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                                                                   EXHIBIT 10.29

                                   AGREEMENT

            THIS AGREEMENT, entered into this 20th day of December, 1998, by and
between ADAM WUEST, INC., its successors or assigns, party of the first part
(hereinafter designated as the "Employer"), and the UNITED STEELWORKERS OF
AMERICA, AFL-CIO-CLC, party of the second part (hereinafter designated as the
"Union"), acting through its agent, LOCAL UNION NO. 156-U, for itself and in
behalf of the Employees now employed and hereinafter employed by the Employer
and collectively designated herein as the "Associates".

                                    PREAMBLE

            WHEREAS, the parties hereto desire to cooperate in maintaining a
proper and suitable management-labor relationship; and

            WHEREAS, the parties hereto desire to establish fair and equitable
terms and conditions of employment; and

            WHEREAS, the parties have now agreed upon various provisions in
fulfillment of the aforementioned purposes and now desire to enter into a labor
agreement incorporating said provisions covering terms and conditions of
employment.

                                   WITNESSETH:

            NOW, THEREFORE, in consideration of the promises and of mutual
covenants and agreements of the parties hereinafter set forth, the parties do
hereby agree as follows:

                                    ARTICLE I

                         DESIGNATION OF BARGAINING UNIT

            A.     Recognition: The Employer recognizes the Union as the sole
and exclusive bargaining agent for all production, maintenance, shipping
and receiving Associates of the Employer with regard to wages, hours, and other
conditions of employment, excepting that the provisions of this Agreement shall
not apply to office and clerical Associates, and guards, watchmen, and
professional and supervisory Associates, and any such other Associates excluded
from the appropriate bargaining unit under the Labor Management Relations Act of
1947 as amended.

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            B.     Mutual Cooperation: The Union shall cooperate with the
Employer to promote the welfare of the Employer and efficiency of its factory
operations.

            C.     Union Membership:

                   1. It shall be a condition of employment that all Associates
of the Employer covered by this Agreement who are members of the Union in good
standing on the execution date of this Agreement shall remain members in good
standing, and those who are not members on the execution date of this Agreement
shall, after the thirtieth (30th) day following the execution date of this
Agreement, become and remain members in good standing in the Union.

                   2. It shall also be a condition of employment that all
Associates covered by this Agreement and hired after its execution date shall,
after the thirtieth (30th) day following the beginning of such employment,
become and remain members in good standing in the Union. The Employer shall
notify the Union when an Associate has completed thirty days of employment.

            D.     Check-Off: The Employer agrees that all Union financial
obligations consisting of dues, initiation fees and assessments as designated by
the International Secretary-Treasurer due from the Employees to the Union shall
be immediately forwarded to the USWA International Secretary-Treasurer of the
Union, together with a list of names and the amounts transmitted on behalf of
said Associates respectively. Such deduction and remittance shall be made on the
third (3rd) pay period of the month.

            E.     Indemnification: The Union shall indemnify and save the
Employer harmless against any and all claims, demands, suits or other
forms of liability that shall arise out of or by reason of action taken or not
taken by the Employer for the purpose of complying with any of the provisions of
this Article.

            F.     Right of Visitation: The duly elected or properly designated
representative of Local No. 156-U shall have access to the plant during regular
business hours upon reasonable notice to the Plant Manager or his representative
for the purposes of adjustment of disputes and/or grievances and for the
investigation of matters herein described and covered by this Agreement,
provided this right or privilege shall be reasonably used. The authorized
representative shall be subject to all plant rules and regulations while engaged
in such a visit. Such visits shall not interfere with the proper conduct of the
business nor the work of any Associate except the Union Shop Steward and/or the
aggrieved Associate.

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            G.     Union Shop Committee:

                   1. Stewards: The number of Shop Stewards shall be fixed at
four (4), to consist of one (1) Chief Shop Steward and three (3) Departmental
Stewards. The number of Stewards may be increased or decreased by mutual
agreement between the Employer and the Union.

                   2. Time Off: An elected officer or committee member will be
afforded time off as required to conduct official Union business or attend
official Union functions. No more than two (2) Associates in a department may be
on authorized Union business leave at one time not to exceed two (2) days. The
Union shall give the Employer two (2) weeks' advance notice of such leave of
absence request.

                   3. Department Visit:

                      a.  The Chief Shop Steward shall on application to his
supervisor be permitted necessary time to visit other departments of the plant
for the purpose of handling or investigating grievances under the provisions of
Section XIII of this Collective Bargaining Agreement.

                      b.  No Union Steward shall leave his job for the purpose
of handling grievances or transacting other Union business without first
requesting and receiving permission from his supervisor.

                      c.  No Union Steward shall go into another department
for the purpose of handling grievances or transacting other Union business
without first requesting and receiving permission from the supervisor of the
department into which he is seeking entry. Such permission shall not be
arbitrarily withheld by the supervisor.

                   4. Grievance Investigation: Except in cases of emergency,
grievances shall be investigated and discussed outside of normal working hours.

                   5. Pay For Lost time: Stewards will be paid their regular
rate of pay for necessary time lost during working hours within the workweek for
the handling of grievances as outlined in Article XIII of this Collective
Bargaining Agreement entitled "Adjustment of Grievances".

                   6. Separability: No agreement or understanding entered into
between a Union Steward and the Employer shall be binding or enforceable if
contrary to any of the terms or provisions of this Agreement.

                   7. Super Seniority: Union Stewards shall head their
departmental seniority list while serving as such. In case of a layoff, a Union
Steward shall be the last to be laid off within his department provided he can
do the work available.

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            H.     Bulletin Boards: The Employer shall provide the Union with
Bulletin Boards in the plant, which the Union shall have the privilege of using,
provided, however, that the Bulletin Boards are to be used for Union business
only and all matters to be posted on the Bulletin Boards shall first be
submitted to the Plant Manager. One Bulletin Board shall be kept under glass
with lock and key.

                                   ARTICLE II

                                   MANAGEMENT

            A.     Rights: The Employer retains management rights such as: The
right to hire, transfer, promote, discharge or discipline for cause, lay
off and recall, and maintain discipline and efficiency of Associates; the
determination of type of products to be manufactured; the location of plants;
the planning and scheduling of production; the setting of standards and fair
rates; the classification of jobs; to increase, decrease, add or abolish
sections or departments; to use improved methods or equipment, and to make rules
of procedure and conduct and all other rights not specifically taken away by the
terms of this Agreement. These rights will not be used for the purpose of
discrimination against any Associate, provided, however, that in the exercise of
such rights the Employer shall not alter or violate any of the provisions of
this Agreement.

            B.     Supervisors Working: Supervisors will not do work normally
done by Associates covered by this Agreement. Both parties agree, however, that
supervisors shall be permitted to perform any work necessary to overcome
personnel, mechanical, production, or operational difficulties such as
absenteeism, training, test running of all machinery and/or equipment in the
course of research, experimental, developmental, or prototype work, and to
protect the safety of Associates and/or equipment.

                                   ARTICLE III

                          PROCEDURE IN DISCHARGE CASES

            A.     Notification:

                   1. The Employer shall not discharge any Associate without
just cause. Prior to the discharge of any Associate, the Employer shall notify
the Chief Shop Steward or the Union for the purpose of giving them the
opportunity to discuss the prospective discharge with the Employer before it
becomes effective. However, no such notice need be given where the cause of the
discharge is sabotage, dishonesty, unauthorized possession or drinking of any
alcoholic beverage on Company property or while on job assignment, drunkenness
on Company property or while on job assignment, use, possession, distribution,
sale or offering

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for sale of illegal drugs or any controlled substance on Company property
or on Company time, or refusal to follow instructions.

                   2. Where the cause of discharge is sabotage, dishonesty,
unauthorized possession or drinking of any alcoholic beverage on Company
property or while on job assignment, drunkenness on Company property or while on
job assignment, use, possession, distribution, sale or offering for sale of
illegal drugs or any controlled substance on Company property or on Company
time, or refusal to follow instructions, the Employer shall notify a
representative of the Union within four (4) hours after such discharge occurs.

            B.     Grievance: Any Associate who has a grievance arising out of a
discharge may file a grievance with respect to said discharge within three (3)
working days after the discharge occurs, in accordance with the procedures set
forth for the adjustment of grievances in Article XIII of this Collective
Bargaining Agreement. All discharge cases shall be given precedence for
disposition under the Grievance Procedure established by this Collective
Bargaining Agreement, and any discharge case submitted to arbitration shall be
adjudicated immediately.

            C.     Reinstatement: Associates found to have been improperly
suspended, laid off, or discharged shall be reinstated with full seniority
rights, and shall be compensated for all time lost except as may otherwise be
decided by mutual agreement between the Employer and the Union, or by a decision
of the impartial arbitrator, if any.

                                   ARTICLE IV

                                  HOURS OF WORK

            A.     Work Day and Work Week:  This Section defines the normal
hours of work and shall not be construed as a guarantee of hours of work per day
or per week.

                   1. The standard workweek shall consist of forty (40) hours
and shall run Monday through Friday.

                   2. The standard workday shall consist of eight (8) hours and
run Monday through Friday

                   3. An Associate's workweek shall be a calendar week beginning
on Monday at the regular starting time of the shift to which he is assigned.

                   4. All Associates shall receive a thirty (30) minute lunch
period.


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            B.     Daily Work Schedule: The regular daily work schedule for
first shift Associates shall be from 6:30 a.m. to 3:00 p.m., second shift
from 5:00 p.m. to 1:30 a.m. Monday - Thursday and 3:00 p.m. to 11:30 p.m.
Fridays, unless it becomes necessary to arrange to shift schedules different
from the above schedule due to such things as the need for additional shifts, to
provide for continuous operations, or to comply with Federal or State laws.

            C.     Reduction of Hours: In the event the Employer finds it
necessary to reduce operations, it may, at its option, also reduce the
scheduled hours of work per week instead of, or in addition to, reducing the
work force as provided for in Article IX, Seniority; provided, however, that if
the straight time hours in any one (1) week drop below thirty-two (32), or the
reduction lasts more than three (3) consecutive weeks, the Employer shall
declare a layoff until work can be resumed to the normal periods referred to in
Section A 1 of this Article.

            D.     Rest Period:

                   1. All Associates shall be granted two (2) ten minute rest
periods each day without deduction in pay; one (1) of said rest periods shall be
in the first half, and the other in the second half of the shift. An additional
ten (10) minute rest period shall be allowed after the ninth hour of work when
ten (10) hours of work are scheduled.

                   2. All Associates are required to remain working at their
work stations until the start of their scheduled rest period and are required to
be back at their work stations ready to resume work at the end of their rest
period. Any abuse of such rest period shall subject Associates to disciplinary
action.

                                    ARTICLE V

                                  REPORTING PAY

            A.     Pay: A minimum of four (4) hours pay at his previous average
quarterly hourly rate will be paid to an Associate reporting for work at his
scheduled starting time and who has not been notified prior thereto not to
report for work. If the Employer cannot use such Associate in his regular
capacity, it may avail itself of the Associate's services for the four (4) hour
period in any other capacity. If the Associate refuses such assignment, he shall
not receive the four (4) hours pay. However, the Employer shall not be liable
for reporting pay if failure to provide work is the result of emergencies beyond
the control of the Employer such as fire, storm, power failure, labor dispute at
the plant, or other Acts of God.

            B.     Associate Obligation: The provisions of this Section shall
not apply if the Associate was absent the previous day so that he did not
get the notice not to report for work, or if the Employer was

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prevented from notifying him by reason of the fact that the Personnel
Office does not have his correct home telephone number or home address. If any
Associate is tardy or leaves his work voluntarily, he shall be paid only for the
amount of time actually worked on that particular day.

                                   ARTICLE VI

                                    OVERTIME

            A.     TIME AND ONE-HALF (1-1/2) shall be paid:

                   1. For all hours worked in excess of eight (8) hours in a
workday.

                   2. For all hours worked in excess of forty (40) hours in a
normal workweek.

                   3. For hours worked on Saturday as such, providing that if
the Associate is absent from work any day during the regular workweek through no
fault of the Employer the Associate shall not be entitled to overtime pay for
work performed on Saturday. However, if the absence from work during the regular
workweek (other than an absence on Friday) was occasioned solely by illness or
injury (supported by a doctor's statement stating that the Associate was
physically unable to work on the day in question), then the hours worked on
Saturday as such will be paid at time and one-half (1-1/2).

                   4. Those holidays specified in Article VII of this Agreement
shall be considered as days worked for the purpose of computing overtime pay,
provided the Associate qualifies for holiday pay.

                   5. Overtime pay for incentive rated Associates shall be
computed on the basis of one and one-half (1-1/2) times their average hourly
rate of pay while on incentive.

                   6. Overtime pay for hourly rated Associates shall be computed
on the basis of one and one-half (1-1/2) times their regular hourly rate of pay.

            B.     DOUBLE TIME shall be paid:

                   1. For all work performed on Sundays providing that if the
Associate is absent from work at any time during the regular workweek through no
fault of the Employer, the Associate shall be paid only at the rate of time and
one-half (1-1/2) for all work performed by him on Sundays.

                   2. Double time plus holiday pay shall be paid for all time
worked on those holidays specified in Article VII of this Agreement. It is
understood, however, that an Associate shall not be eligible for double time for
hours worked during a paid holiday where the beginning or

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concluding hours of the regularly scheduled shift hours overlap the
holiday.

            C.     Schedule: All scheduled overtime work shall be distributed as
equally as practicable among Associates within a department and by shifts who
normally perform the work available. If additional help is required, Associates
with the greatest seniority in the department on the shift and capable of doing
the job in that department will be selected. If it becomes necessary to go
outside of that particular department, plantwide seniority on the shift will
prevail, provided the Associate is capable of doing the job. Associates shall
work until scheduled production is completed.

                   The Company will post a list each week on Monday for
voluntary Saturday overtime; any Associate wishing to volunteer must sign
this list to be eligible for volunteer Saturday overtime. Any Associate
scheduled for mandatory Saturday overtime may make a request to their supervisor
to be replaced by the senior qualified Associate who has signed the voluntary
overtime list. The supervisor, at his discretion, may offer the overtime to the
senior qualified Associate on the list who is not already scheduled to work on
Saturday. The selected Associate will be paid his own hourly base rate or the
rate on the job, whichever is greater.

            D.     Notification:  Where reasonably practical, and excepting
emergencies, the Employer will give:

                   1.    Notice of Saturday scheduled overtime by 10:30 A.M. on
                         Friday; and

                   2.    Notice within the fourth (4th) hour of work of the
                         scheduled production for the day.

            E.     Assignment: The Union recognizes the necessity of a
reasonable amount of overtime work during certain periods. Senior
Associates in the job classification in the department and on the shift who
normally perform the work shall first be offered the overtime. If such senior
Associates refuse overtime, then the Employer may require qualified junior
Associates in the job classification in the department and on the shift to work
the overtime. If the number of needed junior Associates working overtime is not
sufficient to maintain production, senior qualified Associates may be required
to work the overtime. Associates who are assigned to work overtime will be those
who normally perform the work on which overtime is required. However, the
Company reserves the right to change such overtime assignment if required by
operational, personnel, or mechanical difficulties encountered on the original
overtime assignment, in which case such Associates can work on such changed
assignment up to and including four (4) hours.

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            F.     Definition:

                   1. A reasonable amount of overtime is defined as: Two (2)
hours per day for daily overtime (Monday through and including Thursday) and
eight (8) hours for weekend overtime, but the combination of daily overtime and
weekend overtime shall not exceed sixteen (16) hours per week except on a
voluntary basis.

                   2. If the Employer posts notice one (1) week in advance of a
reasonable number of hours to be worked overtime regularly, in any department,
in excess of eight (8) hours per day or forty (40) hours per week, such hours,
although to be compensated in accordance with overtime and premium pay, shall
continue as the regular work schedule of said department until notice of
termination is given in the same manner.

            G.     Failure to Report:  An Associate who accepts the opportunity
to work overtime and fails to report, unless supported by justifiable excuse,
will be subject to disciplinary action.

            H.     No Pyramiding: There shall be no duplication or pyramiding of
overtime or other premium pay. Work compensated for at overtime or premium rates
shall not be counted further for any purpose in determining overtime or premium
pay under same or any other provision of this Agreement.

                                   ARTICLE VII

                                    HOLIDAYS

            A.     Amount:   Associates shall be paid for New Year's Day, Good
Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, the
Friday after Thanksgiving Day, the working day immediately preceding Christmas
Day, Christmas Day, and New Year's Eve Day providing they meet all of the
following eligibility rules:

            B.     Eligibility:

                   1. The Associate must have seniority as of the date of the
holiday.

                   2. The Associate must have worked the last scheduled workday
prior to and the next scheduled workday after such holiday.

                   3. The Associate must have worked within thirty (30) days
before the holiday or within thirty (30) days after the holiday.

                   4. Section B 1 above shall not prevent payment of holiday
pay:

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                         a.    In the event an otherwise eligible
Associate is hospitalized or off sick the day before or the day after a holiday,
provided said Associate works some time during the week in which the holiday
falls and further provided that the absence is supported by a doctor's
certificate stating that the Associate was physically unable to work on the day
in question.

                         b.    If excused by the Employer for a legitimate
reason beyond the control of the Associate.

                   5.  Associates with one (1) or more years of seniority at
the time of their birthday will be granted:

                         a.    An additional eight (8) hours of straight
time pay for working on their birthday, or

                         b.    At the Associate's option, his birthday off
with pay.

            C.     Birthday:  If the Associate opts to take his birthday off, he
must give the Company one (1) week's advance written notice that he
desires his birthday off and the Company may restrict the total number of such
elections in any given week to not more than one (1) Associate in a department
and/or not more than two (2) Associates plantwide. Birthdays falling on Sunday
will be observed on the following Monday, and birthdays falling on a Saturday
will be observed on the preceding Friday. If a birthday falls during an eligible
Associate's paid vacation or on a paid holiday, he will receive the eight (8)
hours straight time pay without working on his birthday.

            D.     Pay:

                   1. Hourly rated Associates eligible under these provisions
shall receive eight (8) hours pay at their regular straight time hourly rate
exclusive of night shift bonus and overtime premiums for such holidays.

                   2. Incentive rated Associates eligible under these provisions
shall receive eight (8) hours pay at their average hourly rate exclusive of
night shift and overtime premiums for the last calculated calendar quarter
previous to the week in which the holiday occurs.

            E.     Holidays During Vacation Periods: In the event a holiday
occurs during an Associate's paid vacation period, such Associate, who is
otherwise eligible, shall receive holiday pay for same, in addition to another
vacation day off without pay. Such additional vacation day off must be either
the Friday immediately preceding the Associate's vacation period or the Monday
immediately following the Associate's vacation period, or another day, at the
Employer's option.

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            F.     Holidays on Weekend:

                   1. When any of the above-mentioned holidays fall on Sunday
and the day following is observed as the holiday by the State or Federal
government, it shall be paid as such holiday.

                   2. When any of the above-mentioned holidays falls on a
Saturday, eligible Associates shall, at the option of the Employer, be given the
preceding Friday off from work or an extra day's pay at such Associate's regular
straight-time hourly rate.

                   3. If an Associate accepts overtime work on Saturday and
fails to report as scheduled, he will forfeit his holiday pay in those instances
where the paid holiday falls on the succeeding Monday.

                   4. Should the celebration date(s) of any of the above
designated holidays be changed by state legislation so as to affect private
Employers, such holiday celebration date(s) will be changed to conform to such
legislation.

                                  ARTICLE VIII

                                    VACATIONS

            A.     Eligibility: Associates become eligible for vacation benefits
after completing one (1) year of full time employment. The year begins on the
hire date and ends on the anniversary of the hire date.

            B.     Amount and Pay: Associates shall receive vacations with pay
according to the following formula:

<TABLE>
<CAPTION>

               Years of                   Vacation              Amount of
          Continuous Service                Weeks              Vacation Pay
          ------------------              --------             ------------
          <S>                             <C>                  <C>

                     1                        2                     4%
                     5                        3                     6%
                     15                       4                     8%
</TABLE>

            C.     Schedule: Vacation scheduling for the calendar year will
occur during January. During January, Associates shall make the period
during which they would like to take their vacations known to the Employer. The
Employer will notify Associates of vacation schedules by February 15th. The
Employer may require Associates to reschedule their vacations from requested
dates to other dates if business considerations (e.g., production, demands,
efficiency, etc.) make such rescheduling prudent. Conflicting vacations schedule
requests will be resolved on the basis of associate seniority.

            D.     Advance and Consecutive Weeks: Vacation pay shall be given to
an Associate on his last working day prior to going on vacation. Vacation
pay shall be given in a separate check and not included as part


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of this regular payroll check. Associates eligible for a 3rd and/or 4th
week of vacation may request payment for these weeks in advance of when the
vacation time is taken with adequate notice to the Employer. An Associate may
request consecutive weeks of vacation, not more than once in a calendar year.

            E.     Plant Shut Down:  The Employer retains the right to schedule
any vacation periods and/or to close the plant or any part thereof for
all or part of any vacation period. However, if the Employer elects to shut down
for vacation purposes, it shall post a notice to that effect on or before April
1st of each vacation year and Associate vacations will be taken during such
vacation shutdown periods. The vacation shutdown period(s) shall be one (1) week
at Christmastime, and, if a second shutdown period is scheduled, it will be an
additional one (1) week sometime during the period from June 1st to August 31st.
Associates eligible for four (4) weeks' vacation in a given vacation year may
elect to take two (2) weeks' vacation in a row by including the week immediately
preceding or the week immediately following any vacation shutdown period during
the period from June 1st to August 31st provided:

                   1. That eligible Associates so desiring give the Employer
written notice to that effect by April 1st of each vacation year. The Employer,
in turn, will advise each Associate so requesting of his acceptance or rejection
by the following May 1st.

                   2. That the Employer may restrict the total number of such
elections in any given vacation year to one-fifth (1/5th) of the total number of
eligible Associates as of May 1st.

                   3. That such elections will be by seniority on a rotating
basis each vacation year with the Employer reserving the right to restrict such
elections by department, job classification, or other groups whose vacations
usually affect one another by postponing such two (2) weeks vacation in a row
until a later vacation year on a rotating basis.

                   4. That the Employer reserves the right to allocate the
number of eligible Associates off the week immediately preceding and/or the week
immediately following any vacation shutdown period so as to arrange such
vacation schedules most suitable to the department and/or job classification
involved, and in such a way that will cause the least interruption to
production.

                   5. Notwithstanding anything to the contrary contained in
Section E 2 and E 4 above, it is not the intention of the Employer to utilize
the provisions of Section E 2 and E 4 above to reduce the number of eligible
Associates granted such two (2) weeks vacation in a row below one-fifth (1/5th)
of the total number of eligible Associates as of May 1st of any given vacation
year.

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                   6. In the event of a vacation shutdown, any available work
including inventory and plant clean-up will be offered first to qualified
Associates by classification seniority. Vacations outside of the vacation
shutdown shall be arranged by the Employer for such times of the year so as to
not interfere with efficient scheduling of operations in the plant.

            F.     Third and Fourth Weeks:

                   1. Associates entitled to three (3) weeks vacation or four
(4) weeks vacation under the provisions of this Section shall have the third
(3rd) week or fourth (4th) week scheduled at any time during the year at the
discretion of the Employer so as to minimize any disruption in production
schedules of the plant.

                   2. Preference shall be given based upon an Associate's
seniority to an Associate's choice of when he may take his third (3rd) or fourth
(4th) week of vacation in accordance with the schedule to be mutually agreed to
between a representative of the Employer and a representative of the Union.

                   3. An Associate with four (4) weeks of vacation may request
the Employer buy back of up to two (2) weeks of vacation pay. An Associate with
three (3) weeks of vacation may request buy-back of one (1) week's vacation. If
an Associate asks for a buy-back of vacation and the Employer agrees, then that
vacation shall be viewed as taken upon payment.

            G.     Leave of Absence: Time spent on authorized leave of absence
shall be considered as time worked for the purpose of computing vacation
eligibility. However, an Associate must have been actively employed for at least
forty (40) hours during the previous vacation year to be eligible for any
vacation payment.

                                   ARTICLE IX

                                    SENIORITY

            A.     Probationary Period:

                   1. All new Associates shall be considered as being on
probation for a period of thirty (30) working days plus any extension of such
probationary period as provided herein. The probationary period of any new
Associate may be extended by the Employer, except for those Associates who were
brought in as casual labor, but not to exceed thirty (30) more working days or a
total of sixty (60) working days. The Employer will notify the Union in writing
of any new Associate hired and their start date within the first week of their
employment.

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                   2. During the probationary period, a new Associate shall not
be entitled to seniority within the meaning of this Agreement and may be laid
off, disciplined, suspended, or discharged as exclusively determined by the
Employer.

                   3. After the successful completion of such probationary
period, a new Associate's seniority shall be computed from his latest date of
hire and his name placed upon the seniority list.

            B.     Loss:  Seniority is to be established and based on continuous
service and shall date from the beginning date of last regular employment unless
broken by any one of the following:

                   1. Voluntary quit.

                   2. Discharge for cause.

                   3. Falsifying the reason for obtaining a leave of absence.

                   4. Absence from work for three (3) consecutive working days
without notifying the Employer.

                   5. Failure to report for work within three (3) days after
receiving notice of recall after a layoff given by the Employer by registered
mail or mailgram and addressed to the Associate at his last known address
appearing on the records of the Employer.

                   6. Retirement.

                   7. Failure to return to work after expiration of authorized
leave of absence.

                   8. After twelve (12) consecutive months of being on layoff
status.

                   9. Falsifying employment record.

                  10. Is absent from work because of personal illness or
accident and fails to keep the Employer notified monthly.

                  11. After being continuously absent while on a Worker's
Compensation leave of absence or extended illness leave of absence for a period
in excess of twelve (12) months or the Associate's seniority at the time when
the absence first began, whichever is shorter.

            C.     Layoff and Recall:

                   When it is necessary to lay off or recall Associates,
plantwide seniority shall prevail. If two (2) Associates are hired on the same
day in the same department, seniority will be based on


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alphabetical order using their last names. If two (2) Associates are
transferred on the same day to the same department, they will be listed on the
departmental roster in plantwide seniority sequence. The Associate with the
least amount of plantwide seniority shall be the first laid off and the last
recalled in the department. Any Associate laid off as the result of a
departmental layoff, who is still on layoff status at the end of five (5)
working days, having more seniority plantwide than some Associates in other
departments, shall have the right to exercise his plantwide seniority to replace
the least senior Associate in the point of seniority in the plant whose work, in
the judgment of the Employer, he has the ability to perform, provided he
exercises this right at the end of the five (5) working day period. An Associate
who does not exercise his right to bump will be placed on permanent layoff and
shall only be eligible to recall to his regular job.

            D.     Promotions:

                   1. Promotions within the bargaining unit (except leadperson
and working supervisor) shall be made first from within the Department in
accordance with seniority and ability and competence to perform the job.
Accordingly, such new job or vacancy will be posted for three (3) consecutive
work days within the affected Department, and, if filled from within such
Department, there will be no need to post the job vacancy outside the
Department. If the job is not filled within the Department, then such new job or
vacancy will be posted plantwide for three (3) consecutive work days and the
applicants from Associates in other Departments shall be considered in
accordance with seniority and ability and competence to perform the job. Where
ability and competence are relatively equal, plantwide seniority shall be the
determining factor for selection within a Department and plantwide seniority
shall be the determining factor for selection for a job vacancy posted
plantwide.

                   2. In carrying out the provisions of this Section, an
Associate selected for promotion or selected for a vacancy shall be given a
trial period (not a training period) to prove he can perform the work, which
trial period shall be thirty (30) actual days of work unless the Associate
demonstrates in five (5) work days or less period of time that he is not
qualified to perform the job at which time he will return to his previous
classification.

                   3. Pending the determination of who is to be promoted or to
fill a vacancy in accordance with the procedure outlined above, such job may be
temporarily filled by an Associate of the Employer's choice.

            E.     Job Bidding:

                   1. Associates may bid on lower, equal or higher rated jobs.


                                       15
<PAGE>   16

                   2. A successful bidder on a posted job shall be required to
remain on the new job for at least one (1) year before becoming eligible to bid
again on any posted job.

                   3. Associates are expected to accept a promotion to a job
opening for which they have bid; therefore, unless the selected Associate has a
reasonable excuse for not accepting the promotion, any selected Associate
refusing to accept a promotion shall not be eligible to bid again for one (1)
year from the date of the refusal.

            F.     Seniority Lists: Lists showing plant-wide seniority including
classification will be posted every six (6) months. Any Associate who has a
complaint with reference to such seniority list must present the same within
thirty (30) days after such posting in accordance with the Grievance Procedure
outlined in Article XIII of this Agreement.

                                    ARTICLE X

                                LEAVES OF ABSENCE

            A.     Application: An Associate desiring a leave of absence without
pay shall secure written permission from the Employer. In no event shall
an Associate be granted a leave of absence of more than thirty (30) days for any
reason other than pregnancy, illness, or accident. This period may be extended
by mutual agreement between the Employer and the Union. An Associate shall be
granted a leave of absence in accordance with the Family and Medical Leave Act.

            B.     Documentation: Requests for leaves of absence for personal
illness or pregnancy must be presented in writing to the Employer and must be
accompanied by a physician's statement that such a leave is necessary. Seniority
shall accumulate during the period of such leave.

            C.     Workers' Compensation: In compensable and legal occupational
disease cases, leave of absence will be granted automatically, and seniority
will accumulate for the full period of legal temporary disability but not to
exceed a twelve (12) month period as provided in Article IX Section B.11.
herein.

            D.     Seniority:  Leaves of absence except for pregnancy, illness,
or accident extending beyond thirty (30) days shall be deducted in determining
an Associate's seniority status.

            E.     Union:   A leave of absence will be granted upon official
request of the Union for an Associate who is elected or appointed to a full
time position with the local or international Union.

                                       16
<PAGE>   17

            F.     Military Service: Any Associate drafted, or who enlists, in
the Armed Forces of the United States shall be re-employed by the
Employer upon the termination of such service, and seniority shall accumulate
during such a period, provided he is physically capable of working and work is
available, and providing further that he shall have obtained an honorable
discharge from the Armed Forces and shall have applied for work within ninety
(90) days. If such Associate is physically handicapped, the Employer will make
every effort to find suitable work for him wherever possible. The above only
applies to one enlistment. Any Associate who is in the National Guard or
Military Reserves will be granted an unpaid leave of absence for the two (2)
weeks of active duty and such will not be counted against his vacation time off.

            G.     Limitations: Leaves of absence shall not be granted for the
purpose of taking outside employment. Any Associate on leave of absence who
accepts outside employment shall have his services with the Employer terminated
immediately.

                                   ARTICLE XI

                                      WAGES

            A.     Ratification Bonus: There shall be a lump sum ratification
payment of Five Hundred and Seventy-Five Dollars ($575.00) to all bargaining
unit Associates who were in the active employ of the Company on the date of
ratification (December 20, 1998) of this Agreement. Such an eligible Associate
shall receive this lump sum payment of Five Hundred and Seventy-Five Dollars
($575.00), payable by December 23, 1998.

            B.     Wage Increases: Hourly rates will be increased twenty cents
($.20) effective December 21, 1998; ten cents ($.10) effective June 21, 1999;
thirty cents ($.30) effective December 21, 1999; thirty cents ($.30) effective
December 21, 2000.

            C.     Shift Differential: Associates scheduled to work on the
second and third shifts shall receive fifteen cents ($.15) per hour and
twenty cents ($.20) per hour, respectively, in addition to their regular hourly
rate of pay for all hours worked on such shifts.

                                       17
<PAGE>   18

            D.     Job Classifications:   The following department and job
classifications shall prevail during the term of this Collective Bargaining
Agreement with their hourly base rates as follows:

<TABLE>
<CAPTION>

DEPARTMENT                        12/21/98    6/21/99  12/21/99   12/21/2000
----------                        --------    -------  --------   ----------
<S>                               <C>        <C>      <C>        <C>
Sewing Room Department
----------------------

Sewing Machine Operator            $8.65      $8.75    $9.05      $9.35
   (Flanger, Box Spring
   Capper, Half-Capper,
   Labeler, Gusset Sew,
   Line Stitch, Tape,
   Pillow Top)
Border                             $8.55      $8.65    $8.95      $9.25
   (Matt & Box Spring Border
Measurement, King Handles)
Cutter                            $10.13     $10.23   $10.53     $10.83
Set-Up/Service                     $8.58      $8.68    $8.98      $9.28

Mattress Department
-------------------
Tape Edge                         $10.70     $10.80   $11.10     $11.40
Building                           $9.70      $9.80   $10.10     $10.40
Pillow-Top Assembly                $9.70      $9.80   $10.10     $10.40
Set-Up                             $8.58      $8.68    $8.98      $9.28
Lead Set-Up                        $9.33      $9.43    $9.73     $10.03

Quilting Department
-------------------
Multi Needle                       $9.44      $9.54    $9.84     $10.14
Baler                              $8.58      $8.68    $8.98      $9.28
Border Serger                      $8.55      $8.65    $8.95      $9.25

Box Spring Upholstery Dept.
---------------------------
Upholster                          $9.20      $9.30    $9.60      $9.90
Set-Up                             $8.40      $8.50    $8.80      $9.10

Box Spring and Frame Assembly
-----------------------------
Frame Assembly                     $8.40      $8.50    $8.80      $9.10
Box Spring Assembly                $9.40      $9.50    $9.80     $10.10
Box Spring Stapler                 $9.65      $9.75   $10.05     $10.35

Inspection/Repair Department
----------------------------
Inspecting/Repair                 $10.38     $10.48   $10.78     $11.08

</TABLE>



                                       18
<PAGE>   19




<TABLE>
<CAPTION>

DEPARTMENT                          12/21/98   6/21/99  12/21/99   12/21/2000
----------                          --------   -------  --------   ----------
<S>                                <C>        <C>      <C>        <C>

Shipping Department
-------------------
Receiving Clerk                     $10.95    $11.05   $11.35     $11.65
Shipping Clerk                      $10.95    $11.05   $11.35     $11.65
Staging                             $10.38    $10.48   $10.75     $11.08

General Material Handling            $8.58     $8.68    $8.98      $9.28
-------------------------

Maintenance "B"                     $11.30    $11.40   $11.70     $12.00
---------------

Maintenance "A"                     $14.40    $14.50   $14.80     $15.10
---------------

Inventory                           $11.05    $11.15   $11.45     $11.75
---------

</TABLE>

Leadperson:   A Leadperson will be paid a minimum of twenty-five cents ($.25)
above the highest classification.

            E.     Hire-in Rate: The minimum hiring-in rate for all Associates
in the above classification shall be fifty cents ($.50) below the scale
as shown above. All such new Associates shall be brought up to scale in
increments of twenty-five cents ($.25) thirty (30) days after hire, twenty-five
cents ($.25) sixty (60) days after hire. An Associate promoted to a higher rated
job under the provisions of Article IX Section D of this Agreement will maintain
his relative position timewise and ratewise as to the scale for the new job as
he was to scale on the old job (e.g., if the Associate is twenty cents ($.20)
below scale on the old job, he will be transferred or placed by job bid at
twenty cents ($.20) below scale for the new job) and will progress to scale for
the new job according to the time elements listed herein.

            F.     New Classification: The straight-time hourly base rates of
pay for all job classifications, as set forth in this Section, shall
remain in effect during the terms of this Agreement. If a new job classification
is established, then the straight-time hourly base rate of pay on the new job
classification shall be established by slotting the new job classification into
the present wage structure, according to the relative value of the job
classification as compared to existing job classifications. As far as
practicable, such new classification hourly base rates of pay will be discussed
with the Union before being put into effect; if not agreed to by the Union, then
subject to the grievance and arbitration procedure.

            G.     Christmas Bonus: The Employer hopes that circumstances will
permit it to continue giving a Christmas bonus to its Associates each year at
Christmastime. However, it is recognized and agreed that the amount of this
bonus and the decision as to whether or not it will be given is the sole
prerogative of the Employer.

                                       19
<PAGE>   20

                                   ARTICLE XII

                              PRODUCTION STANDARDS

            A.     Production incentive standards shall be established by the
Employer. They will be established by means of accepted Industrial Engineering
technique, including standard data. The Union will have the right to examine
sources of standard data. Wherever any change affects only part of a job, the
Employer may restudy only the affected elements unless such change would affect
the preceding elements and succeeding elements. In this case, it may review such
elements and consider the results of such review of the changed elements as part
of the standard.

            B.     Once a rate has been established, it shall not be subject to
change unless there are changes in the method, material, product, equipment or
layout and such changes would result in an accumulated change of five percent
(5%) or more to the original operational time. In that event, only the element
or elements which have changed will be re-studied and the overall rate adjusted
accordingly.

            C.     The production incentive standard itself, as well as the
manner by which it was established, shall be fair and equitable to both
the Associates and the Employer.

            D.     An Associate, when being observed, shall perform his work in
accordance with the Employer's instructions and shall otherwise cooperate to
give a performance which is representative of the actual conditions under which
the job will run. He shall also understand that each job will stand on its own
merit.

            E.     It is agreed that any standard will be considered correct if
the average operator working at a job he can do well can earn at least
twenty-five percent (25%) above standard while working at incentive pace. The
Employer recognizes that incentive Associates producing at effort in excess of
normal (over one hundred and twenty-five percent (125%) as defined above) will
generate additional earnings over time rates. An Associate producing at an
effort less than normal for his classification of work shall be given notice to
bring his production standard up to at least normal within thirty (30) days.
Failure to do so may subject such Associate to transfer to another job
classification or assignment to any job vacancy in the plant.

            F.     All production incentive standards shall be so computed as to
actually give the worker allowance for personal time, fatigue depending upon the
mental and physical fatigue caused by the job, and for tools, trouble, and
contingencies. Such allowance shall be in accordance with the actual
requirements of the job.

            G.     If production is halted during the day through no fault of
the Associate involved and the Employer requires such Associate to stand
by during such non-production time, such Associate will be paid

                                       20
<PAGE>   21

his base rate for such non-production time. If, on the other hand, the
Employer elects to have such Associate punch out and leave, no non-production
time will be paid.

            H.     If a job retimed by the Employer results in a rate being
lowered, the Union Industrial Engineer may be asked to review such time
study provided a timely grievance has been filed concerning such lowered rate.

                                  ARTICLE XIII

                            GRIEVANCE AND ARBITRATION

            A.     Grievance Procedure: Should differences arise between the
Employer and the Union or the Associates in the bargaining unit as to the
meaning or application of this Collective Bargaining Agreement, there shall be
no suspension of any work on account of such differences, but an earnest effort
shall be made to settle such differences immediately in the following manner:

                   1st:   Between the aggrieved party and the department Steward
and the supervisor of the department involved within four (4) working days after
the grievance occurs. A decision shall be rendered by the supervisor at this
step within three (3) working days after the grievance is brought to his
attention.

                   2nd:   If the preceding step fails to settle the grievance,
it shall be put in writing and within five (5) working days taken up with
the Union Steward and the Plant Manager within five (5) working days after the
supervisor's decision in Step 1. A decision shall be rendered by the Plant
Manager at this step within five (5) working days after the meeting at this
step.

                   3rd:   If the preceding step fails to settle the grievance,
then a meeting shall be arranged within ten (10) working days after the
Plant Manager's decision in Step 2 between representatives of the national
organization of the Union, the Chief Shop Steward, Departmental Steward,
representatives of the Employer and the aggrieved party if requested by the
Union or Employer. A decision shall be rendered by the Employer representatives
at this step within ten (10) working days after the meeting at this step.

                   4th:   In the event the previous steps fail to settle the
grievance, the Union may take the matter to arbitration in accordance with the
provisions of Section XXI following, provided written notice to that effect is
given within thirty (30) working days after the decision of the Employer in Step
3. Nothing herein shall prevent an individual Associate from discussing with
Management matters affecting his employment.

                                       21
<PAGE>   22

            B.     Arbitration Procedure:

                   1. Following a written request for arbitration as provided
for above, the Employer and the Union will, within fifteen (15) working days
after receipt of said written notice, name a representative for the purpose of
selecting an arbitrator. If these two representatives fail to select an
arbitrator within fifteen (15) working days after so being appointed, they will
jointly submit a request to the Federal Mediation and Conciliation Service for a
list or lists of not more than nine (9) names of competent arbitrators. If the
parties are unable to mutually agree on one of the arbitrators on the list, then
the Union and the Employer representative shall each alternately strike off two
(2) names, and the remaining name on the list shall be the person to be the
impartial arbitrator.

                   2. The impartial arbitrator will name the time of the
arbitration. His decision on the grievance will be final and binding upon the
Employer, the Union, and the Associate or Associates involved. Each party shall
bear the expense of its representatives, participants, witnesses, and for the
preparation and presentation of its own case. The fees and expenses of the
arbitrator, the hearing room, and any other expenses incidental to the
arbitration hearing shall be borne equally by the parties. (A stenographic
transcript, if any, will not be considered as incidental expense and will be
paid solely by the party ordering same.) Notwithstanding anything to the
contrary contained herein, in the event a discrimination case is appealed to
arbitration, the arbitrator is authorized by the parties to apply Title VII of
the 1964 Civil Rights Act and related court decisions in arriving at his
decision. In the event a discharge or suspension case is referred to an
Arbitrator, he shall have the authority to deny the grievance or to modify the
penalty and to order reinstatement with full, partial, or no back pay. Interim
earnings and unemployment compensation benefits which the Associate would not
have received except for the discharge or suspension shall be deducted from any
back pay otherwise due an Associate. Unrelated grievances shall be arbitrated in
separate proceedings unless otherwise agreed to by the Company and the Union.

                   3. A grievance, not processed within the designated time
limits specified in this and the preceding Section, shall be considered dropped
and will not be eligible for further consideration.

                   4. If the Employer does not answer a grievance within the
specified time limits for Steps 1, 2 and 3, the Union may elect to treat the
grievance as denied at that Step and immediately appeal the grievance to the
next Step, unless it is mutually agreed in writing by the Employer and the Union
to extend the time limits at any of the Steps.

                   5. The arbitrator shall have no jurisdiction or authority to
add to, detract from, or alter in any way the provisions of this Agreement, but
shall limit his consideration and decision to the interpretation and application
of this Agreement.

                                       22
<PAGE>   23

                   6. The proposals made by each party with respect to changes
in the labor agreement and the discussions had with respect thereto shall not be
used, or referred to, in any way during or in connection with the arbitration of
any grievance arising under the provisions of this labor agreement.

                                   ARTICLE XIV

                            NO STRIKE AND NO LOCKOUT

            A.     Provisions:   It is agreed that during the term of this
Agreement there will be no strike, sympathetic strike, lockout, slowdown,
or stoppage of work of any kind whatsoever on the part of the Union or the
Employer. Should any Associate in the unit represented by the Union engage in
any such strike, sympathetic strike, slowdown or stoppage of work, it shall be
cause for discipline up to and including discharge with the loss of all rights
which may have accrued to him by virtue of his employment by the Employer.

            B.     Picket Line:   No Associate covered by this Agreement shall
be subject to any form of discipline, discharge, or replacement if he
refuses to enter upon the premises of his Employer if the said premises are
being subjected to a lawful picket line or if he refuses to enter upon the
premises of any other Employer, if the employees of such Employer are engaged in
a strike ratified or approved by the representative of such employees who their
Employer is required to recognize under the Labor Management Relations Act, as
amended.

            C.     Limitation of Liability: Neither the Union nor its
representatives shall be held at fault or be responsible for damages for any
unauthorized strikes, cessation, or restriction of work of any kind, nor shall
the Employer be responsible for any unauthorized lockouts of any kind.

            D.     Guilt Determination: The guilt of participation of any
Associate in an authorized strike, work stoppage, or slowdown shall, at
the request of the Union, be subject to the Grievance and Arbitration provisions
of the within Agreement. The Employer further agrees that in imposing any
penalty upon any violators of the within clause, it will not discriminate in the
levying of such penalties among the participants of the unauthorized strike,
stoppage, or slowdown.

                                   ARTICLE XV

                                INSURANCE PROGRAM

            A.     Provisions:   The Employer agrees for the term of this
Agreement to provide the program of Health, Dental, Life and Disability

                                       23
<PAGE>   24

Insurance agreed upon during the negotiation of this Agreement. This
program may be provided through contracts with the insurance carrier(s) selected
by the Employer or by the Employer directly (so-called self-insurance) or a
combination of these. The program of insurance will be subject to the terms and
conditions of the group insurance policy in effect at the time. The Employer
shall administer the program of insurance. If the Employer changes insurance
carriers, plans or administrators during the Agreement, comparable benefits will
be provided. The Union has the right during the term of this Agreement to shop
for comparable coverage and to require the Company to negotiate regarding any
changes it wishes to make regarding insurance carriers or coverage.

            B.     Eligibility:   Associates are eligible for participation
in the Insurance Program on the first day of the month after the Associate has
completed thirty (30) working days with the Employer.

            C.     Contributions:   The Employer will assume the entire cost of
the Health and Dental Insurance Plan until August 1, 1999. Effective
August 1, 1999, any future increases in monthly premiums will be paid 25% by
Associates, 75% by the Company. Associates will only be responsible for future
increases at the time of the increase, and cannot be required to pay more than
25% of the same increase during the life of this Agreement. Any decrease in
premium cost will be reflected on an Associate's contribution rate. Associates
will be eligible to participate in the Company's Section 125 Plan.

                   Associates hired after December 21, 1998 will be required to
pay 15% of the monthly premium cost of insurance for one year; thereafter they
will contribute the same as other employees.

                   The Employer will assume the entire cost of the Life and
Disability Plan during the term of the Agreement.

            D.     Opt-Out Payment: An Associate who declines coverage in the
Health and/or Dental Plan is eligible for an opt-out payment. An Associate who
opts-out of the Health and/or Dental Plan is still eligible to receive Life and
Disability coverage.

                                   ARTICLE XVI

                                UIU PENSION TRUST

            A.     Contribution:   During the term of this Collective Bargaining
Agreement, including any renewal or extension thereof, beginning with the month
of January 1996, the Employer agrees to contribute to the UIU Pension Trust each
calendar month a sum of money equal to six percent (6%) of the total gross
monthly wages earned by and payable to the Associates, including part-time
Associates, subject to

                                       24
<PAGE>   25

this Agreement. Such six percent (6%) contribution shall be based upon the
wages of such Associates accrued during the immediately preceding calendar
month, by all Associates who were covered by this Agreement during said
immediately preceding calendar month, including the total gross earnings of any
such Associates whose employment was terminated during the said immediately
preceding month.

                        1.     The term "Covered Associates" as used herein
means all Associates included within the Union's Bargaining Unit.

                        2.     Newly hired Associates are not considered
Covered Associates until the first day of the first calendar month immediately
following the expiration of three hundred sixty-five (365) days from the
commencement of employment. If, however, the newly hired Associate had at any
time been previously covered under the Trust by any Employer, the Associate
shall be considered a Covered Associate beginning with the first day of the
first calendar month immediately following the commencement of employment.

                        3.     The contribution due for a particular calendar
month shall be due by the tenth (10th) day of said month. The Employer shall
transmit to said Trust with each contribution a "Contribution Report" on the
form furnished by the Trust, on which the Employer shall report the names, hire
and termination dates as applicable and total gross earnings of all such covered
Associates during such calendar month.

            B.     Liquidated Damages and Interest: It is recognized by the
parties that prompt and accurate payment of contributions is essential to
the maintenance of the Trust provided for in this Agreement and that it is
extremely difficult, if not impracticable, to fix the actual expense and damages
to the Trust that would result from the failure of the Employer to pay the
required contributions when due. Therefore, if the Employer shall be delinquent
in the payment of contributions to the Trust, the Employer in addition to the
contributions, shall be liable for Liquidated Damages in the amount of ten
percent (10%) of the amount of the contributions which are owed to the Trust
Fund. In addition, the delinquent contributions shall bear interest at the rate
of the prime interest rate in effect on January 1st of the calendar year in
which the delinquency occurs plus two percent (2%) per annum from the due date
until the contributions are paid. The Trust shall have the authority to waive
all or part of the Liquidated Damages or Interest for good cause shown.

            C.     Benefits:   In consideration of the Employer's aforesaid
contributions to the Trust as herein above provided and for so long as the
Employer's participation in the Trust is accepted by the Trustees, the Trustees
will, beginning with the date of receipt by the Trust of the Employer's first
said contribution and continuing for such part of the duration of this Agreement
as the Employer fully complies with the terms of this clause in all respects,
extend and make available to Associates covered by this Agreement the pension
benefits for which such Associates

                                       25
<PAGE>   26

are eligible under the Declaration of Trust as amended from time to time,
which is by this reference incorporated herein and made a part hereof. If during
the life of this Agreement the Employer's participation in the Trust is rejected
or terminated by the Trustees, this clause shall be null and void and this
Agreement shall be reopened and negotiations between the parties entered into,
but only as to the subject of the establishment of other benefits in place of
the UIU Pension Trust, but at a cost to the Employer not to exceed the cost of
the contribution hereunder.

                                  ARTICLE XVII

                                   FUNERAL PAY

            A.     Provisions:   An Associate who promptly reports to the
Employer the necessity of his absence for the purpose of attending the
funeral of a member of his current immediate family will be protected against
loss of his average straight-time earnings incentive workers shall receive pay
at their average hourly rate exclusive of night shift and overtime premium for
the last calculated calendar quarter prior to the death); not to exceed eight
(8) hours of pay per day up to three (3) regularly scheduled work days beginning
with day of death and ending with day of funeral.

            B.     Family Members: Immediate family, for the purposes of up to
three (3) consecutive working days off with pay, shall include only
spouse, child, mother, father, blood brother, blood sister, grandparent,
grandchild, father-in-law, mother-in-law, brother-in-law and sister-in-law of an
Associate.

            C.     Travel:   No payment will be made for any day of absence
which is beyond the three working day period following such death, except
where the Associate attends the funeral services at a location which is more
than 500 miles from Cincinnati, Ohio, in which case the three working day period
will be extended to a four working day period with time off with pay not to
exceed three (3) regularly scheduled working days.

            D.     Qualifications:   It is understood that for an Associate to
be eligible for any compensation under this Section the Associate, when
requested, must furnish proof satisfactory to the Employer of the death, his
relationship to the deceased, the date of the death and the funeral, and the
Associate's actual attendance at such funeral.

            E.     Multiple Deaths:   In case of multiple deaths arising out of
a common accident, no time is to be allowed beyond three (3) consecutive
working days following the date of the deaths except as otherwise provided
herein, or in event the deaths do not occur on the same date not beyond three
(3) consecutive working days from the date of the last death except as otherwise
provided therein.

                                       26
<PAGE>   27

                                  ARTICLE XVIII

                         LIMITATION OF AUTHORIZED AGENTS

            A.     It is hereby agreed and understood that no person is
authorized to act as or be deemed to be an authorized agent of any party
to this Agreement unless the party appointing such authorized agent has first
notified the other in writing of such appointment and the scope of the authority
of such an agent.

            B.     It is hereby agreed and understood that the following persons
only shall be deemed the authorized agents of the respective parties for the
purpose of performing the terms of this Agreement.

                   1. Duly authorized agents of the Union shall be:

                         a.    Representative (or President of the Local Union
where the Local Union has no full time paid Representative) of the Local Union.

                         b.    Any other person specially authorized by the
International Union whose identify and scope of authority is made known to the
Employer by written communication from the International Union.

                         c.    No agent of the Union is authorized by the
International Union to breach or cause a breach of this Agreement or to call or
institute a strike, work stoppage, slow down of production, etc., unless same
has been authorized in writing by the International President of the Union.

                   2. Duly authorized agents of the Employer shall be:

                         a.    The Vice President of Manufacturing and/or
Plant Manager of the plant.

                         b.    Vice President of Human Resources.

                         c.    Any other person authorized by the
Employer to act as his agent whose identify and scope of authority has been made
known to the International Union or to the Local Union by written communication
from the said Employer.

                                   SECTION XIX

                               WORKING CONDITIONS

            A.     Provisions:   All reasonable shop, safety, and housekeeping
rules and all State regulations governing health, safety, and sanitary
conditions shall be complied with by the Employer and the Union and the
Associates.

                                       27
<PAGE>   28

            B.     Substance Abuse:

                   1. Alcoholism and drug abuse are recognized by the parties to
be treatable conditions. Without detracting from the existing rights and
obligations of the parties recognized in the other provisions of this Agreement,
the Employer and the Union agree to cooperate in encouraging Associates
affiliated with alcoholism or drug abuse to undergo a coordinated program
directed with the objective of the rehabilitation.

                   2. In order to assist Associates and to provide a safe
working environment, the Employer, in addition to the testing being done for
cause, may, with advance notice to the Associate, include a drug screen as part
of the physical examination of Associates recalled from layoff after absences
from work in excess of thirty (30) days. Such screen shall be done utilizing the
most reliable procedures available and under the supervision of qualified
medical personnel. Should an Associate test positive as to any illegal drug and
a retest confirms the positive result, he shall be offered rehabilitation. All
programs will be carried out with due regard to Associates' right to privacy.
The Employer will not require Associates to submit to random or blanket drug
screening. However, it is understood that the testing done for cause includes
testing where there is some reasonable basis on which to suspect that a
particular individual's conduct or actions may be impaired by drugs.

                                   ARTICLE XX

                               TEMPORARY TRANSFERS

            A.     Provisions:   Temporary transfers are those not exceeding
thirty (30) working days. This period may be extended by mutual agreement
between the Employer and the Union. At the end of thirty (30) working days, the
transferred Associate shall be entitled to return to his own job classification,
if seniority permits, or to continue in the new job classification at the rate
in the new job classification as defined herein.

            B.     Company Convenience: When an Associate is temporarily
transferred at the convenience of the Employer from his own job
classification to another job classification, he shall be paid as follows:

                   1. An hourly rated Associate on temporary transfer to another
hourly rated job classification shall carry his own hourly rate or shall take
the hourly rate in the new job classification, whichever is the higher.

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<PAGE>   29

                   2. An hourly rated Associate on temporary transfer to an
incentive job classification shall carry his own hourly rate or shall take his
incentive earnings or the base rate in the new job classification, whichever is
the higher.

                   3. An incentive rated Associate on temporary transfer to an
hourly rated job classification shall carry his own average hourly earning rate
of the latest calculated pay period or shall take the hourly rate in the new
hourly rated job classification, whichever is the higher.

                   4. An incentive rated Associate on temporary transfer to
another incentive job classification in another department shall carry his own
average hourly earnings rate of the latest calculated pay period or shall take
his incentive earnings or the base rate in the new job classification, whichever
is the higher, provided the transferred Associate expends a normal work effort
on the temporary job to which he is transferred.

            C.     Associate Convenience:  When an Associate is temporarily
transferred at his convenience, he shall be paid at his base rate or the rate
earned on the job to which he is transferred, whichever is higher.  A transfer
is for his convenience when it:

                   1.    is in lieu of layoff;

                   2.    is to accommodate an Associate's physical
                         requirements; or

                   3.    is of the least senior person in the department.

            D.     Shifts:   Whenever the operation of the Employer requires a
second or third shift or additions to the second or third shift, and
qualified Associates are needed for these shifts, Associates for these shifts
shall be obtained as follows:

                   1. Qualified first shift Associates working in the job
classification affected will be given the opportunity based on their
classification seniority to fill the second or third shift job opening.

                   2. In the event there are no volunteers for the job as
provided for in (a) above, then the second or third shift vacancy will be filled
by transferring the least senior qualified Associate holding seniority in the
job classification affected. An Associate so transferred will have the right to
return to the job classification and department affected on the first shift at
the end of eight (8) weeks or after the Associate who displaced him on first
shift is qualified, whichever occurs first.

                   3. A qualified operator in a job classification may, with (2)
weeks advanced written notice to their supervisor, exercise

                                       29
<PAGE>   30


shift preference in their same classification, displacing a less senior
associate in that same classification, provided the bumping associate has the
skill and ability to immediately perform the work required on the shift
requested. The bumped Associate shall have the same rights as an Associate laid
off under Article IX, paragraph C, except that the bumped Associate may also
exercise his plant wide seniority to replace the least senior Associate on the
shift from which he is bumped.

                   4. Shift preference will be granted at any time excluding the
months of June, July, August, and September. During the months of June through
September shift preference cannot be exercised.

                   5. Once the Associate has been granted shift preference in
their same job classification, they must remain on the new shift for a period of
six (6) months.

                                   ARTICLE XXI

                                  CASUAL LABOR

            The Employer agrees that it will not employ casual labor for a
period exceeding sixty (60) working days. If work for casual labor is available
on Saturdays, the Employer further agrees that it will make such work available
to Associates in the bargaining unit who normally perform such work, and that
such Associates will be compensated at the regular straight-time hourly rate for
all work so performed.

                                  ARTICLE XXII

                                    JURY DUTY

            A.     Notification and Pay:   In the event any Associate who has
completed his probationary period is required to serve on a jury, he shall
notify the Employer to this effect immediately upon receipt of such notice.
While actually serving on jury duty, the Associate shall receive the difference
between his jury duty pay and his regular hourly base rate of pay for the period
of his jury service.

            B.     Limitations:   No payment will be made under this Article for
jury service performed in excess of eight (8) hours per day, forty (40)
hours per week. It is understood and agreed that an Associate is expected to
report for work whenever that Associate is excused by the court from performing
jury service. There shall be no duplication of payment to which an Associate
might otherwise be entitled under this Agreement.

                                       30
<PAGE>   31

                                  ARTICLE XXIII

                               NON-DISCRIMINATION

            A.     The Employer and the Union agree that they will not
discriminate in the hiring of Associates or in their training, upgrading,
promotion, transfer, layoff, discipline, or discharge or otherwise because of
race, creed, color, age (as defined by law), national origin, political
affiliations, sex, marital status, veteran's status, or disability if qualified
to perform the work required.

            B.     Notwithstanding any other provision in this Agreement, it
shall not be a violation for the Employer to take any action it believes
is required as a "reasonable accommodation" under the Americans with
Disabilities Act.

            C.     It is understood that all matters of hours, wages, and
working conditions and benefits have been completely negotiated and that
no new terms, conditions, or benefits may be brought up for negotiation by
either of the parties during the term of this Agreement, except as herein
provided.

            D.     No Associate covered by this Agreement shall suffer any loss
of wages or other benefits accorded to other Associates in the unit
through the signing of this Collective Bargaining Agreement.

                                  ARTICLE XXIV

                            MISCELLANEOUS PROVISIONS

            A.     Gender:   All references to Associates in this Agreement
designate both sexes, and whenever the male gender is used it shall be
construed to mean male and female Associates.

            B.     Equal Pay:   Males or females c1overed by this Agreement
shall receive equal payment where work performed is substantially
identical.

            C.     Union Label:   The Employer may affix the Union label to all
articles produced in the Employer's plant in accordance with the terms of the
license issued to it by the United Steelworkers Union.

                                   ARTICLE XXV

                                  SEPARABILITY

            If any provision of this Agreement should be held invalid by
operation of law or by any tribunal of competent jurisdiction or if compliance
with or enforcement of any provision should be restrained by such tribunal
pending final determination as to its validity, the


                                       31
<PAGE>   32

remainder of this Agreement shall not be affected. In the event that any
law or decision described above affecting any provision of this Agreement is
later reversed, or declared invalid, the affected provision shall again be
considered a part of this Agreement.

                                  ARTICLE XXVI

                           PLANT CLOSING OR RELOCATION

            In the event the Employer permanently closes the production facility
covered by this Agreement, or relocates it outside the greater Cincinnati area
during the term of this Agreement, the Employer agrees that it will meet with
the Union for the purpose of negotiating an Agreement relating to the details
incident to such plant closing or relocation.



                                       32
<PAGE>   33




                                  ARTICLE XXVII

                              DURATION OF CONTRACT

            This Agreement shall be in full force and effect for the period from
December 20, 1998, to and including December 20, 2001, and shall continue in
full force and effect from year to year thereafter unless written notice of
desire to modify or terminate this Agreement is served by either party upon the
other at least sixty (60) days prior to date of expiration.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed this _____________ day of ___________________, 19___, at Cincinnati,
Ohio.

ADAM WUEST, INC.                     UNION LOCAL NO. 156-U

By:                                        By:
-----------------------                       --------------------------
                                              Representative
-----------------------
                                           LOCAL UNION COMMITTEE
-----------------------
                                           By:
                                              --------------------------

                                              --------------------------

                                              --------------------------

                                              --------------------------

                                              --------------------------


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<PAGE>   34




                                 SIGNATURE PAGE

                                  Company Name

                                     By:
                                        --------------------------

                                        --------------------------

                                        --------------------------

                                     United Steelworkers of America,
                                     AFL-CIO-CLC, through its' agent
                                     Local _______U


                                     By:
                                        --------------------------

United Steelworkers of America

AFL-CIO, CLC

By:
   ---------------------------------
   International President

                                                 --------------------------
                                                       Committee

By:
   ---------------------------------
   International Secretary/Treasurer

                                                 --------------------------

                                                       Committee

By:
   ---------------------------------
   Int'l. Vice Pres. - Administration

                                                 --------------------------

                                                       Committee

By:
   ---------------------------------
   Int'l. Vice Pres. - Human Affairs

                                                 --------------------------

                                                       Committee

By:
   ---------------------------------
   Division Director

                                                 --------------------------
                                                       Committee



                                       34