<PAGE>

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                       SHARE AND QUOTA PURCHASE AGREEMENT

                                    Between

                           BERRY PLASTICS CORPORATION


                                      And

                               Annamaria AGNOTTOLI
                               Giuseppe GARIBALDI
                               Francesco GARIBALDI
                               Maddalena GARIBALDI
                              Maria Lorenza ZAMBON

                                    Concerning

                             THE ACQUISITION OF 100%
                        of CAPSOL SPA and of OCIESSE SRL

      =================================================================


      THIS AGREEMENT (hereinafter referred to as the < AGREEMENT >), made and
      entered into, by and between

      BERRY PLASTICS CORPORATION, a joint stock corporation duly incorporated
      and validly existing under the laws of Delaware (USA), having its
      registered office and principal place of business located in 101 Oakley
      Steet, Evansville, Indiana, U.S.A., represented by Mr. Martin R. Imbler,
      in his capacity as President and Chief Executive Officer (hereinafter
      referred to as < BUYER >), on one side,

                                      AND

      MRS. ANNAMARIA AGNOTTOLI, an Italian citizen born in Milan (Italy) on
      July 27th, 1941, domiciled in Vimercate, Milan (Italy) at Via Ugo Foscolo
      23, Tax Code GNT NMR 41L67 F205U (hereinafter referred to as
      < MRS. AGNOTTOLI >);

      MR. GIUSEPPE GARIBALDI, an Italian citizen born in Soncino, Cremona
      (Italy) on July 20th, 1937, domiciled in Vimercate, Milan (Italy) at Via
      Ugo Foscolo 23, Tax Code GRB GPP 37C20 I827U (hereinafter referred to as
      < MR. G. GARIBALDI >);

      MR. FRANCESCO GARIBALDI, an Italian citizen born in Soncino, Cremona
      (Italy) on October 10th, 1945, domiciled in Bresso, Milan (Italy) at Via
      Panzeri 12, Tax Code GRB FNC 45B10 I827R (hereinafter referred to as
      < MR. F. GARIBALDI >);

      MRS. MADDALENA GARIBALDI, an Italian citizen born in Soncino, Cremona
      (Italy) on January 29th, 1939, domiciled in Cornate d'Adda, Milano (Italy)
      at Via Castello



                                       1
<PAGE>

      55, Tax Code GRB MDL 39A69 I827W (hereinafter referred to as
      < MRS. M. GARIBALDI >);

      MRS. MARIA LORENZA ZAMBON, an Italian citizen born in Rovigo (Italy)
      on October 27th, 1943, domiciled in Buccinasco, Milano (Italy) at Via
      2 Giugno 3, Tax Code ZMB MLR 43R67 H620G (hereinafter referred to as
      < MRS. ZAMBON >);

      (hereinafter collectively referred to as the < SELLERS >).


                                 WITNESSETH THAT

    (a) CAPSOL SpA is a joint stock corporation duly incorporated and validly
        existing under the laws of Italy, having its registered office and
        principal place of business located in Cornate d'Adda, Milano (Italy),
        at Via E. Berlinguer 44, Tax Code 01778690154, registered at the
        Companies' House in Milan at no. 25253 and having a corporate capital of
        ITL 1,000,000,000 (one billion Italian Lire) (hereinafter referred to as
        < CAPSOL > or, jointly with OCIESSE, as the < Companies >); and,

    (b) OCIESSE SRL is a limited liability company duly organized and validly
        existing under the laws of Italy, having its registered office and
        principal place of business located in Buccinasco, Milano (Italy), at
        Via Resistenza 99, Tax Code 01793150150, registered at the Companies'
        House in Milan at no. 161026 and having a corporate capital of ITL
        40,000,000 (forty million Italian Lire) (hereinafter referred to as
        < OCIESSE > or, jointly with CAPSOL, as the < Companies >); and,

    (c) GAZA SRL is a limited liability company duly organized and validly
        existing under the laws of Italy, having its registered office and
        principal place of business located in Vimercate, Milano (Italy), at Via
        Bice Cremagnani 15/7, Tax Code 01793150150, registered at the Companies'
        House in Monza at no. 42527 and having a corporate capital of ITL
        90.000.000 (ninety million Italian Lire) (hereinafter referred to as
        < GAZA >); and,

    (d) Sellers jointly own the entire corporate capital of CAPSOL and OCIESSE
        apportioned as indicated in Schedule < A > and certain of the Sellers
        own part of the corporate capital of Gaza apportioned as indicated n
        Schedule < B >; and

    (e) GAZA owns a real estate property located in Colnago, Milano (Italy) as
        identified in Schedule < C > hereto (hereinafter referred to as the
         < Colnago Real Estate >) where CAPSOL carries out its activity, and a
         real estate property located in Buccinasco, Milano (Italy) as
         identified in Schedule < D > hereto (hereinafter referred to as the
         < Buccinasco Real Estate >) where OCIESSE carries out its activity; and

    (f) Buyer is willing and capable to purchase from Sellers 100% (one hundred
        per cent) of the corporate capital of both CAPSOL and OCIESSE, and
        Sellers are willing to sell and transfer to Buyer the share
        participation respectively owned in the corporate capital of CAPSOL and
        OCIESSE; and



                                       2

<PAGE>

NOW, THEREFORE, in consideration of the premises which constitute an integral
part of this Agreement and the agreements, covenants, representations and
warranties hereinafter expressed, Buyer and Sellers agree as follows:

                                    ARTICLE 1

1.01   Sellers hereby agree to sell to Buyer and Buyer hereby agrees to buy
       from Sellers, in exchange for the consideration set forth in Article 1.03
       below, and at the terms and conditions hereof:

       (a)    the Sellers' participation in CAPSOL as precisely identified and
              apportioned among the Sellers in Schedule < A > hereto
              (hereinafter referred to as the < CAPSOL SHARES > or sometimes,
              jointly with the OCIESSE QUOTA, collectively referred to as the
              < SHARES >) consisting of 100.000 stocks having par value of ITL
              10,000 (ten thousand Italian Lire) each and a nominal value equal
              in the aggregate to ITL 1,000,000,000 (one billion Italian Lire);
              and

       (b)    the Sellers' participation in OCIESSE as precisely identified
              and apportioned among the Sellers in Schedule < B > hereto
              (hereinafter referred to as the < OCIESSE QUOTA > or sometimes,
              jointly with the CAPSOL SHARES, collectively referred to as the
              < SHARES >) having a nominal value equal in the aggregate to ITL
              40,000,000 (forty million Italian Lire).

              In consideration (i) of the sale and transfer of the SHARES,
              (ii) of the indemnity obligations assumed by the Sellers pursuant
              to Articles 4 and 6 hereof, and (iii) of the undertaking not to
              compete, assumed by the Sellers, pursuant to Article 7 below,
              Buyer agrees to pay to Sellers the aggregate amount of ITL
              24,389,838,825 (twenty four billion three hundred eighty nine
              million eight hundred thirty eight thousand eight hundred twenty
              five Italian Lire) (the < Purchase Price >) allocated among the
              Sellers as indicated in Schedule 1.01 and further allocated
              among the CAPSOL SHARES and the OCIESSE QUOTA as indicated in
              Schedule 1.

1.02   The undertaking of Sellers under Paragraph 1.01 above preceding shall be
       regarded as one and single obligation and shall not be divisible nor
       otherwise severable from one another. Accordingly, Buyer shall not be
       required to purchase less than all of the CAPSOL SHARES and of the
       OCIESSE QUOTA.

       (i)    Buyer may designate one or more company(ies) to become a party to
              this Agreement and to purchase and pay for all or part of the
              CAPSOL SHARES and/or the OCIESSE QUOTA in accordance with the
              terms hereof (the < Designated Buyer >) provided that such
              designation is made in compliance with the following provisions:

       (ii)   anything in Art 1403 of the Italian Civil Code to the contrary
              notwithstanding, each designation will be sufficiently made if
              notified in writing to Sellers together with the written
              acceptance of the Designated Buyer;

       (iii)  any designation pursuant hereto may be notified to Sellers (under
              penalty of forfeiture) not later than 2 (two) business days prior
              to the Closing. For



                                       3

<PAGE>

              the purpose of this Agreement "Business Day" shall mean any
              day other than a Saturday, Sunday or other day on which commercial
              banks in Italy are authorized or required to close.

       (iv)   the Designated Buyer shall be an entity controlling or controlled
              by Buyer pursuant to Article 2395 of the Italian Civil Code;

       (v)    Buyer does hereby guarantees the punctual and exact performance by
              the Designated Buyer of the duties and obligations arising under
              or in connection with this Agreement.

1.03   The payment of the Purchase Price shall be made by Buyer to the Sellers
       at Closing, as hereinafter defined, as follows :

       (i)    ITL 21,950,854,943 (twenty one billion nine hundred fifty million
              eight hundred fifty four thousand nine hundred forty three Italian
              Lire) shall be paid at Closing to the Sellers, in the proportions
              set out in Schedule 1.01 by means of bank wire transfer in
              immediately available funds; and


       (ii)   ITL 2,438,983,882 (two billion four hundred thirty eight million
              nine hundred eighty three thousand eight hundred eighty two
              Italian Lire) shall be paid at Closing to the Escrow Agent (as
              hereinafter defined) pursuant to Article 6.04 below, by means of
              bank wire transfer in immediately available funds.

                                   ARTICLE 2
                          ACTIONS PRIOR TO THE CLOSING

Sellers and Buyer (hereinafter referred to as the "Parties") agree that the
following events to the extent that they have not occurred prior to the date
hereof shall take place before Closing and shall be considered as conditions to
Buyer's obligation to close. In the event that the said conditions have not
occurred by the Closing (as hereinafter defined) the obligations of the Parties
under this Agreement shall be automatically terminated.

2.01   The board of directors of Buyer shall approve the transaction
       contemplated by this Agreement.

2.02   Sellers shall hold at Closing (i) an ordinary shareholders' meeting of
       the Companies to resolve upon the replacement of the current members of
       the board of directors and, as to CAPSOL, of the board of statutory
       auditors; (ii) an extraordinary shareholders' meeting to amend the
       by-laws of both Capsol and Ociesse.

2.03   The Buyer shall have obtained financing on terms and conditions
       satisfactory to the Buyer in its sole discretion required to consummate
       all of the transactions contemplated hereby.

2.04   Since January 1, 2000 there shall have been no material adverse change in
       the business, operations, assets, condition (financial or otherwise),
       operating results, liabilities, employee relations or business prospects
       of either of the Companies.



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<PAGE>

2.05   Sellers shall approve the 1999 final balance sheet of the Companies and
       allocate any net profit resulting therefrom to increase the mandatory and
       special reserves of the Companies consistently with the resolutions of
       the shareholders' or, as the case may be, the quotaholders' meetings
       which approved the 1997 and 1998 balance sheets.

2.06   From and after the date of this Agreement until the Closing (the
       < Transition Period >), except as otherwise consented to in writing by
       Buyer or provided by this Agreement, each of the Companies shall, and
       Sellers shall cause each of the Companies to:

       (a)    conduct its operations according to the ordinary and usual course
              of business consistent with past custom and practice (including
              the collection of receivables, the payment of payables and the
              maintenance of supplies) and use its best efforts to preserve
              intact its business organization, keep available the services of
              officers and employees, and maintain satisfactory relationships
              with suppliers, customers and other persons having business
              relationships with it;

       (b)    maintain its assets in customary repair, order and condition,
              maintain insurance reasonably comparable to that in effect on the
              date hereof, replace in accordance with past practice inoperable,
              worn out or obsolete assets with modern assets of comparable
              quality and, in the event of a casualty, loss or damage to any of
              such assets or properties prior to the Closing for which the
              relevant Company is insured or the condemnation of any assets or
              properties, either repair or replace such assets or property or,
              if Buyer so agrees, retain such insurance or condemnation
              proceeds;

       (c)    promptly inform Buyer in writing of any material variances from
              the representations and warranties contained in Article 4;

       (d)    permit representatives and lenders of Buyer to have full access to
              the Companies' books, records, property, facilities, customers,
              suppliers, sales representatives, consultants, key employees and
              independent accountants in connection with any supplementary due
              diligence review of the Companies which Buyer may reasonably deem
              necessary or useful it being understood that such investigation
              shall in no way affect or otherwise obviate or diminish any
              representations or warranties of the Sellers, or conditions to the
              obligations of the Buyer, in each case as set forth herein. As far
              as customers, suppliers and sales representatives are concerned,
              Buyer shall be entitled to contact them only upon obtaining
              Sellers' prior approval;

       (e)    maintain its insurance policies in full force and effect, or renew
              or replace the same prior to the expiration or termination of the
              expiring policies from a reputable insurance carrier with a
              < Best's Rating > equal to or better than that of the existing
              carrier, containing insurance coverage in the same or greater
              amount than the existing policies in substantially the same form
              and substance as the existing policies;



                                       5
<PAGE>

       (f)    ensure that no actions will be taken to significantly increase the
              debt of the Companies (the sum of all amounts owed to Banks,
              financial institutions and leasing companies less cash and
              positive bank balances), and that the Companies shall not pay, any
              cash out of the business to the Sellers (directly, by any means
              whatsoever) other than the normal salary payments to which they
              are entitled as employees or directors;

       (g)    ensure that there will be no material changes to the current
              agency and distribution agreements.

During the Transition Period, without the prior written consent of Buyer and
except as expressly contemplated by this Agreement or any ancillary agreements
contemplated herein, each of the Companies shall not, and Sellers shall cause
each of the Companies not to:

       (a)    sell, lease, transfer or assign any of its assets, tangible or
              intangible, other than inventory in the ordinary course of
              business consistent with past custom and practice;

       (b)    delay or postpone the payment of accounts payable or other
              obligations and liabilities or accelerate the collection of
              accounts receivable, other than in the ordinary course of business
              consistent with past custom and practice;

       (c)    enter into any contract other than in the ordinary course of
              business;

       (d)    enter into any employment contract or collective bargaining
              agreement, written or oral, or modify the terms of any existing
              such contract of such kind;

       (e)    grant any increase in the base compensation of any of its officers
              or employees other than in the ordinary course of business
              consistent with past custom and practice;

       (f)    adopt, amend, modify or terminate any bonus, profit-sharing,
              incentive, severance or other plan, contract or commitment for the
              benefit of any of its officers or employees;

       (g)    other than as contemplated by this Agreement or any ancillary
              agreements contemplated herein, enter into any transaction with
              any of its officers, employees or Affiliates of such officers or
              employees (or any directors, officers or employees of such
              Affiliate), other than ordinary course employment arrangements
              entered into in accordance with past custom or practice and
              transactions between the Companies;

       (h)    in any manner take, or cause to be taken, any action which is
              designed, intended or might reasonably be anticipated to have the
              effect of discouraging its customers, employees, suppliers,
              lessors and other associates from maintaining the same business
              relationships with it after



                                       6
<PAGE>

              the date of this Agreement as were maintained with it prior to
              the date of this Agreement;

       (i)    amend the Company's by-laws;

       (j)    make any change in its corporate capital, or issue any shares of
              any class or issue or become a party to any subscriptions,
              warrants, rights, options, convertible securities or other
              agreements or commitments of any character relating to the
              foregoing;

       (k)    incur or commit to incur any capital expenditures out of the
              ordinary course of business;

       (l)    incur, assume or guarantee any long-term or short-term
              indebtedness; and

       (m)    pay, declare, accrue or set aside any dividends or any other
              distributions.

       Furthermore, during the Transition Period, Sellers shall, and shall cause
       the Companies and Gaza to, deal exclusively with Buyer regarding the
       transactions contemplated herein or in any ancillary agreements
       contemplated herein and, without the prior written consent of Buyer
       neither Sellers, the Companies nor Gaza will, and Sellers will cause the
       Companies and Gaza not to, directly or indirectly solicit, initiate or
       engage in negotiations or discussions with any third party, other than
       Buyer, relating to the transactions contemplated herein or in any
       ancillary agreements contemplated herein.

       Notwithstanding anything to the contrary provided by this Agreement, in
       the event that any of the above conditions is not fulfilled and the
       Closing does not occur, Buyer shall continue to be bound by the
       confidentiality covenants undertaken pursuant to the letter of intent of
       February 16th, 2000, as subsequently amended, and shall refrain from
       employing any employee of the Companies as provided therein.


                                   ARTICLE 3
                                    CLOSING

3.01   The closing of this Agreement (hereinafter referred to as the
       < Closing >) shall take place at the offices of Mazzeschi, Novelli &
       Porcari, Via Turati 40, Milan, on August 31st , 2000 (hereinafter
       referred to as the "Closing") at 9:30 am, or on such other place, date
       and time as the Parties shall mutually agree in writing.

3.02   At Closing, the following events shall take place concurrently:

       (a)    Sellers shall cause all members of the Board of Directors of
              CAPSOL and of OCIESSE and all standing and alternate members of
              the Board of Statutory Auditors of CAPSOL to resign their
              positions with immediate effect, and shall deliver to Buyer
              letters from each of them acknowledging that none of them has
              outstanding any claim for compensation or otherwise against CAPSOL
              and/or OCIESSE, as applicable, except for annual fees



                                       7
<PAGE>

              (as indicated in Schedule 3.02(a)) accrued up to the Closing; and

       (b)    Sellers shall give their favorable vote to a resolution of the
              ordinary shareholders' meeting of CAPSOL and OCIESSE upon the
              appointment of the new members of the Board of Directors and, as
              to Capsol of the Board of Statutory Auditors designated by Buyer;
              and

       (c)    Sellers shall deliver to Buyer a statement in the form set forth
              in Schedule 3.02(c) confirming the continuing validity, as of the
              date of Closing, of the representations and warranties made
              pursuant to Article 4 below; and

       (d)    Sellers and Buyer shall execute and deliver to each other a deed
              of transfer of the OCIESSE QUOTA to Buyer duly certified by a
              Notary Public pursuant to Section 2479 of the Italian Civil Code
              in the form set forth in Schedule 3.2(d); and

       (e)    Sellers shall deliver to Buyer the share certificates representing
              the CAPSOL SHARE duly endorsed before a Notary Public; and

       (f)    Buyer shall pay to Sellers by means of bank wire transfer in
              immediately available funds the amount of ITL 21,950,854,943
              (twenty one billion nine hundred fifty million eight hundred fifty
              four thousand nine hundred forty three Italian Lire) allocated
              among Sellers as set out in Schedule 1.01; and

       (g)    Buyer, Sellers and the Escrow Agent (as defined below) shall enter
              into the Escrow Agreement (as defined below) substantially in the
              form of the draft attached hereto as Schedule 3.2(g); and

       (h)    Buyer shall pay to the Escrow Agent in immediately available funds
              the amount of ITL 2,438,983,882 (two billion four hundred thirty
              eight million nine hundred eighty three thousand eight hundred
              eighty two Italian LirE) pursuant to Article 6.04 below; and

       (i)    Sellers shall cause GAZA to enter into with CAPSOL a lease
              agreement concerning the Buccinasco Real Estate substantially in
              the form of the draft attached hereto as Schedule 3.2.(i); and

       (j)    Sellers shall cause GAZA to terminate the lease agreement
              presently in force with Ociesse and to enter into with OCIESSE a
              lease agreement concerning the Colnago Real Estate substantially
              in the form of the draft attached hereto as Schedule 3.2.(j); and

       (k)    The personal guarantees released by Sellers in favor of CAPSOL and
              OCIESSE in order to secure the Companies' obligations vis-a-vis
              third parties (e.g. banks and utilities suppliers) as set forth in
              Schedule 3.3(k) shall be terminated. The monies owed by the
              Companies to the banks indicated in Schedule 3.02(k), as adjusted
              at Closing, shall be entirely paid off by the Buyer or by the
              Designated Party and the relevant credit agreements shall be
              terminated. Schedule 3.02(k) shall be adjusted prior to the
              Closing in order to reflect the changes occurred after the
              execution of this Agreement. It is



                                       8
<PAGE>

              understood between the parties that the debt (less cash) owed by
              the Companies to the banks at Closing shall not exceed more
              than LIT 538,000,000 the debt (less cash) indicated in Schedule
              3.02(k). Any sum exceeding this amount shall be paid off directly
              by the Sellers unless Sellers prove that the amount in excess is
              due to expenses incurred in the ordinary course of business.
              Buyer agrees and undertakes to hold the Sellers harmless from
              any liability whatsoever they may incur after the Closing pursuant
              to the aforesaid personal guarantees; and

       (l)    Mr. G. Garibaldi shall execute a consultancy agreement with CAPSOL
              in the form attached as Schedule 3.2(l); and

       (m)    Sellers shall cause Angelo Garibaldi to execute the Non
              Competition Agreement in the form attached as Schedule 3.2(m); and

       (n)    CAPSOL shall have sold and transferred to GAZA the Buccinasco Real
              Estate for a price equal to ITL 400,000,000; and

       (o)    CAPSOL shall have sold and transferred its 50% interest in Capsol
              Certwood UK Limited, a limited liability company having its
              registered office at 1 Victoria Street, Dunstable, Bedfordshire,
              England for a price equal to ITL 1,369,275,115;

       (p)    Sellers shall cause the terms of the labour relationships between
              Angelo Garibaldi and Capsol to be amended as set out in Schedule
              3.2(p); and

       (q)    the Parties shall deliver the other documents, if any, required by
              the provisions of this Agreement to be delivered at Closing.


                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Sellers hereby make the following representations and warranties, each of which
is true and accurate on the date hereof, shall be true on the date of Closing
and shall survive the sale and transfer of the SHARES contemplated hereby.

4.01   EXISTENCE, QUALIFICATION AND AUTHORITY OF THE COMPANIES
       CAPSOL is a joint stock corporation duly incorporated, validly existing
       and in good standing under the laws of the Republic of Italy. OCIESSE
       is a limited liability company duly organized, validly existing and in
       good standing under the laws of the Republic of Italy. The Companies
       have all necessary power and authority to own and use their properties
       and to transact their business and possess all franchises, licenses and
       permits necessary and required therefor, and their business is
       conducted in compliance with all applicable governmental and other
       regulations, in particular environmental and safety regulations.

4.02   CAPITALIZATION AND CAPITAL STOCK
       The entire corporate capital of CAPSOL consists of ITL 1,000,000,000 (one
       billion Italian lire) fully subscribed and paid in. All such capital is
       divided in n. 100,000 shares having nominal value of ITL 10,000 (ten
       thousand Italian Lire) each, all of which are duly authorized, validly
       issued, fully paid and without



                                       9
<PAGE>

       restriction on the right of transfer thereof.

       The entire authorized nominal capital stock of OCIESSE as of the Closing
       consists of ITL 40,000,000 (forty million Italian lire) fully subscribed
       and paid in. All such capital is divided in quotas having nominal value
       of multiples of ITL 1.000 each, all of which are duly authorized, validly
       issued, fully paid and without restriction on the right of transfer
       thereof.

       There are no outstanding warrants, options, conversion privileges,
       contracts, calls, or other rights or agreements of any kind with regard
       to any authorized or issued capital stock or any other debt or equity
       security of the Companies, nor has any commitment or authorization
       therefor been given.

4.03   BALANCE SHEET
       Attached hereto as Schedule 4.03 is the balance sheet and profit and loss
       statement of each of the Companies for the fiscal year ended on December
       31st, 1999, as well as an Interim Financial Statement as of May 31, 2000
       (hereinafter collectively referred to as "Balance Sheets"). Such Balance
       Sheets are true, complete and correct, have been prepared in conformity
       with the books and records of the Companies and the accounting principles
       expressed in the Italian Civil Code as well as the Accounting principles
       enacted by the Consiglio Nazionale degli Ordini dei Dottori
       Commercialisti e dei Ragionieri (hereinafter < Accounting Principles >),
       as consistently applied by the Companies, and fairly present the
       financial position of the Companies and any appropriate reserve
       requirements at the date indicated, and results and operations for the
       period indicated, and do not omit to state or reflect any material fact
       concerning the Companies, required to be stated or reflected therein, or
       necessary to make the statements therein not misleading. As far as the
       Interim Financial Statement as of May 31, 2000, Sellers represent (and
       Buyer acknowledges) that: (i) it has not been audited; and(ii) it has
       been prepared in accordance to past practice and using Sellers' Best
       Knowledge on the basis of the accounting data and information available
       to the Companies.

4.04   ABSENCE OF CHANGES
       Since January 1st, 1999 there has not been, and until the Closing there
       will not be, any change in the business, assets, financial conditions or
       results or operation of the Companies, individually or in the aggregate,
       that is reasonably likely to have a material adverse effect on the
       Companies, including:

       (a)    any change in the financial condition, assets and liabilities,
              earnings, business, employees or in the relationships with
              suppliers, clients or third parties other than changes in the
              ordinary course of business, consistent with past practice;

       (b)    sales or other disposals of assets or purchases other than in the
              ordinary course of business, consistent with past practice;

       (c)     material damages, destruction or losses of any kind;

       (d)    bonuses or increases of salary to employees or managers other than
              those



                                       10
<PAGE>

              normally granted by the Companies consistently with past
              practices.

4.05   ACCOUNTS RECEIVABLE
       All accounts receivable of the Companies in existence on the Closing:
       (i) shall arise from commercial transactions carried out in the ordinary
       and usual course of business; and (ii) shall be valid and enforceable
       obligations; (iii) subject to any reserve established in the Balance
       Sheet are current and collectable and, to the best of the Sellers'
       knowledge, will be regularly paid within their maturity day. For the
       purpose of this Agreement "Best Knowledge" shall mean and include:
       (i) actual knowledge; and (ii) that knowledge which a prudent business
       person could have obtained in the management of his business affairs
       after making due inquiry and exercising due diligence which a prudent
       business person should have made or exercised, as applicable, with
       respect thereto. In connection therewith, the knowledge (both actual and
       constructive) of the Sellers shall be imputed to the knowledge of the
       Companies.

4.06   UNDISCLOSED LIABILITIES
       The Companies do not have any liabilities actual or contingent which, on
       the basis of the Accounting Principles, should be reflected in the
       Balance Sheets and there is no basis for any claim against the Companies
       for any such liability except (a) as set forth on the Balance Sheets; or
       (b) to the extent that such liabilities arose in the ordinary course of
       business of the Companies after June 1st, 2000.

4.07   TAX RETURNS AND AUDIT
       The Companies have filed within the statutory terms all the mandatory
       tax, social security, duty and insurance returns which were due to be
       filed, and such returns were true, complete and accurate. The Companies
       have paid, or have made in the Balance Sheets the necessary provision for
       the payment of, all taxes, duties, social security and insurance
       contributions and administrative charges, including related interest and
       penalties, if any, the payment of which was due.
       The Companies have withheld, or (as the case may be) have made in the
       Balance Sheets provisions for, all taxes required to be withheld and have
       timely paid such taxes in accordance with applicable laws and
       regulations.
       No claims or judicial or administrative proceedings are pending or
       threatened in respect of taxes, duties, social security and insurance
       contributions or other similar charges or related interest and penalties,
       with respect to the Companies. In addition, no act or fact occurring or
       known prior to the Closing will exist which may give rise to any
       liability of the Companies for taxes, duties, social security or
       insurance contributions or other similar charges or related interest
       and penalties.

4.08   REAL PROPERTY - OWNED
       The Companies do not own (nor do they utilize, as lessee or otherwise,
       with the exception of the Buccinasco Real Estate and the Colnago Real
       Estate) any real property.

4.09   PERSONAL PROPERTY - OWNED
       Except as set for in Schedule 4.09(a) hereto, the Companies have full and
       unrestricted ownership of all moulds and other movable assets indicated
       in the Balance Sheets or physically located at Buccinasco Real Estate or
       the Colnago Real Estate. All moulds owned by the Companies are listed in
       Schedule 4.9(b).



                                       11
<PAGE>

       All motor vehicles, equipment, software programs and other tangible/
       movable property owned by the COMPANIES, to the maximum extent required
       under the Accounting Principles, are reflected in the Balance Sheets and
       are not subject to any mortgage, pledge, encumbrance or charge of any
       nature or right for the benefit of third parties, are in good operating
       condition and repair, normal wear and tear excepted, are usable for the
       current operations carried on by the Companies and conform to all
       applicable laws and regulations.

4.10   REAL AND PERSONAL PROPERTY LEASED
       The Companies have valid and enforceable leases with respect to all
       movable assets leased and have in all material respects performed all the
       obligations required to be performed under respective leases. All such
       assets are not subject to any liens, encumbrances or user restrictions
       whatsoever.

4.11   INTELLECTUAL PROPERTIES Set forth on Schedule 4.11 hereto is a list of
       all the patents, applications for patents, trademarks, and any other
       intellectual property rights owned or granted by, or to the Companies,
       which list comprises all of such items required for the operation of the
       business of the Companies as presently conducted or planned. Except as
       set forth on Schedule 4.11, all such items are valid and subsisting; good
       and marketable title to such items, together with all legal or implied
       rights to the subject matter thereof, is held by each of the Companies
       free and clear of all options, adverse claims, defenses, liens, charges,
       security interests, covenants, conditions, agreements, restrictions and
       other encumbrances; and there exists no restriction on the use or
       transfer of any such item. There are no interference, challenges,
       proceedings, or infringement suits, pending or threatened with respect to
       any such item, nor have the Companies granted any license to any other
       party with respect to any such item. To the Best Knowledge of the
       Sellers, the Companies are not infringing upon the right of any other
       person under any patent, trademark or other right in the conduct of their
       business. The names < Capsol > and respectively < Ociesse > have been
       legitimately acquired by the Companies, and included in their corporate
       names and no third party has any claim of any nature whatsoever with
       respect to the use of such name by the Companies. The execution of this
       Agreement and or the consummation of the transactions contemplated herein
       shall in no way affect the rights of the Companies with respect to the
       use of such names.

4.12   FOREIGN ASSETS
       The Companies do not have any interest in any real property or tangible
       or intangible personal property located outside of the Republic of Italy.

4.13   SUBSIDIARIES
       The Companies have no controlled subsidiaries, nor own or have the right,
       or obligation, to acquire any interest in any corporation, limited
       liability company, partnership or joint venture.

4.14   CERTAIN PAYMENTS
       All payments to agents, consultants and others by the Companies have been
       in payment of bona fide fees. The Companies have never made or received
       any payment which has not been duly reflected in their accounting books,
       or any



                                       12
<PAGE>

       other kind of unlawful, inappropriate or irregular payment. No government
       agency or entity has initiated or threatened any investigation of any
       payments made by the Companies and alleged to have been of the type
       covered by this Article 4.14.

4.15   NECESSARY PROPERTY: TITLE TO ASSETS
       The real and tangible property owned and/or leased by the Companies and
       the intangible personal property, including patents, patent applications,
       inventions, discoveries, processes, formulae, trade secrets, proprietary
       technical information and know-how owned by, or licensed to, the
       Companies, constitute all of such property now used in, and necessary for
       the conduct of, the business of the Companies, in the manner and to the
       extent presently conducted, or planned, by them. There exists no
       restriction or reservation affecting the Companies' title to, or the
       utility of, their assets, which would prevent or hinder the Companies
       from occupying or utilizing its respective assets, or any part thereof,
       to the same full extent that the Companies now do if the transactions
       contemplated hereby did not take place.

4.16   USE AND CONDITION OF PROPERTY - RESPECT OF ENVIRONMENT
       All property and assets currently used by the Companies are in good
       operating condition and repair (except for ordinary wear and tear) as
       required for their use in the business of the Companies, as presently
       conducted or planned; conform to all applicable laws and regulations,
       including zoning, anti-pollution, work safety and other regulations
       concerning the use of industrial premises and/or warehouses and no notice
       of any violation of any law, statute, ordinance, or regulation or
       condemnation relating to any such property or assets has been received,
       except such as have been complied with; and there are pending or
       threatened no changes in any of the foregoing which would adversely
       affect the business of the Companies.

       The Companies operate their activity in full compliance with the
       statutory rules and regulations relating to public health and safety and
       the protection of nature. In particular, the Companies have obtained all
       the authorizations required by the regulations applicable to the
       Companies.

       The operations of, and the facilities used by the Companies, in
       particular the real estate used by the Companies are free of any
       pollution of soil, air, or ground water or other environmental pollution
       caused by, or in connection with the business of the Companies. The
       Companies have all environmental permits, licenses and authorizations
       necessary to conduct their business. In their operations, the Companies,
       as well as those subcontractors whose activity may result in any
       environmental liability for the Companies, have always complied with the
       applicable environment protection, public safety and zoning laws and
       regulations, as well as any orders or authorizations of any kind
       concerning effluent, waste, discharge or the release of any substances.

       The Companies know of no changes of such provisions or revocation or
       withdrawal of any licenses being contemplated which would adversely
       affect their business. On the basis of the present business the fresh
       water supply and the disposal of waste, water and gases as well as solid
       effluent and waste are fully



                                       13
<PAGE>

       assured in accordance with presently applicable law. There are no
       commitments, agreements or understandings with any administrative
       agency, with respect to any effluents, waste, discharge or release of
       other substances. There are no investigations, inquiries (R)or other
       proceedings now pending or threatened by any governmental entity with
       respect to the Companies' business, or their actual or alleged failure
       to comply with any requirement of any law, regulation or ordinance
       relating to air or water quality, waste management, hazardous or toxic
       substances or the protection of health or the environment.

4.17   LICENSES AND PERMITS
       The Companies have obtained all licenses, permits and authorizations
       required to own or lease, operate and use their respective assets and to
       conduct their respective business operations as currently conducted. All
       such licenses, permits and authorizations are valid and in effect and in
       any case have not been challenged.
       The Companies have always acted and do act in material compliance with
       all applicable laws and regulations.
       To the best of Sellers' knowledge and after due inquiry any
       investigations, neither of the Companies has received any written or
       oral communication that alleges that one of them is currently not in
       compliance with any applicable laws.Neither of the Companies is in
       default under, or in violation of any applicable statute, law,
       ordinance, decree, order, rule, regulation of any governmental body,
       or the provisions of any contract, company by-laws or articles of
       incorporation or of any franchise or license; and consummation of the
       transactions contemplated hy will not result in any of the foregoing.

4.18   CONTRACTS AND COMMITMENTS
       Except as set forth in Schedule 4.18 or in other Schedules hereto or
       otherwise expressly provided by this Agreement the Companies do not have:

       (a)    any single contract providing for an expenditure in excess of ITL.
              100,000,000 (one hundred million Italian Lire) or contracts with
              the same affiliated parties in the aggregate providing for
              expenditures in excess of ITL 100,000,000 (one hundred million
              Italian Lire);

       (b)    any contract, bid or offer to sell products or to provide services
              to third parties which (i) is at a price which would result in a
              net loss on the sale of such products or the providing of such
              services; (ii) which, pursuant to its terms or conditions, the
              Companies cannot reasonably expect to satisfy or fulfil in their
              entirety; or (iii) which involves more than ITL 100,000,000 (one
              hundred million Italian Lire), or which, together with all other
              contracts, bids, or offers to or with the same or any other
              affiliated parties, involves more than ITL. 100,000,000 (one
              hundred million Italian Lire);

       (c)    any lease of any real or personal property where either of the
              Companies is the lessor;

       (d)    any revocable or irrevocable power of attorney to any person, firm
              or corporation for any purpose whatsoever;



                                       14
<PAGE>

       (e)    any loan agreement, indenture, promissory note, conditional sales
              agreement or other similar type of agreement;

       (f)    any arrangement or other agreement which involves a sharing of
              profits or future payments to other persons, or any joint venture
              contract or arrangement;

       (g)    any contract containing covenants limiting the freedom of either
              of the Companies to compete in any line of business in which it is
              involved;

       (h)    any contract calling for the payment or receipt of royalties;

       (i)    any contract of guarantee, indemnity or security;

       (j)    any contract or commitment not made in the ordinary course of
              business which is material to the business, financial condition or
              results of operations of either of the Companies;

       (k)    any agency or distribution contract to which either of the
              Companies is a party;

       (l)    any pension plan in favor of employees or third parties;

       (m)    any other material contract or commitment, other than the
              employment agreements, which can not be terminated by either of
              the Companies with a thirty (30) days' notice or less, and which
              is not specifically referred to in any other Schedule thereto;

       (n)    any commitment or obligation to pay any fees to any attorney,
              consultant, broker or expert in connection with or related to the
              negotiation and execution of this agreement and the consummation
              of the transaction contemplated herein.

4.19   REASONABLENESS - VALIDITY OF CONTRACTS
       No purchase commitment for materials, supplies, component parts or other
       items of inventory to which either of the Companies is a party is in
       excess of the normal, ordinary, usual and current requirements of its
       businesses, or at a price in excess of the current reasonable market
       price.

       Each of the contracts and agreements to which either of the Companies is
       a party is a valid and binding obligation of the parties thereto in
       accordance with its terms and conditions. No party to any such contract
       or agreement is in default with respect to any term or condition thereof,
       nor has any event occurred which, through the passage of time or the
       giving of notice, or both, would constitute a default thereunder of would
       cause the acceleration of any obligation of any party thereto or the
       creation of a lien or encumbrance upon any asset of either of the
       Companies.

4.20   LITIGATION
       There is no suit, claim, action or proceeding now pending or threatened
       including



                                       15
<PAGE>

       but not limited to labor issues, product liability, product warranty,
       product safety, environment, tax, before any court, administrative or
       regulatory body, arbitration panel, or any governmental agency, nor are
       there any grounds therefore, to which either of the Companies is, or may
       be, a party, or which may result in any judgement, order, decree,
       liability or other determination which will, or could, have any material
       adverse effect upon its businesses or condition, financial or otherwise.

4.21   EXECUTIVES, AGENTS, EMPLOYEES AND CONSULTANTS
       (a)    Other than the employees and agents listed in Schedule 4.21(a)
              there are no other persons who have, or may claim to have, any
              relationship with the Companies which qualifies such persons as
              employees or agents of the Companies under applicable law or which
              would otherwise entitle such persons, or any labor union or
              government agency acting on behalf of such persons, to collect
              from the Companies any wages, benefits, commissions, severance
              indemnities or any other sums of any nature.

       (b)    All applicable laws and regulations concerning the employees and
              agents of the Companies have been and are duly complied with in
              all material respects. The salary, commissions and benefits for
              each of the employees and agents of the Companies are specified in
              Schedule 4.21(b) as well as the commissions payable to agents and
              none of the employees or of the agents of the Companies is
              entitled to any other salary, commissions or benefit.

              The Companies have properly and accurately reflected on their
              books and records all compensation paid to, or on behalf of, their
              agents and employees. Such compensation has been properly and
              accurately disclosed in the Balance Sheets, and other public or
              private reports, records or filings to the extent required by law.
              All current and past employees of the Companies have been duly
              recorded as such in the books and records of the Companies.

       (c)    There is, and during the past two years there has been, no labor
              strike, dispute, work stoppage or lockout pending or threatened
              against the Companies.

              There is no unfair labor practice charge or complaint against
              the Companies, pending or threatened. There are no pending or
              threatened union grievances, demands or proceedings against
              the Companies.

4.22   INDEBTEDNESS TO AND FROM SHAREHOLDERS, EXECUTIVES AND OTHERS
       Neither of the Companies is indebted or is bound by any contractual
       obligations of any nature whatsoever to any shareholder, partner,
       executive, employee or agent of such Company except for amounts due as
       normal salaries, wages, bonuses, accrual for severance payments
       (including "TFR") and in reimbursement of ordinary expenses on a current
       basis, and no shareholder, executive, employee or agent of either of the
       Companies is indebted to either of the Companies except for advances for
       ordinary business expenses in a normal amount.



                                       16
<PAGE>

4.23   OUTSTANDING FINANCIAL INTERESTS
       Except as indicated in Schedule 4.23., no shareholder, director,
       executive or, to the Best Knowledge of Sellers, no 1st level employee of
       either of the Companies has any direct or indirect financial interest in
       any supplier or customer of the Companies.

4.24   LABOR AGREEMENTS, EMPLOYEE BENEFITS PLANS, AND EMPLOYMENT AGREEMENTS
       Except as provided for in Schedule 4.21(b), in the National Collective
       Bargaining Labor Agreement applicable to the Plastic Industry (< CCNL
       Gomma e Plastica >; hereinafter referred to as the < CCNL >), or in the
       Companies' shop agreements (< Contratti Aziendali >) attached as Schedule
       4.24 hereto, the Companies are not a party, or otherwise bound, to any
       other agreement or commitment, of any nature or kind whatsoever, both in
       writing or oral, according to which any compensation, benefit or alike
       would be payable to the Company's employees and agents.

4.25.  OVERTIME, SEVERANCE PAY, BACK WAGES, VACATION, MINIMUM WAGES AND OTHER
       BENEFITS
       Except (i) as provided for in the CCNL and in the Contratti Aziendali;
       and (ii) as indicated and properly accrued on the Balance Sheets; and
       (iii) for obligation arising from the employment contracts incurred in
       the ordinary course of business, no present or former employee of the
       Companies has any claim (whether under any law, employment agreement or
       otherwise) on account of, or for, (a) severance or overtime pay, other
       than overtime pay for the current payroll period; (b) wages or salary
       (excluding bonuses and amounts accruing under any pension and
       profit-sharing plans listed in Schedule 4.24 for any period other than
       the current payroll period; (c) vacation, time off, or pay in lieu of
       vacation or time off, other than that earned in respect of the current
       fiscal year to which no provisions has been made in the Balance Sheets;
       (d) any violation of any statute, ordinance or regulation relating to
       minimum wages or maximum hours of work; (e) severance indemnity; or (f)
       any other fringe benefits whatsoever.

4.26   INSURANCE POLICIES
       Schedule 4.26 sets forth a true and correct list of the policies of fire,
       casualty, civil liability and other forms or insurance. All such
       insurance policies are in full force and effect in accordance with the
       terms thereof, all premiums thereunder have been punctually paid as due,
       and such policies will expire on the dates specified in Schedule 4.26.

4.27   GUARANTEE
       Neither of the Companies released any kind of guarantee, indemnity or
       security or are otherwise liable for any indebtedness of any other
       person, firm or corporation except as endorser of checks received and
       deposited in the ordinary course of business.

4.28   BROKER'S FEES
       Sellers have not incurred any liability for any brokerage, finder's or
       similar fees or commissions in connection with the transactions
       contemplated hereby, the payment of which could be validly claimed from
       the Companies or the Buyer.



                                       17
<PAGE>

4.29   BOOKS AND RECORDS
       The books of account, stock record books and minute books and other
       corporate records of the Companies are appropriately kept and all the
       matters contained therein are accurately reflected, to the extent
       appropriate, on the Balance Sheets. Copies of the current valid version
       of the Articles of Association and of all notaries deeds concerning any
       increase of capital of the Companies, as well as the Shareholders' Ledger
       and the Shareholders' and Board of Directors' meetings' minutes books of
       the Companies shall be made available to Buyer before Closing [BOOKS TO
       BE DISCLOSED TO BUYER] and are correct and complete to the date hereof.

4.30   BANK ACCOUNTS AND SAFE DEPOSIT BOXES
       Set forth on Schedule 4.30 hereto is a list of (a) all bank accounts
       maintained by the Companies, together with the names of authorized
       signatories on each such account, and (b) the location of all safe
       deposit boxes maintained by the Companies, together with the names
       of the persons authorized with access thereto.

4.31   SUBCONTRACTORS
       Attached hereto as Schedule 4.31 is a list of all subcontractors and
       suppliers to the Companies providing goods or services of a value of at
       least ITL. 100,000,000 (one hundred million Italian Lire), or more during
       the 1999 fiscal year, as well as those expected to supply goods or
       services of a value of at least ITL 100,000,000 (one hundred million
       Italian Lire), or more, in 2000 fiscal year. None of the agreements
       listed in the said Schedule 4.31 could be intended or construed as hidden
       employment agreements, nor infringes any mandatory provision of law,
       including, by way of example, Laws no. 1369 of October 23, 1960 or no.
       877 of December 18, 1973, as amended.

4.32   OWNERSHIP
       Sellers are, jointly, the sole record and beneficial holders and owner
       of the SHARES, which represents 100% (one hundred per cent) of all the
       authorized, issued and outstanding stock of CAPSOL and of OCIESSE.

4.33   TITLE
       Sellers have good and marketable title to the SHARES, free and clear
       of all adverse claims, options, liens, security interests, restrictions
       and other encumbrances.

4.34   CONSENTS
       (a)    The Sellers have full and absolute legal right, capacity, power
              and authority to enter into this Agreement and any ancillary
              agreements to which they are a party and this Agreement and said
              ancillary agreements are the valid and binding obligation of such
              Sellers, enforceable against such Sellers in accordance with their
              terms.

       (b)    The Sellers have full legal right and power to transfer and
              deliver the SHARES to Buyer, in the manner provided in this
              Agreement, and upon transfer and delivery of the SHARES, pursuant
              to the terms of this Agreement, Buyer is receiving good and
              marketable title to 100% (one



                                       18
<PAGE>

              hundred per cent) of the total corporate capital of CAPSOL and
              of OCIESSE, free and clear of all adverse claims, options, liens,
              security interests, restrictions and other encumbrances.

       (c)    Neither the execution, delivery and performance of this Agreement
              by Sellers or any ancillary agreements to which they are a party
              nor the consummation of the transactions contemplated hereby or
              thereby nor compliance by Sellers with any of the provisions
              hereof or thereof will (i) conflict with, or result in any
              violations of, or cause a default (with or without notice or lapse
              of time, or both) under, or give rise to a right of termination,
              amendment, cancellation or acceleration of any obligations
              contained in or the loss of any material benefit under, any term,
              condition or provision of any contract to which Sellers are a
              party, or by which such Sellers or any of their properties may be
              bound or (ii) violate any law applicable to Sellers or any of
              their properties, which conflict or violation would prevent the
              consummation of the transactions contemplated by this Agreement or
              result in an encumbrance applicable to the Companies' or Sellers'
              assets or give rise to any claim against the Companies, any
              Sellers, the Buyer, or any affiliate of the Buyer or have a =
              material adverse effect on the Companies, any Sellers the Buyer or
              any affiliate of the Buyer.

       (d)    Except as contemplated by this Agreement, no permit,
              authorization, consent or approval of or by, or any notification
              of or filing with, any person or governmental entity is required
              in connection with the execution, delivery and performance by such
              Sellers of this Agreement or any ancillary agreement to which
              their are a party or the consummation by such Sellers of the
              transactions contemplated hereby and thereby

4.35   PRINCIPAL CUSTOMERS
       The relationships of the Companies with their principal customers are
       normal and amicable and neither the Sellers nor either of the Companies
       have received any indication that any such customer is or may be
       unwilling to do business with Buyer in the future, with respect to the
       Companies.

4.36   SUBSIDIES AND GRANTS
       The Companies have been granted with the grants and subsidies listed in
       Schedule 4.36 hereto.


                                   ARTICLE 5
                    REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Sellers as set forth below:

(a)    Each of the warranties and representations contained in this Article 5
       is true, correct and not misleading on the date hereof and shall be true,
       correct, and not misleading on the Closing.

(b)    Buyer undertakes to promptly inform in writing Sellers of any fact, act
       or circumstance (whether occurred or become known after the date hereof)
       which



                                       19
<PAGE>

       may render any of the representation and warranties of this Article 5
       untrue, incorrect or misleading.

(c)    Buyer shall indemnify Sellers in respect of damages or costs suffered by
       them in the event that the warranties and representations contained in
       this Article 5 prove to be incorrect or untrue in any material respect.

(d)    Buyer is a corporation duly organized, validly existing and in good
       standing under the laws of its jurisdiction of incorporation and is
       qualified to conduct its business in the manner in which it is now being
       conducted.

(e)    No consents by any third party, including public authorities, are needed
       to authorize the execution and performance of this Agreement by Buyer,
       other than those obtained prior to the Closing. All corporate and other
       proceedings required to be taken by Buyer to authorize the execution,
       delivery and performance of this Agreement have been duly and properly
       taken, and this Agreement has been duly executed by Buyer and constitutes
       the legal, valid and binding obligation of Buyer in accordance with its
       terms.

(f)    The execution and delivery of this Agreement and the consummation of
       the transactions contemplated hereby, will not conflict with, or result
       in a breach of, or constitute a default under or give rise to a right
       of termination, cancellation or acceleration of, the articles of
       incorporation or the by-laws of Buyer or violate any agreement,
       judgement, order, injunction, award, decree, law or regulation applicable
       to Buyer.


                                   ARTICLE 6
                              INDEMNITY, SECURITY

6.01   GENERAL PROVISIONS

[A]    Sellers shall indemnify and hold harmless Buyer or, at the request
       of Buyer (but subject to Article 6.02), the Companies and their
       respective successors and assigns, affiliates, officers, directors
       and employees (hereinafter referred to as the < Indemnified
       Party >), to the extent set forth below, from and against all
       liability, loss, cost or expense, including performance or
       contributions in kind and reasonable attorneys' and other
       professionals' fees and (without prejudice to the provisions of
       art. 6.02 below) taxes incurred in connection with the receipt of
       indemnification payments (hereinafter referred to as the
       < Losses >), which may be sustained by an Indemnified Party, by
       reason of the breach (intentional or unintentional) of any
       covenant, representation or warranty contained in this Agreement
       or any document or certificate delivered pursuant hereto. The
       foregoing shall in no way be deemed to waive or restrict other
       legal remedies available to Buyer under the applicable law;
       provided that Buyer shall not be entitled to terminate this
       Agreement except in case of a material breach of Sellers.

[B]    Any obligation hereunder, including without limitation, indemnification
       obligations pursuant to Article 6 is undertaken by Sellers jointly and
       severally, except for the indemnification obligations deriving from the
       breach of Articles



                                       20
<PAGE>

       4.32, 4.33 and 4.34 in which cases the Sellers' liability toward
       Buyer shall be individual.

[C]    If subsequent to any indemnification payment by Sellers, the Companies,
       or the Buyer, receive payment or reimbursement of such indemnification
       amount, then the amount of such payment or reimbursement, less any costs
       incurred by the Companies to recover that amount, shall be immediately
       paid to Sellers.

6.02   EXTENT OF THE INDEMNITY OBLIGATION OF THE SELLERS
       Notwithstanding anything to the contrary provided in Article 6.01, Buyer
       undertakes not to avail itself of the right to require Sellers to pay any
       indemnity hereunder to the Companies (and not to the Buyer) unless
       failure by Buyer to avail itself of such right would negatively affect
       Buyer's tax affairs. Appropriate consideration for the assumption by
       Sellers of such indemnity obligation has been included in the Purchase
       Price payable to Sellers pursuant to Article 1.1 above.

6.03   EXCLUSIONS AND LIMITATIONS
       Anything herein or in any applicable law to the contrary notwithstanding:

       (a)    Sellers shall not be liable to Buyer under Article 6.01 until the
              aggregate amounts of all such Losses that would be due pursuant to
              such Article 6.01 exceeds ITL 500,000,000 (five hundred million
              Italian Lire) in the aggregate, and then only to the extent of the
              excess of said threshold. However, the mentioned threshold of ITL
              500,000,000 (five hundred million Italian Lire) will not apply to
              the indemnification of Losses arising from (i) the violation of
              Articles 4.02, 4.22 (but only with reference to any indebtness of
              the Companies against shareholders and not to the other cases
              mentioned therein), 4.28, 4.32, 4.33, or 4.34; and (ii) any claims
              which the Companies may receive from the following employees:
              Francesco Garibaldi, Stefania Garibaldi, Annamaria Agnottoli,
              Maddalena Garibaldi, Laura Garibaldi; provided that, if such limit
              is exceeded, Sellers' liability shall be limited to the excess;
       (b)    As far as Losses arising from the violation of Article 4.07 (Tax
              returns and audit) are concerned, Sellers shall not be liable to
              Buyer under Article 6.01 until the aggregate amount of such Losses
              exceeds 300 Million ITL and then only to the extent of the excess
              of said treshold;
       (c)    Sellers' maximum aggregate liability under Article 6.01 shall be
              limited to the Purchase Price;
       (d)    The amount of all indemnities payable by Sellers pursuant to
              Section 6.01 shall be reduced in accordance with the following
              provisions:
              (i)    In the event and to the extent that (1) any liability,
                     cost, loss, damage, or expense to be indemnified by Sellers
                     under Section 6.01 is deductible by the Companies for
                     income tax purposes in any given fiscal year and that (2)
                     Sellers' indemnity payment thereunder does not constitute
                     taxable income for Buyer as recipient of such payment,
                     then, in such event and to such extent, the amount of any
                     liability, cost, loss, damage or expense to be indemnified
                     by Sellers under such Section 6.01 will be reduced by a
                     percentage equal to the percentage of the actual aggregate
                     rate of income tax applicable to



                                       21
<PAGE>

                     the Companies for the fiscal year in which the income tax
                     deduction may first be taken.
              (ii)   In the event that (1) any liability, cost, loss, damage or
                     expense to be indemnified by Sellers under Section 6.01 is
                     deductible by the Companies for income tax purposes in any
                     given fiscal year and that (2) Sellers' indemnity payment
                     thereunder constitutes taxable income for Buyer as
                     recipient of such payment but is taxed at an aggregate
                     current income tax rate lower than the aggregate current
                     income tax rate applicable to the Companies, then, in such
                     event, the amount to be paid by Sellers as indemnity under
                     Section 6.01 shall be reduced pursuant to paragraph (i)
                     above, but the amount so resulting shall be grossed up in
                     order to reflect taxation due by Buyer thereon;

       (e)    Without prejudice to the provisions of Paragraph (c) preceding,
              the amount of all indemnities payable by Sellers to Buyer pursuant
              to Section 6.01 shall be further reduced by:

              (i)    any reserve amount recorded on the Balance Sheet relating
                     to the event giving rise to indemnification;
              (ii)   the amount of any insurance or similar payment that the
                     Companies have received or are entitled to receive in
                     connection with the event giving rise to indemnification;
              (iii)  the amount of any indemnification that the Companies or
                     Buyer have received from any third party;

       (f)    In the event that, at any time between the Closing and the date
              upon which the liability of Sellers for Tax or social security
              matters shall expire pursuant to Paragraph (h) below, any law,
              regulation, order or decree should be enacted in Italy having as
              an effect the right to settle, in whole or in part, tax or social
              security obligations of the Companies covered by Sellers'
              indemnity obligation hereunder (any such law, regulation, order
              or decree is hereinafter referred to as an < Amnesty >), the
              following provisions shall apply:

              (i)    Sellers shall have the right to request the Buyer that the
                     Companies avail themselves of the Amnesty;
              (ii)   Buyer shall have the right to determine, in its sole
                     discretion (irrespective of any request of Sellers under
                     Paragraph (i) preceding), whether or not the Companies
                     should avail themselves of the Amnesty and shall promptly
                     notify to Sellers its intention to avail itself of the
                     Amnesty. Failure by Sellers to reply to Buyer's notice
                     within 30 days from receipt of the same shall be considered
                     as a consent by Sellers to Buyer's request;
              (iii)  if Buyer elects to proceed with an Amnesty in agreement
                     with Sellers or pursuant to the Sellers' request, all costs
                     and expenses of such Amnesty shall be borne by Sellers;
              (iv)   if Buyer elects not to proceed with an Amnesty
                     notwithstanding Sellers' request pursuant to Paragraph (i)
                     preceding, it shall be free to do so, but Sellers'
                     liability in respect of the matter constituting the subject
                     of such Amnesty shall be limited to the amount that would
                     have been paid by Sellers pursuant to Paragraph (iii)
                     preceding had



                                       22
<PAGE>

                     Buyer elected to proceed with the Amnesty in accordance
                     with Sellers' request;
              (v)    if Buyer elects to proceed with an Amnesty against Sellers
                     opinion, all costs and expenses of such Amnesty shall be
                     borne by Buyer; In the event that a tax audit or an
                     assessment ("accertamento") is subsequently carried out by
                     the authority and irregularities arise that would give way
                     to penalties of any kind, Sellers shall indemnify Buyer for
                     the amount of any expenses incurred by the Buyer for filing
                     and obtaining the Amnesty .

       (g)    Sellers will not be required to indemnify Buyer under Article 6.01
              in respect of any Losses, unless and until such Losses have become
              actual and has been paid for by the Companies or has become the
              subject matter of a final and uncontestable obligation to pay of
              the relevant party.

       (h)    In no event will Sellers be responsible to Buyer under Section
              6.01 in respect of:

              (i)    any actual or alleged inaccuracy or breach of the
                     representations and warranties referred to therein (other
                     than representations and warranties referred to at point
                     (ii) below) which is notified to Sellers later than
                     twenty-four (24) months following the Closing; or

              (ii)   any actual or alleged inaccuracy or breach of the
                     representations and warranties referred to in Articles
                     4.02, 4.07, 4.22, (but only with reference to any
                     indebtness of the Companies against shareholders and not to
                     the other cases mentioned therein) 4.28, 4.32, 4.33, or
                     4.34 or any claims which the Companies may receive from the
                     following employees: Francesco Garibaldi, Stefania
                     Garibaldi, Annamaria Agnottoli, Maddalena Garibaldi, Laura
                     Garibaldi; which is notified to Sellers later than thirty
                     (30) Business Days after the expiration of (i) the date of
                     the final tax assessment against the Companies where
                     applicable, or (ii) the expiration of the mandatory statute
                     of limitations whichever occurs last;

              provided, however, that Sellers' obligations arising under Section
              6.01 or otherwise shall survive the expiration of the time limits
              provided under (i) and (ii) above in respect of any actual or
              alleged breach of the representations or warranties of Sellers
              referred to therein which, as of the date of such expiration,
              constitutes the subject matter of a notice of claim under this
              Article 6.

6.04.    ESCROW
         As security for (i) the indemnification obligations of the Sellers
         pursuant to Articles 6.1. and 6.2. hereof; and (ii) the obligations of
         the Sellers pursuant to Article 7.1. below, at Closing the Sellers
         shall deposit the amount of ITL 2,438,983,882 (two billion four hundred
         thirty eight million nine hundred eighty three thousand eight hundred
         eighty two Italian Lire) with the Escrow Agent. Said amount shall be
         retained in the escrow, on the terms set out in an escrow agreement, as
         set forth on Schedule 3.02.(g) hereto (hereinafter referred to as



                                       23
<PAGE>

         the "Escrow Agreement"), which shall be executed at Closing. The amount
         so deposited shall be released, or otherwise disposed of, under the
         terms of the said Escrow Agreement.

6.05     CLAIMS HANDLING
         In the event the Buyer shall have a claim against the Sellers, pursuant
         to this Agreement, it shall promptly send written notice thereof to the
         Sellers, indicating the nature of the claim and the amount thereof.

         The Buyer shall have the right to assert claims from time to time and
         the assertion and/or disposition of any claims shall not exhaust the
         rights of the Buyer with respect to further claims.

         The Sellers shall have a period of thirty (30) days from receipt of
         notice of a claim of the Buyer either to allow or contest said claim.
         Prior to the expiration of said twenty (30) Business Days period the
         Sellers shall send notice to the Buyer of their determination to either
         allow or contest said claim; failure to give such notice to the Buyer,
         within the stated deadline, by the Sellers shall be deemed as allowance
         of the claim by the Sellers.

         If the claim is allowed, the Escrow Agent shall pay to the Buyer the
         amount requested, within a period of five days from the allowance, or
         deemed allowance, of the Sellers.

         In the event the claim of the Buyer is contested by the Sellers, then
         the Parties shall endeavor to settle and compromise the dispute
         amicably; in the event no agreement is reached within 30 (thirty) days
         from the challenge of the claim, or 60 (sixty) days from Sellers'
         receipt of Buyer's notice, whichever occurs first, then the issue shall
         be determined by arbitration, in accordance with the provision of
         Article 8.15 below.

         The Escrow Agent shall pay to the Buyer any amount which will be due in
         accordance with the arbitration award, as soon as possible upon service
         of a certified copy of such arbitration, regardless of any further
         appeal which might be raised against the said award.

6.06     THIRD PARTY CLAIMS
         The Buyer shall promptly give written notice to the Sellers according
         to art. 6.5 above of any claim of a third party which might result in a
         claim, suit, action or proceeding of the Buyer against the Sellers, in
         accordance with this Agreement. (hereinafter referred to as "Third
         Party Claim")

         Sellers shall have the right to participate, and, to the maximum extent
         permitted by law, join, at their cost, by counsel or counsels of their
         choice, in the defense of any claim, action, suit or proceeding
         asserted or initiated against the Companies and/or the Buyer
         constituting the subject matter of a notice of a Third Party Claim.

         Buyer shall properly and diligently defend, and shall cause the
         Companies to properly and diligently defend, any Third Party Claim and
         shall refrain, and shall



                                       24
<PAGE>

         cause the Companies to refrain, from taking any action which could
         prejudice the defense of Sellers' interest hereunder.

         Buyer shall not make or accept any settlement of any Third Party Claims
         nor shall make acquiescence thereto or, as the case may be, to any
         demand, assessment, judgement or order constituting the subject matter
         of a notice to Sellers of a Third Party Claims or, as the case may be,
         having resulted from any such claim, action, suit or proceeding, nor
         shall permit the Companies to do so, without the prior written consent
         of Sellers, which consent shall not be withheld without reasonable
         justification.

         If a firm offer is made to the Companies or to Buyer to settle any
         matter giving rise to the Sellers' liability under this Article 6 which
         Sellers but not Buyer, are willing to accept, Buyer and/or the
         Companies (as the case may be) shall be free not to enter into such
         settlement and to commence or continue litigation, at its/their own
         expense, but Sellers' liability under Article 6.01 or otherwise shall
         be limited to the amount of the proposed settlement, including monetary
         amounts and performance or contributions in kind.


                                    ARTICLE 7
                             ADDITIONAL UNDERTAKINGS

7.01   NON-COMPETE CLAUSE
       For a period of 5 years after the date of this Agreement, each of the
       Sellers hereby covenants and agrees to comply with and perform each of
       the terms and provisions described in the following subparagraphs:

       (a)    each of the Sellers shall not, without the prior written consent
              of the Buyer, either directly or indirectly, throughout the world,
              either on his own behalf or in the service or on behalf of others,
              engage in or be employed by any business that competes directly or
              indirectly with the current business of either of the Companies,
              or does business in any manner (any such other business being
              herein referred to as a < Competing Business >) as a partner,
              officer, executive employee, guarantor, director, shareholder
              (other than as owner of less than five percent of the issued and
              outstanding stock of a publicly owned corporation whose securities
              are traded on a nationally recognized stock exchange), consultant,
              salesperson, joint venturer, investor, or any other manner or
              capacity whatsoever;
       (b)    each of the Sellers shall not, without the prior written consent
              of the Buyer, either directly or indirectly, either on his own
              behalf or in the service or on behalf of others, or in any manner
              or capacity whatsoever, solicit or service for, or divert or
              appropriate to any Competing Business, or attempt to solicit,
              divert or appropriate any Competing Business, any person or entity
              which is, or was at any time during the two year period preceding
              this Agreement, a customer of either of the Companies (a
              "Customer");
       (c)    each of the Sellers shall not, either directly or indirectly,
              either on his behalf or on the behalf of others, or in any manner
              or capacity whatsoever, solicit, divert or hire away, or attempt
              to solicit, divert or hire away, to any Competing Business, any
              person employed by Company or by any



                                       25
<PAGE>

              affiliated entity of either of the Companies, whether or not
              such employee is a full-time or temporary employee, and whether
              or not such employment was pursuant to written agreement and
              whether or not such employment was for a determined period or
              was at will.

       In each case of a violation of the above undertaking the defaulting
       Seller shall be liable to Buyer for damages, which shall be liquidated by
       taking into account the amount of the goodwill paid by the Buyer
       hereunder, i.e. the difference between the net book value of the
       Companies and the purchase price, without prejudice to other relief and
       remedies. Nothing contained in this provision shall be deemed to prohibit
       the Sellers from investing in equity securities of a publicly held
       company engaged in competing business provided the securities of such
       business are traded on a national or regional securities exchange or on
       an over the counter market, and provided further the holdings of Sellers
       do not amount to more than five percent (5%) of the fair market value of
       all the issued and outstanding equity securities of such company in the
       aggregate.

7.02   CONFIDENTIALITY
       Sellers shall keep strictly confidential all business and trade secrets
       for the present and envisaged production, distribution or development of
       the products of the Companies, in particular recipes and formulae, and
       shall not disclose such secrets to third parties, either directly or
       indirectly, nor cause, support or cover such disclosure by third parties.
       Sellers shall not retain any copies of the documentation with regard to
       business and trade secrets as supplied to Buyer. This includes all
       recipes and formulae and copies thereof.

7.03   RELEASE OF DIRECTORS

       Without prejudice to the indemnification obligations undertaken by
       Sellers hereunder, Buyer hereby undertakes to:
       (i)    refrain from starting any action or proceedings pursuant to
              Section 2395 of the Italian Civil Code against the directors of
              the Companies who shall resign at Closing and those who ceased
              from office during a period of five years prior to Closing;
       (ii)   refrain from voting the CAPSOL SHARES or the OCIESSE QUOTA in a
              manner which would allow Capsol or, as the case may be, Ociesse to
              start against the aforesaid directors any action or proceedings
              pursuant to Section 2393 of the Italian Civil Code.


                                    ARTICLE 8
                                  MISCELLANEOUS

8.01   ENTIRE AGREEMENT AND MODIFICATION
       This Agreement and the Schedules hereto and other documents referenced
       herein replace and supersede all other agreements and understandings
       between and among the parties hereto, oral and written, and constitute
       the entire agreement between and among the parties. No changes or
       modifications of, or additions to, this Agreement shall be valid unless
       the same shall be in writing and signed by all parties hereto affected by
       such modifications or additions.

8.02   COUNTERPARTS



                                       26
<PAGE>

       This Agreement has been executed in two identical counterparts (one for
       the Buyer and one collectively for the Sellers) in English language, each
       of which shall be deemed an original, but all of which together will
       constitute one and the same instrument.

8.03   HEADINGS
       Any article, section and paragraph headings contained in this Agreement
       are inserted for convenience only and shall not affect in any way the
       meaning or interpretation of this Agreement.

8.04   GOVERNING LAW
       This Agreement shall be construed and interpreted according to the laws
       of the Republic of Italy.

 8.05  PAYMENT OF FEES AND EXPENSES
       Each party shall pay all fees and expenses of such party's respective
       counsel, accountants and other agents and experts, and all other expenses
       incurred by such party incident to the negotiation and execution of this
       Agreement and the consummation of the transactions contemplated hereby.
       Notary fees and registration costs incidental with this Agreement and the
       stamp duties due on the transfer of the SHARES shall be borne by the
       Buyer. Any expenses incurred by the Companies prior to Closing in
       connection with or relating to this transaction shall be paid directly by
       Sellers.

 8.06  NOTICES
       All notices, requests, demands and other communications hereunder shall
       be in writing and shall be effective upon the receipt thereof by
       registered or certified mail, postage prepaid, and addressed as set forth
       below:

       (a)    If to Buyer:

              Capsol Berry Plastics Srl
              Via Turati, 40
              20121 Milan
              Attn. Steve Cassidy
              Fax 02.29014121

              with copy to:

              O'Sullivan Graev & Karabell, LLP
              30 Rockfeller Plaza
              New York, New York 10112, USA
              Attn. Michael J. O'Brien, Esq.
              Fax  001.212.408.2420

              and to :

              Mazzeschi Novelli & Porcari
              40, Via Turati
              20121 Milano, Italy



                                       27
<PAGE>

              Attn. Marco Mazzeschi, Esq.
              Fax  02.29014121

       (b)    If to Sellers, one copy only addressed to :

              Giuseppe Garibaldi
              Via Ugo Foscolo, 23
              20059 Vimercate - Milan
              Fax  02.700410648

              and to:

              Vita Samory, Fabbrini e Associati
              Corso Matteotti 10
              20121 Milano, Italy
              Attn. Luca Fabbrini, Esq.
              Fax 02.76011200

       All notices between the parties shall be sent also by telefax, with a
       copy to Berry Plastics Corporation at 001.812.421.9604

       Any party may change the address to which notices are to be addressed by
       giving the other party written notice in the manner herein set forth.

8.07   SURVIVAL OF REPRESENTATIONS AND WARRANTIES
       All representations and warranties made by the parties in this Agreement
       or in any instrument, certificate or other document delivered pursuant to
       this Agreement shall survive the consummation of the transactions
       contemplated hereby notwithstanding any investigation by any party. All
       such representations and warranties shall be deemed material and relied
       upon by the party to whom made, notwithstanding that such representations
       and warranties are made or given on the basis of documentation prepared
       by, or information obtained from, representatives and/or agents of the
       Parties.

8.08   BINDING AGREEMENT; ASSIGNMENT
       This Agreement shall be binding upon and inure to the benefit of the
       parties named herein and their respective permitted successors and
       assigns. Neither this Agreement nor any of Buyer's or Sellers' rights,
       interests or obligations hereunder may be assigned, nor any duties
       delegated, without the prior written consent of the other party to this
       Agreement unless otherwise provided herein.

       Anything contained in this Agreement to the contrary notwithstanding, the
       Buyer may, without the prior written consent of any other Party, assign
       any of all of its rights and interests hereunder to any lender or lenders
       providing financing to the Buyer as collateral security for such
       financing, to the extent that any such assignment does not diminish or
       otherwise impair the validity and enforceability of the obligations
       undertaken by Buyer hereunder.

 8.09  SEVERABILITY
       Should any provision, or provisions, of this Agreement for any reason be,
       or



                                       28
<PAGE>

       become, invalid or not capable of performance, in whole or in part, then
       the validity of the remaining provisions of this Agreement shall not be
       affected thereby. In lieu of the invalid or inoperable provision, this
       Agreement shall be applied in a reasonable manner, which, so far as
       legally permissible, comes as close as possible to the application of
       what the parties intended, according to the spirit and purpose of this
       Agreement. In case of a provision being invalid, because of the extent
       of performance or period of time (term and date) called for by such
       provision, including but not limited to, the provisions of Article 7.1
       of this Agreement, then the agreed upon extent of performance or period
       of time (term or date) shall be replaced by such performance or period
       of time (term or date) as is legally permissible, and which comes closest
       to the invalid provisions.

8.10   INSTRUMENT OF FURTHER ASSURANCE
       Sellers shall at any time and from time to time, upon the reasonable
       request by Buyer, cause the execution and delivery to Buyer of such
       further memoranda, instruments or agreements, and take such other action
       as Buyer may reasonably request, in order to more sufficiently convey,
       assign, transfer, deliver and/or perfect and record Buyer's title to the
       SHARES or to document this transaction with respect to any jurisdiction.

8.11   REMEDIES
       Nothing contained herein is intended to or shall be construed so as to
       limit the remedies which any party may have against the other party due
       to the breach of any representation warranty and undertakings under this
       Agreement and made under or pursuant to this Agreement, it being intended
       that any remedies shall be cumulative and not exclusive.

8.12   PUBLICITY
       Prior to Closing no press release, public announcement, confirmation or
       other information regarding this Agreement or the transactions provided
       for hereunder shall be made by any party without the express prior
       written approval of the other Party. Prior to Closing the Parties will
       consult with each other with respect to the timing and content of
       disclosure to suppliers, customers and personnel of the Companies.

8.13   SCHEDULES, ETC.
       All Schedules provided for herein and the documents and instruments
       delivered hereunder are expressly made a part hereof as fully as though
       set forth completely herein, and all references to this Agreement shall
       be deemed to refer to and include all such Schedules and instruments. Any
       material and intentional breach or a default under any provision of any
       such document or instrument shall for all purposes constitute a breach of
       or a default under this Agreement.

8.14   WAIVER
       Compliance with any provision hereof may be waived only in writing signed
       by the party against which such waiver is sought to be enforced. No
       exercise of, or failure to exercise, any right hereunder, and no partial
       or single exercise of any such right, shall operate as a waiver or
       otherwise affect such exercise or any such exercise, of that, or any
       other, right it being understood, except as otherwise specifically
       provided herein, that all such rights and all remedies



                                       29
<PAGE>

       thereof are intended to be cumulative and not exclusive.

8.15   CONTROVERSIES
       All disputes arising in connection with this agreement shall be
       exclusively and finally settled pursuant to the Rules of Conciliation and
       Arbitration of the International Chamber of Commerce by a panel of three
       arbitrators appointed in accordance with said Rules. One arbitrator shall
       be appointed de by Buyer, the second arbitrator jointly by the Sellers
       and the Chairman directly by the ICC. The place of arbitration shall be
       Milan and the language of the proceedings shall be in English

IN WITNESS WHEREOF, this deed, including the above mentioned and following
schedules and all other documents affixed thereto has been signed by each of the
parties as of the date below written.


BERRY PLASTICS CORPORATION

Name:   Martin R. Imbler
Title:  Chief Executive Officer
Date:                    , 2000
        -----------------

Signature
          ---------------------


Mrs. Annamaria AGNOTTOLI

Date:                    , 2000
        -----------------

Signature
          ---------------------


Mr. Giuseppe GARIBALDI

Date:                    , 2000
        -----------------

Signature
          ---------------------


Mr. Francesco GARIBALDI

Date:                    , 2000
        -----------------

Signature
          ---------------------


Mrs. Maddalena GARIBALDI

Date:                    , 2000
        -----------------

Signature
          ---------------------


Mrs. Maria Lorenza ZAMBON

Date:                    , 2000
        -----------------

Signature
          ---------------------



                                       30
<PAGE>
<TABLE>

                                LIST OF SCHEDULES
<S>                      <C>
-     Schedule "A"       Allocation of SELLERS' interests in CAPSOL and OCIESSE
-     Schedule "B"       Allocation of SELLERS' interests in GAZA
-     Schedule "C"       Description of the Colnago Real Estate
-     Schedule "D"       Description of the Buccinasco Real Estate
-     Schedule 1.01      Allocation of the Purchase Price
- Schedule 3.02(a)       Directors and Auditors' fee
- Schedule 3.02(c)       form of statement confirming validity of representations
- Schedule 3.02(d)       draft deed of transfer of the OCIESSE SHARE
- Schedule 3.02(g)       Form of Escrow agreement
- Schedule 3.02(i)       draft lease agreement concerning the Buccinasco Real Estate
- Schedule 3.02(j)       draft lease agreement concerning the Colnago Real Estate
- Schedule 3.02(k)       List of personal guarantees with banks and of money owed by the Companies to the banks
- Schedule 3.02(l)       draft consultancy agreement with Mr. G. Garibaldi
- Schedule 3.02(m)       draft non competition agreement with Angelo Garibaldi
- Schedule 3.02(p)       Terms of labor relationship with A. Garibaldi
- Schedule 4.03          CAPSOL and OCIESSE's balance sheet of profit and loss statement for the fiscal year
                         ended December 31st, 1999. CAPSOL and OCIESSE's interim financial statements as of
                         May 31, 2000
- Schedule 4.09(a)       restrictions on moulds
- Schedule 4.09(b)       list of moulds owned
- Schedule 4.11          list of patents and trademarks
- Schedule 4.18          list of contracts and commitments
- Schedule 4.21(a)       list of executives, employees, agents
- Schedule 4.21(b)       salary, commissions, benefits to employees and agents
- Schedule 4.23          outstanding financial interests
- Schedule 4.24          list of Labor Agreements, employee benefits plans and Employment Agreements.
- Schedule 4.26          list of all insurance policies
- Schedule 4.30          bank accounts and safe deposit boxes
- Schedule 4.31          list of all subcontractors and suppliers to the Companies
- Schedule 4.36          list of subsidies and grants
</TABLE>


                                      31