Exhibit 4.21


 THE SECURITIES REPRESENTED BY THESE WARRANTS  AND  THE COMMON STOCK ISSUABLE
 THEREBY HAVE  NOT BEEN  REGISTERED  UNDER THE SECURITIES  ACT  OF  1933,  AS
 AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW.  THE
 SECURITIES REPRESENTED  BY THESE  WARRANTS MAY  NOT BE  TRANSFERRED,  EXCEPT
 PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT  UNDER, OR IN A  TRANSACTION
 EXEMPT FROM REGISTRATION UNDER,  THE SECURITIES ACT  AND IN ACCORDANCE  WITH
 ANY OTHER APPLICABLE SECURITIES LAWS.

                                   WARRANTS

                         to Purchase Common Stock of

                                 VPGI Corp.

                         Expiring on ___________, 2010

 Warrant No. 2005-_______


      This Common Stock Purchase Warrant  (the "Warrant") certifies that  for
 value received, TRIDENT GROWTH FUND, LP, a Delaware limited partnership (the
 "Holder"), or its assigns,  is entitled to subscribe  for and purchase  from
 the Company (as hereinafter  defined), in whole  or in part,  ______________
 shares of  duly authorized,  validly issued,  fully paid  and  nonassessable
 shares of Common Stock (as hereinafter defined) at an initial Exercise Price
 as hereinafter defined,  subject, however,  to the provisions  and upon  the
 terms and conditions  hereinafter  set  forth.  The number  of Warrants  (as
 hereinafter defined),  the  number  of shares  of Common  Stock  purchasable
 hereunder, and the  Exercise Price therefore  are subject  to adjustment  as
 hereinafter set forth.  These Warrants and all rights hereunder shall expire
 on _______________, 2010 (the "Expiration Date").


                                  ARTICLE I

                                 Definitions

      As used herein, the following terms  shall have the meanings set  forth
 below:

      I.1  "Company" shall mean  VPGI Corp.  a Texas  corporation,  and shall
 also  include  any  successor  thereto  with  respect  to  the   obligations
 hereunder, by merger, consolidation or otherwise.

      I.2  "Common Stock" shall mean and include the Company's common  stock,
 $.001 par value per share, authorized on  the date of the original issue  of
 this Warrant  and shall  also include  (i) in  case of  any  reorganization,
 reclassification, consolidation, merger, share exchange or sale, transfer or
 other disposition  of assets,  the stock  or other  securities provided  for
 herein, and (ii) any other shares of common stock of the Company into  which
 such shares of Common Stock may be converted.

      I.3  "Exercise Price" shall be $.10 per  share of Common Stock  payable
 upon exercise of  the Warrants subject  to adjustment at  the times, and  in
 accordance with the provisions set forth herein with respect to same.

      I.4  "Market Price" for  any day, when  used with  reference to  Common
 Stock, shall mean the price of said Common Stock determined by reference  to
 the last  reported sale  price for  the  Common Stock  on  such day  on  the
 principal securities  exchange  on  which the  Common  Stock  is  listed  or
 admitted to trading or if no such sale takes place on such date, the average
 of the closing bid and asked  prices thereof as officially reported, or,  if
 not so listed or  admitted to trading on  any securities exchange, the  last
 sale price for the  Common Stock on the  National Association of  Securities
 Dealers national market system on such date, or, if there shall have been no
 trading on such  date or if  the Common Stock  shall not be  listed on  such
 system, the average  of the closing  bid and asked  prices in the  over-the-
 counter market as furnished  by any NASD member  firm selected from time  to
 time by the Company for such purpose or, if the Common Stock is not  traded,
 then such  price as  is  reasonably determined  by  the Company's  Board  of
 Directors.

      I.5  "Warrant" shall  mean  the right  upon  exercise to  purchase  one
 Warrant Share.

      I.6  "Warrant Shares" shall mean the  shares of Common Stock  purchased
 or purchasable by the holder hereof upon the exercise of the Warrants.


                                 ARTICLE II

                            Exercise of Warrants

      II.1 (a)  Method of Exercise.   The Warrants represented hereby may  be
 exercised by the holder hereof, in  whole or in part,  at any time and  from
 time to time on  or after  the date hereof until  5:00 p.m., Houston,  Texas
 time, on the Expiration Date.  To  exercise the Warrants, the holder  hereof
 shall deliver to the Company, at the Warrant Office designated herein, (i) a
 written notice in the form of the Subscription Notice attached as an exhibit
 hereto, stating therein the election of such holder to exercise the Warrants
 in the manner provided in the  Subscription Notice; (ii) payment in full  of
 the Exercise Price  (A) in  cash or  by bank  check for  all Warrant  Shares
 purchased hereunder, or (B) through a "cashless" or "net-issue" exercise  of
 each such  Warrant ("Cashless  Exercise"); the  holder shall  exchange  each
 Warrant subject to  a Cashless Exercise  for that number  of Warrant  Shares
 determined by multiplying the number of Warrant Shares issuable hereunder by
 a fraction, the numerator of which  shall be the difference between  (x) the
 Market Price  and (y) the  Exercise Price  for each  such Warrant,  and  the
 denominator of  which shall  be the  Market Price;  the Subscription  Notice
 shall set forth the calculation upon which the Cashless Exercise  is  based,
 or (C) a combination of  (A) and (B) above;  and  (iii) these Warrants.  The
 Warrants shall be  deemed to  be exercised  on the  date of  receipt  by the
 Company of the Subscription Notice, accompanied  by payment for the  Warrant
 Shares and  surrender of  these Warrants,  as aforesaid,  and such  date  is
 referred to herein as the "Exercise Date".  Upon such exercise, the  Company
 shall, as promptly  as practicable  and in  any event  within five  business
 days, issue and deliver to such holder a certificate or certificates for the
 full number of the  Warrant Shares purchased by  such holder hereunder,  and
 shall, unless the Warrants have expired,  deliver to the holder hereof a new
 Warrant representing the  number of Warrants,  if  any, that  shall not have
 been exercised,  in all  other respects  identical  to  these  Warrants.  As
 permitted by applicable law, the person in whose  name the  certificates for
 Common Stock are to  be issued shall be  deemed to have  become a holder  of
 record of such Common Stock  on the Exercise Date  and  shall be entitled to
 all of the benefits of such  holder on the Exercise Date, including  without
 limitation the right to receive dividends and other distributions for  which
 the record date falls on or after  the Exercise Date and to exercise  voting
 rights.

           (b)  Exercise Limitations.  At any time after the Common Stock  is
 registered under Section 12 of the  Exchange Act, the Holder shall not  have
 the right to exercise any portion of this Warrant, pursuant to Section  II.1
 or otherwise, to the extent that after giving effect to such issuance  after
 exercise, the Holder (together with the  Holder's affiliates), as set  forth
 on the applicable Subscription Notice, would  beneficially own in excess  of
 4.99% of the number  of shares of the  Common Stock outstanding  immediately
 after  giving  effect  to  such issuance.  For  purposes  of  the  foregoing
 sentence, the number  of shares of  Common Stock beneficially  owned by  the
 Holder  and  its  affiliates  shall  include  the number of shares of Common
 Stock issuable  upon exercise  of this Warrant  with  respect to  which  the
 determination of such sentence is being  made, but shall exclude the  number
 of shares of Common Stock which would  be issuable upon (A) exercise of  the
 remaining, nonexercised portion  of this Warrant  beneficially  owned by the
 Holder or  any of  its affiliates  and  (B) exercise  or conversion  of  the
 unexercised or nonconverted portion of any  other securities of the  Company
 (including, without limitation, any other Debentures, Convertible Notes,  or
 Warrants) subject to a limitation on conversion or exercise analogous to the
 limitation contained herein beneficially owned by  the Holder or any of  its
 affiliates.  Except as set forth in the preceding sentence, for purposes  of
 this provision, beneficial ownership shall be calculated in accordance  with
 Section 13(d) of  the Exchange  Act.  To  the  extent  that  the  limitation
 contained in this Section applies, the determination of whether this Warrant
 is  exercisable (in relation to other securities owned by the Holder) and of
 which a  portion of  this  Warrant  is  exercisable  shall  be in  the  sole
 discretion of such  Holder,  and  the submission  of a  Subscription  Notice
 shall be deemed  to be such  Holder's  determination of whether this Warrant
 is exercisable (in relation to other securities owned by such Holder) and of
 which portion of this Warrant is  exercisable, in each case subject to  such
 aggregate  percentage  limitation,  the  Company  shall  verify  or  confirm
 the accuracy  of  such  determination.  For  purposes  of  this  Section, in
 determining the number of outstanding shares of Common Stock, the Holder may
 rely on the number of outstanding shares of Common Stock as reflected in (x)
 Section 3.3 of the Loan Agreement, (y) a more recent public announcement  by
 the Company,  or  (z) any  other  notice by  the  Company or  the  Company's
 Transfer  Agent  setting  forth  the  number  of  shares  of  Common   Stock
 outstanding.  Upon the written  or oral request of  the Holder, the  Company
 shall within two days confirm orally and in writing to the Holder the number
 of shares of  Common Stock  then outstanding.  In  any case,  the number  of
 outstanding shares of Common Stock shall  be determined after giving  effect
 to the conversion or exercise of  securities of the Company, including  this
 Warrant, by the Holder  or its affiliates  since the date  as of which  such
 number of outstanding shares of Common  Stock was reported.  The  provisions
 of this Section may  be waived by the  Holder upon, at  the election of  the
 Holder, not  less  than  61 days'  prior  notice  to the  Company,  and  the
 provisions of this Section shall continue  to apply until such 61st day  (or
 such later date, as determined  by the Holder, as  may be specified in  such
 notice of waiver).

      II.2 Expenses and Taxes.  The Company shall pay all expenses and  taxes
 (including, without limitation,  all documentary, stamp,  transfer or  other
 transactional  taxes)   other  than   income  taxes   attributable  to   the
 preparation, issuance  or delivery  of the  Warrants and  of the  shares  of
 Common Stock issuable upon exercise of the Warrants.

      II.3 Reservation of Shares.  Company shall reserve at all times so long
 as the Warrants remain outstanding, free from preemptive rights, out of  its
 authorized but unissued shares  of Common Stock, solely  for the purpose  of
 effecting the exercise  of the Warrants,  a sufficient number  of shares  of
 Common Stock to provide for the exercise of the Warrants.

      II.4 Valid Issuance.  All shares  of  Common Stock that  may be  issued
 upon exercise of the  Warrants will, upon issuance  by the Company, be  duly
 and validly issued, fully  paid and nonassessable and  free from all  taxes,
 liens and charges with respect to the issuance thereof and, without limiting
 the generality of the foregoing, the Company shall take no action or fail to
 take any  action which  will cause  a  contrary result  (including,  without
 limitation, any action that would cause  the Exercise Price to be less  than
 the par value, if any, of the Common Stock).

      II.5 Loan Agreement.   The Warrants represented  hereby were issued  on
 conjunction with that certain Loan Agreement dated on or about November  10,
 2004, as amended (the "Loan Agreement") between the Company and the  Holder.
 The  Holder  shall be  entitled  to the  rights  to registration  under  the
 Securities Act and any applicable state  securities or blue sky laws to  the
 extent set forth  in the  registration rights  provision found  in the  Loan
 Agreement.  The terms  of the  registration  rights  provisions  are  hereby
 incorporated herein for all purposes and shall be considered a part of  this
 Warrant as if they had been fully set forth herein.

      II.6 Acknowledgment of Rights.   At  the time  of the  exercise of  the
 Warrants in accordance with the terms hereof and upon the written request of
 the holder hereof, the  Company will acknowledge  in writing its  continuing
 obligation  to  afford  to  such  holder  any  rights  (including,   without
 limitation, any right to registration of  the Warrant Shares) to which  such
 holder shall continue to be entitled after such exercise in accordance  with
 the provisions  of these  Warrants; provided,  however, that  if the  Holder
 hereof shall fail to  make any such request,  such failure shall not  affect
 the continuing obligation of the Company  to afford to such Holder any  such
 rights.

      II.7 No Fractional Shares.  The Company shall not be required to  issue
 fractional shares  of  Common Stock on  the exercise of  these Warrants.  If
 more than one Warrant shall  be presented for exercise  at the same  time by
 the same holder, the number  of full shares of  Common Stock which shall  be
 issuable upon such exercise shall be computed on the basis of the  aggregate
 number of  whole shares  of  Common Stock  purchasable  on exercise  of  the
 Warrants so presented.  If any fraction of a  share of Common  Stock  would,
 except for the provisions  of this Section, be  issuable on the exercise  of
 this Warrant, the Company shall pay an amount in cash calculated by it to be
 equal to the Market Price of one share of  Common Stock at the time of  such
 exercise multiplied by such fraction computed to the nearest whole cent.


                                 ARTICLE III

                                  Transfer

      III.1     Warrant Office.   The Company  shall maintain  an office  for
ertain purposes specified  herein (the "Warrant Office"), which office  shall
nitially  be the Company's offices  at P.O. Box  802808, Dallas, Texas  75380
nd may  subsequently be such other office of  the Company or of any  transfer
gent  of the  Common  Stock in  the continental  United  States as  to  which
ritten  notice has previously been  given  to the Holder.  The Company  shall
aintain,  at the Warrant  Office, a register  for the Warrants  in which  the
ompany shall  record the name and address of  the Person in whose name  these
arrants has  been issued, as well as the  name and address of each  permitted
ssignee of the rights of the registered owner hereof.

      III.2     Ownership of Warrants.   The Company may  deem and treat  the
 Person in whose  name the Warrants  are registered as  the holder and  owner
 hereof until provided  with notice  to the contrary.  The  Warrants  may  be
 exercised by an assignee for the  purchase of Warrant Shares without  having
 new Warrants issued.

      III.3     Restrictions on Transfer of Warrants.  These Warrants may  be
 transferred, in whole  or in part,  by the Holder.  The  Company  agrees  to
 maintain at the Warrant  Office books for the  registration and transfer  of
 the Warrants.  The Company, from  time to time, shall register the  transfer
 of the Warrants in such books upon surrender of this Warrant at the  Warrant
 Office properly  endorsed  or  accompanied  by  appropriate  instruments  of
 transfer and written instructions for transfer.  Upon any such transfer  and
 upon payment by  the holder  or its  transferee of  any applicable  transfer
 taxes, new Warrants shall be issued to the transferee and the transferor (as
 their respective interests may appear) and the surrendered Warrants shall be
 cancelled  by  the Company.  The  Company shall  pay all  taxes (other  than
 securities transfer  taxes  or income  taxes)  and all  other  expenses  and
 charges payable in connection with the transfer of the Warrants pursuant  to
 this Section.

      III.4     Compliance with Securities Laws.   Subject to  the  terms  of
 the Registration Rights Agreement  and notwithstanding any other  provisions
 contained in  these Warrants,  the Holder  understands and  agrees that  the
 following restrictions and  limitations shall be  applicable to all  Warrant
 Shares and  to  all resales  or  other  transfers thereof  pursuant  to  the
 Securities Act:

      III.4.1   The holder hereof agrees that the  Warrant Shares may not  be
 sold or otherwise transferred unless the Warrant Shares are registered under
 the Securities Act and applicable state  securities or blue sky laws or  are
 exempt therefrom.

      III.4.2   A legend in substantially the  following form will be  placed
 on the certificate(s) evidencing the Warrant Shares:

           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER  THE  SECURITIES ACT  OF  1933, AS  AMENDED  (THE
      "SECURITIES ACT"),  OR ANY  OTHER APPLICABLE  SECURITIES LAW  AND,
      ACCORDINGLY, THE SECURITIES  REPRESENTED BY  THIS CERTIFICATE  MAY
      NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT  PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A  TRANSACTION
      EXEMPT  FROM  REGISTRATION  UNDER,  THE  SECURITIES  ACT  AND   IN
      ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS."


                                 ARTICLE IV

                                Anti-Dilution

    IV.1        If and  whenever  any  Additional  Common  Stock  (as  herein
 defined) shares shall be issued by the Company (the "Stock Issue Date")  for
 a consideration per share  less than the Exercise  Price, then in each  such
 case the initial Exercise Price shall be reduced to a new Exercise Price  in
 an amount equal to the consideration  per share received by the Company  for
 the additional shares of Common Stock  then issued and the number of  shares
 issuable to Holder upon conversion shall be proportionately increased;  and,
 in the case  of shares issued  without consideration,  the initial  Exercise
 Price shall  be reduced  in amount  and  the number  of shares  issued  upon
 conversion shall be increased in an amount so as to maintain for the  Holder
 the right to exercise  into shares equal  in  amount to the same  percentage
 interest in  the Common  Stock of  the  Company as  existed for  the  Holder
 immediately preceding the Stock Issue Date.

    IV.2   Consideration for Shares:  In case  of the issuance of  Additional
 Common Stock for a  consideration part or  all of which  shall be cash,  the
 amount of the cash consideration therefore shall be deemed to be the  amount
 of the cash received by Company  for such shares, after any compensation  or
 discount in the sale,  underwriting or purchase  thereof by underwriters  or
 dealers or others performing similar services  or for any expenses  incurred
 in  connection  therewith.  In  case  of  the  issuance  of  any  shares  of
 Additional Common Stock for  a consideration part or  all of which shall  be
 other than cash, the amount of the consideration therefore, other than cash,
 shall be deemed to be the then fair market value of the property received as
 determined by an investment banking firm selected by Lender.

    IV.3   Reclassification of  Shares: In  case of  the reclassification  of
 securities into shares of Common Stock,  the  shares  of Common Stock issued
 in such  reclassification  shall  be  deemed  to  have  been  issued  for  a
 consideration other than cash.  Shares of Additional Common Stock issued  by
 way of dividend or other distribution on  any class of stock of the  Company
 shall be deemed to have been issued without consideration.

    IV.4   Split up or Combination of Shares: In case issued and  outstanding
 shares of Common Stock shall be subdivided or split up into a greater number
 of shares of the Common Stock,  the Exercise Price shall be  proportionately
 decreased, and in case issued and  outstanding shares of Common Stock  shall
 be combined into a  smaller number of shares  of Common Stock, the  Exercise
 Price shall be proportionately increased, such increase or decrease, as  the
 case may be, becoming  effective at the  time of record  of the split-up  or
 combination, as the case may be.

    IV.5   The term "Additional Common Stock" herein  shall mean in the  most
 broadest sense all shares  of Common Stock hereafter  issued by the  Company
 (including, but not  limited to  Common Stock held  in the  treasury of  the
 Company and common stock  purchasable via derivative  security or option  on
 the date of  such grant), except  Common Stock issued  upon the exercise  of
 this warrant or the Convertible Notes.

    IV.6   In the event of  distribution to all Common  Stock holders of  any
 stock, indebtedness of  the Company or  assets or other  rights to  purchase
 securities or assets, then, after such event, the Exercise Price reduced  to
 so as to  entitle the  Holder to the  economic interest  he had  immediately
 prior to the occurrence of such event.

    IV.7   In case  of any  capital reorganization,  reclassification of  the
 stock of the Company (other than a change in par  value or as a result of  a
 stock dividend,  subdivision,  split  up  or  combination  of  shares),  the
 Exercise Price  reduced to  so as  to  entitle the  Holder to  the  economic
 interest  he  had immediately  prior to the  occurrence of such  event.  The
 provisions of the  foregoing sentence  shall similarly  apply to  successive
 reorganizations,  reclassifications,   consolidations,  exchanges,   leases,
 transfers or other dispositions or other share exchanges.

    IV.8   Notice of Adjustment. (A) In the  event the Company shall  propose
 to take  any action  which shall  result in  an adjustment  in the  Exercise
 Price, the  Company shall  give notice  to the  Holder, which  notice  shall
 specify the record date, if any, with respect to such action and the date on
 which such action is to take place.  Such notice shall be given on or before
 the earlier of 10 days before the record date or the date which such  action
 shall be taken.  Such notice shall also  set forth all facts (to the  extent
 known) material to the effect of such  action on the Exercise Price and  the
 number, kind or class of shares or other securities or property which  shall
 be deliverable  or  purchasable  upon  the  occurrence  of  such  action  or
 deliverable upon exercise  of this warrant  (B) Following  completion of  an
 event wherein  the  Exercise Price  shall  be adjusted,  the  Company  shall
 furnish to the Holder  a statement, signed by  an authorized officer of  the
 Company of the facts creating such  adjustment and specifying the  resultant
 adjusted Exercise Price then in effect.


                                  ARTICLE V

                                Miscellaneous

      V.1  Entire  Agreement.    These  Warrants,  together  with  the   Loan
 Agreement, contain the entire  agreement between the  holder hereof and  the
 Company with respect to the Warrant Shares purchasable upon exercise  hereof
 and the  related  transactions  and supersedes  all  prior  arrangements  or
 understandings with respect thereto.

      V.2  Governing Law. This warrant shall be governed by and construed  in
 accordance with the  laws of the  State of Texas  in the  courts located  in
 Dallas, Texas.

      V.3  Waiver and Amendment.  Any term or provision of these Warrants may
 be waived at any time by the party which is entitled to the benefits thereof
 and any term or provision of  these Warrants may be amended or  supplemented
 at any time by agreement of the  holder hereof and the Company, except  that
 any waiver of any term or condition, or any amendment or supplementation, of
 these Warrants shall  be in writing.  A waiver of  any breach or failure  to
 enforce any of the terms  or conditions of these  Warrants shall not in  any
 way effect, limit or waive a party's rights hereunder at any time to enforce
 strict compliance thereafter with every term or condition of these Warrants.

      V.4  Illegality.  In the event that  any one or more of the  provisions
 contained in this  Warrant shall  be determined  to be  invalid, illegal  or
 unenforceable in  any respect  for any  reason, the  validity, legality  and
 enforceability of any such provision in any other respect and the  remaining
 provisions of these  Warrants shall not,  at the election  of the party  for
 whom the benefit of the provision exists, be in any way impaired.

      V.5  Copy of Warrant.   A copy of these  Warrants shall be filed  among
 the records of the Company.

      V.6  Notice.  Any notice or other document required or permitted to  be
 given or delivered to  the holder hereof shall  be in writing and  delivered
 at, or sent  by certified or  registered mail to  such holder  at, the  last
 address shown on the books of  the Company maintained at the Warrant  Office
 for the registration  of these  Warrants or at  any more  recent address  of
 which the holder hereof shall have notified the Company in writing.

      V.7  Limitation of Liability; Not Stockholders.  No provision of  these
 Warrants shall be construed as conferring  upon the holder hereof the  right
 to vote, consent, receive dividends or receive notices (other than as herein
 expressly provided) in respect of meetings of stockholders for the  election
 of directors of the Company or any other matter whatsoever as a  stockholder
 of the Company.  No provision  hereof, in the absence of affirmative  action
 by the  holder  hereof to  purchase  shares of  Common  Stock, and  no  mere
 enumeration herein of the rights or  privileges of the holder hereof,  shall
 give rise to  any liability of  such holder for  the purchase  price of  any
 shares of Common  Stock or  as a stockholder  of the  Company, whether  such
 liability is asserted by the Company or by creditors of the Company.

      V.8  Exchange, Loss,  Destruction, etc.  of  Warrant. Upon  receipt  of
 evidence  reasonably  satisfactory  to  the  Company  of  the  loss,  theft,
 mutilation or destruction  of these Warrants,  and in the  case of any  such
 loss, theft or destruction upon delivery of an appropriate affidavit in such
 form as  shall  be  reasonably  satisfactory  to  the  Company  and  include
 reasonable  indemnification  of  the  Company,  or  in  the  event  of  such
 mutilation upon surrender  and cancellation of  these Warrants, the  Company
 will make and  deliver new Warrants  of like tenor,  in lieu  of such  lost,
 stolen, destroyed  or  mutilated  Warrants.  Any Warrants  issued under  the
 provisions of  this Section in  lieu of  any Warrants  alleged to  be  lost,
 destroyed or stolen, or in lieu of any mutilated Warrants, shall  constitute
 an  original  contractual obligation  on  the part  of  the  Company.  These
 Warrants shall be promptly canceled by the Company upon the surrender hereof
 in connection with any exchange or  replacement.  The Company shall pay  all
 taxes (other than securities transfer taxes  or income taxes) and all  other
 expenses and charges payable in  connection with the preparation,  execution
 and delivery of Warrants pursuant to this Section.

      V.9  Headings.  The Article and  Section and other headings herein  are
 for convenience only and are not a part of this Warrant and shall not affect
 the interpretation thereof.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
 its name dated __________________, 2005.

                               VPGI Corp.


                               ------------------------------
                               Patrick A. Custer
                               Title: Chief Executive Officer