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                                                                   EXHIBIT 10.64

                    SECOND AMENDMENT TO AMENDED AND RESTATED
                       NOTE AND WARRANT PURCHASE AGREEMENT

      THIS SECOND AMENDMENT TO AMENDED AND RESTATED NOTE AND WARRANT PURCHASE
AGREEMENT is dated as of December 23, 2005 (this "Amendment"), by and among
Harris Nesbitt Capital, Inc. (f/k/a BMO Nesbitt Burns Capital (U.S.), Inc.), a
Delaware corporation ("HNC" or, in its capacity as agent, "Agent"), BMO Nesbitt
Burns Employee Co-Investment Fund I (U.S.) L.P., a Delaware limited partnership
("U.S. Fund"), BMO Nesbitt Burns Employee Co-Investment Fund Trust, an Ontario
trust ("Canada Trust"), JZ Equity Partners PLC, a company formed under the laws
of England and Wales, ("Jordan"), Prism Mezzanine Fund SBIC, L.P., a Delaware
limited partnership ("Prism" and, together with HNC, U.S. Fund, Canada Trust and
Jordan, the "Purchasers"), Morton Industrial Group, Inc., a Georgia corporation
(the "Company"), and each of the Subsidiaries of the Company executing a
signature page hereto, as a Guarantor.

                                    RECITALS

      A.    Agent, the Purchasers and certain other parties entered into that
certain Amended and Restated Note and Warrant Purchase Agreement dated as of
June 23, 2004 (as amended, modified or restated from time to time, the "Purchase
Agreement").

      B.    The Company has requested that Agent and the Purchasers amend
certain provisions of the Purchase Agreement relating to the Capital
Expenditures limitation for the fiscal year 2005, and Agent and the 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 Incorporation of Purchase Agreement.

      All capitalized terms which are not defined herein shall have the same
meanings as set forth in the Purchase Agreement. Except as specifically set
forth herein, the Purchase Agreement shall remain in full force and effect and
its provisions shall be binding on the parties hereto. All references to "this
Agreement" and similar terms in the Purchase Agreement shall mean the Purchase
Agreement as amended by this Agreement.

SECTION 2 Amendment.

      Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, Section 8.10 of the Purchase Agreement shall be and hereby is
amended by deleting the amount "$5,720,000" for fiscal year 2005 and replacing
it with the amount "$7,000,000."

SECTION 3 Conditions Precedent.

      The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:

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

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

            3.3   Agent shall have received a certified copy of an amendment to
      the Senior Credit Agreement (a) increasing the capital expenditures
      limitation covenant therein to an amount not less than $7,000,000 for
      fiscal year 2005 and (b) amending the Fixed Charge Coverage Ratio to
      levels satisfactory to Agent, and which shall otherwise be in form and
      substance acceptable to Agent.

            3.4   The representations and warranties of the Company contained in
      Section 4 of this Amendment shall be true and correct in all material
      respects as of the date hereof and as of the effective date of this
      Amendment.

            3.5   The Borrower shall have paid to Agent, for its benefit, an
      amendment fee in the amount of $2,500.00.

SECTION 4 Representations.

      In order to induce Agent and the Purchasers to execute and deliver this
Amendment, the Company and the Guarantors hereby represent and warrant to the
Purchasers and Agent that as of the date hereof, and after giving effect to this
Amendment, (a) this Amendment has been duly authorized by all necessary
corporate action on the part of the Company and the Guarantors, has been duly
executed by the Company and the Guarantors, constitutes the legal, valid and
binding obligation of the Company and the Guarantors, and is enforceable against
the Company and the Guarantors in accordance with its terms; (b) no Event of
Default exists under the Purchase Agreement; (c) upon the effectiveness of this
Amendment, the Company hereby reaffirms that all covenants, representations and
warranties made in the Purchase Agreement and the other Operative Documents, to
the extent that the same are not amended hereby, are true and complete in all
material respects as if remade as of the effective date of this Amendment
(except to the extent stated to relate to a specific earlier date, in which case
such representations, warranties and covenants are true and correct as of such
earlier date); and (d) the Company is in full compliance with all of the terms
and conditions of the Purchase Agreement.

SECTION 5 Miscellaneous.

            5.1   Upon the effectiveness of this Amendment, on and after the
      date of this Amendment, each reference in the Purchase Agreement to "this
      Agreement," "hereunder," "hereof," "herein" or words of like import shall
      mean and be a reference to the Agreement as amended hereby (except that
      for all purposes, the "date hereof" and words of similar import shall mean
      June 23, 2004).

            5.2   Except as specifically modified above, the Purchase Agreement
      and all other documents, instruments and agreements executed and/or
      delivered in connection therewith shall remain in full force and effect,
      and are hereby ratified and confirmed.

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            5.3   The execution, delivery and effectiveness of this Amendment
      shall not operate as a waiver of any right, power or remedy of Agent or
      the Purchasers, nor constitute a waiver of any provision of the Purchase
      Agreement or any other documents, instruments or agreements executed
      and/or delivered in connection therewith (except as expressly set forth
      herein). Nothing herein shall constitute a waiver by Agent or the
      Purchasers of any existing or hereafter arising Event of Default nor shall
      Agent's and the Purchasers' execution and delivery of this Amendment
      establish a course of dealing among Agent, the Purchasers, the Company or
      any other obligor or in any other way obligate Agent or any of the
      Purchasers to provide hereafter any further consents, waivers or
      modifications with respect to the Purchase Agreement.

            5.4   The Company may have herewith and heretofore executed and
      delivered to Agent, on behalf of the Purchasers, certain Operative
      Documents, and the Company hereby acknowledges and agrees that,
      notwithstanding the execution and delivery of this Amendment, the
      Operative Documents remain in full force and effect and the rights and
      remedies of Agent and the Purchasers thereunder, the obligations of the
      Company thereunder and the liens and security interests created and
      provided for thereunder remain in full force and effect and shall not be
      affected, impaired or discharged hereby. Nothing herein contained shall in
      any manner affect or impair the priority of the liens and security
      interests created and provided for in the Operative Documents as to the
      indebtedness which would be secured thereby prior to giving effect to this
      Amendment.

            5.5   The Company agrees to pay on demand all costs and expenses of
      or incurred by Agent and the Purchasers in connection with the
      negotiation, preparation, execution and delivery of this Amendment and the
      other instruments and documents executed and delivered in connection with
      the transactions described herein (including the filing or recording
      thereof), including the fees and expenses of counsel for Agent and the
      Purchasers.

            5.6   This Amendment shall be governed by and construed in
      accordance with the internal laws (as opposed to the conflict of law
      provisions) of the State of Illinois.

            5.7   Section headings in this Amendment are included herein for
      convenience of reference only and shall not constitute a part of this
      Amendment for any other purpose.

            5.8   This Amendment may be executed by one or more of the parties
      to the Amendment on any number of separate counterparts, and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument. Delivery of an executed counterpart of this Amendment by
      telefacsimile shall be equally as effective as delivery of a manually
      executed counterpart of this Amendment. Any party delivering an executed
      counterpart of this Amendment by telefacsimile shall also deliver a
      manually executed counterpart of this Amendment, but the failure to
      deliver a manually executed counterpart shall not affect the validity,
      enforceability, and binding effect of this Amendment.

            5.9   The parties hereto have participated jointly in the
      negotiation and drafting of this Amendment and the Purchase Agreement. In
      the event an ambiguity or question of intent or interpretation arises,
      this Amendment and the Purchase Agreement as hereby

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      amended shall be construed as if drafted jointly by the parties hereto,
      and no presumption or burden of proof shall arise favoring or disfavoring
      any party by virtue of the authorship of any provisions of this Amendment
      or the Purchase Agreement.

            5.10  The amendments to the Purchase Agreement contemplated by this
      Amendment shall be deemed effective immediately upon the full execution of
      this Amendment and without any further action required by the parties
      hereto. There are no conditions precedent or subsequent to the
      effectiveness of this Amendment.

            5.11  This Amendment may be executed in two or more counterparts,
      each of which shall be deemed an original, and all of which together shall
      constitute one and the same instrument. One or more counterparts of this
      Amendment may be delivered by facsimile, with the intention that delivery
      by such means shall have the same effect as delivery of an original
      counterpart thereof.

                            [SIGNATURE PAGES FOLLOW]

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           SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED
                       NOTE AND WARRANT PURCHASE AGREEMENT

      IN WITNESS WHEREOF, the undersigned parties have executed this Second
Amendment to Amended and Restated Note and Warrant Purchase Agreement as of the
day and year first above written.

                                         HARRIS NESBITT CAPITAL, INC. (f/k/a BMO
                                         NESBITT BURNS CAPITAL (U.S.), INC.),
                                         individually and as Agent

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         BMO NESBITT BURNS EMPLOYEE CO-
                                         INVESTMENT FUND I (U.S.) L.P.

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         BMO NESBITT BURNS EMPLOYEE CO-
                                         INVESTMENT FUND TRUST

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         JZ EQUITY PARTNERS PLC

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         PRISM MEZZANINE FUND SBIC, L.P.

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         MORTON INDUSTRIAL GROUP, INC.

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

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           SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED
                 NOTE AND WARRANT PURCHASE AGREEMENT (CONTINUED)

                                         MORTON METALCRAFT CO.

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         MORTON METALCRAFT CO. OF NORTH
                                         CAROLINA

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         MORTON METALCRAFT CO. OF SOUTH
                                         CAROLINA

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         MID CENTRAL PLASTICS, INC.

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________

                                         B&W METAL FABRICATORS, INC.

                                         By:______________________________
                                         Name:____________________________
                                         Its:_____________________________