SECURITIES PURCHASE AGREEMENT
   
   
          AGREEMENT, dated October 20, 1997, among MLX Corp., a
Georgia corporation ("Buyer"), and the holders (the "Selling
Securityholders") of shares of common stock ("Common Stock"), par
value $0.01 per share, of Morton Metalcraft Holding Co., a Delaware
Corporation (the "Company"), and options and warrants to acquire
shares of Common Stock (such shares of Common Stock, warrants and
options, the "Company Securities").
          Pursuant to an Agreement and Plan of Merger dated as of
October 20, 1997 (the "Merger Agreement"), among Buyer and the
Company, the Company shall be merged with and into Buyer (the
"Merger"), with Buyer being the surviving corporation (hereinafter
referred to as the "Surviving Corporation").
          Pursuant to Section 5.9 of the Merger Agreement, prior to
the Effective Time (as defined in the Merger Agreement), the Company
will be recapitalized (the "Recapitalization") as set forth in the
Merger Agreement.
          Each Selling Securityholder is the record and beneficial
owner of the Company Securities set forth opposite such Selling
Securityholder's name on Exhibit A hereto.  As a result of the
Recapitalization, each Selling Securityholder will become the record
and beneficial owner of the newly issued securities of the Company
(the "Recap Company Securities") set forth opposite such Selling
Securityholder's name on Exhibit B hereto.  Each Selling
Securityholder wishes to sell the Recap Company Securities (all such
Recap Company Securities of all Selling Securityholders herein
referred to as the "Sale Securities") set forth opposite such 
<PAGE>
Selling Stockholder's name on Exhibit C hereto and Buyer wishes to
purchase all such Sale Securities upon the terms and subject to the
conditions of this Agreement.  Capitalized terms used herein but not
otherwise defined shall have the meanings given them in Section 11.1
hereof.
          NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
          
          1.   Sale and Purchase of Sale Securities.
               1.1  Sale and Purchase of Sale Securities.  At the
Closing (as hereinafter defined), (i) each Selling Securityholder
shall sell, and Buyer shall purchase all of the Sale Securities of
such Selling Securityholder, free of any Liens, (ii) each Selling
Securityholder shall deliver or cause to be delivered to Buyer
certificates representing all of such Sale Securities accompanied by
stock or warrant powers, as the case may be, duly executed in blank,
in proper form for transfer, and with all appropriate stock transfer
tax stamps affixed, and (iii) Buyer shall deliver the Purchase Price
(as hereinafter defined) to the Selling Securityholders in accordance
with Section 1.2 below.
               1.2  Purchase Price.  The aggregate purchase price for
the Sale Securities (the "Purchase Price") shall be the aggregate of
all the purchase prices shown on Exhibit C.  Buyer shall pay to each
of the Selling Securityholders in immediately available funds,
pursuant to written instructions provided by each Selling
Securityholder at or prior to the Closing, the amount of the payment
set forth opposite
<PAGE>
such Selling Securityholder's name on Exhibit C, against receipt of
the Sale Securities of such Selling Stockholder set forth on Exhibit C
hereto.
          2.   Closing; Closing Date.  The closing of the purchase and
sale of the Sale Securities (the "Closing") shall take place
immediately prior to the Effective Time (as defined in the Merger
Agreement) on satisfaction or waiver of the conditions set forth in
Article 4 hereof at such place and time as the parties may agree in
writing (such time and date being referred to herein as the "Closing
Date").
          3.   Representations and Warranties of Selling
Securityholders.  Each Selling Securityholder severally, and not
jointly, represents and warrants to Buyer as follows:
               3.1  Title to the Company Securities.  Except as set
forth on Schedule 3.1, as of the date hereof, such Selling
Securityholder owns of record, free and clear of any Lien, such
Company Securities set forth opposite such Selling Stockholder's name
on Exhibit A hereto.
               3.2  Title to the Recap Company Securities.  As of the
Closing Date and assuming the consummation of the Recapitalization in
accordance with the Merger Agreement, such Selling Securityholder
shall own of record, free and clear of any Lien, such Recap Company
Securities set forth opposite such Selling Stockholder's name on
Exhibit B hereto.  Any Liens set forth on Schedule 3.1 regarding such
Selling Stockholder's Company Securities shall no longer be in effect
as of the Closing Date.
<PAGE>
               3.3  Title to the Sale Securities.  As of the Closing
Date and assuming the consummation of the Recapitalization in
accordance with the Merger Agreement, such Selling Securityholder
shall own of record, free and clear of any Lien, such Sale Securities
set forth opposite such Selling Stockholder's name on Exhibit C
hereto, and, upon delivery of and payment for such Sale Securities by
Buyer as herein provided, such Selling Securityholder will convey to
Buyer good and valid title thereto, free and clear of any Lien.  Any
Liens set forth on Schedule 3.1 regarding such Selling Stockholder's
Sale Securities shall no longer be in effect as of the Closing Date.
<PAGE>
               3.4  Authority to Execute and Perform Agreement.  Such
Selling Securityholder has the full legal right, power and all
authority required to enter into, execute and deliver this Agreement
and to perform fully such Selling Securityholder's obligations
hereunder.  This Agreement has been duly executed and delivered by
such Selling Securityholder and (assuming the due authorization,
execution and delivery hereof by Buyer) is a legal, valid and binding
obligation of such Selling Securityholder enforceable against such
Selling Securityholder in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws affecting creditors' rights and to general equity
principles (regardless of whether enforcement is sought in a
proceeding at law or in equity).
               3.5  Noncontravention.  Except as set forth on Schedule
3.5, the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by such Selling
Securityholder will not
<PAGE>
(i) contravene such Selling Securityholder's charter, articles or
certificate of incorporation or by-laws, as applicable; (ii) violate,
or cause such Selling Securityholder to be in default under, any
provision of law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award in effect having applicability to such
Selling Securityholder; (iii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other
agreement, lease or instrument to which such Selling Securityholder is
a party or by which it or its properties may be bound or affected; or
(iv) result in, or require, the creation or imposition of any Lien
upon or with respect to any of the properties now owned by such
Selling Securityholder.
               3.6  Representations and Warranties on Closing Date. 
The representations and warranties of such Selling Stockholder
contained in this Article 3 shall be true and correct on and as of the
Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing
Date.
          4.   Representations and Warranties of Buyer.  Buyer
represents and warrants to each Selling Securityholder as follows:
               4.1  Authority to Execute and Perform Agreement.  Buyer
has the full legal right, power and all authority required to enter
into, execute and deliver this Agreement and to perform fully Buyer's
obligations hereunder.  This Agreement has been duly executed and
delivered by Buyer and (assuming the due authorization, execution and
delivery hereof by the Selling Securityholders) is a legal, valid and
binding obligation of Buyer enforceable against Buyer in accordance
with its 
<PAGE>
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors'
rights and to general equity principles (regardless of whether
enforcement is sought in a proceeding at law or in equity).
               4.2  Noncontravention.  Except as set forth on Schedule
4.2, the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by Buyer will not
(i) contravene Buyer's charter, articles or certificate of
incorporation or by-laws; (ii) violate, or cause Buyer to be in
default under, any provision of law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award in effect having
applicability to Buyer; (iii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other
agreement, lease or instrument to which Buyer is a party or by which
it or its properties may be bound or affected; or result in, or
require, the creation or imposition of any Lien upon or with respect
to any of the properties now owned by Buyer.
          5.   Conditions Precedent to the Obligation of Buyer to
Close.  The obligation of Buyer to enter into and complete the Closing
is subject, at the option of Buyer, to the fulfillment on or prior to
the Closing Date of the following conditions, any one or more of which
may be waived by it:
               5.1  Consummation of the Merger.  All conditions
precedent to the consummation of the Merger shall have been fulfilled
by the parties to the Merger Agreement.
<PAGE>
               5.2  Representations and Warranties.  The
representations and warranties of the Selling Securityholders
contained in this Agreement shall be true and correct on and as of the
Closing Date with the same force and effect as though made on
   and as of the Closing Date.
          6.   Conditions Precedent to the Obligation of the Selling
Securityholders to Close.  The obligation of each of the Selling
Securityholders to enter   into and complete the Closing is subject,
at the option of such Selling Securityholder, to the fulfillment on or
prior to the Closing Date of the following conditions, any one or more
of which may be waived by it:
               6.1  Consummation of the Merger.  All conditions
precedent to the consummation of the Merger shall have been fulfilled
by the parties to the Merger Agreement, the Buyer shall in good faith
expect the Effective Time under the Merger Agreement to occur
immediately after the Closing hereunder and no amendment or other
modification to the Merger Agreement shall have been made which would
increase the merger consideration thereunder or otherwise adversely
affect the rights of any of the Selling Securityholders hereunder.
               6.2  Shareholders' Agreement.  The Shareholders'
Agreement, dated as of March 20, 1995, among the Company, Morton
Metalcraft Co., William D. Morton and the Purchasers (as defined
therein) party thereto shall have been terminated simultaneously with
the Closing of this Agreement.
               6.3  Shareholders' Agreement.  The Shareholders'
Agreement, dated as of January 25, 1995, as amended as of July 11,
1997, among the Company, Morton Metalcraft Co., William D. Morton and
the Noteholders (as 
<PAGE>
defined therein) party thereto shall have been terminated 
simultaneously with the Closing of this Agreement.
               6.4  Representations and Warranties.  The
representations and warranties of Buyer contained in this Agreement
shall be true and correct on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date.
               6.5  Recapitalization.  The Recapitalization shall have
been consummated by the Company and as a result thereof the Company's
capital structure shall be as set forth on Exhibit B hereto.
               6.6  Prepayment of Certain Debt of the Company.  On or
immediately after the Closing Date, the Company shall have prepaid the
indebtedness owed to each of Connecticut General Life Insurance
Company ("CGLIC"), as beneficial owner (CIG & CO. being the registered
owner) and CIGNA Mezzanine Partners III, L.P. ("CMP"; CMP and CGLIC
collectively being referred to as, "CIGNA"), as beneficial owner (CIG
& CO. being the registered owner) pursuant to the Company's 11.50%
Senior Notes due January 31, 2005 (the "CIGNA Notes"), in the
aggregate outstanding principal amount of $25,000,000 such prepayment
being accompanied with a prepayment premium of $250,000, all accrued
and unpaid interest due on the CIGNA Notes on the Closing Date and all
other amounts due and owing under those separate Note Purchase
Agreements, dated as of January 25, 1997, between the Company and each
of CGLIC and CMP, and the Company and Buyer shall have taken or caused
to be taken all actions required to be taken by each of them on or
immediately after the 
<PAGE>
Closing Date pursuant to that certain Note Redemption Agreement, dated
as of October 20, 1997, between, the Company, Morton Metalcraft Co.,
Buyer and CIGNA.
          7.   Covenants.
               7.1  Reasonable Best Efforts.  Subject to the terms and
conditions herein provided, each of the parties hereto agrees to use
its reasonable best efforts (to the extent within the control of any
party hereto) to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable to
consummate and make effective as promptly as practicable the
transactions contemplated by the Merger Agreement.
               7.2  Survival of Representations and Warranties of the
Selling Securityholders After Closing.  Notwithstanding any right of
Buyer to investigate and notwithstanding any knowledge of facts
determined or determinable by Buyer pursuant to such investigation or
right of investigation, Buyer has the right to rely fully upon the
representations and warranties of the Selling Securityholders
contained in this Agreement. Notwithstanding any waiver by Buyer of
any condition precedent to its obligation to close, all
representations and warranties shall survive the execution and
delivery of this Agreement and the Closing hereunder. 
               7.3  Survival of Representations and Warranties of
Buyer After Closing.  Notwithstanding any right of the Selling
Securityholders to investigate and notwithstanding any knowledge of
facts determined or determinable by the Selling Securityholders
pursuant to such investigation or right of investigation, the Selling
Securityholders have the right to rely fully upon the representations
and warranties of Buyer contained in this Agreement.  Notwithstanding
any waiver by the Selling
<PAGE>
Securityholders of any condition precedent to its obligation to close,
all representations and warranties shall survive the execution and
delivery of this Agreement and the Closing hereunder. 
               7.4  Selling Securityholder Restrictions.  Each Selling
Securityholder hereby agrees to waive all restrictions (whether
transfer or otherwise) applicable to the shares of such Selling
Securityholder to the extent necessary to facilitate the consummation
of the transactions contemplated by this Agreement.  Each Selling
Securityholder hereby further agrees that any agreements containing
any such restrictions as they apply to the Sale Securities shall
terminate upon the consummation of the transaction contemplated by
this Agreement.
          8.   Indemnification.
               8.1  Indemnification by Selling Securityholders.  Each
Selling Securityholder hereby agrees that such Selling Securityholder
shall be severally, and not jointly, liable to and shall indemnify,
defend and hold harmless Buyer, its Affiliates (including the
Surviving Corporation) and their respective directors, officers,
employees, Affiliates, successors and assigns pursuant to this
Agreement from and against any and all loss, cost, damage or expense
(including reasonable fees of counsel) whatsoever based upon, arising
out of or otherwise resulting from any breach of any representation or
warranty of such Selling Securityholder, or breach of any covenant or
obligation of such Selling Securityholder or enforcement by Buyer of
its rights agasint such Selling Securityholders hereunder, in either
case, contained in this Agreement.  Nothing in the Limited
Indemnification Agreement, dated October 17, 1997 (the 
"Indemnification 
<PAGE>
Agreement"), among Buyer and certain of the Selling Securityholders
shall limit the general liability of Selling Securityholders under
this Agreement.
               8.2  Indemnification by Buyer.  Buyer hereby agrees
that Buyer shall be liable to and shall indemnify, defend and hold
harmless each Selling Securityholder, its Affiliates and their
respective directors, officers, employees, Affiliates, successors and
assigns pursuant to this Agreement from and against any and all loss,
cost, damage or expense (including reasonable fees of counsel)
whatsoever based upon, arising out of or otherwise resulting from any
breach of any representation or warranty of Buyer, or breach of any
covenant or obligation of Buyer or enforcement by any Selling
Securityholder of its rights hereunder, in either case, contained in
this Agreement. Nothing in the Limited Indemnification Agreement shall
limit the general liability of Buyer under this Agreement.
          9.   Additional Parties.  The parties to this Agreement
agree that additional Selling Securityholders ("Additional Selling
Securityholders") may be added as parties to this Agreement prior to
the Closing by such Additional Selling Securityholders agreeing in
writing to be bound by the provisions of this Agreement, such addition
to be made without the necessity of any action by the parties hereto.
          10.  Termination of Agreement.
               This Agreement shall terminate prior to the Closing as
follows:
                               (a)      upon the termination of the
Merger Agreement; or
                               (b)      at any time on or prior to the
Closing Date, by mutual written consent of the Selling Securityholders
and Buyer.
<PAGE>
          If this Agreement is terminated as provided herein no party
hereto shall have any liability or further obligation to any other
party under the terms of this Agreement except for the intentional or
willful violation of, or willful misstatement contained in, the
representations and warranties of such parties contained in this
Agreement.
          11.  Miscellaneous.
               11.1  Certain Definitions.  (a) As used in this 
Agreement, the following terms have the following meanings:
                     (i)  "Affiliate" means, with respect to any
Person, any other Person controlling, controlled by or under common
control with, or the parents, spouse, lineal descendants or
beneficiaries of, such Person.
                     (ii) "Lien" means any lien, pledge, mortgage,
security interest, claim, lease, charge, option, right of first
refusal, easement, servitude, transfer restriction under any
shareholder or similar agreement, encumbrance or any other restriction
or limitation whatsoever (other than restrictions imposed by
applicable securities laws).
                     (iii) "Person" means any individual, corporation,
limited liability company, partnership, firm, joint venture,
association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.
               11.2  Notices.  Any notice or other communication
required or permitted hereunder shall be in writing and shall be
delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage
prepaid.  Any such notice shall be deemed given when so delivered
personally,
<PAGE>
telegraphed, telexed or sent by facsimile transmission or, if mailed,
five days after the date of deposit in the United States mails, as
follows:
                       (a)    if to Buyer, to:
   
                       MLX Corp.
                       1000 Center Place
                       Norcross, Georgia  30093
                       Attention:  Thomas C. Waggoner
                       Telecopy:   (770) 798-0633
   
   
                       with a copy to:
   
                       Paul, Weiss, Rifkind, Wharton &
                         Garrison
                       1285 Avenue of the Americas
                       New York, New York  10019-6064
                       Attention:  Robert M. Hirsh, Esq.
                       Facsimile:  (212) 757-3990
   
                       (b)    if to a Selling Securityholder, to the
                       address set forth on Exhibit D hereto.
   
   
Any party may by notice given in accordance with this Section to the
other parties designate another address or Person for receipt of
notices hereunder.
               11.3  Entire Agreement.  This Agreement contains the
entire agreement among the parties with respect to the purchase of the
Sale Securities and supersedes all prior agreements, written or oral,
with respect thereto.
               11.4  Waivers and Amendments.  This Agreement may be
amended, superseded, canceled, renewed or extended, and the terms
hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. 
No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any
<PAGE>
waiver on the part of any party of any such right, power or privilege,
nor any single or partial exercise of any such right, power or
privilege, preclude any further exercise thereof or the exercise of
any other such right, power or privilege.
               11.5  Governing Law.  This Agreement shall be governed
and construed in accordance with the laws of the State of Delaware.
               11.6  Binding Effect; No Assignment.  This Agreement
shall be binding upon and inure to the benefit of the parties and
their respective successors and legal representatives.  This Agreement
is not assignable, except that Buyer may assign its rights hereunder
to any of its Affiliates.
               11.7  Variations in Pronouns.  All pronouns and any
variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require.
               11.8  Counterparts.  This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument.  Each
counterpart may consist of a number of copies hereof each signed by
less than all, but together signed by all of the parties hereto.
               11.9   Headings.  The headings in this Agreement are
for reference only, and shall not affect the interpretation of this
Agreement.
               11.10  Severability of Provisions.  If any provision or
any portion of any provision of this Agreement, or the application of
any such provision or any portion thereof to any Person or
circumstance, shall be held invalid or unenforceable, the remaining
portion of such provision and the remaining provisions of this
Agreement, 
<PAGE>
and the application of such provision or portion of such provision as
is held invalid or unenforceable to Persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not
be affected thereby.
PAGE
<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
   
                         MLX CORP.
   
   
   
                         By:                                         
                               Name:
                               Title:
   
   
   
                                                                       

                               William D. Morton
   
   
   
                                                                       

                               Brian L. Geiger
   
   
   
                                                                       

                               Daryl R. Lindemann
   
   
   
                                                                       

                               Brian R. Doolittle
   
   
   
                                                                       

                               David M. Stratton
     <PAGE>
 
          IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
   
   
   
                                                                       

                               Mark W. Mealy
   
   
   
                                                                       

                               Reid G. Leggett
   
   
   
                                                                       

                               Frederic H. Garner
   
   
   
                                                                       
                               Katherine D. Garner
   
   
   
                                                                       

                               Edward P. Imbrogno
   
   
   
                                                                       

                               Thomas L. Temple
   
   
   
                                                                       

                               Stephen E. Cummings
   
   
   
                                                                       

                               John T. Johnston III
<PAGE>   
   
          IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
   
   
   
   
                                                                       

                               Robert G. Calton III
   
   
   
                                                                       

                               Kelly L. Katterhagen
   
   
   
                                                                       

                               William A. Morrisett
   
   
   
                                                                       

                               Matthew S. Rankowitz
   
   
   
                                                                       

                               John H. Grigg
   
   
   
                                                                       

                               Shannon G. Smith
   <PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
   
   
   
   
                                                                       

                               Nancy B. Conner
   
   
   
                                                                       

                               Charles H. Conner, Jr.
   
   
   
                                                                       

                               Charles H. Conner, Jr., as
                               custodian for Lindsay A. Conner
   
   
   
                                                                       

                               Charles H. Conner, Jr., as
                               custodian for Bryan B. Conner
   <PAGE>

                            Schedule 3.1
                                Liens
                                  
                   Outstanding Options to Purchase


     1.   Warrant Agreement dated January 25, 1995, between Morton
Metalcraft Holding Co. and Connecticut General Life Insurance Company
and Cigna Mezzanine Partners III, L.P., as amended July 11, 1997, for
72,000 shares of common stock.

     2.   Executive Stock Option Agreement between Morton Metalcraft
Holding Co. And William D. Morton dated February 15, 1995, as amended
on October 8, 1997, for 7,000 shares of the Company.

     3.   Executive Stock Option Agreement between Morton Metalcraft
Holding Co. And Brian L. Geiger dated August 31, 1989, as amended on
February 15, 1995, for 9,000 shares of the Company.

     4.   Executive Stock Option Agreement between Morton Metalcraft
Holding Co. And Daryl R. Lindemann dated September 7, 1990, as amended
on February 15, 1995, for 9,000 shares of the Company.

     5.   Executive Stock Option Agreement between Morton Metalcraft
Holding Co. and Brian R. Doolittle dated July 13, 1992, as amended on
February 15, 1995, for 9,000 shares of the Company.

     6.   Executive Stock Option Agreement between Morton Metalcraft
Holding Co. and David M. Stratton dated August 31, 1989, as amended on
February 15, 1995, for 9,000 shares of the Company.

     7.   Executive Stock Option Agreement between Morton Metalcraft
Holding Co., William D. Morton and Robert J. Janeczko dated May 8,
1995, as amended on October 8, 1997, for 5,000 shares of the Company.

     8.   Amended and Restated Director Option Agreement dated
February 15, 1995, between Morton Metalcraft Holding Co., William D.
Morton and Fred W. Broling for 30,000 shares of the Company.

                 Outstanding Shareholder Agreements.

     1.   Shareholders' Agreement dated as of March 20, 1995, among
Morton Metalcraft Holding Co., Morton Metalcraft Co., William D.
Morton and listed Purchasers.

     2.   Shareholders' Agreement dated as of January 25, 1995, among
Morton Metalcraft Holding Co., Morton Metalcraft Co., Connecticut
General Life Insurance Company, Cigna Mezzanine Partners III, L.P., as
amended July 11, 1997.
<PAGE>
             Bowles Hollowell Conner & Co. shareholders


     1.   Purchaser Representative Agreement dated as of March 20,
1995, among Charles Conner, Mark W. Mealy, Edward P. Imbrogno, and the
other listed Purchasers.
<PAGE>
                            Schedule 3.5
                              Defaults

     1.   Note and Warrant Purchase Agreements dated January 25, 1995,
by and among Morton Metalcraft Co., Morton Metalcraft Holding Co.,
Connecticut General Life Insurance Company and Cigna Mezzanine
Partners III, L.P., as amended July 11, 1997, adding Morton Metalcraft
Co. of North Carolina.

     2.   Loan and Security Agreement dated as of January 31, 1995,
between Morton Metalcraft Co. and Barclays Business Credit, Inc., as
amended by the First Amendment dated December 15, 1995, and as further
amended by the Second Amendment dated July 11, 1997, noting Fleet
Capital Corporation as successor-in-interest to Barclays and adding
Morton Metalcraft Co. of North Carolina.

     3.   Warrant Agreement dated January 25, 1995, between Morton
Metalcraft Holding Co. and Connecticut General Life Insurance Company
and Cigna Mezzanine Partners III, L.P., as amended July 11, 1997, for
72,000 shares of common stock.

     4.   Shareholders' Agreement dated as of March 20, 1995, among
Morton Metalcraft Holding Co., Morton Metalcraft Co., William D.
Morton and listed Purchasers.

     5.   Shareholders' Agreement dated as of January 25, 1995, among
Morton Metalcraft Holding Co., Morton Metalcraft Co., Connecticut
General Life Insurance Company, Cigna Mezzanine Partners III, L.P., as
amended July 11, 1997.

     6.   Stock Option Agreements 2 through 8 listed on Schedule 3.1
to the Securities Purchase Agreement.


     7.   Purchaser Representative Agreement dated as of March 20,
1995, among Charles Conner, Mark W. Mealy, Edward P. Imbrogno, and the
other listed Purchasers.
<PAGE>


                        Schedule 4.2
                      Non-contravention
   
   
      None.
<PAGE>
                              EXHIBIT A

                       Selling Securityholders

<TABLE>
Person                                   Shares Owned            Options Owned[superscript 1]    Warrants Owned
<S>                                        <C>                      <C>                            <C>
William D. Morton                          174,000                                             
Mark W. Mealy                                6,840                                                 
Nancy B. Conner                              2,160                                             
Charles H. Conner, Jr.                       2,160                                             
Charles H. Conner, Jr.,
  as custodian for
  Lindsay A. Conner                          2,160                                             
Charles H. Conner, Jr.,
  as custodian for
  Bryan B. Conner                            2,160                                             
Reid G. Legget                               5,760                                             
Frederic H. Garner                           1,200                                             
Katherine D. Garner                          1,200                                             
Edward P. Imbrogno                           1,800                                             
Thomas L. Temple                             1,800                                             
Stephen E. Cummings                          1,200                                             
John T. Johnston III                         1,200                                             
Robert G. Calton III                         1,200                                             
Kelly L. Katterhagen                         1,200                                             
William A. Morrisett                         1,200                                             
Matthew S. Rankowitz                         1,200                                             
John H. Grigg                                  960                                             
Shannon G. Smith                               600                                             
Brian L. Geiger                                                      9,000                      
Daryl R. Lindemann                                                   9,000                             
Brian R. Doolittle                                                   9,000                             
David M. Stratton                                                    9,000                        
Connecticut General Life
  Insurance Company, as
  beneficial owner (with
  CIG & CO being
  registered owner)                                                                                23,791.56
Cigna Mezzanine Partners
  III, L.P., as
  beneficial owner (with
  CIG & CO being
  registered owner)                                                                                48,205.44
                                           -------                  ------                         ---------
TOTAL                                      210,000                  43,000                            72,000
</TABLE>
[superscript 1] Fred W. Boling and Robert J. Janeczko hold 30,000 and
5,000 options, respectively, but are not Selling Securityholders.
<PAGE>
                              EXHIBIT B
                                  
               Recap Company Selling Securityholders

<TABLE>
                                          Shares of       Shares of
                                           Class A         Class B      Options                   Warrants
Person                                   Stock Owned     Stock Owned     Owned[superscript 1]       Owned
<S>                                        <C>              <C>         <C>                        <C>
William D. Morton                          1,511,111       100,000        64,815                          
Mark W. Mealy,                                63,333
Nancy B. Conner                               20,000
Charles H. Conner, Jr.                        20,000
Charles H. Conner, Jr.,
  as custodian for
  Lindsay A. Conner                           20,000
Charles H. Conner, Jr.,
  as custodian for
  Bryan B. Conner                             20,000
Reid G. Legget                                53,333
Frederic H. Garner                            11,111
Katherine D. Garner                           11,111
Edward P. Imbrogno                            16,667
Thomas L. Temple                              16,667
Stephen E. Cummings                           11,111
John T. Johnston III                          11,111
Robert G. Calton III                          11,111
Kelly L. Katterhagen                          11,111
William A. Morrisett                          11,111
Matthew S. Rankowitz                          11,111
John H. Grigg                                  8,889
Shannon G. Smith                               5,556
Brian L. Geiger                                                          83,333
Daryl R. Lindemann                                                       83,333
Brian R. Doolittle                                                       83,333
David M. Stratton                                                        83,333
Connecticut General Life
  Insurance Company, as
  beneficial owner (with
  CIG & CO being
  registered owner)                                                                                220,320
Cigna Mezzanine Partners
  III, L.P., as
  beneficial owner (with
  CIG & CO being
  registered owner)                                                                                446,347
                                           ---------       -------       -------                   -------
TOTAL                                      1,844,444       100,000       398,147                   666,667
</TABLE>
[superscript 1] Fred W. Boling and Robert J. Janeczko hold 277,778 and
46,296 options, respectively, following the recapitalization, but are 
not Selling Securityholders.
<PAGE>

                              EXHIBIT C
                                  
                  Sale of Recap Company Securities

<TABLE>
                                          Shares of
                                           Class A         Options      Warrants      Purchase
Person                                    Stock Sold        Sold          Sold         Price[superscript 1]
<S>                                        <C>              <C>         <C>          <C>
William D. Morton                          292,121                                    4,381,820
Mark W. Mealy,                              50,000                                      750,000
Nancy B. Conner                             20,000                                      300,000
Charles H. Conner, Jr.                      20,000                                      300,000
Charles H. Conner, Jr.,
  as custodian for
  Lindsay A. Conner                         20,000                                      300,000
Charles H. Conner, Jr.,
  as custodian for
  Bryan B. Conner                           20,000                                      300,000
Reid G. Legget                              53,333                                      799,995
Frederic H. Garner                          11,111                                      166,665
Katherine D. Garner                         11,111                                      166,665
Edward P. Imbrogno                          16,667                                      250,005
Thomas L. Temple                            16,667                                      250,005
Stephen E. Cummings                         11,111                                      166,665
John T. Johnston III                        11,111                                      166,665
Robert G. Calton III                        11,111                                      166,665
Kelly L. Katterhagen                        11,111                                      166,665
William A. Morrisett                        11,111                                      166,665
Matthew S. Rankowitz                        11,111                                      166,665
John H. Grigg                                8,889                                      133,335
Shannon G. Smith                             5,556                                       83,340
Brian L. Geiger                                             13,636                      203,072
Daryl R. Lindemann                                          13,636                      203,072
Brian R. Doolittle                                          13,636                      201,600
David M. Stratton                                           13,636                      203,072
Connecticut General Life
  Insurance Company, as
  beneficial owner (with
  CIG & CO being
  registered owner)                                                     220,320       3,304,324
Cigna Mezzanine Partners
  III, L.P., as
  beneficial owner (with
  CIG & CO being
  registered owner)                                                     446,347       6,694,236
                                           -------          ------      -------      ----------
TOTAL                                      612,121          54,544      666,667      19,991,196
</TABLE>

     [superscript 1] The numbers in this column are based upon the
calculations provided by Rob Wright on October 14, 1997.
<PAGE>

   
   
                          EXHIBIT D
   
       Names and Addresses of Selling Securityholders
   
   
   
   Person                                  Address
   
   
   
William D. Morton                    2660 North Morton Avenue
                                     Morton, IL  61550
   
   
Mark W. Mealy                        227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Nancy B. Connor                      227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Charles H. Conner, Jr.               227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Lindsay A. Conner                    227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Bryan B. Conner                      227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Reid G. Leggett                      227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Frederic H. Garner                   227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Katherine D. Garner                  227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Edward P. Imbrogno                   227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Thomas L. Temple                     227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Stephen E. Cummings                  227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
     
   
John T. Johnston III                 227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Robert G. Calton III                 227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
<PAGE>   
   
   
   
Kelly L. Katterhagen                 227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
William A. Morrisett                 227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Matthew S. Rankowitz                 227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
John H. Grigg                        227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Shannon G. Smith                     227 West Trade Street, Suite 2400
                                     Charlotte, NC  28202
   
   
Brian L. Geiger                      29501 Allentown Road
                                     Mackinaw, IL  61755
   
   
Daryl R. Lindemann                   52 Maple Ridge Drive
                                     Morton, IL  61550
   
   
Brian R. Doolittle                   86 Maple Ridge Drive
                                     Morton, IL  61550
   
   
David M. Stratton                    c/o Morton Metalcraft Co., Inc.
                                     2080 East Williams Street
                                     P.O. Box 918
                                     Apex, NC  27502
   
   
Connecticut General Life Insurance   CIG & Co.
  Company, as beneficial owner       c/o CIGNA Investments, Inc.
  (with CIG & CO being registered    900 Cottage Grove Road
  owner)                             Hartford, CT  06152-2206
                                     ATTN:  Securities Accounting
S-206
   
   
Cigna Mezzanine Partners III, L.P.,  CIG & Co.
  as beneficial owner (with CIG      c/o CIGNA Investments, Inc.
  & CO being registered owner)       900 Cottage Grove Road
                                     Hartford, CT  06152-2206
                                     ATTN:  Securities Accounting
S-206
<PAGE>