Exhibit 10.12

                             AGREEMENT


     THIS AGREEMENT, dated this 18th day of January, 2000, and entered
 into by and between Plastics Mfg. Company, a Wisconsin corporation
 ("PMC"), Mark G. Sellers ("Mr. Sellers"), Moldmakers Leasing and
 Investments Limited Partnership, LLP, a Wisconsin limited partnership
 ("Leasing"), Moldmakers, Inc., a Wisconsin corporation ("Moldmakers"),
 Statistical Plastics Corporation, a Wisconsin corporation ("SPC"), and
 Prototype Mold & Design, Inc. ("PMD"), a Wisconsin corporation.

     WHEREAS, PMC, Mr. Sellers, Leasing, Moldmakers, SPC, and PMD are
 affiliates of one another within the meaning of the federal securities
 laws; and

     WHEREAS, PMC, Leasing, Moldmakers, SPC, and PMD (collectively
 referred to as the "MGS Companies") sold an aggregate of 722,490 shares
 of PMC common stock (the "Rescission Shares") to various parties during
 the period from August 6, 1999 through and including September 30, 1999
 (the "Sales Period"); and

     WHEREAS, the Rescission Shares sold by PMC and the MGS Companies
 during the Sales Period were not registered under the Securities Act of
 1933, as amended (the "Securities Act"), and were not registered or
 qualified under the securities laws of any state in which such sales
 were made; and

     WHEREAS, PMC, in connection with the sale of 500,000 shares of
 Common Stock to be registered under the Securities Act, intends to
 offer to repurchase the Rescission Shares for the consideration paid
 for such shares, together with applicable interest as required under
 the laws of the states in which such shares were sold, in order to
 effect a legal rescission offer and extinguish any state law claims for
 liability in connection with the unregistered or unqualified sales of
 the Rescission Shares; and

     WHEREAS, Mr. Sellers is a director, partner or officer of, and he
 is, directly or indirectly, the beneficial owner of a majority of the
 outstanding equity interests of, PMC and each of the MGS Companies; and

     WHEREAS, each of Mr. Sellers and the MGS Companies benefitted from
 the sale of the Rescission Shares and believes it is appropriate to
 assume the repurchase obligations associated with the Rescission
 Shares;

     NOW, THEREFORE, PMC, Mr. Sellers, and each of the MGS Companies
 agree as follows:

 1.  CONDUCT OF RESCISSION OFFER.  On or before September 30, 2000, PMC
 shall offer to repurchase all Rescission Shares in such a manner as is
<PAGE>
 designed and intended to eliminate the right of each purchaser of

                                 -1-

 Rescission Shares to seek damages or otherwise assert a liability
 against PMC, Mr. Sellers, and the MGS Companies under the state law
 governing the sale of unregistered or unqualified securities to such
 purchaser.  Accordingly, PMC shall use its best efforts to conduct such
 repurchase offer (the "Repurchase Offer") in accordance with the
 requirements of the applicable provisions of Section 551.59 of the
 Wisconsin Uniform Securities Law, Section 5/13 of the Illinois
 Securities Law of 1953, Section 10-04-17 of the North Dakota Securities
 Act of 1951, and Section 25507 of the California Corporation Code.

 2.  ASSUMPTION OF PMC OBLIGATIONS.  In consideration of the Repurchase
 Offer to be conducted by PMC pursuant to the provisions of paragraph 1:

 (a)      Mr. Sellers agrees to assume the obligations of PMC which
 arise in connection with the repurchase by PMC of 85,500 Rescission
 Shares sold by PMC, including the consideration paid by investors and
 interest at the rate and in the amount determined by applicable state
 law;

 (b)      Leasing agrees to assume the obligations of PMC which arise in
 connection with the repurchase by PMC of 427,440 Rescission Shares sold
 by Leasing, including the consideration paid by investors and interest
 at the rate and in the amount determined by applicable state law;

 (c)      Moldmakers agrees to assume the obligations of PMC which arise
 in connection with the repurchase by PMC of 41,550 Rescission Shares
 sold by Moldmakers, including the consideration paid by investors and
 interest at the rate and in the amount determined by applicable state
 law;

 (d)      SPC agrees to assume the obligations of PMC which arise in
 connection with the repurchase by PMC of 145,500 Rescission Shares sold
 by SPC, including the consideration paid by investors and interest at
 the rate and in the amount determined by applicable state law; and

 (e)      PMD agrees to assume the obligations of PMC which arise in
 connection with the repurchase by PMC of 22,500 Rescission Shares sold
 by PMD, including the consideration paid by investors and interest at
 the rate and in the amount determined by applicable state law.

 3.  PAYMENT.  Each of Mr. Sellers and each of the MGS Companies will
 reimburse PMC within five business days of the receipt of a statement
 from PMC of the amount required to reimburse PMC for all expenses
 incurred by PMC with respect to the obligations of PMC assumed pursuant
 to paragraph 2.  Within five business days of the receipt of payment
 from Mr. Sellers or an MGS Company pursuant to this paragraph 3, PMC
 shall deliver to the payor duly executed stock certificates for that
 number of shares of Common Stock which is equal to the number of
 Rescission Shares for which such payor has assumed PMC's obligations.

                                     -2-
<PAGE>
 4.  STATUS OF SHARES.  Mr. Sellers and each of the MGS Companies each
 warrant and represent that:

 (a)      He or it, as the case may be, will not sell, transfer, or
 otherwise dispose of any shares of Common Stock acquired pursuant to
 this Agreement except pursuant to an effective registration statement
 filed under the Securities Act with the Securities and Exchange
 Commission or an exemption from such registration and in compliance
 with applicable state securities laws; and

 (b)      Any shares of Common Stock to be acquired pursuant to this
 Agreement will be for his or its, as the case may be, own account and
 for investment and without the intention of reselling the same and that
 there is no agreement with others regarding the sale, transfer, or
 other disposition of any of such shares of Common Stock.

 5.  MISCELLANEOUS.

 (a)      ENTIRE AGREEMENT.  This Agreement (including the documents
 referred to herein) constitutes the entire agreement between the
 parties and supersedes any prior understandings, agreements, or
 representations by or between the parties, written or oral, to the
 extent they related in any way to the subject matter hereof.

 (b)      SUCCESSION AND ASSIGNMENT.  This Agreement shall be binding
 upon and inure to the benefit of the parties named herein and their
 respective successors and permitted assigns.  No party may assign
 either this Agreement or any of its rights, interests, or obligations
 hereunder.

 (c)      COUNTERPARTS.  This Agreement may be executed in one or more
 counterparts, each of which shall be deemed an original but all of
 which together will constitute one and the same instrument.

 (d)      HEADINGS.  The section headings contained in this Agreement
 are inserted for convenience only and shall not affect in any way the
 meaning or interpretation of this Agreement.

 (e)      NOTICES.  All notices, requests, demands, claims, and other
 communications hereunder will be in writing.  Any notice, request,
 demand, claim, or other communication hereunder shall be deemed duly
 given if (and then two business days after) it is sent by registered or
 certified mail, return receipt requested, postage prepaid, and
 addressed to the intended recipient as set forth below:

                                     -3-

      If to PMC:

               Mr. Scott W. Scampini
               Executive Vice President
               Plastics Mfg. Company
               W190 N11701 Moldmakers Way
               Germantown, WI  53022

          If to Mr. Sellers, Leasing, Moldmakers, or SPC:
<PAGE>
               Mr. Mark G. Sellers
               President and Chief Executive Officer
               W188 N11707 Maple Road
               Box 1014
               Germantown, WI  53022-8214

 Any party may send any notice, request, demand, claim, or other
 communication hereunder to the intended recipient at the address set
 forth above using any other means (including personal delivery,
 expedited courier, messenger service, facsimile transmission, telex,
 ordinary mail, or electronic mail), but no such notice, request,
 demand, claim, or other communication shall be deemed to have been duly
 given unless and until it actually is received by the intended
 recipient.  Any party may change the address to which notices,
 requests, demands, claims, and other communications hereunder are to be
 delivered by giving the other party notice in the manner herein set
 forth.

 (f)      GOVERNING LAW.  This Agreement shall be governed by and
 construed in accordance with the domestic laws of the State of
 Wisconsin without giving effect to any choice or conflict of law
 provision or rule (whether of the State of Wisconsin or any other
 jurisdiction) that would cause the application of the laws of any
 jurisdiction other than the State of Wisconsin.

 (g)      AMENDMENTS AND WAIVERS.  No amendment of any provision of this
 Agreement shall be valid unless the same shall be in writing and signed
 by the parties.  No waiver by any party of any default,
 misrepresentation, or breach of warranty or covenant hereunder, whether
 intentional or not, shall be deemed to extend to any prior or
 subsequent default, misrepresentation, or breach of warranty or
 covenant hereunder or affect in any way any rights arising by virtue of
 any prior or subsequent such occurrence.

 (h)      SEVERABILITY.  Any term or provision of this Agreement that is
 invalid or unenforceable in any situation in any jurisdiction shall not
 affect the validity or enforceability of the remaining terms and

                                       -4-

 provisions hereof or the validity or enforceability of the offending
 term or provision in any other situation or in any other jurisdiction.

 (i)      SPECIFIC PERFORMANCE.  Each party acknowledges and agrees that
 the other party would be damaged irreparably in the event any of the
 provisions of this Agreement are not performed in accordance with their
 specific terms or otherwise are breached.  Accordingly, each party
 agrees that the other party shall be entitled to an injunction or
 injunctions to prevent breaches of the provisions of this Agreement and
 to enforce specifically this Agreement and the terms and provisions
 hereof in any action instituted in any court of the United States or
 any state thereof having jurisdiction over the parties, in addition to
 any other remedy to which it may be entitled, at law or in equity.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
 as of the date first above written.
<PAGE>
                                   PROTOTYPE MOLD & DESIGN, INC.


 MARK G. SELLERS                   By:     MARK G. SELLERS
 Mark G. Sellers                           Mark G. Sellers
                                           As its President


 MOLDMAKERS LEASING AND            PLASTICS MFG. COMPANY
 INVESTMENTS LIMITED
 PARTNERSHIP, LLP


 By:  MARK G. SELLERS              By:  SCOTT W SCAMPINI
      Mark G. Sellers                   Scott W. Scampini
      As Partner                        As its Executive Vice President


 MOLDMAKERS, INC.                  STATISTICAL PLASTICS CORPORATION


 By:  MARK G. SELLERS              By:  MARK G. SELLERS
      Mark G. Sellers                   Mark G. Sellers
      As its President                  As its President

                                  -5-