UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

Commission File Number:........... 333-53987....................................

                             JACKSON PRODUCTS, INC.
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             (Exact name of registrant as specified in its charter)
 Delaware                                                             75-2470881
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 (State or other jurisdiction of                        (I.R.S. Employer ID No.)
  incorporation or organization)

                2997 Clarkson Road, Chesterfield, Missouri 63017
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                    (Address of principal executive offices)

                                 (636) 207-2700
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              (Registrant's telephone number, including area code)
                                       N/A
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(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.                        [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.                                                [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

          43,172 shares of Class A Common Stock at February 28, 2001
          15,647 shares of Class B Common Stock at February 28, 2001
           3,020 shares of Class C Common Stock at February 28, 2001


<PAGE>


TABLE OF CONTENTS                                                           Page

PART I.........................................................................1
    Item 1   Business..........................................................1
    Item 2.  Properties........................................................5
    Item 3.  Legal Proceedings.................................................6
    Item 4.  Submission of Matters to a Vote of Security Holders...............6

PART II........................................................................6
    Item 5.  Market For Registrant's Common Equity and Related Stockholder
                 Matters.......................................................6
    Item 6.  Selected Financial Data...........................................6
    Item 7.  Management's Discussion and Analysis of Financial Condition and
                Results of Operations..........................................8
    Item 7A Quantitative and Qualitative Disclosures about Market Risk........12
    Item 8.  Financial Statements and Supplementary Data......................13
    Item 9.  Changes in and Disagreements with Accountants on Accounting
                 and Financial Disclosure.....................................14

PART III......................................................................14
    Item 10. Directors and Executive Officers.................................14
    Item 11. Executive Compensation...........................................15
    Item 12. Security Ownership of Certain Beneficial Owners and Management...19
    Item 13. Certain Relationships and Related Transactions...................21

Part IV.
    Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    Signatures................................................................22


<PAGE>

ITEM 1.  BUSINESS

RECENT DEVELOPMENTS

On February  2, 2001,  the closing of the  transactions  contemplated  under the
Stock Purchase  Agreement,  (the Purchase  Agreement),  dated December 29, 2000,
between Jackson Products,  Inc. (JPI or the Company),  SCG Acquisition LLC (SCG)
and the stockholders of the Company (the  Stockholders),  as amended February 1,
2001,  occurred.   Pursuant  to  the  terms  of  the  Purchase  Agreement,   the
Stockholders  sold 50% of the common stock of the Company (the Common  Stock) to
affiliates of SCG. The Stockholders continue to hold 50% of the Common Stock and
continue  to have the right to appoint a majority of the board of  directors  of
the Company.

GENERAL

The  Company  is a leading  designer,  manufacturer  and  distributor  of safety
products  serving a  variety  of niche  applications  within  the  international
personal and highway safety markets,  principally  throughout  North America and
Europe. JPI markets its products under established, well-known brand names to an
extensive  network of thousands of  distributors,  wholesalers,  contractors and
government  agencies.  Management believes that the Company holds leading market
share positions in each of its primary  product lines,  reflecting the Company's
(i) proprietary  technology,  (ii) strong reputation and relationships  with its
customer  base,  (iii) breadth of product lines and (iv) low cost  manufacturing
operations.

ACQUISITIONS

During the period 1996  through  1998,  the Company  made  several  acquisitions
including OSD Envizion,  Inc.;  Jackson Products Holding GmbH;  American Allsafe
Company,  Silencio/Safety Direct, Inc.; Crystaloid Technologies, Inc. and Kedman
Company. OSD Envizion, Inc. (OSD), provided JPI a significant share of the North
American  auto-darkening  welding filter lens market and  established JPI as the
only North American-based  manufacturer of auto-darkening welding filter lenses.
In 1999, OSD was merged into the Company.  The Company  formed Jackson  Products
Holding GmbH (GmbH) to acquire  several  European  businesses.  The formation of
GmbH  provides  the  Company  with  in-house   European   distribution  for  its
auto-darkening product line as well as an overseas  infrastructure  platform for
the Company's other welding safety products. The acquisition of American Allsafe
Company (Allsafe) and  Silencio/Safety  Direct,  Inc.  (Silencio/Safety  Direct)
further  expanded  the  range of the  Company's  personal  safety  products  and
enhances the Company's  channels of distribution.  The acquisition of Crystaloid
Technologies,  Inc.  (Crystaloid) and its expertise in liquid crystal technology
strengthens the Company's strong position in auto-darkening  technology and has
allowed for the  development  of  additional  applications  in new markets.  The
acquisition of Kedman Company,  (Kedman) expanded the Company's  presence in the
western United States and widened the current  distribution  channels.  In 1999,
Kedman was merged into American Allsafe.

On May 17, 1999, the Company, through its wholly owned subsidiary,  TMT-Pathway,
L.L.C. (TMT-Pathway), acquired the assets of Morton Traffic Markings, a division
of Morton International,  Inc. TMT-Pathway  manufactures and distributes traffic
coatings and specialized coating  applications  equipment for the highway safety
industry. The acquisition of TMT-Pathway further enhances the Company's position
in the  highway  safety  market,  providing  new  resources  in paint  and paint
application  technology,  which, management believes, will create further market
opportunities through improved product quality and new product development.

SEGMENTS

The Company operates two business segments. The Personal Safety Products segment
(PSP)  manufactures  and sells  thousands of safety products  including  welding
helmets,  auto-darkening  welding filter  lenses,  safety caps,  hardhats,  face
shields,  visors,  safety goggles,  spectacles and hearing  protection  products
under its well-known brand names: Jackson, Aden, EQC, Morsafe,  American Allsafe
Co.,  Silencio,  Huntsman and Lamba.  PSP represented  approximately  47% of net
sales in 2000.

The Highway Safety Products segment (HSP) sells  reflective glass beads,  cones,
channelizers,   pavement  tape,  flags,   vests,   roll-up  signs,   barricades,
high-intensity  lights,  traffic coatings and specialized coatings  applications
equipment under  well-known  brand names:  Flex-O-Lite,  Blast-O-Lite,  Morline,
Dura-Line,   Dura-Stripe,   Norline,   TMT-Traffic   Marking   Technologies  and
Legend-Build. HSP represented approximately 53% of net sales in 2000.
<PAGE>

PRODUCTS - PERSONAL SAFETY PRODUCTS SEGMENT

Within PSP, the Company classifies its products in four main categories: eye and
face protection, head protection,  hearing protection and other personal safety.
The  Company's  personal  safety  products are designed to protect  workers from
various  eye/face/head hazards in manufacturing  environments,  including flying
debris, chemical splashes, excessive noise, noxious fumes and ultra violet rays.

EYE AND FACE PROTECTION.  The Company produces  auto-darkening filter lenses and
non-prescription  protective  eyewear,  goggles,  face  shield and  visors.  The
Company's  auto-darkening  welding helmet filter lenses are highly  advanced and
feature JPI's proprietary Electronic Quick Change (EQC) technology. These lenses
allow welders to see without lifting their helmets,  which improves productivity
and reduces injuries.

The Company sells a complete line of non-prescription  safety spectacles,  known
as "planos" in the industry,  primarily to the  construction,  manufacturing and
health-care industries.  These non-prescription  eyewear and goggles meet strict
safety  requirements.  These products are marketed  under the American  Allsafe,
Jackson,  Huntsman,  Morsafe,  Aden  and Team  Silencio  brand  names.  JPI also
produces  certain of its goggles,  face shields and visors under  private  label
brands.

HEAD  PROTECTION.  The Company sells a broad line of head  protection  products,
including  hardhats  and  safety  caps for  construction,  welding  and  general
industry.  These  products are marketed  under the  Huntsman,  Jackson,  Lansec,
American  Allsafe and Morsafe  brand  names.  JPI also  produces  certain of its
hardhats and safety caps under private label brands.

HEARING  PROTECTION.  The Company's line of hearing protection products includes
earplugs,  earmuffs  and  "auto-blocking"  technology.  The  Company is a market
leader in  hearing  protection  within the  shooting  sports  industry  and is a
leading supplier of these ear protection  products to mass  merchandisers and to
government agencies.

OTHER PERSONAL SAFETY. The Company's other personal  protection products include
safety warning  products.  The Company's line of safety warning products provide
visual  warnings  against  hazards and help to prevent  costly slip and fall and
other accidents. These products include cones, signs, barricades,  fences, tape,
lights,  flags, floor stands and banners.  These products are marketed under the
Team Silencio,  Jackson,  Lambda and American Allsafe brand names in addition to
private label brands.

The U. S. market for personal  safety products which are produced by the Company
is  approximately  $3.7  billion  annually in size  according  to the Richard K.
Miller & Associates,  Inc. report.  Worker demand for safe working  environments
has resulted in more employer focus on safety; but, more importantly, litigation
and increased  enforcement of safety  standards by regulatory  bodies has driven
safety product demand.

PRODUCTS - HIGHWAY SAFETY PRODUCTS SEGMENT

Within HSP, the Company  classifies its products in four categories:  reflective
glass beads, traffic safety and work zone protection equipment, traffic markings
and traffic  markings  applications  equipment.  The  Company's  highway  safety
products are designed to make both driving and construction on highways safer by
enhancing driving visibility and marking construction sites.

REFLECTIVE  GLASS  BEADS.  The Company  designs,  manufactures  and  distributes
industrial and traffic reflective glass beads. Beads with a low refractive index
are used in road striping and  industrial  applications  while beads with a high
refractive  index are used in  airport  runway  striping,  reflective  sheeting,
pavement  tape and other  applications.  These  products are marketed  under the
Flex-O-Lite and Blast-O-Lite brand names.

TRAFFIC SAFETY AND WORK ZONE PROTECTION  EQUIPMENT.  This category includes over
300  products  such as traffic  cones,  delineators,  barricades,  channelizers,
pavement tape,  flags,  vests,  roll-up signs, sign stands and barricade lights.
The products are designed to enhance visual recognition of highway hazards,  and
reduce accidents and injury.  These products are marketed under the Services and
Materials and Flex-O-Lite brand names.

TRAFFIC  MARKINGS.  The Company  manufactures  primarily  low  volatile  organic
content  (VOC)  solvent-based  and  waterborne  coatings  for traffic  markings.
Markings are organized into conventional and durable types of products.  Durable
markings  (including the Dura-Line,  Dura-Stripe,  and Legend-Build  brands) are
brighter and longer  lasting than  conventional  paint  products (the  Company's
Morline and Norline brands).  Durable markings have life expectations of five to
ten years, while conventional markings average one-year life expectation.

                                       2
<PAGE>

TRAFFIC MARKINGS APPLICATION EQUIPMENT.  The Company custom builds traffic paint
application  equipment for its customers under the TMT-Pathway brand name. Using
precision  engineering and  computer-assisted  design capabilities,  the Company
customizes  application  equipment to meet  specific  requirements,  which often
include  custom  built  enclosed  cabs and  airless  or air  spray  systems.  In
addition,  the Company  installs  numerous  guidance  systems for better safety,
accuracy and productivity, which include mirrors, booms, and camera systems. The
equipment  is  designed to apply to existing  conventional  and durable  coating
systems.

Management   estimates   that  the  market  for  highway   safety   products  is
approximately $2.0 billion annually.  Highway safety fundamentals remain strong,
with levels of ongoing public expenditure in infrastructure,  new highway safety
legislation  and  demographic  growth.  In addition,  the  prevention of highway
injuries and fatalities remains high on the political agenda across the country.
The Federal Highway  Administration,  for example,  is authorized to invest more
than $100  billion in the  nation's  highway  system  over the next four  years.
Federal  funding,  authorized  by the  Transportation  Equity  Act for the  21st
Century (TEA-21), which was signed into law in 1998, is focused on improving the
nation's  existing roads.  Highway  improvement  requires the purchase of safety
products  to reduce  construction  site  hazards  for  motorists  as well as for
construction  workers.  In fact, the road  construction  industry is expected to
experience  one of the fastest  rates of head count growth of any segment of the
economy.  Tea-21  represents a 40% increase in federal  highway funding over the
1991 Intermodel Surface Transportation Efficiency Act (ISTEA). More importantly,
however,  TEA-21 has increased  federal  funding for highway safety  programs by
approximately  $110 million over previous years, for a total expenditure of $550
million per year,  representing  a 25% increase in safety  program  funding over
earlier ISTEA levels. The US Department of Transportation has distributed TEA-21
funds  totaling  $29.5  billion in fiscal year 1998 and $35.1  billion in fiscal
year 1999 for highways,  transit and highway  safety.  Of these amounts,  TEA-21
guaranteed  that $27.4  billion would be available in fiscal year 1998 and $32.0
billion in fiscal year 1999.

SALES AND DISTRIBUTION - PERSONAL SAFETY PRODUCTS

Primary  customers  for  personal  safety  products  are  found in the  welding,
construction,  janitorial, healthcare, sporting and food service sectors as well
as throughout  general  industry,  including  oil, gas and chemical  processors,
metal fabricators and auto and aircraft  manufacturers.  The Company distributes
its  personal  safety  products  domestically  primarily  through a  network  of
wholesalers and  distributors.  The Company's sales force directs its efforts at
the  distributor  and  end-user  levels to create an effective  pull-through  of
products to the  market.  The  Company's  in-house  sales  forces are covered by
incentive  bonus  plans while the  Company's  manufacturer  representatives  are
compensated on a varying  commission  structure.  The Company's  salespeople and
agents  are  supported  by  regionally  based  sales and  technical  specialists
allowing the Company to deliver high levels of customer  service  locally in its
significant  markets.  Internationally,  the Company  distributes  its  products
primarily  through its  subsidiaries  located in Germany,  France and the United
Kingdom and through an independent agency in Latin America.

SALES AND DISTRIBUTION -HIGHWAY SAFETY PRODUCTS

Primary   customers  for  highway  safety  products   include  state  and  local
municipalities, independent contract road stripers, thermoplastic manufacturers,
and highway contractor supply and rental companies.  The Company distributes its
highway safety products through direct sales people and catalogs.  The Company's
line of reflective and industrial  glass beads are sold by salespeople  directly
to  state  and  local   municipalities,   independent  contract  road  stripers,
thermoplastic manufacturers, and highway contracted supply and rental companies.
The Company's other highway safety products are sold through  distribution via a
combined effort of in-house sales personnel,  manufacturers  representatives,  a
well-circulated     Company     catalog,     the     Company's     Web     sites
(www.jacksonproducts.com,      www.tmtpathway.com,     www.flexolite.com     and
www.servmat.com) and inclusion in various industrial supply catalogs.

MANUFACTURING

The Company uses a variety of  manufacturing  processes to produce  products for
the personal and highway safety product  industry.  Products  manufactured  from
plastic,   polycarbonate,   polyvinylchloride  (PVC),  resins  and  similar  raw
materials  are produced  using  injection  molding,  compression  molding,  flow
molding and blow molding  techniques.  Such products  include  welding  helmets,
hardhats, cones, channelizers, safety goggles and face shields.

Crystaloid possesses liquid crystal technology,  which it uses to produce liquid
crystal shutters used in the Company's auto-darkening welding filter lenses. The
Company also utilizes this  technology for liquid  crystal  displays used in the
aviation industry.

                                       3
<PAGE>

Flex-O-Lite produces low index glass beads through a process by which cullet, or
scrap glass, is processed through a pulverizer, screened and stored by size. The
ground  cullet is then fed into the  bottom of a gas  burner,  and as the cullet
rises it melts to form  spheres,  which are cooled and packed.  High index glass
beads are produced with virgin raw  materials,  which are mixed in a hopper then
heated into molten glass.  The molten glass is passed through a break-up  burner
where it is formed into glass beads.  The 1.9x beads are cooled and sorted,  the
2.1x beads are passed through another  burner,  which  effectively  polishes the
beads to result in the higher refraction.

TMT-Pathway produces conventional traffic markings,  which consist of a carrier,
either water or organic  solvent,  resin,  pigment,  fillers and  additives  for
wetting,  flow,  stability  and drying rate. In addition,  TMT-Pathway  produces
durable traffic markings which are methyl methacrylate-based markings applied by
hand or machine to provide  durable  marking  for  traffic  control  edge lines,
legends and crosswalks.

RAW MATERIALS

Raw  materials  used by the  Company  in the  manufacture  of its  products  are
purchased both domestically and  internationally.  The Company believes that its
supply sources are both well established and reliable.  Although the Company has
no long-term  supply  contracts,  it has experienced no significant  problems in
supplying its  operations.  The Company has ongoing  relationships  with certain
suppliers  of raw  materials,  however,  the Company  believes  that there are a
number  of  reliable  vendors  available  and it is able to  obtain  competitive
pricing. Raw material prices fluctuate over time depending on supply, demand and
other factors.  Increases in certain raw material  prices,  such as natural gas,
which  increased  significantly  in the  fourth  quarter  of 2000,  could have a
material adverse impact on the Company's financial performance.

INTELLECTUAL PROPERTY

It is the Company's policy to protect its intellectual  property through a range
of measures,  including  trademark  registrations,  patents and  confidentiality
agreements.  The Company  owns and uses  trademarks  and brand names to identify
itself as a source of certain  goods.  The following  brand names of certain PSP
products  and  product  lines are  registered  in the  United  States:  Jackson,
Morsafe, Aden, EQC, American Allsafe Co., Team Silencio, Huntsman and Lamba. The
following  brand names of certain HSP products and product lines are  registered
in  the  United   States:   Flex-O-Lite,   Blast-O-Lite,   Morline,   Dura-Line,
Dura-Stripe, Norline, TMT-Traffic Marking Technologies and Legend-Build.

The  Company in general  protects  its  material  intellectual  property  rights
through the filing of  applications  for and  registrations  of  trademarks  and
patents. In addition, the Company requires certain of its employees, consultants
and other suppliers,  customers,  agents and advisors to execute confidentiality
agreements upon the commencement of employment or other  relationships  with the
Company. These agreements provide that all confidential information developed by
or made known to the individual or entity during the course of the  relationship
with the Company is to be kept  confidential  and not disclosed to third parties
except in certain circumstances.  There can be no assurance, however, that these
agreements  will provide  meaningful  protection  for the Company's  proprietary
information  or  adequate  remedies  in the  event  of the  unauthorized  use or
disclosure of such  information.  The Company also relies upon unpatented  trade
secrets for the protection of certain intellectual property rights.

No  assurance  can  be  given  that  others  will  not   independently   develop
substantially  equivalent  proprietary  information and technologies,  otherwise
gain access to the Company's  trade secrets or disclose such  technology or that
the Company can  meaningfully  protect its rights to unpatented  trade  secrets.
Further,  there can be no assurance that  infringement or invalidity claims will
not be asserted  against the Company in the future.  The costs of defending such
claims, or an unfavorable determination with respect to litigation based on such
claims,  could have a material  adverse  effect on the  Company's  business  and
financial condition.


ENVIRONMENTAL MATTERS

The  Company  is  subject  to  Federal,  state  and  local  environmental  laws,
regulations  and ordinances  that (i) govern  activities or operations  that may
have adverse  environmental  effects  (such as emissions to air,  discharges  to
water, and the generation, handling, storage and disposal of solid and hazardous
wastes) or (ii) impose liability for the costs of clean-up or other  remediation
of  contaminated  property,  including  damages from spills,  disposals or other
releases of hazardous  substances or wastes,  in certain  circumstances  without


                                       4
<PAGE>

regard to fault. The Company's  manufacturing  operations  routinely involve the
handling of chemicals and wastes,  some of which are or may become  regulated as
hazardous  substances.   The  Company  endeavors  to  maintain  compliance  with
applicable  environmental  laws, but from time to time the Company's  operations
may result in  noncompliance  or liability  for clean-up  pursuant to such laws.
Based on  information  reviewed by and  available  to the  Company,  the Company
believes it is in compliance with applicable  environmental laws in all material
respects.  The  Company  does  not  believe  it will  incur  material  costs  in
connection  with  any  compliance  or  potential   liability  under   applicable
environmental  laws,  and believes  that any such costs will not have a material
adverse effect on its business or financial condition.

COMPETITION

The personal  and highway  safety  products  industries  are highly  competitive
industries with  participants  ranging in size from small companies  focusing on
single types of safety products, to a few large multinational corporations which
manufacture  and  supply  many  types of safety  products.  The  Company's  main
competitors vary by region and product.  The Company believes that  participants
in the personal and highway safety products  industries compete primarily on the
basis of price, product characteristics (such as functional performance,  design
and style),  brand name  recognition  and service.  The Company  enjoys  certain
economies of scale, which are not available to smaller competitors. Nonetheless,
other large  competitors may enjoy similar or greater economies of scale and may
possess greater financial or other resources than the Company.  In addition,  to
maintain its market  position,  the Company must be  competitive  in the area of
brand image, distribution, design, style, customer service, quality and price.

GOVERNMENT REGULATION AND INDUSTRIAL STANDARDS

Government regulation mandating the use of personal safety equipment for certain
job classifications and work site environments is the most significant factor in
the creation of demand for personal safety equipment.  OSHA generally  regulates
the workplace  environments in which personal safety  equipment must be worn and
specifies the standards which such equipment must meet. The Company  believes it
has complied in all material  respects  with the  regulations  and  standards of
these  agencies.   Furthermore,   any  non-material   non-compliance  with  such
regulations and standards in the past have not had a material  adverse effect on
its business.

The primary  users of the  Company's  personal  safety  products are  industrial
workers in the  United  States.  As a result,  decreases  in general  employment
levels of industrial  workers may have an adverse effect on the Company's sales.
The  Company's  sales  may also be  adversely  affected  by  changes  in  safety
regulations covering industrial workers in the United States and in the level of
enforcement of such  regulations.  Changes in regulations  could reduce the need
for and the utility of certain products manufactured by the Company.

The  United  States and  Canadian  regulatory  agencies  each  mandate  that the
Company's  products meet  performance  standards  established by private groups,
such as the  American  National  Standards  Institute  (ANSI)  and the  Canadian
Standards  Association (CSA),  respectively.  The Company's eyewear products are
subject to the latest series of applicable  standards,  which currently  include
ANSI Industrial Standard Z87.1-1989 and CSA Z94.3-1992.  These standards require
that protective eyewear be tested for optical performance, high velocity impact,
high mass impact and other integral product  performance  features.  The Company
maintains and operates on-site testing labs at facilities, which are equipped to
perform necessary tests.

EMPLOYEES

As of December  31,  2000,  the Company  had 976  employees.  The Company has 14
employees in Canada  represented by a union pursuant to a collective  bargaining
agreement and 14 employees in California  represented  by a union  pursuant to a
collective bargaining agreement. Both agreements expire in November 2002.

ITEM 2. PROPERTIES

In addition to its  executive  offices in  Chesterfield,  Missouri,  the Company
operates  18 major  facilities  in the United  States,  Canada and Europe with a
total area  (including the executive  offices) of  approximately  768,000 square
feet, of which the Company currently owns approximately  586,000 square feet and
leases approximately 182,000 square feet. These facilities are as follows:


                                       5
<PAGE>

<TABLE>
<CAPTION>

                                 User/                                                       Owned/        Lease
         Location               Subsidiary           Primary Use                Square Feet  Leased      Expiration
        ---------              ------------          -----------                -----------  -------     ----------
<S>          <C>                   <C>                    <C>                         <C>      <C>           <C>
Chesterfield, Missouri         Corporate       Corporate and Administration         15,000    Leased       9/14/02

Personal Safety Products

Belmont, Michigan              Jackson         Manufacturing and Distribution      148,100    Owned            --
Tonawonda, New York            Allsafe         Manufacturing and Distribution      100,000    Owned            --
Sparks, Nevada                 Silencio        Manufacturing and Distribution  2 buildings    Leased      12/31/01
                                                                               20,000 each

Hudson, Ohio                   Crystaloid      Manufacturing and Distribution       36,770    Owned            --
Alzenau, Germany               Lansec          Manufacturing and Distribution        5,895    Leased       8/31/03
Merignac, France               Lansec          Distribution                          2,592    Leased       8/31/04
Worcestershire, U.K.           Lansec          Distribution                          3,900    Leased      12/31/01

Highway Safety Products

Fenton, Missouri               SMC             Manufacturing and Distribution       84,414    Leased      12/31/05
Fenton, Missouri               Flex-O-Lite     Manufacturing and Distribution       20,400    Leased       3/31/03
Idabel, Oklahoma               Flex-O-Lite     Manufacturing                        24,000    Owned            --
Muscatine, Iowa                Flex-O-Lite     Manufacturing and Distribution       31,903    Owned            --
Paris, Texas                   Flex-O-Lite     Manufacturing and Distribution       91,363    Owned            --
St. Thomas, Ontario, Canada    Flex-O-Lite     Manufacturing and Distribution       21,244    Owned            --
Belmont, Ontario, Canada       Flex-O-Lite     Distribution                         10,000    Leased       Monthly
Los Angeles, California        TMT-Pathway     Manufacturing and Distribution       25,242    Owned            --
Salem, Oregon                  TMT-Pathway     Manufacturing and Distribution       76,254    Owned            --
Salem, Oregon                  TMT-Pathway     Manufacturing and Distribution       30,598    Owned            --
</TABLE>

The Company's  facilities are adequate for its current production  requirements.
The  Company   expects  that  such  facilities  will  remain  adequate  for  the
foreseeable  future;  however,  the Company may shift  operations among existing
facilities in order to maximize production efficiency.

ITEM 3. LEGAL PROCEEDINGS

From time to time,  the  Company is  involved in  litigation  incidental  to its
business. The Company is not aware of any pending or threatened legal proceeding
which would  reasonably  be expected  to have a material  adverse  effect on the
Company's results of operations or financial condition.

ITEM 4. SUMBISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended December 31, 2000.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The only  authorized,  issued and  outstanding  classes of capital  stock of the
Company is common stock,  consisting of the Class A Common Stock, Class B Common
Stock and the Class C Common Stock.  There is no established  trading market for
the Common Stock.

The Company  has not  declared or paid any cash  dividends  on its common  stock
since its formation in August 1995. The Company's  financing  agreements contain
restrictions on its ability to declare or pay dividends on the Common Stock.

ITEM 6. SELECTED FINANCIAL DATA

The  following  table sets forth the summary  historical  financial  data of the
Company for the fiscal years ending  December 31, 1996 through 2000. The summary
information  set forth below should be read in  conjunction  with the historical
financial  statements and the related notes thereto  included  elsewhere in this
document.


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                             2000       1999       1998       1997       1996
                                            --------- ---------  ---------  ---------  ---------
<S>                                           <C>         <C>       <C>        <C>       <C>
Statement of Operations Data:
    Net sales.......................        $221,176  $213,208   $165,232   $123,417   $111,788
    Cost of sales...................         153,883   145,120    111,325     87,466     80,485
    Selling, general & administrative
       Expenses.....................          36,328    35,261     27,566     15,205     14,440

    Asset sales...................               ---       ---        576        335      1,050

    Amortization of intangibles...            17,733    15,023      9,654     16,378     18,849
                                            --------- ---------  ---------  ---------  ---------
    Operating income (loss).........          13,232    17,804     16,111      4,033     (3,036)
    Other expenses:
        Interest expense............         (20,744)  (19,347)   (15,803)   (12,050)   (11,306)
        Amortization of deferred
             financing costs                  (1,500)   (1,501)    (1,271)    (1,261)    (1,076)
        Other.......................          (1,069)     (880)      (643)      (401)      (599)
                                            --------- ---------  ---------  ---------  ---------
    Loss before income tax
        provision and  extraordinary item    (10,081)   (3,924)    (1,606)    (9,679)   (16,017)
    Income tax expense (benefit)....          (3,287)   (1,172)       224        684        429
                                            --------- ---------  ---------  ---------  ---------
    Loss before extraordinary item..          (6,794)   (2,752)    (1,830)   (10,363)   (16,446)
    Extraordinary item:
        Loss due to early  extinguishment
             of debt                             ---       ---     (7,558)       ---        ---
                                            --------- ---------  ---------  ---------  ---------
     Net loss.......................        $ (6,794) $ (2,752)  $ (9,338)  $(10,363)  $(16,446)
                                            ========= =========  =========  =========  =========

Other Data:
    EBITDA(1).......................         $40,007   $39,542    $31,111    $24,660    $21,145
    Depreciation and amortization...          27,779    23,239     15,793     20,292     23,131
    Capital expenditures, net.......           5,862     5,836      6,670      3,246      1,910
    Ratio of earnings to fixed charges(2)        ---       ---        ---        ---        ---
    Cash  provided by  operating
        activities..................          12,382    15,144     15,417     10,313      6,833
    Cash used in investing activities         (5,862)  (45,764)   (54,267)    (5,890)   (14,552)
    Cash (used in) provided by
        financing activities........          (6,376)   30,537     38,654     (3,900)     7,719

Balance Sheet Data:
    Cash............................          $  388    $  244     $  327    $   523     $  ---
    Total assets....................         183,724   196,393    171,239    125,047    135,015
    Redeemable preferred stock and
        long-term debt, including
        current portion.............         214,651   221,027    190,389    133,452    134,194
    Total stockholders' deficit.....         (58,147)  (51,188)   (47,712)   (31,277)   (17,738)

</TABLE>
(1)  EBITDA   represents   net  income  plus  interest,   taxes,   depreciation,
     amortization, certain non-cash charges and or non-recurring charges. EBITDA
     is not included  herein as operating  data and should not be construed as a
     substitute  for operating  income or a better  indicator of liquidity  than
     cash flow from  operating  activities,  which are  determined in accordance
     with  generally  accepted  accounting  principles  (GAAP).  The Company has
     included EBITDA because the Company understands that it is one measure used
     by certain  investors to determine  the Company's  operating  cash flow and
     historical   ability  to  service  its  indebtedness  and  because  certain
     financial  ratios are  calculated on a similar  basis.  EBITDA has not been
     reduced by management and directors fees, both of which are subordinated to
     the Company's  obligations under its financing  agreements.  EBITDA for the
     year ended December 31, 2000, excludes a non-recurring pre-tax loss of $496
     due to the closure of the Company's facility in Salt Lake City, Utah,

(2)  In the  computation  of the ratio to fixed  charges,  earnings  consist  of
     income  before taxes and  extraordinary  loss,  plus fixed  charges.  Fixed
     charges consist of interest expense on  indebtedness,  plus that portion of
     lease rental expense  representative of the interest factor.  Earnings were
     insufficient  to cover  fixed  charges by  approximately  $16,017 for 1996;
     $9,679 for 1997; $1,606 for 1998, $3,924 for 1999 and $10,081 for 2000.

                                       7
<PAGE>

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

The following  discussion and analysis of the Company's  financial condition and
results should be read in conjunction with the "Selected Financial Data" and the
consolidated  financial statements of the Company,  including the notes thereto,
appearing  elsewhere  in  this  report.  This  report  contains  forward-looking
statements.   Such   forward-looking   statements   are  identified  by  use  of
forward-looking  words  such as  "anticipate,"  "believe,"  "plan,"  "estimate,"
"expect,"  and "intent" and other  similar  expressions.  These  forward-looking
statements  are  subject  to  various  assumptions,   risks  and  uncertainties,
including  but not limited to,  changes in political  and  economic  conditions,
demand for the Company's  products,  acceptance  of new  products,  developments
affecting the Company's products and to those discussed in the Company's filings
with the Securities and Exchange Commission.  Accordingly,  actual results could
differ materially from those contemplated by the forward-looking statements.

EBITDA represents net income plus interest, taxes,  depreciation,  amortization,
certain non-cash charges and or  non-recurring  charges.  EBITDA is not included
herein as  operating  data and  should  not be  construed  as a  substitute  for
operating  income  or a better  indicator  of  liquidity  than  cash  flow  from
operating activities,  which are determined in accordance with GAAP. The Company
has included EBITDA because the Company  understands that it is one measure used
by  certain  investors  to  determine  the  Company's  operating  cash  flow and
historical  ability to service its  indebtedness  and because certain  financial
ratios  are  calculated  on a similar  basis.  EBITDA  has not been  reduced  by
management and directors fees,  both of which are  subordinated to the Company's
obligations under the senior subordinated notes.

On August 16,  1995,  the Company  was  acquired  by members of  management  and
affiliates of The Jordan Company. In October 1996, the Company acquired OSD, and
in October 1997, the Company acquired Lansec.

On April 22, 1998, the Company,  through its  wholly-owned  subsidiary,  Jackson
Acquisition, Inc., acquired American Allsafe Company and Silencio/Safety Direct,
Inc. for $29.1 million,  as adjusted,  (the Allsafe  Acquisition).  On April 23,
1998, the Company, through its wholly-owned subsidiary, Crystaloid Technologies,
Inc.,  acquired Crystaloid  Electronics,  Inc., for $6.0 million (the Crystaloid
Acquisition).  On July 22, 1998,  American  Allsafe Company  acquired all of the
outstanding  capital stock of Kedman Company (the Kedman  Acquisition)  for $9.2
million.  The Allsafe  Acquisition,  the Crystaloid  Acquisition  and the Kedman
Acquisition are collectively referred to as the Acquisitions.

On May 17, 1999, the Company, through its wholly-owned subsidiary,  TMT-Pathway,
L.L.C.,  acquired the assets of Morton  Traffic  Markings,  a division of Morton
International,  Inc. for $36.3 million (the TMT-Pathway  Acquisition),  net of a
$1.7 million purchase price adjustment.

RESULTS OF OPERATIONS (dollars in thousands unless otherwise noted)

Net Sales                          2000        1999        1998
---------                          ----        ----        ----
          PSP................... $102,899    $107,067     $93,596
          HSP...................  118,277     106,141      71,636
                                 --------    --------    --------
          TOTAL................. $221,176    $213,208    $165,232
                                 ========    ========    ========

Net  sales  increased  3.7% to  $221.2  million  from  $213.2  million  in 1999.
Increased  Highway  Safety sales by  TMT-Pathway  were offset by the  continuing
effect of the European  currency  devaluation  and the slowing  economy in North
America.  PSP net sales in 2000  decreased  3.9% to $102.9  million  from $107.1
million  in 1999.  The sales  decrease  was  primarily  the  result of  devalued
European currencies,  the sales decline in the Company's Crystaloid division and
the  divestiture  of the Company's Aden  Opthalmic  Products (AOP)  prescription
frame business during the fourth quarter of 1999 all of which accounted for $4.9
million of  decreased  sales.  HSP net sales in 2000  increased  11.4% to $118.3
million from $106.1 million in 1999.

Net sales in 1999 increased  29.0% to $213.2 million from $165.2 million in 1998
primarily  attributed to a full year of volume  associated with the Acquisitions
and the TMT-Pathway Acquisition. PSP net sales in 1999 increased 14.4% to $107.1
million from $93.6 million in 1998 due to acquisition activity,  which accounted
for a net sales increase of $18.9 million in 1999. Had the Acquisitions occurred
on January 1, 1998,  net sales for the  comparable  years would have reflected a
decrease of $4.1 million,  or 3.7%. The Company believes that the decline in PSP
sales is  attributable  to soft economic  conditions  in the  worldwide  welding
market, the continuing effect of the strong dollar on the Company's sales within
Europe and a decline in the Company's avionic sales at its Crystaloid  division.
HSP net sales in 1999 increased 48.2% to $106.1 million from $71.6 million in


                                       8
<PAGE>

1998. The increase in net sales for this period is primarily attributable to the
TMT-Pathway Acquisition, which provided $31.9 million in net sales and increased
HSP  demand  (pro  forma  increase  of  8.5%).  Had  the  Acquisitions  and  the
TMT-Pathway  Acquisition occurred on January 1, 1998, consolidated net sales for
1999 would have reflected an increase of $5.0 million, or 2.3% over 1998.

Cost of Sales                      2000        1999         1998
-------------                      ----        ----         ----
          PSP.................... $65,629     $67,926     $57,986
          HSP....................  88,254      77,194      53,339
                                 --------    --------    --------
          TOTAL..................$153,883    $145,120    $111,325
                                 ========    ========    ========

The  increase in cost of sales of $8.8  million in 2000 from 1999 was  primarily
due to increased  sales and an increase in the cost of sales as a percentage  of
sales.  Cost of sales as a percentage of sales  increased 1.5 percentage  points
primarily  due to  higher  natural  gas and  freight  costs.  PSP  cost of sales
decreased  3.4% to $65.6  million from $67.9 million in 1999 due to the decrease
in sales. PSP cost of sales as percentage of sales remained consistent from year
to year. HSP cost of sales  increased  14.3% to $88.3 million from $77.2 million
in 1999 primarily due to the TMT-Pathway Acquisition, which represented 71.1% of
the  increase.  Margin growth from higher  margin  coatings  sales was offset by
higher  natural gas and freight  costs,  resulting in an increase in HSP cost of
sales as a percentage of sales from year to year.

The increase in cost of sales of $33.8  million in 1999 from 1998  resulted from
increased  sales.  PSP cost of sales increased 17.1% to $67.9 million from $58.0
million in 1998,  primarily as a result of a full year of volume associated with
the Acquisitions.  PSP cost of sales as a percentage of sales increased to 63.4%
from 62.0%, as lower overhead  absorption  occurred at several facilities due to
lower volume levels and reduced inventories. HSP cost of sales in 1999 increased
44.7% to $77.2 million from $53.3 million in 1998,  primarily as a result of the
increase in net sales.  HSP cost of sales as a percentage of sales  decreased to
72.7% from 74.5%, as TMT-Pathway  provides  favorable gross margins  relative to
the total HSP gross margin.
<TABLE>
<CAPTION>

Selling, General and Administrative                                    2000         1999        1998
-----------------------------------                                    ----         ----        ----
<S>                                                                  <C>             <C>         <C>
          PSP.................................................        $21,658     $22,930     $17,997
          HSP.................................................          9,811       8,090       5,823
          Reconciliation to consolidated totals (Corporate) ..          4,859       4,241       3,746
                                                                     --------    --------    --------
          TOTAL...............................................        $36,328     $35,261     $27,566
                                                                     ========    ========    ========
</TABLE>
Selling,  general and  administrative  expenses  increased 3.0% to $36.3 million
from $35.3 million in 1999 largely due to the TMT-Pathway Acquisition.  On a pro
forma basis,  selling,  general and  administrative  expenses remained flat from
year to year.

Selling, general and administrative expenses increased 27.9% to $35.3 million in
1999 from $27.6  million  in 1998 due to the  Acquisitions  and the  TMT-Pathway
Acquisition.  On a pro forma basis, selling, general and administrative expenses
increased  4.0% in 1999 from 1998 as the Company  incurred  increased  corporate
administrative expenses associated with the Acquisitions and the requirements of
being an SEC registrant.
<TABLE>
<CAPTION>

EBITDA                                                                 2000         1999        1998
------                                                                 ----         ----        ----
<S>                                                                    <C>          <C>        <C>
          PSP.................................................       $21,183     $20,595     $20,151
          HSP.................................................        23,164      23,067      14,139
          Reconciliation to consolidated totals (Corporate) ..        (4,340)     (4,120)     (3,179)
                                                                     --------    --------    --------
           TOTAL..............................................       $40,007     $39,542     $31,111
                                                                     ========    ========    ========
</TABLE>

EBITDA  remained  level in 2000 from 1999.  PSP EBITDA  excluding  European  and
Crystaloid  results  increased  11.2% in 2000 from  1999.  HSP  EBITDA  remained
consistent  with prior year as increased sales were offset by higher natural gas
and freight costs.

                                       9
<PAGE>

EBITDA for the year ended  December 31, 1999  increased  27.1% to $39.5  million
from $31.1  million  during the year ended  December  31,  1998.  This growth is
primarily  attributable to the Acquisitions,  the TMT-Pathway  Acquisition,  and
increased HSP demand  offset by a decline in PSP sales and  increased  corporate
administrative  expenses.  Had the Acquisitions and the TMT-Pathway  Acquisition
taken place on January 1, 1998, EBITDA would have remained consistent.
<TABLE>
<CAPTION>

Operating Income                                                       2000         1999        1998
----------------                                                       ----         ----        ----
<S>                                                                     <C>         <C>        <C>
          PSP.................................................        $6,505      $7,377     $10,752
          HSP.................................................        11,586      14,668       9,105
          Reconciliation to consolidated totals (Corporate) ..        (4,859)     (4,241)     (3,746)
                                                                     --------    --------    --------
           TOTAL..............................................       $13,232     $17,804     $16,111
                                                                     ========    ========    ========
</TABLE>

Consolidated  operating  income in 2000  decreased  to $13.2  million from $17.8
million in 1999 primarily attributable to a full year of amortization associated
with the TMT-Pathway Acquisition,  the sales decline in the Company's Crystaloid
division,  the  divestiture  of the AOP  prescription  safety frame business and
higher natural gas and freight costs.

Consolidated  operating  income in 1999  increased  to $17.8  million from $16.1
million in 1998. As discussed  above,  this growth is primarily  attributable to
the Acquisitions, the TMT-Pathway Acquisition, and increased HSP demand.

Income Tax                          2000       1999       1998
----------                          ----       ----       ----

          Benefit (expense)......  $3,287     $1,172     ($224)
                                   ======     ======     ======


Income tax benefit in 2000  increased  to $3.3 million from $1.2 million in 1999
due to the  elimination  of the  $10.1  million  tax  valuation  allowance.  The
elimination  in the  valuation  allowance  during  2000 is  attributable  to the
utilization of net operating loss (NOL)  carryforwards  in 2000 and anticipating
realizing the benefit of all deferred tax assets in the future.  The elimination
of the  allowance  resulted  in a 2000  tax  benefit  of $4.2  million  with the
remaining $5.9 million recorded as a reduction of goodwill.  The amount reducing
goodwill  represents the portion of the valuation allowance recorded in purchase
accounting.

Income tax  benefit  in 1999  increased  to $1.2  million  from ($0.2  million),
primarily due to the  realization of $1.8 million in benefits from net operating
loss carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating  activities in 2000, 1999 and 1998 was $12.4 million,
$15.1 million and $15.4  million,  respectively.  The decrease in 2000 from 1999
stems from an increase in  inventory  levels  coupled  with the  decrease in the
valuation  allowance.  Cash provided by operating activities remained consistent
in 1999 from 1998. Changes in working capital resulted in (uses) sources of cash
of ($4.9  million),  ($3.6  million)  and $0.9  million in 2000,  1999 and 1998,
respectively.

Cash used in investing activities in 2000, 1999 and 1998 was $5.9 million, $45.8
million and $54.3 million, respectively. The higher use of cash in 1999 includes
$39.9 million expended for the TMT-Pathway Acquisition. The 1998 period includes
$47.8 million expended for the Acquisitions. The Company typically makes capital
expenditures  related  to the  maintenance  and  improvements  of  manufacturing
facilities and related  processing  equipment such as injection molding machines
and glass bead furnaces.  Net capital  expenditures  in 2000, 1999 and 1998 were
$5.9 million, $5.8 million and $6.7 million, respectively.

Net cash (used in) provided by financing  activities in 2000,  1999 and 1998 was
($6.4 million), $30.5 million and $38.7 million,  respectively.  The decrease in
2000 over the prior year is a result of the absence of incremental  debt to fund
acquisition  activity.  In 1999,  the proceeds  were provided by the issuance of
long-term debt and used principally to finance the TMT-Acquisition. During 1998,
the  proceeds  were  provided  by the Senior  Subordinated  Notes and the Credit
Facility  (see  below) and used to repay  long-term  debt,  repay the premium of
long-term debt and finance the Acquisitions.

                                       10
<PAGE>

On April 16, 1998, the Company offered $115.0 million aggregate principal amount
of Senior  Subordinated  Notes (the  Notes) due April 15,  2005.  The Notes bear
interest at the rate of 9 1/2% per annum,  payable  semi-annually  in arrears on
April 15 and  October  15 of each  year.  The  payment  of  principal,  premium,
interest and  liquidated  damages on the Notes are  unconditionally  guaranteed,
jointly and severally, by the Company's domestic subsidiaries (Guarantors).

Effective  April 22,  1998,  the Company  entered into a credit  agreement  (the
Credit  Facility) with Fleet National Bank, as agent,  and Firstar Bank National
Association,  which  provided  for a line of credit in the  aggregate  amount of
$125.0 million.  This credit  agreement was amended during the second quarter of
1999 to  increase  the  line of  credit  to  $135.0  million,  consisting  of an
acquisition  line  facility  in the  principal  amount of $105.0  million  and a
revolving  facility  in the  principal  amount  of  $30.0  million.  The  Credit
Agreement requires, and borrowing under the revolving credit facility is subject
to, satisfaction of financial and other covenants. In addition, revolving credit
borrowings  are dependent on compliance  with a borrowing base test. At December
31, 2000 there was (i) $5.1 million outstanding on the revolving credit facility
and $1.4 million of letters of credit outstanding,  resulting in availability of
$23.5 million and (ii) $95.0 million  outstanding on the  acquisition  facility,
resulting  in  availability  of $10.0  million.  The  average  interest  rate on
outstanding borrowings under the Credit Facility was 8.9% at December 31, 2000.

Based on preliminary  information,  the Company's  financial results for January
and  February  2001 were  adversely  affected by the recent spike in natural gas
prices, severe weather (which dampened demand for highway construction supplies)
and the general  softening of  macro-economic  conditions.  The Company believes
that results for March will show a marked  improvement over the first two months
results  although first quarter 2001 results are still expected to be materially
below first quarter 2000 results.  The Company was in compliance with all of its
financial   covenants  as  of  December  31,  2000  and,  based  on  preliminary
information,  currently  expects  to be in  compliance  as of  March  31,  2001.
However, if the Company's results of operations were to be adversely affected in
the future as they were in January and February 2001 or if the Company's current
estimates for the first quarter of 2001 were to prove to be inaccurate,  then in
order to remain in compliance  with the credit  agreement,  the Company would be
required to seek a waiver and/or amendment of certain of the Credit  Agreement's
financial covenants.

Subject to the foregoing  discussion,  the Company  believes that cash flow from
operations  together with  available  borrowing  capacity are sufficient to fund
working   capital   requirements,   debt  service   requirements,   and  capital
expenditures on a going forward basis. The Company  anticipates that its capital
expenditure requirements for 2001 will be approximately $6.5 million. Subject to
the foregoing  discussion,  the Company  believes that cash flow from  operating
activities  and borrowings  under the Credit  Agreement will be adequate to meet
the  Company's   short-term  and  long-term   liquidity   requirements  for  the
foreseeable future, although no assurance can be given in this regard.

EURO CONVERSION

On January 1, 1999, eleven of the fifteen member countries of the European union
established fixed conversion rates between their existing  sovereign  currencies
and the Euro. The participating countries have agreed to adopt the Euro as their
common legal currency as of that date while still utilizing their local currency
until January 1, 2002.

The Company has  assessed  the  potential  impact to the Company that may result
from the Euro  conversion.  In addition to tax  accounting  considerations,  the
Company   has   upgraded   its   current   software   package   to   accommodate
Euro-denominated  transactions  and is in the  process  of  implementation.  The
Company  is also  considering  the  competitive  impact  of  cross-border  price
transparency,  which  may  make it  more  difficult  for  businesses  to  charge
different prices for the same products on a country-by-country  basis. While the
Company will continue to assess the impact of the  information,  management does
not  believe  that the  introduction  of the Euro will have a  material  adverse
effect on the Company's financial condition or results of operation.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

The Financial  Accounting  Standards  Board issued SFAS No. 133,  Accounting for
Derivative  Instruments and Hedging Activities and SFAS No. 138,  Accounting for
Certain   Instruments   and  Certain   Hedging   Activity  to  amend  SFAS  133.
Collectively,  these  statements  establish  accounting and reporting  standards
requiring that an entity recognize certain derivative  instruments as assets and
liabilities  in the  statement  of  financial  position and measure them at fair
value.  These  statements  require that changes in the fair value of derivatives
are to be recognized currently in earnings unless specific accounting provisions
for qualifying  hedges allow a  derivative's  gains and losses to offset related
results of the hedged item in the income statement, and require that the Company
must formally  document,  designate and assess the effectiveness of transactions
                                       11
<PAGE>

that qualify for hedge  accounting.  SFAS 133 and SFAS 138 become  effective for
fiscal years beginning after June 15, 2000. The Company adopted these statements
effective  January 2001.  These statements did not have a material impact to the
consolidated financial statements of the Company.

SEASONALITY AND INFLATION

The   Company   experiences   seasonal   fluctuations   in  its  net  sales  and
profitability, with generally lower net sales and profitability in the first and
fourth quarters and increased working capital  requirements in the first half of
its fiscal year. The seasonality of net sales and profitability is primarily due
to the winter slowdown of highway  construction  and maintenance  projects.  The
impact of inflation on the  Company's  operations  has not been  significant  to
date.  However,  there can be no assurance  that a high rate of inflation in the
future would not have an adverse effect on the Company's operating results.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In general,  the  Company's  results of  operations  are  affected by changes in
exchange rates. Subject to market conditions, the Company prices its products in
Europe and Canada in local  currency.  While many of the  Company's  selling and
distribution costs are also denominated in these currencies,  a large portion of
product costs are U.S. Dollar denominated. As a result, an increase in the value
of the U.S.  Dollar  relative to other  currencies can have a negative effect on
the  profitability  of the Company.  As a result of the acquisition of GmbH, the
Company's  operations are also affected by changes in exchange rates relative to
the  German  Deutsche  Mark,   Italian  Lira,   British  Pound,   French  Franc,
Netherland's  Guilder  and the  Euro.  A  decline  in the  value of any of these
currencies  relative  to other  currencies  can have a  negative  impact  on the
profitability  of  the  Company.  These  exchange  rate  fluctuations  decreased
profitability by $0.2 million for the year ended December 31, 2000.

The Company's market risk exposure is primarily due to possible  fluctuations in
interest  rates.  The Company uses an interest  rate cap agreement to manage its
exposure on variable rate debt  obligations.  The Company uses a balanced mix of
debt to manage its exposure to interest rate changes. For additional information
of  the  Company's  interest  rate  cap  agreement,  refer  to  note  7  in  the
Consolidated  Financial Statements.  The Company's outstanding long-term debt at
December 31, 2000 is as follows:
<TABLE>
<CAPTION>
                                         Principal     Notional                   Receive       Maturity
                                           Amount       Amount      Pay Rate        Rate          Date        Fair Value
                                         ---------     --------     --------      -------       --------      ----------
<S>                                          <C>          <C>          <C>          <C>            <C>             <C>
Fixed Rate Debt:
Senior Subordinated Notes ........        $114,586        N/A         9.50%          N/A      April, 2005      $ 98,800

Variable Rate Debt:
Acquisition Facility .............          95,000        N/A          (1)           N/A      April, 2004        95,000
Revolving Working Capital Facility           5,065        N/A        10.25%(2)       N/A      April, 2004         5,065
Interest Rate Cap Agreement ......             N/A      50,000        6.50%(3)      6.50%  December 15, 2001         --
</TABLE>


(1)  The borrowings under the Acquisition Facility bear interest at the rate per
     annum  equal to the LIBOR rate (as  defined in the credit  agreement)  plus
     2.25%. In order to protect against  interest rate risk, the Company engages
     in LIBOR  contracts.  As of December 31, 2000 the following LIBOR contracts
     existed:  $43,500  outstanding at 8.63% due June 20, 2001; $39,500 at 8.81%
     due March 19,  2001,  $10,000 at 9.0% due  February  27, 2001 and $5,000 at
     8.81% due March 19, 2001.

(2)  The borrowings  under the Revolving  Working  Capital Credit  Facility bear
     interest  at the rate per annum  equal to the LIBOR rate (as defined in the
     credit agreement) plus 2.25%.

(3)  The interest  rate cap  agreement  has a strike rate of 6.60% from December
     15,  2000 to March 15,  2001 and 6.50% from March 15 to  December  15, 2001
     with a notional amount of $50.0 million at a cost of $21 thousand.

The fixed rate portion of the Company's long-term debt does not bear significant
interest  rate risk.  The variable  rate debt would be affected by interest rate
changes  to the  extent  the  debt is not  matched  with an  interest  rate  cap
agreement or, in the case of the revolving  credit  agreement,  to the extent of
the balances outstanding.

                                       12
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1)  Index to Financial Statements

Independent Auditors Report....................................................1

Consolidated Balance Sheets-December 31, 2000 and 1999.........................2

Consolidated Statement of Operations-Years Ended December 31, 2000, 1999
    and 1998...................................................................3

Consolidated Statement of Stockholders' Deficit-Years Ended December 31,
    2000, 1999 and 1998........................................................4

Consolidated Statement of Cash Flows-Years Ended December 31,
    2000, 1999 and 1998........................................................5

Notes to Consolidated Financial Statements.....................................6


                                       13
<PAGE>




                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

                        Consolidated Financial Statements

                           December 31, 2000 and 1999

                   (With Independent Auditors' Report Thereon)




                          Independent Auditors' Report



The Board of Directors
Jackson Products, Inc.:


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Jackson
Products,  Inc. and subsidiaries (the Company) as of December 31, 2000 and 1999,
and the related consolidated  statements of operations,  stockholders'  deficit,
and cash flows for each of the years in the three-year period ended December 31,
2000. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Jackson Products,
Inc. and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.




KPMG

St. Louis, Missouri
February 16, 2001


<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 2000 and 1999



<TABLE>
<CAPTION>


                                          Assets                                                2000          1999
                                                                                             ----------     ----------
                                                                                              (In thousands, except
                                                                                                    share data)
<S>                                                                                              <C>              <C>
Current assets:
   Cash                                                                                     $      388            244
   Accounts receivable, net of allowance for doubtful accounts of $1,275
     and $1,140 at December 31, 2000 and 1999, respectively                                     24,875         25,593
   Inventories                                                                                  38,025         34,461
   Deferred tax assets                                                                           3,391          1,823
   Prepaid expenses                                                                              1,369            869
                                                                                             ----------     ----------

           Total current assets                                                                 68,048         62,990
                                                                                             ----------     ----------

Property, plant, and equipment, net                                                             42,114         44,521
Intangibles                                                                                     59,772         82,816
Deferred financing costs                                                                         4,751          6,061
Other noncurrent assets                                                                          9,039              5
                                                                                             ----------     ----------

                                                                                            $  183,724        196,393
                                                                                             ==========     ==========


                           Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable                                                                         $   14,504         12,875
   Other accrued liabilities                                                                     5,546          6,837
   Accrued interest                                                                              2,723          3,315
   Accrued income taxes                                                                            374            460
   Current portion of long-term debt                                                             8,907             --
                                                                                             ----------     ----------

           Total current liabilities                                                            32,054         23,487
                                                                                             ----------     ----------

Long-term debt                                                                                 205,744        221,027

Other noncurrent liabilities                                                                     4,073          3,067

Stockholders' deficit:
   Class A common stock, $.01 par value; 100,000 shares authorized; 38,530
     shares issued and outstanding at December 31, 2000 and December 31, 1999                       --             --
   Class C common stock, $.01 par value; 15,000 shares authorized; 8,526
     shares issued and outstanding at December 31, 2000 and December 31, 1999                       --             --
   Additional paid-in capital                                                                    2,952          2,952
   Accumulated other comprehensive loss                                                           (844)          (679)
   Loans due on common stock                                                                      (329)          (329)
   Accumulated deficit                                                                         (59,926)       (53,132)
                                                                                             ----------     ----------

           Total stockholders' deficit                                                         (58,147)       (51,188)
                                                                                             ----------     ----------

                                                                                            $  183,724        196,393
                                                                                             ==========     ==========

</TABLE>

          See accompanying notes to consolidated financial statements.



                                       2
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                  Years ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
                                                                                    2000         1999          1998
                                                                                 ----------   ----------   ----------
                                                                                             (In thousands)
<S>                                                                                   <C>           <C>        <C>
Net sales                                                                       $  221,176      213,208      165,232

Operating expenses:
    Cost of sales                                                                  153,883      145,120      111,325
    Selling, general and administrative                                             36,328       35,261       27,566
    Write down of assets                                                                --           --          576
    Amortization of intangibles                                                     17,733       15,023        9,654
                                                                                 ----------   ----------   ----------

             Total operating expenses                                              207,944      195,404      149,121
                                                                                 ----------   ----------   ----------

             Operating income                                                       13,232       17,804       16,111

Other:
    Interest expense                                                               (20,744)     (19,347)     (15,803)
    Amortization of deferred financing costs                                        (1,500)      (1,501)      (1,271)
    Other                                                                           (1,069)        (880)        (643)
                                                                                 ----------   ----------   ----------
             Loss before income tax (benefit) expense
               and extraordinary item                                              (10,081)      (3,924)      (1,606)

Income tax (benefit) expense                                                        (3,287)      (1,172)         224
                                                                                 ----------   ----------   ----------

             Loss before extraordinary item                                         (6,794)      (2,752)      (1,830)

Extraordinary item - loss due to early extinguishment of
    debts, net of taxes                                                                 --           --       (7,558)
                                                                                 ----------   ----------   ----------

             Net loss                                                           $   (6,794)      (2,752)      (9,388)
                                                                                 ==========   ==========   ==========


</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

                Consolidated Statements of Stockholders' Deficit

                  Years ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
                                                                  Accumulated
                                   Class A   Class C   Additional    other       Due on
                                    common    common    paid-in   comprehensive  common   Accumulated
                                    stock     stock     capital      income       stock     deficit       Total
                                   --------  --------  ----------  -----------   -------  -----------   ---------
                                                                 (In thousands)
<S>                                                <C>       <C>          <C>       <C>        <C>          <C>
Balance at December 31, 1997      $    --         --       7,102         (106)     (343)     (37,930)    (31,277)

Comprehensive loss:
   Net loss                            --         --          --           --        --       (9,388)     (9,388)
   Cumulative translation
     adjustment                        --         --          --          165        --           --         165
                                                                                                        ---------

Comprehensive loss                                                                                        (9,223)

Repurchase of common stock             --         --      (4,150)          --        --           --      (4,150)
Accrued dividends - preferred
   stock                               --         --          --           --        --       (2,609)     (2,609)
Accretion of preferred stock           --         --          --           --        --         (453)       (453)
                                   --------  --------  ----------  -----------   -------  -----------   ---------

Balance at December 31, 1998           --         --       2,952           59      (343)     (50,380)    (47,712)

Comprehensive loss:
   Net loss                            --         --          --           --        --       (2,752)     (2,752)
   Cumulative translation
     adjustment                        --         --          --         (738)       --           --        (738)
                                                                                                        ---------

Comprehensive loss                                                                                        (3,490)
Repayment of loans on
   common stock                        --         --          --           --        14           --          14
                                   --------  --------  ----------  -----------   -------  -----------   ---------

Balance at December 31, 1999           --         --       2,952         (679)     (329)     (53,132)    (51,188)

Comprehensive loss:
   Net loss                            --         --          --           --        --       (6,794)     (6,794)
   Cumulative translation
     adjustment                        --         --          --         (165)       --           --        (165)
                                                                                                        ---------

Comprehensive loss                                                                                        (6,959)
                                   --------  --------  ----------  -----------   -------  -----------   ---------

Balance at December 31, 2000      $    --         --       2,952         (844)     (329)     (59,926)    (58,147)
                                   ========  ========  ==========  ===========   =======  ===========   =========

</TABLE>

          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 2000, 1999, and 1998


<TABLE>
<CAPTION>
                                                                                         2000     1999       1998
                                                                                      --------- ---------  ---------
                                                                                               (In thousands)
<S>                                                                                       <C>      <C>         <C>
Cash flows from operating activities:
   Loss before extraordinary item                                                   $  (6,794)    (2,752)    (1,830)
   Adjustments to reconcile loss before extraordinary
     item to net cash provided by operating activities:
       Depreciation                                                                     8,546      6,715      4,770
       Write-down of assets                                                                --         --        576
       Deferred income taxes                                                           (3,750)    (1,823)        --
       Amortization of deferred financing costs, intangibles
         and debt discount                                                             19,233     16,639     11,023
       Changes in operating assets and liabilities, net
         of effects of acquisitions:
           Accounts receivable                                                            718        353      2,826
           Inventories                                                                 (3,564)     3,142     (2,338)
           Accounts payable                                                             1,629     (5,794)       855
           Other accrued liabilities                                                   (1,291)       (42)      (478)
           Accrued interest                                                              (592)      (344)       942
           Accrued taxes                                                                  (86)      (615)       (67)
           Other, net                                                                  (1,667)      (335)      (862)
                                                                                     ---------  ---------  ---------

               Net cash provided by operating activities                               12,382     15,144     15,417
                                                                                     ---------  ---------  ---------

Cash flows from investing activities:
   Acquisition of businesses including transaction costs,
     net of cash acquired                                                                  --    (39,928)   (47,752)
   Deferral of acquisition price, net of payments                                          --         --       (105)
   Capital expenditures                                                                (5,862)    (5,836)    (6,670)
   Proceeds from the sale of assets                                                        --         --        260
                                                                                     ---------  ---------  ---------

               Net cash used in investing activities                                   (5,862)   (45,764)   (54,267)
                                                                                     ---------  ---------  ---------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt                                                --     39,491    204,332
   Repurchase of common stock, net of loan payments                                        --         14     (4,150)
   Repurchase of preferred stock                                                           --         --    (23,998)
   Financing costs                                                                         --         --     (8,300)
   Prepayment premium of long-term debt                                                    --         --     (2,210)
   Repayment of long-term debt                                                         (6,376)    (8,968)  (127,020)
                                                                                     ---------  ---------  ---------

               Net cash (used in) provided by financing activities                     (6,376)    30,537     38,654
                                                                                     ---------  ---------  ---------

               Increase (decrease) in cash                                                144        (83)      (196)

Cash, beginning of year                                                                   244        327        523
                                                                                     ---------  ---------  ---------

Cash, end of year                                                                   $     388        244        327
                                                                                     =========  =========  =========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       5
<PAGE>
                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

(1) THE COMPANY

     Jackson Acquisition Corp., a Delaware  corporation,  was formed on July 27,
     1995 for the purpose of acquiring  all of the  outstanding  common stock of
     Jackson Holding Company (Holding).  On August 16, 1995, Jackson Acquisition
     Corp.  purchased all of the outstanding  stock of Holding for $129,000 (the
     JPI Acquisition),  with Holding the surviving corporation. Prior to the JPI
     Acquisition,  Holding owned 100% of the outstanding common stock of Jackson
     Products, Inc. Immediately following the JPI Acquisition, Jackson Products,
     Inc. was merged into Holding with Holding being the  surviving  corporation
     and renamed Jackson Products, Inc. (the Company).

     The Company owns 100% of the outstanding common stock of Flex-O-Lite, Inc.;
     OSD Envizion,  Inc.  (OSD);  Lansec Holding GmbH (GmbH);  American  Allsafe
     Company  (Allsafe);  Silencio Safety Direct,  Inc.  (Silencio);  Crystaloid
     Technologies Inc.  (Crystaloid);  Kedman Company (Kedman); and TMT-Pathway,
     L.L.C.  (TMT-Pathway).  During  1999,  OSD was merged  into the Company and
     Kedman was merged into Allsafe.

     The Company is engaged in the  manufacture,  design,  and  distribution  of
     safety  equipment used primarily in the cutting and welding,  construction,
     and  general  industrial  markets  as well as state  and  local  government
     agencies.  The Company has two  reportable  segments,  the personal  safety
     segment  and the  highway  safety  segment.  The  personal  safety  segment
     (Jackson Products, Inc., GmbH, Allsafe,  Silencio,  Crystaloid, and Kedman)
     offers  consumable  products  designed to protect the head, face, and eyes.
     The highway safety segment (Flex-O-Lite and TMT-Pathway)  offerings include
     reflective  glass  beads,  traffic  work  zone  safety  equipment,  traffic
     coatings, and specialized coating applications equipment.

(2) ACQUISITIONS

     On April 22,  1998,  the  Company,  through  its  wholly-owned  subsidiary,
     Jackson Acquisition, Inc., acquired all of the outstanding capital stock of
     Allsafe and Silencio for $29,100  (the Allsafe  Acquisition).  On April 23,
     1998,  the  Company,  through  its  wholly-owned   subsidiary,   Crystaloid
     Technologies,  Inc.  acquired  all  of the  outstanding  capital  stock  of
     Crystaloid  Electronics,  Inc.,  for $6,000 (the  Crystaloid  Acquisition).
     Intangible  assets totaling  $11,824 and $4,331 were recorded in connection
     with the Allsafe Acquisition and Crystaloid Acquisition,  respectively, and
     are being amortized over 3-15 years.

     On July 22, 1998, Allsafe acquired all of the outstanding  capital stock of
     Kedman  Company  (the Kedman  Acquisition)  for a total  purchase  price of
     $9,200.  Intangible assets totaling $6,197 were recorded in connection with
     the Kedman Acquisition and are being amortized over five years. The Allsafe
     Acquisition,  the Crystaloid  Acquisition  and the Kedman  Acquisition  are
     hereinafter collectively referred to as "the Acquisitions".

     On  May  17,  1999,  the  Company,  through  its  wholly-owned  subsidiary,
     TMT-Pathway,  acquired the assets of Morton Traffic Markings, a division of
     Morton International,  Inc. for $36,295 (the TMT-Pathway Acquisition),  net
     of  a  $1,696  purchase  price  adjustment.  TMT-Pathway  manufactures  and
     distributes traffic coatings and specialized coating applications equipment
     for the highway safety industry. Intangible assets in the amount of $22,630
     were recorded in connection  with the  acquisition  and are being amortized
     over three to five years.

     All   acquisitions   were  accounted  for  using  the  purchase  method  of
     accounting.  Accordingly,  total purchase cost for these  transactions  has
     been  allocated to the assets and  liabilities  of the  companies  based on
     their  respective  fair values.  The results of  operations of the acquired
     businesses  have been  included in the  consolidated  financial  statements
     since the acquisition date.

     Pro forma  consolidated net sales would have been $223,795 and $218,832 for
     the  years  ended  December  31,  1999 and  1998,  respectively.  Pro forma
     consolidated  net loss would have been  $5,569  and  $14,221  for the years
     ended December 31, 1999 and 1998, respectively;  the pro forma consolidated
     net loss  before  extraordinary  items  would have been  $5,569 and $6,663,
     respectively.  The unaudited  proforma results of operations of the Company
     for the years  ended  December  31,  1999 and 1998 give  effect to: (i) the
     Acquisitions and the TMT-Pathway  Acquisition and (ii) the refinancing,  as
     discussed  in Note 7, as if each had  occurred  on January  1, 1998.  These
     amounts  represent  unaudited data and, in  management's  opinion,  are not
     indicative of actual results had the  acquisitions  been consummated at the
     beginning of the respective fiscal years.


                                       6
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation
     ---------------------------

     The consolidated  financial  statements include the accounts of the Company
     and its wholly owned subsidiaries.  All material  intercompany balances and
     transactions have been eliminated in  consolidation.  Certain 1999 and 1998
     balances have been reclassified to conform to 2000 presentation.

     Use of Estimates
     ----------------

     Management  of the Company has made a number of estimates  and  assumptions
     relating  to the  reporting  of assets  and  liabilities  and the  reported
     amounts of revenues and expenses to prepare  these  consolidated  financial
     statements in conformity with accounting  principles  generally accepted in
     the United  States of  America.  Actual  results  could  differ  from those
     estimates.

     Consolidated Statements of Cash Flows
     -------------------------------------

     For  purposes of the  consolidated  statements  of cash flows,  the Company
     considers all highly liquid  investments  purchased with initial maturities
     of three months or less to be cash equivalents. Interest paid for the years
     ended  December 31, 2000,  1999,  and 1998 totaled  $21,240,  $18,889,  and
     $14,789,  respectively.  Taxes paid for the years ended  December 31, 2000,
     1999, and 1998 totaled $475, $1,384, and $215, respectively.

     Revenue and Accounts Receivable
     -------------------------------

     The  Company  recognizes  revenue  upon  shipment  of  merchandise  to  its
     customers.  The terms of shipment are generally  FOB shipping  point and no
     customer  rights of return exist.  The Company's  sales are primarily North
     American,  with customers  generally located  throughout the United States,
     Canada, and Europe.

     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations of credit risk consist primarily of trade  receivables.  The
     Company performs ongoing credit  evaluations of its customers and generally
     does not  require  collateral.  For the years ended  December  31, 2000 and
     1999,  the Company had no  customers  whose  purchases  exceeded 10% of net
     sales, nor did any customers account receivable balance exceed 10% of total
     accounts  receivable  as of December 31, 2000 and 1999.  For the year ended
     December  31,  1998,  the Company had one major  customer  whose  purchases
     exceeded 10% of net sales.  The  percentage  of net sales to this  customer
     totaled 11%.

     Inventories
     -----------

     Inventories  are stated at the lower of cost or market.  Cost is determined
     using the  first-in,  first-out  (FIFO)  method or the average cost method.
     Elements of cost in inventory  include raw  materials,  direct  labor,  and
     manufacturing overhead.

     Property, Plant, and Equipment
     ------------------------------

     Property, plant, and equipment acquired through the purchases of businesses
     are  recorded at fair  value.  Subsequent  additions  and  improvements  to
     property, plant, and equipment are capitalized at cost.

     Depreciation  is calculated  using the  straight-line  method.  The average
     estimated  lives  utilized  in  calculating  depreciation  are as  follows:
     buildings and improvements,  7-40 years; and machinery and equipment,  2-18
     years.  Leasehold  improvements,   which  are  included  in  buildings  and
     improvements,  are  depreciated  over  the  shorter  of  the  term  of  the
     respective lease or the life of the respective improvement.


                                       7
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

     Intangible Assets
     -----------------

     The  excess of cost  over the net  tangible  assets  acquired  consists  of
     patents, customer lists, technology-related agreements, and goodwill and is
     amortized  on a  straight-line  basis over  periods  from 2-15  years.  The
     Company  periodically  assesses the recoverability of its intangible assets
     based on the expected  undiscounted  cash flows over the remaining  life of
     the related assets.

     Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
     -----------------------------------------------------------------------

     Recoverability of assets to be held and used is measured by a comparison of
     the  carrying  amount of an asset to future net cash flows  expected  to be
     generated by the asset.  If such assets are considered to be impaired,  the
     impairment to be recognized is measured by the amount by which the carrying
     amount of the assets  exceeds  the fair value of the  assets.  Assets to be
     disposed of are reported at the lower of the carrying  amount or fair value
     less costs to dispose.

     Deferred Financing Costs
     ------------------------

     Deferred financing costs,  consisting of fees and other expenses associated
     with the debt  financing,  are amortized  over the term of the related debt
     using the effective interest method. In connection with the refinancing, as
     discussed in Note 7, the Company recorded deferred  financing fees totaling
     $8,300.

     Related-party Transactions
     --------------------------

     In connection  with the August 1995 JPI  Acquisition,  the Company  entered
     into a Management  Services  Agreement  (Agreement) with The Jordan Company
     (Jordan), an affiliate of the Company. In connection with the Acquisitions,
     the  Company  and  Jordan  agreed to amend  the  Agreement.  The  Agreement
     provides  that the Company  shall pay Jordan an annual fee of the higher of
     (i) $600 or (ii) 2.5% of the Company's  annual  Earnings  Before  Interest,
     Taxes,  Depreciation and Amortization (EBITDA) as defined in the Agreement.
     For the years ended December 31, 2000, 1999, and 1998, the Company expensed
     $984, $880, and $775, respectively, related to the Agreement. These amounts
     are included in other expense.

     In  connection  with the August 1995 JPI  Acquisition,  the Company  loaned
     certain  employees  $427, of which $329 is  outstanding  as of December 31,
     2000 and 1999. All of the loans are due upon the earlier of March 31, 2006,
     or within 90 days after a borrower ceases to be an employee of the Company.
     The  loans  relate to the  purchase  of common  stock of the  Company,  are
     collateralized  by the  pledge of  common  shares  of the  Company,  may be
     prepaid in part or in full without notice or penalty,  and are  represented
     by nonrecourse  promissory notes which bear interest at a rate per annum of
     7%. The loans have been recorded as an increase in stockholders' deficit in
     the consolidated financial statements.

     Financial Instruments
     ---------------------

     The fair market value of those long-term obligations,  which carry variable
     rates,   approximates   carrying   value  since  the  interest   rates  are
     periodically adjusted for changes in market interest rates. The fair market
     value of the Company's 9.50% senior  subordinated  notes is estimated based
     on  quoted  market  prices  for the same or  similar  issues  with the same
     remaining  maturities and overall financial  condition.  As of December 31,
     2000 and  1999,  the fair  value of the notes  were  $98,900  and  $105,800
     compared to the carrying values of $114,586 and $114,472,  respectively. As
     of December 31, 1998, the carrying value approximated the fair value of the
     notes as the debt was negotiated late in the year.

     The  fair  market  values  of the  Company's  other  financial  instruments
     included in the consolidated balance sheets approximate the carrying values
     of the financial instruments.


                                       8
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

     Income Taxes
     ------------

     The Company accounts for income taxes under the asset and liability method.
     Accordingly,  deferred tax assets and  liabilities  are  recognized for the
     future tax consequences  attributable to differences  between the financial
     statement  carrying  amounts of existing  assets and  liabilities and their
     respective tax bases.  The provision for income taxes includes  Federal and
     state  income  taxes  currently  payable  and  those  deferred  because  of
     temporary  differences  between the financial  statements  and tax basis of
     assets and liabilities.

     Comprehensive Income
     --------------------

     The  Company's  comprehensive  loss is  impacted  only by foreign  currency
     translation  adjustments,  which resulted in additional  losses of $165 and
     $738 for the years ended December 31, 2000 and 1999, respectively.

(4) INVENTORIES

     Inventories consist of the following:

                                                        2000        1999
                                                     ----------  ----------

     Raw materials                                 $   11,990      13,959
     Work in process                                    6,330       6,030
     Finished goods                                    19,705      14,472
                                                     ----------  ----------

                                                   $   38,025      34,461
                                                     ==========  ==========

(5) PROPERTY, PLANT, AND EQUIPMENT

     Property, plant, and equipment consist of the following:

                                                        2000        1999
                                                     ----------  ----------

     Land                                          $    3,525       3,525
     Buildings and improvements                        16,107      15,426
     Machinery and equipment                           46,869      44,366
                                                     ----------  ----------

                                                       66,501      63,317

     Less accumulated depreciation                     24,387      18,796
                                                     ----------  ----------

                                                   $   42,114      44,521
                                                     ==========  ==========

     Depreciation expense totaled $8,546, $6,715, and $4,770 for the years ended
     December 31, 2000, 1999, and 1998, respectively.

(6) INTANGIBLES

     Intangibles consist of the following:

                                                        2000        1999
                                                     ----------  ----------

     Goodwill                                      $  108,753     113,480
     Customer lists and unpatented technology          15,362      15,362
     Patents and other                                 14,198      14,196
                                                     ----------  ----------

                                                      138,313     143,038

     Less accumulated amortization                     78,541      60,222
                                                     ----------  ----------

                                                   $   59,772      82,816
                                                     ==========  ==========


                                       9
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

(7) LONG-TERM DEBT

     Long-term obligations consist of the following:

                                                        2000         1999
                                                     ----------  ----------

     Acquisition facility                          $   95,000     101,500
     Revolving working capital facility                 5,065       5,055
     9.50% senior subordinated notes                  115,000     115,000
     Unamortized debt discount                           (414)       (528)
                                                     ----------  ----------
                                                      214,651     221,027

     Less current maturities                            8,907          --
                                                     ----------  ----------

                                                   $  205,744     221,027
                                                     ==========  ==========

          Credit Agreement
          ----------------

          In 1998, the Company refinanced its revolving credit facility and term
          loans,  repurchased a portion of common stock and  repurchased  all of
          the issued and outstanding preferred stock. Additionally, a portion of
          the refinancing  proceeds was utilized to pay a prepayment  premium on
          its preferred stock. In conjunction with the Acquisitions, the Company
          recorded $7,558 of  extraordinary  expense for the year ended December
          31,  1998  consisting  of (i) the  write-off  of  $5,348  in  deferred
          financing  costs and (ii) a $2,210  prepayment  premium  on its senior
          subordinated notes.

          On  April  22,  1998,  the  Company  entered  into a  $125,000  Credit
          Agreement  with  Fleet  National  Bank,  as agent,  and  Firstar  Bank
          National  Association,  as  co-agent,  that is  comprised of a $30,000
          revolving working capital facility and a $95,000 acquisition facility.
          This  agreement  was  amended  during  the  second  quarter of 1999 to
          increase the acquisition  facility to $105,000.  The revolver provides
          that up to $5,000 of such  facility  may be used for the  issuance  of
          letters of credit and lender  guaranties.  The Credit  Agreement  also
          contains  several  financial  covenants,  which require the Company to
          maintain certain  financial ratios and restrict the Company's  ability
          to incur  indebtedness  and pay  dividends.  The commitment fee on the
          unused portion of the revolver is 1/2% per annum, payable quarterly.

          The  Credit   Agreement  is  guaranteed  by  the  Company's   domestic
          subsidiaries  and is secured by a perfected  first  priority  security
          interest in all of the assets of each domestic subsidiary,  the pledge
          of 100% of the  capital  stock  of each  domestic  subsidiary  and the
          pledge of up to a maximum of 66% of the  capital  stock of each direct
          foreign subsidiary.

          Mandatory  principal  payments on the acquisition  facility are due in
          quarterly  installments  beginning  on June 30,  2001,  with the final
          installment  due on April 22, 2004.  For the quarters  ending June 30,
          2001 through March 31, 2003,  the Company is required to pay 3.125% of
          the acquisition  loan  outstanding on April 30, 2001. For the quarters
          ending April 1, 2003 through  March 31, 2004,  the Company is required
          to pay 18.75% of the  outstanding  principal  balance  outstanding  on
          April 30,  2001 with the unpaid  balance  due on April 22,  2004.  The
          entire  principal  balance  outstanding  on the  revolver  is due upon
          maturity of the Credit Agreement.

          The borrowings  under the Credit Agreement bear interest at the option
          of the  Company,  at a rate per  annum  equal to (i) the Base Rate (as
          defined in the Credit Agreement) plus .75%; or (ii) the LIBOR rate (as
          defined in the Credit  Agreement)  plus 2.25% for the working  capital
          facility  and the  acquisition  facility.  For  each  of the  quarters
          following September 30, 1998, the factor added to either the base rate
          or the LIBOR rate will be adjusted based on the ratio of the Company's
          Total Debt to EBITDA (as defined by the Credit Agreement). The average
          interest rate on the  outstanding  borrowings  was 8.9% as of December
          31, 2000.


                                       10
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

          The  Company was in  compliance  with all of the  financial  covenants
          contained  in the Credit  Agreement  as of December  31,  2000.  As of
          December  31,  2000,  there was $5,065  outstanding  on the  revolving
          credit facility and $1,474 of letters of credit outstanding  resulting
          in availability of $23,461.

          Senior Subordinated Notes
          -------------------------

          On April 16, 1998, the Company offered  $115,000  aggregate  principal
          amount of Senior  Subordinated  Notes due April 15, 2005 (the  Notes).
          The  Notes  bear  interest  at the rate of 9 1/2% per  annum,  payable
          semiannually  in arrears on April 15 and  October  15. The  payment of
          principal,  premium,  interest and liquidated damages on the Notes are
          unconditionally  guaranteed,  jointly and severally,  by the Company's
          domestic subsidiaries (Guarantors). The Notes are callable on or after
          April 15, 2001,  in whole or from time to time in part,  at the option
          of the  Company,  at a call price of 105%  commencing  April 15, 2001;
          103% commencing  April 15, 2002;  102% commencing  April 15, 2003; and
          100% commencing April 14, 2004.

          The Notes require the Company to maintain certain financial ratios and
          restrict the incurrence of additional indebtedness by the Company; the
          payment  of  dividends  and other  distributions  with  respect to the
          Company's  capital  stock;  the creation of liens on the assets of the
          Company to secure  certain  subordinated  debt;  and certain  mergers,
          sales of assets, and transactions with affiliates.  The Company was in
          compliance with these covenants at December 31, 2000.

          The net proceeds of the issuance of the Notes  totaled  $114,273.  The
          difference  between the face value and the net proceeds  from issue is
          being amortized over the seven-year term of the Notes.

          In 1998, the Company repaid the $34,000 of 12.25% Senior  Subordinated
          Notes that were issued on August 15, 1995 and due on August 15,  2004.
          As  indicated  previously,  with the  repayment  of these  notes,  the
          Company incurred a prepayment penalty of $2,210.

          Interest Rate Cap
          -----------------

          The  Company  utilizes an interest  rate cap  agreement  to reduce the
          impact of increases in interest  rates on its floating rate debt.  The
          interest rate cap agreement is effective December 15, 2000 and expires
          December  15,  2001  and  entitles  the  Company  to  receive  from  a
          counterparty  an  amount,  if any,  by  which  the  three-month  LIBOR
          interest  rate  exceeds the strike rate stated in the  agreement.  The
          interest  rate cap has a notional  amount of $50,000 and a strike rate
          of 6.6% from  December  15, 2000 to March 15, 2001 and 6.5% from March
          15, 2001 to December 15,  2001.  Any amounts  received  related to the
          agreement are recorded as adjustments to interest expense.

(8) STOCKHOLDERS' DEFICIT

     On July 1, 1996, the Company  amended its Certificate of  Incorporation  to
     reflect  the  100-to-1  reverse  stock split of all  authorized  and issued
     common and preferred  stock.  Following  this stock split,  the  authorized
     capital stock of the Company  consists of 100,000  shares of Class A common
     stock,  45,000  shares of Class B common  stock,  15,000  shares of Class C
     common stock  (collectively the Common Stock), and 2,000 shares of Series A
     Cumulative 13.25% Exchangeable Preferred Stock (the Preferred Stock).

     In connection with the financing for the August 1995 JPI  Acquisition,  the
     Company  issued,  on a  post-stock  split basis,  40,000  shares of Class A
     common stock,  10,000  shares of Class C common stock,  and 1,700 shares of
     Preferred Stock. On April 22, 1998, in connection with the Acquisitions and
     the refinancing,  the Company repurchased all of the outstanding  Preferred
     Stock at $23,998.


                                       11
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

          Common Stock
          ------------

          Dividends are payable equally on shares of all classes of common stock
          in amounts as and when declared by the  Company's  Board of Directors,
          subject to  legally  available  funds and  restrictions  contained  in
          certain  agreements.  Holders of Class A and Class C common  stock are
          entitled to one vote per share on all matters  submitted  to a vote of
          stockholders.

          Upon the sale of shares of Class B common  stock  pursuant to a public
          equity offering,  each share of Class B common stock will be converted
          into one share of Class A common  stock.  In addition,  each holder of
          Class B common stock may, at their option, convert each share of Class
          B common  stock  into  Class A common  stock at any time,  subject  to
          certain conditions. Upon the sale of Common Stock pursuant to a public
          equity offering of Class B common stock,  each share of Class C common
          stock will be converted into one share of Class A common stock.

          In 1998, the Company  repurchased  $4,150 of Common Stock and warrants
          from an institutional holder.

          Warrants
          --------

          In 1998, the Company issued, on a post-stock split basis,  warrants to
          purchase  34,482.76  shares of common stock at an exercise price of $1
          per share.  These warrants may be exercised at any time prior to their
          expiration  date of August 15,  2005.  The  proceeds  from the sale of
          these  warrants  ($1 per  warrant)  have been  recorded as  additional
          paid-in capital in the consolidated financial statements.  No warrants
          have been  exercised  since their  issuance.  In  connection  with the
          Acquisitions and the  refinancing,  the Company  repurchased  6,761.53
          warrants from an institutional investor.

          Stock Option Plan
          -----------------

          In  connection  with the  August  1995 JPI  Acquisition,  the  Company
          adopted a  nonqualified  stock  option plan (the Option  Plan) for its
          officers  and  key   employees.   Under  the  Option  Plan,   eligible
          participants  may  receive  incentive  and  nonqualified   options  to
          purchase  shares of the Company's  Class C common  stock.  Options are
          exercisable  at such time an option is earned and  vested.  Generally,
          options  become  exercisable  at a rate of 20% for each  full  year of
          employment  from the date of grant  and may be  exercised  only if the
          holder is an employee of the Company.  No options have been  exercised
          since  the  adoption  of  the  Option  Plan.  All  options   currently
          outstanding  have an  exercise  price of $100 per share.  All  options
          expire on the earlier of (i) 10 years from date of grant; (ii) 90 days
          from the  employee's  termination  date;  or (iii)  one year  from the
          employee's termination due to death or disability.


                                       12
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

<TABLE>
<CAPTION>
          The following is a summary of options granted and outstanding:

                                            2000                        1999                         1998
                                  --------------------------  --------------------------  --------------------------
                                                   Exercise                    Exercise                     Exercise
                                     Shares         price        Shares         price        Shares          price
                                  ------------   -----------  ------------   -----------  ------------    -----------
<S>                                    <C>             <C>          <C>            <C>          <C>            <C>
           Beginning of year        2,862.99   $    100.00     3,198.04    $    100.00      3,198.04    $    100.00
           Granted                       --             --           --             --           --              --
           Exercised                     --             --           --             --           --              --
           Cancelled                     --             --      (335.05)        100.00           --          100.00
                                  ------------   -----------  ------------   -----------  ------------    -----------

           End of year              2,862.99   $    100.00     2,862.99    $    100.00      3,198.04    $    100.00
                                  ============   ===========  ============   ===========  ============    ===========

           Exercisable at end
               of year              2,563.01   $    100.00     1,990.41    $    100.00      1,488.81    $    100.00
                                  ============   ===========  ============   ===========  ============    ===========

           Weighted average
               fair value of
               options granted                 $     N/A                    $    N/A                     $    N/A
                                                 ===========                 ===========                  ===========
</TABLE>

          The weighted average fair value of options granted is estimated on the
          date of grant using the  Black-Scholes  options pricing model with the
          following  assumptions  for  2000:  risk free  interest  rate of 6.5%;
          expected  dividend yield of 0%; expected life of 10 years and expected
          volatility of 0%. The weighted average contractual life of the options
          outstanding as of December 31, 2000 was 5.5 years.

          The Company has elected to continue to measure compensation cost using
          the intrinsic  value method as  prescribed  by  Accounting  Principles
          Board (APB)  Opinion No. 25 and has recorded no  compensation  expense
          relative to the issuance of its stock options. Had the Company applied
          the   principles  of  SFAS  No.  123,   Accounting   for   Stock-Based
          Compensation, additional compensation expense would have been recorded
          of $54 for the each of the years 2000, 1999 and 1998.

(9) INCOME TAXES

     Income tax (benefit) expense is comprised of the following:

                               2000       1999       1998
                            ---------  ---------  ---------
     Current:
         Federal           $    224        128        216
         State                  185        243        221
         Foreign                 54        280       (213)
                            ---------  ---------  ---------
                                463        651        224

     Deferred                (3,750)    (1,823)        --
                            ---------  ---------  ---------
                           $ (3,287)    (1,172)       224
                            =========  =========  =========





     Reconciliation between the statutory income tax provision and effective tax
     provision is summarized  below for the years ended December 31, 2000, 1999,
     and 1998:


                                       13
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)
<TABLE>
<CAPTION>

                                                         2000        1999        1998
                                                      ----------  ----------  ----------
<S>                                                       <C>         <C>         <C>
     Statutory rate (34%)                            $  (3,394)     (1,334)     (3,116)
     Amortization of goodwill and other                  4,229       3,253       1,003
     State income tax (refunds)                            122         160        (213)
     Change in valuation allowance                      (4,244)     (3,251)      2,550
                                                      ----------  ----------  ----------

              Income tax (benefit) expense           $  (3,287)     (1,172)       224
                                                      ==========  ==========  ==========
</TABLE>

     The tax effects of significant temporary differences, representing deferred
     tax assets and the deferred tax liability, as of December 31, 2000 and 1999
     are as follows:
<TABLE>
<CAPTION>

                                                                 2000         1999
                                                              ----------  ----------
<S>                                                              <C>          <C>
     Deferred tax assets:
       Net operating loss carryforwards                      $   6,518       7,283
       Receivables                                                 341         307
       Accrued liabilities                                       1,238       1,381
       Postretirement benefits                                     690         690
       Inventory                                                 1,047       1,027
       Intangibles                                               5,773       4,285
       AMT Credits                                                  76         159
                                                              ----------  ----------

                                                                15,683      15,132

     Valuation allowance                                            --     (10,095)
                                                              ----------  ----------

         Deferred tax assets, net of valuation allowance        15,683       5,037

     Deferred tax liability - property, plant, and equipment    (3,253)     (3,214)
                                                              ----------  ----------

         Net deferred tax assets                             $   12,430      1,823
                                                              ==========  ==========
</TABLE>

     The Company  establishes  valuation  allowances and continually reviews the
     adequacy  of the  allowance,  recognizing  benefits  only  as  reassessment
     indicates  that it is more likely than not that  benefits will be realized.
     The  ultimate  realization  of deferred  tax assets is  dependent  upon the
     generation of future taxable income.  Management considers projected future
     taxable income and tax planning strategies in assessing the adequacy of the
     valuation allowance.

     The  elimination  of the  valuation  allowance  during 2000 was a result of
     utilizing net operating loss (NOL)  carryforwards  in 2000 and anticipating
     realizing  the  benefit  of all  deferred  tax  assets in the  future.  The
     reduction of the tax valuation  allowance resulted in a 2000 tax benefit of
     $4,244 with the remaining balance of $5,851 reducing  goodwill.  The amount
     reducing  goodwill  represents  the  portion  of  the  valuation  allowance
     recorded in purchase accounting.  At December 31, 2000, the Company had net
     deferred tax assets of $12,430.  Based upon the level of taxable income and
     projections  for future  taxable  income,  management  believes  it is more
     likely than not the Company  will  realize the benefit of the net  deferred
     tax assets.  At December 31,  2000,  the Company had NOL  carryforwards  of
     approximately  $19,170 for U.S.  federal income tax purposes which begin to
     expire in 2009 to the extent not utilized.  Approximately $9,836 of the NOL
     is restricted in availability to offset taxable income subject to an annual
     limitation of  approximately  $1,236 under the Internal  Revenue Code.  The
     remaining balance of approximately $9,334 is available without restriction.


                                       14
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

     At December 31, 2000, the Company had NOL  carryforwards  of  approximately
     $3,015 for foreign  income tax  purposes  which do not expire.  The Company
     established  a valuation  reserve  allowance  for the entire  amount of the
     deferred tax asset resulting from the foreign NOLs because  management does
     not believe it is more likely than not that the benefit  will be  realized.
     The deferred  tax asset and the related  valuation  allowance  are excluded
     from the above tables.

(10) RETIREMENT BENEFIT PLANS

     Retirement  benefits are provided to  substantially  all employees  under a
     discretionary profit sharing and contributory retirement plan under Section
     401(k) of the Internal Revenue Code.

     The  Company  provides  postretirement  health  care and other  benefits to
     certain qualifying retirees. As of January 1, 1998, the Company amended the
     plan to restrict new participants. The Company does not fund retiree health
     care benefits in advance and has the right to modify these  benefits in the
     future.  Net  periodic  postretirement  benefit  cost (NPPBC) for the years
     ended December 31, 2000 and 1999 includes the following components:

                                            2000      1999      1998
                                          --------  --------  --------

     Service cost                        $    50        58       108
     Interest cost                            61        57        70
     Amortizations of gain                   (93)      (91)      (50)
                                          --------  --------  --------


              NPPBC                      $    18        24       128
                                          ========  ========  ========

     The Plan's status as of December 31 is as follows:

                                                         2000      1999
                                                       --------  --------

     Actuarial present value of benefit obligation:
         Fully eligible active participants          $    46         37
         Other active participants                       600        608
         Retirees                                        100        122
         Unrecognized net gain                         1,552      1,550
         Unrecognized prior service cost                  19         21
                                                      --------   --------

     Accrued benefit obligation                      $ 2,317      2,338
                                                      ========   ========

     The benefit  obligation  was  determined by application of the terms of the
     Plan,  together with relevant  actuarial  assumptions for active employees.
     Health care cost trends are  projected at annual rates ranging from 7.0% in
     2000  down to 5.5%  in 2004  and  thereafter.  The  effect  of a 1%  annual
     increase in these  assumed  rates would  increase  the APBO at December 31,
     2000 by approximately  $132 and the service and interest cost components of
     the NPPBC for the years ended  December 31, 2000 and 1999 by  approximately
     $24. The assumed  discount rate used in determining the APBO was 7.75%. The
     APBO is  included  in  other  noncurrent  liabilities  on the  consolidated
     balance sheets.

                                       15
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

(11) SEGMENT REPORTING

     The Company has two reportable segments,  which include the Personal Safety
     Products  segment (PSP) and the Highway Safety Products  segment (HSP). PSP
     includes  consumable  products designed to protect the head, face and eyes.
     Primary   customers   for  these   products   are  found  in  the  welding,
     construction,  janitorial,  healthcare, sporting, and food service sectors.
     HSP's broad  product  offering  includes  reflective  glass beads,  traffic
     workzone  safety  products,   traffic  coatings  and  specialized   coating
     applications  equipment.  Primary  customers for these products  consist of
     local and government agencies, private contract stripers and highway safety
     distributors.

     The Company  evaluates  segment  performance based upon a measure of profit
     represented by earnings before interest, taxes, depreciation,  amortization
     and  certain  non-cash  charges  and/or  non-recurring   charges  (EBITDA).
     Accounting  policies  for  reportable  segments  are  consistent  with  the
     policies described in Note 3 to the consolidated financial statements.

     Presented below is a summary of financial data for the Company's reportable
     segments. EBITDA is not included herein as operating data and should not be
     construed as a substitute  for  operating  income or a better  indicator of
     liquidity than cash flow from operating activities, which are determined in
     accordance  with  accounting  principles  generally  accepted in the United
     States of  America.  The Company has  included  EBITDA  because the Company
     understands  that it is one measure used by certain  investors to determine
     the Company's  operating  cash flow and  historical  ability to service its
     indebtedness  and because  certain  financial  ratios are  calculated  on a
     similar  basis.  EBITDA has not been reduced by  management  and  directors
     fees, both of which are subordinated to the Company's obligations under the
     Notes.  Information  presented below for total assets exclude  intercompany
     receivables and investments in wholly-owned subsidiaries.
<TABLE>
<CAPTION>

     NET SALES TO EXTERNAL CUSTOMERS BY BUSINESS SEGMENT

                                                                   2000         1999         1998
                                                               -----------  -----------  -----------
<S>                                                                <C>             <C>        <C>
     PSP                                                      $  128,000      132,726      106,371
     HSP                                                         119,117      106,367       71,636
     Eliminations                                                (25,941)     (25,885)     (12,775)
                                                               -----------  -----------  -----------

              Total                                           $  221,176      213,208      165,232
                                                               ===========  ===========  ===========

     OPERATING INCOME BUSINESS SEGMENT

                                                                  2000          1999         1998
                                                               -----------  -----------  -----------

     PSP                                                      $    6,505        7,377       10,752
     HSP                                                          11,586       14,668        9,105
     Reconciliation to consolidated totals (Corporate)            (4,859)      (4,241)      (3,746)
                                                               -----------  -----------  -----------

                                                              $   13,232       17,804       16,111
                                                               ===========  ===========  ===========
</TABLE>


                                       16
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)
<TABLE>
<CAPTION>
     EBITDA BY BUSINESS SEGMENT AND RECONCILIATION TO LOSS BEFORE PROVISION FOR
     INCOME TAXES AND EXTRAORDINARY ITEM

                                                                   2000         1999         1998
                                                               -----------  -----------  -----------
<S>                                                                <C>           <C>          <C>
     PSP                                                      $   21,183       20,595       20,151
     HSP                                                          23,164       23,067       14,139
     Reconciliation to consolidated totals (Corporate)            (4,340)      (4,120)      (3,179)
                                                               -----------  -----------  -----------

              Consolidated totals                                 40,007       39,542       31,111

     Depreciation and amortization                                27,779       23,239       15,695
     Other                                                         1,565          880        1,219
     Interest, net                                                20,744       19,347       15,803
                                                               -----------  -----------  -----------

              Loss before provision for income
                taxes and extraordinary item                  $  (10,081)      (3,924)      (1,606)
                                                               ===========  ===========  ===========

     DEPRECIATION BY BUSINESS SEGMENT

                                                                   2000         1999         1998
                                                               -----------  -----------  -----------

     PSP                                                      $    5,256        4,211        2,718
     HSP                                                           2,952        2,210        1,665
     Reconciliation to consolidated totals (Corporate)               338          294          387
                                                               -----------  -----------  -----------

              Consolidated totals                             $    8,546        6,715        4,770
                                                               ===========  ===========  ===========

     CAPITAL EXPENDITURES BY BUSINESS SEGMENT

                                                                   2000         1999         1998
                                                               -----------  -----------  -----------

     PSP                                                      $    3,225        4,195        3,127
     HSP                                                           2,437        1,473        3,361
     Reconciliation to consolidated totals (Corporate)               200          168          182
                                                               -----------  -----------  -----------

              Consolidated totals                             $    5,862        5,836        6,670
                                                               ===========  ===========  ===========
</TABLE>
<TABLE>
<CAPTION>
     TOTAL ASSETS BY BUSINESS SEGMENT
                                                                   2000         1999
                                                               -----------  -----------
<S>                                                                <C>           <C>
     PSP                                                      $   80,637       89,752
     HSP                                                          89,627       96,955
     Reconciliation to consolidated totals (Corporate)            13,460        9,686
                                                               -----------  -----------

              Consolidated totals                             $  183,724      196,393
                                                               ===========  ===========
</TABLE>

                                       17
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)
<TABLE>
<CAPTION>
     NET SALES BY PRINCIPAL GEOGRAPHIC AREA
                                                                   2000         1999         1998
                                                               -----------  -----------  -----------
<S>                                                                <C>           <C>          <C>
     United States                                            $  234,164      225,220      163,317
     All other                                                    12,953       13,873       14,690
                                                               -----------  -----------  -----------

                                                                 247,117      239,093      178,007

     Eliminations                                                (25,941)     (25,885)     (12,775)
                                                               -----------  -----------  -----------

              Total                                           $  221,176      213,208      165,232
                                                               ===========  ===========  ===========
</TABLE>
<TABLE>
<CAPTION>

     TOTAL ASSETS BY PRINCIPAL GEOGRAPHIC AREA

                                                                   2000          1999
                                                               ------------   ------------
<S>                                                                <C>             <C>
     United States                                            $   174,353        187,189
     All other                                                      9,371          9,204
                                                               ------------   ------------

              Total                                           $   183,724        196,393
                                                               ============   ============
</TABLE>
(12) COMMITMENTS AND CONTINGENCIES

     The Company is involved in certain  legal actions from time to time related
     to  the  normal   conduct  of  its  business.   Management   believes  that
     liabilities,  if any,  resulting from litigation will not materially affect
     the  consolidated  financial  position  or  results  of  operations  of the
     Company.

     Future minimum lease  payments  under all operating  leases with initial or
     remaining  noncancelable  lease terms in excess of one year at December 31,
     2000 are as follows:

     2001                                                         $ 1,130
     2002                                                             907
     2003                                                             750
     2004                                                             648
     2005 and thereafter                                          $   623
                                                                   =======

     Rent expense for the years ended December 31, 2000,  1999, and 1998 totaled
     $1,501, $1,977, and $1,547, respectively.

(13) SALE OF ASSETS

     During 1998, the Company decided to consolidate  certain  production lines,
     thereby closing its Elwood,  Indiana facility  resulting in a loss of $576.
     On December 30, 1998,  the Company  completed the sale of this facility for
     $260. The Company  incurred $503 of expenses related to the closure of this
     facility, primarily related to severance costs.

     During  1999,  the  Company  sold  Aden  Ophthalmic   Product's  (AOP)  for
     approximately  $1,200,  which  approximated  the  cost of  inventory  sold,
     severance costs and other disposal expenses.

(14) CLOSURE OF FACILITY

     On August 16,  2000,  the  Company  announced  the closing of its Salt Lake
     City,  Utah facility.  Certain product lines will be moved to the Company's
     manufacturing   location  in  Belmont,   Michigan.   This   strategic  move
     capitalizes  on  manufacturing  synergies  between  the Salt  Lake City and
     Belmont facilities. The move was completed by the end of 2000.


                                       18
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

     Accordingly,  the  Company  recorded  a  pre-tax  loss of $496 in the third
     quarter ending  September 30, 2000, to cover the expected cash and non-cash
     costs of the closure.  The charge includes employee  termination  expenses,
     discontinuance of leases and closure costs. Management anticipates the sale
     of the land and buildings in Salt Lake City to occur in the second  quarter
     of 2001.

(15) SUBSEQUENT EVENTS

     On December 29, 2000, Jackson Products, Inc. (the Company), SCG Acquisition
     LLC (SCG) and certain of the  stockholders  of the Company  entered  into a
     Stock Purchase  Agreement (the Purchase  Agreement),  whereby SCG agreed to
     acquire 50% of the common stock of the Company (the Common  Stock) from the
     current  stockholders  of the Company (the  Stockholders)  who executed the
     Purchase Agreement or an amendment thereto.  The Stockholders will continue
     to hold 50% of the voting  Common Stock and will continue to have the right
     to appoint a majority of the board of directors of the Company.

     In  consideration  for  the  stock  purchased   pursuant  to  the  Purchase
     Agreement,  at the  closing,  SCG paid the  Stockholders  an  aggregate  of
     $41,500 less certain fees and expenses. The transaction was approved by the
     boards of directors of the Company and SCG and closed on February 2, 2001.

(16) CONDENSED CONSOLIDATING FINANCIAL INFORMATION

     Financial information regarding the Guarantors for the years ended December
     31, 2000,  1999, and 1998 is presented below for purposes of complying with
     the reporting  requirements  of the Guarantor  Subsidiaries.  The financial
     information  regarding the Guarantors is being presented  through condensed
     consolidating  financial  schedules  since  the  guarantees  are  full  and
     unconditional  and are joint and several.  Guarantor  financial  statements
     have not been  presented  because  management  does not  believe  that such
     financial statements are material to investors. Morton Traffic Markings was
     acquired  in 1999 and renamed  TMT-Pathway,  a limited  liability  company,
     formed in May 1999.  Kedman was  acquired in 1998 and  incorporated  by its
     predecessors  in September  1961. In 1999,  Kedman was merged into American
     Allsafe. Silencio was acquired in 1998 and incorporated by its predecessors
     in May 1996.  Allsafe was  acquired in 1998 and was  incorporated  in March
     1998.  Crystaloid was acquired in 1998 and  incorporated in March 1998. OSD
     was acquired in 1996 and  incorporated  in October 1996.  In 1999,  OSD was
     merged into the Company.  Flex-O-Lite was acquired in 1994 by the Company's
     predecessor.

                                       19
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)


(16) Condensed Consolidating Financial Information (continued)


                     Condensed Consolidating Balance Sheets
                                December 31, 2000
<TABLE>
<CAPTION>

                                                                              Non
                                                 Parent     Guarantor     Guarantor
                   Assets                        company   subsidiaries   subsidiary   Eliminations  Consolidated
                                                ---------  ------------   ----------   ------------  ------------
<S>                                                <C>          <C>             <C>           <C>         <C>
Current assets:
   Cash                                        $      --           --           388           --            388
   Accounts receivable, net                        3,862       19,737         1,276           --         24,875
   Inventories                                    11,403       25,430         1,526         (334)        38,025
   Deferred tax assets                             3,391           --            --           --          3,391
   Prepaid expenses                                  740          557            72           --          1,369
                                                ---------    ---------     ---------   ----------     ----------
           Total current assets                   19,396       45,724         3,262         (334)        68,048

   Property, plant and equipment, net             11,937       29,962           215           --         42,114
   Intangibles                                     7,299       50,335         2,138           --         59,772
   Note receivable from subsidiaries              84,613        9,229            --      (93,842)            --
   Deferred financing costs                        4,751           --            --           --          4,751
   Investment in subsidiaries                     20,144           --            --      (20,144)            --
   Other noncurrent assets                         9,039           --            --           --          9,039
                                                ---------    ---------     ---------   ----------     ----------
                                               $ 157,179      135,250         5,615     (114,320)       183,724
                                                =========    =========     =========   ==========     ==========


   Liabilities and Stockholders' Deficit

Current liabilities:
   Notes payable to Parent                     $      --       90,265         3,577      (93,842)            --
   Accounts payable                                3,714       10,454           336           --         14,504
   Other accrued liabilities                       2,205        3,107           234           --          5,546
   Accrued interest                                2,723           --            --           --          2,723
   Accrued income taxes                              374           --            --           --            374
   Current portion of long-term debt               8,907           --            --           --          8,907
                                                ---------    ---------      --------   ----------     ----------
           Total current liabilities              17,923      103,826         4,147      (93,842)        32,054

Long-term debt                                   205,744           --            --           --        205,744
Other noncurrent liabilities                       4,073           --            --           --          4,073
Due to Parent                                    (15,083)       4,818         6,085        4,180             --

Stockholders' deficit:
   Common stock                                       --            1            --           (1)            --
   Additional paid-in capital                      2,951       34,499            --      (34,498)         2,952
   Accumulated other comprehensive loss               --         (145)         (699)          --           (844)
   Loans due on common stock                        (329)          --            --           --           (329)
   Accumulated deficit                           (58,100)      (7,749)       (3,918)       9,841        (59,926)
                                                ---------    ---------     ---------   ----------     ----------
           Total stockholders' deficit           (55,478)      26,606        (4,617)     (24,658)       (58,147)
                                                ---------    ---------     ---------   ----------     ----------
                                               $ 157,179      135,250         5,615     (114,320)       183,724
                                                =========    =========     =========   ==========     ==========
</TABLE>



                                       20
<PAGE>


                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)


(16) Condensed Consolidating Financial Information (continued)


                 Condensed Consolidating Schedule of Operations
                          Year ended December 31, 2000

<TABLE>
<CAPTION>
                                                                                  Non
                                                   Parent       Guarantor      guarantor
                                                   company    subsidiaries     subsidiary    Eliminations   Consolidated
                                                  ---------   ------------     ----------    ------------   ------------
<S>                                                   <C>           <C>             <C>            <C>          <C>
Net sales                                        $  66,432        174,470          6,215        (25,941)       221,176

Operating expenses:
    Cost of sales                                   48,646        127,242          4,117        (26,122)       153,883
    Selling, general and administrative             11,332         21,403          3,593             --         36,328
    Amortization of intangibles                      3,552         14,003            178             --         17,733
                                                  ---------      ---------      ---------      ---------      ---------
            Total operating expenses                63,530        162,648          7,888        (26,122)       207,944
                                                  ---------      ---------      ---------      ---------      ---------
            Operating income (loss)                  2,902         11,822         (1,673)           181         13,232

Other:
    Interest expense                               (14,262)        (6,482)            --             --        (20,744)
    Amortization of deferred financing costs        (1,500)            --             --             --         (1,500)
    Other                                           10,761        (11,830)            --             --         (1,069)
                                                  ---------      ---------      ---------      ---------      ---------
            Income (loss) before income
              tax (benefit) expense and equity in
              earnings (loss) of subsidiaries       (2,099)        (6,490)        (1,673)           181        (10,081)

Income tax (benefit) expense                        (3,344)            54              3             --         (3,287)

Equity in (loss) earnings of subsidiaries           (8,220)            --             --          8,220             --
                                                  ---------      ---------      ---------      ---------      ---------
            Net (loss) income                    $  (6,975)        (6,544)        (1,676)         8,401         (6,794)
                                                  =========      =========      =========      =========      =========
</TABLE>



                                       21
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)


(16) Condensed Consolidating Financial Information (continued)


                 Condensed Consolidating Schedule of Cash Flows
                          Year ended December 31, 2000
<TABLE>
<CAPTION>
                                                                                  Non
                                                   Parent       Guarantor      guarantor
                                                   company    subsidiaries     subsidiary    Eliminations   Consolidated
                                                  ---------   ------------     ----------    ------------   ------------
<S>                                                   <C>           <C>             <C>            <C>          <C>
Cash flows from operating activities:
    Net cash (used in) provided by
      operating activities                       $  (9,089)        14,841         (1,588)         8,218         12,382
                                                  ---------      ---------      ---------      ---------      ---------
Cash flows from investing activities:
    Capital expenditures                            (2,245)        (3,540)           (77)            --         (5,862)
                                                  ---------      ---------      ---------      ---------      ---------
            Net cash used in investing activities   (2,245)        (3,540)           (77)            --         (5,862)
                                                  ---------      ---------      ---------      ---------      ---------
Cash flows from financing activities:
    Repayment of long-term debt                     (6,376)            --             --             --         (6,376)
                                                  ---------      ---------      ---------      ---------      ---------
            Net cash used in financing
              activities                            (6,376)            --             --             --         (6,376)
                                                  ---------      ---------      ---------      ---------      ---------
            Net (decrease) increase  in cash     $ (17,710)        11,301         (1,665)         8,218            144
                                                  =========      =========      =========      =========
Cash, beginning of year                                                                                            244
                                                                                                              ---------
Cash, end of year                                                                                            $     388
                                                                                                              =========
</TABLE>



                                       22
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)


(16) Condensed Consolidating Financial Information (continued)


                     Condensed Consolidating Balance Sheets
                                December 31, 1999
<TABLE>
<CAPTION>
                                                                              Non
                                                 Parent     Guarantor     Guarantor
                   Assets                        company   subsidiaries   subsidiary   Eliminations  Consolidated
                                                ---------  ------------   ----------   ------------  ------------
<S>                                                <C>          <C>             <C>           <C>         <C>
Current assets:
   Cash                                        $      --          --            244           --            244
   Accounts receivable, net                        4,315       19,972         1,306           --         25,593
   Inventories                                     6,208       27,120         1,650         (517)        34,461
   Deferred tax assets                             1,823           --            --           --          1,823
   Prepaid expenses                                  222          543           104           --            869
                                                ---------    ---------     ---------   ----------     ----------
           Total current assets                   12,568       47,635         3,304         (517)        62,990

   Property, plant and equipment, net             11,235       33,012           274           --         44,521
   Intangibles                                    12,604       67,896         2,316           --         82,816
   Note receivable from subsidiaries              84,613        9,229            --      (93,842)            --
   Deferred financing costs                        6,061           --            --           --          6,061
   Investment in subsidiaries                     20,025           --            --      (20,025)            --
   Other noncurrent assets                            --            5            --           --              5
                                                ---------    ---------     ---------   ----------     ----------
                                               $ 147,106      157,777         5,894     (114,384)       196,393
                                                =========    =========     =========   ==========     ==========

    Liabilities and Stockholders' Deficit

Current liabilities:
   Notes payable to Parent                     $      --       90,265         3,577      (93,842)            --
   Accounts payable                                2,482       10,078           315           --         12,875
   Other accrued liabilities                       2,811        3,583           443           --          6,837
   Accrued interest                                3,315           --            --           --          3,315
   Accrued income taxes                              460           --            --           --            460
                                                ---------    ---------     ---------   ----------     ----------
           Total current liabilities               9,068      103,926         4,335      (93,842)        23,487

Long-term debt                                   221,027           --            --           --        221,027
Other noncurrent liabilities                       3,067           --            --           --          3,067
Due to Parent                                    (36,062)      31,779         4,283           --             --

Stockholders' deficit:
   Common stock                                       --            1            --           (1)            --
   Additional paid-in capital                      2,951       34,499            --      (34,498)         2,952
   Accumulated other comprehensive loss               --         (204)         (475)          --           (679)
   Loans due on common stock                        (329)          --            --           --           (329)
   Accumulated deficit                           (52,616)     (12,224)       (2,249)      13,957        (53,132)
                                                ---------    ---------     ---------   ----------     ----------
           Total stockholders' deficit           (49,994)      22,072        (2,724)     (20,542)       (51,188)
                                                ---------    ---------     ---------   ----------     ----------
                                               $ 147,106      157,777         5,894     (114,384)       196,393
                                                =========    =========     =========   ==========     ==========

</TABLE>



                                       23
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)


(16) Condensed Consolidating Financial Information (continued)


                 Condensed Consolidating Schedule of Operations
                          Year ended December 31, 1999
<TABLE>
<CAPTION>
                                                                                  Non
                                                   Parent       Guarantor      guarantor
                                                   company    subsidiaries     subsidiary    Eliminations   Consolidated
                                                  ---------   ------------     ----------    ------------   ------------
<S>                                                   <C>           <C>             <C>            <C>          <C>
Net sales                                        $  54,339        177,364          7,390        (25,885)       213,208

Operating expenses:
    Cost of sales                                   39,111        127,101          4,620        (25,712)       145,120
    Selling, general and administrative             11,084         20,335          3,842             --         35,261
    Amortization of intangibles                      1,101         13,755            167             --         15,023
                                                  ---------      ---------      ---------      ---------      ---------
            Total operating expenses                51,296        161,191          8,629        (25,712)       195,404
                                                  ---------      ---------      ---------      ---------      ---------
            Operating income (loss)                  3,043         16,173         (1,239)          (173)        17,804

Other:
    Interest expense                               (13,990)        (5,357)            --             --        (19,347)
    Amortization of deferred financing costs        (1,501)            --             --             --         (1,501)
    Other                                           12,484        (13,364)            --             --           (880)
                                                  ---------      ---------      ---------      ---------      ---------
            Income (loss) before income
              tax (benefit) expense and equity
              in earnings (loss) of subsidiaries        36         (2,548)        (1,239)          (173)        (3,924)

Income tax (benefit) expense                        (1,452)           295            (15)            --         (1,172)

Equity in (loss) earnings of subsidiaries           (4,067)            --             --          4,067             --
                                                  ---------      ---------      ---------      ---------      ---------
            Net (loss) income                    $  (2,579)        (2,843)        (1,224)         3,894         (2,752)
                                                  =========      =========      =========      =========      =========
</TABLE>




                                       24
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)


(16) Condensed Consolidating Financial Information (continued)


                 Condensed Consolidating Schedule of Cash Flows
                          Year ended December 31, 1999
<TABLE>
<CAPTION>
                                                                                  Non
                                                   Parent       Guarantor      guarantor
                                                   company    subsidiaries     subsidiary    Eliminations   Consolidated
                                                  ---------   ------------     ----------    ------------   ------------
<S>                                                   <C>           <C>             <C>            <C>          <C>
Cash flows from operating activities:
    Net cash (used in) provided by
      operating activities                       $  (1,394)        14,314         (1,843)         4,067         15,144
                                                  ---------      ---------      ---------      ---------      ---------

Cash flows from investing activities:
    Acquisition of business, including
      transaction costs, net of cash acquired      (39,928)            --             --             --        (39,928)
    Capital expenditures                            (1,793)        (3,848)          (195)            --         (5,836)
                                                  ---------      ---------      ---------      ---------      ---------
            Net cash used in investing activities  (41,721)        (3,848)          (195)            --        (45,764)
                                                  ---------      ---------      ---------      ---------      ---------

Cash flows from financing activities:
    Proceeds from issuance of long-term debt        39,491             --             --             --         39,491
    Repayment of loans on common stock                  14             --             --             --             14
    Repayment of long-term debt                     (8,968)            --             --             --         (8,968)
                                                  ---------      ---------      ---------      ---------      ---------
            Net cash provided by financing
              activities                            30,537             --             --             --         30,537
                                                  ---------      ---------      ---------      ---------      ---------
            Net (decrease) increase in cash      $ (12,578)        10,466         (2,038)         4,067            (83)
                                                  =========      =========      =========      =========

Cash, beginning of year                                                                                            327
                                                                                                              ---------
Cash, end of year                                                                                            $     244
                                                                                                              =========
</TABLE>



                                       25
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)


(16) Condensed Consolidating Financial Information (continued)


                 Condensed Consolidating Schedule of Operations
                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                                                  Non
                                                   Parent       Guarantor      guarantor
                                                   company    subsidiaries     subsidiary    Eliminations   Consolidated
                                                  ---------   ------------     ----------    ------------   ------------
<S>                                                   <C>           <C>             <C>            <C>          <C>
Net sales                                        $  46,876        122,385          8,746        (12,775)       165,232

Operating expenses:
    Cost of sales                                   30,441         87,654          5,688        (12,458)       111,325
    Selling, general and administrative              9,868         13,749          3,949             --         27,566
    Write down of assets                                --            576             --             --            576
    Amortization of intangibles                      1,166          8,272            216             --          9,654
                                                  ---------      ---------      ---------      ---------      ---------
            Total operating expenses                41,475        110,251          9,853        (12,458)       149,121
                                                  ---------      ---------      ---------      ---------      ---------
             Operating income (loss)                 5,401         12,134         (1,107)          (317)        16,111

Other:
    Interest expense                               (13,516)        (2,287)            --             --        (15,803)
    Amortization of deferred financing costs        (1,271)            --             --             --         (1,271)
    Other                                            8,962         (9,687)            82             --           (643)
                                                  ---------      ---------      ---------      ---------      ---------
            Income (loss) before income
              tax (benefit) expense, equity in
              earnings (loss) of subsidiaries
              and extraordinary item                  (424)           160         (1,025)          (317)        (1,606)

Income tax  expense                                      3            221             --             --            224

Equity (loss) earnings in subsidiaries              (1,086)            --             --          1,086             --

Extraordinary item - loss due to early
    extinguishment of debts, net of taxes           (7,558)            --             --             --         (7,558)
                                                  ---------      ---------      ---------      ---------      ---------
            Net (loss) income                    $  (9,071)           (61)        (1,025)           769         (9,388)
                                                  =========      =========      =========      =========      =========

</TABLE>


                                       26
<PAGE>

                     JACKSON PRODUCTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)


(16) Condensed Consolidating Financial Information (continued)


                 Condensed Consolidating Schedule of Cash Flows
                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                                                  Non
                                                   Parent       Guarantor      guarantor
                                                   company    subsidiaries     subsidiary    Eliminations   Consolidated
                                                  ---------   ------------     ----------    ------------   ------------
<S>                                                   <C>           <C>             <C>            <C>          <C>
Cash flows from operating activities:
   Net cash provided by (used in)
     operating activities                        $   8,630         10,246         (1,966)        (1,493)        15,417
                                                  ---------      ---------      ---------      ---------      ---------
Cash flows from investing activities:
   Acquisition of business, including
     direct expenses                               (47,752)            --             --             --        (47,752)
   Deferral of acquisition price, net of
     payments                                          500             --           (605)            --           (105)
   Capital expenditures                             (1,679)        (4,819)          (172)            --         (6,670)
   Proceeds from sale of assets                         --            260             --             --            260
                                                  ---------      ---------      ---------      ---------      ---------
           Net cash used in investing activities   (48,931)        (4,559)          (777)            --        (54,267)
                                                  ---------      ---------      ---------      ---------      ---------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt        204,332             --             --             --        204,332
   Repurchase of common stock, net of
     loan payments                                  (4,150)            --             --             --         (4,150)
   Repurchase of preferred stock                   (23,998)            --             --             --        (23,998)
   Financing costs                                  (7,903)          (397)            --             --         (8,300)
   Prepayment premium of long-term debt             (2,210)            --             --             --         (2,210)
   Repayment of long-term debt                    (127,020)            --             --             --       (127,020)
                                                  ---------      ---------      ---------      ---------      ---------
           Net cash provided by (used in)
             financing activities                   39,051           (397)            --             --         38,654
                                                  ---------      ---------      ---------      ---------      ---------
           Net (decrease) increase in cash       $  (1,250)         5,290         (2,743)        (1,493)          (196)
                                                  =========      =========      =========      =========
Cash, beginning of year                                                                                            523
                                                                                                              ---------
Cash, end of year                                                                                            $     327
                                                                                                              =========

</TABLE>



                                       27
<PAGE>

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The  following  sets  forth the names and ages of the  Company's  directors  and
certain officers and the positions they held as of February 28, 2001.
<TABLE>
<CAPTION>

         Name                       Age                        Position with Company
         ----                       ---     -------------------------------------------------------------------
<S>     <C>                         <C>                                           <C>

         Christopher T. Paule.......37      Chief Executive Officer, President and Chief Operating Officer
         Lincoln M. Kennedy         64      Senior Vice President and Chief Operating Officer - Personal Safety
                                            Group
         Robert J. Currell          62      Senior Vice President and Chief Operating Officer - Highway Safety
                                            Group
         John L. Garavaglia, III    54      Senior Vice President - Highway Safety Group
         Mark A. Kolmer.............39      Vice President Finance and Secretary
         F.H. Joe Gay               44      Vice President of Human Resources
         Jack L. Bortle.............64      Executive Vice President
         George B. Kelly............51      Chairman
         Gary L. Rosenthal..........51      Director
         Gregory L. Elliott.........35      Director
         John W. Jordan II..........54      Director
         David W. Zalaznick.........47      Director
         A. Richard Caputo, Jr......35      Director and Vice President
         Jonathan F. Boucher........44      Director

</TABLE>
Set  forth  below is a brief  description  of the  business  experience  of each
director  and  certain  officers  of the  Company.  The term of office  for each
director will last until the next annual shareholder's  meeting.  Messrs. Kelly,
Rosenthal,  Elliott, Jordan, Zalaznick, Caputo and Boucher serve at the pleasure
of  the  Company's  Board  of  Directors  with  no  set  term  of  office.   See
"Employment/Non-Interference Agreements" for terms of the remaining officers.

Christopher T. Paule.  Mr. Paule began serving as the Company's  Chief Executive
Officer in February  2001 and as the  Company's  President  and Chief  Operating
Officer in January 2000.  From August 1995 to December 1999, Mr. Paule served as
the Company's Vice President,  Chief Financial Officer and Secretary.  Mr. Paule
was  appointed  Vice  President-Finance  of the  predecessor  to the  Company in
January  1994.  From  1988 to 1994,  he held  various  financial  and  operating
positions with Thermadyne.

Lincoln  M.  Kennedy.  Mr.  Kennedy  has  served as the  Company's  Senior  Vice
President  and Chief  Operating  Officer of the Personal  Safety Group since May
1999. Mr. Kennedy was appointed President of American Allsafe in 1981. From 1975
to 1981,  he served as General  Manager of the  Industrial  Division of American
Safety  Equipment.  From 1964 to 1975,  he served as Director of  Operations  at
Pennsylvania Optical Company, Reading, Pennsylvania.

Robert J. Currell. Mr. Currell has served as the Senior Vice President and Chief
Operating  Officer of the Highway Safety Group since September 1999. Mr. Currell
has announced his retirement  from the Company  effective  April 30, 2001.  From
1993 to 1999,  Mr.  Currell  served as Vice  President  and  General  Manager of
Traffic  Markings  Operations.  From 1990 to 1993,  Mr. Currell served as Senior
Vice President of the Industrial Coatings Group for Morton International.  Prior
to 1990, he served in several  capacities  with the coatings group for Whittaker
Corporation.

John L. Garavaglia,  III. Mr. Garavaglia has served as the Senior Vice President
of the  Highway  Safety  Group  since  January  2001.  From  1996 to  2000,  Mr.
Garavaglia served as the Vice President Operations. From 1994 to 1996, he served
as Vice President of Manufacturing at Diagraph  Corporation.  Prior to 1994, Mr.
Garavaglia served in several manufacturing  positions including Product Manager,
Plant Manager and Director of  Manufacturing  with  Bussmann  division of Cooper
Industries.

Mark A. Kolmer. Mr. Kolmer began serving as the Company's Vice President Finance
and  Secretary in January  2000.  From March 1996 to December  1999,  Mr. Kolmer
served as Controller of Flex-O-Lite, Inc. and as Corporate Controller. From 1990
to 1995,  he  served  as  Controller  of  Thermadyne's  Coyne  Cylinder  Company
subsidiary and various other financial positions with Thermadyne.

                                       14
<PAGE>

F.H. Joe Gay. Mr. Gay has served as the Vice President of Human  Resources since
January 1999.  From 1997 to 1999, Mr. Gay served as Director of Human  Resources
for Foamex  International.  Prior to 1997,  Mr. Gay served as  Director of Human
Resources for Crain Industries.

Jack L. Bortle. Mr. Bortle has served as Executive Vice President since November
2000.  Mr. Bortle has announced his retirement  from the Company  effective June
30, 2001. From 1998 to 2000, Mr. Bortle served as the Vice President of Planning
and Development and from 1994 to 1998, as Vice President of Sales.  From 1988 to
1994, he served as Director of Logistics for Thermadyne Industries. From 1982 to
1988,  Mr.  Bortle  served as Director of Physical  Distribution  with  Bussmann
division of Cooper Industries. Prior to 1982, Mr. Bortle served as a Director of
Physical Distribution at McGraw-Edison.

George B.  Kelly.  Mr.  Kelly has served as Chairman of the Board of the Company
since  February  2001.  Mr. Kelly is Chairman of Summit  Capital  Group,  LLC, a
private equity firm,  which he co-founded in 1990. Mr. Kelly is also Chairman of
the Board of Doane  Pet Care  Enterprises,  Inc.,  Independent  Propane  Company
Holdings and Travis International.  He is a Director of Switch & Data Facilities
Co., LLC, Susser Holdings, LLC and TalentTree,  Inc., as well as other privately
held companies.

Gary L. Rosenthal.  Mr.  Rosenthal has served as a Director of the Company since
February  2001. Mr.  Rosenthal is co-founder  and President of Heaney  Rosenthal
Inc., a private investment company founded in 1994. He currently is President of
AXIA  Incorporated  and  served as  Chairman  of the  Board and Chief  Executive
Officer of AXIA from July 1998 through September 2000. Mr. Rosenthal also serves
as  a  Director  of  Texas   Petrochemical   Holdings,   Inc.   and  Oil  States
International, Inc.

Gregory L.  Elliott.  Mr.  Elliott has served as a Director of the Company since
February 2001.  Mr. Elliott is a Junior Partner with Summit Capital Group,  LLC,
which he joined  in June  2000.  Mr.  Elliott  is also a  Director  of  Sevenday
International, Inc.

John W.  Jordan II. Mr.  Jordan has served as a Director  of the  Company  since
August 1995.  Mr. Jordan is a managing  director of The Jordan  Company,  LLC, a
private merchant banking firm, which he co-founded in 1982. Mr. Jordan is also a
director of Jordan Industries,  Inc., Jordan  Telecommunication  Products, Inc.,
AmeriKing,  Inc., Carmike Cinemas,  Inc., Rockshox,  Inc., GFSI Holdings,  Inc.,
GFSI, Inc., Motors and Gears, Inc. and Apparel Ventures,  Inc., as well as other
privately held companies.

David W. Zalaznick.  Mr. Zalaznick has served as a Director of the Company since
August 1995. Mr.  Zalaznick is a managing  director of The Jordan Company,  LLC,
which he co-founded with Mr. Jordan in 1982. Mr. Zalaznick is also a director of
Jordan  Industries,  Inc.,  Jordan  Telecommunication  Products,  Inc.,  Carmike
Cinemas,  Inc., AmeriKing,  Inc., Marisa Christina,  Inc., Great American Cookie
Company,  GFSI Holdings,  Inc.,  GFSI, Inc.  Motors and Gears,  Inc. and Apparel
Ventures, Inc., as well as other privately held companies.

A. Richard Caputo,  Jr. Mr. Caputo has served as a Director of the Company since
August 1995. Mr. Caputo has been a managing director of The Jordan Company, LLC,
since 1990.  Mr. Caputo is also a director of AmeriKing,  Inc.,  GFSI  Holdings,
Inc. and GFSI, Inc., as well as other privately held companies.

Jonathan F. Boucher.  Mr.  Boucher has served as a Director of the Company since
August 1995.  Mr.  Boucher has been a managing  director of The Jordan  Company,
LLC,  since 1983.  Mr.  Boucher is also a director of Jordan  Industries,  Inc.,
Jordan  Telecommunication  Products,  Inc. and Motors and Gears, Inc. as well as
other privately held companies.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the aggregate compensation
paid and accrued to the Company's  Chief Executive  Officer,  the next four most
highly paid  executive  officers and other certain  significant  employees,  who
would have been  included  in this table but for the fact that such  persons did
not serve as executive  officers as of December 31, 2000, for services  rendered
to the Company during each of the three most recent fiscal years.  The executive
officers include  Christopher T. Paule,  Chief Executive  Officer and President,
Lincoln M. Kennedy, Senior Vice President and Chief Operating Officer - Personal
Safety  Group,  Robert J.  Currell  Senior Vice  President  and Chief  Operating
Officer - Highway Safety Group,  F.H. Joe Gay, Vice President of Human Resources
and  Mark A.  Kolmer,  Vice  President  Finance  and  Secretary.  Other  certain
significant  employees include John L. Garavaglia,  III, Senior Vice President -
Highway Safety Group, and Jack L. Bortle, Executive Vice President.

                                       15
<PAGE>

                           Summary Compensation Table
                                     Annual
<TABLE>
<CAPTION>

                                                    Fiscal      Compensation              All other
Position                                             Year           Salary      Bonus   Compensation (1)
--------                                             ----       ------------   -------  ----------------
<S>                                                  <C>              <C>         <C>         <C>
Christopher T. Paule (2)....................         2000          201,362       -----      10,286
Chief Executive Officer and President.......         1999          207,323      80,000      10,098
                                                     1998          167,850      84,480      10,923

Lincoln M. Kennedy (3)......................         2000          205,385       -----       5,750
Senior Vice President and Chief Operating...         1999          192,915       -----      56,716
Officer - Personal Safety Group.............         1998          111,240      50,000       5,309

Robert J. Currell (4).......................         2000          185,096       -----       9,750
Senior Vice President and Chief Operating...         1999          142,277      40,833      22,111
Officer - Highway Safety Group..............         1998            -----       -----       -----

Jack L. Bortle (5)..........................         2000          145,672       7,500       6,000
Executive Vice President                             1999          139,849       -----       5,500
                                                     1998          125,556       -----       6,500

John L. Garavaglia, III (6).................         2000          140,907       -----      10,663
Senior Vice President - Highway Safety               1999          135,597       -----      10,192
Group                                                1998          111,926      31,500      11,018

F.H. Joe Gay (7)............................         2000          122,105       -----         357
Vice President of Human Resources...........         1999           96,058       -----      61,832
                                                     1998            -----       -----       -----

Mark A. Kolmer (8)..........................         2000          109,134       -----       6,000
Vice President Finance and Secretary                 1999           92,722       -----       5,500
                                                     1998           82,337      10,000       6,500

</TABLE>
 ----------

(1)  Other 2000 annual compensation consists of car allowance.

(2)  Christopher  T.  Paule  began  serving  as Chief  Executive  officer  as of
     February 2, 2001.

(3)  Lincoln  M.  Kennedy  was  employed  as  of  April  22,  1998.

(4)  Robert J. Currell was employed as of May 17, 1999.

(5)  Jack L. Bortle began serving as Executive  Vice President in November 2000.
     Although Mr.  Bortle was not an executive  officer as of December 31, 2000,
     disclosure  is  nevertheless  provided  as he  would  have  otherwise  been
     included in this table.

(6)  John L.  Garavaglia,  III began serving as Senior Vice  President - Highway
     Safety Group in January 2001.  Although Mr. Garavaglia was not an executive
     officer as of December 31, 2000,  disclosure is nevertheless provided as he
     would have otherwise been included in this table.

(7)  F.H. Joe Gay was employed as of January 18, 1999.

(8)  Mark A. Kolmer began  serving as Vice  President  Finance and  Secretary in
     January 2000.




                                       16
<PAGE>

EMPLOYMENT/NON-INTERFERENCE AGREEMENTS

Paule  Employment  Agreement.  On February 2, 2001,  Mr.  Paule  entered into an
amended and restated  employment  agreement  with the Company which provides for
Mr. Paule's employment as President, Chief Executive Officer and Chief Operating
Officer of the Company.  The initial term of the employment agreement terminates
on December 31, 2003, at which time the term will be automatically  extended for
successive  one-year periods until either party gives notice of its intention to
not renew 180 days prior to the end of the then  current  term.  The  employment
agreement can also be terminated  at any time by the Company.  Mr.  Paule's base
salary  (which is  increased  annually  based on a CPI formula) was $200,000 for
1999 and 2000, and was increased to $250,000,  effective January 1, 2001, and he
may be awarded a bonus, at the sole discretion of the Board, of up to 60% of his
annual salary,  which amounts are inclusive of any compensation,  fees,  salary,
bonuses or other payments to Mr. Paule by any of the  subsidiaries or affiliates
of the Company or affiliates of The Jordan Company or Summit Capital Group, LLC.
Under the  employment  agreement,  if Mr.  Paule's  employment is terminated for
reasons other than voluntary termination, cause, disability or death, he will be
paid a  severance  payment  of  varying  amounts,  depending  on the  reason for
termination,  up to the full amount of his compensation  through the term of the
agreement. If Mr. Paule's employment is terminated voluntarily or for reasons of
Cause, no severance payment is made. Under the terms of the agreement, Mr. Paule
may not compete with the Company in the same market for 24 months  following the
termination of his employment.

Kennedy Employment Agreement. Mr. Kennedy has an employment and non-interference
agreement  with the Company  which  provides  for Mr.  Kennedy's  employment  as
President of Allsafe. In 1999, Mr. Kennedy was promoted to Senior Vice President
and Chief Operating  Officer of the Personal  Safety Group.  The initial term of
the employment  agreement terminates on May 6, 2001, at which time the term will
be  automatically  extended for successive  one-year  periods until either party
gives notice of its  intention to not renew 90 days prior to the end of the then
current term. The employment agreement can also be terminated at any time by the
Company.  Mr. Kennedy's base salary was $208,000 for 2000, and he may be awarded
a bonus, at the sole discretion of the Board, which amounts are inclusive of any
compensation,  fees, salary,  bonuses or other payments to Mr. Kennedy by any of
the  subsidiaries  or  affiliates  of the  Company or  affiliates  of The Jordan
Company or Summit Capital Group,  LLC.  Under the employment  agreement,  if Mr.
Kennedy  's  employment  is   terminated   for  reasons  other  than   voluntary
termination,  cause, disability or death, he will be paid a severance payment of
varying amounts, depending on the reason for termination,  up to the full amount
of his  compensation  through  the  term  of  the  agreement.  If Mr.  Kennedy's
employment is terminated  voluntarily or for reasons of Cause (as defined in the
employment  agreement),  no  severance  payment is made.  Under the terms of the
agreement,  Mr.  Kennedy may not compete with the Company in the same market for
24 months following the termination of his employment.

Currell Employment Agreement. Mr. Currell has an employment and non-interference
agreement with the Company which provides for Mr.  Currell's  employment as Vice
President and General Manager of TMT-Pathway.  In 1999, Mr. Currell was promoted
to Senior Vice  President  and Chief  Operating  Officer of the  Highway  Safety
Group. The initial term of the employment  agreement terminates on May 16, 2002,
however,  Mr.  Currell has announced his retirement  from the Company  effective
April 30, 2001. Mr. Currell's base salary was $190,000 for 2000.

Garavaglia   Employment   Agreement.   Mr.  Garavaglia  has  an  employment  and
non-interference  agreement with the Company which provides for Mr. Garavaglia's
employment as the Senior Vice President of the Highway Safety Group. The initial
term of the  employment  agreement  terminates on September 1, 2002,  subject to
automatic  renewal for an additional  one-year  period unless either party gives
notice  of its  intention  to not  renew  90 days  prior  to the end of the then
current term. The employment agreement can also be terminated at any time by the
Company.  Mr.  Garavaglia's  base salary was  $140,000  for 2000,  and he may be
awarded  a  bonus,  at the sole  discretion  of the  Board,  which  amounts  are
inclusive of any compensation,  fees,  salary,  bonuses or other payments to Mr.
Garavaglia by any of the subsidiaries or affiliates of the Company or affiliates
of The  Jordan  Company  or Summit  Capital  Group,  LLC.  Under the  employment
agreement,  if Mr. Garavaglia's  employment is terminated for reasons other than
voluntary termination,  cause,  disability or death, he will be paid a severance
payment of varying amounts,  depending on the reason for termination,  up to the
full  amount  of his  compensation  through  the term of the  agreement.  If Mr.
Garavaglia's  employment is terminated  voluntarily  or for reasons of Cause (as
defined in the employment  agreement),  no severance  payment is made. Under the
terms of the agreement,  Mr.  Garavaglia may not compete with the Company in the
same market for 24 months following the termination of his employment.

                                       17
<PAGE>

Gay  Employment  Agreement.  Mr.  Gay  has an  employment  and  non-interference
agreement  with the Company  which  provides  for Mr. Gay's  employment  as Vice
President  of Human  Resources.  The initial  term of the  employment  agreement
terminates on September 1, 2002,  subject to automatic renewal for an additional
one-year  period  unless either party gives notice of its intention to not renew
90 days prior to the end of the then current term. The employment  agreement can
also be  terminated  at any time by the  Company.  Mr.  Gay's  base  salary  was
$125,000 for 2000, and he may be awarded a bonus,  at the sole discretion of the
Board, which amounts are inclusive of any compensation, fees, salary, bonuses or
other  payments  to Mr.  Gay by any of the  subsidiaries  or  affiliates  of the
Company or affiliates of The Jordan Company or Summit Capital Group,  LLC. Under
the  employment  agreement,  if Mr. Gay's  employment is terminated  for reasons
other than voluntary termination,  cause, disability or death, he will be paid a
severance  payment of varying amounts,  depending on the reason for termination,
up to the full amount of his compensation through the term of the agreement.  If
Mr.  Gay's  employment  is  terminated  voluntarily  or for reasons of Cause (as
defined in the employment  agreement),  no severance  payment is made. Under the
terms of the  agreement,  Mr. Gay may not  compete  with the Company in the same
market for 24 months following the termination of his employment.

Kolmer Employment  Agreement.  Mr. Kolmer has an employment and non-interference
agreement  with the Company which provides for Mr.  Kolmer's  employment as Vice
President Finance.  The initial term of the employment  agreement  terminates on
September  1, 2002,  subject to  automatic  renewal for an  additional  one-year
period  unless  either party gives notice of its  intention to not renew 90 days
prior to the end of the then current term. The employment  agreement can also be
terminated at any time by the Company. Mr. Kolmer's base salary was $112,500 for
2000, and he may be awarded a bonus, at the sole discretion of the Board,  which
amounts  are  inclusive  of any  compensation,  fees,  salary,  bonuses or other
payments to Mr. Kolmer by any of the  subsidiaries  or affiliates of the Company
or affiliates of The Jordan  Company or Summit  Capital  Group,  LLC.  Under the
employment agreement, if Mr. Kolmer's employment is terminated for reasons other
than  voluntary  termination,  cause,  disability  or  death,  he will be paid a
severance  payment of varying amounts,  depending on the reason for termination,
up to the full amount of his compensation through the term of the agreement.  If
Mr.  Kolmer's  employment is terminated  voluntarily or for reasons of Cause (as
defined in the employment  agreement),  no severance  payment is made. Under the
terms of the agreement,  Mr. Kolmer may not compete with the Company in the same
market for 24 months following the termination of his employment.

Robert H. Elkin,  former Chairman and Chief Executive Officer of the Company, is
no longer actively involved with the Company.

INCENTIVE COMPENSATION PLAN

The Company  has adopted  incentive  compensation  plans for its key  management
employees, which provide for annual cash bonuses payable if certain EBITDA, cash
flow and individual performance targets are met.

SAR AGREEMENTS

In April 1998 the Company entered into stock  appreciation right agreements (SAR
Agreements) with certain management  employees,  including Mr. Paule,  providing
for an aggregate payment of up to 3.0% of the Company's equity value upon a sale
of the Company above a specified threshold. In February 2001, the SAR Agreements
were terminated and certain management employees,  including Mr. Paule, received
payments in respect of such termination.

STOCK OPTION PLAN

The Company  adopted a stock  option plan (the Option  Plan) in order to provide
incentives to certain key officers,  managers and employees through ownership of
the Company's Common Stock. The shares of Common Stock to be sold or transferred
pursuant  to the  exercise  of options  granted  under the Option  Plan shall be
authorized shares of Common Stock of the Company, and may be newly issued shares
and  treasury  shares.  As of December  31, 2000  options  have been granted for
2,862.99  shares of the Class C Common Stock of the  Company.  These shares vest
over a five-year  period,  and as of December  31,  2000,  2,563.01  shares were
vested.  In addition,  up to 150.00  shares will vest in each 2001 and 2002.  In
February 2001, 1,425.55 options granted under the Option Plan were exercised.

In February 2001,  the Company  adopted a new stock option plan (the 2001 Option
Plan).  The shares of Common  Stock to be sold or  transferred  pursuant  to the
exercise  of options  granted  under the 2001  Option  Plan shall be  authorized
shares  of  common  stock of the  Company  and may be newly  issued  shares  and
treasury  shares.  As of February 2, 2001 options have been granted for 3,660.00
shares of the Class C Common  Stock of the  Company.  These  shares  vest over a
five-year  period.  Up to  1,464.00  shares  will  vest in 2003 and up to 732.00
shares will vest in each 2004, 2005, and 2006.

                                       18
<PAGE>

ITEM 12. SECURITY OWNERSHIP AND CERTAIN BENEFICAL OWNERS AND MANAGEMENT

The table  below  sets forth  certain  information,  as of  February  28,  2001,
regarding  beneficial  ownership of the voting  common stock of the Company held
by: (i) each director of the Company who beneficially  owns voting common stock,
(ii)  each   executive   officer  of  the  Company  named  in  the  table  below
"Management--Executive    Compensation--Summary    Compensation    Table"    who
beneficially  owns  voting  common  stock,  (iii) all  directors  and  executive
officers of the Company as a group and (iv) each person  known by the Company to
own  beneficially  more than 5% of its voting common stock. The Company believes
that each  individual or entity named has sole  investment and voting power with
respect to shares of voting  common  stock  indicated as  beneficially  owned by
them, except as otherwise noted.

See  "Certain Transactions."
<TABLE>
<CAPTION>
                                                                 Amount of Beneficial Ownership(1)
                                                                 ---------------------------------
                                                                   Number of        Percentage
                                                                     Shares           Owned
                                                                     ------           -----
<S>                                                                     <C>             <C>
         Directors and Executive Officers:
         George B. Kelly (2)....................................      17,888           38.7%
         John W. Jordan II (3)(4)...............................       2,414            5.2
         David W. Zalaznick (4).................................       2,414            5.2
         Jonathan F. Boucher (4)................................       2,069            4.5
         Christopher T. Paule (5)...............................       2,067            4.5
         A. Richard Caputo, Jr. (4).............................         757            1.6
         John L. Garavaglia (6).................................         591            1.3
         Mark A. Kolmer (7).....................................         321              *
         F.H. Joe Gay (7).......................................         116              *
         Gary L. Rosenthal (8)..................................          70              *
         Jack L. Bortle (7).....................................          29              *

         All directors and executive officers as a group (11 persons)
           (2)(3)(4)(5)(6)(7)(8)                                      28,736           62.2%

         Other Principal Stockholders:
         Summit Capital Group, LLC (9)                                17,888           38.7%
         Massachusetts Mutual Life Insurance Company (10).......       6,864           14.9
         JZ Equity Partners PLC (11)............................       6,438           13.9
         Northwestern Mutual Life Insurance Company (12)........       4,290            9.3
         Leucadia Investors, Inc. (13)..........................       3,785            8.2
         THK Private Equities (14)..............................       2,865            6.2
</TABLE>


--------
* Indicates beneficial ownership of less than 1% of shares of Common Stock.

(1)  Calculated  pursuant to Rule 13d-3(d)  under the Exchange  Act.  Under Rule
     13d-3(d),  shares not outstanding  which are subject to options,  warrants,
     rights or  conversion  privileges  exercisable  within  60 days are  deemed
     outstanding  for the  purpose of  calculating  the  number  and  percentage
     beneficially  owned by such  person,  but not  deemed  outstanding  for the
     purpose of  calculating  the  percentage  beneficially  owned by each other
     person listed.  As of February 28, 2001, there were 46,192 shares of voting
     common stock of the Company issued and outstanding.

(2)  This figure  includes  13,824.64  shares (29.93%) owned of record by Summit
     Capital II, L.P., 1,197.81 shares (2.59%) owned of record by Summit Capital
     Parallel,  L.P.  (Summit  Parallel)  and 2,865.33  shares  (6.20%) owned of
     record by Summit Capital  Co-Investment,  II-A. L.P. (Summit  Co-Investment
     and collectively  with Summit  Parallel,  the Summit  Entities),  for which
     Summit Capital Group, LLC, as (i) the general partner of Summit Capital GP,
     II, L.P. which is the general  partner of Summit Capital Group II, L.P. and
     (ii)  the  general  partner  of each of the  Summit  Entities,  holds  sole
     investment and voting power.  Mr. Kelly,  as a Managing  Director of Summit
     Capital  Group,  LLC,  may be  deemed  to be the  beneficial  owner of such
     shares. Mr. Kelly disclaims beneficial ownership of such shares,  except to
     the extent of his pecuniary  interest  therein.  Mr. Kelly's address is 600
     Travis, Suit 6110, Houston, Texas 77002.

                                       19
<PAGE>

(3)  All shares are held by the John W. Jordan II Revocable  Trust, of which Mr.
     Jordan is the trustee.

(4)  Each of Messrs.  Jordan,  Zalaznick,  Boucher,  Lowden,  Max and Caputo are
     affiliated with The Jordan Company,  whose address is 767 Fifth Avenue, New
     York, New York 10153.

(5)  Includes  immediately  exercisable options to purchase 526 shares of common
     stock.  Mr. Paule's address is 2997 Clarkson Road,  Chesterfield,  Missouri
     63017.

(6)  Includes  immediately  exercisable options to purchase 150 shares of common
     stock.  Mr.  Garavaglia's  address  is 2997  Clarkson  Road,  Chesterfield,
     Missouri 63017.

(7)  The  address  of Messrs.  Kolmer,  Gay and  Bortle is 2997  Clarkson  Road,
     Chesterfield, Missouri 63017.

(8)  Mr. Rosenthal's address is c/o  Heaney-Rosenthal,  Inc., 600 Travis,  Suite
     6110, Houston, Texas 77002.

(9)  This figure  includes  13,824.64  shares (29.93%) owned of record by Summit
     Capital  II,  L.P.,  1,197.81  shares  (2.59%)  owned of  record  by Summit
     Parallel  and   2,865.33   shares   (6.20%)   owned  of  record  by  Summit
     Co-Investment,  for which  Summit  Capital  Group,  LLC, as (i) the general
     partner  of Summit  Capital GP II,  L.P.  which is the  general  partner of
     Summit Capital II, L.P. and (ii) the general  partner of each of the Summit
     Entities,  holds sole investment and voting power. The principal address of
     Summit Capital Group, LLC is 600 Travis, Suite 6110, Houston, Texas 77002.

(10) Includes 225 shares of common stock and immediately exercisable warrants to
     purchase  1036 shares of common stock held by  MassMutual  Corporate  Value
     Partners  Limited,  113 shares of common stock and immediately  exercisable
     warrants  to  purchase  520  shares  of  common  stock  held by  MassMutual
     Participation  Investors  and 226  shares of common  stock and  immediately
     exercisable  warrants  to  purchase  1042  shares of common  stock  held by
     MassMutual   Corporate   Investors,   each  of  which  are   affiliates  of
     Massachusetts Mutual Life Insurance Company, and 660 shares of common stock
     and  immediately  exercisable  warrants to purchase  3,039 shares of common
     stock held by Massachusetts  Mutual Life Insurance  Company.  The principal
     address  of  Massachusetts  Mutual  Life  Insurance  Company  is 1295 State
     Street, Springfield, Massachusetts 01111.

(11) Includes  immediately  exercisable  warrants  to purchase  5,286  shares of
     common stock. JZ Equity  Partners PLC is a publicly traded U.K.  investment
     trust  advised  by  an  affiliate  of  The  Jordan  Company.  See  "Certain
     Relationships and Related Transactions." The principal address of JZ Equity
     Partners PLC is c/o Jordan/Zalaznick Capital Company, 767 Fifth Avenue, New
     York, New York 10153.

(12) Includes  immediately  exercisable  warrants  to purchase  3,524  shares of
     common stock. The principal  address of Northwestern  Mutual Life Insurance
     Company is 720 East  Wisconsin  Avenue,  18th Floor,  Milwaukee,  Wisconsin
     53203.

(13) The principal address of Leucadia Investors, Inc. is 315 Park Avenue South,
     New York, New York 10010.

(14) The principal  address of THK Private  Equities is 1730 So. El Camino Real,
     Suite 400, San Mateo, California 94402.

STOCKHOLDERS AGREEMENT

In  February  2001,  the  Company and its  stockholders  adopted a  stockholders
agreement (New  Stockholders  Agreement) which terminated and replaced all other
stockholders  agreements  among  the  Company  and  its  stockholders.  The  New
Stockholders  Agreement  provides for certain rights and  obligations  among the
Company and its current  stockholders  including with respect to the election of
directors, restrictions on transfer, co-sale rights, right to join sales, forced
sales and registration rights. Pursuant to the New Stockholders  Agreement,  the
current  stockholders  agreed to vote  their  shares  for the  election  of four
members of the board of directors  designated  by  affiliates  of the The Jordan
Company and JZ Equity  Partners PLC (the Jordan  Investors) and three  directors
designated by Summit  Capital II, LP,  Summit  Capital  Parallel,  LP and Summit
Capital Co-Investment II-A, LP (the Summit Investors).

                                       20
<PAGE>

The current  stockholders may only transfer shares of Common Stock in accordance
with the New Stockholders  Agreement.  The Company and the current  stockholders
have a right of first  offer to  purchase  all or any  portion  of any shares of
Common Stock to be  transferred by any current  stockholder,  subject to certain
limited exceptions, on the same terms put forth for such transfer by the selling
holder. The New Stockholders Agreement provides for preferences on the rights of
first  offer  such  that  the  Management  Investors  (as  defined  in  the  New
Stockholders  Agreement)  have the first  right to  purchase  shares sold by any
other Management Investor, the Jordan Investors have the first right to purchase
shares sold by any other  Jordan  Investors  and the Summit  Investors  have the
first right to purchase shares sold by any other Summit  Investors.  The current
stockholders  also have a right of first refusal to purchase any new  securities
issued by the Company.

The New  Stockholders  Agreement  provides  that on or after  January 31,  2005,
either a majority of the Jordan Investors or the Summit Investors may initiate a
sale of the Company.  Upon the  initiation  of a sale,  a nationally  recognized
investment bank will be selected to consummate the sale. Designees of a majority
of the board of directors  appointed by the Jordan  Investors  and a majority of
the board of directors  appointed by the Summit  directors  shall  negotiate the
terms of the sale.

Pursuant to the New  Stockholders  Agreement  the  Institutional  Investors  and
Summit Investors have been granted demand and incidental  registration rights by
the Company. All other Current Holders have been granted incidental registration
rights. The Company is required to bear all registration  expenses in connection
with each demand and  incidental  registration  and has agreed to indemnify  the
holders  of demand and  incidental  registration  rights  against,  and  provide
contribution  with respect to, certain  liabilities  under the Securities Act in
connection with the demand and incidental registrations.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management  Agreement.  In connection  with its  acquisition  by the  Management
Investors and the Jordan  Investors in August 1995, the Company  entered into an
agreement (the TJC  Management  Agreement)  with The Jordan  Company  Management
Corporation (TJMC), an affiliate of The Jordan Company. Under the TJC Management
Agreement,  the Company  retains  TJMC to render  services to the  Company,  its
financial  and  business  affairs,   its  relationships  with  its  lenders  and
stockholders,  and  the  operation  and  expansion  of  its  business.  The  TJC
Management  Agreement  will  expire in 2005,  but is  automatically  renewed for
successive  one-year  terms,  unless  either party  provides  written  notice of
termination 60 days prior to the scheduled  renewal date. In connection with the
Offering,  the  Company  and  TJMC  have  agreed  to  amend  the TJC  Management
Agreement.  The TJC  Management  Agreement,  as amended,  will provide an annual
consulting fee payable on a quarterly basis equal to at least $600,000 but in no
event greater than 2.5% of EBITDA (as defined in the TJC Management  Agreement).
In addition, the TJC Management Agreement provides for payment to TJMC of (i) an
investment  banking and  sponsorship  fee of up to 2% of the  purchase  price of
certain  acquisitions  or sales  involving  the  Company  and  (ii) a  financial
consulting fee of up to 1% of any debt,  equity or other  financing  arranged by
the  Company  with the  assistance  of TJMC.  Such fees are  subject to board of
director's  approval.  The Company believes that the terms of the TJC Management
Agreement are  comparable  to the terms that it would obtain from  disinterested
third parties for comparable  services.  Pursuant to the terms of the Indenture,
payment  of  fees to  TJMC  pursuant  to the  TJC  Management  Agreement  is not
permitted in the event of a payment or financial  covenant  default with respect
to the Notes.  In February 2001, TJMC entered into an assignment of proceeds and
security  agreement  which  provides  that 50% of all payments due under the TJC
Management Agreement be paid to Summit Capital Group LLC.

EMPLOYEE STOCKHOLDER LOANS

In 1995, the Company made loans to certain employees to be used for the purchase
of the Company's  stock. As of December 31, 2000 there was $329,000  outstanding
on all stockholder  loans.  Each of the loans bears interest at a rate of 7% per
annum and, as of December 31, 2000, payments on all of the loans by the employee
stockholders were current.

In February  2001,  all  outstanding  loans were repaid  except for the loans to
Messrs.  Paule and  Kolmer in the  principal  amounts  of  $35,000  and  $8,000,
respectively.  Additionally,  the Company made loans to certain  employees to be
used for the purchase of the Company's stock in the amount of $518,250.  Messrs.
Paule,  Garavaglia and Kolmer received loans in the additional  principal amount
of  $158,250,  $105,000  and  $75,000,  respectively.  Each of the  loans  bears
interest  at a rate of 7% per annum and is secured  by pledges of the  Company's
stock to the Company.

                                       21
<PAGE>

DIRECTOR'S INDEMNIFICATION

The Company has entered into indemnification  agreements with each member of the
Board  of  Directors  whereby  the  Company  has  agreed,   subject  to  certain
exceptions,  to indemnify  and hold  harmless  each  director  from  liabilities
incurred as a result of such person's status as a director of the Company.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K

(1)  Financial Statements

Reference is made to the Index to Consolidated Financial Statements appearing in
Item 8, which is incorporated herein by reference.

(2)  Financial Statements Schedule

All  schedules  for  which  provision  is  made  in  the  applicable  accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions, are not applicable and therefore have been omitted, or the
information  has been included in the  consolidated  financial  statements or is
considered immaterial.

                                       22
<PAGE>

(3)  Exhibits

A list of the exhibits included as part of this Form 10-K is set forth below.

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                                   Sequentially
Exhibit                                                                                              Numbered
Number                        Description                                                              Page
------                        -----------                                                          ------------
<S>                             <C>                                                                      <C>

1              Purchase Agreement, dated as of April 16, 1998, by and among Jackson Products,                *
               Inc. (the Company), Jefferies & Company, Inc. and Goldman, Sachs & Co.
2.1            Stock Purchase Agreement, dated as of March 30, 1998, by and among Jackson                    *
               Acquisition, Inc., NCH Corporation, American Allsafe Company and Silencio/Safety
               Direct, Inc.++
2.2            Stock Purchase Agreement, dated as of March 31, 1998, by and among Crystaloid                 *
               Technologies, Inc., the Management Sellers party thereto, Dahl Partners
               Incorporated and Crystaloid Electronics Company++
2.3            Stock Purchase Agreement, dated as of June 12, 1998 by and among American Allsafe             **
               Company, the sellers party thereto and Kedman Company++
2.4            First Amendment to Stock Purchase Agreement, dated as of June 12,                             **
               1998 by and ** among American Allsafe Company,  the sellers party
               thereto and Kedman Company
2.5            Second  Amendment to Stock Purchase  Agreement,  dated as of July                             **
               22, 1998 by and ** among American  Allsafe  Company,  the sellers
               party thereto and Kedman Company
2.6            Third Amendment to Stock Purchase Agreement, dated as of July 22,                             **
               1998 by and ** among American Allsafe Company,  the sellers party
               thereto and Kedman Company
2.7            Real Property Purchase Agreement, dated as of June 12, 1998 by and among American             **
               Allsafe Company and certain stockholders of Kedman Company
2.8            Asset Purchase Agreement, dated as of April 20, 1999 by and among TMT-Pathway,               ***
               L.L.C. and Morton International, Inc.++
2.9            First Amendment to Asset Purchase Agreement, dated as of May 17, 1999 by and among           ***
               TMT-Pathway, L.L.C. and Morton International, Inc.
2.10           Stock Purchase Agreement dated as of December 29, 2000 by and among Jackson                 ******
               Products, Inc. SCG Acquisition LLC and the selling stockholders signatory thereto
2.11           First Amendment to Stock Purchase Agreement, dated as of February 1, 2001, by and           *****
               among the Company, SCG Acquisition LLC and John W. Jordan as Seller's Representative
3.1(a)         Amended and Restated Certificate of Incorporation of the Company                              *
3.1(b)         Third Amended and Restated Certificate of Incorporation of the Company
3.2(a)         Bylaws of the Company                                                                         *
3.2(b)         Amended and Restated Bylaws of the Company
4.1            Indenture, dated as of April 22, 1998, between the Company and State Street Bank              *
               and Trust Company, as Trustee
4.2            Form of Global Series A Senior Note                                                           *
4.3            Form of Global Series B Senior Note                                                           *
4.4            Registration Rights Agreement, dated as of April 22, 1998, by and among the                   *
               Company, Jefferies & Company, Inc. and Goldman, Sachs & Co.
4.5            Supplemental Indenture, dated as of April 24, 1998, between the Company and State             *
               Street Bank and Trust Company, as Trustee
4.6(a)         Stockholders Agreement, dated as of August 16, 1995, by and among the Company and             *
               its stockholders
4.6(b)         First Amendment to Stockholders Agreement, dated as of March 1, 1996, by and among            *
               the Company and its stockholders
4.6(c)         Second Amendment to Stockholders Agreement, dated as of July 1, 1996, by and among            *
               the Company and its stockholders
4.6(d)         Third Amendment to Stockholders Agreement, dated as of June 1, 1997, by and among             *
               the Company and its stockholders
4.7            Stockholders Agreement, dated as of February 2, 2001, by and among the Company and
               its stockholders.
4.8(a)         Jackson Products, Inc. 1995 Management Stock Option Plan, dated as of August 16,              *
               1995
4.8(b)         First Amendment to 1995 management Stock Option Plan, dated as of June 1, 1997                *
4.8(c)         Form of Stock Option Agreement                                                                *
4.9            Jordan Investors Subscription Agreement, dated as of August 16, 1995, by and among            *
               the Company and certain stockholders named therein
4.9(a)         Jackson Products, Inc. 2001 Non-Qualified Stock Option Plan.
4.9(b)         Form of 2001 Non-Qualified Stock Option Agreement.
4.10           Advisor Subscription Agreement, dated as of August 16, 1995, between the Company              *
               and Safety Partners, L.P
4.11(a)        Management Subscription Agreement, dated as of August 16, 1995, by and among the              *
               Company and certain stockholders named therein
4.11(b)        First Amendment to Management Subscription Agreement, dated March 1, 1996, by and             *
               among the Company and certain stockholders named therein

                                       23
<PAGE>

4.11(c)        Second Amendment to Management Subscription Agreement, dated as of December 1,                *
               1996, by and among the Company and certain stockholders named therein
4.12           Amended and Restated Management Subscription Agreement, dated as of February 2,
               2001, by and among the Company and the signatories party thereto
4.13           Form of Non-Recourse Promissory Note between the Company and certain of its                   *
               stockholders
4.14           Form of Stock Pledge Agreement between the Company and certain of its stockholders            *
4.15(a)        Securities Purchase Agreement, dated as of August 16, 1995, by and among the                  *
               Company and certain stockholders named therein
4.15(b)        First Amendment to Securities Purchase Agreement, dated as of July 1, 1996, by and            *
               among the Company and certain stockholders named therein
4.16           Form of Warrant of the Company                                                                *
10.1(a)        Credit Agreement, dated as of April 22, 1998, by and among the Company,                       *
               BankBoston, N.A., as Agent, Mercantile Bank National Association, as Co-agent, the
               other lenders party thereto, and BancBoston Securities, Inc., as Syndication Agent
               and Arranger
10.1(b)        Amendment No. 1 to Credit Agreement, dated as of June 19, 1998, by and among the
               Company, BankBoston, N.A., as Agent, Mercantile Bank National Association, as                ****
               Co-Agent, the other lenders party thereto, and BancBoston Securities, Inc., as
               Syndication Agent and Arranger
10.1(c)        Amendment No. 2 to Credit Agreement, dated as of May 17, 1999, by and among the             *****
               Company, BankBoston, N.A., as Agent, Mercantile Bank National Association, as
               Co-Agent, the other lenders party thereto, and BancBoston Securities, Inc. as
               Syndication Agent and Arranger
10.2           Revolving Note in the aggregate principal amount of $19,500,000                               *
10.3           Revolving Note in the aggregate principal amount of $10,500,000                               *
10.4           Acquisition Note in the aggregate principal amount of $61,750, 000                            *
10.5           Acquisition Note in the aggregate principal amount of $33,250,000                             *
10.6(a)        Guaranty, dated as of April 22, 1998, by and among Flex-O-Lite, Inc., OSD                     *
               Envizion, Inc., Crystaloid Technologies, Inc., Jackson Acquisition, Inc., American
               Allsafe Company, Silencio/Safety Direct, Inc. and BankBoston, N.A., as Agent
10.6(b)        Guaranty, dated as of May 17, 1999,  by and between TMT-Pathway, L.L.C. and                 *****
               BankBoston, N.A., as Agent
10.7(a)        Stock Pledge Agreement, dated as of April 22, 1998, by and between the Company and            *
               BankBoston, N.A., as Agent
10.7(b)        Pledge Agreement, dated as of May 17, 1999, by and between the Company and                  *****
               BankBoston, N.A., as Agent
10.8           Stock Pledge Agreement (Subsidiaries), dated as of April 22, 1998, by and between             *
               Flex-O-Lite, Inc. and BankBoston, N.A., as Agent
10.9           Stock Pledge Agreement (Subsidiaries), dated as of April 22, 1998, by and between             *
               Jackson Acquisition, Inc. and BankBoston, N.A., as Agent
10.10          Security Agreement, dated as of April 22, 1998, by and between the Company and                *
               BankBoston, N.A., as Agent
10.11(a)       Security Agreement (Subsidiaries), dated as of April 22, 1998 by and among                    *
               Flex-O-Lite, Inc., OSD Envizion, Inc., Crystaloid Technologies, Inc., Jackson
               Acquisition, Inc., American Allsafe Company, Silencio/Safety Direct, Inc. and
               BankBoston, N.A., as Agent
10.11(b)       Security Agreement (Subsidiaries), dated as of May 17, 1999, by and between                 *****
               TMT-Pathway, L.L.C. and BankBoston, N.A., as Agent
10.12          Patent Collateral Assignment and Security Agreement, dated as of April 22, 1998,              *
               by and between the Company and BankBoston, N.A., as Agent
10.13          Patent Collateral Assignment and Security Agreement, dated as of April 22, 1998,              *
               by and between Flex-O-Lite, Inc. and BankBoston, N.A., as Agent
10.14          Patent Collateral Assignment and Security Agreement, dated as of April 22, 1998,              *
               by and between OSD Envizion, Inc. and BankBoston, N.A., as Agent
10.15          Patent Collateral Assignment and Security Agreement, dated as of April 22, 1998,              *
               by and between American Life Allsafe Company and BankBoston, N.A., as Agent
10.16          Patent Collateral Assignment and Security Agreement, dated as of April 22, 1998,              *
               by and between Silencio/Safety Direct, Inc. and BankBoston, N.A., as Agent
10.17          Patent Collateral Assignment and Security Agreement, dated as of April 22, 1998,              *
               by and between Crystaloid Technologies, Inc. and BankBoston, N.A., as Agent
10.18          Trademark Collateral Assignment and Security Agreement, dated as of April 22,                 *
               1998, by and between the Company and BankBoston, N.A., as Agent
10.19          Trademark Collateral Assignment and Security Agreement, dated as of April 22,                 *
               1998, by and between Flex-O-Lite, Inc. and BankBoston, N.A., as Agent
10.20          Trademark Collateral Assignment and Security Agreement, dated as of April 22,                 *
               1998, by and between OSD Envizion, Inc. and BankBoston, N.A., as Agent
10.21          Trademark Collateral Assignment and Security Agreement, dated as of April 22,                 *
               1998, by and between Silencio/Safety Direct, Inc. and BankBoston, N.A., as Agent
10.22(a)       Trademark Collateral Assignment and Security Agreement, dated as of April 22,                 *
               1998, by and between Crystaloid Technologies, Inc. and BankBoston, N.A., as Agent
10.22(b)       Trademark Collateral Security and Pledge Agreement, dated as of May 17, 1999, by            *****
               and between TMT-Pathway, L.L.C. and BankBoston, N.A., as Agent
10.23          Form of Indemnification Agreement, dated as of August 16, 1995, between the                   *
               Company and its directors
10.24(a)       TJC Management Consulting Agreement, dated as of August 16, 1995, by and among,               *
               the Company, Flex-O-Lite, Inc. and TJC Management Corporation
10.24(b)       Amended and Restated TJC Management Consulting Agreement, dated as of October 21,             *
               1996, by and among the Company, Flex-O-Lite, Inc. and TJC Management Corporation


                                       24
<PAGE>

10.24(c)       Second Amended and Restated TJC Management Consulting Agreement, dated as of April            *
               22, 1998, by and between the Company and TJC Management Corporation
10.25          Assignment  of  Proceeds  and  Security  Agreement,  dated  as of
               February 2, 2001,  between TJC Management  Corporation and Summit
               Capital Group LLC
10.26(a)       Employment and Non-Interference Agreement, dated as of August 16, 1995, by and                *
               between the Company and Robert H. Elkin
10.26(b)       Amendment to Employment Agreement, dated as of April 22, 1998, by and between the             *
               Company and Robert H. Elkin
10.27(a)       Employment and Non-Interference Agreement, dated as of August 16, 1995, by and                *
               between the Company and Christopher T. Paule
10.27(b)       Amendment to Employment Agreement, dated as of April 22, 1998, by and between the             *
               Company and Christopher T. Paule
10.27(c)       Amended and Restated Employment Agreement, dated as of February 2, 2001, between
               the Company and Christopher T. Paule
10.28          Employment and Non-Interference Agreement, dated as of August 16, 1995, by and                *
               between Flex-O-Lite, Inc. and Allan Huning
10.29          Employment and Non-Interference Agreement, dated as of April 22, 1998, by and                 *
               between the Company and Mark R. Hefty
10.30          Employment and Non-Interference Agreement, dated as of April 22, 1998, by and                 *
               between the Company, Crystaloid Technologies, Inc. and Edward D. Surjan, Jr.
10.31          Employment and Non-Interference Agreement, dated as of April 22, 1998, by and                 *
               between the Company, Crystaloid Technologies, Inc. and Edward M. Stiles
10.32          Employment and Non-Interference Agreement, dated as of April 22, 1998, by and                 *
               between the Company, Crystaloid Technologies, Inc. and Michael A. Fout
10.33          Employment and Non-Interference Agreement, dated as of April 22, 1998, by and                 *
               between the Company, Crystaloid Technologies, Inc. and Gregory J. Putman
10.34          Employment and Non-Interference Agreement, dated as of April 22, 1998, by and
               between American Allsafe Company and Lincoln M. Kennedy                                       *
10.35          Employment and Non-Interference Agreement, dated as of May 17, 1999, by and
               between the Company, TMT-Pathway, L.L.C. and Robert J. Currell
10.36          Employment and Non-Interference Agreement, dated as of September 1, 2000, by and
               between the Company and F. H. Joe Gay
10.37          Employment and Non-Interference Agreement, dated as of September 1, 2000, by and
               between the Company and Mark A. Kolmer
10.38          Employment and Non-Interference Agreement, dated as of September 1, 2000, by and
               between the Company and John L. Garavaglia, III
10.39          Stock Appreciation Rights Agreement, dated as of April 22, 1998, between the                  *
               Company and Robert H. Elkin
10.40          Stock Appreciation Rights Agreement, dated as of April 22, 1998, between the                  *
               Company and Christopher T. Paule
10.41          Stock Appreciation Rights Agreement, dated as of April 22, 1998, between the                  *
               Company and Mark R. Hefty
10.42          Stock Appreciation Rights Agreement, dated as of April 22, 1998, between the                  *
               Company, Crystaloid Technologies, Inc. and Edward D. Surjan, Jr.
10.43          Stock Appreciation Rights Agreement, dated as of April 22, 1998, between the                  *
               Company, Crystaloid Technologies, Inc. and Edward M. Stiles
10.44          Stock Appreciation Rights Agreement, dated as of April 22, 1998, between the                  *
               Company, Crystaloid Technologies, Inc. and Michael A. Fout
10.45(a)       Intercompany Management Consulting Agreement, dated as of August 16, 1995, by and             *
               among the Company and its subsidiaries
10.45(b)       Amended and Restated Intercompany Management Consulting Agreement, dated as of                *
               October 21, 1996, by and among the Company and its subsidiaries
12             Statements regarding computation of ratios                                                  *****
21             List of Subsidiaries of the Company
25             Statement on Form T-1 of eligibility of the Trustee under the Trust Indenture Act             *

</TABLE>

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

++   The schedules and exhibits to this  agreement  have not been filed pursuant
     to Item  601(b)(2) of Regulation  S-K. Such  schedules and exhibits will be
     filed  supplementary  upon  the  request  of the  Securities  and  Exchange
     Commission.

*    Incorporated  by  reference  to the  exhibits  filed with the  Registration
     Statement on Form S-4 of the Company filed with the Securities and Exchange
     Commission on September 11, 1998  (Commission  File No.  333-53987) and all
     supplements thereto.

**   Incorporated  by reference to the exhibits filed with the Current Report on
     Form 8-K of the Company  with the  Securities  and Exchange  Commission  on
     August 6, 1998 (Commission File No. 333-53987) and all supplements thereto.

***  Incorporated  by reference to the exhibits filed with the Current Report on
     Form 8-K of the Company with the Securities and Exchange  Commission on May
     21, 1999 (Commission File No. 333-53987) and all supplements thereto.

                                       25
<PAGE>

**** Incorporated  by reference to the exhibits  filed with the Annual Report on
     Form 10-K of the Company with the  Securities  and Exchange  Commission  on
     March 26, 1999 (Commission File No. 333-53987) and all supplements thereto.

*****Incorporated  by reference to the exhibits  filed with the Annual Report on
     Form 10-K of the Company with the  Securities  and Exchange  Commission  on
     March 16, 2000 (Commission File No. 333-5397) and all supplements thereto.

******Incorporated by reference to the exhibits filed with the Current Report on
     Form 8-K of the Company  with the  Securities  and Exchange  Commission  on
     January  15,  2001  (Commission  File No.  333-53987)  and all  supplements
     thereto.

                                       26
<PAGE>
Exhibit 3.1(b)


             THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             JACKSON PRODUCTS, INC.

                                February 2, 2001

     1.  The  Certificate  of  Incorporation  of  Jackson  Products,  Inc.  (the
"Corporation") was filed in the Office of the Secretary of State on February 24,
1993, under the name of JHC, Inc.,  amended and restated on August 17, 1995, and
amended and restated on July 1, 1996.

     2. The Board of Directors of the Corporation,  by telephonic meeting of its
members,  filed with the  minutes of the Board on  February  1, 2001,  adopted a
resolution   proposing  and  declaring   advisable   that  the   Certificate  of
Incorporation  be amended and restated and duly  adopting this Third Amended and
Restated Certificate of Incorporation.

     3. In lieu of a special meeting of the stockholders,  written consents were
obtained from a majority of the outstanding  shares entitled to vote thereon and
a majority of the outstanding shares of each class entitled to vote thereon as a
class in favor of this Third Amended and Restated  Certificate of  Incorporation
in  accordance  with the  provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware (the "GCL").

     4. The text of the  Certificate of  Incorporation,  as amended and restated
herein, shall read as follows:

     First : The name of the Corporation is "Jackson Products, Inc."

     Second : The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle.
The  name of its  registered  agent at such  address  is The  Corporation  Trust
Company.

     Third : The nature or purpose of the  business to be  conducted or promoted
by the  Corporation  is to  engage  in any  lawful  act or  activity  for  which
corporations may be organized under the GCL.

     Fourth : The total  number of shares of stock which the  Corporation  shall
have  authority to issue is one hundred  sixty-two  thousand  (162,000)  shares,
consisting of:

          (i) One hundred thousand (100,000) shares of Class A Common Stock, par
     value $.01 per share (the "Class A Common Stock");

          (ii) Forty-five  thousand (45,000) shares of Class B Common Stock, par
     value $.01 per share (the "Class B Common Stock");

          (iii) Fifteen  thousand  (15,000) shares of Class C Common Stock,  par
     value $.01 per share (the "Class C Common Stock"; together with the Class A
     Common Stock and the Class B Common Stock, the "Common Stock"); and

          (iv) Two thousand  (2,000) shares of Serial Preferred Stock, par value
     $.01 per share (the "Preferred Stock").


     A  statement  of  the  powers,  designations,   preferences,  and  relative
participating,   optional  or  other  special  rights  and  the  qualifications,
limitations  and  restrictions of the Common Stock and the Preferred Stock is as
follows

1. Common Stock.

     (a) Dividends.  All shares of Common Stock of the  Corporation  shall be of
equal rank and shall be identical, except as hereinafter specifically set forth.
No dividend or other  distribution  shall be paid upon, or declared or set apart
for, any share of any class of Common Stock of the  Corporation for any dividend
period  unless at the same time a dividend or  distribution  for the same period
shall be paid upon,  or  declared  and set apart  for,  all shares of each other
class of Common  Stock then  issued and  outstanding,  in the same  amount  with
respect to each  issued and  outstanding  share of Common  Stock,  as though all
shares of Common Stock were of a single class,  except that the  Corporation may
at any time concurrently declare and pay an equal dividend, on a share for share
basis,  in each  respective  class of Common  Stock in  shares of such  class of
Common Stock.
<PAGE>

     (b)  Liquidation  Rights.  In  the  event  of a  voluntary  or  involuntary
liquidation,  dissolution or winding-up of the Corporation,  the holders of each
class of Common  Stock  shall be entitled  to share in the  distribution  of any
remaining  assets  available  for  distribution  to the holders of Common  Stock
ratably in  proportion  to the total  number of shares of all  classes of Common
Stock then  issued and  outstanding  as though all such  shares were of a single
class.

     (c)  Corporate  Event.  There  shall  be no  increase,  decrease  or  other
alteration of the issued and outstanding  shares of any class of Common Stock of
the  Corporation  by  or  as a  result  of  any  stock  split,  stock  dividend,
combination    of   shares,    recapitalization,    reclassification,    merger,
consolidation,   sale  of  all  or  substantially  all  of  the  assets  of  the
Corporation, reorganization, liquidation, dissolution or other similar corporate
transaction  (each,  a "Corporate  Event") unless at the same time the shares of
the other class or classes of Common Stock then issued and  outstanding are also
increased,  decreased  or  otherwise  altered,  as the case may be,  in the same
manner and to the same extent. Without limiting the generality of the foregoing,
the  number of  shares of each  class of Common  Stock  issued  and  outstanding
immediately  following any such Corporate Event shall bear the same ratio to the
number  of  shares  of  that  class  of  Common  Stock  issued  and  outstanding
immediately  prior to such Corporate Event as the number of shares of each other
class  of  Common  Stock  issued  and  outstanding  immediately  following  such
Corporate Event shall bear to the number of shares of that class of Common Stock
issued and outstanding immediately prior to such Corporate Event.

     (d) Voting  Rights.  The holders of Class A Common Stock and Class C Common
Stock  shall be entitled  to one vote per share in voting or  consenting  to the
election  of  directors  and for all  other  corporate  purposes  to the  extent
authorized by this Certificate of Incorporation or law;  provided,  that as soon
as any holder of Class C Common Stock who has been  employed by the  Corporation
or a subsidiary of the Corporation (a "Management Holder") ceases to be employed
by  the   Corporation  or  a  subsidiary  of  the  Corporation  for  any  reason
("Terminated  Management Holder"),  such Terminated Management Holder's right to
cast votes shall thereupon terminate, and any Person who was transferred Class C
Common Stock from such Terminated  Management Holder shall have no voting rights
once such Terminated  Management Holder ceases to be employed by the Corporation
or a subsidiary  of the  Corporation.  The holders of Class B Common Stock shall
not be entitled to vote at any meeting of  stockholders or to express consent or
dissent to any  corporate  action taken  without a meeting  (including,  without
limitation,  any election or removal of the directors of the  Corporation).  The
Class  B  Common  Stock  and any  Class  C  Common  Stock  held by a  Terminated
Management  Holder or his  transferee,  shall not be included in determining the
number of shares  voting or  consenting  or  entitled to vote or consent on such
matters;  provided,  however, that without the affirmative vote or prior written
consent of the holders of a majority of the outstanding shares of Class B Common
Stock and Class C Common Stock each voting or  consenting  as a separate  class,
the Corporation shall not (i) merge with or into, or consolidate with, any other
corporation  if, under the terms pursuant to which such merger or  consolidation
is to be  effected  (w) the  holders of Class B Common  Stock and Class C Common
Stock  would  receive  consideration  in  exchange  for each share of such stock
outstanding  immediately  prior to such merger or consolidation  that is less in
amount  than,  or different in form from,  the  consideration  to be received in
connection  with such merger or  consolidation  by the holders of Class A Common
Stock in exchange for each share of such stock outstanding  immediately prior to
such merger or  consolidation,  or (x) the holders of Class B Common Stock would
receive any consideration  (whether in the form of cash, property or securities)
in  exchange  for the shares of Class B Common  Stock  held by them  immediately
prior to such  merger or  consolidation  and any holder of Class A Common  Stock
(other than a  subsidiary  of the  Corporation)  would retain the shares of such
stock held by it  immediately  prior to such  merger or  consolidation,  or (ii)
effectuate any amendment to, or modification or waiver of, any provision of this
Restated  Certificate  of  Incorporation  that  alters or  changes  the  powers,
designations,  preferences  or rights of the shares of Class B Common  Stock and
Class C Common  Stock  (including,  without  limitation,  any  provision of this
subdivision (d) of paragraph 1 of this ARTICLE FOURTH).

     (e) Conversion Rights - Class B Common Stock.
<PAGE>

               1.  Any  holder  of  Class  B  Common  Stock  shall,  subject  to
          subparagraph 2 below, be entitled at any time and from time to time to
          convert  any  shares of Class B Common  Stock held by it into an equal
          number of shares of Class A Common  Stock  upon the  surrender  of the
          certificate or certificates  representing the shares of Class B Common
          Stock to be  converted  at the  principal  office of the  Corporation,
          together with written  notice by such holder  stating that such holder
          desires to convert the shares of Class B Common Stock  represented  by
          such certificate or certificates  into shares of Class A Common Stock.
          Promptly after such surrender and receipt of such written notice,  the
          Corporation   will  issue  and   deliver  in   accordance   with  such
          instructions the certificate or certificates for the shares of Class A
          Common Stock issuable upon such conversion.  In case less than all the
          shares represented by any such certificate are to be converted,  a new
          certificate shall be issued to such holder representing the shares not
          to be converted, without cost to such holder.

               2. A holder of Class B Common  Stock  shall be allowed to convert
          shares of Class B Common Stock to shares of Class A Common  Stock,  or
          be  allowed  to  participate  in a  transaction,  (including,  but not
          limited to, the transactions contemplated in subparagraph 1 above), by
          which  participation  such  holder  would be deemed to have  converted
          shares of Class B Common  Stock to shares of Class A Common Stock only
          to the extent the holder is not restricted by the Bank Holding Company
          Act of 1956, as amended,  or other  applicable  law from  acquiring or
          holding additional shares of Class A Common Stock.

               3. The Corporation  shall at all times reserve and keep available
          out of its authorized but unissued  shares of Class A Common Stock, or
          its  treasury  shares,  solely  for the  purpose  of  issue  upon  the
          conversion  of the Class B Common Stock as provided in this  paragraph
          (e),  such  number  of  shares  of  Class A  Common  Stock as are then
          issuable  upon the  conversion  of all  outstanding  shares of Class B
          Common  Stock.  The  Corporation  shall at all times  reserve and keep
          available (or cause such shares to be reserved and kept available) out
          of its authorized but unissued  shares of Class B Common Stock, or its
          treasury  shares,  solely for the purpose of issue upon the conversion
          of the Class A Common Stock as provided in this  paragraph  (e),  such
          number of shares of Class B Common Stock as are then issuable upon the
          conversion  of all  outstanding  shares of Class A Common  Stock.  The
          Corporation  covenants  that all  shares  of Class A Common  Stock and
          Class B Common Stock which are issuable upon  conversion  shall,  when
          issued,  be duly and validly issued,  fully paid and nonassessable and
          free from all liens and charges.  The Corporation  shall take all such
          actions as may be  necessary to assure that all such shares of Class A
          Common  Stock  and  Class B  Common  Stock  may be so  issued  without
          violation of any law or any regulation,  rule or other  requirement of
          any governmental  domestic  securities  exchanges upon which shares of
          Class A  Common  Stock  or Class B Common  Stock  may be  listed.  The
          Corporation shall not take any action which would affect the number of
          shares of Class A Common Stock or Class B Common Stock  outstanding or
          issuable for any purposes unless immediately following such action the
          Corporation  would  have  authorized  but  unissued  shares of Class A
          Common Stock and Class B Common Stock,  or treasury  shares,  not then
          reserved or required  to be  reserved  for any purpose  other than the
          purpose of issue upon  conversion  of Class B Common  Stock or Class A
          Common Stock,  as the case may be,  sufficient to meet the reservation
          requirements of the first two sentences of this subparagraph 3.

               4. If any shares of Class A Common  Stock or Class B Common Stock
          required to be reserved for purposes of conversion  hereunder require,
          before such shares may be issued upon conversion, registration with or
          approval of any governmental  authority under any federal or state law
          (other than any  registration  under the  Securities  Act or any state
          securities  law  required by reason of any  transfer  involved in such
          conversion),  or  listing on any  domestic  securities  exchange,  the
          Corporation shall, at its expense and as promptly as possible, use its
          best efforts to cause such shares to be duly registered or approved or
          listed, as the case may be.

               5. The issue of  certificates  for shares of Class A Common Stock
          upon conversion of shares of Class B Common Stock and certificates for
          shares of Class B Common  Stock upon  conversion  of shares of Class A
          Common Stock shall be made without charge to the holder of such shares
          of any issue tax in respect  thereof or other  costs  incurred  by the
          Corporation in connection  with such  conversion and the related issue
          of shares of Class A Common Stock or Class B Common Stock, as the case
          may be; provided that the Corporation shall not be required to pay any
          tax which may be payable in respect of any  transfer  involved  in the
          issue and delivery of any certificate in a name other than that of the
          holder  of the Class B Common  Stock  converted  or the  holder of the
          Class A Common Stock converted, as the case may be.
<PAGE>

     (f) Conversion Rights - Class C Common Stock.


               1. Upon the sale of shares of  Common  Stock  pursuant  to (a) an
          effective   registration  statement  filed  under  Section  5  of  the
          Securities  Act,  (b)  pursuant  to a sale under Rule 144,  or (c) the
          prior written  approval by the Board of Directors of the  Corporation,
          each  share of Class C Common  Stock  issued  and  outstanding  shall,
          without  any action on the part of the holder  thereof,  be  converted
          into a share of  Class A  Common  Stock.  Upon  the  surrender  of any
          certificate  or  certificates  which prior to the  registration  under
          Section 5 of the  Securities  Act or sale under  Rule 144  represented
          shares of Class C Common Stock (x) the Corporation  shall issue one or
          more new certificates,  in such denominations as may be requested, for
          the  same  aggregate   number  of  shares  of  Class  A  Common  Stock
          represented by the certificate or  certificates  so  surrendered,  and
          registered by the  certificate or  certificates  so  surrendered,  and
          registered as the purchaser or holder of such shares may request,  (y)
          the rights of the holder of such shares of Class C Common  Stock shall
          cease  and  the   person  or  persons  in  whose  name  or  names  the
          certificates for shares of Class A Common Stock are to be issued shall
          be deemed to have become the holder or holders of record of the shares
          of Class A Common Stock represented thereby.

               2.  Immediately upon the transfer of any shares of Class A Common
          Stock to any  Person  who is a holder  of Class C Common  Stock,  such
          shares of Class A Common Stock  shall,  without any action on the part
          of the holder thereof,  be converted into the same number of shares of
          Class C Common  Stock as the number of shares of Class A Common  Stock
          so being  transferred.  Upon the  surrender of any  certificates,  for
          registration  of  transfer,   which  prior  to  the  transfer  thereof
          represented  shares of Class A Common Stock (a) the Corporation  shall
          issue  one  or  more  new   certificates,   in  such  denomination  or
          denominations  as may be requested,  for the same aggregate  number of
          shares  of Class C Common  Stock  represented  by the  certificate  or
          certificates so  surrendered,  and registered as the purchaser of such
          shares may  request and (b) the rights of the holder of such shares of
          Class A Common  Stock shall cease with respect to the number of shares
          so sold  and the  person  or  persons  in  whose  name  or  names  the
          certificates  for shares of Class C Common Stock are to be issued upon
          such sale  shall be deemed to have  become  the  holder or  holders of
          record of the shares of Class C Common Stock represented thereby.

               3.  Immediately upon the transfer of any shares of Class C Common
          Stock to any  Person  who is a holder  of Class A Common  Stock,  such
          shares of Class C Common Stock  shall,  without any action on the part
          of the holder thereof,  be converted into the same number of shares of
          Class A Common  Stock as the number of shares of Class C Common  Stock
          so being  transferred.  Upon the  surrender of any  certificates,  for
          registration  of  transfer,   which  prior  to  the  transfer  thereof
          represented  shares of Class C Common Stock (a) the Corporation  shall
          issue  one  or  more  new   certificates,   in  such  denomination  or
          denominations  as may be requested,  for the same aggregate  number of
          shares  of Class A Common  Stock  represented  by the  certificate  or
          certificates so  surrendered,  and registered as the purchaser of such
          shares may  request and (b) the rights of the holder of such shares of
          Class C Common  Stock shall cease with respect to the number of shares
          so sold  and the  person  or  persons  in  whose  name  or  names  the
          certificates  for shares of Class A Common Stock are to be issued upon
          such sale  shall be deemed to have  become  the  holder or  holders of
          record of the shares of Class A Common Stock represented thereby.

               4. The Corporation  shall at all times reserve and keep available
          out of its authorized but unissued  shares of Class A Common Stock, or
          its  treasury  shares,  solely  for the  purpose  of  issue  upon  the
          conversion  of the Class C Common Stock as provided in this  paragraph
          (f),  such  number  of  shares  of  Class A  Common  Stock as are then
          issuable  upon the  conversion  of all  outstanding  shares of Class C
          Common Stock.  The  Corporation  shall reserve and keep  available (or
          cause  such  shares  to be  reserved  and kept  available)  out of its
          authorized  but  unissued  shares  of  Class C  Common  Stock,  or its
          treasury  shares,  solely for the purpose of issue upon the conversion
          of the Class A Common Stock as provided in this  paragraph  (f),  such
          number of shares of Class C Common Stock as are then issuable upon the
          conversion  of all  outstanding  shares of Class A Common  Stock.  The
          Corporation  covenants  that all  shares  of Class A Common  Stock and
          Class C Common Stock which are issuable upon  conversion  shall,  when
          issued,  be duly and validly issued,  fully paid and nonassessable and
          free from all liens and charges.  The Corporation  shall take all such
          actions as may be  necessary to assure that all such shares of Class A
          Common  Stock  and  Class C  Common  Stock  may be so  issued  without

<PAGE>

          violation of any law or any regulation,  rule or other  requirement of
          any governmental  domestic  securities  exchanges upon which shares of
          Class A  Common  Stock  or Class C Common  Stock  may be  listed.  The
          Corporation shall not take any action which would affect the number of
          shares of Class A Common Stock or Class C Common Stock  outstanding or
          issuable for any purposes unless immediately following such action the
          Corporation  would  have  authorized  but  unissued  shares of Class A
          Common Stock and Class C Common Stock,  or treasury  shares,  not then
          reserved or required  to be  reserved  for any purpose  other than the
          purpose of issue upon  conversion  of Class C Common  Stock or Class A
          Common Stock,  as the case may be,  sufficient to meet the reservation
          requirements  of the  first  two  sentences  of this  subparagraph  4.

               5. If any shares of Class A Common  Stock or Class C Common Stock
          required to be reserved for purposes of conversion  hereunder require,
          before such shares may be issued upon conversion, registration with or
          approval of any governmental  authority under any federal or state law
          (other than any  registration  under the  Securities  Act or any state
          securities  law  required by reason of any  transfer  involved in such
          conversion),  or  listing on any  domestic  securities  exchange,  the
          Corporation shall, at its expense and as promptly as possible, use its
          best efforts to cause such shares to be duly registered or approved or
          listed, as the case may be.

               6. The issue of  certificates  for shares of Class A Common Stock
          upon conversion of shares of Class C Common Stock and certificates for
          shares of Class C Common  Stock upon  conversion  of shares of Class A
          Common Stock shall be made without charge to the holder of such shares
          of any issue tax in respect  thereof or other  costs  incurred  by the
          Corporation in connection  with such  conversion and the related issue
          of shares of Class A Common Stock or Class C Common Stock, as the case
          may be; provided that the Corporation shall not be required to pay any
          tax which may be payable in respect of any  transfer  involved  in the
          issue and delivery of any certificate in a name other than that of the
          holder  of the Class C Common  Stock  converted  or the  holder of the
          Class A Common Stock converted, as the case may be.

               7. Any holder of Class C Common Stock who  receives  certificates
          representing  shares of Class A Common Stock that have been  converted
          into shares of Class C Common Stock pursuant to  subparagraph 2 above,
          shall be entitled at any time and from time to time to  surrender  the
          certificate  or  certificates  representing  shares  of Class A Common
          Stock  at the  principal  office  of the  Corporation,  together  with
          written  notice by such holder  stating  that such  holder  desires to
          receive  in   exchange   therefor  a   certificate   or   certificates
          representing  the same  number  of  shares  of  Class C Common  Stock.
          Promptly after such surrender and receipt of such written notice,  the
          Corporation   will  issue  and   deliver  in   accordance   with  such
          instructions the certificate or certificates for the shares of Class C
          Common Stock issuable upon such conversion.  In case less than all the
          shares represented by any such certificate are to be converted,  a new
          certificate shall be issued to such holder representing the shares not
          to be converted, without cost to such holder.

               8. Any holder of Class A Common Stock who  receives  certificates
          representing  shares of Class C Common Stock that have been  converted
          into shares of Class A Common Stock pursuant to  subparagraph 3 above,
          shall be entitled at any time and from time to time to  surrender  the
          certificate  or  certificates  representing  shares  of Class C Common
          Stock  at the  principal  office  of the  Corporation,  together  with
          written  notice by such holder  stating  that such  holder  desires to
          receive  in   exchange   therefor  a   certificate   or   certificates
          representing  the same  number  of  shares  of  Class A Common  Stock.
          Promptly after such surrender and receipt of such written notice,  the
          Corporation   will  issue  and   deliver  in   accordance   with  such
          instructions the certificate or certificates for the shares of Class A
          Common Stock issuable upon such conversion.  In case less than all the
          shares represented by any such certificate are to be converted,  a new
          certificate shall be issued to such holder representing the shares not
          to be converted, without cost to such holder.

          (g) Certain Definitions. As used in this ARTICLE FOURTH, the following
     terms shall have the following respective meanings:

               "Person"  means  any  individual,  firm,  corporation,   business
          enterprise,  trust,  association,   joint  venture,  partnership,  any
          foreign,   federal,  state,  municipal  or  other  government  or  any
          department,  commission,  board, bureau,  agency,  public authority or
          instrumentality  thereof,  or any court or arbitrator or other entity,
          whether acting in an individual, fiduciary or other capacity.
<PAGE>

2. Preferred Stock.

     The Board of Directors is authorized,  subject to limitations prescribed by
law, to provide for the issuance of the Preferred Stock in series, and by filing
a  certificate  pursuant  to the  applicable  law of the State of  Delaware,  to
establish  from time to time the  number of shares to be  included  in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or restrictions thereof.

     The  authority of the Board of Directors  with respect to each series shall
include, but not be limited to, determination of the following:

     (a) The  number of shares  constituting  that  series  and the  distinctive
designation of that series;

     (b) The  rate of  dividend,  and  whether  (and if so,  on what  terms  and
conditions)  dividends shall be cumulative (and if so, whether unpaid  dividends
shall  compound or accrue  interest) or shall be payable in preference or in any
other  relation to the dividends  payable on any other class or classes of stock
or any other series of the Preferred Stock;

     (c) Whether that series shall have voting  rights in addition to the voting
rights provided by law and, if so, the terms and extent of such voting rights;

     (d) Whether  the shares  must or may be redeemed  and, if so, the terms and
conditions of such redemption (including,  without limitation, the dates upon or
after which they must or may be  redeemed  and the price or prices at which they
must or may be  redeemed,  which price or prices may be  different  in different
circumstances or at different redemption dates);

     (e) Whether the shares shall be issued with the  privilege of conversion or
exchange  and, if so, the terms and  conditions  of such  conversion or exchange
(including  without  limitation  the  price  or  prices  or the rate or rates of
conversion or exchange or any terms for adjustment thereof);

     (f) The amounts,  if any, payable upon the shares in the event of voluntary
liquidation,  dissolution  or winding up of the  Corporation  in  preference  of
shares of any other class or series and whether the shares  shall be entitled to
participate   generally  in   distributions  on  the  Common  Stock  under  such
circumstances;

     (g) The amounts,  if any,  payable under the shares thereof in the event of
involuntary  liquidation,  dissolution  or  winding  up of  the  Corporation  in
preference  of shares of any other class or series and whether the shares  shall
be entitled to participate  generally in distributions in the Common Stock under
such circumstances;

     (h) Sinking fund provisions,  if any, for the redemption or purchase of the
shares (the term  "sinking  fund" being  understood to include any similar fund,
however designated); and

     (i) Any other relative rights, preferences,  limitations and powers of that
series.

     Fifth : At all meetings of stockholders, each stockholder shall be entitled
to vote,  in person  or by proxy,  the  shares  of  voting  stock  owned by such
stockholders  of record on the  record  date for the  meeting.  When a quorum is
present or represented at any meeting,  the vote of the holders of a majority in
interest of the  stockholders  present in person or by proxy at such meeting and
entitled to vote thereon shall decide any question,  matter or proposal  brought
before such meeting unless the question is one upon which, by express  provision
of law, this Certificate of Incorporation or the By-laws  applicable  thereto, a
different vote is required,  in which case such express  provision  shall govern
and control the decision of such question.

     Sixth : The number of directors of the Corporation shall be fixed from time
to time by the vote of a majority  of the entire  Board of  Directors,  but such
number  shall in no case be less than one (1) nor more than seven (7).  Any such
determination made by the Board of Directors shall continue in effect unless and
until  changed by the Board of  Directors,  but no such changes shall affect the
term of any directors then in office.

     Seventh : For the  management  of the  business  and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
<PAGE>

          (1) The business and affairs of the Corporation shall be managed by or
     under the direction of the Board of Directors except as otherwise  provided
     in Article II Section B, Article III,  Article VIII,  Article X and Article
     XI of the By-laws. Article II Section B, Article III, Article VIII, Article
     X and  Article XI of the  By-laws  shall be  incorporated  herein as if set
     forth herein.

          (2) The  directors  shall  have the  power,  subject  to the terms and
     conditions of the By-laws of Corporation,  to make,  adopt,  alter,  amend,
     change, add to or repeal the By-laws of the Corporation.

          (3) In addition to the powers and authority hereinbefore or by statute
     expressly  conferred  upon them,  the  directors  are hereby  empowered  to
     exercise  all  such  powers  and do all  such  acts  and  things  as may be
     exercised  or  done  by  the  Corporation,  subject,  nevertheless,  to the
     provisions of the GCL, this Certificate of  Incorporation,  and any By-laws
     adopted by the stockholders;  provided,  however, that no By-Laws hereafter
     adopted by the stockholders shall invalidate any prior act of the directors
     which would have been valid if such By-Laws had not been adopted.

     Eighth :

          1.  Stockholder  Meetings;  Keeping of Books and Records.  Meetings of
     stockholders  may be held  within or outside  the State of  Delaware as the
     By-laws may provide.  The books of the  Corporation may be kept (subject to
     any  provision  contained in the GCL) outside the State of Delaware at such
     place or  places  as may be  designated  from  time to time by the Board of
     Directors or in the By-laws of the Corporation.

          2.   Special   Stockholders   Meetings.   Special   meetings   of  the
     stockholders,  for any purpose or purposes,  unless otherwise prescribed by
     law, may be called by the President or the Chairman of the Board, if one is
     elected, and shall be called by the Secretary,  any two directors or at the
     request in writing of stockholders owning a majority in amount of the Class
     A Common Stock of the Company issued and outstanding and entitled to vote.

          3. No Written  Ballot.  Elections of directors  need not be by written
     ballot unless the By-laws of the Corporation shall so provide.

     Ninth :

          1. Limits on Director  Liability.  Directors of the Corporation  shall
     have no personal  liability  to the  Corporation  or its  stockholders  for
     monetary  damages  for breach of a fiduciary  duty as a director;  provided
     that nothing  contained in this Article NINTH shall  eliminate or limit the
     liability of a director (i) for any breach of a director's  duty of loyalty
     to the Corporation or its  stockholders,  (ii) for acts or omissions not in
     good faith or which involve intentional misconduct or knowing violations of
     law, (iii) under Section 174 of the GCL, or (iv) for any  transaction  from
     which a  director  derived  an  improper  personal  benefit.  If the GCL is
     amended to authorize  corporate action further  eliminating or limiting the
     personal  liability of directors,  then by virtue of this Article NINTH the
     liability of a director of the  Corporation  shall be eliminated or limited
     to the fullest extent permitted by the GCL, as so amended.

          2. Indemnification.

               (a) The  Corporation  shall  indemnify,  in  accordance  with the
          By-laws of the  Corporation  and to the fullest extent  permitted from
          time to time by the GCL or any other  applicable  laws as presently or
          hereafter in effect, any person who was or is a party or is threatened
          to be made a party to any  threatened,  pending or  completed  action,
          suit  or  proceeding,  whether  civil,  criminal,   administrative  or
          investigative,  including,  without limitation, an action by or in the
          right of the  Corporation,  by reason of his acting as a  director  or
          officer of the Corporation (and the Corporation,  in the discretion of
          the Board of  Directors,  may so  indemnify  a person by reason of the
          fact that he is or was an employee or agent of the  Corporation  or is
          or was serving at the request of the Corporation in any other capacity
          for or on behalf of the Corporation)  against any liability or expense
          actually and  reasonably  incurred by such person in respect  thereof;
          provided,  however,  the Corporation shall be required to indemnify an
          officer or director in connection  with an action,  suit or proceeding
          (or part  thereof)  initiated  by such person only if (i) such action,
          suit or proceeding (or part thereof) was authorized

<PAGE>

          by the Board of Directors and (ii) the indemnification does not relate
          to any  liability  arising  under  Section  16(b)  of  the  Securities
          Exchange  Act of  1934,  as  amended,  or  any  rules  or  regulations
          promulgated  thereunder.  Such indemnification is not exclusive of any
          other right to indemnification provided by law or otherwise. The right
          to indemnification conferred by this Section 2 shall be deemed to be a
          contract between the Corporation and each person referred to herein.

               (b) If a claim under  subdivision (a) of this paragraph 2 of this
          Article NINTH is not paid in full by the Corporation, the claimant may
          at any time  thereafter  bring suit against the Corporation to recover
          the unpaid amount of the claim and, if successful in whole or in part,
          the  claimant  shall  be  entitled  to be paid  also  the  expense  of
          prosecuting  such  claim.  It shall be a  defense  to any such  action
          (other than an action brought to enforce a claim for expenses incurred
          in defending any proceeding in advance of its final  disposition where
          any  undertaking  required by the By-laws of the  Corporation has been
          tendered  to the  Corporation)  that  the  claimant  has  not  met the
          standards  of  conduct  which  make it  permissible  under the GCL and
          subdivision  (a) of this  paragraph  2 of this  Article  NINTH for the
          Corporation to indemnify the claimant for the amount claimed,  but the
          burden of proving such defense  shall be on the  Corporation.  Neither
          the  failure of the  Corporation  (including  its Board of  Directors,
          legal counsel, or its stockholders) to have made a determination prior
          to  the  commencement  of  such  action  that  indemnification  of the
          claimant is proper in the circumstances  because he or she has met the
          applicable  standard  of conduct  set forth in the GCL,  nor an actual
          determination  by the  Corporation  (including its Board of Directors,
          legal counsel, or its stockholders) that the claimant has not met such
          applicable  standard of  conduct,  shall be a defense to the action or
          create a  presumption  that the  claimant  has not met the  applicable
          standard of conduct.

               (c)  Indemnification  shall include payment by the Corporation of
          expenses in defending an action or  proceeding in advance of the final
          disposition   of  such  action  or  proceeding   upon  receipt  of  an
          undertaking  by the person  indemnified to repay such payment if it is
          ultimately   determined   that  such   person  is  not   entitled   to
          indemnification  under this Article NINTH,  which  undertaking  may be
          accepted without  reference to the financial ability of such person to
          make such repayment.

3. Insurance.

     The  Corporation  shall have the power (but not the obligation) to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability  or loss  incurred  by such  person in any such  capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify  him against such  liability  under the ARTICLE  NINTH or the
GCL.

4. Other Rights.

     The rights and  authority  conferred  in this  ARTICLE  NINTH  shall not be
exclusive  of any other right which any person may  otherwise  have or hereafter
acquire  under any  statute,  provision  of the  Certificate  of  Incorporation,
by-law, agreement,  contract, vote of stockholders or disinterested directors or
otherwise.

5. Additional Indemnification.

     The  Corporation  may,  by  action  of  its  Board  of  Directors,  provide
indemnification to such of the directors,  officers, employees and agents of the
Corporation  to such extent and to such effect as the Board of  Directors  shall
determine to be appropriate and authorized by the GCL.
<PAGE>

6. Effect of Amendments.

     Neither the amendment, change, alteration nor repeal of this ARTICLE NINTH,
nor the adoption of any provision of this  Certificate of  Incorporation  or the
by-laws of the  Corporation,  nor, to the fullest  extent  permitted by GCL, any
modification  of law, shall eliminate or reduce the effect of this ARTICLE NINTH
or the rights or any protection  afforded under this ARTICLE NINTH in respect of
any acts or omissions  occurring  prior to such amendment,  repeal,  adoption or
modification.

     Tenth : The  Corporation  reserves  the right to repeal,  alter,  change or
amend any provision contained in this Certificate of Incorporation in the manner
now  or  hereafter   prescribed  by  statute  and  all  rights   conferred  upon
stockholders  herein  are  granted  subject  to  this  reservation.  No  repeal,
alteration  or  amendment of this  Certificate  of  Incorporation  shall be made
unless the same is first  approved by the Board of Directors of the  Corporation
pursuant to a resolution  adopted by the directors  then in office in accordance
with the By-laws and applicable law and thereafter approved by the stockholders.

     Eleventh : The Corporation has elected to not be governed by Section 203 of
the GCL. This election was effective as of August 16, 1995.

     IN WITNESS WHEREOF,  the  Corporation,  as of the date first written above,
has caused this Third Amended and Restated  Certificate of  Incorporation  to be
signed by its Vice President.

                                         JACKSON PRODUCTS, INC.



                                         By:     /s/ A. Richard Caputo, Jr.
                                         ----------------------------------
                                              Name: A. Richard Caputo, Jr.
                                              Title:   Vice President


<PAGE>
Exhibit 3.2(b)

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             JACKSON PRODUCTS, INC.

                               (FEBRUARY 2, 2001)

I. OFFICES

     Section A. The registered office of the Corporation shall be in the City of
Wilmington,  County of New Castle, State of Delaware and the name and address of
its  registered  agent is The  Corporation  Trust  Company,  1209 Orange Street,
Wilmington, Delaware. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

II. STOCKHOLDERS

     Section A. Time and Place of Meetings and Annual  Meeting.  All meetings of
the Stockholders for the election of directors or for any other purpose shall be
held at such time and place,  within or without the State of Delaware,  as shall
be designated by the Board of Directors.  In the absence of any such designation
by the Board of  Directors,  each such  meeting  shall be held at the  principal
office of the Corporation.  An annual meeting of Stockholders  shall be held for
the purpose of electing  directors and  transacting  such other  business as may
properly be brought before the meeting.  The date of the annual meeting shall be
determined by the Board of Directors.

     Section B. Time and Place of Special Meetings.  Unless otherwise prescribed
by law or by the Certificate of Incorporation, Special Meetings of Stockholders,
for any purpose or  purposes,  may be called by either (i) the  Chairman or (ii)
the President, and shall be called by any such officer at the request in writing
of at least two members of the Board of  Directors  or at the request in writing
of  Stockholders  holding fifty percent (50%) of the Class A Common Stock of the
Corporation  issued  and  outstanding  and  entitled  to vote  generally  in the
election of directors pursuant to the Certificate of Incorporation. Such request
shall state the purpose of the proposed meeting.

     All  special  meetings  of the  Stockholders  shall be held at such  place,
within or without the State of Delaware,  as shall be designated by the Board of
Directors.  In the absence of any such  designation  by the Board of  Directors,
each such meeting shall be held at the principal office of the Corporation.

     Section  C.  Notice of  Meetings.  Written  notice of each  meeting  of the
Stockholders  stating the place, date and time of the meeting shall be given not
less than ten nor more than sixty days before the date of the  meeting,  to each
Stockholder  entitled to vote at such meeting. The notice of any special meeting
of  Stockholders  shall state the  purpose or purposes  for which the meeting is
called.

     Section D. Quorum. The holders of a majority of the Common Stock issued and
outstanding and entitled to vote under the Certificate of Incorporation, present
in person or represented by proxy,  shall constitute a quorum at all meetings of
the Stockholders for the transaction of business provided that, the holders of a
majority  of  shares  of Class A Common  Stock  also are  present  in  person or
represented  by proxy  for a  quorum  to be  constituted,  except  as  otherwise
provided by law. If a quorum is not present or  represented,  the holders of the
stock present in person or  represented  by proxy at the meeting and entitled to
vote  thereat  shall have  power,  by the  affirmative  vote of the holders of a
majority of such stock,  to adjourn  the meeting to another  time and/or  place,
without notice other than  announcement at the meeting,  until a quorum shall be
presented or represented.  At such adjourned meeting, at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the original  meeting.  If the adjournment is for more than thirty
days,  or if after the  adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Stockholder of
record entitled to vote at the meeting.

     Section E. Voting.  Unless  otherwise  required by law, the  Certificate of
Incorporation  or these  By-Laws,  any  question  brought  before any meeting of
Stockholders  shall be  decided  by a  majority  of votes cast by holders of the
stock represented and entitled to vote thereon, with each such holder having the
number of votes per share and voting as a member of such classes of Stockholders
as may be provided in the Certificate of  Incorporation,  unless the question is
one  upon  which,  by  express  provision  of  law  or  of  the  Certificate  of
Incorporation,  a  different  vote is  required,  in  which  case  such  express
provision shall govern and control the decision of such question. Such votes may
be cast in person  or by proxy but no proxy  shall be voted on or after one year

<PAGE>

from its date,  unless such proxy  provides  for a longer  period.  The Board of
Directors,  in its discretion,  or the officer of the Corporation presiding at a
meeting of Stockholders,  in his discretion,  may require that any votes cast at
such meeting shall be cast by written ballot.

     Section F. Informal Action By Stockholders. Any action required to be taken
at a meeting of the  Stockholders,  or any other  action which may be taken at a
meeting  of the  Stockholders,  may be taken  without a meeting  if a consent in
writing,  setting  forth the  action so taken,  shall be signed by  Stockholders
having not less than the  minimum  number of votes that  would be  necessary  to
authorize  or take such action at a meeting at which all members  having a right
to vote  thereon  were  present  and voted.  Prompt  notice of the taking of the
corporate action without a meeting by less than unanimous  written consent shall
be given to those Stockholders who have not consented in writing.

     Section  G. List of  Stockholders  Entitled  to Vote.  The  officer  of the
Corporation who has charge of the stock ledger of the Corporation  shall prepare
and make,  at least ten days before every  meeting of  Stockholders,  a complete
list  of  the  Stockholders  entitled  to  vote  at  the  meeting,  arranged  in
alphabetical  order,  and showing the address of each Stockholder and the number
of shares  registered  in the name of each  Stockholder.  The list shall be made
available  for  inspection by  Stockholders  prior to the meeting as required by
law.  The list  shall  also be  produced  and kept at the time and  place of the
meeting during the whole time thereof,  and may be inspected by any  Stockholder
of the Corporation who is present.

     Section H. Stock Ledger.  The stock ledger of the Corporation  shall be the
only  evidence  as to who are the  Stockholders  entitled  to examine  the stock
ledger,  the list  required by Section G of this  Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of Stockholders.

III. DIRECTORS

     Section A. General  Powers.  The  business  and affairs of the  Corporation
shall  be  managed  and  controlled  by or  under  the  direction  of a Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Certificate of  Incorporation
or by  these  By-Laws  directed  or  required  to be  exercised  or  done by the
Stockholders.

     Section B. Number and Election of Directors. The number of directors of the
Corporation  shall be fixed from time to time by the vote of the entire Board of
Directors,  but such number  shall in no case be less than one (1) nor more then
seven (7).  Except as provided in Section C of this Article,  directors shall be
elected by a plurality of the votes cast at Annual Meetings of Stockholders, and
each  director so elected  shall hold office  until the next Annual  Meeting and
until  his  successor  is duly  elected  and  qualified,  or until  his  earlier
resignation  or removal.  Any director may resign at any time upon notice to the
Corporation. Directors need not be Stockholders.

     Section C. Vacancies.  Vacancies and newly created directorships  resulting
from any increase in the number of directors  may be filled by a majority of the
Directors then in office though less than a quorum,  and each Director so chosen
shall hold office  until his  successor  is elected and  qualified  or until his
earlier  resignation  or  removal;  provided,  however,  if the vacancy is for a
Jordan Director, the remaining Jordan Directors may appoint a replacement to act
as a director until a new director is duly elected,  and if the vacancy is for a
Summit Director, the remaining Summit Directors may appoint a replacement to act
as a director until a new director is duly elected. If there are no Directors in
office, then an election of Directors may be held in the manner provided by law.

     Section D. Place of  Meetings.  The Board of Directors  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     Section E. Regular  Meetings.  The Board of Directors  shall hold a regular
meeting,  to be known as the annual meeting,  immediately  following each annual
meeting of the  Stockholders.  Other regular  meetings of the Board of Directors
shall be held at such  time and at such  place  as  shall  from  time to time be
determined by the Board. No notice of regular meetings need be given.

     Section F. Special Meetings. Special meetings of the Board may be called by
the Chairman or the President or any two  directors.  Special  meetings shall be
called by the Secretary on the written  request of any two  directors.  Two days
written or telephonic notice of special meetings need be given.

     Section  G.  President's  Attendance  at  Meetings.  The  President  of the
Corporation  shall receive two days written or  telephonic  notice of regular or
special  meetings and shall have the right to attend all meeting of the Board of
Directors (other than those meetings  related to his  appointment,  replacement,
performance,  compensation  or other  matters that in the  determination  of the
Board of  Directors  are  matters the  consideration  of which is  generally  in

<PAGE>

publicly-held  companies made without  management being present),  but shall not
have the right to vote thereat, and the failure of the President to receive such
notice or attend,  for any reason,  shall not affect the validity of any meeting
of the Board of  Directors,  the  existence of a quorum,  or any action taken at
such meeting.

     Section H. Quorum. Except as may be otherwise  specifically provided by law
or these By-Laws, at all meetings of the Board of Directors, the presence of two
or more Jordan  Directors and two or more Summit  Directors  shall  constitute a
quorum for the  transaction of business.  Subject to the provisions of Section Q
of this  Article  III,  the act of a majority  of the  directors  present at any
meeting at which there is a quorum  shall be the act of the Board of  Directors.
If a quorum shall not be present at any meeting of the Board of  Directors,  the
directors  present  thereat may adjourn the meeting  from time to time,  without
notice other than announcement at the meeting, until a quorum shall be present.

     Section I. Organization.  The Chairman of the Board, if elected,  shall act
as chairman  at all  meetings  of the Board of  Directors.  If a Chairman of the
Board is not elected  or, if elected,  is not  present,  a Director  chosen by a
majority  of the  Directors  present,  shall act as  chairman at meetings of the
Board of Directors.

     Section J.  Executive  Committee.  The Board of  Directors,  by  resolution
adopted by a majority of each of the Jordan Directors and the Summit  Directors,
may designate one or more  Directors to  constitute an Executive  Committee,  to
serve as such,  unless the  resolution  designating  the Executive  Committee is
sooner  amended or rescinded by a majority of each of the Jordan  Directors  and
the Summit Directors,  until the next annual meeting of the Board or until their
respective successors are designated. A majority of each of the Jordan Directors
and the Summit Directors,  may also designate  additional Directors as alternate
members  of the  Executive  Committee  to  serve  as  members  of the  Executive
Committee  in the place and stead of any regular  member or members  thereof who
may be unable to attend a meeting or otherwise unavailable to act as a member of
the Executive Committee.  In the absence or disqualification of a member and all
alternate  members  who may serve in the place  and  stead of such  member,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether  or not  such  member  or  members  constitute  a  quorum,  may
unanimously  appoint another  Director to act at the meeting in the place of any
such absent or disqualified member.

     Except as expressly limited by the General  Corporation Law of the State of
Delaware,  the  Certificate  of  Incorporation  or the  resolution  adopted by a
majority of each of the Jordan Directors and the Summit Directors, the Executive
Committee  shall have and may exercise all the powers and authority of the Board
of Directors in the  management  of the business and affairs of the  Corporation
between the meetings of the Board of Directors.  The Executive  Committee  shall
keep a record  of its  acts  and  proceedings,  which  shall  form a part of the
records of the  Corporation in the custody of the Secretary,  and all actions of
the Executive  Committee shall be reported to the Board of Directors at the next
meeting of the Board.

     Meetings  of the  Executive  Committee  may be  called  at any  time by the
President  or any two of its  members  so long as at least  one of each of these
members  is a  Jordan  Director  and a Summit  Director.  Two  days  written  or
telephonic  notice of meetings  need be given.  A majority of the members of the
Executive  Committee shall  constitute a quorum for the transaction of business,
provided  that, a majority of the Jordan  Directors and a majority of the Summit
Directors,  also must be present for a quorum to be constituted,  and, except as
expressly limited by this section,  the act of a majority of the members present
at any  meeting  at which  there is a quorum  shall be the act of the  Executive
Committee. Except as expressly provided in this Section, the Executive Committee
shall fix its own rules of procedure.

     Section K. Other Committees.  The Board of Directors, by resolution adopted
by a majority  of each of the Jordan  Directors  and the Summit  Directors,  may
designate one or more other committees, each such committee to consist of one or
more Directors.  Except as expressly  limited by the General  Corporation Law of
the State of Delaware or the  Certificate of  Incorporation,  any such committee
shall have and may exercise  such powers as the Board of Directors may determine
and  specify  in  the  resolution  designating  such  committee.  The  Board  of
Directors,  by resolution  adopted by a majority of each of the Jordan Directors
and the Summit Directors, also may designate one or more additional Directors as
alternate  members of any such  committee to replace any absent or  disqualified
member  at  any  meeting  of the  committee,  and at any  time  may  change  the
membership of any committee or amend or rescind the resolution  designating  the
committee. In the absence or disqualification of a member or alternate member of
a  committee,  the member or members  thereof  present  at any  meeting  and not
disqualified  from  voting,  whether or not such member or members  constitute a
quorum,  may unanimously  appoint another  Director to act at the meeting in the
place of any such absent or disqualified  member,  provided that the Director so
appointed  meets any  qualifications  stated in the resolution  designating  the
committee. Each committee shall keep a record of proceedings and report the same

<PAGE>

to the  Board of  Directors  to such  extent  and in such  form as the  Board of
Directors may require. Unless otherwise provided in the resolution designating a
committee, a majority of all of the members of any such committee may select its
Chairman, fix its rules or procedure, fix the time and place of its meetings and
specify what notice of meetings, if any, shall be given.

     Section L. Action  without  Meeting.  Unless  otherwise  restricted  by the
Certificate of Incorporation or these By-Laws,  any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

     Section M.  Attendance by  Telephone.  Unless  otherwise  restricted by the
Certificate  of  Incorporation  or  these  By-Laws,  members  of  the  Board  of
Directors,  or of any  committee  designated  by the  Board  of  Directors,  may
participate in a meeting of the Board of Directors,  or any committee,  by means
of conference  telephone or similar  communications  equipment by means of which
all  persons  participating  in the  meeting  can  hear  each  other,  and  such
participation in a meeting shall constitute presence in person at the meeting.

     Section N. Compensation.  Directors may be paid such compensation for their
services and such  reimbursement  for expenses of  attendance at meetings of the
Board of  Directors  or any  committee of the Board of Directors as the Board of
Directors may from time to time  determine.  No such payment shall  preclude any
director  from  serving  the  Corporation  or any of its  parent  or  Subsidiary
corporations  or any of its  Stockholders  in any other  capacity and  receiving
compensation for such service.

     Section O.  Interested  Directors.  No contract or transaction  between the
Corporation  and  one or more of its  directors  or  officers,  or  between  the
Corporation  and any  other  corporation,  partnership,  association,  or  other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted  for  such  purpose  if (i)  the  material  facts  as to  his  or  their
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or  committee  in good faith  authorizes  the  contract  or  transaction  by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum; or (ii) the material facts as to
his or their  relationship or interest and as to the contract or transaction are
disclosed or are known to the  Stockholders  entitled to vote  thereon,  and the
contract or  transaction is  specifically  approved in good faith by vote of the
Stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of  the  time  it is  authorized,  approved  or  ratified,  by the  Board  of
Directors,  a  committee  thereof  or  the  Stockholders;   provided,  that  the
Certificate of Incorporation,  these By-Laws, the Stockholders Agreement,  dated
as of  August  16,  1995,  by and among the  Corporation  and the  Corporation's
Stockholders,  (as amended to date the,  "Stockholders  Agreement"),  the Jordan
Investors Subscription Agreement,  dated as of August 16, 1995, by and among the
Corporation and the parties listed on the signature pages thereto (as amended to
date, the "Jordan Investors Subscription  Agreement"),  the Advisor Subscription
Agreement,  dated August 16, 1995, by and among the  Corporation and the parties
listed  on the  signature  pages  thereto  (as  amended  to date,  the  "Advisor
Subscription  Agreement"),  the Management Subscription Agreement,  dated August
16, 1995, by and among the  Corporation  and the parties listed on the signature
pages thereto (as amended to date, the "Management Subscription Agreement"), the
Pledge  Agreements,  dated as of August 16,  1995,  executed  by the  Management
Investors (as defined in the Stockholders  Agreement) pursuant to the Management
Subscription  Agreement,  the Note  Agreement,  dated  August 16,  1995,  by and
between the  Corporation  and the parties listed on the signature  pages thereto
(as amended to date, the "Note Agreement"),  the Securities  Purchase Agreement,
dated  as of  August  16,  1995,  executed  by the  Corporation  in favor of the
Purchasers  (as  defined  therein),  the  Second  Amended  and  Restated  Credit
Agreement  dated as of August  16,  1995,  among  Jackson  Products,  Inc.,  the
Corporation,  the Lenders named therein and Heller Financial,  Inc. as Agent (as
amended to date, the "Credit Agreement"),  the Management  Consulting Agreement,
dated as of August 16, 1995,  by and among TJC  Management  Corporation  and the
Corporation  (the  "TJC  Management  Agreement"),  the  Intercompany  Management
Consulting Agreement,  dated as of August 16, 1995, by and among the Corporation
and Flex-O-Lite,  Inc., the Tax Sharing Agreement, dated August 16, 1995, by and
among the Corporation and  Flex-O-Lite,  Inc., the Agreement and Plan of Merger,
dated August 14, 1995, by and among the Corporation and the other parties listed
on the  signature  pages  thereto,  the  Assignment  of  Proceeds  and  Security
Agreement, dated as of February __, 2001 and the Stock Purchase Agreement, dated
as of  December  29,  2000  and the  agreements,  instruments  and  transactions
contemplated  thereby,  shall  not be  voidable,  and  shall be  deemed  to have
satisfied  each of the  conditions  listed in clauses (i), (ii) and (iii) above,
and be duly authorized by the Corporation. Common or interested directors may be
counted in  determining  the  presence  of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
<PAGE>

     Section P. Removal. Any one or more or all of the directors may be removed,
with or without cause,  by the holders of a majority of the shares then entitled
to vote at an election of directors;  provided that (i) the Jordan Directors, or
any one of them,  may be removed,  with or without  cause,  solely by the Jordan
Majority and (ii) the Summit Directors, or any one of them, may only be removed,
with or without cause, solely by the Summit Majority.

     Section Q. Certain  Actions.  The Board of Directors  shall not approve any
resolution  to do  any  of the  following,  or  authorize  the  officers  of the
Corporation to take any of the following actions,  unless approved by a majority
of the Jordan Directors and a majority of the Summit Directors:

          (i) recommend the  dissolution of the  Corporation or any  Subsidiary,
     cause the  Corporation or any Subsidiary to make any filing for a voluntary
     bankruptcy (or acquiesce in any filing of an involuntary  bankruptcy) or to
     appoint a receiver,  or make an assignment  for the benefit of creditors or
     take any similar action;

          (ii)  cause  or  effect  any  other  change  to  the   Certificate  of
     Incorporation  or By-Laws or the  organization  documents or by-laws of any
     Subsidiary;

          (iii) increase the Board of Directors of the  Corporation to more than
     seven members;

          (iv) recommend the merger or  consolidation  of the Corporation or any
     Subsidiary  with or into,  or the sale of all or  substantially  all of the
     assets or outstanding capital stock of the Corporation or any Subsidiary;

          (v)  authorize  or approve (A) the issuance of any  additional  equity
     securities or the sale of any equity  securities by the  Corporation or any
     Subsidiary  (including the issuance of any securities  pursuant to a public
     offering)   or   options,   warrants,   rights,   contracts,   commitments,
     understandings  or  arrangements by which the Corporation or any Subsidiary
     either may be bound to issue any, or to sell any, additional  securities or
     options to purchase  securities  of the  Corporation  or any  Subsidiary or
     grant profits interests, stock appreciation rights or other similar rights,
     except for stock purchases  pursuant to any options or other rights granted
     prior  to  the  amendment  and  restatement  of  these  By-Laws,   (B)  the
     Corporation's  issuance of any indebtedness  outside the ordinary course of
     business or the amendment of or replacement of the credit  facilities under
     the Credit Agreement or the Indenture,  except as otherwise approved by the
     Stockholders  of the  Corporation,  (C) the execution by the Corporation of
     any capital lease outside the ordinary course of business, or (D) except as
     otherwise approved by the Stockholders of the Corporation,  the Corporation
     or any Subsidiary  entering into or modifying any provision of any material
     agreement  providing that it shall be a default if the Jordan  Investors or
     Jordan  Parties  do not the have the right to  appoint a certain  number or
     percentage of the members of the Board of Directors of the Corporation;

          (vi) authorize or approve the Corporation's or any Subsidiary's  entry
     into  any  transactions  with  any  affiliate  of  the  Corporation  or any
     Stockholder (except for transactions otherwise permitted under Article III,
     Section O);

          (vii)  other  than  as may be  required  by the  Financial  Accounting
     Standards Board,  authorize or approve any change in accounting policies or
     methodologies of the Corporation or any Subsidiary;

          (viii)  authorize  or approve any change in the  Corporation's  fiscal
     year;

          (ix) declare, cause to be declared,  issue, or cause to be issued, any
     dividends or distributions  by the  Corporation,  whether payable in stock,
     cash or other property;

          (x) authorize or approve the  acquisition  by the  Corporation  or any
     subsidiary of any capital stock or equity interests in the Corporation held
     by any person, except for obligations of Corporation to employees in effect
     as of the date of the amendment and restatement of these By-laws;

          (xi) authorize or approve the  acquisition  by the  Corporation or any
     Subsidiary of the capital stock or equity interests in any person or all or
     substantially all of the assets of any person;

          (xii)  guarantee  any  obligation  of  any  person,   other  than  the
     obligations of any Subsidiary;


<PAGE>

          (xiii)  authorize or approve (A) the  termination or dismissal of KPMG
     Peat Marwick LLP as the principal  accounting  firm of the  Corporation and
     its  subsidiaries,   (B)  the  termination  or  dismissal  of  any  of  the
     Corporation's advisors, including accounting,  financial,  insurance, legal
     or tax  advisors  employed in  connection  with any  transaction  or matter
     outside the ordinary course of business;

          (xiv) authorize or approve any change in the  compensation  (including
     any base compensation, other cash compensation, compensation in the form of
     equities or other  benefits)  of the  President of the  Corporation  or any
     Subsidiary;

          (xv)  approve  (A)  the  annual  capital  expenditure  budget  of  the
     Corporation and its  subsidiaries or (B) authorize any capital  expenditure
     by the Corporation or its subsidiaries in an amount greater than the amount
     set forth on such annual capital expenditure budget; or

          (xvi)  authorize or approve the employment,  engagement,  resignation,
     termination or any other removal of the President of the Corporation.

IV. OFFICERS

     Section A. Enumeration.  The officers of the Corporation shall be chosen by
the  Board of  Directors  and shall  include  a  Chairman  of the  Board,  Chief
Executive Officer,  President,  a Secretary and a Chief Financial  Officer.  The
Board of Directors may also elect one or more Vice Chairmen,  one or more Senior
or other Vice Presidents,  one or more Assistant Secretaries and Assistant Chief
Financial  Officers  and  such  other  officers  and  agents  as it  shall  deem
appropriate.  Any number of offices may be held by the same person. The officers
of the Corporation  need not be  Stockholders of the Corporation  nor, except in
the case of the  Chairmen  of the  Board of  Directors,  need such  officers  be
directors of the Corporation.

     Section B. Term of Office. The officers of the Corporation shall be elected
at the annual  meeting of the Board of  Directors  and shall hold  office  until
their successors are elected and qualified.  Any officer elected or appointed by
the Board of Directors may be removed at any time by the Board of Directors. Any
vacancy  occurring  in any office of the  Corporation  required by this  Article
shall be filled by the Board of  Directors,  and any vacancy in any other office
may be filled by the Board of Directors.  Each  successor  shall hold office for
the  unexpired  term of his  predecessor  and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

     Section C. Chairman of the Board. The Chairman of the Board,  when elected,
shall have  general  supervision,  direction  and  control of the  business  and
affairs of the  Corporation,  subject to the control of the Board of  Directors,
shall preside at meetings of Stockholders  and shall have such other  functions,
authority and duties as customarily  appertain to the Chairman of the Board of a
business  corporation or as may be prescribed by the Board of Directors.  During
the  absence  or  disability  of the  President,  the  Chairman  of the Board of
Directors  shall  exercise  all the powers and  discharge  all the duties of the
President.  The Chairman of the Board of Directors shall also perform such other
duties and  exercise  such other  powers as from time to time may be assigned to
him by these By-Laws or the Board of Directors.

     Section D. President.  The President  shall,  subject to the control of the
Board of Directors and, if there be one, the Chairman of the Board of Directors,
have general  supervision of the business of the  Corporation and shall see that
all orders and resolutions of the Board of Directors are carried into effect. He
shall  execute all bonds,  mortgages,  contracts  and other  instruments  of the
Corporation  requiring a seal, under the seal of the  Corporation,  except where
required or permitted by law to be otherwise signed and executed and except that
the other  officers of the  Corporation  may sign and execute  documents when so
authorized by these  By-Laws,  the Board of Directors or the  President.  In the
absence or disability of the Chairman of the Board of Directors,  or if there be
none, the President  shall preside at all meetings of the  Stockholders  and the
Board of  Directors.  If there be no  Chairman  of the Board of  Directors,  the
President shall be the Chief Executive Officer of the Corporation. The President
shall also perform such other duties and may exercise  such other powers as from
time  to time  may be  assigned  to him by  these  By-Laws  or by the  Board  of
Directors.

     Section  E. Vice  President.  At the  request  of the  President  or in his
absence or in the event of his  inability or refusal to act, the Vice  President
or the Vice Presidents if there is more than one (in the order designated by the
Board of  Directors)  shall  perform  the duties of the  President,  and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Vice President,  the Board of Directors shall designate the officer of the
Corporation  who,  in the  absence  of the  President  or in  the  event  of the
inability or refusal of the  President to act,  shall  perform the duties of the
President,  and when so  acting,  shall have all the powers of and be subject to
all the restrictions upon the President.
<PAGE>

     Section F. Secretary.  The Secretary shall keep a record of all proceedings
of the Stockholders of the Corporation and of the Board of Directors,  and shall
perform like duties for the standing  committees  when  required.  The Secretary
shall  give,  or cause to be  given,  notice,  if any,  of all  meetings  of the
Stockholders  and shall  perform such other duties as may be  prescribed  by the
Board of Directors,  the Chairman of the Board or the  President.  The Secretary
shall have custody of the corporate seal of the  Corporation  and the Secretary,
or in the absence of the Secretary any Assistant Secretary, shall have authority
to affix the same to any instrument  requiring it, and when so affixed it may be
attested by the signature of the Secretary or an Assistant Secretary.  The Board
of Directors  may give general  authority to any other officer to affix the seal
of the  corporation and to attest such affixing of the seal. The Secretary shall
also keep a register of the post office address of each Stockholder  which shall
be furnished to the  Secretary by such  Stockholder,  sign with the President or
Vice  President,  certificates  for shares of the  Corporation,  the issuance of
which shall be authorized  by  resolution  of the Board of  Directors,  and have
general charge of the stock transfer books of the Corporation.

     Section G. Assistant  Secretary.  The Assistant  Secretary,  or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors  (or if there  be no such  determination,  then in the  order of their
election),  shall,  in the  absence  of the  Secretary  or in the  event  of the
Secretary's  inability  or refusal to act,  perform the duties and  exercise the
powers of the  Secretary and shall perform such other duties as may from time to
time be  prescribed by the Board of  Directors,  the Chairman of the Board,  the
President or the Secretary.

     Section H. Chief Financial Officer.  The Chief Financial Officer shall have
the  custody  of the  corporate  funds and  securities  and shall  keep full and
accurate  accounts of  receipts  and  disbursements  in books  belonging  to the
Corporation and shall deposit all moneys and other valuable  effects in the name
and to the credit of the  Corporation in such  depositories as may be designated
by the Board of Directors.  The Chief Financial Officer shall disburse the funds
of the  Corporation  as may be ordered by the Board of Directors,  taking proper
vouchers for such disbursements,  and shall render to the Chairman of the Board,
the President and the Board of  Directors,  at its regular  meetings or when the
Board  of  Directors  so  requires,  an  account  of all  transactions  as Chief
Financial Officer and of the financial  condition of the Corporation.  The Chief
Financial  Officer  shall  perform such other duties as may from time to time be
prescribed  by  the  Board  of  Directors,  the  Chairman  of the  Board  or the
President.

     Section I. Assistant Chief Financial Officer. The Assistant Chief Financial
Officer,  or if there  shall be more than one,  the  Assistant  Chief  Financial
Officers in the order  determined  by the Board of Directors  (or if there be no
such determination,  then in the order of their election), shall, in the absence
of the Chief Financial Officer or in the event of the Chief Financial  Officer's
inability  or refusal to act,  perform the duties and exercise the powers of the
Chief Financial  Officer and shall perform such other duties and have such other
powers as may from time to time be  prescribed  by the Board of  Directors,  the
Chairman of the Board, the President or the Chief Financial Officer.

     Section J.  Controller.  The Board of Directors may elect a Controller  who
shall  be  responsible  for  all  accounting  and  auditing   functions  of  the
Corporation  and who shall perform such other duties as may from time to time be
required of him by the Board of Directors.

     Section K. Other Officers.  The President or Board of Directors may appoint
other officers and agents for any Group,  Division or Department into which this
Corporation  may be  divided  by the  Board of  Directors,  with  titles  as the
President or Board of Directors may from time to time deem appropriate. All such
officers  and agents  shall  receive  such  compensation,  have such  tenure and
exercise such authority as the President or Board of Directors may specify.  All
appointments  made by the President  hereunder and all the terms and  conditions
thereof must be reported to the Board of Directors.

     In no case  shall  an  officer  or  agent  of any one  Group,  Division  or
Department  have authority to bind another Group,  Division or Department of the
Corporation or to bind the Corporation  except as to the business and affairs of
the Group, Division or Department of which he or she is an officer or agent.

     Section L.  Salaries.  The salaries of the elected  officers shall be fixed
from time to time by the Board of  Directors  and no officer  shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the Corporation.
<PAGE>

     Section M. Voting  Securities  Held by the  Corporation.  Unless  otherwise
provided by the Board of  Directors,  powers of  attorney,  proxies,  waivers of
notice of meeting,  consents and other instruments  relating to securities owned
by the  Corporation  may  be  executed  in the  name  of  and on  behalf  of the
Corporation  by the President or any Vice President and any such officer may, in
the name of and on behalf of the  Corporation,  take all such action as any such
officer  may deem  advisable  to vote in  person or by proxy at any  meeting  of
security  holders of any corporation in which the Corporation may own securities
and at any such  meeting  shall  possess and may exercise any and all rights and
powers  incidental to the ownership of such  securities and which,  as the owner
thereof,  the  Corporation  might have  exercised and possessed if present.  The
Board of  Directors,  may, by  resolution,  from time to time confer like powers
upon any other person or persons.

V. CERTIFICATES OF STOCK

     Section A. Form.  The shares of the  Corporation  shall be  represented  by
certificates.  Certificates of stock in the Corporation, if any, shall be signed
by or in the  name  of the  Corporation  by the  Chairman  of the  Board  or the
President or a Vice President and by the Chief Financial Officer or an Assistant
Chief  Financial  Officer or the  Secretary  or an  Assistant  Secretary  of the
Corporation.  Where a certificate is  countersigned  by a transfer agent,  other
than the Corporation or an employee of the Corporation,  or by a registrar,  the
signatures of the Chairman of the Board,  the President or a Vice  President and
the Chief  Financial  Officer or an  Assistant  Chief  Financial  Officer or the
Secretary  or an Assistant  Secretary  may be  facsimiles.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate  shall have ceased to be such officer,  transfer agent
or registrar before such certificate is issued, the certificate may be issued by
the  Corporation  with the same  effect as if such  officer,  transfer  agent or
registrar  were such  officer,  transfer  agent or  registrar at the date of its
issue.

     Section  B.  Transfer.   Except  as  otherwise   established  by  rules  or
regulations adopted by the Board of Directors, upon surrender to the Corporation
or the  transfer  agent of the  Corporation  of a  certificate  for shares  duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it shall be the duty of the  Corporation  to issue a new
certificate  of  stock or  uncertificated  shares  in  place of any  certificate
therefor issued by the Corporation to the person  entitled  thereto,  cancel the
old certificate and record the transaction on its books.

     Section  C.  Replacement.  In case of the loss,  destruction  or theft of a
certificate  for any stock of the  Corporation,  a new  certificate  of stock or
uncertificated  shares  in  place  of any  certificate  therefor  issued  by the
Corporation may be issued upon satisfactory  proof of such loss,  destruction or
theft and upon such terms as the Board of Directors may prescribe.  The Board of
Directors  may in its  discretion  require the owner of the lost,  destroyed  or
stolen certificate, or his legal representative, to give the Corporation a bond,
in such sum and in such form and with such  surety or sureties as it may direct,
to indemnify the Corporation  against any claim that may be made against it with
respect to a certificate alleged to have been lost, destroyed or stolen.

     Section D. Record Date.  In order that the  Corporation  may  determine the
Stockholders  entitled to notice of or to vote at any meeting of Stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  or entitled to receive  payment of any  dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any change,  conversion  or  exchange of stock,  or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty days nor less than ten days
before  the date of such  meeting,  nor more than  sixty days prior to any other
action.  A  determination  of Stockholders of record entitled to notice of or to
vote at a meeting of Stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     If no record date is fixed,  the record date for  determining  Stockholders
entitled  to notice of or to vote at a meeting of  Stockholders  shall be at the
close of  business  on the day before the day on which  notice is given,  or, if
notice is waived,  at the close of  business  on the day before the day on which
the meeting is held. The record date for  determining  Stockholders  entitled to
express consent to corporate action in writing without a meeting,  when no prior
action by the Board of  Directors  is  necessary,  shall be the day on which the
first written consent is expressed. The record date for determining Stockholders
for any other  purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to such purpose.
<PAGE>

     Section  E.  Beneficial  Owners.  The  Corporation  shall  be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner,  and to hold liable
for  calls  and  assessments  a person  registered  on its books as the owner of
shares,  and shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
law.  The  Corporation  shall not be required to register any transfer of shares
made in  violation  of any  agreement  among a  Stockholder  or  investor in the
Corporation and the Corporation, or recognize as a holder of any such shares any
transferee in such a violative transaction.

VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section A. Power to Indemnify in Actions,  Suits or Proceedings  Other Than
Those by or in the  Right  of the  Corporation.  Subject  to  Section  D of this
Article VI, the Corporation  shall indemnify to the fullest extent  permitted by
applicable  law,  now or  hereafter  in effect,  any  director or officer of the
Corporation,  and may, upon the act of the Board of Directors,  indemnify to the
fullest  extent  permitted by  applicable  law, now or hereafter in effect,  any
other person whom it shall have the power to indemnify, who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  Corporation)  by reason of the
fact that he is or was acting in his official  capacity as a director,  officer,
employee or agent of the  Corporation,  as the case may be, or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
(including attorneys' fees and expenses and court costs),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful;  provided,  however,  the
Corporation  shall be required to indemnify an officer or director in connection
with any actions, suits or proceedings initiated by such person only if (i) such
action, suit or proceeding was authorized by the Board of Directors and (ii) the
indemnification  does not relate to any liability arising under Section 16(b) of
the  Securities  Exchange Act of 1934, as amended,  or any rules or  regulations
promulgated  thereunder.  The  termination of any action,  suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

     Section B. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right  of the  Corporation.  Subject  to  Section  D of  this  Article  VI,  the
Corporation  shall indemnify to the fullest extent  permitted by applicable law,
now or hereafter in effect, any director or officer of the Corporation, and may,
upon  the  act of the  Board  of  Directors,  indemnify  to the  fullest  extent
permitted by applicable  law, now or hereafter in effect,  any other person whom
it shall have the power to indemnify,  who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was acting in his official  capacity as a director,  officer,
employee or agent of the  Corporation,  as the case may be, or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  expenses  (including  attorneys'  fees and  expenses  and court  costs)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation;  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable in the performance of his duty to the Corporation  unless and only to the
extent  that the Court of Chancery or the court in which such action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section C.  Indemnification  for  Expenses.  To the extent that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or  otherwise  in defense  of any  action,  suit or  proceeding  referred  to in
Sections A and B of this Article VI, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees and
expenses and court costs) actually and reasonably  incurred by him in connection
therewith.
<PAGE>

     Section  D.   Determination  of  Board  of  Directors  to  Indemnify.   Any
indemnification  under Sections A and B of this Article VI (unless  ordered by a
court) shall be made by the Corporation  only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in Sections A and B of this Article VI. Such  determination
shall  be made (i) by the  Board of  Directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not  obtainable,  or, even if obtainable a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iii) by the Stockholders.

     Section E. Good Faith  Defined.  For  purposes of any  determination  under
Section D of this  Article  VI, a person  shall be deemed to have  acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  Corporation,  or,  with  respect  to any  criminal  action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the  Corporation or
another  enterprise,  or on  information  supplied to him by the officers of the
Corporation  or  another  enterprise  in the course of their  duties,  or on the
advice  of  legal  counsel  for the  Corporation  or  another  enterprise  or on
information  or records  given or  reports  made to the  Corporation  or another
enterprise by an independent  certified public  accountant or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise.  The term "another  enterprise" as used in this Section D shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other  enterprise  of which such person is or was serving at the request
of the  Corporation as a director or executive  officer.  The provisions of this
Section  D shall  not be  deemed  to be  exclusive  or to  limit  in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard of conduct set forth in Section A or B of this  Article VI, as the case
may be.

     Section F.  Payment of Expenses in Advance of Final  Disposition.  Expenses
incurred in defending a civil or criminal  action,  suit or proceeding  shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board of Directors in the manner  provided in
Section D of this Article VI upon receipt of an  undertaking  by or on behalf of
the  director,  officer,  employee  or agent to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
Corporation under this article.

     Section  G.   Indemnification   With  Regard  to  Employment  Matters.  The
Corporation  shall indemnify any director or officer of the Corporation and may,
upon the act of the Board of Directors, indemnify any other person whom it shall
have power to indemnify  under  applicable law (as in effect from time to time),
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending,  or completed  action,  suit or  proceeding,  or financial  obligation,
whether civil, criminal,  administrative or investigative, (i) arising under the
Employee  Retirement  Income  Security  Act of 1974 or  regulations  promulgated
thereunder,  or under any other law or  regulation  of the United  States or any
agency or instrumentality thereof or law or regulation of any state or political
subdivision or any agency or  instrumentality of either, or under the common law
of any  of the  foregoing,  against  expenses  (including  attorneys'  fees  and
expenses and court costs), judgments,  fines, penalties,  taxes and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or proceeding by reason of the fact that he is or was a fiduciary,
disqualified  person or party in interest  with  respect to an employee  benefit
plan covering employees of the Corporation or of a Subsidiary corporation, or is
or was serving in any other  capacity  with respect to such plan,  or has or had
any  obligations  or duties with  respect to such plan by reason of such laws or
regulations,  provided that such person was or is a director,  officer, employee
or agent of the  Corporation,  (ii) in connection  with any matter arising under
federal,  state  or local  revenue  or  taxation  laws or  regulations,  against
expenses  (including  attorneys'  fees),  judgments,  fines,  penalties,  taxes,
amounts paid in settlement  and amounts paid as penalties or fines  necessary to
contest the  imposition  of such  penalties or fines,  actually  and  reasonably
incurred by him in connection with such action,  suit or proceeding by reason of
the fact that he is or was  acting in his  official  capacity  as the  director,
officer, employee or agent of the Corporation,  as the case may be, or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise and had responsibility for or participated in activities  relating to
compliance  with  such  revenue  or  taxation  laws and  regulations;  provided,
however,  that such  person did not act  dishonestly  or in willful or  reckless
violation of the  provisions of the law or  regulation  under which such suit or
proceeding  arises  or  (iii)  in  connection  with  and  to the  extent  of any
liability,  cost or expense  that any  director  or officer  has  incurred  as a
personal  obligor for any  obligation  of the  Corporation.  Unless the Board of
Directors determines that under the circumstances then existing,  it is probable

<PAGE>

that such  director,  officer,  employee  or agent  will not be  entitled  to be
indemnified  by  the  Corporation  under  this  section,  expenses  incurred  in
defending  such suit or  proceeding,  including  the amount of any  penalties or
fines necessary to be paid to contest the imposition of such penalties or fines,
shall be paid by the  Corporation  in advance of the final  disposition  of such
suit or  proceeding  upon  receipt  of an  undertaking  by or on  behalf  of the
director, officer, employee or agent to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation under
this section.

     Section  H.   Indemnification   Not  Exclusive.   The  indemnification  and
advancement  of expenses  provided by, and granted  pursuant to, this Article VI
shall not be deemed exclusive of any other rights to which those  indemnified or
advanced  expenses may be entitled under the Certificate of  Incorporation,  any
by-law, agreement, vote of Stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while  holding such office,  and shall  continue as to a director or officer who
has ceased to be a director  or officer  agent and shall inure to the benefit of
the heirs,  executors and  administrators  of the director or officer,  and may,
upon such act of the Board of  Directors,  continue as to such other persons and
inure to the benefit of the heirs,  executors and  administrators  of such other
persons. It is the policy of the Corporation that indemnification of the persons
specified in Sections A and B of this Article VI shall be to the fullest  extent
permitted  by law.  The  provisions  of this  Article  VI shall not be deemed to
preclude the  indemnification of any person who is not specified in Section A or
B of this Article VI but whom the  Corporation  has the power or  obligation  to
indemnify  under the provisions of the General  Corporation  Law of the State of
Delaware.

     Section  I.  Indemnification  by  a  Court.  Notwithstanding  any  contrary
determination  in the  specific  case under  Section D of this  Article  VI, and
notwithstanding  the absence of any  determination  thereunder,  any director or
executive officer may apply to any court of competent  jurisdiction in the State
of  Delaware  for  indemnification  to the extent  otherwise  permissible  under
Sections  A and B of this  Article  VI. The basis of such  indemnification  by a
court  shall  be a  determination  by such  court  that  indemnification  of the
director or executive officer is proper in the circumstances  because he has met
the applicable  standards of conduct set forth in Section A or B of this Article
VI, as the case may be.  Neither a contrary  determination  in the specific case
under  Section  D of  this  Article  VI nor  the  absence  of any  determination
thereunder  shall be a defense to such  application or create a presumption that
the  director  or  executive  officer  seeking  indemnification  has not met any
applicable  standard of conduct.  Notice of any application for  indemnification
pursuant to this Section I shall be given to the  Corporation  promptly upon the
filing of such application.  If successful, in whole or in part, the director or
executive officer seeking  indemnification shall also be entitled to be paid the
expense of prosecuting such application.

     Section J. Purchase of Insurance by the  Corporation.  The  Corporation may
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or  arising  out of his  status as such,  whether  or not he would be
entitled to  indemnity  against  such  liability  under the  provisions  of this
Article VI.

     Section K. Survival of  Indemnification  and  Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VI shall,  unless  otherwise  provided when authorized or ratified,
continue as to a person who has ceased to be a director or executive officer and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.

     Section  L.  Limitation  on   Indemnification.   Notwithstanding   anything
contained in this Article V to the contrary,  except for  proceedings to enforce
rights to  indemnification  (which  shall be governed by Section I hereof),  the
Corporation  shall not be  obligated  to  indemnify  any  director or  executive
officer in  connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

VII. GENERAL PROVISIONS

     Section A. Fiscal Year The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

     Section B. Corporate  Seal. The corporate seal shall be in such form as may
be approved from time to time by the Board of Directors. The seal may be used by
causing it or a  facsimile  thereof to be  impressed  or affixed or in any other
manner reproduced.
<PAGE>

     Section  C.  Notices.  Whenever  written  notice is  required  by law,  the
Certificate  of  Incorporation  or these  By-Laws,  to be given to any director,
member  of a  committee  or  Stockholder,  such  notice  may be  given  by mail,
addressed to such director, member of a committee or Stockholder, at his address
as it appears on the records of the  Corporation,  with postage thereon prepaid,
and such  notice  shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

     Section D.  Waiver of Notice.  Whenever  any notice is required to be given
under  law or the  provisions  of the  Certificate  of  Incorporation  or  these
By-Laws,  a waiver thereof in writing,  signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.

     Section E. Resignations.  Any director or any officer,  whenever elected or
appointed,  may resign at any time by serving written notice of such resignation
on the President or the Secretary,  and such  resignation  shall be deemed to be
effective as of the close of business on the date said notice is received by the
President  or  Secretary.  No formal  action  shall be  required of the Board of
Directors or the Stockholders to make any such resignation effective.  Except as
the Board of Directors  may  otherwise  determine,  no officer who resigns or is
removed  shall have any right to any  compensation  as an officer for any period
following his resignation or removal, or any right to damages on account of such
removal,  whether his  compensation be by the month or by the year or otherwise,
unless such  compensation  is expressly  provided in a duly  authorized  written
agreement with the Corporation.

     Section F. Disbursements.  All checks or demands for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

VIII. AMENDMENTS

     In  accordance  with  Article  III  (Q)(ii)  hereof,  these  By-Laws may be
altered,  amended  or  repealed  or new  By-Laws  may be adopted by the Board of
Directors.  The fact that the power to amend, alter, repeal or adopt the By-Laws
has been conferred upon the Board of Directors shall not divest the Stockholders
of the same powers.

IX. SUBJECT TO CERTIFICATE OF INCORPORATION

     These  By-Laws  and the  provisions  hereof  are  subject  to the terms and
conditions of the Certificate of Incorporation of the Corporation (including any
certificates of designations filed thereunder), and in the event of any conflict
between these By-Laws and the Certificate of  Incorporation,  the Certificate of
Incorporation shall control.

X. REQUIRED SALE

     Section A. On or after January 31, 2005, either of (x) a Jordan Majority or
(y) a Summit Majority (each a "Designating  Majority") may at any time, initiate
the sale of the Corporation and its Subsidiaries as the sale of all the Stock of
the  Corporation,  a merger of the Corporation or its  Subsidiaries or a sale of
all the assets of the  Corporation  and the  Subsidiaries  in one or a series of
related  transactions (a "Sale") in accordance with the provisions  contained in
this  Article X by delivery  of a sale  notice (the "Sale  Notice") to the other
Stockholders.

     Section B.  Within 15  calendar  days of  delivery  of the Sale  Notice the
Designating  Majority shall select a nationally  recognized  investment  banking
firm (the  "Selected  Investment  Bank") to consummate  the Sale, and as soon as
practicable   thereafter,   the  Corporation  shall  execute  such  commercially
reasonable  agreements  reasonably  required  by the  Selected  Investment  Bank
authorizing it to conduct the Sale; provided,  that the Designating Majority and
their  Affiliates  shall  receive  no  consideration  from the Sale  except  the
consideration arising from the sale realized by the Designating Majority and its
Affiliates in their  capacities as Stockholders  and one-half of any amounts due
and owing under the TJC Management Agreement.

     Section C. As soon as practicable thereafter,  the Selected Investment Bank
shall prepare an offering  memorandum or circular or such other documentation as
may  reasonably  be  required to conduct  the Sale (the "Sale  Documents").  The
Corporation and the Stockholders  agree to provide the Selected  Investment Bank
with any and all records,  documents and other information  reasonably requested
by the Selected  Investment  Bank in connection with the Sale and preparation of
the Sale Documents.
<PAGE>

     Section  D.  As soon as  practicable  after  the  preparation  of the  Sale
Documents,  the  Selected  Investment  Bank  shall  deliver  them  to  potential
purchasers and upon receipt of proposals from potential  purchasers,  a majority
of the Jordan  Directors and a majority of the Summit Directors shall select the
purchaser.

     Section E. Upon  completion of  negotiations  by designees of a majority of
the Jordan  Directors  and a majority  of the  Summit  Directors  of a letter of
intent  or  similar  documents  for the  Sale  (or if the  Sale is  going  to be
consummated  in more than one  transaction,  upon  completion  of each letter of
intent or similar document for such a transaction)  containing pricing terms and
proposed  transaction  structure,  a  majority  of the  Jordan  Directors  and a
majority of the Summit  Directors  shall, if the transaction  involves a sale or
transaction  by the  Corporation,  deliver a notice  to the Board of  Directors,
which notice shall  contain a copy of the letter of intent or similar  document,
and the  Stockholders  authorized  to appoint  members to the Board of Directors
shall cause the members  designated  by them to approve  the  transaction.  Upon
negotiation of definitive  terms of the Sale, a majority of the Jordan Directors
and a majority  of the Summit  Directors  shall  provide to the  Stockholders  a
summary of the definitive  terms or a copy of the definitive  documentation  and
notify the Stockholders of a date of a meeting to approve the transaction.  If a
Designating  Majority  structures  the  Sale  as a  sale  of  the  Stock  of the
Corporation  and the Sale is  conducted  as  described  above,  then each  other
Stockholder  shall be required to transfer to the purchaser all of its shares of
Stock and shall be required to represent  and warrant as to (i) the ownership of
its Stock that is to be  transferred,  free and clear of all  liens,  claims and
encumbrances,  (ii) its power and  authority  to effect such  transfer and (iii)
such matters  pertaining  to  compliance  with  securities  laws as the proposed
transferee  may  reasonably  require.  Each  Stockholder  shall  take such other
actions as may be reasonably  required and otherwise  cooperate in good faith in
connection  with  consummating  any transfer in  accordance  with this Article X
Section E. No Stockholder  shall have any  dissenter's or appraisal  rights with
respect  to  Stock  required  to be sold in any  transaction  described  in this
Article X, Section E.

     Section  F.  The  closing  of the  Sale  shall  be  consummated  as soon as
practicable.  Such  closing  shall occur at the head  office of the  Corporation
unless otherwise agreed,  and, at such closing,  the Stockholders  agree to take
all necessary and appropriate actions (including making customary warranties and
representations)  to consummate the Sale. No Stockholder  (other than Management
Investors) shall receive any consideration from the Sale except for the pro rata
purchase  price  attributable  to the  number of  shares  of Stock  owned at the
closing  by  such  Stockholder  or any  amounts  due  and  owing  under  the TJC
Management  Agreement  and any  amounts  repaid in  respect of  ordinary  course
indebtedness owed to such Stockholder.

XI. MISCELLANEOUS DEFINITIONS

     "Affiliate"  shall mean with  respect to any Person,  (a) any Person  which
directly,  or indirectly  through one or more  intermediaries,  controls,  or is
controlled by, or is under common control with,  such Person,  or (b) any Person
who  is a  director  or  executive  officer  (i) of  such  Person,  (ii)  of any
Subsidiary of such Person, or (iii) of any Person described in clause (a) above,
or  with  respect  to any  Stockholder,  the  Corporation;  provided,  that  any
Affiliate of a  corporation  shall be deemed an Affiliate of such  corporation's
Stockholders. For purposes of this definition,  "control" of a Person shall mean
the power, direct or indirect, (i) to vote or direct the voting of more than 50%
of the outstanding  shares of voting stock of such Person,  or (ii) to direct or
cause the direction of the  management  and policies of such Person,  whether by
contract or otherwise.  Notwithstanding  the foregoing to the contrary,  (i) the
Principals and their respective  Affiliates shall not be deemed to be Affiliates
of the  Corporation,  and (ii) none of  Jefferies  & Company,  Inc.,  any of the
Institutional  Investors nor any of their respective  Affiliates shall be deemed
to be Affiliates of the Corporation.

     "Class A Common Stock" shall mean the Class A Common Stock, par value $0.01
per share, of the Corporation

     "Class B Common Stock" shall mean the Class B Common Stock, par value $0.01
per share, of the Corporation.

     "Class C Common Stock" shall mean the Class C Common Stock, par value $0.01
per share, of the Corporation.

     "Common  Stock"  shall  mean the Class A Common  Stock,  the Class B Common
Stock and the Class C Common Stock.

     "Designating Majority" shall have the meaning given to such term in Article
X, Section A.
<PAGE>

     "Institutional  Investors" shall mean  Massachusetts  Mutual Life Insurance
Company, MassMutual Participation Investors, MassMutual Corporate Value Partners
Limited, Mass Mutual Corporate Investors, the Northwestern Mutual Life Insurance
Company and JZEP.

     "Jordan  Directors"  shall  mean the  directors  designated  by the  Jordan
Majority.

     "Jordan Investors" shall mean Leucadia Investors,  Inc., John W. Jordan, II
Revocable Trust, David W. Zalaznick,  Jonathan F. Boucher,  John R. Lowden, Adam
E. Max, John M. Camp, III, John M. Camp, III Profit Sharing Plan DTD 1/1/88,  A.
Richard Caputo,  Jr., James E. Jordan, Jr. Profit,  Sharing Plan and Trust, Paul
R. Rodzevik,  Safety Partners,  L.P., JZ Equity Partners PLC and the signatories
to the Jordan Investor Subscription  Agreement,  and any Permitted Transferee of
any of them who  becomes  a  Stockholder  in  accordance  with the  terms of the
Stockholders Agreement.

     "Jordan  Investor  Subscription  Agreement" shall mean the Jordan Investors
Subscription  Agreement,  dated  as  of  August  16,  1995,  by  and  among  the
Corporation and the Jordan Investors.

     "Jordan Majority" means the owners of the majority of the shares of Class A
Common Stock owned by the Jordan Investors.

     "Jordan  Party" shall mean The Jordan  Company and its  Affiliates  and, in
addition:

          (a) with respect to The Jordan  Company,  each general  partner,  each
     limited partner, and employee thereof or any Affiliate thereof;

          (b) any 50% (or more) owned  Subsidiary of any one (or jointly of more
     than one of any) Person specified in clause (a); and

          (c) the spouse or any immediate  family member of any Person specified
     in clause (a) or any trust solely for the benefit of any such Person or the
     spouse or any immediate family member of such Person.

          Notwithstanding  the foregoing,  the Corporation and any Subsidiary of
     the Corporation shall not be Jordan Parties.

     "JZEP" shall mean JZ Equity  Partners  PLC, an investment  trust  organized
under the laws of the United Kingdom and Wales and its nominees.

     "Management Investors" shall mean any officer or managerial employee of the
Company or any of its Subsidiaries who hereafter  acquires any shares of Class C
Common Stock from the Company in  accordance  with the  Management  Subscription
Agreement or other  subscription  agreement  presented by the Corporation to any
officer or managerial employee of the Corporation and the Stockholders Agreement
(including  execution of a counterpart to the Stockholders  Agreement),  and any
Permitted Transferee of any such Persons who becomes a Stockholder in accordance
with the  Stockholders  Agreement  (including  execution of a counterpart to the
Stockholders Agreement).

     "Management  Stockholders"  shall mean the  management  signatories  to the
Management Subscription Agreement, dated as of August 16, 1995, by and among the
Corporation  and the  other  parties  signatory  thereto  or other  subscription
agreement  presented by the Corporation to an officer or managerial  employee of
the Corporation and their Permitted Transferees.

     "Option  Agreement"  shall mean each of the Stock Option  Agreements in the
form  attached as Exhibit 1 to the 1995  Jackson  Management  Stock Option Plan,
dated as of August 16, 1995, between each of the Management Stockholders and the
Corporation  or such other stock option  agreements as may be hereafter  adopted
from time to time by the Board of Directors.

     "Option Plan" shall mean the 1995 Jackson  Management Stock Option Plan, as
adopted by the Board of  Directors,  and as may be amended  from time to time or
such  other  stock  option  plans as may be  hereafter  adopted  by the Board of
Directors.

     "Options"  shall mean options to acquire shares of Common Stock issued from
time to time to  management  of the  Corporation  pursuant to an Option Plan and
Option Agreements.

     "Option Shares" shall mean shares of Common Stock issuable upon exercise of
the Options.

     "Permitted  Transferee"  shall mean with respect to any Stockholder (a) the
Corporation,  any Summit Investor,  or any Jordan Investor and (b) those Persons
to whom  transfers of Common Stock and preferred  stock are permitted to be made
by such Stockholder as follows:
<PAGE>

          (A) (i) From the Jordan  Investors  to any Jordan  Party that is not a
     Jordan Investor,  (ii) from any of the Jordan Investors or any Jordan Party
     to any of the other Jordan Investors, (iii) from any Jordan Investor or any
     Jordan Party to any trust solely for such Jordan  Investor's or such Jordan
     Party's  benefit or the  benefit of such Jordan  Investor's  or such Jordan
     Party's  spouse or  children  (as the case may be), or (iv) from any of the
     Jordan  Investors or any Jordan Party to any  corporation,  partnership  or
     other entity that is  controlled by and whose owners or  beneficiaries  are
     Jordan Investors or Jordan Parties or the spouse or immediate family member
     of a Jordan  Investor or a trust created solely for the benefit of a Jordan
     Investor, Jordan Party or the spouse or immediate family member of a Jordan
     Investor or Jordan Party; provided,  that with respect to clause (iii) such
     Jordan  Investor or such Jordan  Party acts as trustee and retains the sole
     power to direct the voting and  disposition  of such shares;  and provided,
     further,  that in the case referred to in clauses (i), (iii) and (iv), each
     such Person  including any such entity shall  execute a counterpart  of and
     become a party to the  Stockholders  Agreement and shall agree in a writing
     in form and  substance  satisfactory  to the  Corporation  to be bound  and
     becomes bound by the terms of the Stockholders Agreement.

          (B)  From  any  Management  Investor  to any  trust  solely  for  such
     Management  Investor's benefit or the benefit of such Management Investor's
     spouse or children,  provided,  that, in each case referred to above,  such
     Management  Investor  acts as trustee  and retains the sole power to direct
     the voting and disposition of such shares; and provided,  further that each
     such Person  including any such trust shall  execute a  counterpart  of and
     become a party to the  Stockholders  Agreement and shall agree in a writing
     in form and  substance  satisfactory  to the  Corporation  to be bound  and
     becomes bound by the terms of the Stockholders Agreement as a Stockholder.

          (C)  From  any  Management  Investor  or  Permitted  Transferee  of  a
     Management  Investor to the Company pursuant to Section 8 of the Management
     Subscription Agreement

          (D) (i) From any Summit  Investor  to any  Summit  Party that is not a
     Summit Investor,  (ii) from any of the Summit Investors or any Summit Party
     to any of the other Summit Investors, (iii) from any Summit Investor or any
     Summit Party to any trust solely for such Summit  Investor's or such Summit
     Party's  benefit or the  benefit of such Summit  Investor's  or such Summit
     Party's  spouse or  children  (as the case may be), or (iv) from any of the
     Summit  Investors or any Summit Party to any  corporation,  partnership  or
     other entity that is a partner or Stockholder in a Summit  Investor or that
     is controlled by and whose owners or beneficiaries  are Summit Investors or
     Summit Parties,  the spouse or immediate family member of a Summit Investor
     or a trust  created  solely for the  benefit of a Summit  Investor,  Summit
     Party or the spouse or  immediate  family  member of a Summit  Investor  or
     Summit  Party;  provided,  that with  respect to clause  (iii) such  Summit
     Investor or such Summit Party acts as trustee and retains the sole power to
     direct the voting and  disposition of such shares;  and provided,  further,
     that in the case  referred  to in clauses  (i),  (iii) and (iv),  each such
     Person  including any such entity shall execute a counterpart of and become
     a party to the Stockholders  Agreement and shall agree in a writing in form
     and substance satisfactory to the Corporation to be bound and becomes bound
     by the terms of the Stockholders Agreement.

          (E) Pursuant to a Public Offering.

          (F) From any  Institutional  Investor  to any Person,  provided  that,
     unless  such  transfer  is  pursuant  to Rule  144  promulgated  under  the
     Securities  Act of 1933,  as  amended,  the shares  shall bear  restrictive
     legends

     "Person"   shall  mean  an  individual  or  a   corporation,   association,
partnership, joint venture,  organization,  business, trust, or any other entity
or organization, including a government or any subdivision or agency thereof.

     "Principals" shall mean The Jordan Company and its Affiliates,  principals,
partners and  employees,  family  members of any of the foregoing and trusts for
the benefit of any of the foregoing,  including,  without  limitation,  Leucadia
National Corporation and its Subsidiaries.  Notwithstanding the foregoing,  JZEP
shall not be deemed to be a Principal or Affiliate of a Principal.

     "Public Offering" shall mean a bona fide  underwritten  public offering and
sale of equity  securities of the Company pursuant to an effective  registration
statement under the Securities Act of 1933, as amended.

     "Sale" shall have the meaning given to such in Article X, Section A.

     "Sale  Documents"  shall have the meaning  given to such term in Article X,
Section C.
<PAGE>

     "Sale  Notice"  shall  have the  meaning  give to such term in  Article  X,
Section A.

     "Selected  Investment  Bank"  shall have the  meaning  give to such term in
Article X, Section B.

     "Stock" shall mean the Common Stock and the Option Shares.

     "Stockholder" shall mean any of the Jordan Investors, the Summit Investors,
the  Management  Investors and the  Institutional  Investors,  and any Permitted
Transferee of any such Person who becomes a party to or bound by the  provisions
of the Stockholders Agreement in accordance with its terms.

     "Stockholders Agreement" shall mean the Stockholders Agreement, dated as of
February  2,  2001,  by and among the  Corporation  and the  Stockholders  party
thereto.

     "Subsidiary"  shall mean as to any Person, a corporation or other entity of
which  the  outstanding  shares  of stock or other  ownership  interests  having
ordinary  voting power (other than stock having such power only by reason of the
happening  of a  contingency)  to elect a majority of the board of  directors of
such  corporation or management  committee or similar board of such other entity
(or otherwise to direct the management of such corporation or entity) are at the
time owned, directly or indirectly through one or more intermediaries,  or both,
by such Person.

     "Summit  Directors"  shall  mean the  directors  designated  by the  Summit
Majority.

     "Summit  Investors"  shall  mean  Summit  Capital  II, LP,  Summit  Capital
Parallel II, LP, and such other Summit  Investors  as may be  designated  by SCG
Acquisition  LLC prior to February  1, 2001;  provided,  however,  that any such
other Summit  Investors shall (i) not be an Adverse Party under the terms of the
Stockholders  Agreement and (ii) make the  representations  and  warranties  set
forth in Article 4 of the Stock  Purchase  Agreement,  dated as of December  29,
2000, by and between, SCG Acquisition LLC, the Corporation and the other parties
signatory  thereto and any Permitted  Transferee of it who becomes a Stockholder
in accordance with the terms of the Stockholders Agreement.

     "Summit  Majority"  shall mean the  owners of a  majority  of the shares of
Class A Common Stock owned by the Summit Investors.

     "Summit Party" shall mean Summit Capital GP LLC and its Affiliates  and, in
addition:

          (a) with respect to Summit Capital GP LLC, each general partner,  each
     limited partner and employee or any Affiliate thereof;

          (b) any 50% (or more) owned  Subsidiary of any one (or jointly of more
     than one of any) Person specified in clause (a); and

          (c) the spouse or any immediate  family member of any Person specified
     in clause (a) or any trust solely for the benefit of any such Person or the
     spouse or any immediate family member of such Person.

          Notwithstanding  the foregoing,  the Corporation and any Subsidiary of
     the Corporation shall not be Summit Parties.

<PAGE>

Exhibit 4.7
================================================================================



                             STOCKHOLDERS AGREEMENT


                                       for


                             Jackson Products, Inc.



                                February 2, 2001






================================================================================
<PAGE>
                                                                       Page

ARTICLE I Certain Definitions............................................2

     Section 1.1 Definitions.............................................2

     Section 1.2 Terminology.............................................8

ARTICLE II Management....................................................8

     Section 2.1 Registration of Common Stock............................8

     Section 2.2 No Conflict with Agreement..............................8

ARTICLE III Corporate Governance.........................................8

     Section 3.1 Board of Directors......................................8

     Section 3.2 Vacancies...............................................10

     Section 3.3 Covenant to Vote........................................10

     Section 3.4 No Voting Obligation of Institutional Investors.........11

     Section 3.5 Termination of Governance and Forced Sale Provisions....11

ARTICLE IV Transfers of Stock............................................11

     Section 4.1 Restrictions on Transfer................................11

     Section 4.2 Exceptions to Restrictions..............................13

     Section 4.3 Endorsement of Certificates.............................13

     Section 4.4 Improper Transfer.......................................14

ARTICLE V Rights of First Offer; New Securities; Tag Along Sales.........14

     Section 5.1 Transfers by a Stockholder..............................14

     Section 5.2 Transfer of Offered Shares to Third Parties.............16

     Section 5.3 Purchase of Offered Shares..............................16

     Section 5.4 Waiting Period with Respect to Subsequent Transfers.....16

     Section 5.5 Right of First Refusal for New Securities...............17

     Section  5.6  Legally  Binding  Obligation;  Power  of  Attorney;
          Personal Rights................................................18

     Section 5.7 Right to Join in Sale...................................18

     Section 5.8 Forced Sale.............................................18

     Section 5.9 Sale of the Company.....................................20

ARTICLE VI Registration Rights...........................................20

     Section 6.1 Demand Registrations....................................20

     Section 6.2 Piggyback Registrations.................................21

     Section 6.3 Registration Procedures.................................23

     Section 6.4 Indemnification.........................................26

     Section 6.5 Contribution............................................28

     Section 6.6 Rule 144 and 144A.......................................29

     Section 6.7 Registration Expenses...................................29

     Section 6.8 Other Provisions Regarding Registration Rights..........29

ARTICLE VII Termination..................................................29

     Section 7.1 Certain Terminations....................................29
<PAGE>

ARTICLE VIII Miscellaneous...............................................30

     Section 8.1 Other Covenants.........................................30

     Section 8.2 Financial Information; List of Stockholders.............30

     Section 8.3 Successors and Assigns..................................30

     Section 8.4 Amendment and Modification; Waiver of Compliance;
         Conflicts.......................................................31

     Section 8.5 Notices.................................................31

     Section 8.6 Entire Agreement........................................31

     Section 8.7 Inspection..............................................32

     Section 8.8 Headings................................................32

     Section 8.9 Recapitalizations, Exchanges, Etc., Affecting the Common
         Stock; New Issuances............................................32

     Section 8.10  Ratification  of Prior Acts of Board of Directors of
         Company; Right Negotiate........................................32

     Section 8.11 LITIGATION.............................................32

     Section 8.12 No Strict Construction.................................32

     Section 8.13 Counterparts...........................................32

     Section 8.14 Termination of Previous Stockholder Agreements.........32

     Section 8.15 Affiliate Transactions.................................34

     Section 8.16 Stockholder Consents...................................34

     Section 8.17 Acknowledgment.........................................34

                                    SCHEDULES

     Schedule I........Jordan Investors

     Schedule II.......Summit Investors



                                    EXHIBITS

     Exhibit A.........Stockholder Schedule

     Exhibit B.........Amended and Restated By-Laws

     Exhibit C.........Third Amended and Restated Certificate of Incorporation

     Exhibit D.........Directors Indemnification Agreement
<PAGE>


                             STOCKHOLDERS AGREEMENT

     THIS  STOCKHOLDERS   AGREEMENT,   dated  as  of  February  2,  2001,  (this
"Agreement") is by and among JACKSON PRODUCTS, INC., a Delaware corporation (the
"Company"), JZ EQUITY PARTNERS PLC, an investment trust organized under the laws
of the United Kingdom and Wales  ("JZEP"),  MASSACHUSETTS  MUTUAL LIFE INSURANCE
COMPANY, MASSMUTUAL PARTICIPATION INVESTORS, MASSMUTUAL CORPORATE VALUE PARTNERS
LIMITED,  MASS  MUTUAL  CORPORATE  INVESTORS  and THE  NORTHWESTERN  MUTUAL LIFE
INSURANCE COMPANY  (collectively with JZEP, the  "Institutional  Investors") and
SAFETY PARTNERS, L.P. ("Safety Partners"),  the JORDAN INVESTORS (as hereinafter
defined) that are  signatories  hereto,  the SUMMIT  INVESTORS  (as  hereinafter
defined) that are signatories hereto and the management Stockholders referred to
in the signature pages hereto (the "Management Stockholders").

                              W I T N E S S E T H:

     WHEREAS,  on the date hereof,  the Company is authorized by its Certificate
of  Incorporation  to issue an  aggregate  of 162,000  shares of capital  stock,
consisting of (i) 100,000  shares of Class A Common  Stock,  par value $0.01 per
share ("Class A Common Stock");  (ii) 45,000 shares of Class B Common Stock, par
value $0.01 per share ("Class B Common  Stock");  (iii) 15,000 shares of Class C
Common Stock,  par value $0.01 per share  ("Class C Common  Stock") (the Class A
Common  Stock,  Class B Common Stock and Class C Common Stock being  hereinafter
sometimes  referred  to as the  "Common  Stock");  (iv)  2,000  shares of Serial
Preferred Stock (the "Preferred Stock" and,  collectively with the Common Stock,
the "Stock"); and each of the classes of Stock has the respective voting powers,
designations,  preferences  and  relative,  participating,  optional  and  other
special rights and the  qualifications,  limitations and  restrictions set forth
with respect thereto in such Certificate of Incorporation; and

     WHEREAS,  as of the date hereof and after giving effect to the transactions
contemplated  hereby, the Stockholders will beneficially own the shares of Stock
as  set  forth  in  the  Stockholder  Schedule  attached  as  Exhibit  A  hereto
("Stockholder Schedule"); and

     WHEREAS,  the  Summit  Investors  have  entered  into  the  Stock  Purchase
Agreement,  dated as of December 29, 2000, by and among the parties therein,  as
amended by the First Amendment to Stock Purchase Agreement, dated as of February
1, 2001 (as  amended,  the "Stock  Purchase  Agreement"),  pursuant to which the
Summit  Investors  have  purchased  shares  of Class A Common  Stock and Class B
Common Stock; and

     WHEREAS,  the  Company  entered  into  the  Jordan  Investors  Subscription
Agreement,  dated as of August 16, 1995, by and among the Company and the Jordan
Investors (the "Jordan Investor Subscription Agreement"),  pursuant to which the
Jordan Investors purchased shares of Class A Common Stock; and

     WHEREAS,  the Company entered into the Management  Subscription  Agreement,
dated as of August 16,  1995,  by and among the Company  and certain  Management
Investors,  pursuant to which certain Management  Investors  purchased shares of
Class C Common  Stock and  entered  into the  Amended  and  Restated  Management
Subscription  Agreement,  dated as of February 2, 2001, by and among the Company
and certain Management Investors, pursuant to which certain Management Investors
purchased  shares  of  Class  C  Common  Stock  (collectively,  the  "Management
Subscription Agreement"); and

     WHEREAS, the Company entered into the Securities Purchase Agreement,  dated
as of August 16, 1995, by and among the Company and the Institutional  Investors
(the  "Securities  Purchase  Agreement"),  pursuant  to which the  Institutional
Investors purchased shares of Class A Common Stock, and warrants exercisable for
shares of Class A Common Stock; and

     WHEREAS, the Company entered into the Advisor Subscription Agreement, dated
as of August 16, 1995,  between the Company and Safety  Partners,  (the "Advisor
Subscription  Agreement")  pursuant to which Safety Partners purchased shares of
Class A Common Stock; and

     WHEREAS,  the Company has entered into the Revolving Credit and Acquisition
Loan Agreement, dated as of April 22, 1998, as amended by an Amendment Agreement
No. 1 dated as of June 19, 1998 and an Amendment Agreement No. 2 dated as of May
17, 1999 (the "Credit Agreement"), by and among the Company, the Lenders parties
thereto and BankBoston, N.A., as Agent and Mercantile Bank National Association,
as Co-Agent; and

     WHEREAS, the parties hereto deem it in their best interests and in the best
interests of the Company to set forth their respective rights and obligations in
connection with their investment in the Company; and
<PAGE>

     WHEREAS,  the parties hereto also desire to restrict the sale,  assignment,
transfer, encumbrance or other disposition of certain shares of capital stock of
the Company,  including  issued and outstanding  shares of Common Stock,  and to
provide for certain  rights and  obligations  in respect  thereto as hereinafter
provided;

     NOW,   THEREFORE,   in   consideration   of  the  mutual   agreements   and
understandings set forth herein, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               Certain Definitions

     Section  1.1.......Definitions.  As used in this  Agreement,  the following
terms shall have the following respective meanings:

     "Accountants" shall have the meaning designated in Section 8.2(a).

     "Adverse Party" shall have the meaning specified in Section 4.1(c).

     "Advisor  Subscription  Agreement" shall have the meaning  specified in the
     Preamble.

     "Affiliate"  shall mean with  respect to any Person,  (a) any Person  which
directly,  or indirectly  through one or more  intermediaries,  controls,  or is
controlled by, or is under common control with,  such Person,  or (b) any Person
who  is a  director  or  executive  officer  (i) of  such  Person,  (ii)  of any
Subsidiary of such Person, or (iii) of any Person described in clause (a) above,
or with respect to any Stockholder, the Company; provided, that any Affiliate of
a corporation shall be deemed an Affiliate of such  corporation's  stockholders.
For  purposes of this  definition,  "control"  of a Person shall mean the power,
direct or  indirect,  (i) to vote or direct  the  voting of more than 50% of the
outstanding  shares of Voting Stock of such  Person,  or (ii) to direct or cause
the direction of the management and policies of such Person, whether by contract
or otherwise.  Notwithstanding the foregoing to the contrary, (i) the Principals
and their  respective  Affiliate shall be deemed to be Affiliates of the Company
and (ii) none of Jefferies & Company,  Inc., any of the Institutional  Investors
nor any of their  respective  Affiliates shall be deemed to be Affiliates of the
Company;  provided, that solely for purposes of Section 8.16 hereof, this clause
(ii) shall not apply to JZEP.

     "Affiliate Transaction" shall have the meaning specified in Section 8.16.

     "Agreement"  shall mean this  Agreement as in effect on the date hereof and
as hereafter from time to time amended,  modified or  supplemented in accordance
with the terms hereof.

     "Board of Directors"  shall mean the Board of Directors of the Company,  as
duly  constituted in accordance  with this Agreement,  or any committee  thereof
duly  constituted in accordance with this Agreement,  the By-Laws and applicable
law and duly authorized to make the relevant  determination or take the relevant
action.  To the  extent  that the Board of  Directors  is  required  under  this
Agreement  to  authorize  or approve,  or make a  determination  in respect of a
transaction  between  the  Company,  on the one  hand,  and a  Stockholder  or a
Stockholder's  Affiliates,  on the other hand,  the Board of Directors  shall be
deemed  to  exclude  such  Stockholder,  any of its  Affiliates,  and any of the
directors,  officers,  employees,  agents or representatives of such Stockholder
and/or its Affiliates, who are members of the Board of Directors.

     "By-Laws"  shall mean the Amended and Restated  By-Laws of the Company,  as
amended and in effect on the date hereof,  in the form of Exhibit B hereto,  and
as hereafter further amended or restated in accordance with the terms hereof and
pursuant to applicable Law.

     "Certificate  of  Incorporation"  shall mean the Third Amended and Restated
Certificate of Incorporation of the Company, in the form of Exhibit C hereto and
as hereafter from time to time amended,  restated,  modified or  supplemented in
accordance with the terms hereof and pursuant to applicable Law.

     "Class A Common Stock" shall mean the Class A Common Stock, par value $0.01
per share, of the Company.

     "Class B Common Stock" shall mean the Class B Common Stock, par value $0.01
per share, of the Company.

     "Class C Common Stock" shall mean the Class C Common Stock, par value $0.01
per share, of the Company.

     "Closing Date" shall mean the date on which the sale of Stock  contemplated
by the Stock Purchase Agreement is consummated.

                                       2
<PAGE>
     "Commission"  shall mean the  Securities  and Exchange  Commission  and any
successor commission or agency having similar powers.

     "Common  Stock"  shall  mean the Class A Common  Stock,  the Class B Common
Stock and the Class C Common Stock.

     "Credit Agreement" shall have the meaning specified in the Preamble.

     "Designating Majority" shall have the meaning set forth in Section 5.8(a).

     "Disposing Stockholder" shall have the meaning specified in Section 5.7(a).

     "Electing Stockholders" shall have the meaning specified in Section 5.1(c).

     "Election Notice" shall have the meaning specified in Section 5.5(b).

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
or any similar Federal  statute then in effect,  and a reference to a particular
section thereof shall include a reference to the comparable  section, if any, of
such similar Federal statute.

     "FASB" shall mean the Financial Accounting Standards Board.

     "Final Election Notice" shall have the meaning specified in Section 5.5(c).

     "Final Notice" shall have the meaning specified in Section 5.1(c).

     "Final  Notice of  Exercise"  shall have the meaning  specified  in Section
5.1(c).

     "First Offer Period" shall have the meaning specified in Section 5.1(b).

     "First Offer Price" shall have the meaning specified in Section 5.1(a).

     "GAAP"  shall mean the  generally  accepted  accounting  principles  in the
United  States of America in effect from time to time,  applied on a  consistent
basis both as to classification of items and amounts.

     "Governmental  Authority"  means the United  States and any state,  county,
city or other political subdivision,  agency, department,  council,  commission,
board, court or other judicial, administrative, regulatory, legislative or other
instrumentality.

     "Holder" shall mean a holder of Registrable Securities.

     "Indebtedness" shall mean with respect to any Person any obligation of such
Person for borrowed  money,  but in any event shall  include (i) any  obligation
incurred for all or any part of the  purchase  price of property or other assets
or for the cost of  property  or other  assets  constructed  or of  improvements
thereto,  other  than  accounts  payable  included  in current  liabilities  and
incurred in respect of property  purchased in the  ordinary  course of business,
(ii) the face  amount of all  letters of credit  issued for the  account of such
Person and all drafts drawn thereunder,  without duplication,  (iii) obligations
(whether or not such Person has assumed or become liable for the payment of such
obligation) secured by liens, (iv) capitalized leases, and (v) all guarantees by
such Person of the  obligations  of any other  Person;  provided,  that the term
"capitalized  lease" as used herein is as defined in the Credit  Agreement as in
effect on the date hereof.

     "Indenture" shall mean the Indenture,  dated as of April 22, 1998, executed
by the Company, its Subsidiaries and Jackson Acquisition, Inc. in favor of State
Street Bank and Trust Company.

     "Initial  Public  Offering"  shall mean the public offer and sale of Common
Stock of the Company,  pursuant to the initial  registration  thereof  under the
Securities Act.

     "Institutional Investors" shall mean the parties as so defined in the first
paragraph  of this  Agreement  and any  transferee  of any of them who becomes a
party in accordance with the terms hereof.

     "Jordan Directors" shall have the meaning specified in Section 3.1(a)(i).

     "Jordan  Investors"  shall mean the Persons listed on the Schedule I hereto
including the  signatories  to the Jordan  Investor  Subscription  Agreement and
Safety  Partners,  and any  Permitted  Transferee  of any of them who  becomes a
Stockholder in accordance with the terms hereof.

     "Jordan Investor  Subscription  Agreement" shall have the meaning specified
in the Preamble.

                                       3
<PAGE>
     "Jordan Majority" means the owners of the majority of the shares of Class A
Common Stock owned by the Jordan Investors.

     "Jordan Party" shall mean The Jordan Company LLC and its Affiliates and, in
addition:

          (a) with respect to The Jordan Company LLC, each general partner, each
     limited partner and employee thereof or any Affiliate thereof;

          (b) any 50% (or more) owned  Subsidiary of any one (or jointly of more
     than one of any) Person specified in clause (a); and

          (c) the spouse or any immediate  family member of any Person specified
     in clause (a) or any trust solely for the benefit of any such Person or the
     spouse or any immediate family member of such Person.

          Notwithstanding  the foregoing,  the Company and any Subsidiary of the
     Company shall not be Jordan Parties.

     "JZEP" shall mean JZ Equity  Partners  PLC, an investment  trust  organized
under the laws of the United Kingdom and Wales and its nominees.

     "Law"  means  any  statute,  law,  code,   regulation,   rule,  injunction,
ordinance,  writ, judgment,  order,  determination,  decree,  ruling, charge, or
other restriction of any applicable Governmental Authority.

     "Management  Agreement" shall mean the TJC Management Consulting Agreement,
dated as of August 16, 1995,  by and among TJC  Management  Corporation  and the
Company, as such agreement may from time to time hereafter be amended,  modified
or supplemented in accordance with the terms hereof and thereof,  including as a
result of the  Assignment  of Proceeds and Security  Agreement,  dated as of the
date hereof, between TJC Management Corporation and Summit Capital Group LLC.

     "Management Investors" shall mean any officer or managerial employee of the
Company or any of its Subsidiaries who hereafter  acquires any shares of Class C
Common Stock from the Company in  accordance  with the  Management  Subscription
Agreement or other subscription agreement presented by the Company to an officer
or managerial employee of the Company and this Agreement (including execution of
a  counterpart  to this  Agreement),  and any  Permitted  Transferee of any such
Persons who becomes a Stockholder in accordance with the terms hereof (including
execution of a counterpart to this Agreement).

     "Management  Stockholders"  shall mean the  management  signatories  to the
Management  Subscription Agreement, or other subscription agreement presented by
the  Company to an officer  or  managerial  employee  of the  Company  and their
Permitted Transferees.

     "Management Subscription Agreement" shall have the meaning specified in the
Preamble.

     "Managing Underwriter" shall have the meaning specified in Section 6.1(f).

     "Notice of Exercise" shall have the meaning specified in Section 5.1(b).

     "Notice of Intention" shall have the meaning specified in Section 5.1(a).

     "Offer Period" shall have the meaning specified in Section 5.5(b).

     "Offered Securities" shall have the meaning specified in Section 5.1(a).

     "Option  Agreement"  shall mean,  as the case may be, (i) each of the Stock
Option  Agreements  in the  form  attached  as  Exhibit  1 to the  1995  Jackson
Management  Stock Option Plan,  between each of the Management  Stockholders and
the Company,  (ii) each of the Stock Option  Agreements  in the form attached as
Exhibit 1 to the 2001 Jackson  Non-Qualified  Stock Option Plan, between each of
the Management  Stockholders  and the Company,  or (iii) such other stock option
agreements  as may be  hereafter  adopted  from  time to time  by the  Board  of
Directors.

     "Option  Plan"  shall  mean,  as the  case  may be,  (i) the  1995  Jackson
Management  Stock Option Plan, as adopted by the Board of Directors,  and as may
be amended from time to time, (ii) the 2001 Jackson  Non-Qualified  Stock Option
Plan, as adopted by the Board of  Directors,  and as may be amended from time to
time, or (iii) such other stock option plans as may be hereafter  adopted by the
Board of Directors.

     "Options"  shall mean options to acquire shares of Common Stock issued from
time to time to management of the Company  pursuant to an Option Plan and Option
Agreements.

                                       4
<PAGE>
     "Option Shares" shall mean shares of Common Stock issuable upon exercise of
the Options.

     "Permitted  Affiliate  Transaction"  shall have the  meaning  specified  in
Section 8.16.

     "Permitted  Transferee"  shall mean with respect to any Stockholder (i) the
Company,  any Summit Investor,  or any Jordan Investor and (ii) those Persons to
whom  transfers of Common Stock and Preferred  Stock are permitted to be made by
such  Stockholder  pursuant to Section 4.2 (including the trusts  referred to in
Sections 4.2(a)(i) and (b)).

     "Person"   shall  mean  an  individual  or  a   corporation,   association,
partnership, joint venture,  organization,  business, trust, or any other entity
or organization, including a government or any subdivision or agency thereof.

     "Principals"  shall  mean  The  Jordan  Company  LLC  and  its  Affiliates,
principals,  partners and employees,  family members of any of the foregoing and
trusts for the benefit of any of the foregoing,  including,  without limitation,
Leucadia  National   Corporation  and  its  Subsidiaries.   Notwithstanding  the
foregoing,  JZEP  shall not be deemed to be a  Principal  or an  Affiliate  of a
Principal.

     "Proposed Purchaser" shall have the meaning specified in Section 5.7(b).

     "Public  Distribution" shall mean a Public Offering of Common Stock, at the
conclusion  of which the  aggregate  number of shares of Common  Stock that have
been  sold  to  the  public  pursuant  to  one or  more  effective  registration
statements  under the Securities  Act results in the Company  receiving at least
$50 million in gross proceeds from such sale.

     "Public Offering" shall mean a bona fide  underwritten  public offering and
sale of equity  securities of the Company pursuant to an effective  registration
statement under the Securities Act.

     "Purchase Offer" shall have the meaning specified in Section 5.7(b).

     "Registrable Securities" shall mean the following:

          (a) all shares of Common Stock now or  hereafter  acquired or owned of
     record by the Jordan Investors, Summit or the Institutional Investors;

          (b) all  shares  of Class B Common  Stock  which  may be  issued  to a
     Stockholder  who  becomes a party  hereto  and all shares of Class A Common
     Stock issued or issuable  upon the  conversion  or exchange of  outstanding
     shares of Class B Common Stock in accordance with the applicable provisions
     of the Certificate of Incorporation or this Agreement;  provided,  however,
     that  no  holder  of  shares  of  Class  B  Common  Stock  shall  have  any
     registration  rights hereunder with respect to any shares of Class B Common
     Stock,  but only with  respect to shares of Class A Common Stock into which
     such shares of Class B Common  Stock shall be so  exchanged or converted in
     connection with an effective registration and sale under the Securities Act
     of such shares of Class A Common Stock; and, solely for purposes of Article
     VI of this  Agreement,  each holder of shares of Class B Common Stock which
     are to be  converted  into  shares  of Class A  Common  Stock to be sold in
     connection with such a registration shall be deemed to be the holder of the
     shares of Class A Common  Stock into  which  such  shares of Class B Common
     Stock shall be convertible;

          (c) all  shares of Class C Common  Stock  acquired  by the  Management
     Investors (including Option Shares), and all shares of Class A Common Stock
     issued or issuable  upon the  conversion of  outstanding  shares of Class C
     Common  Stock  in  accordance   with  the  applicable   provisions  of  the
     Certificate of Incorporation;  provided,  however, that no holder of shares
     of Class C Common Stock shall have any  registration  rights hereunder with
     respect to any  shares of Class C Common  Stock,  but only with  respect to
     shares of Class A Common  Stock into  which  such  shares of Class C Common
     Stock shall be so exchanged or  converted in  connection  with an effective
     registration  and sale under the  Securities  Act of such shares of Class A
     Common  Stock;  and,  solely for purposes of Article VI of this  Agreement,
     each  holder of shares of Class C Common  Stock  which are to be  converted
     into shares of Class A Common  Stock to be sold in  connection  with such a
     registration  shall be  deemed to be the  holder  of the  shares of Class A
     Common  Stock  into  which  such  shares of Class C Common  Stock  shall be
     convertible; and

          (d) any shares of capital  stock  issued or issuable by the Company in
     respect of any shares of Common Stock  referred to in the foregoing  clause
     (a), (b) or (c) by way of a stock  dividend or stock split or in connection
     with  a   combination   or   subdivision   of   shares,   reclassification,
     recapitalization,  merger,  consolidation  or other  reorganization  of the
     Company.

                                       5
<PAGE>
          As to any  particular  Registrable  Securities  that have been issued,
     such  securities  shall  cease  to be  Registrable  Securities  when  (i) a
     registration  statement with respect to the sale of such  securities  shall
     have become  effective under the Securities Act and such  securities  shall
     have been disposed of under such  registration  statement,  (ii) they shall
     have been  distributed to the public pursuant to Rule 144, (iii) they shall
     have been  otherwise  transferred  or  disposed  of,  and new  certificates
     therefor not bearing a legend restricting  further transfer shall have been
     delivered by the Company,  and  subsequent  transfer or disposition of them
     shall not require their registration or qualification  under the Securities
     Act or any similar state law then in force,  or (iv) they shall have ceased
     to be outstanding.

     "Registration  Expenses" All fees and expenses  incident to the performance
of or compliance with Article VI hereof, including:

          (a) all  registration and filing fees (including (i) fees with respect
     to filings required to be made with the National  Association of Securities
     Dealers, Inc. ("NASD"), and (ii) fees and expenses of compliance with state
     securities or Blue Sky laws (including, without limitation, reasonable fees
     and disbursements of counsel in connection with Blue Sky  qualifications of
     the Registrable Securities);

          (b) printing expenses (including expenses of printing certificates for
     Registrable  Securities in a form eligible for deposit with The  Depositary
     Trust  Company  ("DTC") and of  printing  prospectuses  if the  printing of
     prospectuses is requested by the managing underwriters, if any);

          (c) reasonable messenger, telephone,  duplication, word processing and
     delivery  expenses  incurred  by  the  Company  in the  performance  of its
     obligations hereunder;

          (d) fees and disbursements of counsel for the Company;

          (e)  fees  and  disbursements  of  all  independent  certified  public
     accountants (including the expenses of any special audit and "cold comfort"
     letters required by or incident to such performance);

          (f) fees and expenses of any "qualified  independent  underwriter"  or
     other  independent  appraiser  participating  in an  offering  pursuant  to
     Section 3 of Schedule E to the by-laws of the NASD, but only where the need
     for such a "qualified independent underwriter" arises due to a relationship
     with the Company;

          (g) Securities Act liability insurance, if the Company so desires such
     insurance;

          (h) fees and  expenses of all other  Persons  retained by the Company;
     internal  expenses of the Company  (including  all salaries and expenses of
     officers  and  employees  of the  Company  performing  legal or  accounting
     duties); and the expenses of any annual audit;

          (i)  rating  agency  fees  and  the  fees  and  expenses  incurred  in
     connection  with the  listing of the  securities  to be  registered  on any
     securities exchange; and

          (j) the  reasonable  fees and  disbursements  (i) of not more than two
     counsel (in addition to appropriate local counsel),  one each chosen by (A)
     the  Holders  of a  majority  of the  Registrable  Securities  owned by the
     Institutional Investors to be included in any Registration  Statement,  and
     (B) the Holders of a majority of the Registrable  Securities to be included
     in any Registration Statement (other than the Institutional  Investors) and
     (ii)  for  other  reasonable  out-of-pocket  expenses  of  the  Holders  of
     Registrable  Securities incurred in connection with the registration of the
     Registrable Securities.

     "Remaining  New  Securities"  shall have the meaning  specified  in Section
5.5(c).

     "Remaining Offered  Securities" shall have the meaning specified in Section
5.1(c).

     "Remaining  Stockholders"  shall  have the  meaning  specified  in  Section
5.5(c).

     "Requesting Holder" shall have the meaning specified in Section 6.5.

     "Safety  Partners"  shall mean  Safety  Partners,  L.P.  and any  Permitted
Transferee  thereof  who  becomes a  Stockholder  in  accordance  with the terms
hereof.

                                       6
<PAGE>
     "Sale" shall have the meaning set forth in Section 5.8(a).

     "Sale Documents" shall have the meaning set forth in Section 5.8(c).

     "Sale Notice" shall have the meaning set forth in Section 5.8(a).

     "Second Electing  Stockholders" shall have the meaning specified in Section
5.1(c).

     "Second Notice" shall have the meaning specified in Section 5.5(c).

     "Second Offer Period" shall have the meaning specified in Section 5.1(c).

     "Second Period" shall have the meaning specified in Section 5.5(c).

     "Second Remaining Stockholders" shall have the meaning specified in Section
5.5(c).

     "Securities Act" shall mean, as of any date, the Securities Act of 1933, as
amended,  or any similar federal  statute then in effect,  and in reference to a
particular section thereof shall include a reference to the comparable  section,
if any,  of any such  similar  federal  statute  and the rules  and  regulations
thereunder.  "Securities Purchase Agreement" shall have the meaning specified in
the Preamble.

     "Selected  Investment  Bank"  shall have the  meaning  set forth in Section
5.8(b).

     "Selling Stockholder" shall have the meaning specified in Section 5.1(a).

     "Stock"  shall  mean  the  Common  Stock,  and the  Option  Shares  and any
preferred stock of the Company.

     "Stockholder" shall mean any of the Jordan Investors, the Summit Investors,
the  Management  Investors and the  Institutional  Investors,  and any Permitted
Transferee of any such Person who becomes a party to or bound by the  provisions
of this Agreement in accordance with the terms hereof.

     "Stock  Purchase  Agreement"  shall  have  the  meaning  specified  in  the
Preamble.


     "Subsidiary"  shall mean as to any Person, a corporation or other entity of
which  the  outstanding  shares  of stock or other  ownership  interests  having
ordinary  voting power (other than stock having such power only by reason of the
happening  of a  contingency)  to elect a majority of the board of  directors of
such  corporation or management  committee or similar board of such other entity
(or otherwise to direct the management of such corporation or entity) are at the
time owned, directly or indirectly through one or more intermediaries,  or both,
by such Person.

     "Summit Directors" shall have the meaning specified in Section 3.1(a)(ii).

     "Summit  Investors" shall mean the Persons listed on the Schedule II hereto
and any  Permitted  Transferee  of any of them  who  becomes  a  Stockholder  in
accordance with the terms hereof.

     "Summit  Majority"  shall mean the  owners of a  majority  of the shares of
Class A Common Stock now owned by the Summit Investors.

     "Summit Party" shall mean Summit Capital Group, LLC and its Affiliates and,
in addition:

          (k) with respect to Summit Capital Group,  LLC, each general  partner,
     each limited partner and employee or any Affiliate thereof.

          (l) any 50% (or more) owned  Subsidiary of any one (or jointly of more
     than one of any) Person specified in clause (a); and

          (m) the spouse or any immediate  family member of any Person specified
     in clause (a) or any trust solely for the benefit of any such Person or the
     spouse or any immediate family member of such Person.

          Notwithstanding  the foregoing,  the Company and any Subsidiary of the
     Company shall not be Summit Parties.

     "transfer" shall have the meaning given to it in Section 4.1(a).

     "Two-Thirds Majority" shall have the meaning set forth in Section 5.9.

     "Underwritten  Offering"  shall mean an offering  managed by an  investment
banker or investment bankers.

                                       7
<PAGE>
     "Voting Stock" shall mean capital stock (other than Preferred Stock) of the
Company of any class or  classes,  the holders of which are  ordinarily,  in the
absence  of  contingencies,  entitled  to vote  for the  election  of  corporate
directors  (or  Persons   performing  similar   functions),   including  without
limitation, the Class A Common Stock and the Class C Common Stock.

     "Voting  Stockholder"  shall mean a  Stockholder  who holds Voting Stock or
retains, by proxy or otherwise, the power to vote Voting Stock.

     Section 1.2 Terminology.  All article,  section,  subsection,  schedule and
exhibit  references  used in this Agreement are to this  Agreement  unless other
specified.  All schedules and exhibits  attached to this Agreement  constitute a
part of this Agreement and are incorporated  herein. A reference to an agreement
or Law  means  such  agreement  or Law as  from  time to time  duly  amended  or
supplemented.  Unless the context of this Agreement clearly requires  otherwise,
(a) the  singular  shall  include  the plural and the plural  shall  include the
singular  wherever and as often as may be appropriate,  (b) the words "includes"
or "including" shall mean "including  without  limitation," (c) the word "or" is
not  exclusive and (d) the words  "hereof,"  "herein,"  "hereunder"  and similar
terms in this  Agreement  shall refer to this  Agreement  as a whole and not any
particular  section or article in which such words  appear.  References  to GAAP
herein shall refer to such  principles in effect in the United States of America
as of the date of the statement to which such phrase refers.

                                   ARTICLE II

                                   Management

     Section 2.1  Registration  of Common Stock. In the event of Public Offering
of  the  Company's  Common  Stock,  each  Voting   Stockholder  (other  than  an
Institutional Investor) shall, at a meeting convened for the purpose of amending
the  Certificate  of  Incorporation,  vote to increase or decrease the number of
authorized shares of Class A Common Stock and, if necessary, increase the number
of issued  and  outstanding  shares of Class A Common  Stock,  whether  by stock
split,  stock dividend,  reverse stock split or otherwise,  or change in its par
value,  as recommended by a majority of the members of the Board of Directors in
order to facilitate such Public Offering.

     Section 2.2 No Conflict with Agreement. Each Voting Stockholder (other than
the  Institutional  Investors)  shall vote his shares of Voting Stock, and shall
take all actions necessary,  to ensure that the Certificate of Incorporation and
By-Laws do not, at any time, conflict with the provisions of this Agreement.

                                  ARTICLE III

                              Corporate Governance

     Section 3.1 Board of Directors.

          (a) On the  Closing  Date,  and at all times  thereafter,  the  Voting
     Stockholders  (other  than  the  Institutional  Investors)  shall  take all
     actions  necessary to elect,  or (if  requested by the Summit  Majority) to
     cause  the  Board of  Directors  to  approve  and  appoint,  the  designees
     described  below to be the  Chairman of the Board and the other  members of
     the Board of Directors:

               (i) Four  individuals  designated  by the  Jordan  Majority  (the
          "Jordan  Directors"),   which  Jordan  Directors  initially  shall  be
          Jonathan F.  Boucher,  John W. Jordan,  II, David W.  Zalaznick and A.
          Richard Caputo, Jr.;

               (ii) Three  individuals  designated  by the Summit  Majority (the
          "Summit  Directors")  one of which shall be the Chairman of the Board,
          which Summit Directors initially shall be George B. Kelly, as Chairman
          of  the  Board  of  Directors,   Gary  L.  Rosenthal  and  Gregory  L.
          Elliott;provided,  however, upon written notice and demand by a Summit
          Majority,  and if it shall not cause the Company to become in default,
          or constitute a Change of Control (as defined in the Credit  Agreement
          or the  Indenture),  under  the  Credit  Agreement  or  the  Indenture
          (whether as a result of an amendment,  waiver, a pre-existing default,
          acceleration, or maturity, or otherwise), then the Voting Stockholders
          (other than the  Institutional  Investors) shall immediately cause the
          resignation or removal of one of the Jordan Directors and elect or (if
          requested  by the Summit  Majority)  cause the Board of  Directors  to
          approve and appoint, an individual designated by the Summit Directors.
          At all times thereafter the Jordan  Investors  shall,  pursuant to (A)
          above,  have the  right  to  appoint  three  members  of the  Board of
          Directors and the Summit Majority shall,  pursuant to (B) above,  have
          the right to appoint  four members of the Board of  Directors,  one of


                                       8
<PAGE>
          which shall be the Chairman of the Board of  Directors;  and provided,
          further,  if at any time a director  acts contrary to, or fails to act
          in  accordance,   with  the  terms  of  this  Agreement,   the  Voting
          Stockholders   (other   than  the   Institutional   Investors)   shall
          immediately cause the resignation or removal of such director and such
          vacancy shall be filled pursuant to the terms of Section 3.2 hereof.

               (b) Each Voting  Stockholder  agrees that  representatives of the
          Summit  Majority may, from time to time,  meet with one or more of the
          agents or  lenders  under  the  Credit  Agreement  to seek to obtain a
          modification or waiver to the requirement  under the Credit  Agreement
          (or any  other  related  documents)  that  some  or all of the  Jordan
          Parties must elect a majority of the Board of Directors,  and provided
          that such modification or waiver will not result in out-of-pocket fees
          and  expenses  to the  Company  in  excess  of  $250,000,  the  Voting
          Stockholders  (other than the  Institutional  Investors) agree to vote
          their Stock to authorize,  and otherwise  cause the Board of Directors
          to  authorize,  an  amendment  to the Credit  Agreement  modifying  or
          deleting any such  requirement,  and the Voting  Stockholders  and the
          Company agree that in connection with such  modifications  or waivers,
          the Company will pay all such fees charged by, and make any changes to
          the Credit  Agreement  or related  documents  required by, the lenders
          under the Credit Agreement in connection therewith.

               (c)  Each  Voting  Stockholder  agrees  that it will not vote its
          Stock in favor of any resolution for the following  unless approved by
          the Board of Directors pursuant to the By-Laws:

                    (i)  recommend  the   dissolution  of  the  Company  or  any
               Subsidiary,  cause  the  Company  or any  Subsidiary  to make any
               filing for a voluntary  bankruptcy (or acquiesce in any filing of
               an involuntary  bankruptcy) or to appoint a receiver,  or make an
               assignment  for the  benefit  of  creditors  or take any  similar
               action;

                    (ii)  cause or  effect  any  change  to the  Certificate  of
               Incorporation or By-Laws or the organization documents or by-laws
               of any Subsidiary;

                    (iii) increase the Board of Directors of the Company to more
               than seven members;

                    (iv) recommend the merger or consolidation of the Company or
               any Subsidiary with or into, or the sale of all or  substantially
               all of the assets or outstanding  capital stock of the Company or
               any Subsidiary to any Person;

                    (v) authorize or approve (A) the issuance of any  additional
               equity  securities  or the sale of any equity  securities  by the
               Company  or  any  Subsidiary   (including  the  issuance  of  any
               securities  pursuant to a Public Offering) or options,  warrants,
               rights, contracts, commitments, understandings or arrangements by
               which the Company or any Subsidiary  either may be bound to issue
               any, or to sell any, additional securities or options to purchase
               securities  of the  Company or any  Subsidiary  or grant  profits
               interests,  stock  appreciation  rights or other similar  rights,
               except for stock purchases  pursuant to any Options granted prior
               to  the  date  hereof,   (B)  the   Company's   issuance  of  any
               Indebtedness  outside  the  ordinary  course of  business  or the
               amendment of or  replacement of the credit  facilities  under the
               Credit  Agreement or the  Indenture,  except as  permitted  under
               Section  3.1(b),  (C) the execution by the Company of any capital
               lease outside the ordinary course of business,  or (D) except for
               the modification  contemplated by Section 3.1(b),  the Company or
               any  Subsidiary  entering  into or modifying any provision of any
               agreement  providing  that it shall be a  default  if the  Jordan
               Investors or Jordan  Parties do not the have the right to appoint
               a certain  number or  percentage  of the  members of the Board of
               Directors of the Company;

                    (vi) authorize or approve the Company's or any  Subsidiary's
               entry into any transactions  with any Affiliate of the Company or
               any Stockholder (except for Permitted  Affiliate  Transactions or
               as permitted under Section 8.16);

                    (vii) other than as may be required  by FASB,  authorize  or
               approve any change in accounting policies or methodologies of the
               Company or any Subsidiary;


                                       9
<PAGE>
                    (viii)  authorize  or approve  any  change in the  Company's
               fiscal year;

                    (ix) declare,  cause to be declared,  issue,  or cause to be
               issued,  any dividends or distributions  by the Company,  whether
               payable in stock, cash or other property;

                    (x) authorize or approve the  acquisition  by the Company or
               any  Subsidiary of any capital  stock or equity  interests in the
               Company held by any Person, except as permitted by this Agreement
               or as the Company is  obligated  to do so under  Section 8 of the
               Management Subscription Agreement;

                    (xi) authorize or approve the  acquisition by the Company or
               any  Subsidiary of the capital  stock or equity  interests in any
               Person or all or substantially all of the assets of any Person;

                    (xii) guarantee any obligation of any Person, other than the
               obligations of any Subsidiary;

                    (xiii) authorize or approve (A) the termination or dismissal
               of KPMG Peat Marwick LLP as the principal  accounting firm of the
               Company and its Subsidiaries, (B) the termination or dismissal of
               any of the Company's advisors,  including accounting,  financial,
               insurance,  legal or tax advisors employed in connection with any
               transaction  or matter  outside the  ordinary  course of business
               that have been  selected by the Board of Directors in  accordance
               with the By-Laws;

                    (xiv)  authorize  or approve any change in the  compensation
               (including  any  base  compensation,   other  cash  compensation,
               compensation  in the form of equities or other  benefits)  of the
               president of the Company or any Subsidiary;

                    (xv) approve (A) the annual  capital  expenditure  budget of
               the Company and its  Subsidiaries  or (B)  authorize  any capital
               expenditure  by the  Company  or its  Subsidiaries  in an  amount
               greater  than the  amount set forth on such  capital  expenditure
               budget; or

                    (xvi)  authorize  or  approve  the  employment,  engagement,
               resignation, termination or any other removal of the president of
               the Company.

     Notwithstanding  Section  8.4,  this  Section  3.1(c)  may be  amended by a
written  instrument  duly  executed by a Summit  Majority and a Jordan  Majority
without the approval of any other Stockholder.

          (d) The  Company  and each  member  of the  Board of  Directors  shall
     execute a Directors  Indemnification Agreement substantially in the form of
     Exhibit D hereto.

     Section 3.2 Vacancies.  In the event that a vacancy is created on the Board
of Directors at any time by the death,  disability,  retirement,  resignation or
removal of any member of the Board of  Directors,  or for any other reason there
shall  exist or occur  any  vacancy  on the  Board of  Directors,  the  Board of
Directors will select a replacement director, and each Voting Stockholder (other
than the  Institutional  Investors)  hereby agrees to take such other actions as
will  result in the  election  or  appointment  as a director  of an  individual
designated  or  elected  to fill such  vacancy  and serve as a  director  by the
Stockholders  that had  designated or elected  (pursuant to Section  3.1(a)) the
director whose death, disability, retirement, resignation or removal resulted in
such  vacancy  on the Board of  Directors  (in the  manner  set forth in Section
3.1(a)).

     Section 3.3  Covenant  to Vote.  Each  Voting  Stockholder  (other than the
Institutional Investors) hereby agrees to take all actions necessary to call, or
cause the Company and the  appropriate  officers and directors of the Company to
call, an annual meeting (and when  circumstances so require,  a special meeting)
of  Stockholders  of the Company and to vote all shares of Voting Stock owned or
held  of  record  by such  Voting  Stockholder  (other  than  the  Institutional
Investors)  at any such  meeting and at any other  annual or special  meeting of
stockholders  in favor of, or take all actions by written consent in lieu of any
such meeting as may be necessary to cause,  the election as members of the Board
of Directors of those  individuals  so  designated in  accordance  with,  and to
otherwise  effect the intent of,  this  Article  III. In  addition,  each Voting
Stockholder (other than an Institutional  Investor) agrees to vote the shares of
Voting Stock owned by such  Stockholder upon any other matter arising under this
Agreement  submitted  to a vote  of the  Stockholders  in  such a  manner  as to
implement the terms of this Agreement.

                                       10
<PAGE>
     Section   3.4   No   Voting   Obligation   of   Institutional    Investors.
Notwithstanding  anything to the contrary in this Agreement,  the  Institutional
Investors  shall be under no  obligation  under this  Agreement  with respect to
voting their respective shares of Stock.

     Section 3.5  Termination of Governance and Forced Sale  Provisions.  If the
Jordan  Investors in the aggregate  cease to own at least 20% of the Stock (on a
fully-diluted  basis) or the Summit  Investors in the aggregate  cease to own at
least 20% of the Stock (on a  fully-diluted  basis),  then (i) their  respective
rights under Section 3.1(a) and (c) shall terminate and the members of the Board
of Directors shall be determined by a majority of the Stockholders in accordance
with the  By-Laws  and (ii) such group  ceasing to own at least 20% of the Stock
(on a  fully-diluted  basis) shall no longer have its rights  under  Section 5.8
hereof and  Article X of the By-Laws.  Solely for purposes of this  Section 3.5,
any Stock held by the Institutional Investors shall be considered to be owned by
the Jordan Investors.

                                   ARTICLE IV

                               Transfers of Stock

     Section 4.1 Restrictions on Transfer.

          (a) Each  Stockholder  agrees  that such  Stockholder  will not offer,
     sell, transfer, assign or otherwise dispose of (or make any exchange, gift,
     assignment or pledge of)  (collectively,  for purposes of Articles IV and V
     hereof  only, a  "transfer")  any Stock except as permitted in this Section
     4.1(a).   Subject  to  the  restrictions  in  Section  4.1(b)  and  (c),  a
     Stockholder  may transfer its Stock (i) as provided in Section 4.2; (ii) by
     a sale,  gift or  exchange  in  accordance  with  Article V (but  except as
     provided in (v), no Stockholder may pledge or hypothecate its Stock); (iii)
     in an exchange or  conversion of Common Stock of one class for Common Stock
     of another class in accordance with the Certificate of Incorporation;  (iv)
     upon the  issuance  of  Option  Shares  upon the  exercise  of an Option or
     Options; or (v) with regard to any pledge,  hypothecation or charge by JZEP
     or by MassMutual Corporate Value Partners Limited. In addition to the other
     restrictions noted in this Article IV, each Stockholder agrees that it will
     not, directly or indirectly,  transfer any of its Stock except as permitted
     under the Securities Act and other applicable securities laws.

          (b)  Notwithstanding  any provision of this Agreement or otherwise and
     in  addition  to the  restrictions  set  forth in  Section  4.1(a),  unless
     approved in writing by a Summit Majority,  each Jordan Investor (other than
     Safety  Partners) hereby agrees in favor of the Summit Investors (and their
     Permitted  Transferees but no other  Stockholder) that it will not transfer
     any Stock now held or hereafter acquired, except to a Person that qualifies
     as a "Jordan  Affiliate" under the terms of the Credit Agreement,  and only
     if and to the  extent  such  transfer  shall not  result in a breach of the
     Credit Agreement,  provided,  however, nothing in this Section 4.1(b) shall
     require any Jordan  Investor to obtain the approval of the Summit  Majority
     prior to, or prohibit such Jordan  Investor  from,  exercising its right to
     transfer,  any Stock pursuant to Section 5.7 of this Agreement or Article X
     of the By-Laws.  The foregoing shall be binding on the Jordan  Investors as
     of the date hereof, any transferee permitted under this Section 4.1(b), and
     any Person obtaining by devise, merger, or other operation of law any Stock
     or other equity interest held by the Jordan Investors.

          (c)  Notwithstanding  any provision of this Agreement to the contrary,
     no  Stockholder  may  transfer any Stock to an Adverse  Party.  An "Adverse
     Party" shall be any Person that the Summit  Majority or the Jordan Majority
     reasonably  determines  (acting  through  the  individuals  that are Summit
     Directors or Jordan  Directors,  respectively,  and in such  capacity  they
     shall be  acting  as  representatives  of the  Summit  Majority  or  Jordan
     Majority, as applicable, and not as members of the Board of Directors) is a
     Person  which  competes,  directly or  indirectly,  with the Company or its
     Subsidiaries.

          (d)  Notwithstanding  any  provision of this  Agreement or  otherwise,
     unless  approved  in writing by a Jordan  Majority,  each  Summit  Investor
     hereby  agrees  in favor  of the  Jordan  Investors  (and  their  Permitted
     Transferees but no other  Stockholder) that it will not convert any Class B
     Common  Stock now held or hereafter  acquired  into Class A Common Stock if
     such  conversion  would  result in a breach of the  Credit  Agreement  or a
     change of control under the  Indenture.  The foregoing  shall be binding on
     the Summit  Investors as of the date hereof,  any Permitted  Transferee and
     any Person obtaining by devise,  merger or other operation of law any Stock
     or other equity interest held by the Summit Investors.


                                       11
<PAGE>

     Section 4.2  Exceptions to  Restrictions.  The provisions of Section 4.1(a)
and Article V shall not apply to any of the following transfers:

          (a) (i) From the Jordan  Investors  to any Jordan  Party that is not a
     Jordan Investor,  (ii) from any of the Jordan Investors or any Jordan Party
     to any of the other Jordan Investors, (iii) from any Jordan Investor or any
     Jordan Party to any trust solely for such Jordan  Investor's or such Jordan
     Party's  benefit or the  benefit of such Jordan  Investor's  or such Jordan
     Party's  spouse or  children  (as the case may be), or (iv) from any of the
     Jordan  Investors or any Jordan Party to any Person that is  controlled  by
     and whose owners or  beneficiaries  are, or who has an Affiliate that is, a
     Jordan  Investor  or the  spouse  or  immediate  family  member of a Jordan
     Investor or a trust  created  solely for the benefit of a Jordan  Investor,
     Jordan Party or the spouse or immediate  family member of a Jordan Investor
     or Jordan  Party;  provided,  that with respect to clause (iii) such Jordan
     Investor or such Jordan Party acts as trustee and retains the sole power to
     direct the voting and  disposition of such shares;  and provided,  further,
     that in the case  referred  to in clauses  (i),  (iii) and (iv),  each such
     Person  including any such entity shall execute a counterpart of and become
     a party  to this  Agreement  and  shall  agree  in a  writing  in form  and
     substance  satisfactory to the Company to be bound and becomes bound by the
     terms of this Agreement. Notwithstanding the foregoing, the restrictions on
     transfer set forth in Section 4.1(b) shall apply.

          (b)  From  any  Management  Investor  to any  trust  solely  for  such
     Management  Investor's benefit or the benefit of such Management Investor's
     spouse or children,  provided,  that, in each case referred to above,  such
     Management  Investor  acts as trustee  and retains the sole power to direct
     the voting and disposition of such Stock;  and provided,  further that each
     such Person  including any such trust shall  execute a  counterpart  of and
     become a party to this  Agreement  and shall agree in a writing in form and
     substance  satisfactory to the Company to be bound and becomes bound by the
     terms of this Agreement as a Stockholder.

          (c)  From  any  Management  Investor  or  Permitted  Transferee  of  a
     Management  Investor to the Company pursuant to Section 8 of the Management
     Subscription Agreement.

          (d) (i) From any Summit  Investor  to any  Summit  Party that is not a
     Summit Investor,  (ii) from any of the Summit Investors or any Summit Party
     to any of the other Summit Investors, (iii) from any Summit Investor or any
     Summit Party to any trust solely for such Summit  Investor's or such Summit
     Party's  benefit or the  benefit of such Summit  Investor's  or such Summit
     Party's  spouse or  children  (as the case may be), or (iv) from any of the
     Summit  Investors  or any Summit Party to any Person that is, or who has an
     Affiliate that is, a partner or stockholder in a Summit Investor or that is
     controlled  by and whose owners or  beneficiaries  are Summit  Investors or
     Summit  Parties  or the  spouse  or  immediate  family  member  of a Summit
     Investor or a trust  created  solely for the benefit of a Summit  Investor,
     Summit Party or the spouse or immediate  family member of a Summit Investor
     or Summit  Party;  provided,  that with respect to clause (iii) such Summit
     Investor or such Summit Party acts as trustee and retains the sole power to
     direct the voting and  disposition of such shares;  and provided,  further,
     that in the case  referred  to in clauses  (i),  (iii) and (iv),  each such
     Person  including any such entity shall execute a counterpart of and become
     a party  to this  Agreement  and  shall  agree  in a  writing  in form  and
     substance  satisfactory to the Company to be bound and becomes bound by the
     terms of this Agreement.

          (e) Pursuant to a Public Offering.

          (f) From any  Institutional  Investor  to any Person,  provided  that,
     unless  such  transfer  is  pursuant  to Rule  144  promulgated  under  the
     Securities  Act (or any  successor  provision),  the  provisions of Section
     4.3(a)  and the  first  sentence  of  Section  4.3(b)  shall  apply to such
     transfers.

     Section 4.3 Endorsement of Certificates.

          (a) Upon the  execution  of this  Agreement,  in addition to any other
     legend which the Company may deem  advisable  under the  Securities Act and
     certain state  securities  laws, all  certificates  representing  shares of
     issued and  outstanding  Common Stock and Preferred Stock shall be endorsed
     at all times prior to any Public Offering of such shares as follows:

                                       13
<PAGE>

          THIS  CERTIFICATE  IS  SUBJECT  TO,  AND  IS  TRANSFERABLE  ONLY  UPON
     COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED FEBRUARY
     2, 2001, AMONG THE COMPANY AND ITS STOCKHOLDERS.  REFERENCE ALSO IS MADE TO
     THE RESTRICTIVE  PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS
     OF THE CORPORATION.  A COPY OF THE ABOVE REFERENCED  AGREEMENTS ARE ON FILE
     AT THE OFFICE OF THE COMPANY AT 2997 CLARKSON ROAD, CHESTERFIELD,  MISSOURI
     63017.  THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND MAY NOT BE  TRANSFERRED
     EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT,  OR AN EXEMPTION
     FROM REGISTRATION, UNDER SAID ACT.

          (b) Except as  otherwise  expressly  provided in this  Agreement,  all
     certificates  representing  shares of Stock hereafter issued to or acquired
     by any of the  Stockholders  or  their  successors  hereto  (including  all
     certificates  representing  shares of Class A Common Stock hereafter issued
     upon  conversion  of shares of Class B or C Common  Stock)  shall  bear the
     legends  set  forth  above,  and the  shares of Stock  represented  by such
     certificates  shall  be  subject  to  the  applicable  provisions  of  this
     Agreement.  The rights and  obligations of each party hereto shall inure to
     and be binding upon each Permitted  Transferee to whom Stock is transferred
     by any party hereto;  provided,  however,  if any transfer is not permitted
     under the terms of this Agreement,  the obligations,  but not the rights of
     such party, shall inure to and be binding upon such transferee,  except for
     transfers  described  in  Section  4.2(e).  Prior  to  consummation  of any
     transfer,  except for  transfers  described in Section  4.2(e),  such party
     shall cause the  transferee  to execute an agreement in form and  substance
     reasonably  satisfactory  to the Company,  providing  that such  transferee
     shall be bound by the terms of this Agreement. Prompt notice shall be given
     to the  Company by the  transferor  of any  transfer  (whether  or not to a
     Permitted  Transferee) of any Stock and the Company shall  promptly  notify
     the Institutional Investors in writing of such transfer.

     Section 4.4  Improper  Transfer.  Any  attempt to transfer or encumber  any
shares of Stock not in accordance with this Agreement shall be null and void and
neither the Company nor any  transfer  agent of such  securities  shall give any
effect to such attempted transfer or encumbrance in its stock records.

                                   ARTICLE V

                             Rights of First Offer;
                         New Securities; Tag Along Sales

     Section 5.1 Transfers by a Stockholder.

          (a) Except for sales of  securities  contemplated  by Article X of the
     By-Laws and Article VI hereof and  transfers  permitted by Sections 4.1 and
     4.2, if at any time any Stockholder shall desire to sell any Stock owned by
     him or it (such  Stockholder  desiring  to sell  shares of such Stock being
     referred  to  herein  as  a  "Selling  Stockholder"),   then  such  Selling
     Stockholder  shall deliver  written notice of its desire to sell such Stock
     (a "Notice of Intention"),  accompanied by a copy of a proposal relating to
     such sale which shall  include  the name of the  proposed  transferee  (the
     "Sale  Proposal"),  to each of the other  Stockholders  and to the Company,
     setting  forth such Selling  Stockholder's  desire to make such sale (which
     shall be for cash only),  the number and class of shares of Stock  proposed
     to be transferred  (the "Offered  Securities")  and the price at which such
     Selling  Stockholder  proposes to sell the Offered  Securities  (the "First
     Offer Price") and other terms applicable thereto.

          (b) Upon receipt of the Notice of Intention, the Company and the other
     Stockholders shall then have the right to purchase at the First Offer Price
     and on the other terms  specified in the Sale  Proposal all or,  subject to
     Section  5.1(e),  any portion of the Offered  Securities  in the  following
     order of priority: (i) if the Selling Stockholder is a Management Investor,
     the other  Management  Investors shall have the first right to purchase the
     Offered Securities pro rata among those Management Investors so electing on
     the basis of the respective  number of shares of Common Stock owned or held
     as trustee by such  Management  Investors (or in such other  proportions as
     such  Management  Investors  may agree),  then the  Company  shall have the
     second right to purchase the Offered Securities, and thereafter, the Jordan
     Investors,  the Summit Investors and the Institutional Investors shall have
     the right to purchase  the Offered  Securities  pro rata among those of the
     Institutional  Investors,  the Summit Investors and the Jordan Investors so
     electing (or in such other proportion as such Institutional  Investors, the
     Summit Investors and Jordan Investors may agree),  and thereafter the other
     Stockholders  shall have the right to purchase the Offered  Securities  pro
     rata among the other  Stockholders so electing (or in such other proportion
     as such other Stockholders may agree); (ii) if the Selling Stockholder is a
     Jordan  Investor or JZEP, the other Jordan  Investors  shall have the first
     right to purchase the Offered Securities pro rata among those of the Jordan


                                       14
<PAGE>

     Investors so electing (or in such other proportion as such Jordan Investors
     may agree),  and  thereafter,  the  Institutional  Investors and the Summit
     Investors shall have the right to purchase the Offered  Securities pro rata
     among those of the  Institutional  Investors  and the Summit  Investors  so
     electing (or in such other proportion as such  Institutional  Investors and
     the Summit Investors may agree) and thereafter,  the Company shall have the
     right  to  purchase  the  Offered  Securities  and  thereafter,  all  other
     Stockholders  shall have the right to purchase the Offered  Securities  pro
     rata among the other Stockholders so electing to purchase (or in such other
     percentages  as such other  Stockholders  may agree)  (iii) if the  Selling
     Stockholder is a Summit Investor, the other Summit Investors shall have the
     first right to purchase the Offered  Securities pro rata among those of the
     Summit  Investors so electing (or in such other  proportion  as such Summit
     Investors may agree) and thereafter,  the  Institutional  Investors and the
     Jordan  Investors  shall have the right to purchase the Offered  Securities
     pro  rata  among  those  of the  Institutional  Investors  and  the  Jordan
     Investors so electing (or in such other  proportion  as such  Institutional
     Investors and Jordan Investors may agree) and thereafter, the Company shall
     have the right to purchase the Offered Securities and thereafter, all other
     Stockholders  shall have the right to purchase the Offered  Securities  pro
     rata among the other Stockholders so electing to purchase (or in such other
     percentages as such other  Stockholders  may agree) and (iv) if the Selling
     Stockholder  is an  Institutional  Investor  (other  than  JZEP)  all other
     Stockholders  shall have the right to purchase the Offered  Securities  pro
     rata among the other  Stockholders  so electing to purchase.  The rights of
     the  Stockholders  and the Company pursuant to this Section 5.1(b) shall be
     exercisable  by the  delivery  of notice to the  Selling  Stockholder  (the
     "Notice  of  Exercise"),  within 30 days from the date of  delivery  of the
     Notice of  Intention  (the "First  Offer  Period").  The Notice of Exercise
     shall  state the total  number of  shares of the  Offered  Securities  such
     Stockholder  (or the  Company)  is willing to  purchase  without  regard to
     whether  or not other  Stockholders  purchase  any  shares  of the  Offered
     Securities.  A copy of such Notice of Exercise  shall also be  delivered by
     each  Stockholder  to the  Company and each other  Stockholder.  Subject to
     Section 5.1(e),  the rights of the Stockholders and the Company pursuant to
     this  Section  5.1(b)  shall  terminate  as  to  a  proposed   transfer  if
     unexercised  30 days after the date of delivery of the Notice of Intention.
     The Company's rights to purchase under this Section 5.1(b) may be exercised
     only in accordance with Section 3.1(c).

          In the event  that a  Management  Investor  exercises  the  Management
     Investor's  right to  purchase  any or all Offered  Securities  pursuant to
     Section  5.1(b) or 5.1(c),  such  purchase  will be deemed to be of Class C
     Common  Stock,  notwithstanding  that  the  Offered  Securities  are  of  a
     different class of Common Stock. Upon a purchase of Common Stock other than
     Class C Common Stock, the Management Investor will present the certificates
     of the Common Stock to the Company and the Company will  promptly  exchange
     such  certificates  for Class C Common  Stock,  all in order to confirm the
     foregoing.

          (c) If the Company or the Stockholders do not elect to purchase all or
     any portion of the Offered  Securities  within the First Offer Period,  the
     remaining Offered Securities (the "Remaining Offered  Securities") shall be
     automatically  offered  by the  Selling  Stockholder,  by  means of a final
     written notice ("Final Notice") delivered by the Selling Stockholder. For a
     period of ten days from the  delivery  of such Final  Notice  (the  "Second
     Offer  Period") to the Company and the  Stockholders,  if any,  who elected
     during the First Offer Period to purchase all of the Offered  Securities to
     which they were then entitled (the Company and such Stockholders  being the
     "Electing Stockholders"), together with a statement of the number of shares
     of the Offered  Securities  as to which no election has been made,  each of
     such Electing  Stockholders shall then be entitled to elect to purchase any
     amount of such  Remaining  Offered  Securities by delivering of a notice to
     the Selling Stockholder (the "Final Notice of Exercise"), within the Second
     Offer Period.  If any  Stockholder  or the Company fails to deliver a Final
     Notice of Exercise during the Second Offer Period,  such Stockholder or the
     Company,  as the case may be, shall waive its rights to  participate in the
     sale of Remaining  Offered  Securities in accordance  with Section  5.1(c).
     Such Electing  Stockholders  who offer to purchase such  Remaining  Offered
     Securities, are herein defined as "Second Electing Stockholders." The Final
     Notice of Exercise  shall state the total number of shares of the Remaining
     Offered Securities such Second Electing  Stockholder is willing to purchase
     without regard to whether or not other Electing  Stockholders  purchase any
     shares of the Remaining Offered  Securities.  In the event that such Second
     Electing Stockholders collectively offer to purchase an amount of shares of
     the  Remaining  Offered  Securities  that is  greater  than the  amount  of
     Remaining Offered  Securities being sold, the Remaining Offered  Securities
     shall be sold among the Second Electing  Stockholders in proportion to such
     Second Electing  Stockholders'  ownership of Stock prior to the First Offer
     Period (or in such other  percentages as such Second Electing  Stockholders
     may agree).

                                       15
<PAGE>

          (d) In the event that the  Stockholders or the Company  exercise their
     rights to purchase any or all of the Offered  Securities in accordance with
     Section 5.1(b) or (c), then the Selling  Stockholder  must sell the Offered
     Securities  to such  Stockholders  (or,  as the case may be,  the  Company)
     within 30 days from the date of delivery of the Notice of Exercise received
     by the Selling Stockholder.

          (e)  Notwithstanding  the  foregoing  provisions  of this Section 5.1,
     unless the Selling Stockholder shall have consented to the purchase of less
     than all of the Offered Securities,  no Stockholder or Stockholders nor the
     Company may purchase  any Offered  Securities  hereunder  unless all of the
     Offered Securities are to be so purchased.

          (f) For  purposes of this Article V, any Person who has failed to give
     notice  of  the  election  of an  option  hereunder  as to  any  particular
     transaction  within the specified time period will be deemed to have waived
     its  rights  with  respect  thereto  on the day  after the last day of such
     period.

          (g) Each Stockholder  (other than the  Institutional  Investor) in its
     capacity only as a stockholder (i) agrees and acknowledges that the Company
     may purchase or acquire  Common Stock  pursuant to Section 5.1(b) or 5.1(c)
     hereof,  and (ii) approves  such  purchases  and  acquisitions,  subject to
     approval by the Board of Directors  pursuant to Section 3.1, and waives any
     objection or claim relating thereto, whether against the Company, the Board
     of Directors or otherwise.

          (h) If any  of the  Summit  Investors  are  prohibited  by the  Credit
     Agreement, the Indenture or any other agreement binding on the Company from
     exercising their rights to purchase any or all of the Offered Securities in
     accordance  with  Section  5.1(b),  the Summit  Investors  may nominate any
     Person to exercise such rights or consummate  such purchase;  provided that
     such Person is not an Adverse Party.

     Section 5.2  Transfer of Offered  Shares to Third  Parties.  If all notices
required  to be given  pursuant  to  Section  5.1 have been  duly  given and the
Stockholders and the Company do not exercise their  respective  options pursuant
to  Section 5.1(b)  and 5.1(c) to purchase all of the Offered  Securities at the
First Offer Price and the Selling  Stockholder does not desire to sell less than
all the Offered  Securities  or if with the consent of the Selling  Stockholder,
the other  Stockholders  and the Company  purchase  less than all of the Offered
Securities pursuant to the provisions hereof, then in any such event the Selling
Stockholder  shall  have  the  right,  subject  to  compliance  by  the  Selling
Stockholder  with the provisions of Section  4.3(b) hereof,  for a period of 120
days from the earlier of (i) the  expiration of the option  periods  pursuant to
Section  5.1 with  respect to such Sale  Proposal or (ii) the date on which such
Selling Stockholder  receives notice from the other Stockholders and the Company
that they will not exercise in whole or in part the options granted  pursuant to
Section  5.1, to sell the Offered  Securities  to the person  identified  as the
transferee in the Sale Proposal remaining unsold at a price of not less than 95%
of the First Offer Price, and on the other terms specified in the Sale Proposal.

     Section 5.3 Purchase of Offered  Shares.  The  consummation of any purchase
and sale pursuant to the options granted under  Section 5.1  shall take place on
such date,  not later than 30 days after the  expiration of the options  periods
pursuant to Section 5.1 with respect to such options, as the Selling Stockholder
shall select by written notice to the Purchaser given at least ten days prior to
the date  selected.  Prior to the  consummation  of any sale pursuant to Section
5.1, the Selling  Stockholder shall comply with Section 4.3(b) hereof.  Upon the
consummation  of any such  purchase  and sale,  the  Selling  Stockholder  shall
deliver  certificates  evidencing the Offered Securities sold duly endorsed,  or
accompanied  by written  instruments  of  transfer in form  satisfactory  to the
purchaser duly executed by the Selling  Stockholder free and clear of any liens,
against  delivery of the First Offer Price,  payable in the manner  specified in
Section 5.1(a).

     Section 5.4 Waiting  Period with Respect to  Subsequent  Transfers.  In the
event that the  Stockholders  and the Company do not exercise  their  options to
purchase all of the Offered  Securities,  and the Selling  Stockholder shall not
have sold the  remaining  Offered  Securities  to a third  party for any  reason
before the expiration, as applicable, of the 120-day period described in Section
5.2, then such Selling  Stockholder  shall not give another  Notice of Intention
pursuant  to  Section  5.1 for a period  of 90 days  after  the last day of such
120-day period.

                                       16
<PAGE>
     Section 5.5 Right of First Refusal for New Securities.

          (a) The Company  hereby grants to each of the  Stockholders a right of
     first refusal to purchase  shares of any New  Securities (as defined below)
     which the Company may, from time to time,  propose to issue and sell.  Such
     right of first refusal shall allow each  Stockholder to purchase a pro rata
     portion  of any New  Securities  proposed  to be  issued,  determined  with
     reference to the  aggregate  number of  outstanding  shares of Common Stock
     held by such  Stockholder  before the proposed  issuance of New Securities.
     Each  Stockholder  may accept the Company's  offer as to the full number of
     New Securities offered to it or any lesser number, pursuant to the terms of
     Section 5.5(b).

          (b) In the event the Company  proposes to undertake an issuance of New
     Securities, it shall give each Stockholder written notice of its intention,
     describing  the class and  number  of shares of Common  Stock or  preferred
     stock  (as the case may be) it  intends  to  issue as New  Securities,  the
     purchase  price  therefor  (which shall be payable  solely in cash) and the
     terms upon which the Company  proposes to issue the same. Each  Stockholder
     shall have 30 days from the date such notice is given (the "Offer  Period")
     to determine  whether to purchase  all or any portion of the  Stockholder's
     pro rata share of such New  Securities  for the purchase price and upon the
     terms  specified in the notice by giving  written notice to the Company and
     stating  therein  the  quantity  of New  Securities  to be  purchased  (the
     "Election Notice").

          (c) If any Stockholders do not elect to purchase all or any portion of
     the New  Securities  within the Offer Period,  the remaining New Securities
     (the  "Remaining New  Securities")  shall be  automatically  offered by the
     Company, by means of a second written notice ("Second Notice") delivered by
     the  Company.  For a period of ten days from the  delivery  of such  Second
     Notice (the  "Second  Period")  to the  Stockholders,  if any,  who elected
     during the Offer Period to purchase all of the New Securities to which they
     were then entitled (such Stockholders being the "Remaining  Stockholders"),
     together with a statement of the number of shares of the New  Securities as
     to which no  election  has been made,  each of the  Remaining  Stockholders
     shall then be entitled to elect to purchase any amount of any Remaining New
     Securities  proposed to be issued, by delivering of a notice to the Company
     (the "Final Election Notice"), within the Second Period. If any Stockholder
     or the Company fails to deliver the Final Election Notice during the Second
     Period,  such  Stockholder  or the  Company,  as the case may be,  shall be
     deemed  to  have  waived  its  rights  to  participate  in the  sale of the
     Remaining  New  Securities  in accordance  with this Section  5.5(c).  Such
     Remaining Stockholders who offer to purchase such Remaining New Securities,
     are herein defined as "Second Remaining  Stockholders."  The Final Election
     Notice  shall  state the  total  number  of  shares  of the  Remaining  New
     Securities such Second Remaining Stockholder is willing to purchase without
     regard to whether or not other Remaining  Stockholders  purchase any shares
     of the Remaining New  Securities.  In the event that such Second  Remaining
     Stockholders  collectively  offer to  purchase  an  amount of shares of the
     Remaining New  Securities  that is greater than the amount of Remaining New
     Securities being sold, the Remaining New Securities shall be sold among the
     Second  Remaining  Stockholders  in  proportion,  to such Second  Remaining
     Stockholders'  ownership  of Stock  prior to the Offer  Period  (or in such
     other percentages as such Second Remaining Stockholders may agree).

          (d) "New  Securities"  shall mean any authorized but unissued  shares,
     and any treasury  shares,  of capital  stock of the Company and all rights,
     options or warrants to purchase  capital stock,  and securities of any type
     whatsoever  that  are,  or may  become,  convertible  into  capital  stock;
     provided,  however,  that the term "New  Securities"  does not  include (i)
     securities  issued  upon  conversion  of shares of Class B Common  Stock or
     Class C Common  Stock into Class A Common  Stock,  in  accordance  with the
     Certificate of  Incorporation  and this Agreement;  (ii) securities  issued
     upon  conversion  of shares of Class A Common Stock to Class B Common Stock
     or Class C Common Stock; (iii) securities issued by the Company pursuant to
     the acquisition of another Person by the Company by merger, purchase of all
     or  substantially  all of the assets or other  reorganization  whereby  the
     Company shall become the owner of more than 50% of the voting power of such
     Person,  other than any such securities  issued to any Jordan Party, any of
     the Jordan  Investors  or any of their  Affiliates;  (iv)  shares of Common
     Stock issued in  connection  with any stock split or stock  dividend of the
     Company; (v) capital stock (including warrants,  options or other rights to
     purchase  capital stock, or that are convertible  into or exchangeable  for
     capital  stock of the  Company)  issued  directly  in  connection  with any
     borrowings  or the  incurrence  of any  indebtedness  by the Company or its
     Subsidiaries,  other than such  indebtedness  on borrowings  provided by or
     securities  issued  to a  Jordan  Party,  Jordan  Investor  or any of their
     respective Affiliates;  (vi) shares of Class A Common Stock issued pursuant
     to any Public  Distribution;  or (vii) Option Shares issuable upon exercise
     of the Options.

                                       17
<PAGE>

     Section 5.6 Legally Binding Obligation; Power of Attorney; Personal Rights.
Subject to Section  5.1(a),  making a written  offer,  giving or failing to give
written notice within the stated period, accepting an offer or making a decision
or  election,  in each case as provided in Section  5.1 or 5.2,  shall  create a
legally binding  obligation to buy or sell, or an obligation not to buy or sell,
as the case may be, the subject  Common Stock as provided in such Section 5.1 or
5.2.

     Section 5.7 Right to Join in Sale.

          (a) Anything in this Agreement to the contrary notwithstanding, if any
     Stockholder  or  group  of  Stockholders,  (other  than  the  Institutional
     Investors) proposes to sell, dispose of or otherwise transfer,  in a single
     transaction or a series of transactions  during any  eighteen-month  period
     (other than  transfers  pursuant to Section 4.2,  transactions  pursuant to
     Section 8 of the  Management  Subscription  Agreement  or  transfers to the
     Company) 5% or more of the  outstanding  Common  Stock or, if less,  in the
     case of any Stockholder  that owns Common Stock on the date hereof,  50% or
     more of its initial holdings (each a "Disposing Stockholder"),  such person
     or group shall refrain from  effecting  such  transaction  or  transactions
     unless,  prior to the consummation  thereof,  each other  Stockholder shall
     have  been  afforded  the  opportunity  to  join  in  such  transaction  or
     transactions  on a pro rata basis,  as hereinafter  provided.  For purposes
     hereof,  "group of  Stockholders"  shall  mean (i) any  "group"  within the
     meaning of Rule 13d-5 under the Exchange  Act, (ii) all  Stockholders  that
     are  Affiliates of each other,  other than by reason of their  ownership of
     stock in the Company,  (iii) the Jordan  Investors and (iv) any other group
     of   Stockholders   acting  in  concert  in  connection  with  the  actions
     contemplated hereby.

          (b)  Prior  to  consummation  of any  proposed  sale,  disposition  or
     transfer  of  shares of Common  Stock  described  in  Section  5.7(a),  the
     Disposing  Stockholder or Stockholders shall cause the person or group that
     proposes to acquire such shares (the  "Proposed  Purchaser")  to offer (the
     "Purchase  Offer") in writing to each other  Stockholder to purchase shares
     of Common Stock owned by such Stockholder (regardless of whether the shares
     of Common Stock proposed to be sold by the Disposing  Stockholders  are the
     same class as the shares of Common Stock owned by such Stockholders),  such
     that the number of shares of such Common  Stock so offered to be  purchased
     from such Stockholder shall be equal to the product of (i) the total number
     of shares of such Common Stock then owned by such Stockholder  times (ii) a
     fraction,  the  numerator  of which is the  aggregate  number  of shares of
     Common Stock  proposed to be purchased by the Proposed  Purchaser  from all
     Stockholders and the denominator of which is the aggregate number of shares
     of  Common  Stock  then  outstanding.  Such  purchase  shall be made at the
     highest  price per  share and on such  other  terms and  conditions  as the
     Proposed  Purchaser  has offered to purchase  shares of Common  Stock to be
     sold by the Disposing  Stockholder or Stockholders.  Each Stockholder shall
     have 20 days from the date of receipt of the Purchase  Offer to accept such
     Purchase Offer, and the closing of such purchase shall occur within 30 days
     after such  acceptance  or at such other time as such  Stockholder  and the
     Proposed  Purchaser  may agree.  The number of shares of Common Stock to be
     sold to the Proposed Purchaser by the Disposing Stockholder or Stockholders
     shall be  reduced  by the  aggregate  number  of  shares  of  Common  Stock
     purchased by the Proposed Purchaser from the other Stockholders pursuant to
     the  provisions of this Section  5.7(b).  In the event that a sale or other
     transfer subject to this Section 5.7 is to be made to a Proposed  Purchaser
     that is not a  Stockholder,  the  Disposing  Stockholder  shall  notify the
     Proposed  Purchaser  that the sale or other  transfer  is  subject  to this
     Section 5.7 and shall ensure that no sale or other  transfer is consummated
     without the Proposed  Purchaser  first  complying with this Section 5.7. It
     shall be the  responsibility  of each  Disposing  Stockholder  to determine
     whether any  transaction  to which it is a party is subject to this Section
     5.7.

     Section 5.8 Forced Sale.

          (a) On or after January 31, 2005,  either of (x) a Jordan  Majority or
     (y) a Summit  Majority  (each a  "Designating  Majority")  may at any time,
     initiate  the sale of the Company and its  Subsidiaries  as the sale of all
     the Stock of the Company,  a merger of the Company or its Subsidiaries or a
     sale of all the  assets of the  Company  and the  Subsidiaries  in one or a
     series of related transactions (a "Sale") in accordance with the provisions
     contained  in this  Section  5.8 by  delivery  of a sale  notice (the "Sale
     Notice") to the other Stockholders.

                                       18
<PAGE>

          (b) Within 15 days of delivery  of the Sale  Notice,  the  Designating
     Majority shall select a nationally  recognized investment banking firm (the
     "Selected  Investment  Bank")  to  consummate  the  Sale,  and as  soon  as
     practicable  thereafter,   the  Company  shall  execute  such  commercially
     reasonable  agreements  reasonably required by the Selected Investment Bank
     authorizing it to conduct the Sale; provided, that the Designating Majority
     and their Affiliates  shall receive no  consideration  from the Sale except
     the  consideration  arising  from  the  sale  realized  by the  Designating
     Majority  and its  Affiliates  in  their  capacities  as  Stockholders  and
     one-half of any amounts due and owing under the Management Agreement.

          (c) As soon as practicable  thereafter,  the Selected  Investment Bank
     shall   prepare  an   offering   memorandum   or  circular  or  such  other
     documentation  as may reasonably be required to conduct the Sale (the "Sale
     Documents"). The Company and the Stockholders agree to provide the Selected
     Investment Bank with any and all records,  documents and other  information
     reasonably requested by the Selected Investment Bank in connection with the
     Sale and preparation of the Sale Documents.

          (d)  As  soon  as  practicable  after  the  preparation  of  the  Sale
     Documents,  the Selected  Investment  Bank shall  deliver them to potential
     purchasers  and upon  receipt of proposals  from  potential  purchasers,  a
     majority of the Jordan  Directors  and a majority  of the Summit  Directors
     shall select the purchaser.

          (e) Upon  completion of negotiations by designees of a majority of the
     Jordan  Directors  and a majority  of the Summit  Directors  of a letter of
     intent  or  similar  documents  for the Sale (or if the Sale is going to be
     consummated in more than one transaction, upon completion of each letter of
     intent or similar document for such a transaction) containing pricing terms
     and proposed transaction  structure, a majority of the Jordan Directors and
     a majority of the Summit  Directors  shall, if the  transaction  involves a
     sale or  transaction  by the  Company,  deliver  a notice  to the  Board of
     Directors,  which  notice  shall  contain a copy of the letter of intent or
     similar document, and the Stockholders authorized to appoint members to the
     Board of Directors  shall cause the members  designated  by them to approve
     the  transaction.  Upon  negotiation  of  definitive  terms of the Sale,  a
     majority of the Jordan  Directors  and a majority  of the Summit  Directors
     shall provide to the  Stockholders a summary of the  definitive  terms or a
     copy of the definitive  documentation and notify the Stockholders of a date
     of  a  meeting  to  approve  the  transaction.  If a  Designating  Majority
     structures  the Sale as a sale of the Stock of the  Company and the Sale is
     conducted as described above, then each other Stockholder shall be required
     to  transfer  to the  purchaser  all of its  shares  of Stock  and shall be
     required to represent and warrant as to (i) the ownership of its Stock that
     is to be transferred, free and clear of all liens, claims and encumbrances,
     (ii) its power and authority to effect such transfer and (iii) such matters
     pertaining  to compliance  with  securities  laws and such other  customary
     representations  and  warranties as the proposed  transferee may reasonably
     require;  provided,  however,  that the liability of each  Stockholder with
     respect to breaches of the foregoing  representations  and warranties shall
     be  several  and  shall  not  exceed  the  net  proceeds  received  by such
     Stockholder in connection with such Sale. Each Stockholder  shall take such
     other actions as may be reasonably required and otherwise cooperate in good
     faith in connection with  consummating any transfer in accordance with this
     Section 5.8. No Stockholder  shall have any dissenter's or appraisal rights
     with respect to Stock required to be sold in any  transaction  described in
     this Section 5.8.

          (f)  The  closing  of  the  Sale  shall  be  consummated  as  soon  as
     practicable.  Such  closing  shall  occur at the head office of the Company
     unless otherwise agreed,  and, at such closing,  the Stockholders  agree to
     take  all  necessary  and  appropriate   actions   (including   making  the
     representations  and warranties  described in Section 5.8(e)) to consummate
     the Sale. No Stockholder  (other than Management  Investors)  shall receive
     any  consideration  from the Sale  except for the pro rata  purchase  price
     attributable  to the number of shares of Stock owned at the closing by such
     stockholder or any amounts due and owing under the TJC Management Agreement
     and any amounts repaid in respect of ordinary course  indebtedness  owed to
     such Stockholder.

                                       19
<PAGE>

          Section  5.9 Sale of the  Company.  If at any time the  holders  of at
     least 66 2/3% of the outstanding  Common Stock (the "Two-Thirds  Majority")
     shall  determine  to  sell  or  exchange  (in  a  business  combination  or
     otherwise)  all of  their  shares  of  Stock  in a bona  fide  arm's-length
     transaction to an unaffiliated third party purchaser (which transaction may
     be accomplished  by sale or merger),  then, upon the written request of the
     Two-Thirds  Majority,  each other  Stockholder  shall be obligated  to, and
     shall, (a) sell, transfer and deliver or cause to be sold,  transferred and
     delivered  to such third  party  purchaser,  all Stock owned by them at the
     same  price  per  share  and on the  same  terms as are  applicable  to the
     Two-Thirds  Majority and shall be required to  represent  and warrant as to
     (i) the ownership of its Stock that is to be transferred, free and clear of
     all liens, claims and encumbrances,  (ii) its power and authority to effect
     such  transfer  and  (iii)  such  matters  pertaining  to  compliance  with
     securities  laws as the  proposed  third  party  purchaser  may  reasonably
     require  and (b)  execute  any  consents  and  approvals  requested  by the
     Two-Thirds   Majority,   including   shareholder  consents  required  under
     applicable  Law. Each  Stockholder  shall take such other actions as may be
     reasonably  required and  otherwise  cooperate in good faith in  connection
     with  consummating  any  transfer in  accordance  with this Section 5.9. No
     Stockholder  shall have any dissenter's or appraisal rights with respect to
     Stock required to be sold in any transaction described in this Section 5.9.


                                   ARTICLE VI

                               Registration Rights

     Section 6.1 Demand Registrations.

          (a) At any time and from time to time, the Institutional  Investors or
     the  Summit  Investors  (the  party  making  such  request,  a  "Requesting
     Stockholder")  shall have the right to make a request  in writing  that the
     Company effect the registration  under the Securities Act of all or part of
     such Holders' Registrable Securities,  specifying in the request the number
     and type of Registrable Securities to be registered by each such holder and
     the intended  method of  disposition  thereof  (such notice is  hereinafter
     referred to as a "Holder Request").  The number of such requests under this
     Section 6.1 shall not exceed  three.  Upon receipt of such Holder  Request,
     the  Company  will   promptly  give  written   notice  of  such   requested
     registration  to all other Holders of Registrable  Securities,  which other
     Holders shall have the right to include the Registrable  Securities held by
     them in such  registration and thereupon the Company will, as expeditiously
     as  possible,  use its best  efforts to effect the  registration  under the
     Securities Act of:

               (i) the  Registrable  Securities  which the  Company  has been so
          requested to register by such Requesting Stockholders; and

               (ii) all other Registrable  Securities which the Company has been
          requested to register by any other holder  thereof by written  request
          given to the Company  within 15 days after the giving of such  written
          notice by the Company (which request shall specify the intended method
          of  disposition  of such  Registrable  Securities),  all to the extent
          necessary to permit the  disposition  (in accordance with the intended
          methods thereof as aforesaid) of the  Registrable  Securities so to be
          registered; provided, however, that the Company shall not be obligated
          to file a registration  statement relating to any Holder Request under
          this Section 6.1(a):

               (x) unless the  Company  shall have  received  requests  for such
          registration  with  respect  to at least  20% of the  shares of Common
          Stock then outstanding  with respect to the first Holder Request,  and
          unless the aggregate  purchase price of the Registrable  Securities to
          be included in requested registration  (determined by reference to the
          offering price on the cover of the registration  statement proposed to
          be filed) is greater than or equal to $15 million; provided,  further,
          that the Company shall notify all holders of Registrable Securities of
          the receipt of a Holder Request;

               (y)  within  a  nine-month  period   immediately   following  the
          effective  date of a registration  previously  effected by the Company
          pursuant to this Section 6.1; and

               (z) if the  Company  is then  diligently  proceeding  to effect a
          registration  commenced  by the  Company  under  Section 6.2 or if the
          Company within 30 days after receipt of the Holder Request  delivers a
          notice under Section 6.2(a).

                                       20
<PAGE>

               provided, further, however, that the Company may postpone for not
          more than 90 days,  on one occasion  only with respect to each request
          for  registration  made  under  this  Section  6.1(a),  the  filing or
          effectiveness of a registration statement under this Section 6.1(a) if
          the  Company  and a  majority  of  the  Jordan  Investors  and  Summit
          Investors agree that such registration could reasonably be expected to
          have a material adverse effect on any proposal or plan by the Company,
          including  any  financing  proposal or plan or any proposal or plan to
          engage in any acquisition of assets (other than in the ordinary course
          of  business)  or any merger,  consolidation,  tender offer of similar
          transaction then under consideration;  provided,  that in the event of
          (x), (y) or such postponement,  the holders of Registrable  Securities
          initiating  the  request  for such  registration  will be  entitled to
          withdraw  such  request,   and  if  such  request  is  withdrawn  such
          registration  will  not  count as one of the  permitted  registrations
          under  this  Section  6.1.  In any  event,  the  Company  will pay all
          Registration  Expenses in connection with any  registration  initiated
          under this Section 6.1.

               (b) If the Company  proposes to effect a  registration  requested
          pursuant to this Section 6.1 by the filing of a registration statement
          on Form S-3 (or any similar short-form  registration  statement),  the
          Company will comply with any request by the Managing  Underwriter  (as
          defined in  subsection  (e),  below) to effect  such  registration  on
          another  permitted  form  if such  Managing  Underwriter  advises  the
          Company that, in its opinion,  the use of another form of registration
          statement is of material importance of such proposed offering.

               (c) A registration  requested pursuant to Section 6.1(a) will not
          be deemed  to have  been  effected  unless  it has  become  effective;
          provided,  that if after it has  become  effective,  the  offering  of
          Registrable  Securities  pursuant to such  registration  is interfered
          with by any stop order,  injunction or other order or  requirement  of
          the   Commission  or  other   governmental   agency  or  court,   such
          registration will be deemed not to have been effected.

               (d) The Company will pay all Registration  Expenses in connection
          with each of the registrations of Registrable  Securities  effected by
          it pursuant to this Section 6.1.

               (e) The Requesting  Stockholders  shall have the right,  with the
          approval  of  the  Company,   to  select  the  investment  banker  (or
          investment bankers) that shall manage the offering (collectively,  the
          "Managing Underwriter").

               (f) In connection with any offering pursuant to this Section 6.1,
          the  only  shares  that  may be  included  in  such  offering  are (i)
          Registrable  Securities,  and (ii) shares of  authorized  but unissued
          Class A Common  Stock  that the  Company  elects  to  include  in such
          offering ("Company Securities").

               (g) If in connection with any Underwritten  Offering  pursuant to
          this  Section 6.1 the  Managing  Underwriter  shall advise the Company
          that, in its judgment, the number of shares proposed to be included in
          such  offering  is such as to  materially  and  adversely  affect  the
          success of the offering, then the Company will promptly so advise each
          Holder of Registrable Securities that has requested registration,  and
          shares shall be excluded  from such  offering in the  following  order
          until the number of shares to be  included in such  offering  has been
          reduced to a level acceptable to the Managing Underwriter: any Company
          Securities requested to be registered, if any, shall be excluded until
          all such Registrable Securities have been excluded; and thereafter the
          Registrable  Securities  requested to be registered by the  Management
          Stockholders,  if any,  shall  be  excluded  pro rata  until  all such
          Registrable   Securities  have  been  excluded;   and  thereafter  the
          Registrable  Securities  requested by any other holders of Registrable
          Securities to be included in such offering shall be excluded pro rata,
          based on the respective  number of Registrable  Securities as to which
          registration  has been so requested by such Persons;  provided,  that,
          the  registration  of  any  of  the  Registrable   Securities  of  the
          Institutional  Investors shall count as one of the permitted  requests
          for   registration   pursuant   to  this   Section  6.1  only  if  the
          Institutional  Investors making requests are able to register and sell
          all of the  Registrable  Securities  requested  to be included in such
          registration by such Institutional Investors.

                                       21
<PAGE>

               (h) If any  shares  of  Class  A  Common  Stock  requested  to be
          included  in a  sale  pursuant  to  this  Section  6.1  shall  not  be
          outstanding but shall be issuable upon conversion of shares of Class B
          Common Stock which are  outstanding,  then the holders thereof and the
          Company  shall take all  actions  necessary  in order to convert  such
          shares of Class B Common Stock into, shares of Class A Common Stock in
          order to effect  such  sale.  If any  shares  of Class A Common  Stock
          requested to be included in a sale  pursuant to this Section 6.1 shall
          not be outstanding  but shall be issuable upon conversion of shares of
          Class C Common  Stock  which  are  outstanding,  then  the  Management
          Investors and the Company shall take all actions necessary in order to
          convert  such  shares of Class C Common  Stock into  shares of Class A
          Common Stock in order to effect such sale.

     Section 6.2 Piggyback Registrations.

          (a) If the Company at any time  proposes to register any of its equity
     securities  under the Securities Act (other than a registration on Form S-4
     or S-8 or  any  successor  forms  thereto  and  other  than  pursuant  to a
     registration  under  Section  6.1),  whether  or not for  sale  for its own
     account,  on a form and in a  manner  that  would  permit  registration  of
     Registrable  Securities for sale to the public under the Securities Act, it
     will give prompt written notice to all holders of Registrable Securities of
     its intention to do so,  describing such securities and specifying the form
     and  manner  and  the  other  relevant  facts  involved  in  such  proposed
     registration  (including,  without  limitation,  (x)  whether  or not  such
     registration  will  be in  connection  with  an  underwritten  offering  of
     Registrable Securities and, if so, the identity of the Managing Underwriter
     and whether  such  offering  will be pursuant to a "best  efforts" or "firm
     commitment"  underwriting  and  (y)  the  price  (net  of any  underwriting
     commissions,  discounts and the like) at which the  Registrable  Securities
     are reasonably  expected to be sold).  Upon the written request of any such

                                       20
<PAGE>

     holder  delivered  to the  Company  within 30 days after the receipt of any
     such  notice  (which  request  shall  specify  the  Registrable  Securities
     intended  to be  disposed  of by such  holder  and the  intended  method of
     disposition  thereof),  the  Company  will use best  efforts  to effect the
     registration under the Securities Act of all of the Registrable  Securities
     that the Company has been so  requested  to  register;  provided,  however,
     that:

               (i) If,  at any time  after  giving  such  written  notice of its
          intention to register any  securities  and prior to the effective date
          of  the   registration   statement   filed  in  connection  with  such
          registration,  the  Company  shall  determine  for any  reason  not to
          register  such  securities,  the Company  may, at its  election,  give
          written  notice of such  determination  to each holder of  Registrable
          Securities  who made a request as  hereinabove  provided and thereupon
          the  Company  shall be  relieved of its  obligation  to  register  any
          Registrable  Securities in connection with such  registration (but not
          from its  obligation  to pay the  Registration  Expenses in connection
          therewith),   without  prejudice,  however,  to  the  rights,  of  the
          Institutional  Investors to request that such registration be effected
          as a registration under Section 6.1.

               (ii) If such registration involves an Underwritten  Offering, all
          holders of  Registrable  Securities  requesting  to be included in the
          Company's  registration must sell their Registrable  Securities to the
          underwriters  selected by the Company on the same terms and conditions
          as apply to the Company.

               Except as expressly  provided  herein,  no registration  effected
          under this Section 6.2 shall relieve the Company of its  obligation to
          effect registration upon request under Section 6.1.

               (b) The Company shall not be obligated to effect any registration
          of  Registrable  Securities  under this Section 6.2  incidental to the
          registration  of any of  its  securities  solely  in  connection  with
          mergers, acquisitions, exchange offers, dividend reinvestment plans or
          stock option or other employee benefit plans.

               (c) If the Company  registers  any of its equity  securities,  it
          shall use a form (other than Form S-4 or S-8, or any  successor  form)
          that would permit holders of Registrable  Securities to exercise their
          rights set forth in this  Section  6.2  unless (i) the  failure to use
          another  form would create a material  disadvantage  to the Company or
          (ii) the transaction  contemplated by the Company is a transaction for
          which Form S-4, Form S-8 or any such  successor  form is  specifically
          applicable.

               (d) The  Registration  Expenses  incurred in connection with each
          registration  of  Registrable  Securities  requested  pursuant to this
          Section 6.2 shall be paid by the Company.

               (e) If a  registration  pursuant to this  Section 6.2 involves an
          Underwritten  Offering and the Managing Underwriter advises the issuer
          that, in its opinion, the number of securities proposed to be included
          in such registration is such as to materially and adversely affect the
          success  of such  offering,  then the  Company  will  include  in such
          registration  (i) first,  the securities the Company proposes to sell,
          (ii) second,  the number of  Registrable  Securities  requested by any
          Stockholders to be included in such registration  that, in the opinion
          of such Managing Underwriter, can be sold, such amount to be allocated
          among all such  Stockholders  pro rata on the basis of the  respective
          number of Registrable  Securities each such holder has requested to be
          included in such registration;  provided,  however, that no securities
          (other  than  securities  being sold by the  Company  and  Registrable
          Securities)  shall be included in such  offering  unless and until all
          Registrable Securities have been included.

               (f) In connection with any Underwritten  Offering with respect to
          which  holders  of   Registrable   Securities   shall  have  requested
          registration  pursuant to this Section 6.2, the Company shall have the
          right to select the Managing Underwriter with respect to the offering;
          provided,  that such Managing Underwriter is reasonably  acceptable to
          the holders of a majority of the Registrable  Securities  requested to
          be sold in such Underwritten Offering.



                                       22
<PAGE>

               (g) If any  shares  of  Class  A  Common  Stock  requested  to be
          included  in a  sale  pursuant  to  this  Section  6.2  shall  not  be
          outstanding but shall be issuable upon conversion of shares of Class B
          Common Stock which are  outstanding,  then the Holders thereof and the
          Company  shall take all  actions  necessary  in order to convert  such
          shares of Class B Common  Stock into shares of Class A Common Stock in
          order to effect  such  sale.  If any  shares  of Class A Common  Stock
          requested to be included in a sale  pursuant to this Section 6.2 shall
          not be outstanding  but shall be issuable upon conversion of shares of
          Class C Common  Stock  which  are  outstanding,  then  the  Management
          Investors and the Company shall take all actions necessary in order to
          convert  such  shares of Class C Common  Stock into  shares of Class A
          Common Stock in order to effect such sale.

     Section 6.3 Registration Procedures.

          (a) If and whenever the Company is required to effect the registration
     of any Registrable  Securities under the Securities Act as provided in this
     Agreement, the Company will, as expeditiously as possible:

               (i) Prepare and, in any event within 90 days after the end of the
          period  within  which  requests for  registration  may be given to the
          Company   (or,  in  the  event  that  the  Company  has   postponed  a
          registration  statement  pursuant to Section 6.1(a), not later than 30
          days after the date to which the Company  postponed such  registration
          statement),  file with the  Commission a  registration  statement with
          respect to such  Registrable  Securities  and use its best  efforts to
          cause such  registration  statements  to become and remain  effective;
          provided, that before filing a registration statement or prospectus or
          any amendments or supplements thereof, the Company will furnish to (i)
          the  counsel  selected  by the  holders of a majority of the number of
          shares of Registrable Securities owned by the Institutional  Investors
          and (ii) the  counsel  selected by holders of a majority of the number
          of  shares  of the  Registrable  Securities  to be  included  in  such
          registration  (other than those held by the Institutional  Investors),
          copies of all such documents proposed to be filed.

               (ii)  Prepare  and  file  with  the  Commission  such  amendments
          (including   post-effective   amendments)   and  supplements  to  such
          registration statement and the prospectus used in connection therewith
          as may be necessary to keep such registration  statement effective and
          to comply with the  provisions of the  Securities  Act with respect to
          the disposition of all equity securities  covered by such registration
          statement  until such time as all of such equity  securities have been
          disposed of in accordance with the intended  methods of disposition by
          the  seller  or  sellers  thereof  set  forth  in  such   registration
          statement.

               (iii)  Furnish to each  holder of  Registrable  Securities  to be
          included in such registration, without charge, (A) a copy of the order
          of  the   SEC   declaring   such   registration   statement   and  any
          post-effective amendment thereto effective, (B) such reasonable number
          of conformed  copies of such  registration  statement and of each such
          amendment and supplement thereto (in each case including any documents
          incorporated  therein  by  reference  and  all  exhibits),   (C)  such
          reasonable  number  of  copies  of the  prospectus  included  in  such
          registration  statement (including such preliminary prospectus and any
          summary  prospectus),  in  conformity  with  the  requirements  of the
          Securities  Act,  and (D) such  other  documents  as such  seller  may
          reasonably  request  in order to  facilitate  the  disposition  of the
          Registrable Securities owned by such holder.

               (iv) Use its best efforts to register or qualify such Registrable
          Securities  covered by such  registration  statement  under such other
          securities or blue sky laws of such jurisdictions as each seller shall
          reasonably  request,  keep each such registration or qualification (or
          exemption  therefrom)  effective until such time as all of such equity
          securities  have been  disposed  of in  accordance  with the  intended
          methods of disposition  by the seller or sellers  thereof set forth on
          such  registration  statement and do any and all other acts and things
          that may be reasonably necessary or advisable to enable such seller to
          consummate the disposition of the Registrable Securities owned by such
          seller, in such  jurisdictions,  except that the Company shall not for
          any such  purpose  be  required  (A) to qualify  to do  business  as a
          foreign  corporation  in any  jurisdiction  where  it is not  then  so
          qualified,  or (B) to take any action that would subject it to general
          or unlimited service of process in any such  jurisdiction  where it is
          not then so subject.

                                       23
<PAGE>

               (v) Use its best  efforts  to cause such  Registrable  Securities
          covered  by  such  registration  statement  to be  registered  with or
          approved by such other governmental  agencies or authorities as may be
          necessary to enable the seller or sellers  thereof to  consummate  the
          disposition  of  such  Registrable   Securities  and  keep  each  such
          registration  or  approval  effective  until  such time as all of such
          equity  securities  have  been  disposed  of in  accordance  with  the
          intended  methods of disposition by the seller or sellers  thereof set
          forth in such registration statement.

               (vi)  Immediately  notify each seller of  Registrable  Securities
          covered by such registration  statement, at any time when a prospectus
          relating  thereto is required to be delivered under the Securities Act
          of any event the happening of which results in the prospectus included
          in such  registration  statement,  including an untrue  statement of a
          material  fact or omitting to state any material  fact  required to be
          stated  therein  or  necessary  to make  the  statements  therein  not
          misleading in the light of the  circumstances  then existing,  and, at
          the  request of any such  seller,  prepare  and  deliver a  reasonable
          number of copies of an amended or  supplemental  prospectus  as may be
          necessary so that, as thereafter  delivered to the  purchasers of such
          Registrable  Securities,  such prospectus  shall not include an untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the  statements  therein not
          misleading in the light of the circumstances then existing.

               (vii) Otherwise  comply with all applicable rules and regulations
          of the  Commission  and  make  generally  available  to  its  security
          holders,  in each case as soon as  practicable,  but not later than 45
          days after the close of the period  covered  thereby  (90 days in case
          the period covered  corresponds  to a fiscal year of the Company),  an
          earnings statement of the Company which will satisfy the provisions of
          Section 11(a) of the Securities Act.

               (viii) Use its best efforts in cooperation  with the underwriters
          to list such  Registrable  Securities on each  securities  exchange of
          which  equity   securities  of  the  Company  are  listed  or  as  the
          underwriters may reasonably designate.

               (ix)  Provide  a  transfer  agent  and  registrar  for  all  such
          Registrable  Securities  not  later  than the  effective  date of such
          registration statement.

               (x) Make  available for  inspection by any seller of  Registrable
          Securities,  any underwriter participating in any disposition pursuant
          to such registration  statement and any attorney,  accountant or other
          agent  retained by any such seller or  underwriter,  all financial and
          other  records,  pertinent  corporate  documents and properties of the
          Company  and its  Subsidiaries,  and  cause  the  Company's  officers,
          directors,   employees  and  independent  accountants  to  supply  all
          information  reasonably  requested  by any such  seller,  underwriter,
          attorney,  accountant  or agent in connection  with such  registration
          statement.

               (xi) Permit any holder of Registrable Securities which holder, in
          its sole and exclusive judgment,  might be deemed to be an underwriter
          or a  controlling  person  of  the  Company,  to  participate  in  the
          preparation  of  such  registration  or  comparable  statement  and to
          require the insertion therein of material, furnished to the Company in
          writing,  that  in the  reasonable  judgment  of such  holder  and its
          counsel should be included.

               (xii) Use its best  efforts to prevent  the  issuance of any stop
          order suspending the effectiveness of such registration  statement, or
          of  any  order  suspending  or  preventing  the  use  of  any  related
          prospectus  or  suspending  the   qualification   (or  exemption  from
          qualification) of any equity securities  included in such registration
          statement for sale in any jurisdiction,  and, if such order is issued,
          use its best  efforts  to obtain the  withdrawal  of such order at the
          earliest possible moment.

               (xiii) In the event the offering is an Underwritten Offering, use
          its  best  efforts  to  obtain  a  "cold  comfort"   letter  from  the
          independent  public  accountants for the Company in customary form and
          covering such matters of the type customarily  covered by such letters
          as (i) the Institutional  Investors  participating in such offering or
          (ii) the  sellers of a majority  (by number of shares) of any class of
          such  Registrable  Securities  (excluding  shares  being  sold  by the
          Institutional Investors) reasonably request.

                                       24
<PAGE>
               (xiv)  Enter  into such  agreements  (including  an  underwriting
          agreement in form, scope and substance as is customary in underwritten
          offerings)  and take all such other  actions in  connection  therewith
          (including those reasonably  requested by the holders of a majority of
          the  Registrable  Securities  being  sold)  in order  to  expedite  or
          facilitate the disposition of such securities and in such  connection,
          whether or not the registration is an underwritten  registration,  (a)
          make  such  representations  and  warranties  to the  holders  of such
          Registrable Securities in form, substance and scope as are customarily
          made by issuers to underwriters in underwritten  offerings and confirm
          the same if and when  requested;  and (b) deliver such  documents  and
          certificates  as may be  requested by the holders of a majority of the
          Registrable  Securities being sold, to evidence the continued validity
          of  the   representations  and  warranties  of  the  Company  and  its
          Subsidiaries  made  pursuant  to  clause  (a)  above  and to  evidence
          compliance with any customary conditions contained in the underwriting
          agreement or other agreement entered into by the Company.

               (xv)  Furnish to each seller a signed  counterpart,  addressed to
          the sellers, of:

                    (A) an  opinion  of  counsel  for  the  Company,  dated  the
               effective date of the registration statement, and

                    (B)  subject  to the  accountants  obtaining  the  necessary
               representations  as specified in Statement on Auditing  Standards
               No.  72, a  "comfort"  letter  signed by the  independent  public
               accountants who have certified the Company's financial statements
               included in the registration statement,

                    covering  substantially the same matters with respect to the
               registration statement (and the prospectus included therein) and,
               in the case of such accountants'  letter, with respect to changes
               subsequent  to the  date of  such  financial  statements,  as are
               customarily  covered  in  opinions  of  issuer's  counsel  and in
               accountants' letter delivered to the underwriters in underwritten
               public offerings of securities.

                    (xvi)  On  or  before   the   effective   date  of  a  shelf
               registration  (A) provide a CUSIP  number for each such  security
               and (B) provide the transfer agent with printed  certificates for
               the  Registrable  Securities,  which are in a form  eligible  for
               deposit with DTC.

                    If any such  registration or comparable  statement refers to
               any holder by name or otherwise  as the holder of any  securities
               of the Company and if in its sole and  exclusive  judgment,  such
               holder is or might be deemed  to be a  controlling  person of the
               Company,  such  holder  shall have the right to  require  (i) the
               insertion therein of language, in form and substance satisfactory
               to such holder and  presented  to the Company in writing,  to the
               effect that the holding by such holder of such  securities is not
               to be  construed  as a  recommendation  by  such  holder  of  the
               investment  quality of the Company's  securities  covered thereby
               and that such holding does not imply that such holder will assist
               in meeting any future financial  requirements of the Company,  or
               (ii) in the event that such  reference  to such holder by name or
               otherwise  is not required by the  Securities  Act or any similar
               Federal  statute then in force,  the deletion of the reference to
               such holder;  provided that with respect to this clause (ii) such
               holder shall furnish to the Company an opinion of counsel to such
               effect,   which   opinion   and  counsel   shall  be   reasonably
               satisfactory to the Company.

          (b) Each holder of Registrable  Securities  will,  upon receipt of any
     notice from the Company of the happening of any event of the kind described
     in Section 6.3(a)(vi), forthwith discontinue disposition of the Registrable
     Securities pursuant to the registration statement covering such Registrable
     Securities until such holder's receipt of the copies of the supplemented or
     amended prospectus contemplated by Section 6.3(a)(vi).

          (c) If a  registration  pursuant  to Section  6.1 or 6.2  involves  an
     Underwritten  Offering,  each  holder  of  Registrable  Securities  agrees,
     whether or not such holder's  Registrable  Securities  are included in such
     registration,  not to effect any public sale or distribution,  other than a
     sale  pursuant to Rule 144 under the  Securities  Act,  of any  Registrable
     Securities,  or  of  any  security  convertible  into  or  exchangeable  or
     exercisable  for any  Registrable  Securities  (other  than as part of such
     Underwritten  Offering),  without the consent of the Managing  Underwriter,
     during a period  commencing  seven days before and ending 180 days (or such
     lesser  number  as the  Managing  Underwriter  shall  designate)  after the
     effective date of such registration.


                                       25
<PAGE>

          (d) If a  registration  pursuant  to Section  6.1 or 6.2  involves  an
     Underwritten  Offering,  the Company agrees, if so required by the Managing
     Underwriter,  not to effect any public sale or  distribution  of any of its
     equity or debt  securities,  as the case may be, or securities  convertible
     into  or  exchangeable  or  exercisable  for  any of  such  equity  or debt
     securities,  as the case may be,  during a  period  commencing  seven  days
     before  and  ending  180  days  (or  such  lesser  number  as the  Managing
     Underwriter shall designate) after the effective date of such registration,
     except for such Underwritten  Offering or except in connection with a stock
     option  plan,  stock  purchase  plan,   savings  or  similar  plan,  or  an
     acquisition, merger or exchange offer.

          (e) If a  registration  pursuant  to Section  6.1 or 6.2  involves  an
     Underwritten  Offering,  any holder of Registrable Securities requesting to
     be  included  in such  registration  may elect,  in  writing,  prior to the
     effective date of the registration  statement filed in connection with such
     registration,  not to register  such  securities  in  connection  with such
     registration,  unless  such  holder  has  agreed  with the  Company  or the
     Managing Underwriter to limit its rights under this Section 6.3.

          (f) It is understood that in any Underwritten  Offering in addition to
     any shares of Common Stock (the  "initial  shares") the  underwriters  have
     committed  to  purchase,   the   underwriting   agreement   may  grant  the
     underwriters  an option to purchase up to a number of additional  shares of
     authorized but unissued shares of Common Stock (the "option  shares") equal
     to 15% of the initial  shares (or such other maximum amount as the NASD may
     then  permit),  solely to cover  over-allotments.  Shares  of Common  Stock
     proposed to be sold by the Company and the other sellers shall be allocated
     between  initial  shares and option  shares as agreed or, in the absence of
     agreement,  pursuant to Section  6.1(h) or 6.2(c),  as the case may be. The
     number of initial shares and option shares to be sold by requesting holders
     shall be  allocated  pro rata  among all such  holders  on the basis of the
     relative  number of  shares  of  Registrable  Securities  included  in such
     registration for each such Holder subject to any reduction in the number of
     shares to be sold pursuant to the terms of this Agreement.

          (g)  Notwithstanding  anything in this Article VI to the contrary,  in
     lieu of  converting  any  share of  Class B Common  Stock or Class C Common
     Stock into Class A Common Stock prior to or simultaneously  with the filing
     or the  effectiveness of any registration  statement filed pursuant to this
     Article VI, the holder of such Class B Common Stock or Class C Common Stock
     may  sell  such  Class B  Common  Stock  or  Class C  Common  Stock  to the
     underwriter of the offering being  registered  upon the undertaking of such
     underwriter  to convert  such Class B Common  Stock or Class C Common Stock
     before making any distribution pursuant to such registration  statement and
     to include the Class A Common Stock issued upon such  conversion  among the
     securities  being  offered  pursuant to such  registration  statement.  The
     Company  agrees to cause such Class A Common Stock to be included among the
     securities  being  offered  pursuant to such  registration  statement to be
     issued within such time as will permit the underwriter to make and complete
     the distribution contemplated by the underwriting.

     Section 6.4 Indemnification.

          (a) In the event of any  registration of any securities of the Company
     under the  Securities Act pursuant to Section 6.1 or 6.2, the Company will,
     and it  hereby  agrees  to,  indemnify  and hold  harmless,  to the  extent
     permitted by law, each seller of any Registrable Securities covered by such
     registration statement,  its directors and officers,  employees,  agents or
     general and limited  partners,  each other  Person who  participates  as an
     underwriter  in the  offering  or sale of such  securities  and each  other
     Person, if any, who controls such seller or any such underwriter within the
     meaning of the Securities Act, as follows:

               (i) against any and all loss, liability, claim, damage or expense
          whatsoever  including,  without limitation,  expenses  contemplated by
          clause (a)(iii) below (collectively, "Losses") arising out of or based
          upon an untrue  statement  or alleged  untrue  statement of a material
          fact  contained in any  registration  statement  (or any  amendment or
          supplement thereto),  including all documents  incorporated therein by
          reference, or the omission or alleged omission therefrom of a material
          fact required to be stated therein or necessary to make the statements
          therein  not  misleading,  or arising  out of an untrue  statement  or
          alleged  untrue   statement  of  a  material  fact  contained  in  any
          preliminary  prospectus or prospectus  (or any amendment or supplement
          thereto) or the omission or alleged  omission  therefrom of a material
          fact necessary in order to make the statements therein not misleading;

                                       26
<PAGE>

               (ii)  against  any and all Losses to the extent of the  aggregate
          amount paid in  settlement  of any  litigation,  or  investigation  or
          proceeding  by  any   governmental   agency  or  body,   commenced  or
          threatened,  or of any claim  whatsoever  based  upon any such  untrue
          statement  or  omission,  or any  such  alleged  untrue  statement  or
          omission,  if such  settlement is effected with the written consent of
          the Company; and

               (iii) against any and all expense reasonably  incurred by them in
          connection  with  investigating,  preparing or  defending  against any
          litigation,  or investigation or proceeding by any governmental agency
          or body,  commenced or threatened,  or any claim whatsoever based upon
          any such untrue  statement  or omission,  or any such  alleged  untrue
          statement or omission, to the extent that any such expense is not paid
          under subparagraph (i) or (ii) above;

               provided,  however,  that  this  indemnity  does not apply to any
          Loss,  to the extent  arising  out of an untrue  statement  or alleged
          untrue statement or omission or alleged omission made in reliance upon
          and in conformity with written information furnished to the Company by
          or on behalf of any such seller or  underwriter  expressly  for use in
          the  preparation  of any  registration  statement  (or  any  amendment
          thereto) or any preliminary prospectus or prospectus (or any amendment
          or supplement thereto);  and provided,  further, that the Company will
          not be liable to any Person who  participates as an underwriter in the
          offering or sale of  Registrable  Securities or any other  Person,  if
          any,  who  controls  such  underwriter   within  the  meaning  of  the
          Securities  Act, under the indemnity  agreement in this Section 6.4(a)
          with respect to any  preliminary  prospectus  or final  prospectus  or
          final  prospectus as amended or  supplemented,  as the case may be, to
          the  extent  that any such  Loss of such  underwriter  or  controlling
          Person results from the fact that such  underwriter  sold  Registrable
          Securities  to a Person to whom  there  was not sent or  given,  at or
          prior to the written  confirmation  of such sale,  a copy of the final
          prospectus or of the final prospectus as then amended or supplemented,
          whichever  is most  recent,  if the Company has  previously  furnished
          copies thereof to such  underwriter.  Such  indemnity  shall remain in
          full force and effect  regardless of any  investigation  made by or on
          behalf  of such  seller  or any such  director,  officer,  general  or
          limited  partner,   investment   advisor  or  agent,   underwriter  or
          controlling  Person and shall survive the transfer of such  securities
          by such seller.

          (b)  The  Company  may  require,  as  a  condition  to  including  any
     Registrable  Securities in any  registration  statement filed in accordance
     with  Section  6.1  or  6.2,  that  the  Company  shall  have  received  an
     undertaking  reasonably  satisfactory to it from the prospective  seller of
     such  Registrable  Securities  or any  underwriter,  to indemnify  and hold
     harmless (in the same manner and to the same extent as set forth in Section
     6.4(a)) the Company with respect to any  statement or alleged  statement in
     or omission  or alleged  omission  from such  registration  statement,  any
     preliminary,   final  or  summary  prospectus  contained  therein,  or  any
     amendment or supplement, if such statement or alleged statement or omission
     or  alleged  omission  was made in  reliance  upon and in  conformity  with
     written information furnished to the Company by or on behalf of such seller
     or underwriter  specifically  stating that it is for use in the preparation
     of such registration statement, preliminary, final or summary prospectus or
     amendment  or  supplement.  Such  indemnity  shall remain in full force and
     effect regardless of any investigation  made by or on behalf of the Company
     or any such director,  officer or controlling  Person and shall survive the
     transfer of such securities by such seller.  In that event, the obligations
     of the Company  and such  sellers  pursuant  to this  Section 6.4 are to be
     several and not joint;  provided,  however, that with respect to each claim
     pursuant to this Section  6.4(b),  the Company shall be liable for the full
     amount of such claim,  and each such seller's  liability under this Section
     6.4  shall  be  limited  to an  amount  equal  to the net  proceeds  (after
     deducting the underwriting  discount and expenses)  received by such seller
     from the sale of  Registrable  Securities  held by such seller  pursuant to
     this Agreement.

          (c)  Promptly  after  receipt by an  indemnified  party  hereunder  of
     written notice of the commencement of any action or proceeding  involving a
     claim  referred to in this Section 6.4, such  indemnified  party will, if a
     claim in respect thereof is to be made against an indemnifying  party, give
     written  notice  to such  indemnifying  party of the  commencement  of such
     action;  provided,  however,  that the failure of any indemnified  party to
     give notice as provided herein shall not relieve the indemnifying  party of
     its  obligations  under this Section 6.4, except to the extent (but only to
     the  extent)  that a court  of  competent  jurisdiction  determines  (which
     determination  is not subject to appeal) (not  including any such notice of

                                       27
<PAGE>

     an underwriter) that the indemnifying party has been materially  prejudiced
     by such failure to give notice.  In case any such action is brought against
     an  indemnified  party,  unless  in  such  indemnified  party's  reasonable
     judgment a conflict of interest  between such  indemnified and indemnifying
     parties may exist in respect of such claim (in which case the  indemnifying
     party shall not be liable for the fees and  expenses of more than two firms
     of counsel in addition to appropriate local counsel, one each chosen by (1)
     the  Holders  of a  majority  (by  number  of  shares)  of the  Registrable
     Securities  owned by the  Institutional  Investors  to be  included  in any
     Registration  Statement  and (2) a  majority  (by  number of shares) of the
     sellers of Registrable Securities (other than the Institutional Investors),
     or more than one firm of counsel for the  underwriters  in connection  with
     any  one  action  or  separate  but  similar  or  related   actions),   the
     indemnifying  party  will be  entitled  by  giving  written  notice  of its
     intention  to do so within 20 days of the date it  receives  motion of such
     claim  from the  indemnified  party to  participate  in and to  assume  the
     defense  thereof,   jointly  with  any  other  indemnifying  party  similar
     notified,   to  the  extent  that  it  may  wish  with  counsel  reasonably
     satisfactory  to  such  indemnified   party,  and  after  notice  from  the
     indemnifying  party to such indemnified  party of its election so to assume
     the  defense  thereof,  the  indemnifying  party will not be liable to such
     indemnified party for any legal or other expenses  subsequently incurred by
     such indemnifying  party in connection with the defense thereof unless: (i)
     the Company agrees to pay such fees and expenses; or (ii) the Company fails
     promptly  to  assume  the  defense  of such  Proceeding  or fails to employ
     counsel  satisfactory to such indemnified party; or (iii) the named parties
     to any such proceeding  (including any impleaded parties) include both such
     indemnified party and the Company or an Affiliate of the Company, and there
     may be one or more defenses available to such indemnified party that are in
     addition to, or in conflict  with,  those  available to the Company or such
     Affiliate or controlling  person (in which case, if such indemnified  party
     notifies the Company in writing that it elects to employ  separate  counsel
     at the  expense of the  Company,  the  Company  shall not have the right to
     assume the defense of such Proceeding on behalf of such indemnified party),
     it being  understood,  however,  that the Company  shall not, in connection
     with any one such  proceeding  or  separate  but  substantially  similar or
     related  proceedings  in the  same  jurisdiction  arising  out of the  same
     general  allegations or circumstances,  be liable for the fees and expenses
     of more than one separate  firm of  attorneys  (together  with  appropriate
     local  counsel)  at any time  for such  indemnified  party  unless,  in the
     reasonable  judgment of an  indemnified  party,  a conflict of interest may
     exist between such indemnified  party and any other  indemnified party with
     respect to such proceeding,  in which event the Company shall be liable for
     the fees and expenses of such additional counsel.

          (d) The  Company  and each  seller  of  Registrable  Securities  shall
     provide for the foregoing indemnity (with appropriate modifications) in any
     underwriting  agreement with respect to any required  registration or other
     qualification of securities under any federal or state law or regulation of
     any governmental authority.

     Section  6.5  Contribution.  In order  to  provide  for just and  equitable
contribution in circumstances under which the indemnity  contemplated by Section
6.4 is for any reason not available (or not sufficient to hold such  indemnified
party  harmless),  the parties  required to indemnify by the terms thereof shall
contribute  to the  aggregate  Losses  incurred  by the  indemnified  party.  In
determining  the amounts which the respective  parties shall  contribute,  there
shall be  considered  the  relative  benefits  received  by each  party from the
offering of the Registrable  Securities  (taking into account the portion of the
proceeds  of the  offering  realized  by  each)  or if  such  allocation  is not
permitted by applicable  law, the relative fault of the Company on the one hand,
and of the  indemnified  Holder,  on the  other  hand,  in  connection  with the
actions,  statements  or omissions  that  resulted in such Losses,  the parties'
relative knowledge and access to information  concerning the matter with respect
to which the claim was  asserted,  the  opportunity  to correct  and prevent any
statement or omission and any other equitable  considerations  appropriate under
the  circumstances.  The relative fault of the Company,  on the one hand, and of
the indemnified  party, on the other hand,  shall be determined by reference to,
among other  things,  whether any action in  question,  including  any untrue or
alleged untrue  statement of a material fact or omission or alleged  omission to
state a material fact has been taken by, or relates to information  supplied by,
the  Company  or by the  indemnified  party and the  parties'  relative  intent,
knowledge,  access to information and opportunity to correct or prevent any such
action,  statement  or  omission;   provided,  that  no  seller  of  Registrable
Securities  shall be required to  contribute  any amount in excess of the amount
such  seller  would have been  required  to pay to an  indemnified  party if the
indemnity under Section 6.4(b) were available.  The Company and each such seller
agree with each other and the  underwriters  of the Registrable  Securities,  if
requested by such underwriters,  that it would not be equitable if the amount of

                                       28
<PAGE>

such  contribution were determined by pro rata or per capita allocation (even if
the  underwriters  were  treated  as one  entity  for such  purpose)  or for the
underwriters'  portion of such  contribution  to exceed the percentage  that the
underwriting  discount  bears  to  the  initial  public  offering  price  of the
Registrable  Securities  or any other  method that does not take  account of the
equitable  considerations  referred to in this  paragraph.  For purposes of this
Section 6.5, each Person, if any, who controls an underwriter within the meaning
of Section 15 of the Securities  Act shall have the same rights to  contribution
as such  underwriter,  and each  director  and each  officer of the  Company who
signed the  registration  statement,  and each Person,  if any, who controls the
Company or a seller of Registrable  Securities  within the meaning of Section 15
of the Securities Act shall have the same rights to  contribution as the Company
or a seller of Registrable Securities, as the case may be.

     Section  6.6  Rule  144  and  144A.  If the  Company  shall  have  filed  a
registration  statement  pursuant  to  the  requirements  of  Section  12 of the
Exchange Act or a registration  statement  pursuant to the  requirements  of the
Securities Act, the Company  covenants that it will file the reports required to
be filed by it under the  Securities  Act and the Exchange Act and the rules and
regulations  adopted by the  Commission  thereunder  (or,  if the Company is not
required  to file such  reports,  it will,  upon the  request  of any  holder of
Registrable Securities, make publicly available other information),  and it will
take such further action as any holder of Registrable  Securities may reasonably
request,  all to the extent  required from time to time to enable such holder to
sell shares of Registrable  Securities without registration under the Securities
Act within the limitation of the  exemptions  provided by (i) Rule 144 under the
Securities  Act,  as such Rule may be  amended  from  time to time,  or (ii) any
similar rule or regulation hereafter adopted by the Commission. Upon the request
of any holder of Registrable Securities, the Company will deliver to such holder
a written statement as to whether it has complied with such requirements.


     Upon the  request  of a  holder  of  Registrable  Securities,  the  Company
covenants  and agrees to provide the  information  required  by Rule  144A(d)(4)
under the Securities Act.

     Section 6.7 Registration Expenses. All Registration Expenses shall be borne
by the  Company  (and,  if paid or  incurred  by any  Holder  shall be  promptly
reimbursed by the Company.)

     Section 6.8 Other Provisions Regarding Registration Rights.

          (a) Except as provided  in this  Agreement  as it may be amended  from
     time to time in accordance  with the express  terms  hereof,  and until the
     consummation  of a Public  Distribution,  the Company will not grant to any
     Person the right to request that the Company register any equity securities
     of the Company,  or any  securities  convertible  or  exchangeable  into or
     exercisable for such securities.

          (b) Notwithstanding anything to the contrary in any previous agreement
     or security,  the Company shall have no obligations to any Stockholder with
     respect to the  registration of any shares of Stock,  except as provided in
     this Agreement.

                                  ARTICLE VII

                                   Termination

     Section 7.1 Certain Terminations.

          (a) This  Agreement  (other than  Article VI, and Sections 8.3 through
     8.12 and  Section  8.17)  shall  terminate  on the date on which any of the
     following events first occurs: (i) a merger or consolidation of the Company
     with or into another  Person that is not an Affiliate of the Company,  as a
     result  of which  the  Stockholders  own less  than 51% of the  outstanding
     shares of Voting Stock of the surviving or resulting corporation,  (ii) the
     sale or other  disposition  in compliance  with Article X of the By-Laws of
     all of the Stock of the Company or all or  substantially  all the assets of
     the Company to a Person that is not an Affiliate  of the Company,  or (iii)
     upon a Public Offering.

          (b) Notwithstanding  the foregoing,  this Agreement shall in any event
     terminate other than with respect to Sections 5.7, 6.4 and 6.5 with respect
     to any Stockholder when such Stockholder no longer owns any Stock.

                                       29
<PAGE>
                                  ARTICLE VIII

                                  Miscellaneous

     Section  8.1 Other  Covenants.  For so long as any  Institutional  Investor
holds  in the  aggregate  2.5% or more of the  outstanding  Common  Stock,  such
Institutional  Investor may upon  reasonable  prior  written  notice,  visit and
inspect the  properties  of the Company and each  Subsidiary  of the Company and
examine and copy (at their own expense) the books of record and account,  of the
Company or Subsidiary, and discuss the affairs of the Company or Subsidiary with
the officers and the current and prior  independent  public  accountants  of the
Company or Subsidiary all at such reasonable times as the Institutional Investor
may  desire.  For so  long  as  any  other  Stockholder  or  Stockholders  holds
individually  or in  the  aggregate  10%  or  more  of  the  Common  Stock  then
outstanding,  such  Stockholder or Stockholders may upon reasonable prior notice
visit and inspect the  properties  of the  Company  and each  Subsidiary  of the
Company  and  examine  and copy (at their own  expense)  the books of record and
account of the Company or Subsidiary,  and discuss the affairs of the Company or
Subsidiary, finances and accounts of the Company or Subsidiary with the officers
and the  current  and prior  independent  public  accountants  of the Company or
Subsidiary all at such reasonable  times as such Stockholder or Stockholders may
desire.  All materials  and  information  obtained  pursuant to this Section 8.1
shall be kept confidential by the Stockholders and shall not be disclosed to any
third party (other than to their  Affiliates) other than (i) as expressly agreed
to by the  Company,  (ii) as  required  pursuant  to  applicable  law,  (iii) in
connection  with  judicial  or  arbitral  proceedings  or  upon  request  of any
governmental  or  regulatory  authority,  or (iv) the  National  Association  of
Insurance Commissioners or any similar organization.

     Section 8.2 Financial Information; List of Stockholders.

          (a) The Company agrees to furnish to each Stockholder,  for so long as
     such  Stockholder  holds any  Common  Stock or  Preferred  Stock as soon as
     available the following financial statements and other information:

               (i) copies of the consolidated  balance sheets of the Company and
          its Subsidiaries as of the end of each fiscal year, and of the related
          consolidated statements of income and retained earnings and cash flows
          for  such  fiscal  year,  all in  reasonable  detail  and  stating  in
          comparative  form  beginning the fiscal year ended  December 31, 2000,
          the  respective  consolidated  figures  as of the  end of and  for the
          previous  fiscal  year,   and,  in  the  case  of  such   consolidated
          statements,  accompanied by a report thereon of independent  certified
          public  accountants of recognized  national  standing  selected by the
          Company  (the  "Accountants"),  which  report  shall  state  that such
          consolidated  financial  statements  present  fairly the  consolidated
          financial position of the Company and its Subsidiaries as at the dates
          indicated and their consolidated income and retained earnings and cash
          flows for the periods  indicated in conformity  with GAAP applied on a
          basis  consistent with prior years (except for such changes with which
          the  Accountants  shall  concur)  and  that  the  examination  by such
          Accountants in connection with such consolidated  financial statements
          has  been  made  in  accordance  with  generally   accepted   auditing
          standards; and

               (ii) copies of any proxy  statements,  financial  statements  and
          reports  as the  Company  or  its  Subsidiaries  shall  send  or  make
          available  generally to any of their security  holders,  and copies of
          all regular and periodic  reports and of all  registration  statements
          (other  than on Form  S-8 or Form 701 or a  similar  form)  which  the
          Company or its  Subsidiaries may file with the Securities and Exchange
          Commission or with any securities exchange.

          (b) The Company agrees to provide all information and make any filings
     reasonably  requested by any Stockholder  that are required by Section 1202
     of the  Internal  Revenue  Code  of  1986,  as  amended,  so  long  as such
     information  and  filings do not have an  adverse  effect in respect of the
     Company's  business,  operations,  results,  tax  positions,  conditions or
     prospects;  provided,  that the Company makes no  representation  as to the
     availability of Section 1202.

     Section 8.3 Successors and Assigns.  Except as otherwise  provided  herein,
all of the terms and provisions of this Agreement  shall be binding upon,  shall
inure to the benefit of and shall be enforceable  by the  respective  successors
and assigns of the parties  hereto.  No Stockholder may assign any of its rights
hereunder  to any Person  other than a  transferee  that has  complied  with the
requirements of Section 4.2 (if  applicable) or Section 4.3 as provided  therein
in all respects.  The Company may not assign any of its rights  hereunder  other
than by operation of law. If any transferee of any Stockholder shall acquire any
Securities, in any manner, whether by operation of law or otherwise, such shares
shall be held subject to all of the terms of this  Agreement,  and by taking and
holding such shares such Person shall be entitled to receive the benefits of and
be  conclusively  deemed to have agreed to be bound by and to comply with all of
the terms and provisions of this Agreement.
                                       30
<PAGE>

     Section 8.4 Amendment and Modification; Waiver of Compliance; Conflicts.

          (a) This  Agreement may be amended only by a written  instrument  duly
     executed by a Jordan  Majority and a Summit  Majority;  provided,  however,
     that  if any  amendment  would  adversely  affect  (i)  the  rights  of the
     Institutional  Investors  provided under Articles IV, V, VI and VIII or the
     (ii) the rights of the  Management  Investors  provided under Article V and
     Section  8.4,  then such  amendment  must be approved  by the  Stockholders
     owning a majority  of the Stock  owned by the  Institutional  Investors  or
     Management  Investors,  as  applicable.  In the event of the  amendment  or
     modification  of  this  Agreement  in  accordance   with  its  terms,   the
     Stockholders  shall  cause the Board of  Directors  of the  Company to meet
     within  30  days  following  such  amendment  or  modification  or as  soon
     thereafter as is  practicable  for the purpose of adopting any amendment to
     the  Certificate  of  Incorporation  and By-Laws of the Company that may be
     required as a result of such amendment or  modification  to this Agreement,
     and, if required, proposing such amendments to the Stockholders entitled to
     vote  thereon,  and  the  Stockholders  agree  to  vote  in  favor  of such
     amendments.

          (b) Except as otherwise provided in this Agreement, any failure of any
     of the  parties  to comply  with any  obligation,  covenant,  agreement  or
     condition  herein  may be  waived  by the party  entitled  to the  benefits
     thereof  only by a written  instrument  signed by the party  granting  such
     waiver,  but such waiver or failure to insist upon strict  compliance  with
     such  obligation,  covenant,  agreement or condition shall not operate as a
     waiver of, or estoppel with respect to, any subsequent or other failure.

     Section 8.5 Notices. Any notice, request, claim, demand, document and other
communication hereunder to any party shall be effective upon receipt (or refusal
of  receipt)  and  shall  be in  writing  and  delivered  personally  or sent by
facsimile (with such facsimile confirmed promptly in writing sent by first class
mail), or first class mail, or other similar means of communication, as follows:

          (i) If to the Company, addressed to the Company at 2997 Clarkson Road,
     Chesterfield, Missouri 63017, Attention: Christopher T. Paule.

          (ii) If to any Jordan Investor (other than JZEP and Safety  Partners),
     addressed  to such Jordan  Investor  c/o The Jordan  Company LLC, 767 Fifth
     Avenue, 48th Floor, New York, New York 10153, Attention: A. Richard Caputo,
     Jr.

          (iii) If to JZEP, addressed to JZEP, 767 Fifth Avenue, 48th Floor, New
     York, New York 10153, Attention: Melissa Chiulli.

          (iv) (iv) If to Safety  Partners,  addressed  to Safety  Partners  c/o
     Jefferies & Co., Inc., 11100 Santa Monica Avenue,  10th Floor, Los Angeles,
     California 90025, Attention: Andrew Whittaker.

          (v) If to Summit, addressed to Summit Capital Group, 600 Travis, Suite
     6110, Houston, Texas 77002, Attention: George B. Kelly.

          (vi) If to a Stockholder other than the Jordan Investors, JZEP, Safety
     Partners  or Summit,  to the address of such  Stockholder  set forth in the
     stock records of the Company.

          or, in each case,  to such other  address or facsimile  number as such
     party may  designate  in writing  to each  Stockholder  and the  Company by
     written notice given in the manner specified herein.

          All such communications shall be deemed to have been given,  delivered
     or made when so delivered by hand or sent by  facsimile,  or five  business
     days after being so mailed.

     Section 8.6 Entire  Agreement.  The  provisions  of this  Agreement and the
documents  attached as exhibits  hereto contain the entire  agreement  among the
parties hereto with respect to the subject transactions contemplated thereby and
supersede all prior oral and written  agreements and memoranda and  undertakings
among the parties hereto with regard to such subject  matter.  Each party hereto
hereby  acknowledges that any rights under any prior shareholders  agreement are
hereby waived and relinquished,  including any preferential purchase rights with
respect to the  transaction  contemplated by the Stock Purchase  Agreement.  The
Company  represents to the  Stockholders  that the rights granted to the holders
hereunder  do not in any way  conflict  with and are not  inconsistent  with the
rights granted or obligations  accepted under any other agreement (including the
Certificate  of  Incorporation)  to which the  Company is a party.  Neither  the
Company  nor any  Subsidiary  of the  Company  will  hereafter  enter  into  any
agreement with respect to its equity or debt  securities  which is  inconsistent
with  the  rights  granted  to the  holders  of  Registrable  Securities  or any
Stockholder  under this Agreement without obtaining the prior written consent of
the  Stockholder  or holder of  Registrable  Securities  whose  rights  would be
thereby affected.

                                       31
<PAGE>

     Section 8.7  Inspection.  For so long as this Agreement shall be in effect,
this Agreement  shall be made available for inspection by any Stockholder at the
principal executive offices of the Company.

     Section 8.8 Headings.  The section and paragraph headings contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

     Section 8.9 Recapitalizations, Exchanges, Etc., Affecting the Common Stock;
New Issuances.

          (a) The provisions of this Agreement  shall apply,  to the full extent
     set forth herein with respect to the Common Stock and the  Preferred  Stock
     and to any  and  all  equity  or  debt  securities  of the  Company  or any
     successor or assign of the Company (whether by merger, consolidation,  sale
     of assets,  or  otherwise)  which may be issued in respect  of, in exchange
     for, or in  substitution  of, such equity or debt  securities  and shall be
     appropriately  adjusted for any stock  dividends,  splits,  reverse splits,
     combinations, reclassifications, recapitalizations, reorganizations and the
     like occurring after the date hereof.

          (b) In the event that the Company  enters into an agreement  providing
     for the merger or  consolidation  of the Company with another entity or for
     an exchange of the equity  securities  of such  entities  pursuant to which
     Stockholders of the Company would be entitled to receive equity  securities
     of the  surviving or any other  corporation,  the Company  shall cause such
     agreement  to  provide  that any  holder of shares of Class B Common  Stock
     shall be entitled to receive non-voting equity securities of such surviving
     or other corporation  convertible into voting equity securities in the same
     manner as the Class B Common Stock.

     Section 8.10  Ratification  of Prior Acts of Board of Directors of Company;
Right to  Negotiate.  Each of the  Stockholders  (other  than the  Institutional
Investors)  hereby  (i)  adopts,  ratifies  and  confirms  all  of  the  actions
heretofore taken by the Board of Directors in all respects,  including,  without
limitation,  in respect of the Stock  Purchase  Agreement  and the  transactions
contemplated  thereby and (ii) agrees that nothing in this Agreement (apart from
Article IV or V hereof) shall be deemed to restrict or prohibit the Company from
purchasing Stock from any Stockholder at any time upon such terms and conditions
and at such price as may be mutually  agreed  upon  between the Company and such
Stockholder,  whether or not at the time of such purchase,  circumstances  exist
which specifically grant the Company the right to purchase,  or such Stockholder
the right to sell, Stock pursuant to the terms of this Agreement.

     Section 8.11  LITIGATION.  THIS AGREEMENT SHALL BE GOVERNED BY,  CONSTRUED,
APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.  EACH
OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF
THIS AGREEMENT,  THE NON-BREACHING  PARTY WOULD BE IRREPARABLY  HARMED AND COULD
NOT BE MADE WHOLE BY MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY
TO WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY, THE PARTIES SHALL BE ENTITLED
TO SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE.  EACH PARTY AGREES
THAT  JURISDICTION AND VENUE WILL BE PROPER IN THE SOUTHERN DISTRICT OF NEW YORK
AND WAIVES ANY  OBJECTIONS  BASED UPON FORUM NON  CONVENIENS.  EACH PARTY WAIVES
PERSONAL  SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT  COMMENCING
AN ACTION OR  PROCEEDING  SHALL BE  PROPERLY  SERVED AND SHALL  CONFER  PERSONAL
JURISDICTION  IF  SERVED BY  REGISTERED  OR  CERTIFIED  MAIL TO THE PARTY AT THE
ADDRESS SET FORTH IN THIS AGREEMENT, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE
STATE OF NEW YORK OR THE  UNITED  STATES.  THE CHOICE OF FORUM SET FORTH IN THIS
SECTION  8.12 SHALL NOT BE DEEMED TO PRECLUDE  THE  ENFORCEMENT  OF ANY JUDGMENT
OBTAINED IN ANY OTHER FORUM OR THE TAKING OF ANY ACTION UNDER THIS  AGREEMENT TO
ENFORCE SAME IN ANY OTHER APPROPRIATE JURISDICTION.

     Section 8.12 No Strict  Construction.  The language used in this  Agreement
will be deemed to be the language  chosen by the parties hereto to express their
mutual intent,  and no rule of strict  construction  will be applied against any
person.

     Section 8.13  Counterparts.  This  Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute one and the same  instrument.  If the requirements of
this Agreement  otherwise have been met, new holders of Stock may become parties
to this Agreement by executing a counterpart to this Agreement at which time the
Company  shall  revise  the  Stockholders   Schedule  as  may  be  necessary  or
appropriate.

     Section 8.14 Termination of Previous  Stockholder  Agreements.  Each of the
Stockholders and the Company  acknowledge and accept that this Agreement amends,
restates  and  supersedes  all prior  stockholders  agreements  among any of the
Stockholders  and the  Company  and  that all such  stockholder  agreements  are
terminated in their entirety and shall cease to be of any force or effect.

                                       32
<PAGE>

     Section 8.15 Affiliate  Transactions.  The parties hereto agree that, after
the date  hereof,  the  Company  shall  not  enter  into,  or  permit  any of it
Subsidiaries to enter into, with respect to any person,  any single  transaction
or series of related transactions,  pursuant to which such person sells, leases,
transfers  or  otherwise  disposes  of any of its  properties  or assets  to, or
purchases or leases any property or assets  from,  or enters into any  contract,
agreement,  understanding,  loan,  advance or guarantee with, or for the benefit
of, any  Affiliate  of such person or of the Company or any of its  Subsidiaries
(each of the  foregoing  an  "Affiliate  Transaction")  other  than a  Permitted
Affiliate Transaction.  As used herein,  "Permitted Affiliate Transaction" shall
mean (a) any Affiliate  Transaction of aggregate value less than $2 million that
is conducted in good faith on terms that are no less favorable to the Company or
the relevant  Subsidiary of the Company than those that would have been obtained
in a comparable  transaction by the Company or such Subsidiary with an unrelated
person,  (b) any Affiliate  Transactions  for which the Company  delivers to the
parties  hereto an opinion as to the fairness to the Company or such  Subsidiary
from a financial point of view issued by an investment  banking firm of national
standing, (c) any employment agreement entered into by the Company or any of its
Subsidiaries  in the ordinary  course of business with the approval of the Board
of Directors of the Company, including the employment agreements entered into by
the Company on the date hereof,  (d)  transactions  between or among the Company
and/or its wholly owned  Subsidiaries,  (e) payments  pursuant to the Management
Consulting Agreement,  (f) reasonable directors' fees not to exceed $100,000 per
director per year,  reimbursements  for reasonable  and customary  out-of-pocket
expenses incurred in the performance of a director's  duties, and Options issued
pursuant to the existing  Option Plan as in effect on the date hereof to Persons
other than the  Principals and their  Affiliates,  (g) payments to directors and
officers of the Company or any of its Subsidiaries  pursuant to customary rights
of  indemnification  provided in the charter  documents  of, or  indemnification
agreements  with,  the Company or any of its  Subsidiaries,  provided  that such
indemnification  is otherwise  consistent with applicable law, (h)  arm's-length
purchases  or  sales of goods  made in the  ordinary  course  of  business,  (i)
management share and option repurchases  pursuant to Section 8 of the Management
Subscription  Agreement as in effect at the date hereof,  and (j) loans of up to
$500,000  by the Company to  management  investors  pursuant  to the  Management
Subscription Agreement as in effect at the date hereof.

     Section 8.16 Stockholder  Consents.  Each of the  Stockholders  agrees that
this Agreement  constitutes its written  consent  pursuant to Section 228 of the
Delaware  General  Corporation Law to each of the transactions and other matters
contemplated  hereby,  including  (a)  the  amendment  and  restatement  of  the
Certificate of Incorporation  and amendment and restatement of the By-Laws,  (b)
the election of directors of the Company, (c) the approval of this Agreement and
all other agreements set forth in Section 8.15, (d) the ratifying of all acts of
the directors and the officers of the Company  (whether current or former) prior
to this Agreement with respect to the foregoing,  and (e) any other  transaction
and other matters incident to those contemplated by clauses (a) through (d).

     Section 8.17 Acknowledgment.  Each Stockholder acknowledges and agrees that
the  provisions of this  Agreement have been reviewed and are understood by such
Stockholder, and expresses the will and intention of such Stockholder and agrees
not to take  any  action  to  frustrate  the  purposes  and  provisions  of this
Agreement.  Each  Stockholder  hereby  expressly  waives any claims or causes of
action against the Company,  the other Stockholders or any officer,  director or
other  representative  of the  Company,  whether  now  existing or in the future
arising,  and  agrees  to  indemnify  such  parties  against  any  claim by such
Stockholder  relating  to the  governance,  management  or other  conduct of the
business of the Company in accordance with the terms of this Agreement.



     IN WITNESS  WHEREOF,  the Parties hereto have caused this  instrument to be
duly executed as of the date first above written.

                           JACKSON PRODUCTS, INC.


                           By:_____________________________________
                                Name:  Christopher T. Paule
                                Title:    President


                           JORDAN INVESTORS:

                           LEUCADIA INVESTORS, INC.


                           By:_____________________________________
                                Name:
                                Title:

<PAGE>

                           JOHN W. JORDAN, II REVOCABLE TRUST


                           By:_____________________________________
                                Name:  John W. Jordan II
                                Title:    Trustee



                           David W. Zalaznick



                           Jonathan F. Boucher



                           John R. Lowden



                           Adam E. Max



                           John M. Camp, III


                           JOHN M. CAMP, III PROFIT SHARING PLAN DTD 1/1/88


                           By:_____________________________________
                                Name:
                                Title:



                           A. Richard Caputo, Jr.


                           JAMES E. JORDAN, JR. PROFIT SHARING PLAN AND TRUST


                           By:_____________________________________
                                Name:  James E. Jordan, Jr.
                                Title:    Trustee



                           Paul R. Rodzevik


                           SAFETY PARTNERS, L.P.


                           By: Jefferies & Company, Inc., its General Partner


                           By:_____________________________________
                                Name:
                                Title:



                           MANAGEMENT STOCKHOLDERS:


                           Ronald C. Boeger



                           John L. Bortle



                           John M. Pappas



                           Christopher T. Paule

<PAGE>


                           John L. Garavaglia, III



                           Mark A. Kolmer



                           Timothy A. Esposito



                           James Van Dusen



                           Michael Beavers



                           F.H. "Joe" Gay


                           INSTITUTIONAL INVESTORS:

                           JZ EQUITY PARTNERS PLC


                           By:_____________________________________
                                Name:
                                Title:


                           MASSACHUSETTS MUTUAL LIFE
                           INSURANCE  COMPANY

                           By:  David L. Babson & Company Inc.,
                                its Investment Adviser
<PAGE>


                           By:_____________________________________
                               Name:
                               Title:

                           MASSMUTUAL PARTICIPATION INVESTORS


                           By:_____________________________________
                                Name:
                                Title:


                           MASSMUTUAL CORPORATE VALUE
                           PARTNERS LIMITED

                           By:  David L. Babson & Company Inc., under delegated
                           authority from Massachusetts Mutual Life Insurance
                           Company, its Investment Manager


                           By:_____________________________________
                                Name:
                                Title:


                           MASSMUTUAL CORPORATE INVESTORS


                           By:_____________________________________
                                Name:
                                Title:


                           THE NORTHWESTERN MUTUAL LIFE
                           INSURANCE COMPANY


                           By:_____________________________________
                                Name:
                                Title:



                           SUMMIT INVESTORS:


                           SUMMIT CAPITAL II, L.P.

                           By:  Summit Capital GP II, L.P., its general partner



                           By:_____________________________________
                                 Name: George B. Kelly
                                 Title:   Managing Director


                           SUMMIT CAPITAL PARALLEL II, L.P.

                           By:  Summit Capital Group, LLC, its general partner



                           By:_____________________________________
                                 Name: George B. Kelly
                                 Title:   Chairman


                           SUMMIT CAPITAL CO-INVESTMENT II-A, L.P.

                           By:  Summit Capital Group, LLC, its general partner



                           By:_____________________________________
                                 Name: George B. Kelly
                                 Title:   Chairman



<PAGE>

Schedule I

Jordan Investors
----------------
Leucadia Investors, Inc.
John W. Jordan, II Revocable Trust
David W. Zalaznick
Jonathan F. Boucher
John R. Lowden
Adam E. Max
John M. Camp, III
John M. Camp, III Profit Sharing Plan DTD 1/1/88
A. Richard Caputo, Jr.
James E. Jordan, Jr. Profit Sharing Plan and Trust
Paul R. Rodzevik
Safety Partners, L.P.
JZ Equity Partners PLC

Schedule II

Summit Investors
----------------

1.   Summit Capital II, LP;

2.   Summit Capital Parallel II, LP;

3.   Summit Capital Co-Investment II-A, LP; and

4.   Such other Summit  Investors as may be  designated by SCG  Acquisition  LLC
     prior to Closing;  provided,  however, that any such other Summit Investors
     shall (i) not be an  Adverse  Party and (ii) make the  representations  and
     warranties of Buyer set forth in Article 4 of the Stock Purchase Agreement.
     (a)




                                    EXHIBIT A

                              Stockholder Schedule


                                    EXHIBIT B

                          Amended and Restated By-Laws

                                    EXHIBIT C

             Third Amended and Restated Certificate of Incorporation

                                    EXHIBIT D

                       Directors Indemnification Agreement

<PAGE>
Exhibit 4.9(a)


                             JACKSON PRODUCTS, INC.

                      2001 NON-QUALIFIED STOCK OPTION PLAN

                                TABLE OF CONTENTS

Section                                                                   Page

1.       PURPOSE............................................................2

2.       ADMINISTRATION OF THE PLAN.........................................2

3.       OPTION SHARES......................................................2

4.       AUTHORITY TO GRANT OPTIONS.........................................2

5.       WRITTEN AGREEMENT..................................................3

6.       ELIGIBILITY; VESTING...............................................3

7.       OPTION PRICE.......................................................5

8.       DURATION OF OPTIONS................................................5

9.       RESTRICTIONS ON EXERCISE OF OPTIONS, ETC...........................5

10.      EXERCISE OF OPTIONS................................................6

11.      NON-TRANSFERABILITY OF OPTIONS.....................................6

12.      TERMINATION OF EMPLOYMENT OR INVOLVEMENT OF OPTIONEE
           WITH THE COMPANY.................................................6

13.      REQUIREMENTS OF LAW................................................6

14.      NO RIGHTS AS STOCKHOLDER...........................................7

15.      NO EMPLOYMENT OBLIGATION...........................................7

16.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.........................7

17.      AMENDMENT OR TERMINATION OF PLAN...................................8

18.      CERTAIN RIGHTS OF THE COMPANY......................................8

19.      EFFECTIVE DATE AND DURATION OF THE PLAN............................8

20.      NON-INTERFERENCE...................................................8

21.      NON-SOLICITATION...................................................9

22.      CONFIDENTIAL INFORMATION...........................................9

23.      STOCKHOLDERS AGREEMENT............................................10
<PAGE>


                             JACKSON PRODUCTS, INC.

                      2001 NON-QUALIFIED STOCK OPTION PLAN

1. PURPOSE

     The purpose of this 2001 Non-Qualified Stock Option Plan (the "Plan") is to
encourage  directors,  consultants and key employees of Jackson  Products,  Inc.
(the "Company") and its Subsidiaries (as hereinafter  defined) to continue their
association with the Company and its Subsidiaries by providing opportunities for
such persons to  participate  in the ownership of the Company and in its further
growth  through  the  granting of stock  options  (the  "Options")  that are not
intended to qualify for any special tax  treatment  under the  Internal  Revenue
Code of 1986, as amended (the "Code"). The term "Subsidiary" as used in the Plan
means a corporation  or other business  organization  of which the Company owns,
directly or indirectly  through an unbroken  chain of  ownership,  fifty percent
(50%) or more of the  total  combined  voting  power of all  classes  of  stock,
membership interests or other equity interests.

2. ADMINISTRATION OF THE PLAN

          (a)  The  Plan  shall  be  administered  by  either:  (i) a  committee
     consisting of those Directors of the Company who shall at any time and from
     time to time be serving as members  of the  Compensation  Committee  of the
     Board of Directors  of the Company  (the  "Board") or (ii) the Board itself
     (each defined as the  "Committee").  Each member of the Committee shall, at
     any time that the Company has a class of equity securities registered under
     Section 12 of the  Securities,  and Exchange  Act of 1934,  as amended (the
     "Exchange  Act"),  be a  "disinterested  person" within the meaning of Rule
     16b-3 under the Exchange Act and an "outside  director"  within the meaning
     of  Section  162(m) of the Code.  The  Committee  shall  select  one of its
     members as Chairman and shall hold  meetings at such times and places as it
     may determine.  A majority of the Committee  shall  constitute a quorum and
     acts of the Committee at which a quorum is present, or acts consented to or
     approved  in writing by all of the members of the  Committee,  shall be the
     valid acts of the  Committee.  In the event that a vacancy on the Committee
     occurs on account of the  resignation,  removal or death of any  member,  a
     successor member shall be appointed by the Board.

          (b) The Committee  shall,  from time to time,  report to the Board the
     names of employees or other  persons to whom Options are granted,  the type
     of Options  granted,  the number of shares  covered by each  option and the
     terms and conditions of each such Option.

          (c) The  Committee  shall  have the sole  authority,  in its  absolute
     discretion,  to adopt,  amend and rescind such rules and regulations as, in
     its opinion,  may be advisable in the  administration  of the Plan,  and to
     continue  and  interpret  the  Plan,  the rules  and  regulations,  and the
     instruments evidencing Options and loans granted under the Plan and to make
     all  other   determinations   deemed   necessary  or   advisable   for  the
     administration   of   the   Plan.   All   decisions,   determinations   and
     interpretations of the Committee shall be final,  binding and conclusive on
     all Optionees.

3. OPTION SHARES

     The  stock  subject  to  Options  under  the Plan  shall be  shares  of the
Company's  Class C Common  Stock,  par value $.01 per share (the  "Stock").  The
total  amount of the Stock with  respect to which  Options  may be granted  (the
"Option  Pool") shall not exceed in the aggregate  5,831.35  shares of the Stock
outstanding  at such time and shall not exceed  2,000.00  shares of the Stock to
any individual  Optionee in any calendar year;  provided,  however, in each case
such  aggregate  number of shares shall be subject to  adjustment  in accordance
with the  provisions  of Section  16. In the event that any  outstanding  Option
shall  expire  for any  reason  or shall  terminate  by  reason  of the death or
severance of employment of the Optionee (as hereinafter defined),  the surrender
of any such  Option,  or any other cause,  the shares of Stock  allocable to the
unexercised  portion of such Option may again be subject to an Option  under the
Plan.

4. AUTHORITY TO GRANT OPTIONS

     The  Committee  may consult with and consider  the  recommendations  of the
other directors and senior officers of the Company,  and may determine from time
to time which key  employees of the Company or any  Subsidiary  or other persons
shall be granted Options under the Plan, the terms of the Options and the number
of shares which may be purchased under the Option or Options.  Without  limiting
the  generality of the  foregoing,  the Committee may from time to time grant to
such eligible directors,  employees or other persons as it shall determine based

                                       2
<PAGE>

upon such  recommendation  an Option or Options to buy a stated number of shares
of Stock  under the  terms  and  conditions  of the  Plan.  Subject  only to any
applicable  limitations set forth elsewhere in the Plan, the number of shares of
Stock to be covered by any Option shall be as determined by the Committee.

5. WRITTEN AGREEMENT

     Each  Option  granted  hereunder  shall be for such number of shares of the
Stock,  and  otherwise  subject to such terms and  conditions,  as the Committee
shall  determine  and  specify  in  a  written  option   agreement  (an  "Option
Agreement"),  which may be  substantially  in the term of the  Option  Agreement
attached hereto as Exhibit I or such other form not  inconsistent  with the Plan
as the Committee may  determine.  Each Option  Agreement  shall be signed by the
Optionee and by a duly authorized officer of the Company for and in the name and
on behalf of the Company.

6. ELIGIBILITY; VESTING

          (a) The  individuals  who shall be eligible for grant of Options under
     the Plan shall be full-time officers,  managers or employees of the Company
     and its  Subsidiaries  (collectively,  the "Management  Group")  (including
     officers  who may be  members  of the  Board  but are  not  members  of the
     Committee),  directors  who are not  members  of the  Committee  and  other
     individuals,  whether  or not  employees  who  render  services  of special
     importance to the management,  operation or development of the Company or a
     Subsidiary,  and who have  contributed  or may be  expected  to  contribute
     materially to the success of the Company or a Subsidiary. Grants of Options
     may be made to members of the  Committee if they are approved by a majority
     of the  disinterested  members of the Committee.  An employee,  director or
     other  person  to whom an Option  has been  granted  pursuant  to an Option
     Agreement is sometimes referred to herein as an "Optionee".

          (b) The  provisions  described in this Section 6 govern the ability of
     the Optionee to exercise the Options, and do not affect, or supersede,  the
     repurchase rights,  transfer restrictions and other provisions described in
     the Company  agreements which apply to the Shares issuable upon exercise of
     the Option if such exercise is permitted by this Section 6.

          (c) In connection  with this Section 6, the following  definitions are
     used:

               (i) "Cause" shall mean any of the following:

                    (1)  Optionee's  commission  or  conviction  of any crime or
               criminal  offense  involving  monies  or other  property,  or any
               felony;

                    (2)   Optionee's   commission  or  conviction  of  fraud  or
               embezzlement;

                    (3)  Optionee's   material  and  knowing  violation  of  any
               obligations imposed upon Optionee, personally, as opposed to upon
               the Company,  whether as a stockholder  or  otherwise,  under the
               Management  Subscription  Agreement  (as  defined  herein) or the
               Operative  Documents (as defined in the  Management  Subscription
               Agreement);  provided,  that the  Optioneer has been given notice
               and 90 days from such notice fails to cure the violation;

                    (4) Optionee's breach of any of Optionee's  fiduciary duties
               to the  Company  or  its  stockholders  or  making  of a  willful
               misrepresentation or omission which breach,  misrepresentation or
               omission  would  reasonably be expected to  materially  adversely
               affect the business,  properties, assets, condition (financial or
               other) or prospects of the Company;

                    (5) Optionee's  willful,  continual and material  neglect or
               failure  to  discharge  Optionee's  duties,  responsibilities  or
               obligations  prescribed by the Company (other than arising solely
               due to physical or mental disability);

                    (6) Optionee's habitual drunkenness or substance abuse which
               materially   interferes  with  Optionee's  ability  to  discharge
               Optionee's duties,  responsibilities or obligations prescribed by
               the Company;

                    (7)   Optionee's   violation  of  any   non-competition   or
               confidentiality  agreement  with the Company,  including  without
               limitation,  those set forth in  Sections  21  through 23 of this
               Plan, or any other agreements with the Company;

                    (8)  Optionee's  gross  neglect  of  Optionee's  duties  and
               responsibilities, as determined by the Company's Board;

                                       3
<PAGE>
          in each case,  for  purposes  of clauses (4)  through  (8),  after the
     Company or the Board has provided  Optionee with 60 days' written notice of
     such  circumstances and the possibility of a violation,  and Optionee fails
     to cure such circumstances within those 60 days.

               (ii) "Change of Control" shall mean any transfer of capital stock
          of the Company after which any person not a shareholder of the Company
          on the date hereof becomes the  beneficial  holder of greater than 50%
          of all outstanding voting capital stock of the Company,  other than in
          connection  with the initial  public  offering of the capital stock of
          the Company.

               (iii)   "Sale  of  the   Company"   means   any  (A)   merger  or
          consolidation, (B) sale or transfer of all or substantially all of the
          business,  assets  or  properties,  not  in  the  ordinary  course  of
          business,  (C) sale or  transfer  of all or  substantially  all of the
          shares of capital stock, (D)  liquidation,  dissolution or winding up,
          (E) recapitalization or reclassification,  or (F) any similar business
          combination or transaction  having the effect of the foregoing clauses
          (A) through (E), in each case, of or involving the Company,  in one or
          a series of transactions, as a result of which, in the case of clauses
          (A) or (B),  the  holders  of voting  securities  (on a  fully-diluted
          basis)  having  ordinary  voting  power  to  elect a  majority  of the
          directors of the Company  immediately prior to such  transaction(s) do
          not, immediately after such transaction(s), hold voting securities (on
          a  fully-diluted  basis)  having  ordinary  voting  power  to  elect a
          majority of the directors (or similar authorities) of the surviving or
          resulting  corporation,  purchaser  or  transferor,  or  other  person
          acquiring the business of the Company.

          (d) Options  granted under the Plan can only be exercised if, and only
     if the Options,  or the portion thereof to be exercised,  is at the time of
     exercise "vested" as provided in Section 6(e).

          (e) As a  condition  to the  exercise of any  Options,  in whole or in
     part,  the  portion of the Options to be  exercised  must be  "vested",  as
     provided in this Section  6(e).  For an Option to vest,  the holder must be
     employed in good  standing by the Company or any of its  Subsidiaries  from
     the date of initial issuance of the Options through the anniversary thereof
     set forth below,  in which case,  the specified  percentages  of the Option
     will be deemed "vested".

               (i) 40% of the Options will vest on the second anniversary;

               (ii) Another  20%, for 60% in total,  of the Options will vest on
          the third anniversary;

               (iii) Another 20%, for 80% in total,  of the Options will vest on
          the fourth anniversary; and

               (iv) Another 20%, for 100% in total,  of the Options will vest on
          the fifth anniversary.

          Any Options  which have not vested shall  automatically  vest upon the
     consummation  of a Sale of the  Company or a Change of Control and shall be
     subject to the provisions of Section 16(d).

          (f) Any unvested  Options held by any person who ceases to be employed
     by the  Company  or its  subsidiaries  for any  reason or no  reason,  will
     automatically  expire,  without  any  payment,  and will be  available  for
     reissuance under the Plan.

          (g) An Optionee whose  employment with the Company  terminates for any
     reason other than Cause, disability, death, or voluntarily termination, may
     at any time within a period of 90 days  thereafter  exercise  his Option to
     the  extent  that  such  Option  was  exercisable  by him on the  date  his
     employment terminated.  The status of an Optionee whose employment has been
     terminated by reason of retirement at the age of sixty-five  (65) shall not
     be affected,  for purposes  hereof,  by reason of the fact that such person
     may furnish  consulting or other  services to the Company,  other than as a
     full-time employee,  subsequent to the date of retirement.  In the event of
     the  permanent and total  disability  of an Optionee (as  determined by the
     Board),  Options  exercisable  by him  at the  time  of  disability  may be
     exercised within twelve months thereafter.  In the event of the death of an
     Optionee,  Options, if any, exercisable by him at the time of his death may
     be exercised  within twelve  months  thereafter by the person or persons to
     whom the Optionee's  rights under the Option, if any, shall pass by will or
     by the  applicable  law of descent  and  distribution.  In no event may any
     Option be  exercised by anyone after the final date upon which the Optionee
     of the Option  could have  exercised  it had such person  continued  in the
     employment of the Company until such date.

                                       4
<PAGE>
          (h)  Notwithstanding the foregoing,  if an Optionee's  employment with
     the Company is terminated  for or under  circumstances  involving  Cause or
     voluntary  termination,  all of  such  Optionee's  Options  will  upon  his
     termination  be  considered  unvested,  irrespective  of  being  previously
     vested, and the Options of such Optionee will  automatically  terminate and
     expire, without any payment, and will be available for reissuance under the
     Plan.

          (i) All Options and the underlying shares of Stock held by an Optionee
     will be subject to (a) the call  provisions  contained  in Section 9 of the
     Company's  Amended  and  Restated  Management  Subscription  Agreement  (as
     amended  or  modified  in  accordance  with  its  terms,   the  "Management
     Subscription  Agreement"),  dated as of February 2, 2001,  by and among the
     Company  and  the  management  stockholders  party  thereto,  and  (b)  the
     Company's Stockholders Agreement (as amended or modified in accordance with
     its terms,  the  "Stockholders  Agreement"),  dated as of February 2, 2001,
     among the Company and its  stockholders,  in each case,  as if the Optionee
     were a party to such agreements.

7. OPTION PRICE

     The price at which shares of Stock may be  purchased  pursuant to an Option
shall be specified by the Committee at the time the Option is granted, but shall
in no event be less  than the par  value of such  shares  and not less  than one
hundred  percent  (100%) of the fair  market  value of the Stock on the date the
Option is granted.

     For purposes of the Plan,  the "fair market  value" of a share of the Stock
on any date  specified  herein,  shall mean (a) the last  reported  sales price,
regular way, or, in the event that no sale takes place on such date, the average
of the reported closing bid and asked prices, regular way, in either case (i) on
the  principal  national  securities  exchange  on which  the Stock is listed or
admitted  to  trading,  or (ii) if not then listed or admitted to trading on any
national  securities  exchange,  on the NASDAQ National Market System; or (b) if
the Stock is not quoted on such National  Market System,  (i) the average of the
closing  bid and asked  prices on such  date in the  over-the-counter  market as
reported by NASDAQ,  or (ii) if bid and asked  prices for the Stock on such date
shall not have been reported  through  NASDAQ,  the average of the bid and asked
prices for such date as  finished  by any  American  or New York Stock  Exchange
member firm regularly  making a market in the Stock selected for such purpose by
the Committee;  or (c) if the Stock is not then listed or admitted to trading on
any national exchange or quoted in the  over-the-counter  market, the fair value
thereof  determined  in good faith by the Committee as of a date which is within
thirty (30) days of the date as of which the determination is to be made.

8. DURATION OF OPTIONS

     Subject to  Section 12 of the Plan,  the  duration  of any Option  shall be
specified  by the  Committee  in the Option  Agreement,  but no Option  shall be
exercisable  after the  expiration of ten (10) years and six (6) months from the
date such Option is granted. The Committee, in its sole and absolute discretion,
may extend any Option  theretofore  granted subject to the aforesaid  limits and
may provide that an Option shall be  exercisable  during its entire  duration or
during any lesser period of time.

9. RESTRICTIONS ON EXERCISE OF OPTIONS, ETC.

     The Committee may restrict the exercise of any Option by  prohibiting  such
exercise at any time during which and for each period of time as any Optionee is
engaged in any activity determined by the Committee,  after consideration of the
facts presented on behalf of the Company and the Optionee,  to be detrimental to
the best interests of the Company and its Optionees.  The Committee shall notify
the Optionee in writing of any such  determination and of the scope and duration
of any such restriction.  If the Committee  notifies an Optionee in writing that
such Optionee is engaged or may have engaged in such a detrimental  activity and
such  Optionee  has  exercised  or attempts  to  exercise  an Option  after such
notification but prior to a decision of the Committee based on the consideration
of all facts  presented on behalf of the Company and the  Optionee,  the Company
shall not be required to recognize  such  exercise  until the Committee has made
its decision and, in the event any exercise shall have taken place,  it shall be
of no force and  effect  (and void ab initio if the  Committee  makes an adverse
determination);  provided,  however, that if the Committee finds in favor of the
Optionee  then the Optionee will be deemed to have  exercised  such Option as of
the date he or she  originally  gave  written  notice of his or her  attempt  to
exercise or actual  exercise,  as the case may be. The decision of the Committee
as to the  detrimental  nature  of the  Optionee's  activities  shall be  final,
binding and conclusive.

                                       5
<PAGE>
10. EXERCISE OF OPTIONS

     Options shall be exercised by the delivery of written notice to the Company
setting  forth the number of shares of Stock with respect to which the Option is
to be  exercised,  accompanied  by payment of the option  price of such  shares,
which payment shall be made in cash or by such cash equivalents,  payable to the
order of the Company in an amount in United  States  dollars equal to the option
price of such shares, as the Committee in its sole and absolute discretion shall
consider  acceptable.  Such notice shall be delivered in person to the Secretary
of the  Company,  shall be sent by  overnight  courier to the  Secretary  of the
Company,  in which case delivery shall be deemed made on the date such notice is
received by the overnight  courier,  or shall be sent by registered  mail return
receipt requested to the Secretary of the Company,  in which case delivery shall
be deemed made on the date such notice is deposited in the mail.

     After the receipt by the Company of (a)  written  notice from the  Optionee
setting  forth the  number of shares of the Stock  with  respect  to which  such
Option is to be  exercised  and (b) payment of the option  price of such shares,
the  Company  shall  cause  to  be  delivered  to  such  Optionee   certificates
representing the number of paid-up,  non-assessable shares with respect to which
such Option has been so exercised.

11. NON-TRANSFERABILITY OF OPTIONS

     Options shall not be transferable by the Optionee otherwise than by will or
under the laws of descent  and  distribution  and,  during his or her  lifetime,
shall be  exercisable  only by the Optionee.  Options shall be null and void and
without effect upon any attempted assignment or transfer,  except as hereinabove
provided,  including  without  limitation,  any  purported  assignment,  whether
voluntary or by operation of law,  pledge,  hypothecation  or other  disposition
contrary to the provisions  hereof,  or levy of execution,  attachment,  trustee
process or similar process, whether legal or equitable upon the Options.

12. TERMINATION OF EMPLOYMENT OR INVOLVEMENT OF OPTIONEE WITH THE COMPANY

     For purposes of the Plan,  employment by a Subsidiary or  involvement  with
(in the case of an Optionee who is not an employee)  the Company or a Subsidiary
shall be considered  employment  by the Company.  Except as may be otherwise set
forth  herein or in an Option  Agreement,  unless  extended by the  Committee in
accordance  with the Plan,  each Option  shall  expire on the earlier of (i) the
expiration  date  specified in the Option  Agreement  therefor and (ii) ten (10)
years and six (6)  months  from the date such  Option is  granted,  but shall be
subject to earlier termination as provided herein.

13. REQUIREMENTS OF LAW

     The Company shall not be required to sell or issue any shares of Stock upon
the exercise of any Option if the issuance of such shares  shall  constitute  or
result in a violation  by the Optionee or the Company of any  provisions  of any
law,  statute  or  regulation  of any  government  authority.  Specifically,  in
connection with the Securities Act of 1933, as amended (the  "Securities  Act"),
and any applicable state  securities or `blue sky' law (a "Blue Sky Law"),  upon
exercise  of any Option the  Company  shall not be required to issue such shares
unless the Committee has received evidence satisfactory to it to the effect that
the holder of such Option will not  transfer  such shares  except  pursuant to a
registration  statement in effect under the  Securities Act and Blue Sky Laws or
unless an opinion of counsel  satisfactory  to the Company has been  received by
the Company to the effect that such registration and compliance is not required.
Any  determination  in this connection by the Committee shall be final,  binding
and  conclusive.  The Company shall not be obligated to take any action in order
to cause the exercise of an Option or the  issuance of shares of Stock  pursuant
thereto to comply with any law or  regulations  of any  governmental  authority,
including, without limitation, the Securities Act or applicable Blue Sky Law.

     Notwithstanding  any  other  provision  of the  Plan to the  contrary,  the
Company may refuse to permit transfer of shares of the Stock or of any Option if
in the opinion of its legal counsel such  transfer  would violate any federal or
state securities laws or subject the Company to liability thereunder.  Any sale,
assignment,  transfer,  pledge  or other  disposition  of  shares  of the  Stock
received upon exercise of any Option (or any other shares or securities  derived
therefrom)  or of any Option which is not in accordance  with the  provisions of
this Section  shall be void and of no effect and shall not be  recognized by the
Company.

     The  Committee  may  cause  any  certificate  representing  shares of Stock
acquired upon exercise of an Option (and any other shares or securities  derived
therefrom)  to bear a legend to the effect that the  securities  represented  by
such  certificate have not been registered under the Securities Act, as amended,
or any  applicable  state  securities  laws,  and  may  not be  sold,  assigned,
transferred, pledged or otherwise disposed of except in accordance with the Plan
and  applicable  agreements  binding the  Optionee and the Company or any of its
stockholders.

                                       6
<PAGE>
14. NO RIGHTS AS STOCKHOLDER

     No Optionee  shall have any rights as a stockholder  with respect to shares
of Stock  covered by his or her  Option  until the date of  issuance  of a stock
certificate  for such shares at which time the Optionee  shall become a party to
the  Stockholders  Agreement.  Except as  otherwise  provided  in Section 16, no
adjustment for dividends or otherwise  shall be made if the record date therefor
is prior to the date of issuance of such certificate.

15. NO EMPLOYMENT OBLIGATION

     The  granting  of any  Option  shall not  impose  upon the  Company  or any
Subsidiary  any  obligation to employ or continue to employ any Optionee,  or to
engage or retain the services of any person, and the right of the Company or any
Subsidiary  to terminate  the  employment or services of any person shall not be
diminished  or affected by reason of the fact that an Option has been granted to
him or her.  The  existence  of any Option  shall not be taken  into  account in
determining  any damages  relating to  termination of employment or services for
any reason.

16. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE

          (a) The existence of  outstanding  Options shall not affect in any way
     the right or power of the Company or its  stockholders to make or authorize
     any or all any  subdivisions,  splits,  combinations or  consolidations  of
     shares  of  capital  stock of the  Company  (including,  the  Stock) or the
     payment of a  dividend  in shares of the Stock or other  securities  of the
     Company, adjustments, recapitalizations, reclassifications, reorganizations
     or other changes in the Company's  capital structure or its business or any
     merger or consolidation  of the Company or any issue of bonds,  debentures,
     preferred  or  preference  stock,   whether  or  not  convertible  into  or
     exchangeable  or exercisable  for shares of the Stock or other  securities,
     ranking  prior to or pari  passu  with the Stock or  affecting  the  rights
     thereof,  or  warrants,  rights or  options  to  acquire  the same,  or the
     dissolution or liquidation of the Company or any sale or transfer of all or
     any  part  of  its  assets  or  business  or  any  other  corporate  act or
     proceeding, whether of a similar character or otherwise.

          (b) Subject to the provisions of Section 16(d) of the Plan, the number
     of shares  of the  Stock in the  Option  Pool  (less  the  number of shares
     theretofore delivered upon exercise of Options) and the number of shares of
     the Stock covered by any outstanding Option and the price per share payable
     upon exercise thereof  (provided that in no event shall the option price be
     less than the par value of such shares) shall be appropriately  adjusted by
     the Board in the event that the outstanding shares of the Stock are changed
     into or  exchanged  for a  different  number  or kind of  shares  or  other
     securities  of the  Company  or of  another  corporation  by  reason of any
     reorganization, merger, consolidation, recapitalization,  reclassification,
     stock split,  combination  of shares,  or dividends  payable in Stock.  The
     decision  of the  Board  as to the  adjustment,  if  any,  required  by the
     provisions of this Section shall be final, binding and conclusive.

          (c)  If  the  Company  merges  or  consolidates  with  a  wholly-owned
     subsidiary  for the  purpose of  reincorporating  itself  under the laws of
     another  jurisdiction,  the Optionees will be entitled to acquire shares of
     the Stock of the reincorporated  Company upon the same terms and conditions
     as were in effect  immediately prior to such  reincorporation  (unless such
     reincorporation   involves  a  change  in  the  number  of  shares  or  the
     capitalization of the Company, in which case proportional adjustments shall
     be made as  provided  in this  Section),  and the  Plan,  unless  otherwise
     rescinded by the Board, will remain the Plan of the reincorporated Company.

          (d) Except as  otherwise  provided  in Section  16(c) of the Plan,  if
     while  unexercised,  but vested,  Options remain outstanding under the Plan
     (i) there is a Sale of the  Company,  or (ii) there takes place a Change of
     Control, or (iii) in other circumstances in which the Board in its sole and
     absolute  discretion  deems  it  appropriate  for  the  provisions  of this
     paragraph to apply, (A) the purchaser(s) of the Company's assets or capital
     stock may, in his, her or its discretion,  deliver to the Optionee,  to the
     extent that the right to purchase  shares of the Stock under the Option has
     vested,  the same kind of  consideration  (less the price per share payable
     upon  exercise  thereof) that is delivered to the holders of the Stock as a
     result  of  such  Sale  of the  Company  or  Change  of  Control  or  other
     circumstances or (B) the Board may, in its sole  determination,  cancel the
     Option,  to  the  extent  not  theretofore   exercised,   in  exchange  for
     consideration in cash or in kind, which consideration in the case of (A) or
     (B) shall be equal in value to the value of those  shares of stock or other
     consideration  the  Optionee  would  have  received  had  the  Option  been
     exercised  (to the  extent it has  vested  and not been  exercised)  and no
     disposition of the shares so acquired upon such exercise been made prior to

                                       7
<PAGE>
     Sale of the  Company,  Change of Control or other  circumstances,  less the
     price per  share  payable  upon  exercise  thereof.  Upon  receipt  of such
     consideration by the Optionee,  the Option shall immediately  terminate and
     be of no further force and effect, including with respect to the vested and
     unvested portion thereof. The value of the stock or other consideration the
     Optionee  would have  received  if the Option had been  exercised  shall be
     determined in good faith by the Board. In addition,  in the case a (i) Sale
     of the  Company,  (ii)  Change of Control or (iii) other  circumstance,  as
     determined by the Board in its sole  discretion,  the vesting of the Option
     shall be accelerated as provided in Section 6(e).

          (e) Upon  dissolution or liquidation of the Company,  the Option shall
     terminate,  but the  Optionee  (if at such  time in the  employment  of the
     Company)  shall have the right,  immediately  prior to such  dissolution or
     liquidation,  to purchase shares of the Stock pursuant to the Option to the
     extent such Option is then vested.

          (f) The issue by the  Company  of shares of Stock  warrants,  options,
     stock appreciation or other phantom stock rights or other securities of any
     class  or  series  or  securities   convertible  into  or  exchangeable  or
     exercisable  for  shares of the Stock or other  securities  of any class or
     series for cash or  property  or for labor or  services  either upon direct
     sale or upon the exercise of rights or warrants to subscribe  therefor,  or
     upon  conversion of shares or obligations of the Company  convertible  into
     such shares or other  securities,  shall not affect,  and no  adjustment by
     reason thereof shall be made with respect to, the number, class or price of
     shares of the Stock then subject to outstanding Options.

17. AMENDMENT OR TERMINATION OF PLAN

     The Board  may,  in its sole and  absolute  discretion,  modify,  revise or
terminate the Plan at any time and from time to time, provided, however, that if
Section  16(b) of the Exchange Act is at the time  applicable to the Company the
Board  may not,  without  the  further  approval  of the  holders  of at least a
majority of the  outstanding  shares of the Stock,  (a) materially  increase the
benefits  accruing to Optionees  under the Plan or make any  "modifications"  as
that term is defined under Section  424(h)(3) (or its  successor) of the Code if
such  increase  in  benefits  or   modifications   would  adversely  affect  the
availability to the Plan of the protections of Rule 16b-3 under Section 16(b) of
the Exchange Act; (b) change the  aggregate  number of shares of the Stock which
may be  issued  under  Options  pursuant  to the  provisions  of the Plan or the
aggregate  number of shares of Stock which may be issued to any single  employee
under  Options,  except as  provided  in Section  16; or (c) change the class of
persons eligible under Options. Notwithstanding other provisions of this Section
17, no amendment shall adversely affect outstanding  Options, and no termination
shall terminate outstanding Options, without the consent of the Optionee.

18. CERTAIN RIGHTS OF THE COMPANY

     The  Committee  may, in its sole and  absolute  discretion,  also require a
member of the Management  Group, a key employee or other person,  as a condition
to  receiving  any Option,  to enter into a  noncompetition  agreement  or other
agreement in such form as the  Committee  may, from time to time in its sole and
absolute discretion, determine.

19. EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall become effective and shall be deemed to have been adopted as
of February 2, 2001.  Unless the Plan shall have  terminated  earlier,  the Plan
shall  terminate on the tenth (10th)  anniversary of its effective  date, and no
Option shall be granted  pursuant to the Plan after the day  preceding the tenth
(10th) anniversary of its effective date.

20. NON-INTERFERENCE

     Each present and future Optionee  acknowledges that services to be provided
give him the  opportunity  to have  special  knowledge  of the  Company  and its
Confidential  Information  and the  capabilities  of individuals  employed by or
affiliated with the Company and that interference in these  relationships  would
cause irreparable injury to the Company. In consideration of this Plan, Optionee
covenants  and  agrees  that  for a  period  of  twenty-four  (24)  months  from
termination,  Optionee  will not,  without the express  written  approval of the
Board,  anywhere in the Market,  directly or  indirectly,  in one or a series of
transactions,  or enter into any agreement to, own,  manage,  operate,  control,
invest or acquire an interest in, or otherwise engage or participate in, whether
as a proprietor,  partner,  stockholder,  lender, director,  officer,  employee,
joint venturer, investor, lessor, agent, representative or other participant, in
any business which competes with the Company or any of its  Subsidiaries  in the
Market  ("Competitive  Business")  without regard to (A) whether the Competitive
Business has its office,  manufacturing or other business  facilities  within or
without the Market,  (B) whether any of the activities of the Optionee  referred
to above occur or are performed  within or without the Market or (C) whether the

                                       8
<PAGE>

Optionee  resides,  or  reports  to an office,  within or  without  the  Market;
provided,  however,  that (x) Optionee may,  anywhere in the Market, in one or a
series of transactions, own, invest or acquire an interest in up to five percent
(5%) of the  capital  stock of a  corporation  whose  capital  stock  is  traded
publicly; or that (y) Optionee may accept employment with a successor company to
the Company.  The scope and term of this Section 20 would not preclude  Optionee
from  earning a living with an entity that does not compete  with the Company or
any of its  Subsidiaries  in the  Market.  For  purposes  of Sections 20 and 22,
"Confidential  Information" shall mean any confidential  information  including,
without limitation,  any trade secret,  confidential study, data,  calculations,
software  storage media or other  compilation  of  information,  patent,  patent
application,  copyright,  trademark,  trade name,  service  mark,  service name,
"know-how",  trade  secrets,  customer  lists,  details of client or  consultant
contracts, pricing policies, sales techniques, confidential information relating
to suppliers,  information  relating to the special and particular  needs of the
Company' customers operational methods, marketing plans or strategies,  products
and formulae,  product  development  techniques or plans,  business  acquisition
plans or any portion or phase of any scientific or technical information, ideas,
discoveries,  designs,  computer  programs  (including  source of object codes),
processes,  procedures,  research  or  technical  data,  improvements  or  other
proprietary or intellectual  property of the Company,  whether or not in written
or  tangible  form,  and whether or not  registered,  and  including  all files,
records,  manuals,  books,  catalogues,   memoranda,  notes,  summaries,  plans,
reports,  records,  documents and other evidence thereof. The term "Confidential
Information" does not include,  and there shall be no obligation  hereunder with
respect to,  information  that is or becomes  generally  available to the public
other than as a result of a disclosure  by Optionee not  permissible  hereunder.
For purposes of this Section 20,  "Market" means any county in the United States
of America and each similar  jurisdiction  in Canada and in any other country in
which the business of the Company or any of its  subsidiaries  was  conducted or
pursued by,  engaged in by the Company or any of its  subsidiaries  prior to the
date  hereof or is  conducted  or engaged in or  pursued,  or is  proposed to be
conducted or engaged in or pursued, by the Company or any of its Subsidiaries at
any time during the term of employment.

21. NON-SOLICITATION

     In  consideration  of this Plan,  each  Optionee  covenants and agrees that
during the period  such  Optionee  is an  officer,  director  or employee of the
Company or any of its  Subsidiaries and for two years  thereafter,  the Optionee
shall  not (A)  directly  or  indirectly,  in one or a series  of  transactions,
recruit,  solicit or otherwise  induce or  influence  any  proprietor,  partner,
stockholder,  lender, director,  officer, employee, sales agent, joint venturer,
investor, lessor, supplier, agent,  representative or any other person which has
a business  relationship  with the Company or any of its  Subsidiaries  or had a
business  relationship  with the Company or any of its  Subsidiaries  within the
twenty-four (24) month period preceding the date of the incident in question, to
discontinue,  reduce or modify such employment,  agency or business relationship
with the Company or any of its Subsidiaries,  or (B) employ or seek to employ or
cause any  Competitive  Business to employ or seek to employ any person or agent
who is then  (or was at any time  within  six (6)  months  prior to the date the
Optionee or the  Competitive  Business  employs or seeks to employ such  person)
employed or retained by the Company or any of its Subsidiaries.  Notwithstanding
the foregoing, nothing herein shall prevent the Optionee from providing a letter
of   recommendation   to  an  employee  with  respect  to  a  future  employment
opportunity.

22. CONFIDENTIAL INFORMATION

     During and after the  Optionee's  term of  employment,  Optionee  will not,
directly  or  indirectly  in one or a series of  transactions,  disclose  to any
person,  or use or  otherwise  exploit  for  Optionee's  own  benefit or for the
benefit of anyone  other than the  Company,  any  Confidential  Information  (as
defined in Section 20 herein),  whether  prepared by Optionee or not;  provided,
however,  that any  Confidential  Information  may be disclosed (i) to officers,
representatives,  employees  and  agents  of the  Company  who need to know such
Confidential  Information  in order to  perform  the  services  or  conduct  the
operations  required  or expected of them in the  business of the  Company.  The
Optionee  shall use  Optionee's  commercially  reasonable  efforts  to cause all
persons or entities  to whom  Confidential  Information  shall be  disclosed  by
Optionee  hereunder  to observe  the terms and  conditions  set forth  herein as
though each such person or entity was bound hereby.  The Optionee  shall have no
obligation hereunder to keep confidential any Confidential Information if and to
the extent disclosure of any thereof is specifically  required by law; provided,
however,  that in the event  disclosure  is  required  by  applicable  law,  the
Optionee shall provide the Company with prompt notice of such requirement, prior
to making any disclosure, so that the Company may seek an appropriate protective
order.  At the request of the  Company,  the  Optionee  agrees to deliver to the
Company all Confidential Information which Optionee may possess or control.

                                       9
<PAGE>

23. STOCKHOLDERS AGREEMENT

     Upon Optionee's  exercise of an Option in accordance with the terms of this
Plan,  Optionee  agrees that he will execute and become a party to the Company's
Stockholders  Agreement  which will bind Optionee beyond the period of time that
he owns any Stock or Options.


                                       10
<PAGE>
Exhibit 4.9(b)

                                    EXHIBIT I

                     to 2001 Non-Qualified Stock Option Plan

                             JACKSON PRODUCTS, INC.

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

                      Non-Qualified Stock Option Agreement

                          Option Certificate: No.

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



     WHEREAS,  the Board of Directors  (the "Board) has  authorized the grant of
stock  options  upon  certain  terms  and  conditions  set forth in the Plan and
herein; and

     WHEREAS,  the Compensation  Committee (the  "Committee") has authorized the
grant of this stock option pursuant and subject to the terms of the Plan, a copy
of which is available from the Company and is hereby incorporated herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements herein contained,  the Company and the Optionee,  intending to be
legally  bound,  covenant and agree as set forth on the first page hereof and as
follows:

Specific Terms of the Option

     Subject to the terms and conditions hereinafter set forth and the terms and
conditions of the Jackson  Products,  Inc. 2001  Non-Qualified  Option Plan (the
"Plan"),  Jackson  Products,  Inc., a Delaware  corporation (the "Company" which
term  shall  include,   unless  the  context  otherwise  clearly  requires,  all
Subsidiaries  (as  defined  in the  Plan) of the  Company),  hereby  grants  the
following  option to purchase shares of the Class C Common Stock, par value $.01
per share (the "Stock"), of the Company:

          1. Name of Person to Whom the  Option  is  Granted  (the  "Optionee"):

          2. Date of Grant of Option:

          3. An Option for        (     ) Shares of the Stock.

          4. Option Exercise Price (per Share): $

          5. Term of Option:  Subject to Section 9 below, this Option expires at
     5:00 p.m. local New York, New York time on              .

          6. Vesting: As provided in Section 6 of the Plan.

Other Terms of the Option

          7. Grant.  Pursuant  and subject to the Plan,  the Company does hereby
     grant to the  Optionee a stock option (the  "Option") to purchase  from the
     Company  the  number of shares of Stock set forth in Section 3 on the first
     page  hereof upon the terms and  conditions  set forth in the Plan and upon
     the additional  terms and  conditions  contained  herein.  This Option is a
     non-qualified  stock  option and is not  intended  to qualify  for  special
     federal  income tax  treatment as an "incentive  stock option"  pursuant to
     Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

          8. Option Price.  This Option may be exercised at the option price per
     share of Stock set forth in Section 4 on the first page hereof,  subject to
     adjustment as provided herein and in the Plan.

          9. Term and Exercisability of Option.  This Option shall expire on the
     earlier of (a) the date determined  pursuant to Section 5 on the first page
     hereof and (b) the date  determined  pursuant  to  Sections 8 and 12 of the
     Plan, and shall be exercisable  prior to such expiration in accordance with
     and subject to the terms and  conditions  set forth in the Plan  (including
     but not  limited  to  Sections  8 and 12 of the Plan)  and those  terms and
     conditions,  if any, set forth in Section 6 on the second page  hereof.  If
     the  Optionee  dies  before  this Option has been  exercised  in full,  the
     personal  representative  of the Optionee may exercise this Option prior to
     its expiration in accordance with the terms of the Plan.
<PAGE>

          10.  Method of  Exercise.  To the  extent  that the right to  purchase
     shares of Stock has accrued  hereunder,  this Option may be exercised  from
     time to time by written  notice to the  Company  substantially  in the form
     attached  hereto as Exhibit A, stating the number of shares with respect to
     which this Option is being exercised, and accompanied by payment in full of
     the  option  price for the  number of shares to be  delivered,  by means of
     payment  acceptable  to the Company in  accordance  with  Section 10 of the
     Plan.  Subject to the Plan and to Section 13 hereof,  after its  receipt of
     such  notice,  the  Company  shall,  without  transfer  or issue tax to the
     Optionee (or other Person entitled to exercise this Option), deliver to the
     Optionee  (or other  person  entitled  to  receive  the shares of the Stock
     issuable upon exercise of this Option),  at the principal executive offices
     of the  Company  or such  other  place  as may be  mutually  acceptable,  a
     certificate or certificates  for such shares out of theretofore  authorized
     but unissued  shares or  reacquired  shares of its Stock as the Company may
     elect;  provided,  however, that the time of such delivery may be postponed
     by the Company for such  period as may be required  for it with  reasonable
     diligence to comply with any applicable requirements of law. Payment of the
     option price may be made in cash or cash equivalents in accordance with the
     terms and  conditions  of Section 10 of the Plan. If the Optionee (or other
     person  entitled  to  exercise  this  Option)  fails to pay for and  accept
     delivery  of all of the shares  specified  in such  notice  upon  tender of
     delivery thereof,  his or her right to exercise this Option with respect to
     such shares not paid for may be terminated by the Company.

          11. Forfeiture,  Restrictions on Exercise.  This Option may be subject
     to forfeiture upon the occurrence of the events  specified in Sections 6 of
     the  Plan or  restrictions  on  exercise  upon  the  occurrence  of  events
     specified in Section 9 of the Plan.

          12.  Nonassignability  of  Option  Rights.  This  Option  shall not be
     assignable or transferable by the Optionee except by will or by the laws of
     descent  and  distribution.  During the life of the  Optionee,  this Option
     shall be exercisable only by him or her.

          13. Compliance with Securities Act. The Company shall not be obligated
     to sell or issue any shares of Stock or other  securities  pursuant  to the
     exercise of this Option unless the shares of Stock or other securities with
     respect  to  which  this  Option  is  being  exercised  are  at  that  time
     effectively registered or exempt from registration under the Securities Act
     of 1933, as amended,  and applicable  state  securities  laws. In the event
     shares  or  other  securities  shall  be  issued  which  shall  not  be  so
     registered, the Optionee hereby represents,  warrants and agrees that he or
     she will receive such shares or other  securities  for  investment  and not
     with  a  view  to  their  resale  or  distribution,  and  will  execute  an
     appropriate  investment letter  satisfactory to the Company and its counsel
     as a  condition  precedent  to any  exercise  of this Option in whole or in
     part.

          14.  Legends.   The  Optionee  hereby   acknowledges  that  the  stock
     certificate  or  certificates  evidencing  shares  of the  Stock  or  other
     securities  issued  pursuant  to any  exercise  of this  Option will bear a
     legend setting forth the restrictions on their transferability described in
     Sections 11 and 13 hereof, in Sections 11 and 13 of the Plan, and under any
     applicable  agreements  between the  Optionee and the Company or any of its
     stockholders,  including the Management  Subscription Agreement (as amended
     or modified in  accordance  with its terms,  the  "Management  Subscription
     Agreement"), dated as of February 2, 2001, by and among the Company and the
     management  stockholders  party thereto and the Stockholders  Agreement (as
     amended  or  modified  in  accordance  with its  terms,  the  "Stockholders
     Agreement"), dated as of February 2, 2001, by and among the Company and its
     stockholders.

          15.  Rights as  Stockholder.  The  Optionee  shall have no rights as a
     Stockholder  with  respect to any  shares of the Stock or other  securities
     covered by this Option until the date of issuance of a  certificate  to him
     or her for  such  shares  or  other  securities  and the  execution  by the
     Optionee of a counterpart signature page to the Stockholders  Agreement. No
     adjustment shall be made for dividends or other rights for which the record
     date is prior to the date such stock certificate is issued.

          16. Certain Agreements.  The Optionee hereby agrees to and joins in as
     a  "Management  Stockholder",  and  agrees  to be  bound  as a  "Management
     Stockholder"  and "Management  Investor" by the terms and conditions of the
     Stockholders Agreement. The Optionee hereby further acknowledges and agrees
     that the Option and the shares of the Stock  issuable  upon exercise of the
     Option  are and  shall  be  subject  to the  terms  and  provisions  of the
     Stockholders Agreement. All Options and the underlying shares of Stock held
     by an  Optionee  will be subject to (a) the call  provisions  contained  in
     Section 9 of the Company's  Management  Subscription  Agreement and (b) the
     Stockholders  Agreement in each case,  as if the  Optionee  were a party to
     such agreements.
<PAGE>

          17.  Withholding  Taxes. The Optionee hereby agrees, as a condition to
     any of this  Option,  to provide to the  Company  an amount  sufficient  to
     satisfy its obligation to withhold certain  federal,  state and local taxes
     arising  by reason  of such  exercise  (the  "Withholding  Amount")  by (a)
     authorizing the Company to withhold the Withholding  Amount from his or her
     cash  compensation,  or (b) remitting the Withholding Amount to the Company
     in cash; provided,  however, that to the extent that the Withholding Amount
     is not provided by one or a combination of such methods, the Company in its
     sole and absolute discretion may refuse to issue such shares of Stock.

          18.  Termination  or Amendment of Plan.  The Board may in its sole and
     absolute  discretion at any time terminate or from time to time,  modify or
     amend the Plan, but no such  termination or amendment will adversely affect
     rights  and  obligations  under  this  Option  without  the  consent of the
     Optionee.

          19. Effect Upon  Employment.  Nothing in this Option or the Plan shall
     be construed to impose any obligation  upon the Company to employ or retain
     in its employ, or continue its involvement with, the Optionee.

          20. Time for Acceptance. Unless the Optionee shall evidence his or her
     acceptance of this Option by execution of this  Agreement  within seven (7)
     days after its delivery to him or her, the Option and this Agreement  shall
     be null and void.

          21.  Non-Interference.  Each present and future Optionee  acknowledges
     that  services  to be provided  give him the  opportunity  to have  special
     knowledge  of  the  Company  and  its  Confidential   Information  and  the
     capabilities of individuals  employed by or affiliated with the Company and
     that interference in these  relationships would cause irreparable injury to
     the Company.  In consideration of this Plan,  Optionee covenants and agrees
     that for a period of  twenty-four  (24) months from  termination,  Optionee
     will not,  without the express written  approval of the Board,  anywhere in
     the Market, directly or indirectly, in one or a series of transactions,  or
     enter into any  agreement  to, own,  manage,  operate,  control,  invest or
     acquire an interest in, or otherwise engage or participate in, whether as a
     proprietor,  partner,  stockholder,  lender, director,  officer,  employee,
     joint  venturer,   investor,   lessor,   agent,   representative  or  other
     participant,  in any business which competes with the Company or any of its
     Subsidiaries in the Market  ("Competitive  Business") without regard to (A)
     whether the  Competitive  Business has its office,  manufacturing  or other
     business  facilities  within or without the Market,  (B) whether any of the
     activities of the Optionee  referred to above occur or are performed within
     or without the Market or (C) whether the Optionee resides, or reports to an
     office, within or without the Market;; provided, however, that (x) Optionee
     may,  anywhere  in the  Market,  in one or a series of  transactions,  own,
     invest or acquire an  interest  in up to five  percent  (5%) of the capital
     stock of a corporation whose capital stock is traded publicly;  or that (y)
     Optionee may accept employment with a successor company to the Company. The
     scope and term of this Section 21 would not preclude  Optionee from earning
     a living with an entity  that does not  compete  with the Company or any of
     its  Subsidiaries  in the  Market.  For  purposes  of  Sections  21 and 23,
     "Confidential   Information"   shall  mean  any  confidential   information
     including,  without limitation, any trade secret, confidential study, data,
     calculations,  software storage media or other  compilation of information,
     patent, patent application, copyright, trademark, trade name, service mark,
     service name, "know-how",  trade secrets, customer lists, details of client
     or consultant contracts,  pricing policies, sales techniques,  confidential
     information relating to suppliers,  information relating to the special and
     particular needs of the Company' customers  operational methods,  marketing
     plans or strategies,  products and formulae, product development techniques
     or  plans,  business  acquisition  plans  or any  portion  or  phase of any
     scientific or technical information, ideas, discoveries,  designs, computer
     programs  (including  source  of  object  codes),  processes,   procedures,
     research  or  technical  data,   improvements   or  other   proprietary  or
     intellectual property of the Company, whether or not in written or tangible
     form,  and whether or not  registered,  and including  all files,  records,
     manuals, books, catalogues,  memoranda,  notes, summaries,  plans, reports,
     records,  documents  and other  evidence  thereof.  The term  "Confidential
     Information" does not include,  and there shall be no obligation  hereunder
     with respect to, information that is or becomes generally  available to the
     public other than as a result of a disclosure  by Optionee not  permissible
     hereunder.  For purposes of this Section 21,  "Market"  means any county in
     the United States of America and each similar jurisdiction in Canada and in
     any  other  country  in which the  business  of the  Company  or any of its
     subsidiaries  was conducted or pursued by, engaged in by the Company or any
     of its subsidiaries  prior to the date hereof or is conducted or engaged in
     or pursued, or is proposed to be conducted or engaged in or pursued, by the
     Company  or  any  of its  Subsidiaries  at any  time  during  the  term  of
     employment.


<PAGE>

          22.  Non-Solicitation.  In  consideration  of this Plan, each Optionee
     covenants  and agrees that  during the period such  Optionee is an officer,
     director or employee of the Company or any of its  Subsidiaries and for two
     years thereafter, the Optionee shall not (A) directly or indirectly, in one
     or a series  of  transactions,  recruit,  solicit  or  otherwise  induce or
     influence any proprietor, partner, stockholder,  lender, director, officer,
     employee, sales agent, joint venturer,  investor,  lessor, supplier, agent,
     representative  or any other person which has a business  relationship with
     the Company or any of its Subsidiaries or had a business  relationship with
     the Company or any of its  Subsidiaries  within the twenty-four  (24) month
     period  preceding  the date of the  incident in question,  to  discontinue,
     reduce or modify such employment,  agency or business relationship with the
     Company  or any of its  Subsidiaries,  or (B)  employ  or seek to employ or
     cause any  Competitive  Business  to employ or seek to employ any person or
     agent who is then (or was at any time  within six (6)  months  prior to the
     date the Optionee or the  Competitive  Business  employs or seeks to employ
     such   person)   employed  or  retained  by  the  Company  or  any  of  its
     Subsidiaries.  Notwithstanding the foregoing,  nothing herein shall prevent
     the Optionee from providing a letter of  recommendation to an employee with
     respect to a future employment opportunity.

          23. Confidential Information.  During and after the Optionee's term of
     employment, Optionee will not, directly or indirectly in one or a series of
     transactions,  disclose  to any  person,  or use or  otherwise  exploit for
     Optionee's own benefit or for the benefit of anyone other than the Company,
     any  Confidential  Information  (as defined in Section 21 herein),  whether
     prepared by  Optionee  or not;  provided,  however,  that any  Confidential
     Information  may be disclosed (i) to officers,  representatives,  employees
     and agents of the Company who need to know such Confidential Information in
     order to  perform  the  services  or conduct  the  operations  required  or
     expected of them in the  business of the Company.  The  Optionee  shall use
     Optionee's commercially reasonable efforts to cause all persons or entities
     to whom Confidential  Information shall be disclosed by Optionee  hereunder
     to observe the terms and  conditions  set forth  herein as though each such
     person or entity was bound  hereby.  The Optionee  shall have no obligation
     hereunder to keep  confidential any Confidential  Information if and to the
     extent disclosure of any thereof is specifically required by law; provided,
     however,  that in the event  disclosure is required by applicable  law, the
     Optionee shall provide the Company with prompt notice of such  requirement,
     prior to making any disclosure, so that the Company may seek an appropriate
     protective  order.  At the request of the Company,  the Optionee  agrees to
     deliver to the Company all  Confidential  Information  which  Optionee  may
     possess or control.

          24. General Provisions.

               (a) Amendment.  This Agreement,  including the Plan, contains the
          full and complete understanding and agreement of the parties hereto as
          to the subject  matter hereof and may not be modified or amended,  nor
          may any  provision  hereof be  waived,  except  by a  further  written
          agreement duly signed by each of the parties.  The waiver by either of
          the parties  hereto of any provision  hereof in any instance shall not
          operate  as a waiver  or any  other  provision  hereof or in any other
          instance.

               (b) Binding Effect.  This Agreement shall inure to the benefit of
          and be binding  upon the parties  hereto  and, to the extent  provided
          herein  and  in  the  Plan,   their   respective   heirs,   executors,
          administrators, representatives, successors and assigns.

               (c) Construction. This Agreement is to be construed in accordance
          with the terms of the Plan.  In case of any conflict  between the Plan
          and this Agreement, the Plan shall control. The titles of the sections
          of this  Agreement and of the Plan are included for  convenience  only
          and shall not be construed as modifying or affecting their provisions.
          The  masculine  gender shall  include both sexes;  the singular  shall
          include  the plural and the plural  the  singular  unless the  context
          otherwise requires.

               (d) Notices.  Any notice in connection  with this Agreement shall
          be deemed to have been  properly  delivered if it is in writing and is
          delivered  in hand or sent by  registered  or certified  mail,  return
          receipt requested,  to the party addressed as follows,  unless another
          address has been substituted by notice so given:

         To the Optionee:           To his or her address as listed
                                    on the books of the Company.

         To the Company:            Jackson Products, Inc.
                                    2997 Clarkson Road
                                    Chesterfield, Missouri 63017
                                    Attention: Christopher T. Paule
<PAGE>

         with a copy to:            Summit Capital Group
                                    600 Harris, Suite 6110
                                    Houston, Texas 77002
                                    Attention: George B. Kelly

         and a copy to:             The Jordan Company LLC
                                    767 Fifth Avenue, 48th Floor
                                    New York, New York 10153
                                    Attention: A. Richard Caputo, Jr.

25.      GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE.  EACH OF THE PARTIES  HERETO
ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT OR ANY
AGREEMENT  RELATING  TO OR  CONTEMPLATED  BY  THIS  AGREEMENT  OR ANY  OPERATIVE
DOCUMENTS,  THE NON-BREACHING PARTY WOULD BE IRREPARABLY HARMED AND COULD NOT BE
MADE WHOLE BY MONETARY  DAMAGES,  AND THAT,  IN ADDITION TO ANY OTHER  REMEDY TO
WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY, THE PARTIES SHALL BE ENTITLED TO
SUCH  EQUITABLE OR INJUNCTIVE  RELIEF AS MAY BE  APPROPRIATE.  EACH PARTY AGREES
THAT  JURISDICTION  AND VENUE WILL BE PROPER IN THE STATE OF DELAWARE AND WAIVES
ANY  OBJECTIONS  BASED UPON FORUM NON  CONVENIENS.  EACH PARTY  WAIVES  PERSONAL
SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT  COMMENCING AN ACTION
OR PROCEEDING SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF
SERVED BY REGISTERED OR CERTIFIED  MAIL TO THE PARTY AT THE ADDRESS SET FORTH IN
THIS AGREEMENT, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE STATE OF DELAWARE OR
THE UNITED STATES. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 25(a) SHALL NOT
BE DEEMED TO PRECLUDE  THE  ENFORCEMENT  OF ANY  JUDGMENT  OBTAINED IN ANY OTHER
FORUM OR THAT TAKING OF ANY ACTION  UNDER THIS  AGREEMENT TO ENFORCE SAME IN ANY
OTHER APPROPRIATE JURISDICTION.


JACKSON PRODUCTS, INC.



By:
    --------------------------------         -----------------------------------
Title:                                             (Signature of Optionee)
<PAGE>


                          EXHIBIT A to Option Agreement

                          [FORM FOR EXERCISE OF OPTION]






Jackson Products, Inc.
[Address as specified in Section 24(d)
of the Option Agreement]

RE: Exercise of Option under Jackson Products,  Inc.'s
2001 Non-Qualified Option Plan

Gentlemen:

          Please take notice that the undersigned  hereby elects to exercise the
     stock  option  granted to on by and to the extent of  purchasing  shares of
     Class C Common Stock, par value $.01 per share, of Jackson  Products,  Inc.
     (the  "Company") for the option price of $ per share,  subject to the terms
     and conditions of the Option Agreement  between and the Company dated as of
     (the "Option Agreement").

          The undersigned  encloses herewith  payment,  in cash or in such other
     property as is permitted  under the Plan,  of the  purchase  price for said
     shares.  The  undersigned  hereby  agrees to provide  the Company an amount
     sufficient  to satisfy the  obligation  of the Company to withhold  certain
     taxes, as provided in the Option Agreement and the Plan.

          The undersigned hereby specifically confirms to the Company that he or
     she is acquiring  said shares for  investment  and not with a view to their
     sale or distribution,  and that said shares shall be held subject to all of
     the terms and conditions of said Option Agreement.

                                                     Very truly yours,




Date
    --------------------------------                 ---------------------------
                                                     (Signed by or other party
                                                       duly exercising option)


<PAGE>
Exhibit 4.12

                             JACKSON PRODUCTS, INC.

             AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENT

     THIS AMENDED AND RESTATED SUBSCRIPTION  AGREEMENT,  dated as of February 2,
2001 (this "Agreement"), is made by and among Jackson Products, Inc., a Delaware
corporation (the "Company"),  whose address is 2997 Clarkson Road, Chesterfield,
Missouri  63017,  and the persons and entities  whose names are set forth at the
end of this Agreement (collectively the "Stockholders").

     WHEREAS,  certain  Stockholders  and the Company  entered into a Management
Subscription Agreement,  dated as of August 16, 1995 (the "Original Agreement"),
as amended by that certain First Amendment to Management Subscription Agreement,
dated as of March 1, 1996 and the Second  Amendment to  Management  Subscription
Agreement, dated as of December 1, 1996;

     WHEREAS,  the Company, SCG Acquisition LLC and certain selling stockholders
of the  Company  have  entered  into a Stock  Purchase  Agreement,  dated  as of
December 29, 2000 (as amended from time to time,  in  accordance  with the terms
set forth therein, the "Purchase Agreement");

     WHEREAS,  in connection with the transactions  contemplated by the Purchase
Agreement,  the Company will offer certain  management  employees of the Company
the  opportunity to subscribe for shares of the Company's  Class C Common Stock,
par value $.01 per share (the "Class C Common Stock"); and

     WHEREAS,  the  Stockholders and the Company now desire to amend and restate
in its entirety the Original  Agreement to provide for such subscriptions and to
incorporate other changes agreeable to the Stockholders and the Company;

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and other  valuable  consideration,  the  receipt and  sufficiency  of which are
hereby acknowledged, the parties hereto agree to enter into this Agreement.

          1. Affirmation of Original Agreement. Each Stockholder who was a party
     to the Original Agreement hereby affirms the  acknowledgments,  agreements,
     understandings,  representations,  warranties  and  covenants  made by such
     Stockholder in the Original  Agreement and understands that the Company may
     continue  to rely on the  foregoing  in  connection  with the  transactions
     contemplated by this Agreement.

          2. Stock Subscriptions.

               (a) Each  Stockholder  (i) herewith  subscribes for the number of
          shares set forth  opposite  Stockholder's  name in Exhibit 1 hereto of
          the  Class  C  Common  Stock  which  is  convertible,   under  certain
          circumstances   under  the   Company's   Third  Amended  and  Restated
          Certificate of Incorporation, into the Company's Class A Common Stock,
          par value $.01 per share (the "Class A Common Stock" and together with
          the Class C Common Stock and the other  classes of common stock of the
          Company,  "Common  Stock"),  all as  more  specifically  described  in
          Exhibit  1, at a  purchase  price  for the  Class C  Common  Stock  of
          $1,071.33 per share, (ii) tenders in consideration of the subscription
          for such  Class C Common  Stock (A) the net  proceeds  payable  to the
          Stockholder  from retention  and/or sale of business  bonuses as fully
          described in Exhibit 1, (B) a  Non-Recourse  Promissory  Note executed
          and  delivered  by  the   Stockholder  in  favor  of  the  Company  in
          substantially the form of Exhibit 2 attached hereto (the "Non-Recourse
          Notes")  and in an  initial  principal  amount  set forth in Exhibit 1
          hereto,  and/or (C) cash,  as more fully  described  in Exhibit 1, and
          (iii) herewith agrees to enter into a Stock Pledge  Agreement in favor
          of the Company in substantially  the form of Exhibit 3 attached hereto
          (the  "Pledge  Agreements")  in order to secure the payment of amounts
          due under the Non-Recourse  Notes. Each of the Stockholders,  in order
          to  facilitate  the  transactions   contemplated  by  this  Agreement,
          authorizes and appoints the Company or any of its  representatives  to
          direct the transfer of the subscription consideration from any account
          which  such  amounts  may  be  paid  into  for  the  benefit  of  such
          Stockholder to any account established for the benefit of the Company.
          For  purposes  of this  Agreement,  the Class C Common  Stock (and the
          Class A Common Stock, if any, issued upon conversion  thereof) and the
          Options and the Option  Shares  (each as defined in Section  2(b)) are
          collectively referred to as the "Securities").

               (b) The Company  pursuant to the  Company  Stock  Option Plan (as
          defined  in  Section  3(b)  hereof)   shall  grant  to  the  Executive
          Management Group (as defined in Section 11) options (the "Options") to
          purchase  shares of Class C Common Stock (the "Option  Shares").  Such
          Options will vest as set forth in the Company Stock Option Plan.
<PAGE>

               (c) Each  Stockholder  acknowledges  to the Company and the other
          Stockholders that such Stockholder understands and agrees, as follows:

               THE SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER FEDERAL OR STATE
               SECURITIES  LAWS. THE SECURITIES ARE VERY  SPECULATIVE AND RISKY.
               THERE IS NO PUBLIC OR OTHER MARKET FOR THE  SECURITIES NOR IS ANY
               LIKELY TO DEVELOP. THE COMPANY AND ITS SUBSIDIARIES HAVE BORROWED
               A SUBSTANTIAL  PORTION OF THE FUNDS USED TO OPERATE ITS BUSINESS.
               EACH STOCKHOLDER ACKNOWLEDGES THAT STOCKHOLDER MAY AND CAN AFFORD
               TO LOSE  STOCKHOLDER'S  ENTIRE  INVESTMENT  AND THAT  STOCKHOLDER
               UNDERSTANDS   STOCKHOLDER   MAY  HAVE  TO  HOLD  THIS  INVESTMENT
               INDEFINITELY.

               (d) Each  certificate  evidencing  the  Securities  being  issued
          pursuant to this  Agreement  shall bear  legends  reflecting  (i) this
          Agreement's  existence and (ii) the fact that the Securities  have not
          been registered under Federal or state securities laws and are subject
          to  limitations  on  transfer  set  forth  herein  and set  forth in a
          Stockholders  Agreement,  of even  date  herewith,  by and  among  the
          Company and the Company's stockholders (the "Stockholders Agreement").
          Each Stockholder  acknowledges that the effect of these legends, among
          other  things,  is or may be to  limit  or  destroy  the  value of the
          certificate for purposes of sale or for use as loan  collateral.  Each
          Stockholder  consents that "stop transfer"  instructions  may be noted
          against the Securities sold to Stockholder hereunder. Each Stockholder
          acknowledges  that  Stockholder  is  required to become a party to the
          Stockholders  Agreement  as a condition to  acquiring  the  Securities
          hereunder.

          3. Proposed Transaction.


               (a) This Agreement summarizes certain pertinent documents as well
          as applicable laws and  regulations.  While the Company  believes that
          these  summaries  fairly  reflect and  summarize  such  matters,  each
          Stockholder  acknowledges that such summaries are not complete and are
          qualified in their entirety by reference to the complete texts thereof
          of the documents, laws and regulations so summarized.

               (b) Each Stockholder acknowledges that Stockholder has had access
          to and has had ample  opportunity to review and understand the current
          form of each of the following documents:

                    A.  The  Third   Amended   and   Restated   Certificate   of
               Incorporation of the Company.

                    B. The Amended and Restated By-laws of the Company.

                    C.  The  Purchase  Agreement,  including  all  exhibits  and
               schedules thereto.

                    D. The  Revolving  Credit and  Acquisition  Loan  Agreement,
               dated as of April 22, 1998, by and among the Company, BankBoston,
               N.A., as Agent,  and  Mercantile  Bank National  Association,  as
               Co-Agent for the Lenders named  therein (as amended to date,  the
               "Credit   Agreement"),   including  all  exhibits  and  schedules
               thereto.

                    E. The  Indenture,  dated as of April 22, 1998,  between the
               Company   and  State   Street   Bank  and  Trust   Company   (the
               "Indenture"),   with   respect  to  the   Company's   outstanding
               $115,000,000  principal  amount  of  outstanding  9  1/2%  Senior
               Subordinated Notes, including all exhibits and schedules thereto.

                    F. The  Stockholders  Agreement,  including all exhibits and
               schedules thereto.

                    G.  The  Non-Recourse  Notes,  including  all  exhibits  and
               schedules thereto.

                    H.  The  Pledge  Agreements,   including  all  exhibits  and
               schedules thereto.

                    I.  The  2001  Jackson   Management  Stock  Option  Plan  in
               substantially  the form of Exhibit 4 (the  "Company  Stock Option
               Plan") of even date  herewith,  adopted by the Board of Directors
               of the Company, including all exhibits thereto.
<PAGE>

                    J. This Agreement and all exhibits and schedules hereto.

               The  documents  referred  to  in  A  through  J  are  hereinafter
          collectively  referred to as the "Operative  Documents",  except that,
          for purposes of Section  12(h),  this Agreement will not be considered
          an Operative Document.

               The Company has afforded each Stockholder and each  Stockholder's
          advisors,  if any, the  opportunity  to discuss an  investment  in the
          Securities  and to ask  questions  of  representatives  of the Company
          concerning  the terms and conditions of the offering of the Securities
          and the Operative  Documents,  and such  representatives have provided
          answers  to  all  such  questions   concerning  the  offering  of  the
          Securities and the Operative Documents. Each Stockholder has consulted
          its own financial,  tax, accounting and legal advisors,  if any, as to
          such  Stockholder's  investment in the Securities and the consequences
          thereof and risks  associated  therewith and the Operative  Documents.
          Each  Stockholder  and  such  Stockholder's  advisors,  if  any,  have
          examined or have had the opportunity to examine before the date hereof
          the Operative Documents and all information that the Stockholder deems
          to be  material  to an  understanding  of the  Company,  the  proposed
          business of the  Company,  and the  offering of the  Securities.  Each
          Stockholder also  acknowledges  that to Stockholder's  knowledge there
          have been no  general or public  solicitations  or  advertisements  or
          other broadly disseminated disclosures (including, without limitation,
          any advertisement, article, notice or other communication published in
          any newspaper,  magazine or similar media or broadcast over television
          or radio,  or any seminar or meeting whose attendees have been invited
          by any general  solicitation  or  advertising)  by or on behalf of the
          Company regarding an investment in the Securities.

          4. Stockholder Representations and Warranties.

               (a)  Each   Stockholder   represents   and  warrants   that  such
          Stockholder: (i) (A) is employed in a managerial or executive position
          with  the  Company  and is  familiar  with the  Company's  operations,
          financial condition and business prospects,  or (B) is a family member
          of a person  described  in clause (A), and is relying upon such person
          in acquiring the Securities hereunder; and (ii) has had an opportunity
          to select and consult with such  attorneys,  business  consultants and
          any other  person(s) the  Stockholder  has wished to confer with since
          the time when the transactions  contemplated by the Purchase Agreement
          and such  Stockholder's  participation  were first discussed with such
          Stockholder.  Each Stockholder  acknowledges that the Company has made
          available to such Stockholder,  prior to the signing of this Agreement
          and the sale of any  Securities,  the  opportunity to ask questions of
          any person  authorized to act on behalf of the Company  concerning any
          aspect of the investment and to obtain any additional information,  to
          the extent the Company  possesses  such  information or can acquire it
          without  unreasonable  effort or  expense,  necessary  to  verify  the
          accuracy of the information.

               (b) Each  Stockholder  agrees that  Stockholder will not transfer
          any  Securities  if such  transfer  would  result in a default  by the
          Company under the provisions of the Operative Documents.

               (c) Each  Stockholder  agrees  that  Stockholder  will  complete,
          execute  and  file a form  of  election  under  Section  83(b)  of the
          Internal  Revenue Code of 1986, as amended,  with the Internal Revenue
          Service within thirty (30) days of the execution of this Agreement and
          the purchase of the Securities.

          5. Risk Factors.

               (a) Each  Stockholder  acknowledges  to the Company and the other
          Stockholders  that such  Stockholder  knows and  understands  that the
          Company  has  borrowed  a  substantial  portion  of the funds  used to
          operate its business.  It is unlikely that  dividends  will be paid on
          the Securities.  There is no legal  requirement or promise made by the
          Company to declare or pay such dividends and such dividends may not in
          any  event  be paid if such  payment  would  violate  any  term of the
          Operative  Documents.  Certain  of the  Operative  Documents  severely
          restrict the ability of the Company to make any dividend or redemption
          payments  in any case and such  payment  may be  restricted  by future
          agreements  or  instruments  binding on the Company.  If a Stockholder
          ceases to be an employee of the Company such Stockholder's  Securities
          may be subject to certain  rights of the  Company to  repurchase  such
          Securities  under  this  Agreement  or  the  Stockholder's  employment
          agreement  with the  Company,  if any.  Under the  repurchase  payment
          terms,  such  Stockholders may not receive full cash payment in return
          for the Stockholder's Securities for several years. Furthermore,  each

<PAGE>

          Stockholder  acknowledges that he has pledged,  pursuant to the Pledge
          Agreement,  the Securities held by such Stockholder for the benefit of
          the   Company  to  secure   payment  of  the  amounts  due  under  the
          Non-Recourse Note of such  Stockholder.  Under the terms of the Pledge
          Agreements,  each Stockholder may forfeit the Stockholder's Securities
          upon certain defaults under the Non-Recourse  Note or Pledge Agreement
          executed by such Stockholder.  Also,  dividend and redemption payments
          may be made only from funds  available  to the Company for such use as
          provided by applicable law and such dividend and  redemption  payments
          may be restricted by the terms of the Operative Documents.

               (b) Each Stockholder  acknowledges that any financial projections
          or forecasts with respect to the Company are only  forecasts  prepared
          by  management,  which are  subject to many  assumptions  and  factors
          beyond the Company's  control,  and that there are no assurances  that
          these forecasts will be realized.

               (c) Each  Stockholder  acknowledges  to the Company and the other
          Stockholders that Stockholder knows and understands that an investment
          in the  Securities  of the Company is a speculative  investment  which
          involves  a high risk of loss and that on and  after the date  hereof,
          there will be no public market for the Securities and the Company does
          not contemplate that a public market will develop.

          6. Securities Law and Other Matters.

               (a) Each  Stockholder  represents and warrants to the Company and
          the  other   Stockholders   that   Stockholder  used  no  "purchaser's
          representative"  (as that term is used in Regulation D as  promulgated
          by the  Securities  and Exchange  Commission)  in connection  with the
          transactions contemplated by the Operative Documents. Each Stockholder
          represents and warrants to the Company and the other Stockholders that
          neither The Jordan  Company,  LLC  ("Jordan"),  Summit  Capital  Group
          ("Summit") nor any of their respective partners, members,  principals,
          directors, officers, representatives,  attorneys, agents, employees or
          affiliates has acted as a  representative  of said  Stockholder in the
          subject transaction.  Each Stockholder hereby releases Jordan,  Summit
          and each of their respective partners, members, principals, directors,
          officers, representatives, attorneys, agents, employees and affiliates
          from  and  against  any  claims  in  respect  of  each   Stockholder's
          subscription for the Securities and any related transaction  hereunder
          or under the Operative  Documents.  Each  Stockholder  represents  and
          warrants  that  such   Stockholder  has   substantial   knowledge  and
          experience  in  financial,   investment  and  business  matters,   and
          specifically  in the  business of the Company,  and has the  requisite
          knowledge  and  experience  to  evaluate  the risks and merits of this
          investment. Each Stockholder represents and warrants that the decision
          of such Stockholder to purchase the Securities hereunder has been made
          by  such  Stockholder   independent  of  any  other   Stockholder  and
          independent  of any  statements,  disclosures  or  judgments as to the
          properties,  business, prospects or condition (financial or otherwise)
          of the Company which may have been made or given by any Stockholder or
          other person. Each Stockholder  represents and warrants to the Company
          and the Company's  other  stockholders  that  Stockholder can and will
          bear the economic risks of Stockholder's investment in the Company and
          acknowledges  that  the  Stockholder  is able to  hold  the  Company's
          unregistered Stock indefinitely and is able to sustain a complete loss
          if the Securities  become  worthless or are forfeited  pursuant to the
          Pledge Agreement executed by such Stockholder.

               (b)  Each  Stockholder   acknowledges  to  the  Company  and  the
          Company's  other  Stockholders  that the  Securities  being  purchased
          hereunder have not been  registered  under the Securities Act of 1933,
          as  amended,  (the  "Securities  Act") on the ground that the sales of
          Securities pursuant to this Agreement are exempt under Section 4(2) of
          the Securities Act as not  constituting a  distribution,  and that the
          Company's  reliance on such  exemption is  predicated  in part on each
          Stockholder's representation which Stockholder herewith makes that the
          Securities  have been  acquired  solely by and for the account of such
          Stockholder for investment  purposes only, and are not being purchased
          for subdivision, fractionalization, resale or distribution. Other than
          as expressly set forth in the Operative  Documents,  such  Stockholder
          has no contract, undertaking,  agreement or arrangement with any other
          Stockholder to sell,  transfer or pledge to such other  Stockholder or
          anyone  else  the   Securities   (or  any  part  thereof)  which  such
          Stockholder  has  purchased  hereunder,  and such  Stockholder  has no
          present  plans  or  intentions  to  enter  into  any  such   contract,
          undertaking,  agreement or  arrangement.  The Securities have not been
          registered or qualified for resale under  applicable  securities laws,
          and  may  not  be  sold  except  pursuant  to  such   registration  or
          qualification  thereunder or an exemption therefrom.  Such Stockholder
          has adequate  means of providing for  Stockholder's  current needs and

<PAGE>

          possible  contingencies.  Each Stockholder further acknowledges to the
          Company that the  Securities  being sold to said  Stockholder  must be
          held  indefinitely  unless they are subsequently  registered under the
          Securities  Act or a transfer is made  pursuant to an  exemption  from
          such  registration,  including,  for  example,  pursuant  to Rule  144
          thereunder.  Each Stockholder  further  represents and warrants to the
          Company and the Company's other  stockholders that such  Stockholder's
          financial  condition is such that Stockholder is not under any present
          necessity  or  constraint,  and does not  foresee  in the  future  any
          necessity  or  constraint,  to dispose of these  shares to satisfy any
          existing or contemplated debt or undertaking.

               (c) In the event that in the future  the  Company  engages in any
          negotiation or  transaction  (including a merger or  consolidation  or
          other  reorganization  by or of the  Company)  in which  Regulation  D
          promulgated by the  Securities and Exchange  Commission may or will be
          available to the Company,  each of the  Stockholders who is not then a
          professional  investor agrees  irrevocably (and with the knowledge and
          intention that the other holders of the Company's stock of all classes
          will  rely  thereon  in making  their  respective  present  investment
          decisions)  that  Stockholder  will,  within 5 business days of notice
          from the  Company,  which may be given in the sole  discretion  of the
          Company,  appoint a purchaser's  representative or representatives who
          shall  be  qualified  and  acceptable  to the  Company  and any  other
          person(s) who is (are)  involved in the proposed  transaction  so that
          the maximum benefits of Regulation D shall be available to the Company
          and all of its Stockholders. Any Stockholder who does not perform this
          covenant shall be liable to the Company and all of the Company's other
          stockholders  for any  damage  or loss  that may or might be  incurred
          thereby.

          7. Registration Rights.

               The Securities  have not been  registered  under Federal or state
          securities  laws and, in  consequence  thereof,  all of the Securities
          must be held  indefinitely  unless (a)  subsequently  registered under
          applicable  Federal and state  securities  laws or (b) exemptions from
          such  registration  are  available  at the time of a proposed  sale or
          transfer thereof.  Except as set forth in the Stockholders  Agreement,
          the Company has no agreements in respect of a  registration  statement
          under either Federal or state law.

          8. Legend.

               All  certificates  representing  shares  of  Securities  shall be
          endorsed as follows:

               "THIS  CERTIFICATE IS SUBJECT TO, AND IS  TRANSFERABLE  ONLY UPON
          COMPLIANCE  WITH, THE PROVISIONS OF A  STOCKHOLDERS  AGREEMENT,  DATED
          FEBRUARY  2,  2001,   AMONG  THE  COMPANY  AND  ITS  STOCKHOLDERS  AND
          SUBSCRIPTION AGREEMENTS, DATED FEBRUARY 2, 2001, AMONG THE COMPANY AND
          CERTAIN INVESTORS  THEREIN.  REFERENCE ALSO IS MADE TO THE RESTRICTIVE
          PROVISIONS  OF THE  CERTIFICATE  OF  INCORPORATION  AND BY-LAWS OF THE
          COMPANY. A COPY OF THE ABOVE REFERENCED  AGREEMENTS ARE ON FILE AT THE
          OFFICE OF THE COMPANY,  2997  CLARKSON  ROAD,  CHESTERFIELD,  MISSOURI
          63017.

               THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
          EXCEPT  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION   STATEMENT,  OR  AN
          EXEMPTION FROM REGISTRATION, UNDER SAID ACT."

          9. Repurchase Provisions.

               (a) Call Upon  Termination.  If the  employment by the Company of
          any Stockholder is terminated at any time:


                    (i) by the  Company or the  Stockholder  due to the death of
               the Stockholder;

                    (ii) by the Company or the Stockholder due to Disability (as
               defined in Section 11);

                    (iii) by the  Company  due to Cause or  Material  Breach (as
               defined in Section 11);

                    (iv) by the Company due to  Unsatisfactory  Performance  (as
               defined in Section 11);

                    (v) by the  Company  due to any  reason not  referred  to in
               clauses (i) through (iv), or for no reason,

<PAGE>

                    (vi) by the  Stockholder  due to Good  Reason (as defined in
               Section 11); or

                    (vii) by the  Stockholder  due to Retirement  (as defined in
               Section 11); or

                    (viii) by the Stockholder  voluntarily or for any reason not
               referred to in clauses (i), (ii) or (vi) or for no reason,  then,
               all,  but not less  than  all,  of the  Securities  owned by such
               Stockholder   and  by  all  of   such   Stockholder's   Permitted
               Transferees  under the Stockholders  Agreement may be repurchased
               by the Company, at the option of the Company, at the "call" price
               for the Securities, as follows:

                         1. If the  termination  is for the reason  described in
                    clause  (iii)  above,  the call  price for  shares of Common
                    Stock shall be Cost (as defined in Section  11),  payable in
                    cash,  Three Year Junior Notes (as defined in Section 11) or
                    any combination thereof.

                         2.  If the  termination  is for  reasons  described  in
                    clauses (i), (ii), (iv) or (vi):

                         (A) If the  termination  occurs on or before  the first
                    anniversary of this Agreement,  the call price for shares of
                    Common Stock shall be Cost, payable in cash.

                         (B)  If  the   termination   occurs   after  the  first
                    anniversary  of this  Agreement  and on or before the second
                    anniversary of this Agreement,  the call price for shares of
                    Common  Stock  shall be as  follows:  (i) for 33 1/3% of the
                    called  shares the call price shall be the Fair Market Value
                    of the  shares  on the date of the  call,  payable  in cash,
                    Three Year Junior Notes or any combination thereof,  subject
                    to the  provisions of Section 9(i);  and (ii) for 66 2/3% of
                    the call shares the call price shall be the Cost of the call
                    shares, payable in cash.

                         (C)  If  the   termination   occurs  after  the  second
                    anniversary  of this  Agreement  and on or before  the third
                    anniversary of this Agreement,  the call price for shares of
                    Common  Stock  shall be as  follows:  (i) for 66 2/3% of the
                    call shares the call price shall be the Fair Market Value of
                    the shares on the date of the call,  payable in cash,  Three
                    Year Junior Notes or any combination thereof, subject to the
                    provisions of Section 9(i); and (ii) for 33 1/3% of the call
                    shares the call price shall be the Cost of the call  shares,
                    payable in cash.

                         (D)  If  the   termination   occurs   after  the  third
                    anniversary of this Agreement,  the call price for shares of
                    Common  Stock  shall  be the Fair  Market  Value of the call
                    shares on the date of the call,  payable in cash, Three Year
                    Junior  Notes or any  combination  thereof,  subject  to the
                    provisions of Section 9(i).

                         3.  If the  termination  is for  reasons  described  in
                    clauses  (v) or (vii)  above,  the call  price for shares of
                    Common  Stock shall be the Fair  Market  Value of the called
                    shares on the date of the call,  payable in cash, Three Year
                    Junior Notes or any combination thereof.

                         To exercise the foregoing call rights, the Company must
                    notify the  Stockholder  of its exercise of such call rights
                    within six months following termination.

                         4.  If the  termination  is for  reasons  described  in
                    clause (viii) above:

                         (A) If the  termination  occurs on or before  the third
                    anniversary of this Agreement,  the call price for shares of
                    Common  Stock  shall be Cost,  payable  in cash,  Three Year
                    Junior Notes or any combination thereof.

                         (B)  If  the   termination   occurs   after  the  third
                    anniversary of this Agreement,  the call price for shares of
                    Common  Stock shall be the Fair  Market  Value of the called
                    shares on the date of the call,  payable in cash, Three Year
                    Junior Notes or any combination thereof.
<PAGE>

                         To exercise the foregoing call rights, the Company must
                    notify the  Stockholder  of its exercise of such call rights
                    within six months following  termination.  In the event that
                    the termination of the Stockholder  relates to circumstances
                    involving Cause or Material Breach,  then the Company's call
                    rights  under  Section  9(a) will take  precedence  over and
                    supersede any Stockholder put rights hereunder.

                         5. If the  termination  is for any  reason  other  than
                    Cause or Material  Breach,  the call price for  unexercised,
                    but earned and vested Stock Options (determined  pursuant to
                    the terms and  conditions  of the Company Stock Option Plan)
                    shall be the Fair Market  Value of the Option  Shares  which
                    the  Stockholder  would have  received  had the  Stockholder
                    exercised  the  Options  less  the  exercise  price  of such
                    Options,  payable in cash,  Three Year  Junior  Notes or any
                    combination  thereof  (subject to the  provisions of Section
                    9(i)).  Pursuant to the Company  Stock Option  Plan,  if the
                    termination  is for Cause or  Material  Breach,  all of such
                    Stockholder's    Options   will   upon   the   Stockholder's
                    termination be considered  unvested,  irrespective  of being
                    previously  vested, and the Options of such Stockholder will
                    automatically terminate and expire without any payment.

               (b) Stockholder  Put Rights.  If the employment by the Company of
          any Stockholder is terminated at any time:

                    (i) due to the death of the Stockholder;

                    (ii) due to Disability;

                    (iii) by the Company due to Unsatisfactory Performance;

                    (iv) by the  Company  due to any reason not  referred  to in
               clause (i) or (ii) other than Cause or Material Breach;

                    (v) by the Stockholder due to Good Reason; or

                    (vi)  by  the  Stockholder  due  to  Retirement;   then  the
               Stockholder  (or,  solely  in the case of  death,  the  person or
               persons  to whom the  Stockholder's  rights  with  respect to the
               Securities  shall have  lawfully  passed by will or by applicable
               law) may, at the Stockholder's or their option, cause the Company
               to  repurchase  any or all of the  Common  Stock  owned  by  such
               Stockholder and by all of the Stockholder's Permitted Transferees
               under  the  Stockholders  Agreement  at the put  price  described
               below:

                         1.  If the  Termination  is for  reasons  described  in
                    clause (i), (ii), (iii) or (v) above:

                         (A) If the  termination  occurs on or before  the first
                    anniversary of this  Agreement,  the put price for shares of
                    Common Stock shall be Cost, payable in cash.

                         (B)  If  the   termination   occurs   after  the  first
                    anniversary  of this  Agreement  and on or before the second
                    anniversary of this  Agreement,  the put price for shares of
                    Common Stock shall be as follows: (i) for 33 1/3% of the put
                    shares the put price shall be the Fair  Market  Value of the
                    shares on the date of the put,  payable in cash,  Three Year
                    Junior  Notes or any  combination  thereof,  subject  to the
                    provisions of Section 9(i);  and (ii) for 66 2/3% of the put
                    shares  the put price  shall be the Cost of the put  shares,
                    payable in cash.

                         (C)  If  the   termination   occurs  after  the  second
                    anniversary  of this  Agreement  and on or before  the third
                    anniversary of this  Agreement,  the put price for shares of
                    Common Stock shall be as follows: (i) for 66 2/3% of the put
                    shares the put price shall be the Fair  Market  Value of the
                    shares on the date of the put,  payable in cash,  Three Year
                    Junior  Notes or any  combination  thereof,  subject  to the
                    provisions of Section 9(i);  and (ii) for 33 1/3% of the put
                    shares  the put price  shall be the Cost of the put  shares,
                    payable in cash.
<PAGE>

                         (D)  If  the   termination   occurs   after  the  third
                    anniversary of this  Agreement,  the put price for shares of
                    Common  Stock  shall  be the  Fair  Market  Value of the put
                    shares on the date of the put,  payable in cash,  Three Year
                    Junior  Notes or any  combination  thereof,  subject  to the
                    provisions of Section 9(i).

                         2.  If the  termination  is for  reasons  described  in
                    clauses  (iv) or (vi)  above,  the put price  for  shares of
                    Common  Stock  shall  be the  Fair  Market  Value of the put
                    shares on the date of the put,  payable in cash,  Three Year
                    Junior Notes or any combination thereof.

                         3. If the  termination  is for any  reason  other  than
                    Cause or Material Breach, the put price for unexercised, but
                    earned  and  vested  Options  (determined  pursuant  to  the
                    Company  Option  Plan) shall be the Fair Market Value of the
                    Option Shares which the Stockholder  would have received had
                    the  Stockholder  exercised  the Options,  less the exercise
                    price of such Options,  payable in cash, Three Year Notes or
                    any  combination  thereof  (subject  to  the  provisions  of
                    Section  9(i)).  Pursuant to the Company Option Plan, if the
                    termination  is for Cause or  Material  Breach,  all of such
                    Stockholder's    Options   will   upon   the   Stockholder's
                    termination be considered  unvested,  irrespective  of being
                    previously  vested, and the Options of such Stockholder will
                    automatically terminate and expire without any payment.

                         To exercise the foregoing put rights,  the  Stockholder
                    or such  persons  who may  exercise  the put must notify the
                    Company of its or their  exercise of such put rights  within
                    six  months  following  termination.  In the event  that the
                    termination  of the  Stockholder  relates  to  circumstances
                    involving Cause or Material Breach,  then the Company's call
                    rights  under  Section  9(a) will take  precedence  over and
                    supersede any Stockholder put rights hereunder.

               (c) Put Upon Voluntary Stockholder Termination. If the employment
          by the Company of the  Stockholder  is terminated  by the  Stockholder
          voluntarily  or for any reason not  referred to in clauses (i) through
          (vi) of Section 9(b),  and the Company  would not  otherwise  have the
          right to terminate  the  employment  of the  Stockholder  for Cause or
          Material Breach,  then the Stockholder,  at Stockholder's  option, may
          cause  the  Company  to  repurchase  the  Common  Stock  owned by such
          Stockholder  and by all of  the  Stockholder's  Permitted  Transferees
          under the Stockholders Agreement at the put price described below:

                    (A)  If  the  termination  occurs  on or  before  the  third
               anniversary  of this  Agreement,  the  put  price  shall  be Cost
               payable in cash;  provided,  however,  the Stockholder shall have
               the right to put only the number of shares of Common  Stock whose
               aggregate  Cost equals the  Stockholder's  Percentage  of the Put
               Pool (as defined in Section 11) at the date of the put,  and with
               any remaining shares  continuing to be held by such  Stockholder,
               subject to the call provisions of this Agreement.

                    (B) If the  termination  is after the third  anniversary  of
               this  Agreement,  the put price shall be Fair Market Value,  with
               the amount equal to Cost of such Securities  payable in cash, and
               for any amount equal to Fair Market Value minus Cost, payable, at
               the option of the  Company,  in cash,  Three Year Junior Notes or
               any combination thereof; provided,  however, that the Stockholder
               shall  have the right to put only the  number of shares of Common
               Stock whose aggregate Cost equals the Stockholder's Percentage of
               the Put  Pool at the date of the  put,  and  with  any  remaining
               shares continuing to be held by such Stockholder,  subject to the
               call provisions of this Agreement.

                    To exercise the foregoing  put rights,  the  Stockholder  or
               such  persons who may exercise the put must notify the Company of
               its or  their  exercise  of such put  rights  within  six  months
               following  termination.  In the event that the termination of the
               Stockholder  relates to circumstances  involving Cause,  then the
               Company's  call rights under  Section  9(a) will take  precedence
               over and supersede any Stockholder put rights hereunder.
<PAGE>

               (d) Payment of Non-Recourse Notes; Right of Set-Off.  (i) Amounts
          payable to a Stockholder upon the repurchase of Securities pursuant to
          this  Section 9 shall first be applied to the  outstanding  principal,
          interest and any other amounts owed under the  Non-Recourse  Note made
          by such  Stockholder  and (ii) the  Company,  in addition to any other
          rights or  remedies  available  to the  Company,  shall be entitled to
          set-off  and reduce any  amounts  payable  to a  Stockholder  upon the
          repurchase  of  Securities  pursuant  to  this  Section  9 for (A) any
          obligations or  liabilities of such  Stockholder to the Company or (B)
          any  claims  by  the  Company  against  such  Stockholder  under  this
          Agreement or any other agreement, written or oral, between the Company
          and such Stockholder,  in each case, after such obligation,  liability
          or claim becomes a final decision of a court of competent jurisdiction
          which is not subject to appeal.

               (e)  Expiration  of Repurchase  Option.  If the  repurchase  call
          rights set forth in  Sections  9(a) or the  repurchase  put rights set
          forth in Sections 9(b) and 9(c) are not exercised within six months of
          termination of employment of a  Stockholder,  such call rights and put
          rights will expire. This Section 9 shall terminate upon (i) an initial
          public  offering of any shares of  Securities  for which the aggregate
          purchase price of the  Securities  sold is in excess of $30 million or
          (ii) a Sale of the Company (as defined in Section 11).

               (f)  Restrictions  on  Payments by the  Company.  Notwithstanding
          anything to the contrary contained in this Agreement,  all repurchases
          pursuant to this Section 9, including issuances of and payments by the
          Company  on,  the Three  Year  Junior  Notes,  shall be subject to (i)
          applicable   restrictions   contained  in  any  applicable  law,  (ii)
          restrictions contained in the Company's and its subsidiaries' debt and
          equity  financing  agreements,  including the Credit Agreement and the
          Indenture,  each as amended and in effect  from time to time,  and any
          Senior  Indebtedness  (as defined in the Three Year Junior  Notes) and
          (iii) the availability of cash to make any lump sum cash payments.  If
          any such  restrictions  or  unavailability  prohibit the repurchase of
          Securities or other capital stock of the Company  hereunder  which the
          Company is  otherwise  entitled or  required to make,  the Company may
          make such  repurchases  as soon as it is permitted to do so under such
          restrictions.

               (g) In the event  that the  Company  is  obligated  to pay to the
          Stockholder  the Fair Market Value of any put or call shares  pursuant
          to the  provisions  of Section 9 (other  than with  respect to Section
          9(a)(3) to which this  Section  9(g)  shall not  apply),  and the Fair
          Market  Value of such  shares  exceeds  the cost of such  shares,  the
          Company may, at its option, pay the difference between the Fair Market
          Value of the  shares  and the cost of the  shares in cash,  Three Year
          Junior Notes or any combination thereof.

               (h) In the  event the  Company  elects  or is  obligated  to make
          payments  in cash  pursuant  to the  provisions  of  Section  9,  such
          payments  will be made within  twelve months of the date of the put or
          call,  as the case may be. In the event that the Company  elects or is
          obligated to make payments in Three Year Junior Notes, such notes will
          be  executed  and  delivered  within 90 days of the date of the put or
          call, as the case may be.

               (i) In the event any put or call  pursuant to the  provisions  of
          Section 9 arises due to the death or disability of any Stockholder and
          the  Company  has the  option of  paying a portion  of the put or call
          price  in cash or  Three  Year  Junior  Notes,  the  Company  will use
          commercially reasonable efforts to pay such put or call price in cash.

          10. Non-Competition/Non-Disclosure Provisions.

               (a)  Non-Competition.  In consideration  of this Agreement,  each
          Stockholder covenants and agrees that during the Restricted Period (as
          defined in Section  11),  such  Stockholder  shall  not,  without  the
          express  written  approval of the Board of  Directors  of the Company,
          directly  or  indirectly,  in one or a series  of  transactions,  own,
          manage, operate, control, invest or acquire an interest in, whether as
          a  proprietor,   partner,  stockholder,   lender,  director,  officer,
          employee, joint venturer, investor, lessor, supplier, customer, agent,
          representative   or  other   participant,   or  otherwise   engage  or
          participate in, whether as a proprietor, partner, stockholder, lender,
          director,   officer,  employee,  joint  venturer,   investor,  lessor,
          supplier,  customer, agent,  representative or other participant,  any
          business which competes,  directly or indirectly, with the Business in
          the Market ("Competitive  Business") without regard to (A) whether the
          Competitive  Business has its office,  manufacturing or other business
          facilities  within or  without  the  Market,  (B)  whether  any of the

<PAGE>

          activities of the Stockholder referred to above occur or are performed
          within or without the Market or (C) whether the  Stockholder  resides,
          or reports  to an office,  within or  without  the  Market;  provided,
          however,  that  (x)  the  Stockholder  may,  anywhere  in the  Market,
          directly  or  indirectly,  in one or a series  of  transactions,  own,
          invest  or  acquire  an  interest  in up to five  percent  (5%) of the
          capital stock of a corporation whose capital stock is traded publicly,
          or that (y) Stockholder may accept employment with a successor company
          to the Company.

               (b)  Notwithstanding  the provisions of any employment  agreement
          between the Company and such  Stockholder,  the Company  covenants and
          agrees to provide  Benefits and pay Base  Compensation to the affected
          Stockholder  during any  applicable  Restricted  Period (as defined in
          Section 11).

               (c)  In  consideration   of  this  Agreement,   each  Stockholder
          covenants  and agrees that during the period  such  Stockholder  is an
          officer,  director  or  employee  of the  Company  and for  two  years
          thereafter,  the Stockholder shall not (A) directly or indirectly,  in
          one or a series of transactions,  recruit, solicit or otherwise induce
          or influence any proprietor,  partner, stockholder,  lender, director,
          officer,  employee,  sales agent,  joint venturer,  investor,  lessor,
          supplier,  agent,  representative  or any  other  person  which  has a
          business  relationship with the Company or had a business relationship
          with the Company within the  twenty-four  (24) month period  preceding
          the date of the incident in question, to discontinue, reduce or modify
          such employment,  agency or business relationship with the Company, or
          (B)  employ or seek to employ or cause  any  Competitive  Business  to
          employ  or seek to employ  any  person or agent who is then (or was at
          any time within six (6) months  prior to the date the  Stockholder  or
          the  Competitive  Business  employs  or seeks to employ  such  person)
          employed or retained by the Company.  Notwithstanding  the  foregoing,
          nothing herein shall prevent the  Stockholder  from providing a letter
          of  recommendation  to an employee with respect to a future employment
          opportunity.

               (d)   Non-Disclosure.   Each  Stockholder   further  agrees  that
          Stockholder  will not,  directly or  indirectly  in one or a series of
          transactions  disclose to any person or use or  otherwise  exploit for
          the  Stockholder's own benefit or for the benefit of anyone other than
          the Company any  Confidential  Information  (as defined below) whether
          prepared  by  the  Stockholder  or not  provided,  however,  that  any
          Confidential    Information    may   be    disclosed    to   officers,
          representatives,  employees and agents of the Company who need to know
          such  Confidential  Information  in order to perform  the  services or
          conduct the  operations  required or expected of them in the Business.
          The  Stockholder  shall  use  Stockholder's   commercially  reasonable
          efforts  to  cause  all  persons  or  entities  to  whom  Confidential
          Information shall be disclosed by Stockholder hereunder to observe the
          terms and  conditions  set forth  herein as though each such person or
          entity was bound  hereby.  The  Stockholder  shall have no  obligation
          hereunder to keep confidential any Confidential  Information if and to
          the extent disclosure of any thereof is specifically  required by law;
          provided,  however,  that  in the  event  disclosure  is  required  by
          applicable law, the Stockholder  shall provide the Company with prompt
          notice of such  requirement,  prior to making any disclosure,  so that
          the Company may seek an appropriate  protective  order. At the request
          of the Company,  the Stockholder  agrees to deliver to the Company all
          Confidential  Information which Stockholder may possess or control. As
          used   herein,   the  term   "Confidential   Information"   means  any
          confidential  information  including,  without limitation,  any study,
          data,  calculations,  software  storage media or other  compilation of
          information,  patent, patent application,  copyright, trademark, trade
          name, service mark, service name, "know-how",  trade secrets, customer
          lists,  details of client or consultant  contracts,  pricing policies,
          operational   methods,   marketing   plans  or   strategies,   product
          development  techniques or plans,  business  acquisition  plans or any
          portion or phase of any  scientific or technical  information,  ideas,
          discoveries,  designs,  computer programs  (including source of object
          codes),  processes,   procedures,   formulas,  improvements  or  other
          proprietary or intellectual property of the Company, whether or not in
          written or tangible form, and whether or not registered, and including
          all files, records,  manuals,  books,  catalogues,  memoranda,  notes,
          summaries,  plans,  reports,  records,  documents  and other  evidence
          thereof.  The term  "Confidential  Information" does not include,  and
          there shall be no obligation  hereunder  with respect to,  information
          that becomes generally  available to the public other than as a result
          of a disclosure by the Stockholder not permissible hereunder.
<PAGE>

               (e) Specific Performance. All the parties hereto agree that their
          rights under this Section 10 are special and unique and that violation
          thereof would not be adequately  compensated by money damages and each
          grants  the  others  the  right  to  specifically  enforce  (including
          injunctive relief where appropriate) the terms of this Agreement.

          11. Definitions.

               (a) "Base  Compensation"  means, with respect to any Stockholder,
          the Stockholder's annual base salary at the highest rate calculated on
          a per annum basis during the twelve month period preceding the date of
          termination.

               (b) "Benefits"  means health  insurance  plans and related fringe
          benefit programs, if any, maintained by the Company for the benefit of
          a  Stockholder  in the  Stockholder's  capacity  as an employee of the
          Company.

               (c) "Business"  means any business  conducted by or engaged in by
          the  Company,  or  proposed  to be  conducted  by or engaged in by the
          Company  on or  prior  to the  date  hereof  or at any  time  while  a
          stockholder of the Company.

               (d) "Cause" means any of the following:

                    (i)  Stockholder's  commission or conviction of any crime or
               criminal  offense  involving  monies  or other  property,  or any
               felony;

                    (ii)  Stockholder's  commission  or  conviction  of fraud or
               embezzlement; or

                    (iii)  Stockholder's  material and knowing  violation of any
               obligations imposed upon Stockholder,  personally,  as opposed to
               upon the Company,  whether as a stockholder  or otherwise,  under
               this  Agreement or the Operative  Documents;  provided,  that the
               Stockholder  has been given  notice and 90 days from such  notice
               fails to cure the violation;

               (e) "Cost" means the initial subscription price for the shares of
          Common Stock at the time of subscription  under the Original Agreement
          or this Agreement, as applicable.

               (f)  "Determination  Period"  means  the  last  four  consecutive
          completed  fiscal  quarters  as set  forth  on the  audited  financial
          statements  of the  Company  immediately  preceding  the "call" or the
          "put"  exercised  pursuant  to Section 9 for which Fair  Market  Value
          shall be used to determine the "call" or "put" price.

               (g) "Disability"  means due to physical or mental  disability any
          Stockholder is unable to perform, and does not perform,  Stockholder's
          duties as an employee of the  Company (i) for a  continuous  period of
          180  days or (ii) at such  earlier  time as such  Stockholder  submits
          satisfactory  medical  evidence that the Stockholder has a physical or
          mental disability which will likely prevent him from returning to work
          within  180 days.  Determination  of  Disability  shall be made in the
          reasonable  judgment  of the Board of  Directors.  In the event of any
          inconsistency  between the  definition  of  disability  herein and the
          definition  of  such  term in any  employment  agreement  between  the
          Stockholder  and the Company then in effect,  the  definition  of such
          term in such  employment  agreement shall control for purposes of this
          Agreement.

               (h)  "EBITDA"  shall have the  meaning  given to such term in the
          Credit Agreement, as amended or supplemented from time to time.

               (i)  "Executive  Management  Group"  shall  mean  the  management
          signatories to this Agreement (including by execution of a counterpart
          to this Agreement), the Original Agreement or a stock option agreement
          issued pursuant to the Stock Option Plan.

               (j) "Fair Market Value" means, for any  Determination  Period, an
          amount equal to (i) 6.0 multiplied by the EBITDA for the Determination
          Period  less  (ii)  the  aggregate   amount  of  all  indebtedness  or
          capitalized leases of the Company (including,  without limitation, the
          Credit Agreement and the Indenture)  immediately  prior to the call or
          put date (including,  without limitation,  interest accrued but unpaid
          immediately  prior to the call date, all determined in accordance with
          GAAP (except that working capital  borrowing will be averaged over the
          Determination   Period)  less  (iii)  the  aggregate   amount  of  the
          liquidation  value of all preferred  stock of the Company  outstanding

<PAGE>

          immediately  prior  to the call or put  date,  including  accrued  but
          unpaid  dividends,  all  determined in accordance  with GAAP plus (iv)
          cash or cash equivalents held by the Company  immediately prior to the
          call or put date; provided,  however,  that Fair Market Value shall in
          no event be less than Cost; provided,  further,  that, with respect to
          shares  subscribed  for  under  the  Original  Agreement,  the  number
          "5.0"shall be used in clause (i) instead.

               (k) "GAAP" means the generally accepted accounting  principles in
          the United States of America in effect from time to time, applied on a
          consistent basis both as to classification of items and amounts.

               (l) "Good  Reason"  means as a result of  material  reduction  in
          Stockholder's    authority,    perquisites,    salary,   position   or
          responsibilities (other than such a reduction which affects all of the
          Company's senior executives on a substantially  equal or proportionate
          basis),  the relocation of the Company's  primary place of business or
          the relocation of Stockholder by the Company to another Company office
          more  than 50 miles  from  Chesterfield,  Missouri,  or the  Company's
          willful,  material  violation of its obligations under this Agreement,
          in each case,  after 60 days' prior written  notice to the Company and
          its Board of Directors  and the Company's  failure  thereafter to cure
          such reduction or violation.

               (m) "Market" means any county in the United States of America and
          each similar  jurisdiction in Canada and in any other country in which
          the Business was conducted by or engaged in by the Company on or prior
          to the date hereof or is conducted  or engaged in by the  Company,  or
          for which the Company is planning development.

               (n) "Material Breach" means:

                    (i) Stockholder's  breach of any of Stockholder's  fiduciary
               duties to the Company or its  stockholders or making of a willful
               misrepresentation or omission which breach,  misrepresentation or
               omission  would  reasonably be expected to  materially  adversely
               affect the business,  properties, assets, condition (financial or
               other) or prospects of the Company;

                    (ii) Stockholder's  willful,  continual and material neglect
               or failure to discharge Stockholder's duties, responsibilities or
               obligations  prescribed by the Company (other than arising solely
               due to physical or mental disability);

                    (iii) Stockholder's  habitual drunkenness or substance abuse
               which  materially   interferes  with  Stockholder's   ability  to
               discharge  Stockholder's duties,  responsibilities or obligations
               prescribed by the Company;

                    (iv)  Stockholder's  violation  of  any  non-competition  or
               confidentiality  agreement  with the Company,  including  without
               limitation,  those set forth in Section 10 of this Agreement,  or
               any other agreements with the Company; and

                    (v) Stockholder's gross neglect of Stockholder's  duties and
               responsibilities,   as  determined  by  the  Company's  Board  of
               Directors;in  each case, for purposes of clauses (i) through (v),
               after  the  Company  or  the  Board  of  Directors  has  provided
               Stockholder  with 60 days' written  notice of such  circumstances
               and the possibility of a Material Breach,  and Stockholder  fails
               to cure such  circumstances  and Material  Breach within those 60
               days.

               (o) "Put Pool" means the lesser of (i) the amount equal to 10% of
          the net increase (after giving full effect to any losses or reductions
          therein),  measured from the date hereof,  in the  Company's  retained
          earnings  determined in accordance  with GAAP,  less the amount of any
          extraordinary, nonrecurring gains, or (ii) $1 million.

               (p) "Restricted Period" means with respect to any
               Stockholder,   24  months  from  the  date  of   termination   of
               employment.

               (q)  "Retirement"   shall  mean  any  voluntary   termination  of
          employment  by  a  Stockholder   for  any  reason  other  than  Death,
          Disability, Cause, Material Breach or Unsatisfactory Performance after
          such Stockholder reaches age 65.

               (r) "Right of First  Refusal"  shall  mean an option,  but not an
          obligation,  to  purchase  the  Common  Stock  of the  Company  from a
          Stockholder at the same terms as the proposed sale.
<PAGE>

               (s) "Sale",  "sell",  "transfer"  and the like shall  include any
          disposition by way of transfer, with or without consideration,  to any
          person for any purpose and shall include,  but shall not be limited in
          any way to,  redemption  by the  issuer,  private  or  public  sale or
          exchanges of  securities or any other  similar  transaction  involving
          stock.

               (t) "Sale of the  Company"  means the sale of the  Company  to an
          independent  third party or group of third  parties  pursuant to which
          such  party or  parties  acquire  (i)  capital  stock  of the  Company
          possessing  the voting  power under  normal  circumstances  to elect a
          majority  of the  Company's  Board of  Directors  (whether  by merger,
          consolidation  or sale or transfer of the Company's  capital stock) or
          (ii) all or substantially  all of the Company's assets determined on a
          consolidated basis.

               (u)   "Stockholder's   Percentage"   means  with  respect  to  an
          individual  Stockholder,  the  percentage  equal to the  fraction  the
          numerator  of which is the number of shares of Common  Stock  owned by
          the  Stockholder  and by all of  Stockholder's  Permitted  Transferees
          under  the  Stockholders  Agreement  and the  denominator  of which is
          10,037.214.

               (v) "Subscription  Price" shall mean the aggregate purchase price
          for the Company's Common Stock for each given Stockholder.

               (w) "Three  Year Junior  Notes"  means a  promissory  note of the
          Company in the form attached hereto as Exhibit 5.

               (x) "Unsatisfactory Performance" means a Stockholder's failure to
          perform  Stockholder's  duties to the standards set by the Board (such
          determination  to be  solely  within  the  discretion  of the  Board);
          provided, that Stockholder has been given notice and 30 days from such
          notice fails to cure such unsatisfactory performance.

          12. Miscellaneous.

               (a) Subject to the conditions of transfer of Securities hereunder
          and in the  Stockholders  Agreement,  this Agreement  shall be binding
          upon and shall inure to the benefit of each individual Stockholder and
          Stockholder's respective heirs, executors, administrators, assigns and
          legal representatives and to the Company and its respective successors
          and assigns,  by way of merger,  consolidation  or operation of law or
          otherwise.  Once a  Stockholder  is no  longer  a  stockholder  of the
          Company all rights and benefits (but not the  obligations)  previously
          enjoyed by such party  pursuant to the terms of this  Agreement  shall
          automatically terminate with respect to such party.

               (b) Prior to consummation of any transfer of Securities held by a
          Stockholder  permitted under the  Stockholders  Agreement,  except for
          transfers  pursuant to a public  offering,  such party shall cause the
          transferee to execute an agreement in which the  transferee  agrees to
          be  bound  by  the  terms  of  this  Agreement  and  the  Stockholders
          Agreement.

               (c) The  Stockholders in the Executive  Management Group shall be
          afforded a Right of First  Refusal to  purchase  Securities  held by a
          Stockholder  if such  Stockholder  elects to transfer  any  Securities
          other  than  as  described  in  Section  4.2(b)  of  the  Stockholders
          Agreement. In the event that this right is not exercised by any member
          of the Executive Management Group, such right will vest in the Company
          and the other Stockholders as set forth in the Stockholders Agreement.

               (d) Each Stockholder  acknowledges that the Company may purchase,
          at its sole expense,  a life insurance  policy,  the proceeds of which
          will be used to  purchase  Stockholder's  Securities  in the  event of
          Stockholder's  death and each  Stockholder  hereby agrees to cooperate
          with the Company in obtaining such insurance.

               (e) Nothing in this Agreement  shall  constitute an agreement by,
          or shall  impose any  obligation  upon,  the Company to employ,  or to
          continue to employ, any Stockholder,  or shall constitute an agreement
          by, or shall impose any  obligation  upon, the Company with respect to
          the terms and  conditions of employment of any  Stockholder,  and will
          not limit or restrict,  in any manner,  the Company's right or ability
          to terminate any Stockholder.
<PAGE>

               (f) The language used in this  Agreement will be deemed to be the
          language  chosen by the parties hereto to express their mutual intent,
          and no rule of strict construction will be applied against any person.

               (g) THIS AGREEMENT SHALL BE GOVERNED BY,  CONSTRUED,  APPLIED AND
          ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF
          THE PARTIES  HERETO  ACKNOWLEDGES  AND AGREES THAT IN THE EVENT OF ANY
          BREACH OF THIS AGREEMENT, THE NON-BREACHING PARTY WOULD BE IRREPARABLY
          HARMED AND COULD NOT BE MADE WHOLE BY MONETARY  DAMAGES,  AND THAT, IN
          ADDITION  TO ANY OTHER  REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW OR
          IN  EQUITY,  THE  PARTIES  SHALL  BE  ENTITLED  TO SUCH  EQUITABLE  OR
          INJUNCTIVE  RELIEF  AS MAY BE  APPROPRIATE.  EACH  PARTY  AGREES  THAT
          JURISDICTION AND VENUE WILL BE PROPER IN THE SOUTHERN  DISTRICT OF NEW
          YORK AND WAIVES ANY OBJECTIONS  BASED UPON FORUM NON CONVENIENS.  EACH
          PARTY WAIVES PERSONAL SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND
          COMPLAINT  COMMENCING AN ACTION OR PROCEEDING SHALL BE PROPERLY SERVED
          AND SHALL CONFER  PERSONAL  JURISDICTION  IF SERVED BY  REGISTERED  OR
          CERTIFIED  MAIL  TO THE  PARTY  AT  THE  ADDRESS  SET  FORTH  IN  THIS
          AGREEMENT,  OR AS  OTHERWISE  PROVIDED BY THE LAWS OF THE STATE OF NEW
          YORK OR THE  UNITED  STATES.  THE  CHOICE  OF FORUM  SET FORTH IN THIS
          SECTION 12(g) SHALL NOT BE DEEMED TO PRECLUDE THE  ENFORCEMENT  OF ANY
          JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING OF ANY ACTION UNDER
          THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE JURISDICTION.

               (h) Each of the  Stockholders  agrees and  acknowledges  that the
          Operative  Documents and any other  agreement or  instrument  that may
          restrict the ability of the Company to make any dividend or redemption
          payments may be created, amended, modified or supplemented,  from time
          to time, and may be refinanced,  extended or substituted, from time to
          time,   without  notice  to,  or  the  consent  or  approval  of,  the
          Stockholders.

               (i) All personal pronouns used in this Agreement, whether used in
          masculine,  feminine or neuter gender, shall include all other genders
          if the context so requires; the singular shall include the plural, and
          vice versa.

               (j) This  Agreement may be executed in two or more  counterparts,
          each of which  shall be deemed an original  but all of which  together
          shall constitute one and the same  instrument.  If the requirements of
          this Agreement have  otherwise been met, new  Stockholders  may become
          parties to this Agreement by executing a counterpart to this Agreement
          at  which  time  the  Company  shall  revise  the  Exhibits  as may be
          necessary or appropriate.

               (k) In  case  any one or more of the  provisions  or  parts  of a
          provision  contained in this Agreement shall, for any reason,  be held
          to be  invalid,  illegal  or  unenforceable  in  any  respect  in  any
          jurisdiction,  such invalidity,  illegality or unenforceability  shall
          not  affect  any  other  provision  or  part  of a  provision  of this
          Agreement  or any  other  jurisdiction,  but this  Agreement  shall be
          reformed and construed in any such  jurisdiction as if such invalid or
          illegal or  unenforceable  provision or part of a provision  had never
          been contained  herein and such provision or part shall be reformed so
          that it would be valid,  legal and  enforceable  to the maximum extent
          permitted in such jurisdiction.

               (l) This Agreement  constitutes the entire agreement by and among
          the parties with respect to the subject  matter  hereof and may not be
          modified orally, but only by a writing subscribed by the party charged
          therewith.

               (m) Each of the parties hereto agrees to execute all such further
          instruments  and  documents  and  to  take  all  such  further  action
          necessary to effectuate the terms and purposes of this Agreement.

               (n)  Whenever  notice  is  required  to be  given  by  any  party
          hereunder,  such notice shall be deemed  sufficient  when delivered to
          the Company at its address above and to each of the other Stockholders
          at  Stockholder's  address  below  or to  such  other  address  as the
          Stockholder shall have furnished to the Company.

               (o) Each party shall be entitled  to rely  conclusively  upon any
          notice received,  or the failure to receive any notice, from any other
          party with respect to rights and obligations under this Agreement.

          13. Receipt of Stock Certificates.

               Each   Stockholder   herewith   acknowledges   receipt   of   the
          certificate(s) evidencing the Securities purchased by Stockholder.

<PAGE>
               IN WITNESS  WHEREOF,  each of the  undersigned  has  signed  this
          Agreement as of the date first above written.


                                                     JACKSON PRODUCTS, INC.

                                                     By:
                                                           Name:
                                                           Title:


                                                     SUBSCRIBING STOCKHOLDERS:

                                                --------------------------------
                                                       John L. Bortle

                                                --------------------------------
                                                       Timothy A. Esposito

                                                --------------------------------
                                                       John L. Garavaglia III


                                                --------------------------------
                                                       Mark A. Kolmer

                                                --------------------------------
                                                       Christopher T. Paule

                                                --------------------------------
                                                       James Van Dusen

                                                --------------------------------
                                                       Michael Beavers

                                                --------------------------------
                                                       F. H. ("Joe") Gay

                                                     OLD STOCKHOLDERS:
                                               (for purposes of Section 1 only)

                                                --------------------------------
                                                       Ronald C. Boeger

                                                --------------------------------
                                                       John M. Pappas


<PAGE>
EXHIBIT 1
<TABLE>
<CAPTION>

                        Schedule of Management Investors
<S>                                  <C>                  <C>                    <C>                  <C>               <C>
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
Stockholder                      Shares of        Purchase Price of         Amount of            Rollover or           Cash
                                Common Stock         Common Stock        Promissory Note        SAR Proceeds
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
John L. Bortle                    29.4027             $31,500.00            $15,000.00           $16,500.00             $0
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------

---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
        Stockholder              Shares of        Purchase Price of         Amount of            Rollover or           Cash
                                Common Stock         Common Stock        Promissory Note        SAR Proceeds
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
Timothy A. Esposito               85.4077             $91,500.00            $50,000.00               $0             $41,500.00
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------

---------------------------- ------------------- ---------------------- -------------------- -------------------- ---------------
        Stockholder              Shares of         Purchase Price of         Amount of           Rollover or           Cash
                                Common Stock         Common Stock         Promissory Note       SAR Proceeds
---------------------------- ------------------- ---------------------- -------------------- -------------------- ---------------
John L. Garavaglia III            191.1173            $204,750.00           $105,000.00              $0             $99,750.00
---------------------------- ------------------- ---------------------- -------------------- -------------------- ---------------

---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
        Stockholder              Shares of        Purchase Price of         Amount of            Rollover or           Cash
                             Common Stock            Common Stock        Promissory Note        SAR Proceeds
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
Mark A. Kolmer                    121.1109           $129,750.00            $75,000.00               $0             $54,750.00
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------

---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
        Stockholder              Shares of        Purchase Price of         Amount of            Rollover or           Cash
                             Common Stock            Common Stock        Promissory Note        SAR Proceeds
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
Christopher T. Paule              266.7241           $285,750.00           $158,250.00           $127,500.00            $0
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------

---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
        Stockholder              Shares of        Purchase Price of         Amount of            Rollover or           Cash
                             Common Stock            Common Stock        Promissory Note        SAR Proceeds
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
James Van Dusen                   43.4039             $46,500.00            $30,000.00               $0             $16,500.00
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------

---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
        Stockholder              Shares of        Purchase Price of         Amount of            Rollover or           Cash
                             Common Stock            Common Stock        Promissory Note        SAR Proceeds
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
Michael Beavers                   76.0735             $81,500.00            $35,000.00               $0             $46,500.00
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------

---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
        Stockholder              Shares of        Purchase Price of         Amount of            Rollover or           Cash
                             Common Stock            Common Stock        Promissory Note        SAR Proceeds
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
F. H. ("Joe") Gay                 116.4439           $124,750.00            $50,000.00               $0             $74,750.00
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------

---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
        Stockholder              Shares of        Purchase Price of         Amount of            Rollover or           Cash
                             Common Stock            Common Stock        Promissory Note        SAR Proceeds
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
Total                             929.6840           $996,000.00           $518,250.00           $144,000.00       $333,750.00
---------------------------- ------------------- --------------------- --------------------- -------------------- ---------------
</TABLE>
<PAGE>


                                                                       EXHIBIT 2

                      Form of Non-Recourse Promissory Note


<PAGE>

                                                                       Exhibit 3

                         Form of Stock Pledge Agreement


<PAGE>


                                                                       EXHIBIT 4

                    2001 Jackson Management Stock Option Plan


<PAGE>


                                                                       EXHIBIT 5

                   Form of Three Year Junior Subordinated Note


<PAGE>

Exhibit 10.25

                                  ASSIGNMENT OF

                         PROCEEDS AND SECURITY AGREEMENT

     This  Assignment  of Proceeds and Security  Agreement  (this  "Agreement"),
dated as of February 2, 2001, is by and between TJC  Management  Corporation,  a
Delaware  corporation  ("TJC"), and Summit Capital Group LLC, a Delaware limited
liability company ("Summit").

                                   WITNESSETH:

     WHEREAS,  TJC is a party  to  that  certain  Second  Amended  and  Restated
Management Consulting Agreement (the "Consulting Agreement"),  dated as of April
22, 1998,  between TJC and Jackson Products,  Inc., a Delaware  corporation (the
"Company");

     WHEREAS,  TJC is an  Affiliate  (as defined in the Purchase  Agreement)  of
certain of the Sellers (as defined in the Purchase  Agreement)  that are parties
to that certain Stock Purchase  Agreement,  dated as of December 29, 2000, among
the Company,  SCG Acquisition LLC and certain of the Stockholders (as defined in
the Purchase  Agreement)  of the Company,  as amended by the First  Amendment to
Stock  Purchase  Agreement,  dated as of February  1, 2001 (as so  amended,  the
"Purchase Agreement"); and

     WHEREAS,  pursuant to Section 5.12 of the Purchase  Agreement,  the Sellers
agree to cause  TJC to pay  one-half  of all  proceeds  and any  other  benefits
received by TJC  pursuant to the  Consulting  Agreement to Summit from and after
the consummation of the transactions contemplated by the Purchase Agreement.

     NOW,  THEREFORE,  in  consideration  of the foregoing,  and intending to be
legally bound hereby, the parties hereto agree as follows:

     1. Defined Terms. Defined terms not otherwise defined herein shall have the
meanings given to such terms in the Purchase Agreement.

     2. Agreement to Pay. TJC agrees to pay to Summit,  immediately upon receipt
from the Company,  one-half of all fees and other payments  received by TJC from
the  Company  under the  Consulting  Agreement;  provided,  that  Summit  hereby
acknowledges  and agrees (i) that TJC will be  receiving  a closing fee equal to
$2,000,000  upon  the  consummation  of  the  transactions  contemplated  by the
Purchase  Agreement  (the "Closing Fee") and (ii) that Summit is not entitled to
all or any portion of the Closing Fee.

     3. Security Agreement. TJC hereby grants, conveys, hypothecates,  transfers
and  assigns to Summit a Uniform  Commercial  Code  security  interest in and to
one-half of all  proceeds to be received by TJC after the date hereof  under the
Consulting Agreement.

     4. Further Assurances.  At any time and from time to time, upon the written
request of Summit,  and at the sole expense of TJC,  TJC will  promptly and duly
execute and deliver such further instruments and documents and take such further
actions as Summit may  reasonably  request  for the  purposes  of  obtaining  or
preserving the full benefits of this Agreement and the rights and powers granted
by this Agreement, including, but not limited to, the filing of any financing or
continuation  statements under the Uniform Commercial Code (or any similar Laws)
in effect in any  jurisdiction  with respect to the security  interests  created
hereunder.  If a default  occurs  hereunder,  Summit may proceed by an action at
law, suit in equity or other appropriate proceeding,  to protect and enforce its
rights under this  Agreement,  or for the specific  performance of any agreement
contained herein or for an injunction  against the violation of any of the terms
hereof.

     5.  Enforcement.  Upon  the  written  request  of  Summit,  TJC  agrees  to
diligently  enforce  any  rights,  title  and  interests  it may have  under the
Consulting  Agreement,  including,  but not limited to, the right to receive (a)
the management fee in accordance  with Section 2(a) of the Consulting  Agreement
and (b) any other payments made by the Company in accordance with the Consulting
Agreement  (including,  but not limited to, Summit's rights to be reimbursed for
their  reasonable  out-of-pocket  costs  and  expenses  and  Summit's  rights to
indemnification payments as if Summit was a party to the Consulting Agreement).

     6.  Indemnification.  TJC shall defend,  indemnify and hold Summit harmless
from and against any and all claims,  liabilities,  damages, losses and expenses
(including   reasonable   attorneys'  fees  and  expenses  and  costs  of  suit)
("Liabilities")  arising  out  of any  service  provided  or  other  actions  or
omissions by TJC under this Agreement, any other document or instrument executed
in connection with the foregoing or arising out of the transactions contemplated
by this Agreement. Summit shall have the right to pursue TJC for any Liabilities
for which TJC has recourse under the Consulting Agreement.
<PAGE>

     7. No Effect on Obligation of Buyer.  Notwithstanding  any provision herein
to the  contrary,  this  Agreement in no way  relieves,  modifies or affects any
obligation of TJC under the Consulting Agreement.

     8. Acknowledgement and Covenants of the Company.

          (a)  The  Company  agrees  that  (i) it  shall  reimburse  Summit  for
     reasonable  out-of-pocket  expenses and any reasonable,  direct,  allocable
     costs  incurred by Summit and its personnel on the same basis as Consultant
     under  Section 8 of the  Consulting  Agreement and (ii) it shall provide in
     favor of  Summit,  its  Affiliates  and each of  their  respective  owners,
     partners,   officers,   directors,    employees   and   agents   the   same
     indemnification as is provided under Section 8 of the Consulting  Agreement
     and (iii) it shall  otherwise  provide to Summit the same  benefits  as are
     provided to TJC thereunder.

          (b) The  Company  agrees  that it shall not,  without  the  consent of
     Summit, modify or amend the Consulting Agreement.

          (c) The  Company  acknowledges  that TJC,  on behalf  of  Summit,  can
     enforce against the Company,  as well as TJC, the right to receive payments
     and other benefits from the Company of amounts payable under the Consulting
     Agreement which under the terms hereof are to be paid to Company.

     9.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance with the domestic Laws of the State of Delaware without giving effect
to any choice or  conflict  of law  provision  or rule  (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the Laws
of any jurisdiction other than the State of Delaware.

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

                                     [Signatures on following page]



<PAGE>


                                [EXECUTION PAGE]

     IN WITNESS  WHEREOF,  the  parties  hereto have  executed  and caused to be
written this Agreement on the day and year first above written.

                                        TJC MANAGEMENT CORPORATION

                                        By:
                                          Name:
                                          Title:




                                        SUMMIT CAPITAL GROUP LLC

                                        By:
                                          Name:  George B. Kelly
                                                 ------------------------
                                          Title:


The Company joins in the execution of this Agreement to acknowledge and agree to
the terms hereof.

                                        JACKSON PRODUCTS, INC.



                                        By:
                                          Name:
                                          Title:
<PAGE>

Exhibit 10.27(c)

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and  Restated  Employment  Agreement,  dated as of February 2,
2001 (this  "Agreement"),  by and between Christopher T. Paule (the "Executive")
and Jackson Products, Inc., a Delaware corporation (the "Company");


                              W I T N E S S E T H:

     WHEREAS,  the Company and Executive  entered into an Employment  Agreement,
dated as of August 16, 1995,  which was amended as of April 22, 1998 and further
amended as of January 1, 1999 (collectively, the "Former Agreement"); and

     WHEREAS, the Company and Executive, in recognition of the services provided
by  Executive  to the  Company,  wish to amend and restate in its  entirety  the
Former Agreement in the manner set forth herein;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

          1. Nature of Employment

               Subject to Section 3, the Company hereby employs  Executive,  and
          Executive  agrees  to  accept  such  employment,  during  the  Term of
          Employment (as defined in Section 3(a)), as Chief  Executive  Officer,
          Chief Operating Officer and President of the Company to undertake such
          duties and responsibilities as may be reasonably assigned to Executive
          from time to time by the Board of Directors of the Company.

          2. Extent of Employment

               (a) During the Term of  Employment,  the Executive  shall perform
          his obligations hereunder faithfully and to the best of his ability at
          the principal executive offices of the Company, under the direction of
          the Board of Directors  of the Company,  and shall abide by the rules,
          customs and usages from time to time established by each of Parent and
          the Company.

               (b) During the Term of Employment, the Executive shall devote all
          of his business time, energy and skill as may be reasonably  necessary
          for the  performance of his duties,  responsibilities  and obligations
          hereunder  (except  for  vacation  periods and  reasonable  periods of
          illness or other incapacity), consistent with past practices and norms
          in similar positions.

               (c) Nothing  contained  herein shall require  Executive to follow
          any  directive  or to perform  any act which  would  violate any laws,
          ordinances,  regulations or rules of any  governmental,  regulatory or
          administrative  body,  agent  or  authority,  any  court  or  judicial
          authority,  or any public,  private or industry  regulatory  authority
          (collectively,  the "Regulations").  Executive shall act in good faith
          in accordance with all Regulations.

          3. Term of Employment; Termination

               (a) The "Term of  Employment"  shall  commence on the date hereof
          and shall  continue  until  December  31, 2003 (the  "Initial  Term");
          provided,  that,  (i) such term shall  continue  for the twelve  month
          period  following  such Initial Term, and for each twelve month period
          thereafter  (each,  an  "Additional  Term"),  unless at least 180 days
          prior to the  scheduled  expiration  date of the  Initial  Term or any
          Additional  Term,  either the  Executive  or the Company  notifies the
          other of its  decision  not to continue  such term and (ii) should the
          Executive's  employment by the Company be earlier terminated  pursuant
          to Section 3(b) or by the Executive pursuant to Section 3(c), the Term
          of Employment shall end on the date of such earlier termination.

               (b) Subject to the payments contemplated by Section 3(f), Term of
          Employment may be terminated at any time by the Company:

                    (i) upon the death of Executive;

                    (ii)  in the  event  that  because  of  physical  or  mental
               disability  Executive is unable to perform, and does not perform,
               in the view of the  Company  and as  certified  in  writing  by a
               competent   medical   physician,   his  duties  hereunder  for  a
               continuous  period  of  three  consecutive  months  or any  sixty
               working days out of any consecutive six month period;
<PAGE>

                    (iii) for Cause (as  defined  in Section  3(d)) or  Material
               Breach (as defined in Section 3(e));

                    (iv) upon the continuous poor or unacceptable performance of
               the  Executive's  duties to the Company,  in the sole judgment of
               the Board of Directors of the Company, which has remained uncured
               for a period of 90 days after  delivery  of notice by the Company
               to  the  Executive  of  such   dissatisfaction  with  Executive's
               performance; or

                    (v) for any other reason or no reason,  it being  understood
               that no reason is required.

                    Executive  acknowledges that no  representations or promises
               have been made  concerning  the  grounds for  termination  or the
               future  operation  of the  Company's  business,  and that nothing
               contained  herein  or  otherwise  stated  by or on  behalf of the
               Company  modifies or amends the right of the Company to terminate
               Executive at any time, with or without  Material Breach or Cause.
               Termination  shall  become  effective  upon the  delivery  by the
               Company to the Executive of notice  specifying  such  termination
               and the reasons therefor (i.e., Section 3(b)(i)-(v)),  subject to
               the  requirements  for advance  notice and an opportunity to cure
               provided in this Agreement, if and to the extent applicable.

               (c) Subject to the payments  contemplated  by Section  3(f),  the
          Term of Employment may be terminated at any time by the Executive:

                    (i) upon the death of Executive;

                    (ii)  in the  event  that  because  of  physical  or  mental
               disability  the  Executive  is  unable to  perform,  and does not
               perform,  in the  view  of the  Company,  and as  certified  by a
               competent medical physician,  his duties hereunder for continuous
               period of three consecutive  months or any sixty working days out
               of any consecutive six month period; or

                    (iii) as a result of a  material  reduction  in  Executive's
               authority,  perquisites,  salary,  position  or  responsibilities
               (other than such a reduction  which  affects all of the Company's
               senior  executives  on a  substantially  equal  or  proportionate
               basis), the relocation of the Company's primary place of business
               or the relocation of Executive by the Company to another  Company
               office  more  than 50 miles  from  St.  Louis,  Missouri,  or the
               Company's  willful,  material  violation of its obligations under
               this Agreement, in each case, after 60 days' prior written notice
               to the  Company  and its  Board of  Directors  and the  Company's
               failure thereafter to cure such reduction or violation;

               (d) For the purposes of this Section 3, "Cause" shall mean any of
          the following:

                    (i)  Executive's  commission  or  conviction of any crime or
               criminal  offense  involving  monies  or other  property,  or any
               felony;

                    (ii)  Executive's  commission  or  conviction  of  fraud  or
               embezzlement; or

                    (iii)  Executive's  material  and knowing  violation  of any
               obligations  imposed upon  Executive,  personally,  as opposed to
               upon the Company,  whether as a stockholder  or otherwise,  under
               this Agreement,  the Amended and Restated Management Subscription
               Agreement, dated as of February 2, 2001, by and among the Company
               and the  signatories  thereto,  Revolving  Credit and Acquisition
               Loan  Agreement,  dated as of April  22,  1998,  by and among the
               Company,  Bank  Boston,  N.A.,  as  Agent,  and  Mercantile  Bank
               National Association,  as Co-Agent for the Lenders named therein,
               (as amended to date, the "Credit  Agreement"),  the  Stockholders
               Agreement, dated as of February 2, 2001, by and among the Company
               and the shareholders  named therein,  the Indenture,  dated as of
               April 22,  1998,  between the  Company and State  Street Bank and
               Trust   Company   (  the   "Indenture"),   the   Certificate   of
               Incorporation  or  By-Laws  of the  Company;  provided,  that the
               Executive  has been  given  notice  and 90 days from such  notice
               fails to cure the violation;

               (e) For the purposes of this Section 3,  "Material  Breach" shall
          mean any of the following:
<PAGE>

                    (i) Executive's breach of any of his fiduciary duties to the
               Company   or   its   stockholders   or   making   of  a   willful
               misrepresentation or omission which breach,  misrepresentation or
               omission  would  reasonably be expected to  materially  adversely
               affect the business,  properties, assets, condition (financial or
               other) or prospects of the Company;

                    (ii) Executive's willful,  continual and material neglect or
               failure to discharge his duties,  responsibilities or obligations
               prescribed by this Agreement or any other  agreement  between the
               Executive  and the  Company  (other  than  arising  solely due to
               physical or mental disability);

                    (iii)  Executive's  habitual  drunkenness or substance abuse
               which materially interferes with Executive's ability to discharge
               his duties,  responsibilities  or obligations  prescribed by this
               Agreement or any other  agreement  between the  Executive and the
               Company;

                    (iv)  Executive's   violation  of  any   non-competition  or
               confidentiality  agreement  with the Company,  including  without
               limitation,  those  set  forth  in  Sections  7  and  8  of  this
               Agreement, or any other agreements with the Company; and

                    (v)   Executive's   gross   neglect   of  his   duties   and
               responsibilities,   as  determined  by  the  Company's  Board  of
               Directors;

                    in each case, for purposes of clauses (i) through (v), after
               the Company or the Board of Directors has provided Executive with
               60 days' written notice of such circumstances and the possibility
               of  a  Material   Breach,   and  Executive  fails  to  cure  such
               circumstances and Material Breach within those 60 days.

               (f) In the event  Executive's  employment  is  terminated  by the
          Company  under any  circumstances  described in Section  3(b)(v) or by
          Executive under the circumstances described in Section 3(c)(iii),  the
          Company  will pay to  Executive  the full amounts to which he would be
          entitled under Section 4(a) and customary benefits through the Term of
          Employment.  In the event Executive's  employment is terminated by the
          Company under the  circumstances  described in Section  3(b)(iv),  the
          Company will pay to  Executive  (i) the full amounts to which he would
          be entitled  under Section 4(a) and (ii) customary  benefits,  in each
          case for the period from the effectiveness of termination  through the
          date six  months  after  the date of such  termination.  In the  event
          Executive's   employment  is  terminated  by  the  Company  under  the
          circumstances described in Section 3(b)(i) or (ii) or by the Executive
          under Section  3(c)(i) or (ii),  the Company will pay to the Executive
          the full amounts to which he would be entitled  under Section 4(a) and
          customary   benefits  for  the  period  from  the   effectiveness   of
          termination  through  (y) the  first  anniversary  of the date of such
          termination,  or (z)  the  third  anniversary  of  the  date  of  this
          Agreement,  whichever is greater. In the event Executive's  employment
          is  terminated  by the Company  under any  circumstances  described in
          Section  3(b)(iii)  or by  Executive  as a result  of  resignation  or
          voluntary  termination due to any circumstance other than the material
          reductions,  violations or relocation  described in Section  3(c)(iii)
          above, there will be no amounts owing by the Company to the Executive,
          under  Section 4 or any other part of this  Agreement,  from and after
          the  effectiveness  of termination.  If the Company makes the payments
          required by this Section 3(f), such payments will constitute severance
          and liquidated  damages,  and the Company will not be obligated to pay
          any further  amounts to Executive under this Agreement or otherwise be
          liable to Executive in connection with any termination.

               (g) All  determinations  pursuant to this Section 3 shall be made
          by the Company's  Board of Directors (not including  Executive) of the
          Company,  in its sole  discretion,  whose  decision  shall  be  final,
          conclusive and binding.

               (h)  Termination  of the Term of  Employment  will not  terminate
          Sections 7, 8, 10 through 21, or any other  provisions  not associated
          specifically with the Term of Employment.

               (i) In the event the Term of  Employment  is  terminated  and the
          Company is  obligated  to make  payments  pursuant  to  Section  3(f),
          Executive  will  not  be  obligated  to  seek  or  obtain  alternative
          employment;  provided,  however, if he nevertheless thereafter obtains
          alternative  employment,  then if and to the extent Executive  obtains
          such employment, the Company's payment obligations under Section 3(f),
          including its obligation to provide insurance  coverage,  if any, will

<PAGE>

          be  mitigated  and  reduced  by  and  to  the  extent  of  Executive's
          compensation  under such alternative  employment during the period for
          which  payments  are owed by the  Company  pursuant  to Section  3(f).
          Moreover,  in the event that, after the Restricted  Period pursuant to
          Section  8(a),  Executive  is employed by or engaged in a  Competitive
          Business as  contemplated  by Section  8(a)(i),  then the Company will
          thereupon cease and will be no longer obligated to make payments under
          Section 3(f).

               (j) In the event the Term of  Employment  is  terminated  and the
          Company is  obligated  to make  payments  pursuant  to  Section  3(f),
          Executive  hereby waives any and all claims  against the Company,  and
          their  respective   officers,   directors,   employees,   agents,   or
          representatives,   stockholders   and  affiliates   relating  to  this
          Agreement  and to his  employment  during the term  hereof  other than
          those payments to be made pursuant to Section 3(f).

          4. Compensation.  During the Term of Employment, the Company shall pay
     compensation to Executive as follows:

               (a) As base compensation for his services hereunder,  in biweekly
          installments,  effective  January 1, 2001,  a base salary at a rate of
          $250,000  per annum,  as  increased  on an annual basis to reflect the
          increase  in the  United  States  Cost of  Living  Index for All Urban
          Consumer (CPI-U) for the St. Louis, Missouri area (the "CPI-U Index").
          The July 2001 CPI-U Index shall provide the basis for  calculations of
          such increases.  Notwithstanding the minimum increase set forth above,
          the Board of Directors, in its sole discretion, may establish a higher
          compensation level.

               (b) An annual bonus  compensation  of up to sixty  percent of his
          annual  base   compensation   based  on  Executive's   performance  as
          determined  and  approved  by the  Board  of  Directors,  in its  sole
          discretion.  Such bonus will be at the full discretion of the Board of
          Directors,  and may not be paid at all. Executive acknowledges that no
          bonus has been  agreed  upon or  promised.  If the Board of  Directors
          decides  to pay a bonus,  it is to be paid  within  30 days  after the
          issuance of audited financial statements for the Company. The Board of
          Directors in its sole  discretion  may  establish a higher bonus level
          based on the performance of Executive.

          5. Reimbursement of Expenses

               During  the  Term of  Employment,  the  Company  shall  reimburse
          Executive for  documented  travel,  entertainment  and other  expenses
          reasonably incurred by Executive in connection with the performance of
          his duties  hereunder and, in each case, in accordance with the rules,
          customs and usages  promulgated  by the  Company  from time to time in
          effect.

          6. Benefits

               During the Term of Employment, the Executive shall be entitled to
          perquisites,  paid vacations and benefits (including health, short and
          long term disability,  pension and life insurance benefits  consistent
          with past  practice,  or as increased  from time to time)  established
          from time to time,  by the Board of Directors  for  executives  of the
          Company,  subject to the policies and  procedures in effect  regarding
          participation in such benefits.

          7. Confidential Information

               (a) During and after the Term of Employment,  Executive will not,
          directly or indirectly in one or a series of transactions, disclose to
          any  person,  or use or  otherwise  exploit  for the  Executive's  own
          benefit or for the  benefit  of anyone  other  than the  Company,  any
          Confidential  Information (as defined in Section 9), whether  prepared
          by  Executive  or  not;  provided,   however,  that  any  Confidential
          Information may be disclosed to officers,  representatives,  employees
          and  agents  of  the  Company  who  need  to  know  such  Confidential
          Information in order to perform the services or conduct the operations
          required or expected  of them in the  Business  (as defined in Section
          9). Executive shall use his best efforts to prevent the removal of any
          Confidential  Information from the premises of the Company,  except as
          required in his normal course of employment by the Company.  Executive
          shall use  commercially  reasonable  efforts  to cause all  persons or
          entities to whom any  Confidential  Information  shall be disclosed by
          him hereunder to observe the terms and  conditions set forth herein as
          though each such person or entity was bound  hereby.  Executive  shall
          have no obligation  hereunder to keep  confidential  any  Confidential
          Information  if  and to  the  extent  disclosure  of  any  thereof  is
          specifically  required by law;  provided,  however,  that in the event
          disclosure is required by applicable  law, the Executive shall provide

<PAGE>

          the Company with prompt  notice of such  requirement,  prior to making
          any disclosure, so that the Company may seek an appropriate protective
          order. At the request of the Company,  Executive  agrees to deliver to
          the Company, at any time during the Term of Employment, or thereafter,
          all  Confidential   Information  which  he  may  possess  or  control.
          Executive  agrees  that all  Confidential  Information  of the Company
          (whether now or hereafter existing)  conceived,  discovered or made by
          him during the Term of Employment  exclusively  belongs to the Company
          (and  not  to  Executive).   Executive  will  promptly  disclose  such
          Confidential  Information  to the  Company  and  perform  all  actions
          reasonably  requested  by the Company to  establish  and confirm  such
          exclusive ownership.

               (b) The terms of this Section 7 shall survive the  termination of
          this Agreement  regardless of who terminates  this  Agreement,  or the
          reasons therefor.

          8. Non-Interference

               (a) Executive  acknowledges that the services to be provided give
          him the  opportunity to have special  knowledge of the Company and its
          Confidential  Information and the capabilities of individuals employed
          by or  affiliated  with the  Company  and that  interference  in these
          relationships  would  cause  irreparable  injury  to the  Company.  In
          consideration of this Agreement, Executive covenants and agrees that:

                    (i) From the date hereof  through the date that is 24 months
               after the termination of the Term of Employment (the  "Restricted
               Period"),   Executive  will  not,  without  the  express  written
               approval of the Board of Directors  of the  Company,  anywhere in
               the  Market,  directly  or  indirectly,  in  one or a  series  of
               transactions, own, manage, operate, control, invest or acquire an
               interest in, or otherwise  engage or participate in, whether as a
               proprietor,  partner,  stockholder,  lender,  director,  officer,
               employee, joint venturer,  investor, lessor, supplier,  customer,
               agent, representative or other participant, in any business which
               competes, directly or indirectly, with the Business in the Market
               ("Competitive  Business")  without  regard  to  (A)  whether  the
               Competitive  Business  has its  office,  manufacturing  or  other
               business facilities within or without the Market, (B) whether any
               of the activities of the Executive referred to above occur or are
               performed  within  or  without  the  Market  or (C)  whether  the
               Executive resides, or reports to an office, within or without the
               Market;  provided,  however, that (x) the Executive may, anywhere
               in the  Market,  directly  or  indirectly,  in one or a series of
               transactions,  own,  invest or acquire an  interest in up to five
               percent (5%) of the capital stock of a corporation  whose capital
               stock is  traded  publicly,  or that  (y)  Executive  may  accept
               employment with a successor company to the Company.

                    (ii)  During  the  Restricted  Period  (which  shall  not be
               reduced by any period of violation of this Agreement by Executive
               or period which is required for  litigation to enforce the rights
               hereunder),  Executive will not without the express prior written
               approval of the Board of Directors of the Company (A) directly or
               indirectly, in one or a series of transactions,  recruit, solicit
               or  otherwise  induce  or  influence  any  proprietor,   partner,
               stockholder,  lender, director,  officer,  employee, sales agent,
               joint venturer,  investor,  lessor,  supplier,  customer,  agent,
               representative   or  any  other   person  which  has  a  business
               relationship with the Company or had a business relationship with
               the Company within the 24 month period  preceding the date of the
               incident  in  question,  to  discontinue,  reduce or modify  such
               employment,  agency or business relationship with the Company, or
               (B) employ or seek to employ or cause any Competitive Business to
               employ or seek to employ  any person or agent who is then (or was
               at any time within 24 months  prior to the date the  Executive or
               the Competitive  Business employs or seeks to employ such person)
               employed  or  retained  by  the  Company.   Notwithstanding   the
               foregoing,  nothing  herein  shall  prevent  the  Executive  from
               providing a letter of  recommendation to an employee with respect
               to a future employment opportunity.

                    (iii)  The  scope  and  term of  this  Section  8 would  not
               preclude  Executive  from earning a living with an entity that is
               not a Competitive Business.
<PAGE>

               (b) In the event that Executive  breaches his  obligations in any
          material  respect under  Section 7 or this Section 8, the Company,  in
          addition to pursuing all available  remedies under this Agreement,  at
          law or  otherwise,  and without  limiting its right to pursue the same
          shall cease all payments to the Executive  under this Agreement or any
          other agreement.

               (c) The terms of this Section 8 shall survive the  termination of
          this Agreement  regardless of who terminates  this  Agreement,  or the
          reasons therefor.

          9. Definitions

               "Business"  means any business  conducted,  or engaged in, by the
          Company  prior to the date  hereof or at any time  during  the Term of
          Employment.

               "Cause" is defined in Section 3(c).

               "Companies"  means Parent and its successors or any of its direct
          or indirect  subsidiaries  (including  the Company),  now or hereafter
          existing.

               "Company" is defined in the introduction.

               "Competitive Business" is defined in Section 8(a)(i).

               "Confidential  Information"  means any  confidential  information
          including, without limitation, any study, data, calculations, software
          storage media or other  compilation  of  information,  patent,  patent
          application,  copyright,  trademark, trade name, service mark, service
          name, "know-how",  trade secrets, customer lists, details of client or
          consultant contracts, pricing policies, operational methods, marketing
          plans or strategies, product development techniques or plans, business
          acquisition  plans  or any  portion  or  phase  of any  scientific  or
          technical information, ideas, discoveries,  designs, computer programs
          (including source of object codes), processes,  procedures,  formulas,
          improvements  or other  proprietary  or  intellectual  property of the
          Company,  whether or not in written or tangible  form,  and whether or
          not  registered,  and including all files,  records,  manuals,  books,
          catalogues,  memoranda,  notes,  summaries,  plans, reports,  records,
          documents  and  other  evidence   thereof.   The  term   "Confidential
          Information"  does not  include,  and  there  shall  be no  obligation
          hereunder  with  respect  to,   information  that  becomes   generally
          available to the public other than as a result of a disclosure  by the
          Executive not permissible hereunder.

               "Executive"   means  Christopher  T.  Paule  or  his  estate,  if
          deceased.

               "Market"  means any  county in the United  States of America  and
          each similar  jurisdiction in Canada or any other country in which the
          Business was  conducted  by or engaged in by the Company  prior to the
          date  hereof or is  conducted  or  engaged  in, or is  proposed  to be
          conducted or engaged in, by the Company at any time during the Term of
          Employment.

               "Regulations" is defined in Section 2(c).

               "Restricted Period" is defined in Section 8(a)(i).

               "Term of Employment" is defined in Section 3(a).

          10. Notice

               Any notice,  request,  demand or other communication  required or
          permitted to be given under this  Agreement  shall be given in writing
          and if delivered personally,  or sent by certified or registered mail,
          return receipt  requested,  as follows (or to such other  addressee or
          address as shall be set forth in a notice given in the same manner):

         If to Executive:           Christopher T. Paule
                                    710 North Fifth Street
                                    St. Charles, Missouri  63301

         If to Company:             Jackson Products, Inc.
                                    2997 Clarkson Road
                                    Chesterfield, Missouri 63017
                                    Attention:  Vice President, Human Resources
<PAGE>


         with a copy to:            Summit Capital Group
                                    600 Harris, Suite 6110
                                    Houston, Texas  77002
                                    Attention: George B. Kelly

         and a copy to:             The Jordan Company LLC
                                    767 Fifth Avenue, 48th Floor
                                    New York, New York  10153
                                    Attention:  A. Richard Caputo, Jr.

Any such notices shall be deemed to be given on the date personally delivered or
such return receipt is issued.

          11. Executive's Representation

               Executive  hereby  warrants  and  represents  to the Company that
          Executive has carefully reviewed this Agreement and has consulted with
          such advisors as Executive  considers  appropriate in connection  with
          this  Agreement,  and is not subject to any  covenants,  agreements or
          restrictions,  including without limitation any covenants,  agreements
          or  restrictions  arising out of Executive's  prior  employment  which
          would  be  breached  or  violated  by  Executive's  execution  of this
          Agreement or by Executive's performance of his duties hereunder.

          12. Other Matters

               Executive  agrees and  acknowledges  that the obligations owed to
          Executive  under this  Agreement  are solely  the  obligations  of the
          Company,  and that  none of the  Companies'  stockholders,  directors,
          officers, affiliates, representatives, agents or lenders will have any
          obligations  or  liabilities  in  respect  of this  Agreement  and the
          subject matter hereof.

          13. Validity

               If, for any reason,  any provision  hereof shall be determined to
          be  invalid or  unenforceable,  the  validity  and effect of the other
          provisions hereof shall not be affected thereby.

          14. Severability

               Whenever  possible,  each  provision  of this  Agreement  will be
          interpreted  in  such  manner  as  to be  effective  and  valid  under
          applicable  law, but if any provision of this  Agreement is held to be
          invalid,  illegal or unenforceable in any respect under any applicable
          law or  rule  in any  jurisdiction,  such  invalidity,  illegality  or
          unenforceability  will not  affect  any other  provision  or any other
          jurisdiction,  but this  Agreement  will be  reformed,  construed  and
          enforced  in  such  jurisdiction  as  if  such  invalid,   illegal  or
          unenforceable  provision had never been contained herein. If any court
          determines  that any  provision  of  Section 8 or any other  provision
          hereof is  unenforceable  and  therefore  acts to reduce  the scope or
          duration of such  provision,  the  provision in its reduced form shall
          then be enforceable.

          15. Waiver of Breach; Specific Performance

               The  waiver  by the  Company  or  Executive  of a  breach  of any
          provision of this Agreement by the other party shall not operate or be
          construed as a waiver of any other breach of such other party. Each of
          the parties (and third party  beneficiaries) to this Agreement will be
          entitled to enforce its respective  rights under this Agreement and to
          exercise all other rights  existing in its favor.  The parties  hereto
          agree and acknowledge that money damages may not be an adequate remedy
          for any breach of the provisions of Sections 7 and 8 of this Agreement
          and that any party (and  third  party  beneficiaries)  may in its sole
          discretion   apply  to  any  court  of  law  or  equity  of  competent
          jurisdiction  for  specific   performance  and/or  injunctive  relief,
          including temporary  restraining orders,  preliminary  injunctions and
          permanent injunctions in order to enforce or prevent any violations of
          the  provisions  of this  Agreement.  In the event  either party takes
          legal  action  to  enforce  any of the  terms  or  provisions  of this
          Agreement,  the nonprevailing  party shall pay the successful  party's
          costs and  expenses,  including but not limited to,  attorneys'  fees,
          incurred in such action.
<PAGE>

          16. Assignment; Third Parties

               Neither the  Executive  nor the  Company  may  assign,  transfer,
          pledge,  hypothecate,  encumber or otherwise dispose of this Agreement
          or  any of his or its  respective  rights  or  obligations  hereunder,
          without the prior written consent of the other.  The parties agree and
          acknowledge  that  each  of the  Companies  and the  stockholders  and
          investors therein are intended to be third party beneficiaries of, and
          have rights and interests in respect of,  Executive's  agreements  set
          forth in Sections 7 and 8.

          17. Amendment; Entire Agreement

               This Agreement may not be changed orally but only by an agreement
          in writing  agreed to by the party  against  whom  enforcement  of any
          waiver, change,  modification,  extension or discharge is sought. This
          Agreement  embodies  the entire  agreement  and  understanding  of the
          parties hereto in respect of the subject matter of this Agreement, and
          supersedes  and  replaces  all prior  Agreements,  understandings  and
          commitments with respect to such subject matter.

          18. Litigation

               THIS  AGREEMENT  SHALL BE  GOVERNED  BY,  CONSTRUED,  APPLIED AND
          ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,  EXCEPT
          THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER
          THAN  THAT OF NEW  YORK,  AND NO  DEFENSE,  COUNTERCLAIM  OR  RIGHT OF
          SET-OFF   GIVEN  OR  ALLOWED  BY  THE  LAWS  OF  ANY  OTHER  STATE  OR
          JURISDICTION, OR ARISING OUT OF THE ENACTMENT,  MODIFICATION OR REPEAL
          OF  ANY  LAW,   REGULATION,   ORDINANCE   OR  DECREE  OF  ANY  FOREIGN
          JURISDICTION,  BE INTERPOSED IN ANY ACTION  HEREON.  EXECUTIVE AND THE
          COMPANY  AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT
          OF THIS  AGREEMENT  MAY BE COMMENCED IN THE COURTS OF THE STATE OF NEW
          YORK OR THE UNITED STATES DISTRICT  COURTS IN NEW YORK.  EXECUTIVE AND
          THE  COMPANY  CONSENT TO SUCH  JURISDICTION,  AGREE THAT VENUE WILL BE
          PROPER IN SUCH  COURTS AND WAIVE ANY  OBJECTIONS  BASED UPON FORUM NON
          CONVENIENS. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 18 SHALL NOT
          BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH
          FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME
          IN ANY OTHER JURISDICTION.

          19. Further Action

               Executive  and the Company  agree to perform any further acts and
          to execute and deliver any documents  which may be reasonable to carry
          out the provisions hereof.

          20. Counterparts

               This  Agreement  may be executed in  counterparts,  each of which
          shall  be  deemed  an  original,  but  all  of  which  together  shall
          constitute one and the same instrument.


     IN WITNESS  WHEREOF,  this Agreement has been executed as of the date first
written above.

                                   EXECUTIVE:

                                             -----------------------------------
                                             Name:  Christopher T. Paule
                                             JACKSON PRODUCTS, INC.





                                           By
                                             -----------------------------------
                                             Name: A. Richard Caputo, Jr.
                                             Title:    Vice President
<PAGE>

Exhibit 10.35

                    EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

     This Employment and  Non-Interference  Agreement,  dated as of May 17, 1999
(this  "Agreement"),  by and between  Robert J.  Currell (the  "Executive")  and
TMT-Pathway, L.L.C , a Delaware limited liability company (the "Company"), and a
wholly-owned  subsidiary of Jackson Products,  Inc., a Delaware corporation (the
"Parent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the Company wishes to obtain the future services of the Executive
for the Company; and

     WHEREAS, the Executive is willing, upon the terms and conditions herein set
forth, to provide services hereunder; and

     WHEREAS,  the Company  wishes to secure the  Executive's  non-interference,
upon the terms and conditions herein set forth;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

1. Nature of Employment

     Subject to Section 3, the Company hereby employs  Executive,  and Executive
agrees to accept such  employment,  during the Term of Employment (as defined in
Section  3(a)),  as Vice  President  and  General  Manager of the Company and to
undertake  such duties and  responsibilities  as may be  reasonably  assigned to
Executive  from time to time by the Members of the Company or the  appropriately
authorized and designated officers of the Company or the Parent.

2. Extent of Employment

     (a)  During  the  Term of  Employment,  the  Executive  shall  perform  his
obligations hereunder faithfully and to the best of his ability at the principal
executive  offices of the Company as directed by Robert H. Elkin,  Chairman  and
Chief Executive Officer of the Parent, and under the direction of the Members of
the Company while reporting to Mr. Elkin, and shall abide by the rules,  customs
and usages from time to time established by each of the Parent and the Company.

     (b) During the Term of  Employment,  the Executive  shall devote all of his
business  time,  energy  and  skill  as  may be  reasonably  necessary  for  the
performance of his duties,  responsibilities  and obligations  hereunder (except
for vacation  periods and  reasonable  periods of illness or other  incapacity),
consistent with past practices and norms in similar positions.

     (c)  Nothing  contained  herein  shall  require  Executive  to  follow  any
directive  or to  perform  any act which  would  violate  any laws,  ordinances,
regulations or rules of any  governmental,  regulatory or  administrative  body,
agent or authority,  any court or judicial authority,  or any public, private or
industry regulatory authority (collectively, the "Regulations"). Executive shall
act in good faith in accordance with all Regulations.

3. Term of Employment; Termination

     (a) The "Term of  Employment"  shall  commence on the date hereof and shall
continue for a term of three years (the  "Initial  Term"),  subject to automatic
renewal  for  additional  periods  of one (1) year after the  Initial  Term (the
"Additional  Terms")  unless at least  ninety  (90) days prior to the  scheduled
expiration date of the Initial Term or subsequent  Additional  Term,  either the
Executive or the Company notifies the other of its decision not to renew. Should
the  Executive's  employment  by the Company be earlier  terminated  pursuant to
Section  3(b)  or by the  Executive  pursuant  to  Section  3(c),  the  Term  of
Employment shall end on the date of such earlier termination.

     (b)  Subject to the  payments  contemplated  by Section  3(e),  the Term of
Employment may be terminated at any time by the Company:

          (i) upon the death of Executive;

          (ii) in the event  that  because  of  physical  or  mental  disability
     Executive is unable to perform, and does not perform,  substantially all of
     his duties  hereunder  for a continuous  period of ninety (90) days,  or as
     certified in writing by an experienced,  recognized physician  specializing
     in such disabilities, which physician shall be reasonably acceptable to the
     Company and the Executive;

          (iii) for Cause (as defined in Section 3(d));
<PAGE>

          (iv)  upon the  continuous  poor or  unacceptable  performance  of the
     Executive's  duties to the Company,  in the sole judgment of the Members of
     the Company,  which has  remained  uncured for a period of thirty (30) days
     after  delivery  of  notice  by  the  Company  to  the  Executive  of  such
     dissatisfaction with Executive's performance; or

          (v) for any other  reason or no reason,  it being  understood  that no
     reason is required.

          Executive  acknowledges that no  representations or promises have been
     made concerning the grounds for termination or the future  operation of the
     Company's  business,  and that nothing contained herein or otherwise stated
     by or on behalf of the Company  modifies or amends the right of the Company
     to terminate  Executive  at any time,  with or without  Cause.  Termination
     shall become effective upon the delivery by the Company to the Executive of
     notice specifying such termination and the reasons therefor (i.e.,  Section
     3(b)(i)-(v)),  subject  to  the  requirements  for  advance  notice  and an
     opportunity  to cure  provided  in  this  Agreement,  if and to the  extent
     applicable.

     (c)  Subject to the  payments  contemplated  by Section  3(e),  the Term of
Employment may be terminated at any time by the Executive:

          (i) upon the death of Executive;

          (ii) in the event  that  because  of  physical  or  mental  disability
     Executive is unable to perform, and does not perform,  substantially all of
     his duties  hereunder  for a continuous  period of ninety (90) days,  or as
     certified in writing by an experienced,  recognized physician  specializing
     in such disabilities, which physician shall be reasonably acceptable to the
     Company and the Executive;

          (iii) as a result of a material  reduction in  Executive's  authority,
     perquisites,  salary,  position  or  responsibilities  (other  than  such a
     reduction  which  affects  all  of the  Company's  senior  executives  on a
     substantially  equal or  proportionate  basis)  or the  Company's  willful,
     material  violation of its obligations under this Agreement,  in each case,
     after thirty (30) days prior written  notice to the Company and its Members
     and the Company's  failure  thereafter to cure such reduction or violation;
     or

          (iv)  voluntarily  or for any reason not  referred  to in clauses  (i)
     through  (iii),  or no reason,  in each case,  after ninety (90) days prior
     written notice to the Company.

     (d) For the purposes of this Section 3:

          "Cause" shall mean any of the following: (i) Executive's commission of
     any crime or criminal offense involving the unlawful theft or conversion of
     substantial  monies or other  property  or any other  felony  (other than a
     criminal  offense  arising  solely  under a  statutory  provision  imposing
     criminal  liability  on the  Executive on a per se basis due to the offices
     held by the Executive),  including fraud or embezzlement;  (ii) Executive's
     breach of any of his  fiduciary  duties to the  Company  or its  Members or
     making  of  a  willful   misrepresentation   or  omission   which   breach,
     misrepresentation  or omission  would  reasonably be expected to materially
     adversely affect the business,  properties, assets, condition (financial or
     other)  or  prospects  of the  Parent  or the  Company;  (iii)  Executive's
     willful, continual and material neglect or failure to discharge his duties,
     responsibilities or obligations  prescribed by Sections 1 and 2 (other than
     arising  solely due to physical  or mental  disability);  (iv)  Executive's
     habitual  drunkenness or substance abuse which  materially  interferes with
     Executive's   ability  to  discharge   his  duties,   responsibilities   or
     obligations  prescribed  by Sections 1 and 2; (v)  Executive's  willful and
     material breach of any  non-competition or  confidentiality  agreement with
     the Company,  including without  limitation,  those set forth in Sections 7
     and 8 of this Agreement;  and (vi) Executive's  gross neglect of his duties
     and responsibilities, as determined by the Company.
<PAGE>

     (e) In the event Executive's  employment is terminated  pursuant to Section
3(b)(i), 3(b)(ii), 3(b)(v), 3(c)(i), 3(c)(ii) or 3(c)(iii), the Company will pay
to  Executive  (or his estate or  representative)  the full  amounts to which he
would be entitled under Section 4(a) and customary  benefits for the period from
the date of termination to the first  anniversary  of such  termination.  In the
event Executive's  employment is terminated  pursuant to Section  3(b)(iv),  the
Company  will pay to  Executive  the full  amounts to which he would be entitled
under  Section  4(a) and  customary  benefits  for the  period  from the date of
termination  until thirty (30) days after the date of such  termination.  In the
event  Executive's  employment  is terminated  pursuant to Section  3(b)(iii) or
3(c)(iv),  there will be no amounts owing by the Company to the Executive  under
Section 4 or any other provision of this  Agreement,  from and after the date of
termination.  If the Company  makes any payments  required by this Section 3(e),
such payments will constitute  severance and liquidated damages, and the Company
will not be  obligated  to pay any  further  amounts  to  Executive  under  this
Agreement  or  otherwise  be  liable  to  Executive  in   connection   with  his
termination.

     (f) All  determinations  pursuant to this Section 3 (other than pursuant to
Section 3(b)(ii) or 3(c)(ii)) shall be made by the Company's  Members,  in their
sole discretion, whose decision shall be final, conclusive and binding.

     (g)  Termination of the Term of Employment  will not terminate the parties'
respective  obligations  under  Sections  7,  8, 10  through  20,  or any  other
provisions not associated specifically with the Term of Employment.

     (h) In the event the Term of Employment  is  terminated  and the Company is
obligated  to make  payments  pursuant to Section  3(e),  Executive  will not be
obligated to seek or obtain alternative  employment;  provided,  however,  if he
nevertheless  thereafter  obtains  alternative  employment,  then  if and to the
extent Executive  obtains such  employment,  the Company's  payment  obligations
under Section 3(e),  including its obligation to provide insurance coverage,  if
any,  will  be  mitigated  and  reduced  by  and to the  extent  of  Executive's
compensation  under  such  alternative  employment  during  the period for which
payments  are owed by the Company  pursuant to Section  3(e).  Moreover,  in the
event that, after the Restricted  Period pursuant to Section 8(a),  Executive is
employed  by or engaged in a  Competitive  Business as  contemplated  by Section
8(a)(i),  then the Company will thereupon cease and will be no longer  obligated
to make any payments otherwise required under Section 3(e).

     (i) In the event the Term of Employment  is  terminated  and the Company is
obligated to make payments pursuant to Section 3(e), Executive hereby waives any
and all claims against the Company,  the Parent and their  respective  officers,
directors, employees, agents, or representatives,  stockholders,  members and/or
affiliates relating to his employment during the term hereof and this Agreement.

4. Compensation.

     (a) During the Term of Employment,  the Company shall pay  compensation  to
Executive as base  compensation  for his  services  hereunder a base salary at a
rate of $175,000 per annum.  Such amounts may be adjusted upward annually at the
discretion of the Company based upon an annual review of Executive's performance
by the Company beginning on May 1, 2000.

     (b) An  annual  bonus  compensation  based on  Executive's  performance  as
determined  and  approved  by the  Members.  Such  bonus  will  be at  the  full
discretion of the Members,  and may not be paid at all.  Executive  acknowledges
that no bonus has been agreed upon or promised.  If the Members  decide to pay a
bonus,  it is to be paid within  thirty (30) days after the  issuance of audited
financial statements for the Company.

     (c)  During  the Term of  Employment,  Executive  shall  receive  a monthly
automobile  allowance  of $750  (before the effect of federal  and state  income
taxes and FICA).

5. Reimbursement of Expenses

     During the Term of Employment,  the Company shall  reimburse  Executive for
documented  travel,  entertainment  and other  expenses  reasonably  incurred by
Executive in connection  with the  performance  of his duties  hereunder and, in
each case, in accordance with the rules,  customs and usages  promulgated by the
Company from time to time in effect.

6. Benefits

     During  the  Term  of  Employment,  the  Executive  shall  be  entitled  to
perquisites,  paid vacations and benefits (including health, short and long term
disability,  pension and life insurance benefits  consistent with past practice,
or as increased from time to time) established from time to time, by the Members
for executives of the Company,  subject to the policies and procedures in effect
regarding participation in such benefits.
<PAGE>

7. Confidential Information

     (a) Executive  acknowledges that his employment  hereunder gives him access
to  Confidential  Information  relating  to  the  Companies'  Business  and  its
customers  which must  remain  confidential.  Executive  acknowledges  that this
information is valuable, special, and a unique asset of the Companies' Business,
and that it has been and will be  developed  by the  Companies  at  considerable
effort and expense,  and if it were to be known and used by others  engaged in a
Competitive  Business,  it would be harmful and  detrimental to the interests of
the Companies.  In consideration of the foregoing and this Agreement,  Executive
hereby  agrees and  covenants  that,  during  and after the Term of  Employment,
Executive will not,  directly or indirectly in one or a series of  transactions,
disclose to any person,  or use or  otherwise  exploit for the  Executive's  own
benefit or for the benefit of anyone other than the Companies,  any Confidential
Information  (as defined in Section 9),  whether  prepared by  Executive or not;
provided,  however,  that  any  Confidential  Information  may be  disclosed  to
officers,  representatives,  employees  and agents of the  Companies who need to
know such  Confidential  Information in order to perform the services or conduct
the  operations  required  or expected  of them in the  Business  (as defined in
Section 9).  Executive  shall use his best efforts to prevent the removal of any
Confidential Information from the premises of the Companies,  except as required
in  his  normal  course  of  employment  by the  Company.  Executive  shall  use
commercially  reasonable  efforts to cause all  persons or  entities to whom any
Confidential  Information  shall be  disclosed  by him  hereunder to observe the
terms and  conditions  set forth herein as though each such person or entity was
bound hereby.  Executive shall have no obligation hereunder to keep confidential
any Confidential  Information if and to the extent  disclosure of any thereof is
specifically required by law; provided, however, that in the event disclosure is
required by  applicable  law, the Executive  shall  provide the  Companies  with
prompt notice of such requirement,  prior to making any disclosure,  so that the
Companies  may seek an  appropriate  protective  order.  At the  request  of the
Companies,  Executive agrees to deliver to the Companies, at any time during the
Term of Employment,  or thereafter,  all Confidential  Information  which he may
possess or control.  Executive agrees that all  Confidential  Information of the
Companies (whether now or hereafter existing)  conceived,  discovered or made by
him during the Term of Employment exclusively belongs to the Company (and not to
Executive).  Executive will promptly disclose such  Confidential  Information to
the Companies and perform all actions  reasonably  requested by the Companies to
establish and confirm such exclusive ownership.

     (b) The  terms of this  Section 7 shall  survive  the  termination  of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

8. Non-Interference

     (a)  Executive  acknowledges  that the services to be provided give him the
opportunity  to have special  knowledge of the  Companies  and its  Confidential
Information and the  capabilities of individuals  employed by or affiliated with
the Company and that interference in these relationships would cause irreparable
injury to the Company.  In consideration of this Agreement,  Executive covenants
and agrees that:

          (i) From the date hereof  through the date that is 24 months after the
     termination of the Term of Employment (the "Restricted Period"),  Executive
     will not,  without  the  express  written  approval  of the  Members of the
     Company, anywhere in the Market, directly or indirectly, in one or a series
     of  transactions,  own,  manage,  operate,  control,  invest or  acquire an
     interest  in,  or  otherwise   engage  or  participate  in,  whether  as  a
     proprietor,  partner,  stockholder,  lender, director,  officer,  employee,
     joint venturer, investor, lessor, supplier, customer, agent, representative
     or  other  participant,   in  any  business  which  competes,  directly  or
     indirectly,  with  the  Business  in the  Market  ("Competitive  Business")
     without  regard to (A) whether  the  Competitive  Business  has its office,
     manufacturing  or other business  facilities  within or without the Market,
     (B) whether any of the activities of the Executive  referred to above occur
     or are performed  within or without the Market or (C) whether the Executive
     resides, or reports to an office,  within or without the Market;  provided,
     however,  that (x) the Executive may,  anywhere in the Market,  directly or
     indirectly,  in one or a series of transactions,  own, invest or acquire an
     interest in up to one percent  (1%) of the capital  stock of a  corporation
     whose  capital stock is traded  publicly,  or that (y) Executive may accept
     employment with a successor company to the Company.

          (ii) During the  Restricted  Period (which shall not be reduced by any
     period of  violation  of this  Agreement  by  Executive  or period which is
     required for  litigation to enforce the rights  hereunder),  Executive will
     not  without  the  express  prior  written  approval  of the Members of the
     Company (A)  directly or  indirectly,  in one or a series of  transactions,
     recruit, solicit or otherwise induce or influence any proprietor,  partner,
     stockholder,  lender,  director,  officer,  employee,  sales  agent,  joint
     venturer,  investor, lessor, supplier,  customer, agent,  representative or

<PAGE>

     any other person which has a business  relationship  with the  Companies or
     had a business  relationship  with the Companies within the 24 month period
     preceding the date of the incident in question,  to discontinue,  reduce or
     modify such employment, agency or business relationship with the Companies,
     or (B) employ or seek to employ or cause any Competitive Business to employ
     or seek to  employ  any  person  or  agent  who is then (or was at any time
     within  24  months  prior  to the  date the  Executive  or the  Competitive
     Business  employs or seeks to employ such  person)  employed or retained by
     the Companies.  Notwithstanding the foregoing, nothing herein shall prevent
     the Executive from providing a letter of recommendation to an employee with
     respect to a future employment opportunity.

          (iii)  The  scope  and  term of this  Section  8  would  not  preclude
     Executive  from  earning a living with an entity that is not a  Competitive
     Business.

     (b) In the event that  Executive  breaches his  obligations in any material
respect under Section 7 or this Section 8, the Company,  in addition to pursuing
all available  remedies under this Agreement,  at law or otherwise,  and without
limiting its right to pursue the same shall cease all payments to the  Executive
under this Agreement or any other agreement.

     (c) The  terms of this  Section 8 shall  survive  the  termination  of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

9. Definitions

     "Business"  means any business  conducted,  or engaged in, by the Companies
prior to the date hereof or at any time during the Term of Employment.

     "Cause" is defined in Section 3(d).

     "Companies"  means  Parent  and  its  successors  or any of its  direct  or
indirect subsidiaries (including the Company), now or hereafter existing.

     "Company" is defined in the introduction.

     "Competitive Business" is defined in Section 8(a)(i).

     "Confidential  Information" means any confidential  information  including,
without  limitation,  any study, data,  calculations,  software storage media or
other  compilation  of  information,  patent,  patent  application,   copyright,
trademark,  trade name, service mark,  service name,  "know-how," trade secrets,
customer lists,  details of client or consultant  contracts,  pricing  policies,
operational  methods,   marketing  plans  or  strategies,   product  development
techniques or plans,  business  acquisition plans or any portion or phase of any
scientific  or technical  information,  ideas,  discoveries,  designs,  computer
programs (including source of object codes),  processes,  procedures,  formulas,
improvements  or other  proprietary or  intellectual  property of the Companies,
whether or not in written or tangible form, and whether or not  registered,  and
including all files, records,  manuals,  books,  catalogues,  memoranda,  notes,
summaries,  plans, reports,  records,  documents and other evidence thereof. The
term  "Confidential  Information"  does  not  include,  and  there  shall  be no
obligation  hereunder  with  respect  to,  information  that  becomes  generally
available to the public other than as a result of a disclosure  by the Executive
not permissible hereunder.

     "Executive" means Robert J. Currell or his estate, if deceased.
     "Market"  means any county in the United States of America and each similar
jurisdiction  in any other  country in which the  Business  was  conducted by or
engaged in by the Companies  prior to the date hereof or is conducted or engaged
in, or is proposed to be conducted  or engaged in, by the  Companies at any time
during the Term of Employment.

     "Members" means the managing member and each member of the Company.

     "Parent" is defined in the introduction.

     "Regulations" is defined in Section 2(c).

     "Restricted Period" is defined in Section 8(a)(i).

     "Term of Employment" is defined in Section 3(a).

10. Notice

     Any notice, request, demand or other communication required or permitted to
be given  under  this  Agreement  shall be given  in  writing  and if  delivered
personally,  or sent by certified or registered mail, return receipt  requested,
as  follows  (or to such other  addressee  or address as shall be set forth in a
notice given in the same manner):
<PAGE>

         If to Executive:           Robert J. Currell
                                    Facsimile: (  )

         If to Company:             TMT-Pathway, L.L.C.
                                    c/o Jackson Products, Inc.
                                    2997 Clarkson Road
                                    Chesterfield, Missouri 63017
                                    Attention: Christopher T. Paule
                                    Facsimile: (314) 207-2800

         with a copy to:

                                    Mayer, Brown & Platt
                                    1675 Broadway, Suite 1900
                                    New York, New York 10019
                                    Attention: James B. Carlson
                                    Facsimile: (212) 262-1910

     Any such  notices  shall  be  deemed  to be  given  on the date  personally
delivered or such return receipt is issued.

11. Previous Agreements; Executive's Representation

     (a) Executive hereby cancels, voids and renders without force or effect any
previous  employment  or severance  agreement by and between  Executive  and the
Company.

     (b) Executive  hereby warrants and represents to the Company that Executive
has carefully  reviewed this  Agreement and has consulted  with such advisors as
Executive  considers  appropriate in connection with this Agreement,  and is not
subject  to  any  covenants,  agreements  or  restrictions,   including  without
limitation any covenants,  agreements or restrictions arising out of Executive's
prior employment which would be breached or violated by Executive's execution of
this Agreement or by Executive's performance of his duties hereunder.

12. Other Matters

     Executive  agrees and  acknowledges  that the obligations owed to Executive
under this Agreement are solely the obligations of the Company, and that none of
the Companies' Members, directors, officers, affiliates, representatives, agents
or lenders will have any obligations or liabilities in respect of this Agreement
and the subject matter hereof, except as may be expressly provided by applicable
law.

13. Validity

     If, for any reason,  any provision hereof shall be determined to be invalid
or  unenforceable,  the validity and effect of the other provisions hereof shall
not be affected thereby.

14. Severability

     Whenever possible,  each provision of this Agreement will be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any  respect  under  any  applicable  law  or  rule  in any  jurisdiction,  such
invalidity,  illegality or unenforceability  will not affect any other provision
or any other  jurisdiction,  but this Agreement will be reformed,  construed and
enforced  in such  jurisdiction  as if such  invalid,  illegal or  unenforceable
provision had never been  contained  herein.  If any court  determines  that any
provision  of  Section 8 or any other  provision  hereof  is  unenforceable  and
therefore acts to reduce the scope or duration of such provision,  the provision
in its reduced form shall then be enforceable.

15. Waiver of Breach; Specific Performance

     The waiver by the Company or Executive of a breach of any provision of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any other  breach of such other  party.  Each of the  parties  (and third  party
beneficiaries)  to this  Agreement  will be entitled  to enforce its  respective
rights under this  Agreement  and to exercise  all other rights  existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate  remedy for any breach of the  provisions  of  Sections 7 and 8 of this
Agreement  and that any party (and third  party  beneficiaries)  may in its sole
discretion  apply to any court of law or equity of  competent  jurisdiction  for
specific performance and/or injunctive relief,  including temporary  restraining
orders, preliminary injunctions and permanent injunctions in order to enforce or
prevent any violations of the provisions of this Agreement.
<PAGE>

16. Assignment; Third Parties

     Neither  the  Executive  nor the  Company  may  assign,  transfer,  pledge,
hypothecate,  encumber or otherwise  dispose of this  Agreement or any of his or
its  respective  rights or  obligations  hereunder,  without  the prior  written
consent  of the  other.  The  parties  agree  and  acknowledge  that each of the
Companies  and the Members and  lenders  therein are  intended to be third party
beneficiaries  of, and have  rights and  interests  in respect  of,  Executive's
agreements set forth in Sections 7 and 8.

17. Amendment; Entire Agreement

     This  Agreement  may not be  changed  orally  but only by an  agreement  in
writing agreed to by the party against whom  enforcement of any waiver,  change,
modification,  extension  or discharge is sought.  This  Agreement  embodies the
entire  agreement  and  understanding  of the  parties  hereto in respect of the
subject  matter  of this  Agreement,  and  supersedes  and  replaces  all  prior
Agreements, understandings and commitments with respect to such subject matter.

18. Litigation

     THIS  AGREEMENT  SHALL BE GOVERNED BY,  CONSTRUED,  APPLIED AND ENFORCED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  MISSOURI,  EXCEPT THAT NO DOCTRINE OF
CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF MISSOURI, AND NO
DEFENSE,  COUNTERCLAIM  OR RIGHT OF SET-OFF  GIVEN OR ALLOWED BY THE LAWS OF ANY
OTHER STATE OR  JURISDICTION,  OR ARISING OUT OF THE ENACTMENT,  MODIFICATION OR
REPEAL OF ANY LAW, REGULATION,  ORDINANCE OR DECREE OF ANY FOREIGN JURISDICTION,
BE  INTERPOSED  IN ANY ACTION  HEREON.  EXECUTIVE AND THE COMPANY AGREE THAT ANY
ACTION  OR  PROCEEDING  TO  ENFORCE  OR  ARISING  OUT OF THIS  AGREEMENT  MAY BE
COMMENCED IN THE COURTS OF THE STATE OF MISSOURI OR THE UNITED  STATES  DISTRICT
COURTS  IN ST.  LOUIS,  MISSOURI.  EXECUTIVE  AND THE  COMPANY  CONSENT  TO SUCH
JURISDICTION,  AGREE  THAT  VENUE  WILL BE PROPER IN SUCH  COURTS  AND WAIVE ANY
OBJECTIONS  BASED  UPON FORUM NON  CONVENIENS.  THE CHOICE OF FORUM SET FORTH IN
THIS SECTION 18 SHALL NOT BE DEEMED TO PRECLUDE THE  ENFORCEMENT OF ANY JUDGMENT
OBTAINED  IN SUCH  FORUM OR THE TAKING OF ANY ACTION  UNDER  THIS  AGREEMENT  TO
ENFORCE SAME IN ANY OTHER JURISDICTION.

19. Further Action

     Executive  and the Company agree to perform any further acts and to execute
and deliver any documents  which may be  reasonable to carry out the  provisions
hereof.

20. Counterparts

     This  Agreement  may be  executed in  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.


<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have set their hands as of the day
and year first written above.

                                   EXECUTIVE:
                                             -----------------------------------
                                             Name: Robert J. Currell
                                             TMT-PATHWAY, L.L.C.




                                           By
                                             -----------------------------------
                                             Name: Christopher T. Paule
                                             Title:   Vice President
<PAGE>
Exhibit 10.36

                    EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

     This  Agreement and  Non-Interference  Agreement,  dated as of September 1,
2000 (this  "Agreement"),  by and between Francis "Joe" H. Gay (the "Executive")
and Jackson Products, Inc., a Delaware corporation (the "Company").

                              W I T N E S S E T H:

     WHEREAS,  the Company wishes to obtain the future services of the Executive
for the Company; and

     WHEREAS, the Executive is willing, upon the terms and conditions herein set
forth, to provide services hereunder; and

     WHEREAS,  the Company  wishes to secure the  Executive's  non-interference,
upon the terms and conditions herein set forth;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

1. Nature of Employment

     Subject to Section 3, the Company hereby employs  Executive,  and Executive
agrees to accept such  employment,  during the Term of Employment (as defined in
Section 3(a)), as Vice President of Human Resources and to undertake such duties
and  responsibilities  as may be reasonably  assigned to Executive  from time to
time by the Company or the appropriately  authorized and designated  officers of
the Company.
2. Extent of Employment

     (a)  During  the  Term of  Employment,  the  Executive  shall  perform  his
obligations hereunder faithfully and to the best of his ability at the principal
executive  offices of the  Company as directed  by the  President  and under the
direction  of the Board of  Directors  of the  Company  while  reporting  to the
President,  and shall  abide by the rules,  customs and usages from time to time
established by the Company.

     (b) During the Term of  Employment,  the Executive  shall devote all of his
business  time,  energy  and  skill  as  may be  reasonably  necessary  for  the
performance of his duties,  responsibilities  and obligations  hereunder (except
for vacation  periods and  reasonable  periods of illness or other  incapacity),
consisting with past practices and norms in similar positions.

     (c)  Nothing  contained  herein  shall  require  Executive  to  follow  any
directive  or to  perform  any act which  would  violate  any laws,  ordinances,
regulations or rules of any  governmental,  regulatory or  administrative  body,
agent or authority,  any court or judicial authority,  or any public, private or
industry regulatory authority (collectively, the "Regulations"). Executive shall
act in good faith in accordance with all Regulations.

3. Terms of Employment; Termination

     (a) The "Term of  Employment"  shall  commence on the date hereof and shall
continue for a term of two (2) years (the "Initial Term"),  subject to automatic
renewal  for  additional  periods  of one (1) year after the  Initial  Term (the
"Additional  Terms")  unless at least  ninety  (90) days prior to the  scheduled
expiration date of the Initial Term or any subsequent  Additional  Term,  either
the  Executive  or the Company  notifies the other of its decision not to renew.
Should the  Executive's  employment by the Company be earlier  terminated by the
Company  pursuant to Section 3(b) or by the Executive  pursuant to Section 3(c),
the Term of Employment shall end on the date of such earlier termination.

     (b)  Subject to the  payments  contemplated  by Section  3(e),  the Term of
Employment may be terminated at any time by the Company;

          (i) upon the death of Executive;

          (ii) in the event  that  because  of  physical  or  mental  disability
     Executive is unable to perform, and does not perform,  substantially all of
     his duties  hereunder  for a continuous  period of ninety (90) days,  or as
     certified in writing by an experienced,  recognized physician  specializing
     in such disabilities, which physician shall be reasonably acceptable to the
     Company and the Executive;

          (iii) for Cause (as defined in Section 3(d));
<PAGE>

          (iv)  upon the  continuous  poor or  unacceptable  performance  of the
     Executive's duties to the Company, in the sole judgment of the President of
     the Company,  which has  remained  uncured for a period of thirty (30) days
     after  delivery  of  notice  by  the  Company  to  the  Executive  of  such
     dissatisfaction with Executive's performance; or

          (v) for any other  reason or no reason,  it being  understood  that no
     reason is required.

     Executive  acknowledges that no  representations or promises have been made
concerning the grounds for termination or the future  operation of the Company's
business,  and that nothing contained herein or otherwise stated by or on behalf
of the  Company  modifies  or  amends  the  right of the  Company  to  terminate
Executive at any time, with or without Cause. Termination shall become effective
upon the  delivery by the Company to the  Executive  of notice  specifying  such
termination and the reasons therefor (i.e., Section 3(b)(i)-(v)), subject to the
requirements  for advance  notice and an  opportunity  to cure  provided in this
Agreement, if and to the extent applicable.

     (c)  Subject to the  payments  contemplated  by Section  3(e),  the Term of
Employment may be terminated at any time by the Executive:

          (i) upon the death of Executive;

          (ii) in the event  that  because  of  physical  or  mental  disability
     Executive is unable to perform, and does not perform,  substantially all of
     his duties  hereunder  for a continuous  period of ninety (90) days,  or as
     certified in writing by an experienced,  recognized physician  specializing
     in such disabilities, which physician shall be reasonably acceptable to the
     Company and the Executive;

          (iii) as a result of a material  reduction in  Executive's  authority,
     perquisites,  salary,  position  or  responsibilities  (other  than  such a
     reduction  which  affects  all  of the  Company's  senior  executives  on a
     substantially  equal or  proportionate  basis)  or the  Company's  willful,
     material  violation of its obligations under this Agreement,  in each case,
     after  thirty  (30)  days  prior  written  notice  to the  Company  and the
     Company's failure thereafter to cure such reduction or violation; or

          (iv)  voluntarily  or for any reason not  referred  to in clauses  (i)
     through  (iii),  or no reason,  in each case,  after ninety (90) days prior
     written notice to the Company.

     (d) For the  purposes  of this  Section  3,  "Cause"  shall mean any of the
following: (i) Executive's commission of any crime or criminal offense involving
the unlawful theft or conversion of substantial  monies or other property or any
other felony  (other than a criminal  offense  arising  solely under a statutory
provision  imposing criminal liability on the Executive on a per se basis due to
the  offices  held by the  Executive),  including  fraud or  embezzlement;  (ii)
Executive's  breach  of any of  his  fiduciary  duties  to  the  Company  or its
shareholders or making of a willful  misrepresentation or omission which breach,
misrepresentation  or  omission  would  reasonably  be  expected  to  materially
adversely  affect the  business,  properties,  assets,  condition  (financial or
other) or prospects of the Company;  (iii)  Executive's  willful,  continual and
material  neglect  or failure  to  discharge  his  duties,  responsibilities  or
obligations  prescribed  by Sections 1 and 2 (other than  arising  solely due to
physical  or  mental  disability);  (iv)  Executive's  habitual  drunkenness  or
substance  abuse  which  materially   interferes  with  Executive's  ability  to
discharge his duties,  responsibilities or obligations  prescribed by Sections 1
and 2; (v)  Executive's  willful and material breach of any  non-competition  or
confidentiality agreement with the Company, including without limitation,  those
set forth in  Sections 7 and 8 of this  Agreement;  and (vi)  Executive's  gross
neglect of his duties and responsibilities, as determined by the Company.
<PAGE>

     (e) In the event Executive's  employment is terminated  pursuant to Section
3(b)(i), 3(b)(ii), 3(b)(v), 3(c)(i), 3(c)(ii) or 3(c)(iii), the Company will pay
to  Executive  (or his estate or  representative)  the full  amounts to which he
would be  entitled  under  Section  4(a) and  benefits  to which  Executive  was
provided by the Company on the date of termination  for the period from the date
of  termination  to the  first  anniversary  of such  termination.  In the event
Executive's  employment is terminated pursuant to Section 3(b)(iv),  the Company
will pay to  Executive  the full  amounts  to which he would be  entitled  under
Section 4(a) and customary  benefits for the period from the date of termination
until  thirty  (30)  days  after  the  date of such  termination.  In the  event
Executive's  employment is terminated pursuant to Section 3(b)(iii) or 3(c)(iv),
there will be no amounts payable by the Company to the Executive under Section 4
or  any  other  provision  of  this  Agreement,  from  and  after  the  date  of
termination.  If the Company  makes any payments  required by this Section 3(e),
such payments will constitute  severance and liquidated damages, and the Company
will not be  obligated  to pay any  further  amounts  to  Executive  under  this
Agreement  or  otherwise  be  liable  to  Executive  in   connection   with  his
termination.

     (f) All  determinations  pursuant to this Section 3 (other than pursuant to
Section 3(b)(ii),  3(b)(iv) or 3(c)(ii)) shall be made by the Company's Board of
Directors, in its sole discretion, whose decision shall be final, conclusive and
binding.

     (g)  Termination of Executive's  employment will not terminate the parties'
respective obligations under Sections 7, 8, 10 through 20.

     (h) In the event  Executive's  employment is terminated  and the Company is
obligated  to make  payments  pursuant to Section  3(e),  Executive  will not be
obligated to seek or obtain alternative  employment;  provided,  however,  if he
nevertheless  thereafter  obtains  alternative  employment,  then  if and to the
extent Executive  obtains such  employment,  the Company's  payment  obligations
under Section 3(e),  including its obligation to provide insurance coverage,  if
any,  will  be  mitigated  and  reduced  by  and to the  extent  of  Executive's
compensation  under  such  alternative  employment  during  the period for which
payments  are owed by the Company  pursuant  to Section  3(e).  Executive  shall
provide the Company with written notice of alternative employment within fifteen
(15) days of obtaining such employment.  Moreover,  in the event that, after the
Restricted Period pursuant to Section 8(a),  Executive is employed by or engaged
in a Competitive  Business as contemplated by Section 8(a)(i),  then the Company
will  thereupon  cease  and will be no  longer  obligated  to make any  payments
otherwise required under this Agreement.

     (i) In the event  Executive's  employment is terminated  and the Company is
obligated to make payments pursuant to Section 3(e), Executive hereby waives any
and all claims against the Companies, and their respective officers,  directors,
employees, agents, or representatives,  stockholders,  members and/or affiliates
relating to his employment during the term hereof and this Agreement.

4. Compensation

     (a) During the Term of Employment,  the Company shall pay  compensation  to
Executive as base  compensation  for his  services  hereunder a base salary at a
rate of One Hundred Twenty-Five  Thousand Dollars  ($125,000.00) per annum. Such
amounts may be adjusted  upward  annually at the discretion of the Company based
upon an annual review of  Executive's  performance  by the Company  beginning on
March 1, 2001.

     (b) An  annual  bonus  compensation  based on  Executive's  performance  as
determined and approved by the Company's Board of Directors.  Such bonus will be
at the full discretion of the Company's Board of Directors,  and may not be paid
at all.  Executive  acknowledges that no bonus has been agreed upon or promised.
If the  Company's  Board of  Directors  decide to pay a bonus,  it is to be paid
within thirty (30) days after the issuance of audited  financial  statements for
the Company.

5. Reimbursement of Expenses

     During the Term of Employment,  the Company shall  reimburse  Executive for
documented  travel,  entertainment  and other  expenses  reasonably  incurred by
Executive in connection  with the  performance  of his duties  hereunder and, in
each case, in accordance with the rules,  customs and usages  promulgated by the
Company from time to time in effect.
<PAGE>

6. Benefits

     During  the  Term  of  Employment,  the  Executive  shall  be  entitled  to
perquisites,  paid vacations and benefits (including health, short and long term
disability,  pension and life insurance benefits  consistent with past practice,
or as  increased  from  time to time)  established  from  time to  time,  by the
Company's  Board of Directors  for  executives  of the  Company,  subject to the
policies and procedures in effect regarding participation in such benefits.

7. Confidential Information

     (a) Executive  acknowledges that his employment  hereunder gives him access
to  Confidential  Information  relating  to  the  Companies'  Business  and  its
customers  which must  remain  confidential.  Executive  acknowledges  that this
information is valuable, special, and a unique asset of the Companies' Business,
and that it has been and will be  developed  by the  Companies  at  considerable
effort and expense,  and if it were to be known and used by others  engaged in a
Competitive  Business,  it would be harmful and  detrimental to the interests of
the Companies.  In consideration of the foregoing and this Agreement,  Executive
hereby  agrees and  covenants  that,  during  and after the Term of  Employment,
Executive will not,  directly or indirectly in one or a series of  transactions,
disclose to any person,  or use or  otherwise  exploit for the  Executive's  own
benefit or for the benefit of anyone other than the Companies,  any Confidential
Information,  whether prepared by Executive or not; provided,  however, that any
Confidential   Information  may  be  disclosed  to  officers,   representatives,
employees  and  agents  of the  Companies  who  need to know  such  Confidential
Information in order to perform the services or conduct the operations  required
or expected of them in the  Business.  Executive  shall use his best  efforts to
prevent the removal of any  Confidential  Information  from the  premises of the
Companies, except as required in his normal course of employment by the Company.
Executive  shall use  commercially  reasonable  efforts to cause all  persons or
entities  to  whom  any  Confidential  Information  shall  be  disclosed  by him
hereunder  to observe the terms and  conditions  set forth herein as though each
such  person or entity was bound  hereby.  Executive  shall  have no  obligation
hereunder to keep confidential any Confidential Information if and to the extent
disclosure of any thereof is specifically  required by law;  provided,  however,
that in the event  disclosure is required by applicable law, the Executive shall
provide the Companies  with prompt notice of such  requirement,  prior to making
any disclosure,  so that the Companies may seek an appropriate protective order.
At the request of the Companies,  Executive  agrees to deliver to the Companies,
at any time  during the Term of  Employment,  or  thereafter,  all  Confidential
Information  which  he  may  possess  or  control.  Executive  agrees  that  all
Confidential  Information of the Companies  (whether now or hereafter  existing)
conceived,  discovered or made by him during the Term of Employment  exclusively
belongs  to the  Companies  (and  not to  Executive).  Executive  will  promptly
disclose such Confidential  Information to the Companies and perform all actions
reasonably  requested by the Companies to establish  and confirm such  exclusive
ownership.

     (b) The  terms of this  Section 7 shall  survive  the  termination  of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

8. Non-Interference

     (a)  Executive  acknowledges  that the services to be provided give him the
opportunity  to have special  knowledge of the  Companies  and the  Confidential
Information  thereof  and  the  capabilities  of  individuals   employed  by  or
affiliated with the Companies and that interference in these relationships would
cause irreparable  injury to the Companies.  In consideration of this Agreement,
Executive covenants and agrees that:

          (i) From the date hereof  through  the date that is seven  hundred and
     twenty  (720)  days  after   Executive's   employment  is  terminated  (the
     "Restricted  Period"),  Executive  will not,  without the  express  written
     approval  of the  Company's  Board of  Directors,  anywhere  in the Market,
     directly or indirectly,  in one or a series of  transactions,  own, manage,
     operate,  control, invest or acquire an interest in, or otherwise engage or
     participate  in,  whether as a proprietor,  partner,  stockholder,  lender,
     director,  officer,  employee, joint venturer,  investor, lessor, supplier,
     customer, agent, representative or other participant, in any business which
     competes,   directly  or  indirectly,  with  the  Business  in  the  Market
     ("Competitive  Business")  without  regard to (A) whether  the  Competitive
     Business has its office,  manufacturing or other business facilities within
     or without the Market,  (B) whether any of the  activities of the Executive
     referred  to above occur or are  performed  within or without the Market or
     (C)  whether  the  Executive  resides,  or reports to an office,  within or
     without the Market; provided, however, that (x) the Executive may, anywhere
     in the Market, directly or indirectly,  in one or a series of transactions,
     own, invest or acquire an interest in up to one percent (1%) of the capital
     stock of a corporation whose capital stock is traded publicly, and that (y)
     Executive may accept employment with a successor company to the Company.
<PAGE>

          (ii) During the  Restricted  Period (which shall not be reduced by any
     period of  violation  of this  Agreement  by  Executive  or period which is
     required for  litigation to enforce the rights  hereunder),  Executive will
     not without the express  prior written  approval of the Company's  Board of
     Directors (A) directly or indirectly,  in one or a series of  transactions,
     recruit, solicit or otherwise induce or influence any proprietor,  partner,
     stockholder,  lender,  director,  officer,  employee,  sales  agent,  joint
     venturer,  investor, lessor, supplier,  customer, agent,  representative or
     any other person which has a business  relationship  with the  Companies or
     had a business relationship with the Companies within the seven hundred and
     twenty (720) day period preceding the date of the incident in question,  to
     discontinue,   reduce  or  modify  such  employment,   agency  or  business
     relationship  with the Companies,  or (B) employ or seek to employ or cause
     any  Competitive  Business  to employ or seek to employ any person or agent
     who is then (or was at any time within the seven  hundred and twenty  (720)
     days prior to the date the Executive or the Competitive Business employs or
     seeks to  employ  such  person)  employed  or  retained  by the  Companies.
     Notwithstanding  the foregoing,  nothing herein shall prevent the Executive
     from providing a letter of  recommendation to an employee with respect to a
     future employment opportunity.

          (iii) Executive hereby acknowledges and agrees that the scope and term
     of this Section 8 would not preclude Executive from earning a living.

     (b) In the event that Executive breaches his obligations under Section 7 or
this Section 8, the  Company,  in addition to pursuing  all  available  remedies
under this  Agreement,  at law or otherwise,  and without  limiting its right to
pursue the same,  shall cease all payments to the Executive under this Agreement
or any other agreement.

     (c) The  terms of this  Section 8 shall  survive  the  termination  of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

9. Definitions

     "Additional Terms" is defined in Section 3(a).

     "Business"  means any business  conducted,  or engaged in, by the Companies
prior to the date hereof or at any time during the Term of Employment.

     "Cause" is defined in Section 3(d).

     "Companies"  means the Company and its  successors  and any entity in which
the Company owns an interest, now or hereafter existing.

     "Company" is defined in the introduction.

     "Competitive Business" is defined in Section 8(a)(i).

     "Confidential  Information" means any confidential  information  including,
without  limitation,  any study, data,  calculations,  software storage media or
other  compilation  of  information,  patent,  patent  application,   copyright,
trademark,  trade name, service mark,  service name,  "know-how," trade secrets,
customer lists,  details of client or consultant  contracts,  pricing  policies,
operational  methods,   marketing  plans  or  strategies,   product  development
techniques or plans,  business  acquisition plans or any portion or phase of any
scientific  or technical  information,  ideas,  discoveries,  designs,  computer
programs (including source of object codes),  processes,  procedures,  formulas,
improvements  or other  proprietary or  intellectual  property of the Companies,
whether or not in written or tangible form, and whether or not  registered,  and
including all files, records,  manuals,  books,  catalogues,  memoranda,  notes,
summaries,  plans, reports,  records,  documents and other evidence thereof. The
term  "Confidential  Information"  does  not  include,  and  there  shall  be no
obligation  hereunder  with  respect  to,  information  that  becomes  generally
available to the public other than as a result of a disclosure  by the Executive
not permissible hereunder.

     "Executive" means Francis "Joe" H. Gay or his estate, if deceased.

     "Initial Term" is defined in Section 3(a).

     "Market"  means any county in the United States of America and each similar
jurisdiction  in any other  country in which the  Business  was  conducted by or
engaged in by the Companies  prior to the date hereof or is conducted or engaged
in, or is proposed to be conducted  or engaged in, by the  Companies at any time
during the Term of Employment.

     "Regulations" is defined in Section 2(c).

     "Restricted Period" is defined in Section 8(a)(i).

     "Term of Employment" is defined in Section 3(a).
<PAGE>

10. Notice

     Any notice, request, demand or other communication required or permitted to
be given  under  this  Agreement  shall be given  in  writing  and if  delivered
personally,  or sent by certified or registered mail, return receipt  requested,
as  follows  (or to such other  addressee  or address as shall be set forth in a
notice given in the same manner):

If to Executive:               Francis "Joe" H. Gay
                               536 Steepleton Court
                               Ballwin, Missouri 63021


If to Company:                 Jackson Products, Inc.
                               2997 Clarkson Road
                               Chesterfield, Missouri 63017
                               Attention: Christopher T. Paule
                               Facsimile: (314) 207-2800


                               with a copy to:

                               Gallop, Johnson & Neuman, L.C.
                               101 South Hanley, Suite 1600
                               St. Louis, Missouri 63105
                               Attention: Barbara J. Hartung
                               Facsimile: (314) 862-1200

     Any such  notices  shall  be  deemed  to be  given  on the date  personally
delivered or such return receipt is issued.

11. Previous Agreements; Executive's Representation

     (a) Executive hereby cancels, voids and renders without force or effect any
previous  employment  or severance  agreement by and between  Executive  and the
Company.

     (b) Executive  hereby warrants and represents to the Company that Executive
has carefully  reviewed this  Agreement and has consulted  with such advisors as
Executive  considers  appropriate in connection with this Agreement,  and is not
subject  to  any  covenants,  agreements  or  restrictions,   including  without
limitation any covenants,  agreements or restrictions arising out of Executive's
prior employment which would be breached or violated by Executive's execution of
this Agreement or by Executive's performance of his duties hereunder.

12. Other Matters

     Executive  agrees and  acknowledges  that the obligations owed to Executive
under this Agreement are solely the obligations of the Company, and that none of
the Companies' shareholders,  directors, officers, affiliates,  representatives,
agents or lenders will have any  obligations  or  liabilities in respect of this
Agreement and the subject matter hereof.

13. Validity

     If, for any reason,  any provision hereof shall be determined to be invalid
or  unenforceable,  the validity and effect of the other provisions hereof shall
not be affected thereby.

14. Severability

     Whenever possible,  each provision of this Agreement will be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any  respect  under  any  applicable  law  or  rule  in any  jurisdiction,  such
invalidity,  illegality or unenforceability  will not affect any other provision
or any other  jurisdiction,  but this Agreement will be reformed,  construed and
enforced  in such  jurisdiction  as if such  invalid,  illegal or  unenforceable
provision had never been  contained  herein.  If any court  determined  that any
provision  of  Section 8 or any other  provision  hereof  is  unenforceable  and
therefore acts to reduce the scope or duration of such provision,  the provision
in its reduced form shall then be enforceable.
<PAGE>

15. Waiver of Breach; Specific Performance

     The waiver by the Company or Executive of a breach of any provision of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any other  breach of such other  party.  Each of the  parties  (and third  party
beneficiaries)  to this  Agreement  will be entitled  to enforce its  respective
rights under this  Agreement  and to exercise  all other rights  existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate  remedy for any breach of the  provisions  of  Sections 7 and 8 of this
Agreement  and that any party (and third  party  beneficiaries)  may in its sole
discretion  apply to any court of law or equity of  competent  jurisdiction  for
specific performance and/or injunctive relief,  including temporary  restraining
orders, preliminary injunctions and permanent injunctions in order to enforce or
prevent any violations of the provisions of this Agreement.

16. Assignment; Third Parties

     Neither  the  Executive  nor the  Company  may  assign,  transfer,  pledge,
hypothecate,  encumber or otherwise  dispose of this  Agreement or any of his or
its  respective  rights or  obligations  hereunder,  without  the prior  written
consent of the other; provided,  however, that the Company may assign,  transfer
and  hypothecate  this  Agreement to a transferee  of  substantially  all of the
Company's assets.  The parties agree and acknowledge that each of the Companies,
the  shareholders  thereof  and lenders  therein are  intended to be third party
beneficiaries  of, and have  rights and  interests  in respect  of,  Executive's
agreements set forth in Sections 7 and 8.

17. Amendment; Entire Agreement

     This  Agreement  may not be  changed  orally  but only by an  agreement  in
writing agreed to by the party against whom  enforcement of any waiver,  change,
modification,  extension  or discharge is sought.  This  Agreement  embodies the
entire  agreement  and  understanding  of the  parties  hereto in respect of the
subject  matter  of this  Agreement,  and  supersedes  and  replaces  all  prior
Agreements, understandings and commitments with respect to such subject matter.

18. Litigation

     THIS  AGREEMENT  SHALL BE GOVERNED BY,  CONSTRUED,  APPLIED AND ENFORCED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  MISSOURI,  EXCEPT THAT NO DOCTRINE OF
CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF MISSOURI, AND NO
DEFENSE,  COUNTERCLAIM  OR RIGHT OF SET-OFF  GIVEN OR ALLOWED BY THE LAWS OF ANY
OTHER STATE OR  JURISDICTION,  OR ARISING OUT OF THE ENACTMENT,  MODIFICATION OR
REPEAL OF ANY LAW, REGULATION,  ORDINANCE OR DECREE OF ANY FOREIGN JURISDICTION,
BE  INTERPOSED  IN ANY ACTION  HEREON.  EXECUTIVE AND THE COMPANY AGREE THAT ANY
ACTION  OR  PROCEEDING  TO  ENFORCE  OR  ARISING  OUT OF THIS  AGREEMENT  MAY BE
COMMENCED IN THE COURTS OF THE STATE OF MISSOURI OR THE UNITED  STATES  DISTRICT
COURTS  IN ST.  LOUIS,  MISSOURI.  EXECUTIVE  AND THE  COMPANY  CONSENT  TO SUCH
JURISDICTION,  AGREE  THAT  VENUE  WILL BE PROPER IN SUCH  COURTS  AND WAIVE ANY
OBJECTIONS  BASED  UPON FORUM NON  CONVENIENS.  THE CHOICE OF FORUM SET FORTH IN
THIS SECTION 18 SHALL NOT BE DEEMED TO PRECLUDE THE  ENFORCEMENT OF ANY JUDGMENT
OBTAINED  IN SUCH  FORUM OR THE TAKING OF ANY ACTION  UNDER  THIS  AGREEMENT  TO
ENFORCE SAME IN ANY OTHER JURISDICTION.

19. Further Action

     Executive  and the Company agree to perform any further acts and to execute
and deliver any documents  which may be  reasonable to carry out the  provisions
hereof.

20. Counterparts

     This  Agreement  may be  executed in  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.

     IN WITNESS  WHEREOF,  the parties hereto have set their hands as of the day
and year first written above.

                                    EXECUTIVE

                                             -----------------------------------
                                             Name:  Francis "Joe" H. Gay
                                             JACKSON PRODUCTS, INC.


                                          By:
                                             -----------------------------------
                                             Name: Christopher T. Paule
                                             Title:   President

<PAGE>
Exhibit 10.37

                    EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

     This  Agreement and  Non-Interference  Agreement,  dated as of September 1,
2000 (this  "Agreement"),  by and between Mark A. Kolmer (the  "Executive")  and
Jackson Products, Inc., a Delaware corporation (the "Company").

                              W I T N E S S E T H:

     WHEREAS,  the Company wishes to obtain the future services of the Executive
for the Company; and

     WHEREAS, the Executive is willing, upon the terms and conditions herein set
forth, to provide services hereunder; and

     WHEREAS,  the Company  wishes to secure the  Executive's  non-interference,
upon the terms and conditions herein set forth;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

1. Nature of Employment

     Subject to Section 3, the Company hereby employs  Executive,  and Executive
agrees to accept such  employment,  during the Term of Employment (as defined in
Section  3(a)),  as Vice  President  Finance  and to  undertake  such duties and
responsibilities as may be reasonably assigned to Executive from time to time by
the  Company or the  appropriately  authorized  and  designated  officers of the
Company.

2. Extent of Employment

     (a)  During  the  Term of  Employment,  the  Executive  shall  perform  his
obligations hereunder faithfully and to the best of his ability at the principal
executive  offices of the  Company as directed  by the  President  and under the
direction  of the Board of  Directors  of the  Company  while  reporting  to the
President,  and shall  abide by the rules,  customs and usages from time to time
established by the Company.

     (b) During the Term of  Employment,  the Executive  shall devote all of his
business  time,  energy  and  skill  as  may be  reasonably  necessary  for  the
performance of his duties,  responsibilities  and obligations  hereunder (except
for vacation  periods and  reasonable  periods of illness or other  incapacity),
consisting with past practices and norms in similar positions.

     (c)  Nothing  contained  herein  shall  require  Executive  to  follow  any
directive  or to  perform  any act which  would  violate  any laws,  ordinances,
regulations or rules of any  governmental,  regulatory or  administrative  body,
agent or authority,  any court or judicial authority,  or any public, private or
industry regulatory authority (collectively, the "Regulations"). Executive shall
act in good faith in accordance with all Regulations.

3. Terms of Employment; Termination

     (a) The "Term of  Employment"  shall  commence on the date hereof and shall
continue for a term of two (2) years (the "Initial Term"),  subject to automatic
renewal  for  additional  periods  of one (1) year after the  Initial  Term (the
"Additional  Terms")  unless at least  ninety  (90) days prior to the  scheduled
expiration date of the Initial Term or any subsequent  Additional  Term,  either
the  Executive  or the Company  notifies the other of its decision not to renew.
Should the  Executive's  employment by the Company be earlier  terminated by the
Company  pursuant to Section 3(b) or by the Executive  pursuant to Section 3(c),
the Term of Employment shall end on the date of such earlier termination.

     (b)  Subject to the  payments  contemplated  by Section  3(e),  the Term of
Employment may be terminated at any time by the Company;

          (i) upon the death of Executive;

          (ii) in the event  that  because  of  physical  or  mental  disability
     Executive is unable to perform, and does not perform,  substantially all of
     his duties  hereunder  for a continuous  period of ninety (90) days,  or as
     certified in writing by an experienced,  recognized physician  specializing
     in such disabilities, which physician shall be reasonably acceptable to the
     Company and the Executive;

          (iii) for Cause (as defined in Section 3(d));
<PAGE>

          (iv)  upon the  continuous  poor or  unacceptable  performance  of the
     Executive's duties to the Company, in the sole judgment of the President of
     the Company,  which has  remained  uncured for a period of thirty (30) days
     after  delivery  of  notice  by  the  Company  to  the  Executive  of  such
     dissatisfaction with Executive's performance; or

          (v) for any other  reason or no reason,  it being  understood  that no
     reason is required.

     Executive  acknowledges that no  representations or promises have been made
concerning the grounds for termination or the future  operation of the Company's
business,  and that nothing contained herein or otherwise stated by or on behalf
of the  Company  modifies  or  amends  the  right of the  Company  to  terminate
Executive at any time, with or without Cause. Termination shall become effective
upon the  delivery by the Company to the  Executive  of notice  specifying  such
termination and the reasons therefor (i.e., Section 3(b)(i)-(v)), subject to the
requirements  for advance  notice and an  opportunity  to cure  provided in this
Agreement, if and to the extent applicable.

     (c)  Subject to the  payments  contemplated  by Section  3(e),  the Term of
Employment may be terminated at any time by the Executive:

          (i) upon the death of Executive;

          (ii) in the event  that  because  of  physical  or  mental  disability
     Executive is unable to perform, and does not perform,  substantially all of
     his duties  hereunder  for a continuous  period of ninety (90) days,  or as
     certified in writing by an experienced,  recognized physician  specializing
     in such disabilities, which physician shall be reasonably acceptable to the
     Company and the Executive;

          (iii) as a result of a material  reduction in  Executive's  authority,
     perquisites,  salary,  position  or  responsibilities  (other  than  such a
     reduction  which  affects  all  of the  Company's  senior  executives  on a
     substantially  equal or  proportionate  basis)  or the  Company's  willful,
     material  violation of its obligations under this Agreement,  in each case,
     after  thirty  (30)  days  prior  written  notice  to the  Company  and the
     Company's failure thereafter to cure such reduction or violation; or

          (iv)  voluntarily  or for any reason not  referred  to in clauses  (i)
     through  (iii),  or no reason,  in each case,  after ninety (90) days prior
     written notice to the Company.

     (d) For the  purposes  of this  Section  3,  "Cause"  shall mean any of the
following: (i) Executive's commission of any crime or criminal offense involving
the unlawful theft or conversion of substantial  monies or other property or any
other felony  (other than a criminal  offense  arising  solely under a statutory
provision  imposing criminal liability on the Executive on a per se basis due to
the  offices  held by the  Executive),  including  fraud or  embezzlement;  (ii)
Executive's  breach  of any of  his  fiduciary  duties  to  the  Company  or its
shareholders or making of a willful  misrepresentation or omission which breach,
misrepresentation  or  omission  would  reasonably  be  expected  to  materially
adversely  affect the  business,  properties,  assets,  condition  (financial or
other) or prospects of the Company;  (iii)  Executive's  willful,  continual and
material  neglect  or failure  to  discharge  his  duties,  responsibilities  or
obligations  prescribed  by Sections 1 and 2 (other than  arising  solely due to
physical  or  mental  disability);  (iv)  Executive's  habitual  drunkenness  or
substance  abuse  which  materially   interferes  with  Executive's  ability  to
discharge his duties,  responsibilities or obligations  prescribed by Sections 1
and 2; (v)  Executive's  willful and material breach of any  non-competition  or
confidentiality agreement with the Company, including without limitation,  those
set forth in  Sections 7 and 8 of this  Agreement;  and (vi)  Executive's  gross
neglect of his duties and responsibilities, as determined by the Company.

     (e) In the event Executive's  employment is terminated  pursuant to Section
3(b)(i), 3(b)(ii), 3(b)(v), 3(c)(i), 3(c)(ii) or 3(c)(iii), the Company will pay
to  Executive  (or his estate or  representative)  the full  amounts to which he
would be  entitled  under  Section  4(a) and  benefits  to which  Executive  was
provided by the Company on the date of termination  for the period from the date
of  termination  to the  first  anniversary  of such  termination.  In the event
Executive's  employment is terminated pursuant to Section 3(b)(iv),  the Company
will pay to  Executive  the full  amounts  to which he would be  entitled  under
Section 4(a) and customary  benefits for the period from the date of termination
until  thirty  (30)  days  after  the  date of such  termination.  In the  event
Executive's  employment is terminated pursuant to Section 3(b)(iii) or 3(c)(iv),
there will be no amounts payable by the Company to the Executive under Section 4
or  any  other  provision  of  this  Agreement,  from  and  after  the  date  of
termination.  If the Company  makes any payments  required by this Section 3(e),
such payments will constitute  severance and liquidated damages, and the Company
will not be  obligated  to pay any  further  amounts  to  Executive  under  this
Agreement  or  otherwise  be  liable  to  Executive  in   connection   with  his
termination.
<PAGE>

     (f) All  determinations  pursuant to this Section 3 (other than pursuant to
Section 3(b)(ii),  3(b)(iv) or 3(c)(ii)) shall be made by the Company's Board of
Directors, in its sole discretion, whose decision shall be final, conclusive and
binding.

     (g)  Termination of Executive's  employment will not terminate the parties'
respective obligations under Sections 7, 8, 10 through 20.

     (h) In the event  Executive's  employment is terminated  and the Company is
obligated  to make  payments  pursuant to Section  3(e),  Executive  will not be
obligated to seek or obtain alternative  employment;  provided,  however,  if he
nevertheless  thereafter  obtains  alternative  employment,  then  if and to the
extent Executive  obtains such  employment,  the Company's  payment  obligations
under Section 3(e),  including its obligation to provide insurance coverage,  if
any,  will  be  mitigated  and  reduced  by  and to the  extent  of  Executive's
compensation  under  such  alternative  employment  during  the period for which
payments  are owed by the Company  pursuant  to Section  3(e).  Executive  shall
provide the Company with written notice of alternative employment within fifteen
(15) days of obtaining such employment.  Moreover,  in the event that, after the
Restricted Period pursuant to Section 8(a),  Executive is employed by or engaged
in a Competitive  Business as contemplated by Section 8(a)(i),  then the Company
will  thereupon  cease  and will be no  longer  obligated  to make any  payments
otherwise required under this Agreement.

          (i) In the event Executive's  employment is terminated and the Company
     is obligated to make payments  pursuant to Section 3(e),  Executive  hereby
     waives any and all  claims  against  the  Companies,  and their  respective
     officers, directors,  employees, agents, or representatives,  stockholders,
     members and/or affiliates relating to his employment during the term hereof
     and this Agreement.

4. Compensation

     (a) During the Term of Employment,  the Company shall pay  compensation  to
Executive as base  compensation  for his  services  hereunder a base salary at a
rate of One Hundred  Twelve  Thousand  Five Hundred  Dollars  ($112,500.00)  per
annum.  Such amounts may be adjusted  upward  annually at the  discretion of the
Company based upon an annual review of  Executive's  performance  by the Company
beginning on June 1, 2001.

     (b) An  annual  bonus  compensation  based on  Executive's  performance  as
determined and approved by the Company's Board of Directors.  Such bonus will be
at the full discretion of the Company's Board of Directors,  and may not be paid
at all.  Executive  acknowledges that no bonus has been agreed upon or promised.
If the  Company's  Board of  Directors  decide to pay a bonus,  it is to be paid
within thirty (30) days after the issuance of audited  financial  statements for
the Company.

     (c)  During  the Term of  Employment,  Executive  shall  receive  a monthly
automobile  allowance of Five Hundred  Dollars  ($500.00)  (before the effect of
federal and state income taxes and FICA).

5. Reimbursement of Expenses

     During the Term of Employment,  the Company shall  reimburse  Executive for
documented  travel,  entertainment  and other  expenses  reasonably  incurred by
Executive in connection  with the  performance  of his duties  hereunder and, in
each case, in accordance with the rules,  customs and usages  promulgated by the
Company from time to time in effect.

6. Benefits

     During  the  Term  of  Employment,  the  Executive  shall  be  entitled  to
perquisites,  paid vacations and benefits (including health, short and long term
disability,  pension and life insurance benefits  consistent with past practice,
or as  increased  from  time to time)  established  from  time to  time,  by the
Company's  Board of Directors  for  executives  of the  Company,  subject to the
policies and procedures in effect regarding participation in such benefits.
<PAGE>

7. Confidential Information

     (a) Executive  acknowledges that his employment  hereunder gives him access
to  Confidential  Information  relating  to  the  Companies'  Business  and  its
customers  which must  remain  confidential.  Executive  acknowledges  that this
information is valuable, special, and a unique asset of the Companies' Business,
and that it has been and will be  developed  by the  Companies  at  considerable
effort and expense,  and if it were to be known and used by others  engaged in a
Competitive  Business,  it would be harmful and  detrimental to the interests of
the Companies.  In consideration of the foregoing and this Agreement,  Executive
hereby  agrees and  covenants  that,  during  and after the Term of  Employment,
Executive will not,  directly or indirectly in one or a series of  transactions,
disclose to any person,  or use or  otherwise  exploit for the  Executive's  own
benefit or for the benefit of anyone other than the Companies,  any Confidential
Information,  whether prepared by Executive or not; provided,  however, that any
Confidential   Information  may  be  disclosed  to  officers,   representatives,
employees  and  agents  of the  Companies  who  need to know  such  Confidential
Information in order to perform the services or conduct the operations  required
or expected of them in the  Business.  Executive  shall use his best  efforts to
prevent the removal of any  Confidential  Information  from the  premises of the
Companies, except as required in his normal course of employment by the Company.
Executive  shall use  commercially  reasonable  efforts to cause all  persons or
entities  to  whom  any  Confidential  Information  shall  be  disclosed  by him
hereunder  to observe the terms and  conditions  set forth herein as though each
such  person or entity was bound  hereby.  Executive  shall  have no  obligation
hereunder to keep confidential any Confidential Information if and to the extent
disclosure of any thereof is specifically  required by law;  provided,  however,
that in the event  disclosure is required by applicable law, the Executive shall
provide the Companies  with prompt notice of such  requirement,  prior to making
any disclosure,  so that the Companies may seek an appropriate protective order.
At the request of the Companies,  Executive  agrees to deliver to the Companies,
at any time  during the Term of  Employment,  or  thereafter,  all  Confidential
Information  which  he  may  possess  or  control.  Executive  agrees  that  all
Confidential  Information of the Companies  (whether now or hereafter  existing)
conceived,  discovered or made by him during the Term of Employment  exclusively
belongs  to the  Companies  (and  not to  Executive).  Executive  will  promptly
disclose such Confidential  Information to the Companies and perform all actions
reasonably  requested by the Companies to establish  and confirm such  exclusive
ownership.

     (b) The  terms of this  Section 7 shall  survive  the  termination  of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

8. Non-Interference

     (a)  Executive  acknowledges  that the services to be provided give him the
opportunity  to have special  knowledge of the  Companies  and the  Confidential
Information  thereof  and  the  capabilities  of  individuals   employed  by  or
affiliated with the Companies and that interference in these relationships would
cause irreparable  injury to the Companies.  In consideration of this Agreement,
Executive covenants and agrees that:

          (i) From the date hereof  through  the date that is seven  hundred and
     twenty  (720)  days  after   Executive's   employment  is  terminated  (the
     "Restricted  Period"),  Executive  will not,  without the  express  written
     approval  of the  Company's  Board of  Directors,  anywhere  in the Market,
     directly or indirectly,  in one or a series of  transactions,  own, manage,
     operate,  control, invest or acquire an interest in, or otherwise engage or
     participate  in,  whether as a proprietor,  partner,  stockholder,  lender,
     director,  officer,  employee, joint venturer,  investor, lessor, supplier,
     customer, agent, representative or other participant, in any business which
     competes,   directly  or  indirectly,  with  the  Business  in  the  Market
     ("Competitive  Business")  without  regard to (A) whether  the  Competitive
     Business has its office,  manufacturing or other business facilities within
     or without the Market,  (B) whether any of the  activities of the Executive
     referred  to above occur or are  performed  within or without the Market or
     (C)  whether  the  Executive  resides,  or reports to an office,  within or
     without the Market; provided, however, that (x) the Executive may, anywhere
     in the Market, directly or indirectly,  in one or a series of transactions,
     own, invest or acquire an interest in up to one percent (1%) of the capital
     stock of a corporation whose capital stock is traded publicly, and that (y)
     Executive may accept employment with a successor company to the Company.
<PAGE>

          (ii) During the  Restricted  Period (which shall not be reduced by any
     period of  violation  of this  Agreement  by  Executive  or period which is
     required for  litigation to enforce the rights  hereunder),  Executive will
     not without the express  prior written  approval of the Company's  Board of
     Directors (A) directly or indirectly,  in one or a series of  transactions,
     recruit, solicit or otherwise induce or influence any proprietor,  partner,
     stockholder,  lender,  director,  officer,  employee,  sales  agent,  joint
     venturer,  investor, lessor, supplier,  customer, agent,  representative or
     any other person which has a business  relationship  with the  Companies or
     had a business relationship with the Companies within the seven hundred and
     twenty (720) day period preceding the date of the incident in question,  to
     discontinue,   reduce  or  modify  such  employment,   agency  or  business
     relationship  with the Companies,  or (B) employ or seek to employ or cause
     any  Competitive  Business  to employ or seek to employ any person or agent
     who is then (or was at any time within the seven  hundred and twenty  (720)
     days prior to the date the Executive or the Competitive Business employs or
     seeks to  employ  such  person)  employed  or  retained  by the  Companies.
     Notwithstanding  the foregoing,  nothing herein shall prevent the Executive
     from providing a letter of  recommendation to an employee with respect to a
     future employment opportunity.

          (iii) Executive hereby acknowledges and agrees that the scope and term
     of this Section 8 would not preclude Executive from earning a living.

     (b) In the event that Executive breaches his obligations under Section 7 or
this Section 8, the  Company,  in addition to pursuing  all  available  remedies
under this  Agreement,  at law or otherwise,  and without  limiting its right to
pursue the same,  shall cease all payments to the Executive under this Agreement
or any other agreement.

     (c) The  terms of this  Section 8 shall  survive  the  termination  of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

9. Definitions

     "Additional Terms" is defined in Section 3(a).

     "Business"  means any business  conducted,  or engaged in, by the Companies
prior to the date hereof or at any time during the Term of Employment.

     "Cause" is defined in Section 3(d).

     "Companies"  means the Company and its  successors  and any entity in which
the Company owns an interest, now or hereafter existing.

     "Company" is defined in the introduction.

     "Competitive Business" is defined in Section 8(a)(i).

     "Confidential  Information" means any confidential  information  including,
without  limitation,  any study, data,  calculations,  software storage media or
other  compilation  of  information,  patent,  patent  application,   copyright,
trademark,  trade name, service mark,  service name,  "know-how," trade secrets,
customer lists,  details of client or consultant  contracts,  pricing  policies,
operational  methods,   marketing  plans  or  strategies,   product  development
techniques or plans,  business  acquisition plans or any portion or phase of any
scientific  or technical  information,  ideas,  discoveries,  designs,  computer
programs (including source of object codes),  processes,  procedures,  formulas,
improvements  or other  proprietary or  intellectual  property of the Companies,
whether or not in written or tangible form, and whether or not  registered,  and
including all files, records,  manuals,  books,  catalogues,  memoranda,  notes,
summaries,  plans, reports,  records,  documents and other evidence thereof. The
term  "Confidential  Information"  does  not  include,  and  there  shall  be no
obligation  hereunder  with  respect  to,  information  that  becomes  generally
available to the public other than as a result of a disclosure  by the Executive
not permissible hereunder.

     "Executive" means Mark A. Kolmer or his estate, if deceased.

     "Initial Term" is defined in Section 3(a).

     "Market"  means any county in the United States of America and each similar
jurisdiction  in any other  country in which the  Business  was  conducted by or
engaged in by the Companies  prior to the date hereof or is conducted or engaged
in, or is proposed to be conducted  or engaged in, by the  Companies at any time
during the Term of Employment.

     "Regulations" is defined in Section 2(c).

     "Restricted Period" is defined in Section 8(a)(i).

     "Term of Employment" is defined in Section 3(a).
<PAGE>

10. Notice

     Any notice, request, demand or other communication required or permitted to
be given  under  this  Agreement  shall be given  in  writing  and if  delivered
personally,  or sent by certified or registered mail, return receipt  requested,
as  follows  (or to such other  addressee  or address as shall be set forth in a
notice given in the same manner):

If to Executive:               Mark A. Kolmer
                               305 Gateford Drive
                               Ballwin, Missouri 63021

If to Company:                 Jackson Products, Inc.
                               2997 Clarkson Road
                               Chesterfield, Missouri 63017
                               Attention: Christopher T. Paule
                               Facsimile: (314) 207-2800


                               with a copy to:

                               Gallop, Johnson & Neuman, L.C.
                               101 South Hanley, Suite 1600
                               St. Louis, Missouri 63105
                               Attention: Barbara J. Hartung
                               Facsimile: (314) 862-1200

     Any such  notices  shall  be  deemed  to be  given  on the date  personally
delivered or such return receipt is issued.

11. Previous Agreements; Executive's Representation

     (a) Executive hereby cancels, voids and renders without force or effect any
previous  employment  or severance  agreement by and between  Executive  and the
Company.

     (b) Executive  hereby warrants and represents to the Company that Executive
has carefully  reviewed this  Agreement and has consulted  with such advisors as
Executive  considers  appropriate in connection with this Agreement,  and is not
subject  to  any  covenants,  agreements  or  restrictions,   including  without
limitation any covenants,  agreements or restrictions arising out of Executive's
prior employment which would be breached or violated by Executive's execution of
this Agreement or by Executive's performance of his duties hereunder.

12. Other Matters

     Executive  agrees and  acknowledges  that the obligations owed to Executive
under this Agreement are solely the obligations of the Company, and that none of
the Companies' shareholders,  directors, officers, affiliates,  representatives,
agents or lenders will have any  obligations  or  liabilities in respect of this
Agreement and the subject matter hereof.

13. Validity

     If, for any reason,  any provision hereof shall be determined to be invalid
or  unenforceable,  the validity and effect of the other provisions hereof shall
not be affected thereby.

14. Severability

     Whenever possible,  each provision of this Agreement will be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any  respect  under  any  applicable  law  or  rule  in any  jurisdiction,  such
invalidity,  illegality or unenforceability  will not affect any other provision
or any other  jurisdiction,  but this Agreement will be reformed,  construed and
enforced  in such  jurisdiction  as if such  invalid,  illegal or  unenforceable
provision had never been  contained  herein.  If any court  determined  that any
provision  of  Section 8 or any other  provision  hereof  is  unenforceable  and
therefore acts to reduce the scope or duration of such provision,  the provision
in its reduced form shall then be enforceable.
<PAGE>

15. Waiver of Breach; Specific Performance

     The waiver by the Company or Executive of a breach of any provision of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any other  breach of such other  party.  Each of the  parties  (and third  party
beneficiaries)  to this  Agreement  will be entitled  to enforce its  respective
rights under this  Agreement  and to exercise  all other rights  existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate  remedy for any breach of the  provisions  of  Sections 7 and 8 of this
Agreement  and that any party (and third  party  beneficiaries)  may in its sole
discretion  apply to any court of law or equity of  competent  jurisdiction  for
specific performance and/or injunctive relief,  including temporary  restraining
orders, preliminary injunctions and permanent injunctions in order to enforce or
prevent any violations of the provisions of this Agreement.

16. Assignment; Third Parties

     Neither  the  Executive  nor the  Company  may  assign,  transfer,  pledge,
hypothecate,  encumber or otherwise  dispose of this  Agreement or any of his or
its  respective  rights or  obligations  hereunder,  without  the prior  written
consent of the other; provided,  however, that the Company may assign,  transfer
and  hypothecate  this  Agreement to a transferee  of  substantially  all of the
Company's assets.  The parties agree and acknowledge that each of the Companies,
the  shareholders  thereof  and lenders  therein are  intended to be third party
beneficiaries  of, and have  rights and  interests  in respect  of,  Executive's
agreements set forth in Sections 7 and 8.

17. Amendment; Entire Agreement

     This  Agreement  may not be  changed  orally  but only by an  agreement  in
writing agreed to by the party against whom  enforcement of any waiver,  change,
modification,  extension  or discharge is sought.  This  Agreement  embodies the
entire  agreement  and  understanding  of the  parties  hereto in respect of the
subject  matter  of this  Agreement,  and  supersedes  and  replaces  all  prior
Agreements, understandings and commitments with respect to such subject matter.

18. Litigation

     THIS  AGREEMENT  SHALL BE GOVERNED BY,  CONSTRUED,  APPLIED AND ENFORCED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  MISSOURI,  EXCEPT THAT NO DOCTRINE OF
CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF MISSOURI, AND NO
DEFENSE,  COUNTERCLAIM  OR RIGHT OF SET-OFF  GIVEN OR ALLOWED BY THE LAWS OF ANY
OTHER STATE OR  JURISDICTION,  OR ARISING OUT OF THE ENACTMENT,  MODIFICATION OR
REPEAL OF ANY LAW, REGULATION,  ORDINANCE OR DECREE OF ANY FOREIGN JURISDICTION,
BE  INTERPOSED  IN ANY ACTION  HEREON.  EXECUTIVE AND THE COMPANY AGREE THAT ANY
ACTION  OR  PROCEEDING  TO  ENFORCE  OR  ARISING  OUT OF THIS  AGREEMENT  MAY BE
COMMENCED IN THE COURTS OF THE STATE OF MISSOURI OR THE UNITED  STATES  DISTRICT
COURTS  IN ST.  LOUIS,  MISSOURI.  EXECUTIVE  AND THE  COMPANY  CONSENT  TO SUCH
JURISDICTION,  AGREE  THAT  VENUE  WILL BE PROPER IN SUCH  COURTS  AND WAIVE ANY
OBJECTIONS  BASED  UPON FORUM NON  CONVENIENS.  THE CHOICE OF FORUM SET FORTH IN
THIS SECTION 18 SHALL NOT BE DEEMED TO PRECLUDE THE  ENFORCEMENT OF ANY JUDGMENT
OBTAINED  IN SUCH  FORUM OR THE TAKING OF ANY ACTION  UNDER  THIS  AGREEMENT  TO
ENFORCE SAME IN ANY OTHER JURISDICTION.

19. Further Action

     Executive  and the Company agree to perform any further acts and to execute
and deliver any documents  which may be  reasonable to carry out the  provisions
hereof.

20. Counterparts

     This  Agreement  may be  executed in  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.

     IN WITNESS  WHEREOF,  the parties hereto have set their hands as of the day
and year first written above.

                                   EXECUTIVE:

                                             -----------------------------------
                                             Name: Mark A. Kolmer
                                             JACKSON PRODUCTS, INC.


                                          By:
                                             -----------------------------------
                                             Name: Christopher T. Paule
                                             Title:   President

<PAGE>
Exhibit 10.38

                    EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

     This  Agreement and  Non-Interference  Agreement,  dated as of September 1,
2000  (this  "Agreement"),   by  and  between  John  L.  Garavaglia,   III  (the
"Executive") and Jackson Products, Inc., a Delaware corporation (the "Company").

                              W I T N E S S E T H:

     WHEREAS,  the Company wishes to obtain the future services of the Executive
for the Company; and

     WHEREAS, the Executive is willing, upon the terms and conditions herein set
forth, to provide services hereunder; and

     WHEREAS,  the Company  wishes to secure the  Executive's  non-interference,
upon the terms and conditions herein set forth;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

1. Nature of Employment

     Subject to Section 3, the Company hereby employs  Executive,  and Executive
agrees to accept such  employment,  during the Term of Employment (as defined in
Section  3(a)),  as Vice  President  Operations and to undertake such duties and
responsibilities as may be reasonably assigned to Executive from time to time by
the  Company or the  appropriately  authorized  and  designated  officers of the
Company.

2. Extent of Employment

     (a)  During  the  Term of  Employment,  the  Executive  shall  perform  his
obligations hereunder faithfully and to the best of his ability at the principal
executive  offices of the  Company as directed  by the  President  and under the
direction  of the Board of  Directors  of the  Company  while  reporting  to the
President,  and shall  abide by the rules,  customs and usages from time to time
established by the Company.

     (b) During the Term of  Employment,  the Executive  shall devote all of his
business  time,  energy  and  skill  as  may be  reasonably  necessary  for  the
performance of his duties,  responsibilities  and obligations  hereunder (except
for vacation  periods and  reasonable  periods of illness or other  incapacity),
consisting with past practices and norms in similar positions.

     (c)  Nothing  contained  herein  shall  require  Executive  to  follow  any
directive  or to  perform  any act which  would  violate  any laws,  ordinances,
regulations or rules of any  governmental,  regulatory or  administrative  body,
agent or authority,  any court or judicial authority,  or any public, private or
industry regulatory authority (collectively, the "Regulations"). Executive shall
act in good faith in accordance with all Regulations.

3. Terms of Employment; Termination

     (a) The "Term of  Employment"  shall  commence on the date hereof and shall
continue for a term of two (2) years (the "Initial Term"),  subject to automatic
renewal  for  additional  periods  of one (1) year after the  Initial  Term (the
"Additional  Terms")  unless at least  ninety  (90) days prior to the  scheduled
expiration date of the Initial Term or any subsequent  Additional  Term,  either
the  Executive  or the Company  notifies the other of its decision not to renew.
Should the  Executive's  employment by the Company be earlier  terminated by the
Company  pursuant to Section 3(b) or by the Executive  pursuant to Section 3(c),
the Term of Employment shall end on the date of such earlier termination.

     (b)  Subject to the  payments  contemplated  by Section  3(e),  the Term of
Employment may be terminated at any time by the Company;

          (i) upon the death of Executive;

          (ii) in the event  that  because  of  physical  or  mental  disability
     Executive is unable to perform, and does not perform,  substantially all of
     his duties  hereunder  for a continuous  period of ninety (90) days,  or as
     certified in writing by an experienced,  recognized physician  specializing
     in such disabilities, which physician shall be reasonably acceptable to the
     Company and the Executive;

          (iii) for Cause (as defined in Section 3(d));
<PAGE>

          (iv)  upon the  continuous  poor or  unacceptable  performance  of the
     Executive's duties to the Company, in the sole judgment of the President of
     the Company,  which has  remained  uncured for a period of thirty (30) days
     after  delivery  of  notice  by  the  Company  to  the  Executive  of  such
     dissatisfaction with Executive's performance; or

          (v) for any other  reason or no reason,  it being  understood  that no
     reason is required.

               Executive  acknowledges that no  representations or promises have
          been  made  concerning  the  grounds  for  termination  or the  future
          operation of the Company's business, and that nothing contained herein
          or otherwise  stated by or on behalf of the Company modifies or amends
          the right of the Company to terminate  Executive at any time,  with or
          without Cause. Termination shall become effective upon the delivery by
          the Company to the Executive of notice specifying such termination and
          the  reasons  therefor  (i.e.,  Section  3(b)(i)-(v)),  subject to the
          requirements for advance notice and an opportunity to cure provided in
          this Agreement, if and to the extent applicable.

     (c)  Subject to the  payments  contemplated  by Section  3(e),  the Term of
Employment may be terminated at any time by the Executive:

          (i) upon the death of Executive;

          (ii) in the event  that  because  of  physical  or  mental  disability
     Executive is unable to perform, and does not perform,  substantially all of
     his duties  hereunder  for a continuous  period of ninety (90) days,  or as
     certified in writing by an experienced,  recognized physician  specializing
     in such disabilities, which physician shall be reasonably acceptable to the
     Company and the Executive;

          (iii) as a result of a material  reduction in  Executive's  authority,
     perquisites,  salary,  position  or  responsibilities  (other  than  such a
     reduction  which  affects  all  of the  Company's  senior  executives  on a
     substantially  equal or  proportionate  basis)  or the  Company's  willful,
     material  violation of its obligations under this Agreement,  in each case,
     after  thirty  (30)  days  prior  written  notice  to the  Company  and the
     Company's failure thereafter to cure such reduction or violation; or

          (iv)  voluntarily  or for any reason not  referred  to in clauses  (i)
     through  (iii),  or no reason,  in each case,  after ninety (90) days prior
     written notice to the Company.

     (d) For the  purposes  of this  Section  3,  "Cause"  shall mean any of the
following: (i) Executive's commission of any crime or criminal offense involving
the unlawful theft or conversion of substantial  monies or other property or any
other felony  (other than a criminal  offense  arising  solely under a statutory
provision  imposing criminal liability on the Executive on a per se basis due to
the  offices  held by the  Executive),  including  fraud or  embezzlement;  (ii)
Executive's  breach  of any of  his  fiduciary  duties  to  the  Company  or its
shareholders or making of a willful  misrepresentation or omission which breach,
misrepresentation  or  omission  would  reasonably  be  expected  to  materially
adversely  affect the  business,  properties,  assets,  condition  (financial or
other) or prospects of the Company;  (iii)  Executive's  willful,  continual and
material  neglect  or failure  to  discharge  his  duties,  responsibilities  or
obligations  prescribed  by Sections 1 and 2 (other than  arising  solely due to
physical  or  mental  disability);  (iv)  Executive's  habitual  drunkenness  or
substance  abuse  which  materially   interferes  with  Executive's  ability  to
discharge his duties,  responsibilities or obligations  prescribed by Sections 1
and 2; (v)  Executive's  willful and material breach of any  non-competition  or
confidentiality agreement with the Company, including without limitation,  those
set forth in  Sections 7 and 8 of this  Agreement;  and (vi)  Executive's  gross
neglect of his duties and responsibilities, as determined by the Company.

     (e) In the event Executive's  employment is terminated  pursuant to Section
3(b)(i), 3(b)(ii), 3(b)(v), 3(c)(i), 3(c)(ii) or 3(c)(iii), the Company will pay
to  Executive  (or his estate or  representative)  the full  amounts to which he
would be  entitled  under  Section  4(a) and  benefits  to which  Executive  was
provided by the Company on the date of termination  for the period from the date
of  termination  to the  first  anniversary  of such  termination.  In the event
Executive's  employment is terminated pursuant to Section 3(b)(iv),  the Company
will pay to  Executive  the full  amounts  to which he would be  entitled  under
Section 4(a) and customary  benefits for the period from the date of termination
until  thirty  (30)  days  after  the  date of such  termination.  In the  event
Executive's  employment is terminated pursuant to Section 3(b)(iii) or 3(c)(iv),
there will be no amounts payable by the Company to the Executive under Section 4
or  any  other  provision  of  this  Agreement,  from  and  after  the  date  of
termination.  If the Company  makes any payments  required by this Section 3(e),
such payments will constitute  severance and liquidated damages, and the Company
will not be  obligated  to pay any  further  amounts  to  Executive  under  this
Agreement  or  otherwise  be  liable  to  Executive  in   connection   with  his
termination.
<PAGE>

     (f) All  determinations  pursuant to this Section 3 (other than pursuant to
Section 3(b)(ii),  3(b)(iv) or 3(c)(ii)) shall be made by the Company's Board of
Directors, in its sole discretion, whose decision shall be final, conclusive and
binding.

     (g)  Termination of Executive's  employment will not terminate the parties'
respective obligations under Sections 7, 8, 10 through 20.

     (h) In the event  Executive's  employment is terminated  and the Company is
obligated  to make  payments  pursuant to Section  3(e),  Executive  will not be
obligated to seek or obtain alternative  employment;  provided,  however,  if he
nevertheless  thereafter  obtains  alternative  employment,  then  if and to the
extent Executive  obtains such  employment,  the Company's  payment  obligations
under Section 3(e),  including its obligation to provide insurance coverage,  if
any,  will  be  mitigated  and  reduced  by  and to the  extent  of  Executive's
compensation  under  such  alternative  employment  during  the period for which
payments  are owed by the Company  pursuant  to Section  3(e).  Executive  shall
provide the Company with written notice of alternative employment within fifteen
(15) days of obtaining such employment.  Moreover,  in the event that, after the
Restricted Period pursuant to Section 8(a),  Executive is employed by or engaged
in a Competitive  Business as contemplated by Section 8(a)(i),  then the Company
will  thereupon  cease  and will be no  longer  obligated  to make any  payments
otherwise required under this Agreement.

     (i) In the event  Executive's  employment is terminated  and the Company is
obligated to make payments pursuant to Section 3(e), Executive hereby waives any
and all claims against the Companies, and their respective officers,  directors,
employees, agents, or representatives,  stockholders,  members and/or affiliates
relating to his employment during the term hereof and this Agreement.

4. Compensation

     (a) During the Term of Employment,  the Company shall pay  compensation  to
Executive as base  compensation  for his  services  hereunder a base salary at a
rate of One Hundred Forty Thousand Dollars ($140,000.00) per annum. Such amounts
may be adjusted  upward  annually at the discretion of the Company based upon an
annual  review of  Executive's  performance  by the Company  beginning on May 1,
2001.

     (b) An  annual  bonus  compensation  based on  Executive's  performance  as
determined and approved by the Company's Board of Directors.  Such bonus will be
at the full discretion of the Company's Board of Directors,  and may not be paid
at all.  Executive  acknowledges that no bonus has been agreed upon or promised.
If the  Company's  Board of  Directors  decide to pay a bonus,  it is to be paid
within thirty (30) days after the issuance of audited  financial  statements for
the Company.

     (c) During the Term of Employment,  Executive shall receive a net after tax
monthly automobile allowance of Five Hundred Dollars ($500.00).

5. Reimbursement of Expenses

     During the Term of Employment,  the Company shall  reimburse  Executive for
documented  travel,  entertainment  and other  expenses  reasonably  incurred by
Executive in connection  with the  performance  of his duties  hereunder and, in
each case, in accordance with the rules,  customs and usages  promulgated by the
Company from time to time in effect.

6. Benefits

     During  the  Term  of  Employment,  the  Executive  shall  be  entitled  to
perquisites,  paid vacations and benefits (including health, short and long term
disability,  pension and life insurance benefits  consistent with past practice,
or as  increased  from  time to time)  established  from  time to  time,  by the
Company's  Board of Directors  for  executives  of the  Company,  subject to the
policies and procedures in effect regarding participation in such benefits.

7. Confidential Information

     (a) Executive  acknowledges that his employment  hereunder gives him access
to  Confidential  Information  relating  to  the  Companies'  Business  and  its
customers  which must  remain  confidential.  Executive  acknowledges  that this
information is valuable, special, and a unique asset of the Companies' Business,
and that it has been and will be  developed  by the  Companies  at  considerable
effort and expense,  and if it were to be known and used by others  engaged in a
Competitive  Business,  it would be harmful and  detrimental to the interests of
the Companies.  In consideration of the foregoing and this Agreement,  Executive
hereby  agrees and  covenants  that,  during  and after the Term of  Employment,
Executive will not,  directly or indirectly in one or a series of  transactions,
disclose to any person,  or use or  otherwise  exploit for the  Executive's  own
benefit or for the benefit of anyone other than the Companies,  any Confidential

<PAGE>

Information,  whether prepared by Executive or not; provided,  however, that any
Confidential   Information  may  be  disclosed  to  officers,   representatives,
employees  and  agents  of the  Companies  who  need to know  such  Confidential
Information in order to perform the services or conduct the operations  required
or expected of them in the  Business.  Executive  shall use his best  efforts to
prevent the removal of any  Confidential  Information  from the  premises of the
Companies, except as required in his normal course of employment by the Company.
Executive  shall use  commercially  reasonable  efforts to cause all  persons or
entities  to  whom  any  Confidential  Information  shall  be  disclosed  by him
hereunder  to observe the terms and  conditions  set forth herein as though each
such  person or entity was bound  hereby.  Executive  shall  have no  obligation
hereunder to keep confidential any Confidential Information if and to the extent
disclosure of any thereof is specifically  required by law;  provided,  however,
that in the event  disclosure is required by applicable law, the Executive shall
provide the Companies  with prompt notice of such  requirement,  prior to making
any disclosure,  so that the Companies may seek an appropriate protective order.
At the request of the Companies,  Executive  agrees to deliver to the Companies,
at any time  during the Term of  Employment,  or  thereafter,  all  Confidential
Information  which  he  may  possess  or  control.  Executive  agrees  that  all
Confidential  Information of the Companies  (whether now or hereafter  existing)
conceived,  discovered or made by him during the Term of Employment  exclusively
belongs  to the  Companies  (and  not to  Executive).  Executive  will  promptly
disclose such Confidential  Information to the Companies and perform all actions
reasonably  requested by the Companies to establish  and confirm such  exclusive
ownership.

     (b) The  terms of this  Section 7 shall  survive  the  termination  of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

8. Non-Interference

     (a)  Executive  acknowledges  that the services to be provided give him the
opportunity  to have special  knowledge of the  Companies  and the  Confidential
Information  thereof  and  the  capabilities  of  individuals   employed  by  or
affiliated with the Companies and that interference in these relationships would
cause irreparable  injury to the Companies.  In consideration of this Agreement,
Executive covenants and agrees that:

          (i) From the date hereof  through  the date that is seven  hundred and
     twenty  (720)  days  after   Executive's   employment  is  terminated  (the
     "Restricted  Period"),  Executive  will not,  without the  express  written
     approval  of the  Company's  Board of  Directors,  anywhere  in the Market,
     directly or indirectly,  in one or a series of  transactions,  own, manage,
     operate,  control, invest or acquire an interest in, or otherwise engage or
     participate  in,  whether as a proprietor,  partner,  stockholder,  lender,
     director,  officer,  employee, joint venturer,  investor, lessor, supplier,
     customer, agent, representative or other participant, in any business which
     competes,   directly  or  indirectly,  with  the  Business  in  the  Market
     ("Competitive  Business")  without  regard to (A) whether  the  Competitive
     Business has its office,  manufacturing or other business facilities within
     or without the Market,  (B) whether any of the  activities of the Executive
     referred  to above occur or are  performed  within or without the Market or
     (C)  whether  the  Executive  resides,  or reports to an office,  within or
     without the Market; provided, however, that (x) the Executive may, anywhere
     in the Market, directly or indirectly,  in one or a series of transactions,
     own, invest or acquire an interest in up to one percent (1%) of the capital
     stock of a corporation whose capital stock is traded publicly, and that (y)
     Executive may accept employment with a successor company to the Company.

          (ii) During the  Restricted  Period (which shall not be reduced by any
     period of  violation  of this  Agreement  by  Executive  or period which is
     required for  litigation to enforce the rights  hereunder),  Executive will
     not without the express  prior written  approval of the Company's  Board of
     Directors (A) directly or indirectly,  in one or a series of  transactions,
     recruit, solicit or otherwise induce or influence any proprietor,  partner,
     stockholder,  lender,  director,  officer,  employee,  sales  agent,  joint
     venturer,  investor, lessor, supplier,  customer, agent,  representative or
     any other person which has a business  relationship  with the  Companies or
     had a business relationship with the Companies within the seven hundred and
     twenty (720) day period preceding the date of the incident in question,  to
     discontinue,   reduce  or  modify  such  employment,   agency  or  business
     relationship  with the Companies,  or (B) employ or seek to employ or cause
     any  Competitive  Business  to employ or seek to employ any person or agent
     who is then (or was at any time within the seven  hundred and twenty  (720)
     days prior to the date the Executive or the Competitive Business employs or
     seeks to  employ  such  person)  employed  or  retained  by the  Companies.
     Notwithstanding  the foregoing,  nothing herein shall prevent the Executive
     from providing a letter of  recommendation to an employee with respect to a
     future employment opportunity.

          (iii) Executive hereby acknowledges and agrees that the scope and term
     of this Section 8 would not preclude Executive from earning a living.
<PAGE>

     (b) In the event that Executive breaches his obligations under Section 7 or
this Section 8, the  Company,  in addition to pursuing  all  available  remedies
under this  Agreement,  at law or otherwise,  and without  limiting its right to
pursue the same,  shall cease all payments to the Executive under this Agreement
or any other agreement.

     (c) The  terms of this  Section 8 shall  survive  the  termination  of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

9. Definitions

     "Additional Terms" is defined in Section 3(a).

     "Business"  means any business  conducted,  or engaged in, by the Companies
prior to the date hereof or at any time during the Term of Employment.

     "Cause" is defined in Section 3(d).

     "Companies"  means the Company and its  successors  and any entity in which
the Company owns an interest, now or hereafter existing.

     "Company" is defined in the introduction.

     "Competitive Business" is defined in Section 8(a)(i).

     "Confidential  Information" means any confidential  information  including,
without  limitation,  any study, data,  calculations,  software storage media or
other  compilation  of  information,  patent,  patent  application,   copyright,
trademark,  trade name, service mark,  service name,  "know-how," trade secrets,
customer lists,  details of client or consultant  contracts,  pricing  policies,
operational  methods,   marketing  plans  or  strategies,   product  development
techniques or plans,  business  acquisition plans or any portion or phase of any
scientific  or technical  information,  ideas,  discoveries,  designs,  computer
programs (including source of object codes),  processes,  procedures,  formulas,
improvements  or other  proprietary or  intellectual  property of the Companies,
whether or not in written or tangible form, and whether or not  registered,  and
including all files, records,  manuals,  books,  catalogues,  memoranda,  notes,
summaries,  plans, reports,  records,  documents and other evidence thereof. The
term  "Confidential  Information"  does  not  include,  and  there  shall  be no
obligation  hereunder  with  respect  to,  information  that  becomes  generally
available to the public other than as a result of a disclosure  by the Executive
not permissible hereunder.

     "Executive" means John L. Garavaglia, III or his estate, if deceased.

     "Initial Term" is defined in Section 3(a).

     "Market"  means any county in the United States of America and each similar
jurisdiction  in any other  country in which the  Business  was  conducted by or
engaged in by the Companies  prior to the date hereof or is conducted or engaged
in, or is proposed to be conducted  or engaged in, by the  Companies at any time
during the Term of Employment.

     "Regulations" is defined in Section 2(c).

     "Restricted Period" is defined in Section 8(a)(i).

     "Term of Employment" is defined in Section 3(a).

10. Notice

     Any notice, request, demand or other communication required or permitted to
be given  under  this  Agreement  shall be given  in  writing  and if  delivered
personally,  or sent by certified or registered mail, return receipt  requested,
as  follows  (or to such other  addressee  or address as shall be set forth in a
notice given in the same manner):

If to Executive:                John L. Garavaglia, III
                                1491 Carriage Crossing Lane
                                Chesterfield, Missouri 63005

If to Company:                  Jackson Products, Inc.
                                2997 Clarkson Road
                                Chesterfield, Missouri 63017
                                Attention: Christopher T. Paule
                                Facsimile: (314) 207-2800

<PAGE>

                                with a copy to:

                                Gallop, Johnson & Neuman, L.C.
                                101 South Hanley, Suite 1600
                                St. Louis, Missouri 63105
                                Attention: Barbara J. Hartung
                                Facsimile: (314) 862-1200

Any such notices shall be deemed to be given on the date personally delivered or
such return receipt is issued.

11. Previous Agreements; Executive's Representation

     (a) Executive hereby cancels, voids and renders without force or effect any
previous  employment  or severance  agreement by and between  Executive  and the
Company.

     (b) Executive  hereby warrants and represents to the Company that Executive
has carefully  reviewed this  Agreement and has consulted  with such advisors as
Executive  considers  appropriate in connection with this Agreement,  and is not
subject  to  any  covenants,  agreements  or  restrictions,   including  without
limitation any covenants,  agreements or restrictions arising out of Executive's
prior employment which would be breached or violated by Executive's execution of
this Agreement or by Executive's performance of his duties hereunder.

12. Other Matters

     Executive  agrees and  acknowledges  that the obligations owed to Executive
under this Agreement are solely the obligations of the Company, and that none of
the Companies' shareholders,  directors, officers, affiliates,  representatives,
agents or lenders will have any  obligations  or  liabilities in respect of this
Agreement and the subject matter hereof.

13. Validity

     If, for any reason,  any provision hereof shall be determined to be invalid
or  unenforceable,  the validity and effect of the other provisions hereof shall
not be affected thereby.

14. Severability

     Whenever possible,  each provision of this Agreement will be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any  respect  under  any  applicable  law  or  rule  in any  jurisdiction,  such
invalidity,  illegality or unenforceability  will not affect any other provision
or any other  jurisdiction,  but this Agreement will be reformed,  construed and
enforced  in such  jurisdiction  as if such  invalid,  illegal or  unenforceable
provision had never been  contained  herein.  If any court  determined  that any
provision  of  Section 8 or any other  provision  hereof  is  unenforceable  and
therefore acts to reduce the scope or duration of such provision,  the provision
in its reduced form shall then be enforceable.

15. Waiver of Breach; Specific Performance

     The waiver by the Company or Executive of a breach of any provision of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any other  breach of such other  party.  Each of the  parties  (and third  party
beneficiaries)  to this  Agreement  will be entitled  to enforce its  respective
rights under this  Agreement  and to exercise  all other rights  existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate  remedy for any breach of the  provisions  of  Sections 7 and 8 of this
Agreement  and that any party (and third  party  beneficiaries)  may in its sole
discretion  apply to any court of law or equity of  competent  jurisdiction  for
specific performance and/or injunctive relief,  including temporary  restraining
orders, preliminary injunctions and permanent injunctions in order to enforce or
prevent any violations of the provisions of this Agreement.

16. Assignment; Third Parties

     Neither  the  Executive  nor the  Company  may  assign,  transfer,  pledge,
hypothecate,  encumber or otherwise  dispose of this  Agreement or any of his or
its  respective  rights or  obligations  hereunder,  without  the prior  written
consent of the other; provided,  however, that the Company may assign,  transfer
and  hypothecate  this  Agreement to a transferee  of  substantially  all of the
Company's assets.  The parties agree and acknowledge that each of the Companies,
the  shareholders  thereof  and lenders  therein are  intended to be third party
beneficiaries  of, and have  rights and  interests  in respect  of,  Executive's
agreements set forth in Sections 7 and 8.
<PAGE>

17. Amendment; Entire Agreement

     This  Agreement  may not be  changed  orally  but only by an  agreement  in
writing agreed to by the party against whom  enforcement of any waiver,  change,
modification,  extension  or discharge is sought.  This  Agreement  embodies the
entire  agreement  and  understanding  of the  parties  hereto in respect of the
subject  matter  of this  Agreement,  and  supersedes  and  replaces  all  prior
Agreements, understandings and commitments with respect to such subject matter.

18. Litigation

     THIS  AGREEMENT  SHALL BE GOVERNED BY,  CONSTRUED,  APPLIED AND ENFORCED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  MISSOURI,  EXCEPT THAT NO DOCTRINE OF
CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF MISSOURI, AND NO
DEFENSE,  COUNTERCLAIM  OR RIGHT OF SET-OFF  GIVEN OR ALLOWED BY THE LAWS OF ANY
OTHER STATE OR  JURISDICTION,  OR ARISING OUT OF THE ENACTMENT,  MODIFICATION OR
REPEAL OF ANY LAW, REGULATION,  ORDINANCE OR DECREE OF ANY FOREIGN JURISDICTION,
BE  INTERPOSED  IN ANY ACTION  HEREON.  EXECUTIVE AND THE COMPANY AGREE THAT ANY
ACTION  OR  PROCEEDING  TO  ENFORCE  OR  ARISING  OUT OF THIS  AGREEMENT  MAY BE
COMMENCED IN THE COURTS OF THE STATE OF MISSOURI OR THE UNITED  STATES  DISTRICT
COURTS  IN ST.  LOUIS,  MISSOURI.  EXECUTIVE  AND THE  COMPANY  CONSENT  TO SUCH
JURISDICTION,  AGREE  THAT  VENUE  WILL BE PROPER IN SUCH  COURTS  AND WAIVE ANY
OBJECTIONS  BASED  UPON FORUM NON  CONVENIENS.  THE CHOICE OF FORUM SET FORTH IN
THIS SECTION 18 SHALL NOT BE DEEMED TO PRECLUDE THE  ENFORCEMENT OF ANY JUDGMENT
OBTAINED  IN SUCH  FORUM OR THE TAKING OF ANY ACTION  UNDER  THIS  AGREEMENT  TO
ENFORCE SAME IN ANY OTHER JURISDICTION.

19. Further Action

     Executive  and the Company agree to perform any further acts and to execute
and deliver any documents  which may be  reasonable to carry out the  provisions
hereof.

20. Counterparts

     This  Agreement  may be  executed in  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.

     IN WITNESS  WHEREOF,  the parties hereto have set their hands as of the day
and year first written above.

                                   EXECUTIVE:
                                             -----------------------------------
                                             Name: John L. Garavaglia, III
                                             JACKSON PRODUCTS, INC.


                                          By:
                                             -----------------------------------
                                             Name: Christopher T. Paule
                                             Title:   President