Exhibit 2

Pursuant to Item 601(b)(2) of Regulation S-K, Liqui-Box Corporation hereby agrees to furnish supplementally a copy of any omitted schedule to the attached
Exhibit 2-Agreement and Plan of Merger to the Securities and Exchange Commission (the "Commission") upon request of the Commission.

| |  | By: |  | /s/STEWART M. GRAVESStewart M. Graves PresidentLiqui-Box Corporation
| |  | --- |  | --------------------------------------------------------------------

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Exhibit (2)

AGREEMENT AND PLAN OF MERGER    among    LIQUI-BOX CORPORATION,    ENHANCE PACKAGING TECHNOLOGIES INC.    and    EPT NEWCO, INC.    Dated as of
March 25, 2002

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Table of Contents    ARTICLE I  Definitions    ARTICLE II  The Merger; Closing; Effective Time

|Section                                                                                    |  | Page                                                                  
|------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------
|2.1                                                                                        |  | The Merger                                                            
|2.2                                                                                        |  | Closing                                                               
|2.3                                                                                        |  | Effective Time                                                        
|ARTICLE III
Articles of Incorporation and Code of Regulations of the Surviving Corporation
|3.1                                                                                        |  | The Articles of Incorporation                                         
|3.2                                                                                        |  | The Code of Regulations                                               
|ARTICLE IV
Officers and Directors of the Surviving Corporation                            
|4.1                                                                                        |  | Directors                                                             
|4.2                                                                                        |  | Officers                                                              
|ARTICLE V
Effect of the Merger on Outstanding Securities; Exchange of Certificates        
|5.1                                                                                        |  | Effect on Outstanding Securities                                      
|5.2                                                                                        |  | Surrender and Payment                                                 
|5.3                                                                                        |  | Adjustment of Price Per Share                                         
|ARTICLE VI
Representations and Warranties                                                 
|6.1                                                                                        |  | Representations and Warranties of the Company                         
|6.2                                                                                        |  | Representations and Warranties of the Parent and the Merger Subsidiary
|ARTICLE VII
Covenants                                                                     
|7.1                                                                                        |  | Company Interim Operations                                            
|7.2                                                                                        |  | Acquisition Proposals                                                 
|7.3                                                                                        |  | Company Shareholder Approval; Proxy Statement                         
|7.4                                                                                        |  | Approvals and Consents; Cooperation                                   
|7.5                                                                                        |  | Filings; Other Actions; Notification                                  
|7.6                                                                                        |  | Access                                                                
|7.7                                                                                        |  | Delisting; De-registration                                            
|                                                                                           |  |                                                                       

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|7.8                                 |  | Publicity                                                             |  | 28
|----------------------------------- |  | --------------------------------------------------------------------- |  | --
|7.9                                 |  | Benefits                                                              |  | 28
|7.10                                |  | Expenses                                                              |  | 29
|7.11                                |  | Indemnification                                                       |  | 29
|7.12                                |  | Antitakeover Statutes                                                 |  | 30
|7.13                                |  | Release of Company Guarantees                                         |  | 30
|7.14                                |  | Sale of Certain Items                                                 |  | 30
|7.15                                |  | Title to Real Property                                                |  | 30
|ARTICLE VIII
Conditions            
|8.1                                 |  | Conditions to the Obligations of the Parent and the Merger Subsidiary |  | 30
|8.2                                 |  | Conditions to the Obligations of the Company                          |  | 31
|ARTICLE IX
Termination             
|9.1                                 |  | Termination by Mutual Consent                                         |  | 31
|9.2                                 |  | Termination by Either the Parent or the Company                       |  | 31
|9.3                                 |  | Termination by the Company                                            |  | 32
|9.4                                 |  | Termination by the Parent                                             |  | 32
|9.5                                 |  | Effect of Termination and Abandonment                                 |  | 33
|ARTICLE X
Miscellaneous and General
|10.1                                |  | Survival                                                              |  | 34
|10.2                                |  | Modification or Amendment                                             |  | 34
|10.3                                |  | Waiver of Conditions                                                  |  | 34
|10.4                                |  | Counterparts                                                          |  | 34
|10.5                                |  | GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL                         |  | 34
|10.6                                |  | Notices                                                               |  | 35
|10.7                                |  | Entire Agreement                                                      |  | 36
|10.8                                |  | No Third Party Beneficiaries                                          |  | 36
|10.9                                |  | Obligations of the Parent and of the Company                          |  | 36
|10.10                               |  | Severability                                                          |  | 36
|10.11                               |  | Specific Performance                                                  |  | 36
|10.12                               |  | Interpretation                                                        |  | 36
|10.13                               |  | Assignment                                                            |  | 36

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Schedules and Exhibits

|Schedule 6.1(a) |  | Organization, Good Standing and Qualification
|--------------- |  | ---------------------------------------------
|Schedule 6.1(b) |  | Capital Structure                            
|Schedule 6.1(d) |  | Governmental Filings; No Violations          
|Schedule 6.1(j) |  | Absence of Certain Changes                   
|Schedule 6.1(k) |  | Company Reports; Financial Statements        
|Schedule 6.1(l) |  | Litigation and Liabilities                   
|Schedule 6.1(n) |  | Certain Agreements                           
|Schedule 6.1(o) |  | Taxation                                     
|Schedule 6.1(p) |  | Employee Benefits                            
|Schedule 6.1(q) |  | Labor Matters                                
|Schedule 6.1(r) |  | Environmental Matters                        
|Schedule 6.1(s) |  | Intellectual Property                        
|Schedule 6.1(t) |  | Certain Regulatory Matters                   
|Schedule 6.1(u) |  | Real and Personal Property                   
|Schedule 6.1(x) |  | Employment and Non-Compete Agreements        
|Schedule 7.1    |  | Company Interim Operations                   
|Schedule 7.14   |  | Sale of Certain Items                        

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 25, 2002, (this "Agreement"), among Liqui-Box Corporation, an Ohio corporation (the
"Company"), Enhance Packaging Technologies Inc., a Canadian corporation (the "Parent"), and EPT Newco, Inc., an Ohio corporation and a wholly owned subsidiary of the Parent (the "Merger
Subsidiary").

RECITALS

WHEREAS, the respective boards of directors of the Parent, the Merger Subsidiary and the Company have each approved the Merger (as defined herein) and have
determined that it is in the best interests of their respective companies and shareholders for the Parent to acquire the Company upon the terms and subject to the conditions set forth herein;

WHEREAS,
the respective boards of directors of the Parent, the Merger Subsidiary and the Company have each approved the merger of the Merger Subsidiary into the Company, with the Company
surviving (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Ohio General Corporation Law (the "OGCL"), whereby each issued and
outstanding common share, without par value, of the Company (the "Common Stock"), except any shares of Common Stock owned directly or indirectly by the Parent or the Company or any of their respective
Subsidiaries or Parent Entities (as defined herein) (the "Excluded Shares") and any shares of Common Stock held by Persons (as defined herein) who object to the Merger and comply with all of the
provisions of Ohio law concerning the rights of shareholders to dissent from the Merger and require appraisal of their shares of Common Stock (the "Dissenting Shares"), will be converted into the
right to receive a price per share of U.S. $67.00 in cash (the "Price Per Share") upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS,
the board of directors of the Company has unanimously, with the exception of Samuel B. Davis and Samuel N. Davis, who abstained, approved this Agreement and the Merger, has
determined that the Merger is fair to and in the best interests of the Company's shareholders, has declared the Merger advisable and has resolved to recommend that the Company's shareholders adopt
this Agreement and approve the Merger;

WHEREAS,
contemporaneously with the execution and delivery of this Agreement, certain of the Company's shareholders are entering into an agreement with the Parent and the Merger
Subsidiary (the "Shareholders Agreement"), pursuant to which such shareholders are agreeing to take certain actions to support the transactions contemplated by this Agreement; and

WHEREAS,
contemporaneously with the execution and delivery of this Agreement, certain employees of the Company are entering into employment agreements and/or non-competition
agreements with the Company.

NOW,
THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:

ARTICLE I    Definitions

"Acquisition Proposal" has the meaning set forth in Section 7.2(b).

"Acquisition
Transaction" has the meaning set forth in Section 7.2(a).

"Adjusted
Working Capital" means total current assets and short term borrowings less total current liabilities and cash and cash equivalents.

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"Agreement"
has the meaning set forth in the Introductory Paragraph.

"Antitakeover
Statute" has the meaning set forth in Section 6.1(i).

"Articles"
has the meaning set forth in Section 3.1.

"Business
Day" has the meaning set forth in Section 2.2.

"Certificate"
has the meaning set forth in Section 5.1(a)(ii).

"Certificate
of Merger" has the meaning set forth in Section 2.3.

"Closing"
has the meaning set forth in Section 2.2.

"Closing
Date" has the meaning set forth in Section 2.2.

"COBRA"
has the meaning set forth in Section 6.1(p)(i).

"Code"
means the Internal Revenue Code of 1986, as amended.

"Common
Stock" has the meaning set forth in the Recitals.

"Company"
has the meaning set forth in the Introductory Paragraph.

"Company
ESOP" has the meaning set forth in Section 7.9(b).

"Company
Intellectual Property" has the meaning set forth in Section 6.1(s)(ii).

"Company
Material Adverse Effect" means any change in or effect on the business of the Company and its Subsidiaries that is materially adverse to the business, operations, results of
operations, assets (including intangible assets), capitalization, liabilities (contingent or otherwise), condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a
whole, including, but not limited to, (a) the loss of a significant customer, (b) the loss or impairment of the right to use any material Company Intellectual Property or (c) the
threat or commencement of significant or material litigation against the Company.

"Company
Material Contracts" has the meaning set forth in Section 6.1(n).

"Company
Option" has the meaning set forth in Section 6.1(b).

"Company
Owned IP" has the meaning set forth in Section 6.1(s)(i).

"Company
Reports" has the meaning set forth in Section 6.1(k).

"Company
Requisite Vote" has the meaning set forth in Section 6.1(c)(i).

"Company
Shareholders Meeting" has the meaning set forth in Section 7.3(a).

"Company
401(k)" has the meaning set forth in Section 7.9(b).

"Compensation
and Benefit Plans" has the meaning set forth in Section 6.1(p)(i).

"Contracts"
has the meaning set forth in Section 6.1(d)(ii).

"Controlled
Group Affiliate" means any trade or business (whether or not incorporated) that is a member of a "controlled group" of which the Company is a member or under "common control"
with the Company (within the meaning of Section 414(b), (c), (m) or (o) of the Code).

"Depositary"
has the meaning set forth in Section 5.2(a).

"Dissenting
Shares" has the meaning set forth in the Recitals.

"Effective
Time" has the meaning set forth in Section 2.3.

"Employees"
has the meaning set forth in Section 6.1(p)(i).

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"Environmental
Law" means each federal, state, local and foreign law, regulation, order, decree, permit, authorization, common law or agency requirement relating to pollution, protection
or preservation of public or employee health or the environment, including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata and natural resources, and
including, without limitation, each law, regulation, order, decree, permit, authorization, common law or agency requirement relating to emissions, discharges, releases or threatened releases of
Hazardous Substances, or otherwise relating to the generation, storage, treatment, containment (whether above ground or underground), disposal, transport or handling of Hazardous Substances, or the
preservation of the environment or mitigation of adverse effects thereon, each law, regulation, order, decree, permit, authorization, common law or agency requirement relating to noise, odor, indoor
air, employee exposure, wetlands, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance and each law, regulation, order, decree, permit,
authorization, common law or agency requirement with regard to record keeping, notification, disclosure and reporting requirements respecting Hazardous Substances. Environmental Law includes, but is
not limited to, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Occupational Health and Safety Act, the Safe Drinking Water
Act, the Hazardous Materials Transportation Act and the Emergency Planning and Community Right to Know Act.

"ERISA"
has the meaning set forth in Section 6.1(p)(i).

"Exchange
Act" has the meaning set forth in Section 2.2.

"Excluded
Shares" has the meaning set forth in the Recitals.

"FDA"
has the meaning set forth in Section 6.2(t)(i).

"Foreign
Merger Laws" has the meaning set forth in Section 6.1(d)(i).

"GAAP"
has the meaning set forth in Section 6.1(k).

"Governmental
Entity" has the meaning set forth in Section 6.1(d)(i).

"Hazardous
Substance" shall mean pollutants, contaminants, toxic or hazardous substances, materials and wastes, including, without limitation, any chemicals, petroleum or petroleum
products, asbestos or asbestos-containing materials, polychlorinated biphenyls, radioactive materials or radon, lead or lead-based paints, materials or plumbing, dioxins, persistent
bioaccumulative materials, pharmaceutical, biological and/or medical waste or materials or any other material regulated by or subject to Environmental Laws.

"HSR
Act" has the meaning set forth in Section 6.1(d)(i).

"Intellectual
Property Rights" has the meaning set forth in Section 6.1(s)(viii).

"Knowledge"
means, (a) with respect to an individual and a particular fact or other matter, such individual is actually aware of such fact or other matter after due inquiry; and
(b) with respect to a Person other than an individual and a particular fact or other matter, Samuel B. Davis, Samuel N. Davis, Stewart Graves, Marisa Bash, Peter Linn, Kim Spath, Sheffield
Sweet or Robert Valentine has, or at any time had, "Knowledge" of such fact or matter, as defined in (a).

"Laws"
has the meaning set forth in Section 6.1(m).

"Merger"
has the meaning set forth in the Recitals.

"Merger
Consideration" has the meaning set forth in Section 5.1(a)(ii).

"Merger
Subsidiary" has the meaning set forth in the Introductory Paragraph.

"OGCL"
has the meaning set forth in the Recitals.

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"Order"
has the meaning set forth in Section 8.1(f).

"Parent"
has the meaning set forth in the Introductory Paragraph.

"Parent
Entity" means any entity which owns or controls directly or indirectly at least fifty percent (50%) of the securities or ownership interests having by their terms ordinary voting
power to elect fifty percent (50%) of the board of directors of any Person.

"Payment
Fund" has the meaning set forth in Section 5.2(a).

"Pension
Plan" has the meaning set forth in Section 6.1(p)(ii).

"Person"
has the meaning set forth in Section 5.2(b).

"Plant
Managers" means Jeff Bradway, Sr., Scott Falwell, Gerry Ivy, Bob Johnson, Linda Cline, Lou Pershin, D.P. Saxena, Roger Schulz, Greg Skinner, Joe Valdez and Kenny Strauss.

"Preferred
Stock" has the meaning set forth in Section 6.1(b).

"Price
per Share" has the meaning set forth in the Recitals.

"Proxy
Statement" has the meaning set forth in Section 7.3(b).

"Regulations"
has the meaning set forth in Section 3.2.

"Regulatory
Agency" has the meaning set forth in Section 6.1(t)(i).

"SEC"
has the meaning set forth in Section 6.1(g).

"Shareholders
Agreement" has the meaning set forth in the Recitals.

"Special
Committee" means a special committee of the Board of Directors of the Company comprised entirely of non-management, independent directors.

"Stock
Plans" has the meaning set forth in Section 6.1(b).

"Subsidiary"
means, with respect to the Company, the Parent or the Merger Subsidiary, as the case may be, any entity of which at least fifty percent (50%) of the securities or ownership
interests having by their terms ordinary voting power to elect fifty percent (50%) of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled
by such party or by one or more of its respective Subsidiaries or by such party and any one or more of its respective Subsidiaries.

"Superior
Proposal" has the meaning set forth in Section 7.2(c).

"Surviving
Corporation" has the meaning set forth in Section 2.1.

"Taxes"
means any taxes of any kind, including but not limited to those on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits,
license, withholding, employment, payroll, premium, value added, property or windfall profits taxes, transfer taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever,
together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Entity.

"Tax
Return" means any return, report or statement required to be filed with any Governmental Entity with respect to Taxes.

"Third
Party Licenses" has the meaning set forth in Section 6.1(s)(i).

"Voting
Debt" has the meaning set forth in Section 6.1(b).

"Warning
Letter" has the meaning set forth in Section 6.1(t)(i).

"1990
Plan" has the meaning set forth in Section 6.1(b).

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ARTICLE II    The Merger; Closing; Effective Time

2.1The Merger.Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time
(as defined herein) the Merger Subsidiary shall be merged into the Company. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving
Corporation") and shall continue to be governed by the laws of the State of Ohio. The Merger shall have the effects specified in the OGCL.

2.2Closing.The closing of the Merger (the "Closing") shall take place (a) at the offices of Ballard
Spahr Andrews & Ingersoll, LLP, 1735 Market Street, Philadelphia, Pennsylvania at 10:00 a.m. on the second (2nd) business day (as defined in
Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) ("Business Day") following the satisfaction or waiver of all conditions to the
obligations of the parties to consummate the transactions contemplated hereby (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or
waiver of those conditions), or (b) at such other place and time and/or on such other date as the Parent and the Company may agree to in writing (the "Closing Date").

2.3Effective Time.At the Closing, the Company and the Merger Subsidiary will cause a Certificate of Merger
(the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Ohio as provided in Section 1701.01 of the OGCL. The Merger shall become
effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Ohio or, if agreed to by the Parent and the Company, such later time or date set
forth in the Certificate of Merger (the "Effective Time").

ARTICLE III    Articles of Incorporation and Code of Regulations of the Surviving Corporation

3.1The Articles of Incorporation.The articles of incorporation of the Company shall be amended as of the
Effective Time so that they are identical to the articles of incorporation of the Merger Subsidiary in effect immediately prior to the Effective Time, except that Article FIRST of the articles of
incorporation shall provide that the name of the Company shall be the name of the Surviving Corporation, and such articles of incorporation shall be the articles of incorporation of the Surviving
Corporation (the "Articles").

3.2The Code of Regulations.The code of regulations of the Company shall be amended as of the Effective Time so
that it is identical to the code of regulations of the Merger Subsidiary in effect immediately prior to the Effective Time, and such code of regulations shall be the code of regulations of the
Surviving Corporation (the "Regulations").

ARTICLE IV    Officers and Directors of the Surviving Corporation

4.1Directors.The directors of the Merger Subsidiary immediately prior to the Effective Time shall, from and
after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in
accordance with the Articles and the Regulations.

4.2Officers.The officers of the Merger Subsidiary immediately prior to the Effective Time shall, from and
after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in
accordance with the Articles and the Regulations.

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ARTICLE V    Effect of the Merger on Outstanding Securities; Exchange of Certificates

5.1Effect on Outstanding Securities.At the Effective Time, as a result of the Merger and without any action on
the part of the Company, the Parent, the Merger Subsidiary or any holder of any capital stock of the Company:





5.2Surrender and Payment.



6

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5.3Adjustment of Price Per Share.In the event that, subsequent to the date of this Agreement but prior to the
Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend,
subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Price per Share shall be appropriately adjusted.

ARTICLE VI    Representations and Warranties

6.1Representations and Warranties of the Company.The Company hereby represents and warrants to the Parent and
the Merger Subsidiary, except as set forth in the disclosure schedules delivered to the Parent and the Merger Subsidiary on the date of this Agreement and attached hereto, that, as of the date hereof
(or, if made as of a specified date, as of such date):



Schedule 6.1(a)
lists each Subsidiary of the Company and its jurisdiction of incorporation or formation. Except as set forth on Schedule 6.1(a), all of the outstanding
capital stock of, or other ownership interests in, each such Subsidiary is owned by the Company, directly or indirectly, free and clear of all pledges, claims, liens, charges, encumbrances and
security interests of any kind or nature whatsoever. Except for the equity or other ownership interests in its Subsidiaries and except as set forth on Schedule 6.1(a), the Company does not own,
directly or indirectly, an ownership interest in any corporation, partnership, joint venture or other entity.



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9

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10

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The
Company has made available to the Parent its unaudited financial statements for the fiscal year ended December 31, 2001. The balance sheet included in such financial
statements presents fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of December 31, 2001 and the statements of income and of changes
in financial position included in such financial statements present fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may
be, of the Company and its Subsidiaries for the fiscal year ended December 31, 2001 (except as otherwise noted therein), in each case in accordance with GAAP consistently applied during the
periods involved, except as may be noted therein. Since December 31, 2001, there has not been any material change to the level of working capital reflected in such financial statements, except
in the ordinary course of business.

As
of March 21, 2002, based on an analysis of the Company's books and records, the Company's Adjusted Working Capital and cash and cash equivalents, net of borrowings, were as set
forth on Schedule 6.1(k) and there has not been any material change in this amount, except in the ordinary of business.



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6.2Representations and Warranties of the Parent and the Merger Subsidiary.The Parent and the Merger Subsidiary
each hereby represent and warrant to the Company, except as set forth in the disclosure schedules delivered to the Company on the date of this Agreement and attached hereto, that, as of the date
hereof:



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ARTICLE VII    Covenants

7.1Company Interim Operations.The Company covenants and agrees as to itself and its Subsidiaries that, after
the date hereof and prior to the Effective Time, except as expressly

22

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contemplated by this Agreement or as set forth on Schedule 7.1 or except with the prior written consent of Parent, which consent shall not be unreasonably delayed, conditioned or withheld:



23

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7.2Acquisition Proposals.



24

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7.3Company Shareholder Approval; Proxy Statement.



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7.4Approvals and Consents; Cooperation.



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7.5Filings; Other Actions; Notification.



7.6Access.From the date hereof until the earlier of the Effective Time or the termination of this Agreement,
upon reasonable notice, the Company shall afford to the officers, employees, financial advisors, attorneys, accountants and other representatives of the Parent reasonable access to all of its and its
Subsidiaries' properties, books and records (including security position listings or other information concerning beneficial and record owners of the Company's securities), their Contracts or other
commitments and their officers, management employees and representatives and, during such period, the Company shall furnish promptly to the Parent, consistent with its obligations under this Agreement
and its other legal obligations, all information reasonably requested concerning its business, properties and personnel.

7.7Delisting; De-registration.The Surviving Corporation shall use commercially reasonable efforts
to cause the Shares to be delisted from the Nasdaq National Market and de-registered under the Exchange Act as soon as practicable following the Effective Time.

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7.8Publicity.The initial press release relating to this Agreement and the Merger shall be a joint press
release, the content of which shall be prepared by the Parent in consultation with the Company, and thereafter the Company shall consult with and obtain approval of the Parent prior to issuing any
press releases or otherwise making public statements with respect to the transactions contemplated by this Agreement and prior to making any filings with any Governmental Entity with respect to the
transactions contemplated by this Agreement; provided, however, that the Company may issue any press release or make any public statement or make any filing it believes in good faith is required by
applicable law or the rules and regulations of the SEC (in which case the Company will use its reasonable best efforts to give the Parent prior notice).

7.9Benefits.





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7.10Expenses.The Surviving Corporation shall pay all charges and expenses, including those of the Depositary,
in connection with the transactions contemplated in Article V. Except as otherwise provided in Section 9.5(b), whether or not the Merger is consummated, all costs and expenses incurred
in connection with this Agreement, the Shareholders Agreement and the Merger and the other transactions contemplated by this Agreement and the Shareholders Agreement shall be paid by the party
incurring such expense.

7.11Indemnification.



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7.12Antitakeover Statutes.If any Antitakeover Statute is or may become applicable to the Merger or the other
transactions contemplated by this Agreement or the Shareholders Agreement, each of the Parent and the Company and their respective boards of directors shall grant such approvals and take such lawful
actions as are reasonably practicable so that such transactions may be consummated as promptly
as practicable on the terms contemplated by this Agreement or the Shareholders Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on such
transactions; provided, however, that in no event shall the Parent be required to take any actions which, in its reasonable judgment, would subject it to undue burden or expense.

7.13Release of Company Guarantees.Prior to the Effective Time, the Company shall obtain releases of any
guarantees by the Company of loans to employees.

7.14Sale of Certain Items.Prior to the Effective Time, if so requested in writing by Samuel B. Davis, the
Company shall sell to Samuel B. Davis the items listed on Schedule 7.14 at their fair market value, as determined by independent appraisers selected by the Company, for cash due at the time of
such sale.

7.15Title to Real Property.Prior to the Effective Time, the Company shall execute and record the documents
necessary to establish title to the Worthington, Ohio property and the Ashland, Ohio property in the Company.

ARTICLE VIII    Conditions

8.1Conditions to the Obligations of the Parent and the Merger Subsidiary.The obligations of the Parent and the
Merger Subsidiary are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:



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8.2Conditions to the Obligations of the Company.The obligations of the Company are subject to the satisfaction
or waiver at or prior to the Closing of each of the following conditions:



ARTICLE IX    Termination

9.1Termination by Mutual Consent.This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Effective Time, whether before or after the approval by shareholders of the Company referred to in Section 8.1(a), by mutual written consent of the Company, the Parent and the
Merger Subsidiary.

9.2Termination by Either the Parent or the Company.This Agreement may be terminated and the Merger may be
abandoned at any time prior to the Effective Time by action of the Parent or the board of directors of the Company if:



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9.3Termination by the Company.This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Effective Time by action of the board of directors of the Company if:



9.4Termination by the Parent.This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Effective Time by action of the Parent if:



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9.5Effect of Termination and Abandonment.



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ARTICLE X    Miscellaneous and General

10.1Survival.This Article X and the agreements of the Company, the Parent and the Merger Subsidiary
contained in Articles II, III, IV and V and Sections 7.9 (Benefits), 7.10 (Expenses) and 7.11 (Indemnification) shall survive the consummation of the Merger. This Article X and the agreements
of the Company, the Parent and the Merger Subsidiary contained in Section 7.10 (Expenses), and Section 9.5 (Effect of Termination and Abandonment) shall survive the termination of this
Agreement. All other agreements and all representations, warranties and covenants in this Agreement shall not survive the consummation of the Merger or the termination of this Agreement.

10.2Modification or Amendment.Subject to the provisions of applicable law, at any time prior to the Effective
Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by duly authorized officers of the respective parties.

10.3Waiver of Conditions.The conditions to each of the parties' obligations to consummate the Merger are for
the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law.

10.4Counterparts.This Agreement may be executed in any number of counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

10.5GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.



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10.6Notices.Any notice, request, instruction or other document to be given hereunder by any party to the
others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by facsimile:

if
to the Parent or the Merger Subsidiary:

Enhance
Packaging Technologies Inc.
7070 Mississauga Road
Mississauga, Ontario L5N 5M8
Attention: General Counsel
Fax: (905) 821-5651

with
copies to:

Justin
P. Klein, Esq.
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103-7599
Fax: (215) 864-8999

if
to the Company:

Liqui-Box
Corporation
6950 Worthington-Galena Road
Worthington, Ohio 43085
Attention: Samuel B. Davis
Fax: (614) 888-0982

with
copies to:

Ronald
A. Robins, Jr., Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Fax: (614) 719-4926

or
to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above.

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10.7Entire Agreement.This Agreement (including any exhibits hereto) and the letter agreement between the
Company and the Parent dated November 30, 2001 constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral,
among the parties, with respect to the subject matter hereof.

10.8No Third Party Beneficiaries.Except as provided in Section 7.11 (Indemnification), this Agreement
is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

10.9Obligations of the Parent and of the Company.Whenever this Agreement requires a Subsidiary of the Parent
to take any action, such requirement shall be deemed to include an undertaking on the part of the Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of
the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the
part of the Surviving Corporation to cause such Subsidiary to take such action.

10.10Severability.The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

10.11Specific Performance.The parties hereto each acknowledge that, in view of the uniqueness of the subject
matter hereof, the parties hereto would not have an adequate remedy at law for money damages if this Agreement were not performed in accordance with its terms, and therefore agree that the parties
hereto shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which the parties hereto may be entitled at law or in equity.

10.12Interpretation.The table of contents and Article, Section and Paragraph headings herein are for
convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made
to a Section, Schedule or Exhibit, such reference shall be to a Section of or a Schedule or Exhibit to this Agreement unless otherwise indicated. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

10.13Assignment.This Agreement shall not be assignable by operation of law or otherwise; provided, however,
that either of the Parent or the Merger Subsidiary may assign its rights and obligations under this Agreement to any of the Parent's Subsidiaries or affiliates, in the event of which, all references
herein to the Parent or to the Merger Subsidiary shall be deemed references to such other Subsidiary or affiliate or Subsidiaries or affiliates. Any purported assignment made in contravention of this
Agreement shall be null and void.

[Remainder
of page intentionally left blank]

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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the parties hereto as of the date hereof.

| |  | LIQUI-BOX CORPORATION
| |  | ---------------------
| |  | By:                  

| |  | ENHANCE PACKAGING TECHNOLOGIES INC.
| |  | -----------------------------------
| |  | By:                                

| |  | EPT NEWCO, INC.
| |  | ---------------
| |  | By:            

GUARANTEE OF DUPONT CANADA INC.

DuPont Canada Inc., on behalf of itself and its successors and assigns, hereby guarantees the obligations of the Parent, the Merger Subsidiary and the
Surviving Corporation and their successors and assigns with respect to this Agreement.

| |  | DUPONT CANADA INC.
| |  | ------------------
| |  | By:               

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