THIRD AMENDMENT TO AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 99.2

THIRD AMENDMENT TO AMENDED
AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT

     This Third Amendment to Amended and Restated Note and Warrant Purchase Agreement (herein, this “ Amendment ”) is made as of May 12, 2006, by and among Harris Nesbitt Capital, Inc., a Delaware corporation (“ HNC ” or, in its capacity as agent, the “ Agent ”), and Prism Mezzanine Fund SBIC, L.P., a Delaware limited partnership (“ Prism ” and, together with HNC, the “ Majority Purchasers ”), Morton Industrial Group, Inc., a Georgia corporation (the “ Company ”), and each of the Subsidiaries of the Company executing a signature page hereto, as a Guarantor.

RECITALS

     A. The Agent, the Majority Purchasers and the other Purchasers extended credit to the Company on the terms and conditions set forth in that certain Amended and Restated Note and Warrant Purchase Agreement dated as of June 23, 2004 (as thereafter amended, restated, supplemented or otherwise modified from time to time, the “ Purchase Agreement ”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Purchase Agreement.

     B. The Company has requested that the Agent and the requisite Purchasers agree to amend (i) the Fixed Charge Coverage Ratio for the fiscal quarters ending March 31, 2006, and June 30, 2006, and (ii) the Capital Expenditures limitation, and the Agent and the Majority Purchasers are willing to do so on the terms and conditions set forth in this Amendment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     SECTION 1 Amendments . Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Purchase Agreement shall be and hereby is amended as follows:

          1.1 Section 8.9 of the Purchase Agreement (Fixed Charge Coverage Ratio) is hereby amended and restated to read in its entirety as follows:

          Section 8.9 Fixed Charge Coverage Ratio . The Company will not, as of the last day of each fiscal quarter of the Company ending on the dates set forth below, permit the Fixed Charge Coverage Ratio to be less than:

          1.2 Section 8.10 of the Purchase Agreement (Capital Expenditures) is hereby amended and restated to read in its entirety as follows:

          Section 8.10 Capital Expenditures . The Company shall not, nor shall it permit any Subsidiary to, expend or (without duplication) become obligated to expend, in each case for Capital Expenditures aggregating for the Company and its Subsidiaries (taken together) in excess of (a) $9,900,000 in the aggregate for the four (4) fiscal quarters ending June 30, 2006, (b) $9,350,000 in the aggregate for the four (4) fiscal quarters ending September 30, 2006, (c) $7,700,000 in the aggregate for the four (4) fiscal quarters ending December 31, 2006, and (d) $7,700,000 in the aggregate for the fiscal year ending December 31, 2007, and a like amount in each fiscal year ending thereafter).

     SECTION 2 Conditions Precedent . The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

          2.1 The Company, the Agent, the Majority Purchasers, and the Guarantors shall have executed and delivered this Amendment.

          2.2 The Agent shall have received (a) a copy of an executed amendment to the Senior Credit Agreement and (b) an executed counterpart of the Second Amendment to Subordination and Intercreditor Agreement, each in form and substance acceptable to the Agent.

          2.3 The Company shall have paid to the Agent an amendment fee of $50,000 for the ratable benefit of the Purchasers.

          2.4 Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.

     SECTION 3 Conditions Subsequent . The Compa