TRANSITION AGREEMENT

    This Transition Agreement ("Agreement") is made and entered into on this
3rd day of August, 2000 ("Agreement Date") by and between David B. Mueller, an
individual residing in St. Louis County, Missouri ("Mueller"), and Spartech
Corporation, a Delaware corporation, with its principal place of business in St.
Louis County, Missouri  (the "Company").

    WHEREAS, Mueller has been employed as Executive Vice President and Chief
Operating Officer of the Company; and

    WHEREAS, Mueller is a stockholder and is the corporate Secretary and a
director of the Company; and

    WHEREAS, Mueller and the Company wish to terminate Mueller's relationship
as an employee and officer of the Company and enter into the Consulting
Agreement attached hereto as Exhibit A; and

    WHEREAS, the parties wish to enter into this Agreement to memorialize their
agreements as to the nature, terms, scope and timing of the termination of the
various relationships between Mueller and the Company, all upon the terms and
subject to the conditions set forth herein;

    NOW, THEREFORE, for and in consideration of the representations, warranties
and mutual covenants made herein, the sufficiency of which is hereby
acknowledged, the parties agree as follows:

1.  Transition of Employment.

    a.  Effective Date of Transition

         Mueller's employment with the Company as Executive Vice President and
         Chief Operating Officer of the Company, and his position as Secretary
         of the Company, shall terminate effective at 11:59 p.m on October 28,
         2000 ("Transition Date"), thereby terminating as of that date all
         further duties of Mueller to the Company, of whatever kind and nature,
         except as otherwise specifically provided in this Agreement or the
         attached Consulting Agreement (collectively referred to as the
         "Transition Documents").  By these presents Mueller does hereby resign
         as Executive Vice President, Secretary and Chief Operating Officer of
         the Company and its subsidiaries effective on the Transition Date, and
         the Company accepts said resignation.

    b.  Expense Account

         Until the Transition Date, Mueller agrees to incur only pre-approved
         Company expenses.  In addition, Mueller shall submit his final expense
         report to the Company on or before the Transition Date.

    c.  Interim Base Salary and Bonus

         Mueller shall continue to receive his base salary each week until the
         Transition Date.  Thereafter, all entitlement to base salary shall
         cease.  In lieu of the Bonus, if any, Mueller would have received for
         fiscal year 2000 (i.e., November 1999 through October 2000) under his
         Employment Agreement dated November 1, 1999, the Company will pay
         Mueller a bonus of $428,000 not later than January 3, 2001.  Except as
         expressly provided in the Transition Documents, Mueller shall be
         entitled to no further base salary, bonus or any other compensation or
         benefits under any Employment Agreement or arrangement with the
         Company.

    d.  Vacation

         Mueller shall take all accrued vacation time prior to the Transition
         Date.  Mueller shall not be entitled to payment for any accrued
         vacation not taken by the Transition Date.

    e.  Participation in Other Benefit Plans

         Except as expressly provided in the Transition Documents, Mueller's
         eligibility to participate in the Company's fringe benefit, retirement
         and other Company benefit programs will terminate on the Transition
         Date.  Neither Mueller nor the Company shall make further contributions
         to the Company's 401K plan after the Transition Date.

    f.  Duties and Authority During Interim Period

         During the "interim period" from the Agreement Date to November 1,
         2000, Mueller shall undertake only such financial and operational tasks
         for the Company as may be requested by the Chief Executive Officer.
         Mueller's authority to act on behalf of and to bind the Company shall
         be limited to any express authority granted to him by the Chief
         Executive Officer during the interim period.  All prior grants of
         authority to act on behalf of and to bind the Company, whether express
         or implied, are hereby withdrawn.

    g.  Interim Covenants

        i.  Covenant Not to Compete or Solicit

             (1) Mueller covenants to and with the Company, that neither he,
                  nor any corporation (other than the Company), partnership or
                  business firm or entity either in which he may now or
                  hereafter have a 5% or greater equity interest or with which
                  he may be employed or otherwise affiliated, whether as an
                  officer, director, employee, sales representative,
                  consultant or otherwise, nor any person subject to the
                  control or direction of Mueller or acting on his behalf,
                  will, during the entire "Period of this Covenant," as
                  hereafter defined, within the "Trade Area" hereafter
                  specified, directly or indirectly:

                  (a) conduct, engage in, be connected with, have any interest
                      in, or aid or assist, any person, firm or business
                      entity, whether a corporation, partnership,
                      proprietorship or otherwise, which engages in any segment
                      of the plastics processing industry, including but not
                      limited to sheet and rollstock extrusion, color and
                      compounding, cast acrylics, injection molding, profile
                      extrusion, blow molding and rotational molding, but
                      excluding blown film, pipe extrusion and thermoforming;
                      or

                  (b) in any way, directly or indirectly, either for himself or
                      for any other person, firm, or corporation, take any
                      action or perform any services which are designed to or
                      in fact do call upon, compete for, solicit, divert, or
                      take away, or attempt to divert or take away, any of the
                      customers, clients or employees of the Company with
                      respect to business within the scope of the above non-
                      competition covenant.  This prohibition includes
                      customers and clients existing at the present time, past
                      customers solicited, sold to, or served by the Company
                      during the three years prior to the date of this
                      Agreement, and any new customers sold to or served by the
                      Company during the interim period.

             (2) The Period of this Covenant shall be coextensive with the
                  interim period as set out above.

             (3) The Trade Area shall be North America.

         ii. Covenant Not To Disclose Confidential Information

             (1) Mueller agrees to protect and not disclose any Confidential
                  Information of the Company about the operations, customers,
                  creative techniques, and trade secrets used by the Company to
                  any person, firm or corporation.  This confidentiality
                  agreement shall be in force for as long as any of the
                  information shall remain Confidential Information of the
                  Company.

             (2) Mueller agrees that during the interim period he will not in
                  any manner either directly or indirectly, divulge, disclose or
                  communicate to any person, firm or corporation, in any manner,
                  whatsoever, any Confidential Information of the Company
                  concerning any matters affecting or relating to the business
                  of the Company, including, without limiting the generality of
                  the foregoing, any of the customers, the prices it obtains, or
                  has obtained, from the sale of, or at which it sells or has
                  sold, its products, or any other information concerning the
                  business of the Company, its manner of operation, its plans,
                  processes, or other data.

             (3) For purposes of this Agreement, the term Confidential
                  Information shall not include information that (a) is or
                  lawfully becomes generally known or available to the public
                  other than as a result of a disclosure under this Agreement,
                  (b) is otherwise available to Mueller on a nonconfidential
                  basis; (c) becomes available to Mueller on a nonconfidential
                  basis from a source other than the Company, provided that such
                  source is not bound, to Mueller's reasonable knowledge, by a
                  confidentiality agreement with, or other legally enforceable
                  obligation of secrecy to or for the benefit of, the Company;
                  or (d) Mueller is compelled to disclose by legal process or
                  discloses as part of a claim or defense in any litigation
                  between the parties hereto.

    h.  Vacation of Office and Return of Company Property

         Within two days after the Agreement Date Mueller shall vacate his
         office located at Company's corporate office, 120 S. Central Avenue,
         Clayton, Missouri, and, except as expressly provided herein, return to
         the Company all property in his possession or control which is owned,
         leased or rented by the Company, including but not limited to all keys
         to Company property, all Company credit cards, all Company documents
         (including Company documents stored in electronic format), and all
         Company computer equipment.

         Exceptions:

             (1) Mueller may retain the use of his company car until the
                  original term of the lease expires on June 25, 2001.  After
                  the original term of the lease expires, the Company shall, at
                  its sole discretion, either extend the term of lease until
                  October 31, 2002, or pay Mueller an automobile allowance equal
                  to the monthly lease cost under the original lease term
                  ($776.91 per month) until October 31, 2002.  Mueller shall
                  surrender the car to the lessor in good condition on or before
                  the expiration of the lease.

             (2) Mueller may retain a copy of the Company's 1997 business plan
                  for his own personal use as a model for developing business
                  plans for any endeavor not prohibited by the Consulting
                  Agreement.  However, Mueller shall not disclose the substance
                  of the business plan without the prior written consent of the
                  Company.

    i.  Representation No Copies Were Retained

         Except as authorized in paragraph 1.h..(2), Mueller represents that he
         has not retained copies of any Company documents or keys.

2.  Insurance

    Mueller's participation in the Company's group plans after the Transition
    Date shall be governed exclusively by the Consulting Agreement attached
    hereto as Exhibit A.

3.  Stock Options

    a.  Stock Option Agreements

         Mueller's current Stock Option Agreements which provide for Mueller's
         right to purchase: (1) 60,000 shares at $10.875 per share; (2) 150,000
         shares at $15.875 per share (3) 27,500 shares at $18.00 per share and
         (4) 65,000 shares at $28.625 per share, as amended as of the Agreement
         Date (hereinafter "Current Options"), shall remain in full force and
         effect according to their terms; except that the Current options will
         be fully vested no later than November 1, 2003.  No subsequent
         amendments to the Company's stock option agreements or stock option
         plans shall alter Mueller's rights under the foregoing Stock Option
         Agreements.

    b.  Warranty re Continued Ownership of Stock Options

         Mueller represents and warrants that he has not transferred ownership
         of any stock options issued to him by the Company other than the stock
         options for 165,000 shares which are described in and covered by the
         Prospectus prepared in December 1999.

4.  Stock Sale Restrictions

    From the Agreement Date until three months after Mueller ceases to be a
    Director of the Company, Mueller agrees that he will not sell any of the
    Company's stock which he may acquire through the exercise of the Current
    Options.

5.  Stock Sale Representations

    Mueller represents that he has not sold any of the Company's stock within
    the 20 days immediately preceding the Agreement Date.

6.  Mutual Releases

    a.  For and in consideration of the representations, covenants, promises,
         agreements and acknowledgments contained herein and in the Consulting
         Agreement, the sufficiency of which is hereby acknowledged, Mueller,
         for himself and his heirs, successors and/or assigns, hereby
         irrevocably and unconditionally releases and forever discharges the
         Company and each of the Company's stockholders, predecessors,
         successors, assigns, agents, directors, officers, employees,
         representatives, attorneys, and all persons acting by, through, under
         or in concert with any of them ("Mueller's Releasees"), from any and
         all charges, complaints, claims, liabilities, obligations, promises,
         agreements, controversies, damages, actions, causes of action, suits,
         rights, demands, costs, losses, debts and expenses (including
         attorneys' fees and costs actually incurred) of any nature whatsoever,
         known or unknown, suspected or unsuspected (collectively, "Claims"),
         which Mueller now has, owns or holds, or claims to have, own or held,
         or which Mueller at any time heretofore had, owned or held, or claimed
         to have, own or held against each or any of Mueller's Releasees;
         excepting only Claims arising out of the Company's breach of the
         Transition Agreement and/or the Consulting Agreement or the documents
         referenced therein.  This release includes, but it not limited to, the
         following claims:

         i.  arising from Mueller's employment, including but not limited to
             the Employment Agreement, pay, bonuses, insurance, employee
             benefit plans, and other terms and conditions of employment or
             employment practices of the Company;

         ii. relating to the termination of Mueller's employment with the
             Company or the surrounding circumstances thereof;

         iii.relating to payment of any attorney fees for legal services to
             Mueller;

         iv. based on any claim of employment discrimination or retaliation on
             the basis of race, color, religion, sex, national origin,
             handicap, disability, age or any other category protected by law
             under Title VII of the Civil Rights Act of 1964, as amended, the
             Civil Rights Act of 1991, the Fair Labor Standards Act, the Age
             Discrimination in Employment Act of 1967, as amended, the Older
             Workers' Benefit Protection Act, Executive Order 11246, the Equal
             Pay Act, the Americans with Disabilities Act, the Rehabilitation
             Act of 1973, Employee Retirement Income Security Act of 1974, the
             Consolidated Omnibus Budget Reconciliation Act of 1985, or the
             Missouri Human Rights Act, all as amended.  Mueller hereby agrees
             that if any such claim referenced herein is filed, pursued or
             otherwise prosecuted by or through him, Mueller waives his right
             to relief from such claim, including the right to attorney's fees,
             costs and any and all other relief, whether legal or equitable,
             sought in such claim;

         v.  based on any implied written or oral contract, tort, whistle
             blower, personal injury, or wrongful discharge theory; and

         vi. based on any federal, state or local constitution, regulation, law
             (statutory or common), or legal theory.

    b.  For and in consideration of the representations, covenants, promises,
         agreements and acknowledgments contained herein and in the Consulting
         Agreement, the sufficiency of which is hereby acknowledged, the
         Company, for itself and its successors and/or assigns, hereby
         irrevocably and unconditionally releases and forever discharges Mueller
         and each of Mueller's heirs, successors, assigns, agents,
         representatives, attorneys, and all persons acting by, through, under
         or in concert with any of them ("Company's Releasees"), from any and
         all Claims which the Company now has, owns or holds, or claims to have,
         own or held, or which the Company at any time heretofore had, owned or
         held, or claimed to have, own or held against each or any of the
         Company's Releasees; excepting only Claims arising out of Mueller's
         breach of the Transition Agreement and/or Consulting Agreement or the
         documents referenced therein..

    c.  Each party hereby acknowledges and agrees that the foregoing releases
         are general releases and further expressly waives and assumes the risk
         of any and all Claims for damages which exist as of this date but which
         such party does not know or suspect to exist, whether through
         ignorance, oversight, error, negligence or otherwise, and which, if
         known, would materially affect its decision to give its release.

7.  Mueller's Rights Under The Transition Documents Are In Lieu of All Others

    The Transition Documents set forth the complete and exclusive rights of
    Mueller to any benefits from the Company ;and are in lieu of all other
    compensation . benefits, options or other consideration of any form
    whatsoever to which Mueller is entitled to or would have become entitled to
    from the Company.  To the extent any other agreement or plan conflicts with
    the Transition Documents, the Transition Documents shall be controlling.

8.  Public Statements

    The Company has provided Mueller a draft of the statement to be released to
    the public concerning Mueller's transition to consulting status and the
    other aspects of the transition to Consulting Agreement.  It is understood
    and acknowledged that the Company shall issue any press releases in that
    regard and that Mueller shall not make statements to the press and/or stock
    analysts concerning these matters without the prior consent of the Company.

9.  Full Cooperation in Legal Matters

    In the event that the Company becomes involved in any legal proceedings
    relating to events which occurred during Mueller's employment with the
    Company, and about which Mueller has personal knowledge, Mueller agrees to
    cooperate reasonably in the preparation, prosecution, and/or defense of the
    Company's cases.  To the extent that Mueller has out-of-pocket expenses in
    connection with such cooperation, the Company agrees to reimburse same,
    provided Mueller follows the Company's policies and procedures for
    reimbursement which are in effect at the time such expenses are incurred.
    If such cooperation is necessary after the expiration of the Consulting
    Agreement, the Company will also pay Mueller a per diem fee of $500 for
    each day or part of a day in which his cooperation is required.  The per
    diem fee shall not apply to incidental or occasional telephone calls.

10. Advice of Counsel

    Mueller expressly acknowledges that he has had a full opportunity to read
    and consider the Transition Documents, and to seek advice from any source
    (legal, financial or otherwise) he might desire regarding the Transition
    Documents prior to executing them.  Mueller expressly acknowledges that he
    has obtained legal counsel and advice concerning the Transition Documents
    and that he voluntarily entered into the Transition Documents and fully
    understands and agrees to all of their terms.

11. Attorney Fees

    Each party hereto shall bear all attorney's fees and costs arising from the
    actions of its own counsel in connection with the review and execution of
    the Transition Documents and the matters and documents referred to herein.
    However, in the event of any dispute over, or if any party shall violate,
    the Transition Documents or the other documents referred to herein, in
    addition to any other damages or other relief to which the prevailing party
    shall be entitled, the prevailing party shall recover its/his fair and
    reasonable attorney fees incurred in the enforcement of the Transition
    Documents or the other documents referred to herein.

12. Right of Rescission

    Mueller acknowledges that he has been expressly informed by the Company
    that he has twenty-one (21) days from the date of presentation of this
    Transition Agreement to him for review to decide whether to execute it, and
    that he has been specifically advised that he should seek consultation with
    an attorney before signing the Transition Documents.  Mueller understands
    that he may revoke the Transition Documents, thereby nullifying the
    Transition Documents and all of their terms, by notifying the Chief
    Executive Officer of the Company of revocation in writing and hand-
    delivered at any time within seven (7) days after executing the Transition
    Documents.  Mueller further understands that the Transition Documents and
    all of their terms are not effective or enforceable until the seven (7) day
    revocation period has elapsed, and then the Transition Documents shall be
    retroactive to the Agreement Date.  In the event Mueller exercises his
    right to withdraw or rescind his waiver of rights to assert or allege
    discrimination in violation of the ADEA, or to assert or allege any other
    claim or cause of action, the Company's duties under the Transition
    Documents shall be null and void.

13. Miscellaneous Provisions.

    a.  Choice of Law

    The Transition Documents shall be construed and interpreted in accordance
    with the laws of the State of Missouri.

    b.  Entire Agreement

    The Transition Documents and documents referred to therein constitute the
    entire agreement between the parties with respect to Mueller's past,
    present and future relationship with the Company, superseding all prior
    written and oral agreements, including but not limited to the November 1,
    1999 Employment Agreement and all other employment arrangements.  All
    rights and obligations of the parties are contained in or are expressly
    reserved in the Transition Documents and/or documents referenced therein
    and all of the parties' prior rights and obligations to each other which
    are not expressly reserved herein, are extinguished, canceled, rescinded
    and declared null and void.  There are no other agreements, covenants,
    understandings, warranties or representations, express or implied, oral or
    written, with respect to Mueller's relationship with the Company that are
    not expressly set forth or expressly reserved herein.

    c.  No Oral Modification

    The Transition Documents may not be modified, altered or changed except by
    a written agreement signed by the parties hereto.

    d.  Definitions

         i.  As used in the Transition Documents, Mueller's duties and
             covenants to "the Company" shall include Spartech Corporation and
             its affiliates, including, but not limited to Vita International
             Limited.

         ii. As used in the Transition Documents, the phrases "documents
             referenced therein" or "documents referenced herein" mean the
             Stock Option Agreements relating to the Current Options and the
             Deferred Compensation Agreement dated March 3, 2000, as
             specifically amended in accordance with the Transition Documents.

    e.  Severability

    If any provision of the Transition Documents is held to be invalid, the
    remaining provisions shall remain in full force and effect.

    f.  Separate Execution

    Separate copies of this document shall constitute original documents which
    may be signed separately but which together will constitute one single
    agreement.  The Transition Documents will not be binding on any party,
    however, until signed by all parties or their representatives.

    g.  Consent to Jurisdiction

    Each party hereto hereby submits to the exclusive jurisdiction of each
    state court of Missouri located in St. Louis County, and to the federal
    courts located within the State of Missouri for the district which includes
    St. Louis County for the resolution of any and all disputes relating to the
    Transition Documents and the transactions contemplated hereby; and each
    party consents to venue in any of such courts and agrees not to raise any
    objection or defense that the same constitutes an inconvenient forum.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.



                               s/DAVID B. MUELLER



                               SPARTECH CORPORATION

                               By:  s/BRADLEY B. BUECHLER
                                  Chairman of the Board, President and Chief
                                  Executive Officer

                                                                       Exhibit A
                              Consulting Agreement

    This Consulting Agreement is made as of this 3rd day of August, 2000, by
and between Spartech Corporation ("the Company") and David B. Mueller
("Mueller").  The parties agree as follows:

1.   Scope of Duties
     During the term of this Agreement, Mueller shall advise and consult with
     the Company regarding financial and operational matters as requested by the
     Chief Executive Officer.

2.   Duration of Agreement
     The term of this Agreement shall commence on November 1, 2000 and terminate
     on October 28, 2005.  This Agreement may not be canceled by the Company.

3.   Compensation
     As compensation for Mueller's consulting services and the other covenants
     of Mueller in this Agreement:

     a.  The Company shall pay Mueller a consulting fee of $545,000 per year for
          each year of the Agreement, payable as follows:

          i.   $1,825,000.00 on November 1, 2000; and

          ii.  $15,000.00 each month during the term of the agreement, the
               first payment to be made on November 30, 2000 and the last
               payment to be made on October 28, 2005.

     b.   To the extent that Mueller has out-of-pocket expenses in connection
          with performing any duties requested of him under this agreement, the
          Company agrees to reimburse same, provided Mueller follows the
          Company's policies and procedures for reimbursement which are in
          effect at the time such expenses are incurred.

4.   Insurance

         The Company will maintain and pay for Mueller's group health coverage
         during the term of this Consulting Agreement.  The benefits,
         deductibles and other aspects of the coverage will be the same as
         those provided to the Company's executive officers located in Clayton,
         Missouri.

5.   Deferred Compensation

     a.   For purposes of this section, the term "Rabbi Trust" refers to the
          trust which was created for the benefit of Mueller pursuant to the
          Deferred Compensation Agreement dated March 3, 2000.

     b.   In December 2000, the Company will contribute 15% of Mueller's
          Compensation for 1999 to the Rabbi Trust in accordance with the
          Deferred Compensation Agreement dated March 3, 2000.

     c.   In December 2001 and December 2002, the Company will contribute the
          sum of $65,000 each year to the Rabbi Trust.

     d.   Except as provided in subparagraphs b. and c. above, the Company shall
          not be obligated to make any further contributions of any type to the
          Rabbi Trust.  The contributions expressly provided herein are
          exclusive and supersede the contribution provisions of the Deferred
          Compensation Agreement dated March 3, 2000.

     e.   The Deferred Compensation Agreement dated March 3, 2000 will be
          amended to conform to this Agreement and to reflect that Mueller's
          transition to a consultant shall not constitute a termination of
          employment for purposes of the Deferred Compensation Agreement so as
          to trigger payment of the amounts held in the Rabbi Trust.  All
          amounts held in the Rabbi Trust shall be paid to Mueller on January 1,
          2003.

6.   Covenant Not to Compete or Solicit

     a.   Mueller covenants to and with the Company, that neither he, nor any
          corporation (other than the Company), partnership or business firm or
          entity either in which he may now or hereafter have a 5% or greater
          equity interest or with which he may be employed or otherwise
          affiliated, whether as an officer, director, employee, sales
          representative, consultant or otherwise, nor any person subject to the
          control or direction of Mueller or acting on his behalf, will, during
          the entire "Period of this Covenant," as hereafter defined, within the
          "Trade Area" hereafter specified, directly or indirectly:

          i.   conduct, engage in, be connected with, have any interest in, or
               aid or assist, any person, firm or business entity, whether a
               corporation, partnership, proprietorship or otherwise, which
               engages in any segment of the plastics processing industry,
               including but not limited to sheet and rollstock extrusion, color
               and compounding, cast acrylics, injection molding, profile
               extrusion, blow molding and rotational molding, but excluding
               blown film, pipe extrusion and thermoforming; or

          ii.  in any way, directly or indirectly, either for himself or for any
               other person, firm, or corporation, take any action or perform
               any services which are designed to or in fact do call upon,
               compete for, solicit, divert, or take away, or attempt to divert
               or take away, any of the customers, clients or employees of the
               Company with respect to business within the scope of the
               above non-competition covenant.  This prohibition includes
               customers and clients existing at the present time, past
               customers solicited, sold to, or served by the Company during the
               three years prior to the date of this Agreement, and any new
               customers sold to or served by the Company during the term of the
               Consulting Agreement.

     b.   The Period of this Covenant shall be coextensive with the term of this
          Agreement as set out in Section 2 above.

     c.   The Trade Area shall be North America.

7.   Covenant Not To Disclose Confidential Information

     a.   Mueller agrees to protect and not disclose any Confidential
          Information of the Company about the operations, customers, creative
          techniques, and trade secrets used by the Company to any person, firm
          or corporation.  This confidentiality agreement shall be in force for
          as long as any of the information shall remain Confidential
          Information of the Company.

     b.   Mueller agrees that during the term of this Agreement he will not in
          any manner either directly or indirectly, divulge, disclose or
          communicate to any person, firm or corporation, in any manner,
          whatsoever, any Confidential Information of the Company concerning any
          matters affecting or relating to the business of the Company,
          including, without limiting the generality of the foregoing, any of
          the customers, the prices it obtains, or has obtained, from the sale
          of, or at which it sells or has sold, its products, or any other
          information concerning the business of the Company, its manner of
          operation, its plans, processes, or other data.

     c.   For purposes of the Agreement, the term Confidential Information shall
          not include information that (1) is or lawfully becomes generally
          known or available to the public other than as a result of a
          disclosure under this Agreement, (2) is otherwise available to Mueller
          on a nonconfidential basis; (3) becomes available to Mueller on a
          nonconfidential basis from a source other than the Company, provided
          that such source is not bound, to Mueller's reasonable knowledge, by a
          confidentiality agreement with, or other legally enforceable
          obligation of secrecy to or for the benefit of, the Company; or (4)
          Mueller is compelled to disclose by legal process or discloses as part
          of a claim or defense in any litigation between the parties hereto.

8.   Remedies for Violation of Non-Compete, Non-Solicitation & Non-Disclosure
     Provisions

         Mueller acknowledges that irreparable harm would be sustained by the
         Company if Mueller breaches the covenants set forth in paragraphs 6 or
         7 and Mueller therefore agrees that, in addition to damages or any
         other rights which the Company may have or to which it may be entitled
         under this Agreement or at law or in equity, the Company shall be
         entitled to apply to a court for, and obtain, injunctive relief
         against Mueller and against any third party in order to prevent any
         breach or threatened breach of such covenant, and to recover its
         attorney fees incurred in enforcing this Agreement.

9.   Miscellaneous Provisions

     a.   Choice of Law

     This Agreement shall be construed and interpreted in accordance with the
     laws of the State of Missouri.

     b.   Entire Agreement

     The Transition Documents constitute the entire agreement between the
     parties with respect to Mueller's past, present and future relationship
     with the Company, superseding all prior written and oral agreements.  All
     rights and obligations of the parties are contained in or are expressly
     reserved in the Transition Documents and all of the parties' prior rights
     and obligations to each other which are not expressly reserved herein, are
     extinguished, canceled, rescinded and declared null and void.  There are no
     other agreements, covenants, understandings, warranties or representations,
     express or implied, oral or written, with respect to Mueller's relationship
     with the Company that are not expressly set forth or expressly reserved
     therein.

     c.   No Oral Modification

     This Agreement may not be modified, altered or changed except by a written
     agreement signed by the parties hereto.

     d.   Meaning of "the Company"

     As used in this Agreement, Mueller's duties and covenants to "the Company"
     shall include Spartech Corporation and its affiliates, including, but not
     limited to Vita International Limited.

     e.   Severability

     If any provision of this Agreement is held to be invalid, the remaining
     provisions shall remain in full force and effect.

     f.   Separate Execution

     Separate copies of this document shall constitute original documents which
     may be signed separately but which together will constitute one single
     agreement.  This Agreement will not be binding on any party, however, until
     signed by all parties or their representatives.

     g.   Consent to Jurisdiction

     Each party hereto hereby submits to the exclusive jurisdiction of each
     state court of Missouri located in St. Louis County, and to the federal
     courts located within the State of Missouri for the district which includes
     St. Louis County for the resolution of any and all disputes relating to
     this Agreement and the transactions contemplated hereby; and each party
     consents to venue in any of such courts and agrees not to raise any
     objection or defense that the same constitutes an inconvenient forum.

10.  Independent Contractor

     Mueller is an independent contractor and not an employee of the Company.

    IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement
as of the date first above written.


                              s/DAVID B. MUELLER


                              SPARTECH CORPORATION

                              By:  s/BRADLEY B. BUECHLER
                              Chairman of the Board, President and Chief
                              Executive Officer