUMENTS" means the Security Agreement, the Pledge

Agreement, the Mortgages and all other mortgages, deeds of trust, security

agreements, assignments, financing statements and other documents as shall from

time to time secure the Obligations.

"CONSOLIDATED ENTITY" means, collectively, the Company and each of its

Subsidiaries that are consolidated for financial reporting purposes.

"CONSOLIDATED NET INCOME" means, with reference to any period, the net

income (or net deficit) of the Company and its Subsidiaries for such period as

computed on a consolidated basis in accordance with GAAP.

"CONTROLLED GROUP" means all members of a controlled group of

corporations and all trades or businesses (whether or not incorporated) under

common control which, together with the Company or any Subsidiary, are treated

as a single employer under Section 414 of the Code.

"CREDIT PARTIES" means the Company and the Domestic Subsidiaries, and

the term "CREDIT PARTY" shall mean any of the foregoing unless the context in

which such term is used shall otherwise require.

"CURRENT INTEREST" means the rate of twelve percent (12.00%) per annum

(computed on the basis of a 360-day year and the actual number of days elapsed

in any year) on the unpaid principal amount of the Notes outstanding from time

to time from and including the date of issuance thereof until the date paid, or

if less, at the highest rate then permitted under applicable law.

"DEFAULT" means any event or condition the occurrence of which would,

with the passage of time or the giving of notice, or both, constitute an Event

of Default.

"DEFERRED INTEREST" means the rate of four percent (4%) per annum

(computed on the basis of a 360-day year and the actual number of days elapsed

in any year) on the unpaid principal amount of the Notes outstanding from time

to time from and including the date of issuance thereof until the date paid, or

if less, at the highest rate then permitted under applicable law.

<PAGE>

"DEFERRED PUT OBLIGATIONS" shall have the meaning given such term in

the Warrants.

"DOMESTIC SUBSIDIARY" means each Subsidiary of the Company which is

organized under the laws of the United States of America or any State thereof.

"EBIT" means, with reference to any period, Consolidated Net Income for

such period plus all amounts deducted in arriving at such Consolidated Net

Income for such period in respect of (i) Interest Expense for such period, plus

(ii) federal, state and local income taxes for such period, plus (iii) with

respect to any applicable accounting period of the Company, to the extent such

charges against Consolidated Net Income are reflected on the Company's annual

audited financial statements for the most recent fiscal year then ended, (x)

non-cash charges reflecting impairment charges arising from SFAS No. 142

(Goodwill and Other Intangible Assets), for such period, and (y) non-cash

charges for accretion of discount on, or interest on, preferred stock of the

Company for such period, plus or minus (iv) non-cash charges or gains resulting

from any valuation of the Warrants in accordance with the provisions of FAS 150.

"EBITDA" means, with reference to any period, EBIT for such period plus

all amounts properly deducted in arriving at such Consolidated Net Income for

such period in respect of depreciation of fixed assets and amortization of

intangible assets during such period on the books of the Company and its

Subsidiaries; provided, that EBITDA for the fiscal quarters of the Company

listed below shall be deemed by the parties hereto to be, notwithstanding the

other provisions of this definition, $3,401,000 for the fiscal quarter ended

June 30, 2003, $2,324,000 for the fiscal quarter ended September 30, 2003, and

$2,365,000 for the fiscal quarter ended December 31, 2003.

"ENVIRONMENTAL CLAIMS" means all claims, however asserted, by any

governmental authority or other Person alleging potential liability or

responsibility for violation of any Environmental Law, or for release or injury

to the environment.

"ENVIRONMENTAL LAWS" means any present or future federal, state or

local laws, statutes, common law duties, rules, regulations, ordinances and

codes, together with all administrative orders, licenses, authorizations and

permits of, and agreements with, any governmental authority, in each case

relating to Environmental Matters.

"ENVIRONMENTAL MATTERS" means any matter arising out of or relating to

health and safety, or pollution or protection of the environment or workplace,

including any of the foregoing relating to the presence, use, production,

generation, handling, transport, treatment, storage, disposal, distribution,

discharge, release, control or cleanup of any Hazardous Materials.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended, or any successor statute thereto.

"EVENT OF DEFAULT" means any event or condition identified as such in

Section 10.1 hereof.

"FIXED CHARGE COVERAGE RATIO" means, as of the last day of each fiscal

quarter of the Company, the ratio of (i) EBITDA for the four fiscal quarters of

the Company ending on such date, less Capital Expenditures for such four fiscal

quarters, to (ii) the sum for such four fiscal

<PAGE>

quarters of (a) Interest Expense (but excluding therefrom all payment-in-kind

interest and non-cash interest relating to the Warrants in accordance with the

provisions of FAS 150), (b) Cash Maturities, (c) federal, state and local income

taxes and (d) without duplication of the foregoing, stock redemption payments

required to be made pursuant to the terms of the Stock Redemption Agreement;

provided that, for all calculations of the Fixed Charge Coverage Ratio for

fiscal quarters ending through and including December 31, 2004, (1) Interest

Expense for the four fiscal quarters then ended shall be deemed by the parties

hereto to be equal to the product of (x) Interest Expense incurred during the

period (the "POST-CLOSING PERIOD") from and including the Effective Date through

and including the last day of such period and (y) a fraction, the numerator of

which is 365 and the denominator of which is the number of days in such

post-closing period, (2) Cash Maturities for the four fiscal quarters then ended

shall be deemed by the parties hereto to be equal to the product of (x) Cash

Maturities during the post-closing period and (y) a fraction, the numerator of

which is 365 and the denominator of which is the number of days in such

post-closing period, and (3) stock redemption payments required to be made

during the four fiscal quarters then ended shall be deemed by the parties hereto

to be $500,000.

"GAAP" means generally accepted accounting principles as in effect from

time to time, applied by the Company and its Subsidiaries on a basis consistent

with the preparation of the Company's audited financial statements referred to

in Section 6.5 hereof.

"GUARANTOR" means each Subsidiary that is a signatory hereto or that

executes and delivers to the Agent a Guaranty along with the accompanying

closing documents required by Section 4.2 hereof.

"GUARANTEED OBLIGATIONS" is defined in Section 12.1 hereof.

"GUARANTY" means this Agreement as to Guarantors party hereto and

otherwise, a letter to the Agent in the form of Exhibit E hereto executed by a

Subsidiary whereby it acknowledges it is party hereto as a Guarantor under

Section 12 hereof and also in the case of any Subsidiary not organized under the

laws of the United States of any State thereof, such other form of guaranty as

shall be reasonably acceptable to the Agent and the Majority Holders.

"HAZARDOUS MATERIAL" means all or any of the following: (i) substances

that are defined or listed in, or otherwise classified pursuant to, any

Environmental Laws or regulations as "hazardous substances," "hazardous

materials," "hazardous wastes," "toxic substances" or any other formulation

intended to define, list or classify substances by reason of deleterious

properties such as ignitability, corrosivity, reactivity, carcinogenicity, or

toxicity; (ii) oil, petroleum or petroleum derived substances, natural gas,

natural gas liquids or synthetic gas and drilling fluids, produced waters and

other wastes associated with the exploration, development or production of crude

oil, natural gas or geothermal resources; (iii) any flammable substances or

explosives or any radioactive materials; and (iv) asbestos in any form or

electrical equipment which contains any oil or dielectric fluid containing

polychlorinated biphenyls.

"HEDGING LIABILITY" means the liability of the Company to any of the

Senior Lenders or their Affiliates in respect of any interest rate swaps,

interest rate caps, interest rate collars, or other interest rate hedging

arrangements as the Company may from time to time enter into with any one or

more of the Senior Lenders or their Affiliates. Unless and until the amount of

the

<PAGE>

Hedging Liability is fixed and determined, the Hedging Liability shall be deemed

to be the market value of the notional amount of the hedge from the date of

computation to the date the hedge expires.

"INDEBTEDNESS" means for any Person (without duplication) (i) all

indebtedness created, assumed or incurred in any manner by such Person

representing money borrowed (including by the issuance of debt securities), (ii)

all indebtedness for the deferred purchase price of property or services (but

specifically excluding (x) trade accounts payable arising in the ordinary course

of business which are not more than 180 days past due and (y) unsecured

indebtedness of the type and in the amount permitted pursuant to Section 8.14(f)

hereof), (iii) all indebtedness secured by any Lien upon Property of such

Person, whether or not such Person has assumed or become liable for the payment

of such indebtedness, (iv) all indebtedness secured by a purchase money mortgage

or other Lien to secure all or part of the purchase price of Property subject to

such mortgage or Lien, (v) all Capitalized Lease Obligations of such Person,

(vi) all obligations of such Person on or with respect to letters of credit,

bankers' acceptances and other extensions of credit whether or not representing

obligations for borrowed money, (vii) each "non-compete" and like payment owed

by such Person in connection with an Acquisition, to the extent such payment

would be classified as a liability under GAAP, and (viii) with respect to the

Company or any of its Subsidiaries, all obligations of such Persons to pay the

Purchase Price (and, to the extent all or any portion of such amount is

reinstated pursuant to the Stock Redemption Agreement, the Stated Redemption

Amount) for the Subject Stock under, and as such capitalized terms are defined

in, the Stock Redemption Agreement, it being understood that for the purpose of

calculating compliance with the terms and provisions of this Agreement, the

amount of "Indebtedness" at any time of the type described in this clause (viii)

shall be agreed by the parties to be the arithmetical sum of all such

obligations then due and unpaid or to become due at any time in the future under

such agreement as in effect at the time of determination, provided that there

shall be excluded from this definition of "Indebtedness" the obligations of the

Company under the Warrants, notwithstanding any contrary treatment thereof under

GAAP.

"INTEREST EXPENSE" means, with reference to any period (the

"MEASUREMENT PERIOD"), the sum of all interest expense with respect to

Indebtedness or Hedging Liabilities relating to indebtedness (including imputed

interest charges with respect to Capitalized Lease Obligations and all

amortization of debt discount and expense) of the Company and its Subsidiaries

for such measurement period determined in accordance with GAAP (and including,

for any measurement period in the overall calculation of Interest Expense for

such measurement period, the net amount of interest expense relating to Hedging

Liabilities during such measurement period, whether positive or negative).

"JUNIOR SUBORDINATED DEBT" means, collectively (x) the currently

outstanding Indebtedness of the Company evidenced by those two Non-Negotiable

Promissory Notes (subordinated) each dated as of April 8, 1998, one payable to

the order of Joseph T. Buie, Jr. in the currently outstanding principal amount

of $1,262,781, and the second payable to the order of Ernest J. Butler in the

currently outstanding principal amount of $600,255, (y) Indebtedness to

Worthington under the Settlement Agreement and the Stock Redemption Agreement

and (z) any other indebtedness for borrowed money which shall be subordinated in

right of payment to the prior payment of the Obligations by written provisions

acceptable to the Agent and Majority Holders in form and substance and otherwise

pursuant to documentation, in an amount, and

<PAGE>

containing interest rates, payment terms, maturities, amortization schedules,

covenants, defaults, remedies and other material terms in form and substance

satisfactory to the Agent and Majority Holders.

"LIEN" means any mortgage, lien, security interest, pledge, charge or

encumbrance of any kind in respect of any Property, including the interests of a

vendor or lessor under any conditional sale, capital lease or other title

retention arrangement.

"MAJORITY HOLDERS" means, as of the date of determination thereof, the

holders of at least fifty-one percent (51%) of the outstanding principal amount

of the Notes and the holders of at least fifty-one percent (51%) of the

Underlying Capital Stock (on an as-converted basis).

"MATERIAL ADVERSE EFFECT" means (a) a material adverse change in, or

material adverse effect upon, the operations, business, Property, condition

(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken

as a whole, (b) a material impairment of the ability of the Company or any

Subsidiary to perform its material obligations under any Operative Document, or

enforceability against the Company or any Subsidiary of any Operative Document

or the rights and remedies of the Agent and the Purchasers thereunder or (ii)

the perfection or priority of any Lien granted under any Collateral Document.

"MATERIAL PLAN" is defined in Section 10.1(j) hereof.

"MATURITY DATE" means (x) March 26, 2009, or (y) if earlier, such

earlier date on which the Notes are accelerated in whole pursuant to Sections

10.1 or 10.2 hereof.

"MID-CENTRAL" means Mid-Central Plastics, Inc., an Iowa corporation.

"MID-CENTRAL NOTES" means those certain promissory notes received by

Mid-Central as partial consideration for the Mid-Central Sale, including without

limitation the Three Month Note, the Six Month Note and the Subordinated Note as

defined in the asset purchase agreement for the Mid-Central Sale, all of which

are subject to the terms of the Wells Fargo Subordination Agreement.

"MID-CENTRAL SALE" means the sale by Mid-Central to Innovative

Injection Technologies, Inc. of substantially all of its assets, including

without limitation its right, title and interest in and to its real property and

associated improvements and certain personal property associated therewith

located at 2360 Grand Avenue, West Des Moines, Iowa.

"MORTGAGE" is defined in Section 4.1 hereof.

"MORTON SOUTH CAROLINA" means Morton Metalcraft Co. of South Carolina,

a South Carolina corporation.

"NOTES" means and includes those certain Senior Subordinated Promissory

Notes dated the date hereof in the aggregate principal amount of Ten Million

Dollars $10,000,000, issued to the Purchasers by the Company pursuant to this

Agreement, in substantially the form attached

<PAGE>

hereto as Exhibit A, with the blanks appropriately filled in, as may be amended,

restated, replaced, substituted or otherwise modified from time to time.

"OBLIGATIONS" means all obligations of the Company to pay the principal

and interest on the Notes, all fees and charges payable hereunder, and all other

payment obligations of the Company arising under or in relation to any Operative

Document, including, without limitation, the Put Price and any Deferred Put

Obligations, in each case whether now existing or hereafter arising, due or to

become due, direct or indirect, absolute or contingent, and howsoever evidenced,

held or acquired.

"OFFICER'S CERTIFICATE" means a certificate signed on behalf of the

Company by the Company's president, CEO or chief financial officer, stating that

(a) the officers signing such certificate have made or have caused to be made

such investigations as are necessary in order to permit them to verify the

accuracy of the information set forth in such certificate and (b) such

certificate does not misstate any material fact and does not omit to state any

fact necessary to make the certificate not misleading.

"OPERATIVE DOCUMENTS" means this Agreement, the Notes, the Warrants,

the Investor Rights Agreement, the Guaranties, the Collateral Documents and all

other documents, instruments and agreements executed by or on behalf of the

Company and delivered concurrently herewith or at any time hereafter to or for

the Purchasers, Agent or any Affiliate of Purchasers or Agent, all as amended,

restated or supplemented from time to time.

"OPTION PLANS" means the Stock Option Plan and the Company Director

Plan, as each such term is defined in Section 6.21(a) hereof.

"PARENT BOARD" has the meaning given such term in Section 8.11 hereof.

"PAYMENT DEFAULT" means in Event of Default as described in Section

10.1(a) after the expiration of any applicable grace period.

"PBGC" means the Pension Benefit Guaranty Corporation or any Person

succeeding to any or all of its functions under ERISA.

"PERSON" means an individual, partnership, corporation, association,

trust, unincorporated organization or any other entity or organization,

including a government or agency or political subdivision thereof.

"PERMITTED TRANSFERS" means any sale, assignment, transfer, pledge,

hypothecation, mortgage, encumbrance or other disposition of all or any of the

Capital Stock of the Company held by William Morton or Mark Mealy, respectively,

as follows: (i) by way of gift to any member of his family or to any trust or

other estate planning entity for his benefit or the benefit of any such family

member, provided that any such transferee shall agree in writing with the

Company and the Purchasers, as a condition to such transfer, to be bound by all

of the provisions of this Agreement to the same extent as if such transferee

were such transferor; or (ii) by will or the laws of descent and distribution,

in which event each such transferee shall be bound by all of the provisions of

this Agreement to the same extent as if such transferee were such transferor. As

used herein, the word "family" shall include any spouse, lineal ancestor or

descendant.

<PAGE>

"PLAN" means any employee pension benefit plan covered by Title IV of

ERISA or subject to the minimum funding standards under Section 412 of the Code

that either (i) is maintained by a member of the Controlled Group for employees

of a member of the Controlled Group, (ii) is maintained pursuant to a collective

bargaining agreement or any other arrangement under which more than one employer

makes contributions and to which a member of the Controlled Group is then making

or accruing an obligation to make contributions or has within the preceding five

plan years made contributions, or (iii) under which a member of the Controlled

Group has any liability, including any liability by reason of having been a

substantial employer within the meaning of Section 4063 of ERISA at any time

during the preceding five years or by reason of being deemed a contributing

sponsor under Section 4064 of ERISA.

"PLEDGE AGREEMENT" is defined in Section 4.1 hereof.

"PROPERTY" means any interest in any kind of property or asset, whether

real, personal or mixed, or tangible or intangible.

"REPORTABLE EVENT" means a reportable event as defined in Section 4043

of ERISA and the regulations issued under such section, with respect to a Plan,

excluding, however, such events as to which the PBGC has by regulation waived

the requirement of Section 4043(a) of ERISA that it be notified within 30 days

of the occurrence of such event, provided, however, that a failure to meet the

minimum funding standard of Section 412 of the Code and of Section 302 of ERISA

shall be a Reportable Event regardless of the issuance of any such waiver of the

notice requirement in accordance with either Section 4043(a) of ERISA or Section

412(d) of the Code.

"SECURITIES" means, collectively, the Notes and the Warrants.

"SECURITIES ACT" means the Securities Act of 1933, as amended, or any

similar federal law then in force.

"SECURITY AGREEMENT" is defined in Section 4.1 hereof.

"SECURITIES AND EXCHANGE COMMISSION" includes any governmental body or

agency succeeding to the functions thereof.

"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as

amended, or any similar federal law then in force.

"SENIOR BANK AGENT" means Harris Trust and Savings Bank, in its

capacity as agent under the Senior Credit Agreement and any successor thereto

appointed pursuant to the Senior Credit Agreement.

"SENIOR CREDIT AGREEMENT" means that certain Second Amended and

Restated Credit Agreement, dated the date hereof, by and among the Company,

certain guarantor parties thereto, the Senior Lenders and the Senior Bank Agent,

as amended, supplemented or modified from time to time, including, without

limitation, any agreement refinancing in whole or in part the "Obligations" (as

defined therein) as permitted under the Subordination Agreement.

<PAGE>

"SENIOR CREDIT DOCUMENTS" means the Senior Credit Agreement and the

related agreements, documents and instruments, as amended, modified or

supplemented in accordance with the Subordination Agreement.

"SENIOR DEBT" means the Indebtedness of the Company and extension of

credit by the Senior Lenders under the Senior Credit Agreement, together with

extensions of credit pursuant to any modifications of the Senior Credit

Agreement, to the extent permitted under the Subordination Agreement, as the

same may be amended, modified, supplemented or restated from time to time in

accordance with the provisions of this Agreement.

"SENIOR LENDERS" means the financial institutions from time to time

party to the Senior Credit Agreement.

"SETTLEMENT AGREEMENT" means that certain Settlement Agreement dated as

of November 20, 2003 by and between Worthington Industries, Inc., Worthington

and the Company.

"SHARES" shall mean certificated or uncertificated instruments or

denominations that represent the ownership of the Capital Stock of any Person.

"SMP" means SMP Steel Corporation, a South Carolina corporation.

"STOCK REDEMPTION AGREEMENT" means that certain Stock Redemption

Agreement dated as of December 23, 2003 between the Company and Worthington.

"SUBORDINATION AGREEMENT" means that certain Subordination and

Intercreditor Agreement dated as of March 26, 2004, by and between the Agent and

Senior Bank Agent, as the same may be amended, modified, supplemented or

restated from time to time in accordance with the terms hereof.

"SUBSIDIARY" means any corporation or other Person more than 50% of the

outstanding ordinary voting shares or other equity interests of which is at the

time directly or indirectly owned by the Company, by one or more of its

Subsidiaries, or by the Company and one or more of such Subsidiaries.

"SUBSIDIARY BOARD" has the meaning given such term in Section 8.11 of

this Agreement.

"TAX" or "TAXES" means federal, state, county, local, foreign or other

income, gross receipts, ad valorem, franchise, profits, sales or use, transfer,

registration, excise, utility, environmental, communications, real or personal

property, capital stock, license, payroll, wage or other withholding,

employment, social security, severance, stamp, occupation, alternative or add-on

minimum, estimated and other taxes of any kind whatsoever (including, without

limitation, deficiencies, penalties, additions to tax, and interest attributable

thereto) whether disputed or not.

"TAX RETURN" means any return, information report or filing with

respect to Taxes, including any schedules attached thereto and including any

amendment thereof.

<PAGE>

"TOTAL FUNDED DEBT" means, at any time the same is to be determined,

the aggregate of all Indebtedness of the Company and its Subsidiaries at such

time, plus all Indebtedness of any other Person which is directly or indirectly

guaranteed by the Company or any of its Subsidiaries or which the Company of any

of its Subsidiaries has agreed (contingently or otherwise) to purchase or

otherwise acquire or in respect of which the Company or any of its Subsidiaries

has otherwise assured a creditor against loss.

"TOTAL FUNDED DEBT/EBITDA RATIO" means, as of the last day of any

fiscal quarter of the Company, the ratio of (x) Total Funded Debt as of such

date to (y) EBITDA for the four fiscal quarters of the Company ending on such

date.

"TOTAL SENIOR FUNDED DEBT" means, at any time the same is to be

determined, Total Funded Debt at such time minus the sum of (i) the principal

balance of the Obligations, and (ii) the principal balance of Junior

Subordinated Debt then outstanding to Messrs. Bouie and Butler, and (iii)

amounts owing by the Company to Worthington pursuant to the Settlement Agreement

or the Stock Redemption Agreement.

"TOTAL SENIOR FUNDED DEBT/EBITDA RATIO" means, as of the last day of

any fiscal quarter of the Company, the ratio of (x) Total Senior Funded Debt as

of such date to (y) EBITDA for the four fiscal quarters of the Company ending on

such date.

"UNDERLYING CAPITAL STOCK" means (a) the Capital Stock issued or

issuable upon exercise of the Warrants and (b) any Capital Stock issued or

issuable with respect to the securities referred to in clause (a) above by way

of dividend or split or in connection with a combination of Shares,

recapitalization, merger, consolidation or other reorganization. For purposes of

this Agreement, any Person who exercises a Warrant shall be deemed to be the

holder of the Underlying Capital Stock obtainable upon exercise of such Warrant,

and such Person shall be entitled to exercise the rights of a holder of

Underlying Capital Stock hereunder. As to any particular Shares of Underlying

Capital Stock, such Shares shall cease to be Underlying Capital Stock when they

have been (i) effectively registered under the Securities Act and disposed of in

accordance with the registration statement covering them, (ii) distributed to

the public through a broker, dealer or market maker pursuant to Rule 144 under

the Securities Act (or any similar provision then in force) or (iii) repurchased

by the Company or any of its Subsidiaries.

"UNFUNDED VESTED LIABILITIES" means, for any Plan at any time, the

amount (if any) by which the present value of all vested nonforfeitable accrued

benefits under such Plan exceeds the fair market value of all Plan assets

allocable to such benefits, all determined as of the then most recent valuation

date for such Plan, but only to the extent that such excess represents a

potential liability of a member of the Controlled Group to the PBGC or the Plan

under Title IV of ERISA.

"UNUSED REVOLVING CREDIT COMMITMENTS" shall have the meaning given such

term in the Senior Credit Agreement.

"WARRANTS" means and includes those certain Stock Purchase Warrants

dated the date hereof, issued by the Company in favor of the Purchasers to

acquire an aggregate of nine percent (9%) of the Capital Stock of the Company,

on a fully-diluted basis, in substantially the form

<PAGE>

attached hereto as Exhibit B, with the blanks appropriately filled in, as may be

amended, restated or supplemented from time to time, and "WARRANT" means each of

the Warrants issued hereunder, individually.

"WELFARE PLAN" means a "welfare plan" as defined in Section 3(1) of

ERISA.

"WELLS FARGO SUBORDINATION AGREEMENT" means that certain Subordination

Agreement dated as of June 20, 2003 made by the Company for the benefit of Wells

Fargo Business Credit, Inc. and relating to the Mid-Central Notes, in the form

delivered to the Agent.

"WHOLLY OWNED SUBSIDIARY" means a Subsidiary of the Company all of the

issued and outstanding shares of capital stock (other than directors' qualifying

shares as required by law) or other equity interests are owned by the Company

and/or one or more Wholly Owned Subsidiaries within the meaning of this

definition.

"WORTHINGTON" means WI Products, Inc., f/k/a Worthington Custom

Plastics, Inc.

Section 5.2 Interpretation. The foregoing definitions are equally

applicable to both the singular and plural forms of the terms defined. All

references to time of day herein are references to Chicago, Illinois time unless

otherwise specifically provided. Where the character or amount of any asset or

liability or item of income or expense is required to be determined or any

consolidation or other accounting computation is required to be made for the

purposes of this Agreement, it shall be done in accordance with GAAP except

where such principles are inconsistent with the specific provisions of this

Agreement.

Section 5.3 Change in Accounting Principles. If, after the date

of this Agreement, there shall occur any change in generally accepted accounting

principles from those used in the preparation of the financial statements

referred to in Section 6.5 hereof and such change shall result in a change in

the method of calculation of any financial covenant, standard or term found in

this Agreement, either the Company or the Majority Holders may by notice to the

holders of the Notes and the Company, respectively, require that the Agent (at

the direction of the Majority Holders) and the Company negotiate in good faith

to amend such covenant, standard and term so as equitably to reflect such change

in accounting principles, with the desired result being that the criteria for

evaluating the financial condition of the Company and its Subsidiaries shall be

the same as if such change had not been made. No delay by the Company or the

Majority Holders in requiring such negotiation shall limit their right to so

require such a negotiation at any time after such a change in accounting

principles. Without limiting the generality of the foregoing, the Company shall

neither be deemed to be in compliance with any financial covenant hereunder nor

out of compliance with any financial covenant hereunder if such state of

compliance or noncompliance, as the case may be, would not exist but for the

occurrence of a change in accounting principles after the date hereof.

SECTION 6

REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants to the Agent and the Purchasers as

follows:

<PAGE>

Section 6.1 Organization and Qualification. The Company is duly

organized, validly existing and in good standing as a corporation under the laws

of the State of Georgia, and has full and adequate corporate power to own its

Property and carry on its business as now conducted. The Company is duly

licensed or qualified and in good standing in each jurisdiction in which the

nature of the business conducted by it or the nature of the Property owned or

leased by it requires such licensing or qualification unless and to the extent

that the failure to be so licensed or qualified or to be in such good standing

would not have any material adverse effect on the financial condition,

Properties, business, or operations of the Company or in its ability to perform

or the Agent's ability to enforce performance of the Company's obligations under

the Operative Documents.

Section 6.2 Subsidiaries. Each Subsidiary is duly organized,

validly existing and in good standing under the laws of the jurisdiction in

which it is incorporated or organized, as the case may be, has full and adequate

power to own its Property and carry on its business as now conducted, and is

duly licensed or qualified and in good standing in each jurisdiction in which

the nature of the business conducted by it or the nature of the Property owned

or leased by it requires such licensing or qualification unless and to the

extent that the failure to be so licensed or qualified or to be in such good

standing would not have any material adverse effect on the financial condition,

Properties, business or operations of the Company and its Subsidiaries taken as

a whole or in its ability to perform or the Agent's ability to enforce

performance of the Company's obligations under the Operative Documents. Schedule

6.2 hereto identifies each Subsidiary, the jurisdiction of its incorporation or

organization, as the case may be, the percentage of issued and outstanding

shares of each class of its Capital Stock or other equity interests owned by the

Company and the Subsidiaries and, if such percentage is not 100% (excluding

directors' qualifying shares as required by law), a description of each class of

its authorized Capital Stock and other equity interests and the number of shares

of each class issued and outstanding. All of the outstanding shares of capital

stock and other equity interests of each Subsidiary are validly issued and

outstanding and fully paid and nonassessable and all such shares and other

equity interests indicated on Schedule 6.2 as owned by the Company or a

Subsidiary are owned, beneficially and of record, by the Company or such

Subsidiary free and clear of all Liens, other than Liens in favor of the Senior

Bank Agent that are subject to the Subordination Agreement. There are no

outstanding commitments or other obligations of any Subsidiary to issue, and no

options, warrants or other rights of any Person to acquire, any shares of any

class of capital stock or other equity interests of any Subsidiary.

Section 6.3 Authority and Validity of Obligations. The Company

has full right and authority to enter into this Agreement and the other

Operative Documents executed by it, to issue its Notes and Warrants, to grant to

the Agent the Liens described in the Collateral Documents executed by the

Company, and to perform all of its obligations hereunder and under the other

Operative Documents executed by it. Each Subsidiary has full right and authority

to enter into the Operative Documents executed by it, to grant to the Agent the

Liens described in the Collateral Documents executed by such Person, and to

perform all of its obligations under the Operative Documents executed by it. The

Operative Documents delivered by the Company and its Subsidiaries have been duly

authorized, executed, and delivered by such Persons and constitute valid and

binding obligations of the Company and its Subsidiaries enforceable against them

in accordance with their terms, except as enforceability may be limited by

bankruptcy, insolvency, fraudulent conveyance or similar laws affecting

creditors' rights generally and

<PAGE>

general principles of equity (regardless of whether the application of such

principles is considered in a proceeding in equity or at law); and this

Agreement and the other Operative Documents do not, nor does the performance or

observance by the Company or any Subsidiary of any of the matters and things

herein or therein provided for, (a) contravene or constitute a default under any

provision of law or any judgment, injunction, order or decree binding upon the

Company or any Subsidiary or any provision of the organizational documents

(e.g., charter, certificate or articles of incorporation and by-laws,

certificate or articles of association and operating agreement, partnership

agreement, or other similar organizational documents) of the Company or any

Subsidiary, (b) contravene or constitute a default under any covenant, indenture

or agreement of or affecting the Company or any Subsidiary or any of their

Property, in each case where such contravention or default, individually or in

the aggregate, could reasonably be expected to have a Material Adverse Effect,

or (c) result in the creation or imposition of any Lien on any Property of the

Company or any Subsidiary other than the Liens (i) granted in favor of the Agent

pursuant to the Collateral Documents, and (ii) granted in favor of the Senior

Bank Agent that are subject to the Subordination Agreement.

Section 6.4 Use of Proceeds; Margin Stock. The Company shall use

the proceeds of the issuance of the Notes to refinance all or a part of its

existing senior credit facility, to pay fees and expenses associated with such

refinancing and general working capital purposes. Neither the Company nor any of

its Subsidiaries is engaged in the business of extending credit for the purpose

of purchasing or carrying margin stock (within the meaning of Regulation U of

the Board of Governors of the Federal Reserve System), and no part of the

proceeds of any Note hereunder will be used to purchase or carry any such margin

stock or to extend credit to others for the purpose of purchasing or carrying

any such margin stock.

Section 6.5 Financial Reports. The consolidated balance sheet of

the Company and its Subsidiaries as at December 31, 2003 and the related

consolidated statements of income, retained earnings and cash flows of the

Company and its Subsidiaries for the fiscal year then ended, and accompanying

notes thereto, which financial statements are accompanied by the audit report of

KPMG LLP, independent public accountants, and the unaudited interim consolidated

balance sheet of the Company and its Subsidiaries as at February 29, 2004 and

the related consolidated statements of income, retained earnings and cash flows

of the Company and its Subsidiaries for the two (2) months then ended,

heretofore furnished to the Purchasers, fairly present the consolidated

financial condition of the Company and its Subsidiaries as at said dates and the

consolidated results of their operations and cash flows for the periods then

ended in conformity with GAAP applied on a consistent basis. Neither the Company

nor any of its respective Subsidiaries has contingent liabilities which are

material to it other than as indicated on such financial statements or, with

respect to future periods, on the financial statements furnished pursuant to

Section 8.5 hereof. Since December 31, 2003, no event or condition has occurred

which would have a Material Adverse Effect.

Section 6.6 Full Disclosure. The statements and information

furnished to the Agent and the Purchasers in connection with the negotiation of

this Agreement and the commitments by the Purchasers to provide all or part of

the financing contemplated hereby do not contain any untrue statements of a

material fact or omit a material fact necessary to make the material statements

contained therein or herein not misleading, the Purchasers acknowledging that as

<PAGE>

any projections furnished to any Purchaser, the Company only represents that the

same were prepared on the basis of information and estimates the Company

believed to be reasonable.

Section 6.7 Good Title. The Company and its respective

Subsidiaries have good and defensible title to their respective Property as

reflected on the most recent consolidated balance sheet of the Company and its

Subsidiaries furnished to the Purchasers (except for sales of assets by the

Company and such Subsidiaries in the ordinary course of their respective

businesses), subject to no Liens other than such thereof as are specifically

identified on Schedule 6.7 or, with the exception of Liens on real Property,

permitted by Section 8.15 hereof.

Section 6.8 Litigation and Other Controversies. There is no

litigation or governmental proceeding or labor controversy pending, nor to the

knowledge of the Company threatened, against the Company or any of its

Subsidiaries which if adversely determined would result in any material adverse

change in the financial condition, Properties, business or operations of the

Company and its Subsidiaries taken as a whole.

Section 6.9 Taxes. All Tax Returns with respect to any material

Tax required to be filed by the Company or any Subsidiary in any jurisdiction

have, in fact, been filed, and all Taxes upon the Company or any Subsidiary or

upon any of their respective Properties, income or franchises, which are shown

to be due and payable in such returns, have been paid. The Company does not know

of any proposed additional Tax assessment against the Company or any Subsidiary

which if paid (taking into consideration any cash segregated for such purpose)

would have a Material Adverse Effect. Adequate provisions in accordance with

GAAP for Taxes on the books of the Company and each Subsidiary have been made,

or (to the extent such provisions have not been made) adequate cash reserves for

such Taxes have been segregated, in each case for all open years, and for its

current fiscal period. No Consolidated Entity has made an election under Section

341(f) of the Code. No Consolidated Entity is liable for the Taxes of another

Person that is not a Subsidiary in an amount under (i) Treasury Regulation

Section 1.1502-6 (or comparable provisions of state, local or foreign law), (ii)

as a transferee or successor, (iii) by contract or indemnity, or (iv) otherwise.

No Consolidated Entity is a party to any tax sharing agreement. Each

Consolidated Entity has disclosed on its federal income Tax Returns any position

taken for which substantial authority (within the meaning of Code Section

6662(d)(2)(B)(i)) did not exist at the time the Tax Return was filed. No

Consolidated Entity has made any payments, is obligated to make payments or is a

party to an agreement that could obligate it to make any payments that would not

be deductible under Code Section 280G.

Section 6.10 Approvals. No authorization, consent, license,

exemption, filing or registration with any court or governmental department,

agency or instrumentality, nor any approval or consent of the stockholders of

the Company or any other Person, is or will be necessary to the valid execution,

delivery or performance by the Company of this Agreement, the Operative

Documents, the Notes, the Warrants or the Investor Rights Agreement.

Section 6.11 Affiliate Transactions. Neither the Company nor any

of its Subsidiaries is a party to any contracts or agreements with any of its

Affiliates (other than with Wholly Owned Subsidiaries) on terms and conditions

which are less favorable to the Company or such Subsidiary than would be usual

and customary in similar contracts or agreements between Persons not affiliated

with each other.

<PAGE>

Section 6.12 Investment Company; Public Utility Holding Company.

Neither the Company nor any of its Subsidiaries is an "investment company" or a

company "controlled" by an "investment company" within the meaning of the

Investment Company Act of 1940, as amended, or a "public utility holding

company" within the meaning of the Public Utility Holding Company Act of 1935,

as amended.

Section 6.13 ERISA. The Company and each other member of its

Controlled Group has fulfilled its obligations under the minimum funding

standards of and is in compliance in all material respects with ERISA and the

Code to the extent applicable to it and has not incurred any liability to the

PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for

premiums under Section 4007 of ERISA. Neither the Company nor any Subsidiary has

any contingent liabilities with respect to any post-retirement benefits under a

Welfare Plan, other than liability for continuation coverage described in

article 6 of Title I of ERISA.

Section 6.14 Compliance with Laws (Nonenvironmental). The Company

and its Subsidiaries are in compliance with the requirements of all federal,

state and local laws, rules and regulations (in each case, other than with

respect to Environmental Laws) applicable to or pertaining to the Properties or

business operations of the Company or any such Subsidiary (including, without

limitation, the Occupational Safety and Health Act of 1970, and the Americans

with Disabilities Act of 1990, non-compliance with which would reasonably be

expected to have a Material Adverse Effect as a whole. Neither the Company nor

any of its Subsidiaries has received notice to the effect that its operations

are not in compliance with any of the requirements of applicable federal, state

or local statutes and regulations (other than Environmental Laws), which

non-compliance would reasonably be expected to have a Material Adverse Effect.

Section 6.15 Environmental and Safety Matters

(a) Except as set forth on the Schedule 6.15, the Company

and its Subsidiaries have materially complied with and are currently in material

compliance with all Environmental Laws, and neither the Company nor any of its

respective Subsidiaries have received any oral or written notice, regarding any

liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)

or any corrective, investigatory or remedial obligations arising under

Environmental Laws which have not been corrected and which relate to the Company

or any of its Subsidiaries or any of their Properties or facilities. Without

limiting the generality of the foregoing, the Company and its Subsidiaries have

obtained and materially complied with, and are currently in material compliance

with, all permits, licenses and other authorizations that may be required

pursuant to any Environmental Law for the occupancy of their properties or

facilities or the operation of their businesses. Neither this Agreement nor the

consummation of the transactions contemplated by this Agreement shall impose any

obligations on the Company or any of its Subsidiaries or otherwise for site

investigation or cleanup, or notification to or consent of any government

agencies or third parties under any Environmental Laws (including, without

limitation, any so called "transaction-triggered" or "responsible property

transfer" laws and regulations). None of the following exists in violation of

Environmental Laws at any property or facility owned, occupied or operated by

the Company or any of its respective Subsidiaries:

(i) underground storage tanks or surface

impoundments;

<PAGE>

(ii) asbestos-containing materials in any form or

condition; or

(iii) materials or equipment containing

polychlorinated biphenyls.

(b) Except as set forth on Schedule 6.15, neither the

Company nor any of its respective Subsidiaries has treated, stored, disposed of,

arranged for or permitted the disposal of, transported, handled or released any

substance (including, without limitation, any Hazardous Material) or owned,

occupied or operated any facility or property, so as to give rise to liabilities

of the Company or any of its Subsidiaries for response costs, natural resource

damages or attorneys fees pursuant to the Comprehensive Environmental Response,

Compensation and Liability Act of 1980 ("CERCLA"), as amended, or any other

Environmental Law, except where any such action would not, individually or in

the aggregate, have a Material Adverse Effect.

except as set forth on Schedule 6.15, no facts, events or conditions relating to

the past or present Properties, facilities or operations of the Company or its

Subsidiaries shall materially prevent, hinder or limit continued compliance with

Environmental Laws, give rise to any corrective, investigatory or remedial

obligations pursuant to Environmental Laws or any other material liabilities

(whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to

Environmental Laws (including, without limitation, those liabilities relating to

onsite or offsite releases or threatened releases of Hazardous Materials,

personal injury, property damage or natural resources damage).

(d) Except as set forth on Schedule 6.15, neither the

Company nor any of its Subsidiaries has, either expressly or by operation of

law, assumed or undertaken any liability or corrective, investigatory or

remedial obligation of any other Person relating to any Environmental Laws.

(e) Except as set forth on Schedule 6.15, neither the

Company nor any of its Subsidiaries has received or is subject to any

Environmental Claims. No Lien, whether recorded or unrecorded, in favor of any

international, federal, state or local governmental authority having

jurisdiction over the Company or any of its Subsidiaries, relating to any

liability of the Company or any of its Subsidiaries arising under any

Environmental Laws has attached to any property owned, leased or operated by the

Company or any of its Subsidiaries.

Section 6.16 Other Agreements. Neither the Company nor any of its

Subsidiaries is in default under the terms of any covenant, indenture or

agreement of or affecting the Company or any such Subsidiary or any of their

Properties, which default would have a Material Adverse Effect. All of the

Company's and its Subsidiaries' material contracts are valid, binding and

enforceable in accordance with their respective terms, except where any failure

or failures thereof would not, considered in the aggregate, have a Material

Adverse Effect. Each of the Company and each of its Subsidiaries has performed

all obligations required to be performed by it under such contracts and is not

in default under or in breach of nor in receipt of any claim of default or

breach under any such contract; no event has occurred which, with the passage of

time or the giving of notice or both, would result in a default, breach or event

of noncompliance by the Company or any of its Subsidiaries under any such

contract; and neither the Company nor any of its Subsidiaries has any present

expectation or intention of not fully performing all such

<PAGE>

obligations; neither the Company nor any of its Subsidiaries has knowledge of

any breach or anticipated breach by the other parties to any such contract.

Neither the Company nor any of its Subsidiaries is a party to any contract or

commitment requiring it to purchase or sell goods or services or lease property

above or below (as the case may be) prevailing market prices and rates.

Section 6.17 No Default. No Default or Event of Default has

occurred and is continuing.

Section 6.18 Trademarks, Franchises, and Licenses. The Company and

its Subsidiaries own, possess, or have the right to use all necessary patents,

licenses, franchises, trademarks, trade names, trade styles, copyrights, trade

secrets, know how, and confidential commercial and proprietary information to

conduct their businesses as now conducted, without known conflict with any

patent, license, franchise, trademark, trade name, trade style, copyright or

other proprietary right of any other Person, except for any such failures to so

own, possess or have the right to use the same or any such conflicts which would

not, individually or in the aggregate, be reasonably likely to have a Material

Adverse Effect.

Section 6.19 Governmental Authority and Licensing. The Company and

its Subsidiaries have received all licenses, permits, and approvals of all

federal, state, and local governmental authorities, if any, necessary to conduct

their businesses, in each case where the failure to obtain or maintain the same

could reasonably be expected to have a Material Adverse Effect. No investigation

or proceeding which, if adversely determined, could reasonably be expected to

result in revocation or denial of any material license, permit or approval is

pending or, to the knowledge of the Company, threatened.

Section 6.20 Solvency. The Company and its Subsidiaries are

solvent, able to pay their debts as they become due, and have sufficient capital

to carry on their business and all businesses in which they are about to engage.

Section 6.21 Capital Structure.

(a) Generally. The authorized capital stock of the

Company consists of (i) 20,000,000 shares of Class A Common Stock, $.01 par

value, of which there are 4,560,547 shares issued and outstanding as of the

Closing Date and no shares held in the treasury of the Company; (ii) 200,000

shares of Class B Common Stock, $.01 par value, of which there are 100,000

shares issued and outstanding as of the Closing Date and no shares held in the

treasury of the Company; and (iii) 2,000,000 shares of Preferred Stock, no par

value, of which 10,000 shares are issued and outstanding as of the Closing Date

and no shares held in the treasury of the Company. All outstanding shares of the

Company's Class A and Class B Common Stock and Preferred Stock are duly

authorized, validly issued, fully paid and nonassessable and are not subject to

preemptive rights created by statute, the Articles of Incorporation or Bylaws of

the Company or any agreement or document to which the Company is a party or by

which it is bound. Shares of the Company's Class B Common Stock are convertible,

on a one-to-one basis, into shares of the Company's Class A Common Stock, and

shares of the Company's Preferred Stock are not convertible into any Capital

Stock of the Company. As of the Closing Date the Company had remaining a reserve

of an aggregate of 1,166,711 shares and 25,000 shares,

<PAGE>

respectively, of the Company's Class A Common Stock for issuance to employees

pursuant to the Company's 1997 Employee Stock Option Plan (the "STOCK OPTION

PLAN"), and the Company's Morton Industrial Group, Inc. Nonemployee Directors'

Compensation Plan (the "COMPANY DIRECTOR PLAN"). Except for the Warrants,

Schedule 6.21 sets forth for each Person who held options to acquire shares of

the Company's Class A or Class B Common Stock, or any other capital stock of the

Company, in each case as of the Closing Date, the name of the holder of such

option, the number of shares subject to such option, the exercise price of such

option, the number of shares as to which such option was vested at such date and

the vesting schedule for such option. As of the Closing Date there are, in the

aggregate, 336,981 shares of Class A Common Stock available for issuance under

the Option Plans.

(b) Obligations With Respect to Capital Stock. Except as

set forth in Section 6.21(a), and except for the Warrants, as of the Closing

Date, there are no equity securities, partnership interests or similar ownership

interests of any class of the Company, or any securities exchangeable or

convertible into or exercisable for such equity securities, partnership

interests or similar ownership interests, issued, reserved for issuance or

outstanding. As of the Closing Date, except as described in Section 6.21(a) and

except for the Warrants, there are no options, warrants, equity securities,

partnership interests or similar ownership interests, calls, rights (including

preemptive rights), commitments or agreements of any character to which the

Company or any of its Subsidiaries is a party or by which it is bound obligating

the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be

issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause

the repurchase, redemption or acquisition, of any shares of capital stock,

partnership interests or similar ownership interests of the Company or any of

its Subsidiaries or obligating the Company or any of its Subsidiaries to grant,

extend, accelerate the vesting of or enter into any such option, warrant, equity

security, call, right, commitment or agreement.

Section 6.22 SEC Disclosure. The Class A Common Stock of the

Company is registered pursuant to Section 12(b) or 12(g) of the Securities

Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Company has

timely filed all proxy statements, reports, schedules, forms, statements and

other documents required to be filed by it under the Exchange Act. The Company

has filed (a) its Annual Report on Form 10-K for the fiscal year ended December

31, 2002 and (b) its Quarterly Report on Form 10-Q for the fiscal quarter ended

October 31, 2003 (collectively, the "SEC REPORTS"). Each SEC Report was, at the

time of its filing, in substantial compliance with the requirements of its

respective form and none of the SEC Reports, nor the financial statements (and

the notes thereto) included in the SEC Reports, as of their respective filing

dates, contained any untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not

misleading. The financial statements of the Company included in the SEC Reports

comply as to form in all material respects with applicable accounting

requirements and the published rules and regulations of the United States

Securities and Exchange Commission or other applicable rules and regulations

with respect thereto. Such financial statements have been prepared in accordance

with GAAP applied on a consistent basis during the periods involved (except (i)

as may be otherwise indicated in such financial statements or the notes thereto

or (ii) in the case of unaudited interim statements, to the extent they may not

include footnotes or may be condensed) and fairly present in all material

respects the financial condition, the results of operations and the cash flows

of the

<PAGE>

Company and its Subsidiaries, on a consolidated basis, as of, and for, the

periods presented in each such SEC Report.

SECTION 7

CONDITIONS PRECEDENT.

The obligation of the Purchasers to purchase and pay for the Securities

is subject to fulfillment on or prior to the Closing Date of the following

conditions precedent to the satisfaction of the Purchasers in their sole

discretion:

Section 7.1 Conditions. As of the time of the purchase of the

Securities by the Purchasers:

(a) each of the representations and warranties set forth

in Section 6 hereof and the other Operative Documents shall be true and correct

in all material respects as of such time, except to the extent the same relate

expressly to an earlier date;

(b) the Company shall be in compliance with all of the

terms and conditions hereof, and no Default or Event of Default shall have

occurred and be continuing hereunder;

Purchasers the Securities to be purchased by the Purchasers hereunder at the

Closing;

(d) the Company shall have made all filings under all

applicable federal and state securities laws necessary to consummate the

issuance of the Securities pursuant to this Agreement in compliance with such

laws;

(e) the purchase and sale of the Securities shall not

violate any order, judgment or decree of any court or other authority or any

provision of law or regulation applicable to the Agent or any Purchaser

(including, without limitation, Regulation U of the Board of Governors of the

Federal Reserve System, the Securities Act and the Securities Exchange Act) as

then in effect;

(f) the Company, the Senior Bank Agent and the Senior

Lenders shall have entered into the Senior Credit Agreement and all conditions

to its effectiveness shall have been satisfied and no default or event of

default shall have occurred and be continuing thereunder;

(g) the Purchasers shall have received approval from each

of their respective investment committees to purchase the Securities and enter

into this Agreement;

(h) since December 31, 2003 there shall have been no

change in the financial condition, operating results, assets, operations,

business prospects, results, assets, operations, business prospects, employee

relations or customer or supplier relations of the Company or any of its

Subsidiaries which would have a Material Adverse Effect; and

(i) Agent and the other Purchasers shall have completed a

due diligence review of the Company and its Subsidiaries and their respective

records, financial condition and

<PAGE>

operations, which due diligence review shall be satisfactory to Agent and the

other Purchasers in their sole discretion.

Section 7.2 Documents. At or prior to the purchase of the

Securities, the Agent shall have received the following for the account of the

Purchasers (each to be properly executed and completed) and the same shall have

been approved as to form and substance by the Purchasers:

(a) this Agreement, the Notes and the Warrants, duly

executed by the Company, the Guarantors and the Purchasers, as applicable;

(b) (i) the Collateral Documents and the UCC financing

statements requested by the Agent in connection therewith, (ii) copies of

original stock certificates representing all of the issued and outstanding

shares of stock of the Company's Subsidiaries, together with stock powers

therefor executed in blank and undated, (iii) patent, trademark, and copyright

collateral agreements to the extent requested by the Agent, (iv) deposit

account, securities account, and commodity account control agreements to the

extent requested by the Agent and (v) landlord waivers with respect to leased

properties of the Company and its Subsidiaries to the extent requested by the

Agent, which it is hereby agreed by the parties will be delivered on a

post-closing basis with respect to the leased properties in Apex, North Carolina

and on Detroit Street, Morton, Illinois.

each parcel of real property owned by the Company or any of its Subsidiaries;

(d) copies of title insurance policies and date-down

endorsements for each policy of title insurance and all endorsements thereunder

delivered to the Senior Bank Agent in form and substance acceptable to the Agent

(which will, among other things, insure over any survey exception) from the

issuer of such policy or another title insurance company acceptable to the

Agent, maintaining the existing level of coverage under each such policy,

provided that any title policies and endorsements which are not available at the

time of the purchase of the Securities hereunder will be delivered by the

Company to the Agent not later than 90 days after the date hereof, and Agent

shall be named as the named insured on each title policy delivered hereunder;

(e) certified copies of resolutions of the Parent Board

and each Subsidiary Board authorizing the execution and delivery of the

Operative Documents delivered by them and indicating the authorized signers of

such Operative Documents;

(f) copies of the articles of incorporation and by-laws

of the Company and each Guarantor certified as true and correct by the Secretary

or other appropriate officer of the Company or such Guarantor, as the case may

be;

(g) a good standing certificate for the Company and each

Guarantor, dated as of a date no earlier than thirty days prior to the date

hereof, from the appropriate governmental office in the jurisdiction of its

incorporation and in each jurisdiction in which such Person is required to

qualify to do business; and

<PAGE>

(h) an incumbency certificate containing the name, title

and genuine signatures of the Company's Authorized Representatives;

(i) the Company, Agent and the Purchasers and certain

other Persons shall have entered into an Investor Rights Agreement, in form and

substance satisfactory to the Purchasers (the "INVESTOR RIGHTS AGREEMENT"), and

the Investor Rights Agreement shall be in full force and effect;

(j) the Agent shall have received for the account of and

addressed to the Purchasers the favorable written opinions of (i) Illinois

counsel for the Company and the Guarantors and (ii) Georgia counsel for the

Company, each in form and substance acceptable to the Agent and the Purchasers;

(k) the Agent shall have received copies of reliance

letters addressed to the Agent and the Purchasers in form and substance

satisfactory to Agent and the Purchasers relating to any prior environmental

assessments;

(l) the Agent shall have received evidence satisfactory

to it, including without limitation a certificate from the Company's chief

financial officer with supporting documentation satisfactory to the Agent, that

(i) EBITDA for the twelve months ending on February 29, 2004, was not less than

$11,600,000; (ii) the Total Funded Debt/EBITDA Ratio, measured based on Total

Funded Debt projected to be outstanding after giving effect to the Closing

hereunder and under the Senior Credit Agreement and EBITDA for the four fiscal

quarters ended on February 29, 2004, will be less than 4.10 to 1.0; and (iii)

the Total Senior Funded Debt/EBITDA Ratio, measured based on Total Senior Funded

Debt projected to be outstanding after giving effect to the Closing hereunder

and under the Senior Credit Agreement and EBITDA for the four fiscal quarters

ended on February 29, 2004, will be less than 2.90 to 1.0 (as used in this

clause (d), EBITDA shall be understood by the parties to incorporate such

adjustments thereto as are acceptable to the Company and the Agent and shall

specifically exclude the terms of the proviso set forth at the end of the

definition of EBITDA herein);

(m) the Agent shall have received such evaluations and

certifications as it may require (including (i) satisfactory results of a

collateral audit, and (ii) appraisal reports, real estate surveys, flood hazard

determinations and environmental assessments in form and substance satisfactory

to the Agent with respect to the real property of the Company and its

Subsidiaries in order to satisfy itself as to the value of the Collateral, the

financial condition of the Company and its Subsidiaries, and the lack of

material contingent liabilities of the Company and its Subsidiaries;

(n) the Liens granted to the Agent under the Collateral

Documents shall have been perfected in a manner satisfactory to each Lender and

its counsel;

(o) the Borrower and its Subsidiaries shall have entered

into the account arrangements described n Section 4.4 hereof.

(p) the Agent shall have received a fully executed copy

of the Subordination Agreement;

<PAGE>

(q) [Reserved];

(r) the Agent shall have received evidence of insurance

required to be maintained under the Operative Documents, naming the Agent as

mortgagee and loss payee for the benefit of

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