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                                                                EXHIBIT 10.20(c)

                             STOCKHOLDERS AGREEMENT


     STOCKHOLDERS AGREEMENT, dated as of November 19, 1996, by and among EPI
Technologies, Inc., a Delaware corporation (formerly named "Environmental
Purification Industries, Inc.") (the "COMPANY"), the undersigned investors
(collectively the "Investors" and individually an "Investor"), and Meridian
National Corporation, a Delaware corporation ("Meridian"), (the Investors and
Meridian sometimes hereinafter collectively referred to herein as the
"Stockholders" or individually as the "Stockholder").

                                    PREAMBLE

     The Investors are purchasing shares of the Company's Common Stock, $.01 par
value (the "Common Stock") pursuant to that certain Stock Purchase Agreement of
the same date herewith between the Company and the Investors (the "Stock
Purchase Agreement"). Meridian holds 100 shares of Common Stock of the Company.
One of the conditions to the Closing (as defined in the Stock Purchase
Agreement) is the execution of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


                                    ARTICLE I

                              ELECTION OF DIRECTORS

     1.1  ELECTION OF DIRECTORS. At each annual meeting of the stockholders of
the Company, or at each special meeting of the stockholders of the Company
involving the election of directors of the Company, and at any other time at
which stockholders of the Company will have the right to or will vote for or
render consent in writing regarding the election of directors of the Company,
then and in each event, the Stockholders hereby covenant and agree to vote all
shares of capital stock of the Company presently owned or hereafter required by
them (whether owned of record or over which any person exercises voting control)
in favor of the following actions:

      (a) to fix and maintain the number of directors at four (4);

      (b) to cause and maintain the election to the Board of Directors of the
Company of (i) one (1) representative designated by the Investors, who shall be
either Spencer Browne, Elliot Smith or an officer of MNP Corporation, and who
shall initially be Spencer Browne (an "Investor Director") and (ii) three (3)
representatives designated by Meridian who shall initially be Bruce F. Maison,
William D. Feniger and James L. Rosino (individually a "Meridian Director" and
collectively the "Meridian Directors"). The Investor Director shall be selected
by holders of a majority of the outstanding stock owned by the Investors.


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     1.2  REMOVAL. None of the parties entitled to designate directors hereunder
shall vote to remove any director designated by any other party or group of
Stockholders pursuant hereto, except for bad faith or willful misconduct. Each
of the parties hereto shall vote or cause to be voted all shares owned by them
or over which they have voting control (i) to remove from the Board of Directors
any director designated by any Stockholder or group of Stockholders pursuant
hereto at the request of such Stockholder or group of Stockholders, and (ii) to
fill any vacancy in the membership of the Board of Directors with a designee of
the party whose designee's resignation or removal from the Board caused such
vacancy.

     1.3  RESIGNATION. Concurrently with the consummation of a sale of
substantially all the shares owned by either the Investors or Meridian an, the
sellers shall deliver the resignations of the member(s) of the Board of
Directors of the Company who are represented by such seller's interest.

     1.4  NOTICES. The Company shall provide to each party entitled to designate
directors hereunder prior written notice of any intended mailing of notice to
stockholders for a meeting at which directors are to be elected, and any party
entitled to designate directors pursuant hereto shall notify the Company in
writing, prior to such mailing, of the person(s) designated by it or them as its
or their nominee(s) for election as director(s). If any party entitled to
designate directors hereunder fails to give notice to the Company as provided
above, it shall be deemed that the designee of such party then serving as
director shall be its designee for reelection.

     1.5  MEETINGS. Meetings of the Board of Directors shall be held no less
frequently than quarterly.

     1.6  COMMITTEES. Each party entitled to designate directors hereunder
hereby agrees that the Company shall not have any executive or similar committee
of the Board of Directors unless the Board of Directors unanimously consents to
the formation of such committee.


                                   ARTICLE II

                                RIGHT OF CO-SALE

      2.1 RIGHT OF CO-SALE. If Meridian proposes to sell any Shares ("Co-Sale
Shares") to a patty or affiliated group (the "transferee"), Meridian shall first
give reasonable notice in reasonable detail to each Investor in sufficient time
to allow each Investor to participate in the sale on the same terms and
conditions as Meridian; provided that if the sale involves a sale by Meridian of
fewer than 50% of its present share ownership, such Investor shall be entitled
to sell only that proportion of its Shares which is equal to the proportion of
Shares being sold by Meridian. To the extent any prospective purchaser or
purchasers refuses to purchase shares from an Investor exercising its rights of
co-sale hereunder, Meridian shall not sell to such prospective purchaser or
purchasers any Shares unless and until, simultaneously with such sale, Meridian
shall purchase the offered shares from the Investor.

     Notwithstanding the foregoing, the provisions of Section 2 shall not apply
to (i) any pledge of Co-Sale Shares made pursuant to a bona tide loan
transaction that creates a mere security interest, provided that (A) Meridian
shall inform the Investors of such pledge prior to effecting it and (B) the

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pledgee shall furnish the Investors with a written agreement to be bound by and
comply with all provisions of Section 2, (ii) the sale of any Co-Sale Shares to
the public pursuant to a registration statement filed with, and declared
effective by, the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"); or (iii) the sale of any Co-Sale Shares
to the Company.

     2.2   DRAG-ALONG RIGHTS. If at any time any one or more of the Stockholders
(the "Seller(s)") shall propose to undertake a sale of fifty percent (50%) or
more of the Company's then issued and outstanding shares of capital stock to a
single person (other than an Affiliate of Meridian as defined in the Stock
Purchase Agreement) in a single transaction or series of related transactions (a
"Proposed Transaction"), then each Stockholder other than the Seller(s) (a
"Minority Stockholder") shall, if requested by such Seller(s), sell all of his
Shares in such transaction on the same terms and for the same consideration,
subject to the provisions of this Section. Such Seller(s) shall give each
Minority Stockholder written notice of any Proposed Transaction (the "Drag-Along
Notice') at least thirty (30) days prior to the date on which such transaction
shall be consummated, including the terms and conditions thereof, and each
Minority Stockholder shall have the obligation to sell his Shares on such same
terms and conditions in accordance with the instructions set forth in such
notice, provided that the consideration to he paid to each such Minority
Stockholder shall be an amount in cash not less than the Fair Market Value (as
defined below) of such Shares. In such event, each Minority Stockholder shall
deliver the Share certificate(s) (accompanied by duly executed stock powers or
other instrument of transfer duly endorsed in blank) representing the Shares to
the Company or to an agent designated by the Company, for the purpose of
effectuating the transfer of the Shares to the purchaser and the disbursement of
the proceeds of such transactions to the Minority Stockholder(s). The Company
may, at its option, deposit the consideration payable for the Shares with a
depository designated by it and thereafter each Share certificate shall
represent only the right to receive the consideration payable in the
transaction.

For purposes of this Section 2.2, "Fair Market Value" of a Minority
Stockholder's Shares shall be determined as set forth herein. A Minority
Stockholder may, within five (5) days of receiving the Drag-Along Notice,
deliver written notice to the Seller(s) (an "Objection Notice") stating that the
proposed price is lower than the fair market value of his Shares. If no
Objection Notice is delivered within such period, then the purchase price per
Share shall be the proposed price. If an Objection Notice is delivered within
such time period, then, within five (5) days of delivery of the Objection
Notice, the Seller(s) and the Minority Stockholder(s) shall each appoint a
recognized appraisal firm who shall agree on and appoint a third independent
recognized appraiser (the "Independent Appraiser"). The Independent Appraiser
shall, within twenty (20) days of its appointment, make a determination of the
fair market value of the Shares, irrespective of any accounting treatment or any
premium or discount for majority or minority ownership position or any discounts
for lack of marketability, lack of control, market blockage, security laws or
other  restrictions on sale, or the like. The determination of Fair Market Value
in accordance with the foregoing procedures shall be final and binding upon the
Seller(s) and the Minority Stockholder(s).

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                                   ARTICLE III

                              MISCUE MISCELLANEOUS

     3.1   TRANSFER OF STOCK. Each Investor agrees not to Transfer any of his
shares of capital stock of the Company unless a majority of the members of the
Board of Directors of the Company determines, in advance, in the exercise of
their reasonable business judgment, that the holding of the shares by the
proposed transferee would not be "contrary to the reasonable best interests of
the Company". For purposes of this Section, "contrary to the reasonable best
interests of the Company" means that the proposed transfer would subject the
Company to substantial (I) competitive harm or (ii) regulatory risk to its
business or similar substantial adverse effects. In addition, the transferee
shall agree in writing to be bound by the terms and conditions of this
Agreement, execute a counterpart of this Agreement and comply with applicable
law in connection with such transfer. A determination by the Board of Directors
not to permit a requested transfer shall be in writing and shall set forth the
reasons for such determination. For purposes of this Agreement, "Transfer"
includes any sale, gift, assignment or other transfer or encumbrance, whether or
not for value, including involuntary transfers, of any shares of capital stock
of the Company.

      3.2 WORKING CAPITAL: GUARANTIES. Meridian will continue to maintain its
current level of working capital support to the Company. Meridian will not
revoke any guaranties heretofore made by Meridian of any indebtedness or
obligations of the Company.

      3.3 DURATION OF AGREEMENT. The rights and obligations of the Company and
each Stockholder under this Agreement shall terminate on the earliest to occur
of the following: (a) immediately prior to the consummation of the first
underwritten public offering by the Company pursuant to an effective
registration statement under the Securities Act of 1933 of any of its equity
securities for its own account in which the aggregate gross proceeds to the
Company equal or exceed $3,000,000, or when the Company first becomes subject to
the periodic reporting requirements of Section 12(g) or 15(d) of the 1934 Act,
whichever event shall first occur, (b) immediately prior to the consummation of
the sale of all, or substantially all, of the Company's assets or capital stock
or a merger, consolidation, reorganization or other business combination of the
Company which results in the transfer of more than 50% of the voting securities
of the Company, or (c) the fifth anniversary hereof.

     3.4  LEGEND. Each certificate representing shares of Common Stock shall
bear the following legend, until such time as the shares of Common Stock
represented thereby are no longer subject to the provisions hereof:

     "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933. THESE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE  ABSENCE OF
     SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER  SAID ACT. TRANSFER
     OF THESE SHARES IS FURTHER RESTRICTED AS  PROVIDED IN A STOCK PURCHASE
     AGREEMENT, A REGISTRATION RIGHTS  AGREEMENT AND A STOCKHOLDERS
     AGREEMENT, ALL DATED  NOVEMBER 19, 1996, COPIES OF WHICH ARE AVAILABLE
     AT THE COMPANY'S  OFFICE."

     3.5   SEVERABILITY: GOVERNING LAW.  If any provisions of this Agreement
shall be determined to be illegal or unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance with their
terms. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Ohio.

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     3.6   INJUNCTIVE RELIEF. It Is acknowledged that it will be impossible to
measure the damages that would be suffered by the nonbreaching party if any
party fails to comply with the provisions of this Agreement and that in the
event of any such failure, the nonbreaching parties will not have an adequate
remedy at law. The non-breaching parties shall, therefore, be entitled to obtain
specific performance of the breaching party's obligations hereunder and to
obtain immediate injunctive relief. the breaching party shall not urge, as a
defense to any proceeding for such specific performance or injunctive relief,
that the nonbreaching parties have an adequate remedy at law.

     If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.

      3.7 BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and
assignees, legal representatives and heirs. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. The administrator, executor or legal representative of any
deceased, juvenile or incapacitated Stockholder shall have the right to execute
and deliver all documents and perform all acts necessary to exercise and perform
the rights and obligations of such Stockholder under the terms of this
Agreement.

      3.8 MODIFICATION OR AMENDMENT. Neither this Agreement nor any provisions
hereof can be modified, amended, changed, discharged or terminated except by an
instrument in writing, signed by the Stockholders of at least a majority of the
shares of capital stock then subject to this Agreement held by Stockholders,
together with the consent of Investors holding at least 75% of the outstanding
shares of Common Stock held by all Investors.

     3.9  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall he deemed to be an original. but all of which
taken together shall constitute one and the same instrument.

     3.10 Notices. All notices to be given to any party shall he in writing and
delivered by hand in person, or by express overnight courier service, or by
electronic facsimile transmission (with a copy sent by first-class mail, postage
prepaid), or by registered or certified mail, return receipt requested, postage
prepaid, addressed (a) if to an Investor, at such Investor's address set forth
on the books of the Company, or at such other address as such Investor shall
have furnished to the Company in writing, or (b) if to the Company, at the
Company's current address (Attention:   President) at or at such other address
as the Company shall have furnished to the Investors.

     All such notices shall, when mailed or telegraphed, he effective when
received or when attempted delivery is refused.

     3.11 NO OTHER AGREEMENTS. Each Stockholder represents that he has not
granted and is not a party to any proxy, voting trust or other agreement which
is inconsistent with or conflicts with the provisions of this Agreement, and no
holder of Shares shall grant any proxy or become party to any


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voting trust or other agreement which is inconsistent with or conflicts with the
provisions of this Agreement.

     3.12 CERTIFICATE OF INCORPORATION AND BYLAWS. The certificate of
incorporation and bylaws of the Company may he amended in any manner permitted
thereunder, except that neither the certificate nor the bylaws shall be amended
in any manner that would conflict with, or be inconsistent with, the provisions
of this Agreement.




     IN WITNESS WHEREOF, the Company, the Investors and Meridian have executed
this agreement in counterparts as of the date first above specified.

                                   EPI TECHNOLOGIES, INC.


                                   By:  /s/ Bruce F. Maison
                                       ---------------------------------------
                                   Its: President
                                       ---------------------------------------


                                   INVESTORS:

                                    /s/ Spencer Browne
                                   -------------------------------------------
                                   SPENCER BROWNE


                                   MNP CORPORATION

                                   By:  /s/ Larry Berman
                                      ----------------------------------------
                                        Larry Berman, President

                                        Elliot Smith
                                      ----------------------------------------
                                        ELLIOT SMITH


                                   MERIDIAN NATIONAL CORPORATION

                                   By:  /s/ William D. Feniger
                                      ----------------------------------------
                                   Its: Chief Executive Officer
                                       ---------------------------------------