EXHIBIT 10.78

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COMMERCIAL INSTALLMENT NOTE (with Financial Covenants)                          Debtor Name: Pierce Plastics, Inc.
(Indiana version)                                                               Debtor #: 7108391722
----------------------------------------------------------------                Obligation #:
Amount             City, State               Date                               Office: Elkhart Central 60-576
$862,468.72        Elkhart, IN               March 15, 2000

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FOR VALUE RECEIVED, the undersigned ("Debtor") promises to pay to the order of
NATIONAL CITY BANK of Indiana ("Bank"), which has its principal place of
business in Elkhart, Indiana, at any office of Bank, Eight Hundred Sixty-Two
Thousand Four Hundred Sixty-Eight and 72/100 DOLLARS in lawful money of the
United States together with interest, in 60 consecutive monthly installments,
commencing the 15th day of April, 2000. Each installment shall consist of
(XX)     principal in the amount of Seven Thousand One Hundred Eighty-Two and
         24/100 dollars ($7,182.24) plus the unpaid interest accrued on this
         note, except that the final installment shall be in such amount as will
         pay all of the unpaid principal of and unpaid interest accrued on this
         note in full. Prior to maturity, principal and any overdue interest
         shall bear interest computed daily (on the basis of a 360-day year and
         actual days elapsed) at a rate which shall be
(XX)     a fluctuating rate which is (SEE ATTACHED ADDENDUM). Debtor may prepay
         the principal of this note in whole or in part at any time without
         premium or penalty.

Concurrently with each prepayment of the principal of this note, Debtor shall
pay the unpaid interest accrued on the principal being prepaid, and each
prepayment shall be applied to the outstanding installments of this note in the
inverse order of their respective due dates.

Debtor authorizes Bank to share all credit and financial information relating to
Debtor with Bank's parent company, and with any subsidiary or affiliate company
of Bank or of Bank's parent company.

If Debtor fails to pay an installment in full within ten (10) days after its due
date, Debtor, in each case, will incur and shall pay a late charge equal to the
greater of twenty dollars ($20.00) or five percent (5%) of the unpaid amount.
The payment of late charge will not cure or constitute a waiver of any Event of
Default under this note.

Except as otherwise provided in writing, payments will be applied first to
installments in the order of their respective due dates and then to late charges
in the order of their respective due dates; provided, however, that if a payment
so applied would pay the principal of this note in full, but leave late charges
outstanding, such payment will inste3ad be applied to late charges prior to
being applied to the principal portion of the final installment. Each payment of
an installment shall be applied first to accrued but unpaid interest and then to
principal. In its discretion, Bank may, from time to time, unilaterally change
any provision for the application of payments and installments by giving a
written notice to Debtor of the change. The notice shall be mailed to the
address indicated herein or such other address that Debtor may furnish in
writing to an appropriate officer of Bank and shall be mailed not less than
fifteen (15) days prior to the effective date of such change.

If this note is not paid in full at maturity (whether by lapse of time,
acceleration of maturity or otherwise), the interest rate otherwise in effect
hereunder shall be increased by three percent (3%) per annum, provided that in
no event shall the principal of and interest on this note bear interest after
maturity at a rate less than the interest rate actually in effect hereunder
immediately after maturity.

In consideration of Bank's granting the loan evidenced by this note, Debtor
further agrees with Bank as follows:

1.       (WARRANTIES) Debtor represents and warrants to Bank as follows:

         1.1      (ORGANIZATION) Debtor is a corporation organized and in good
                  standing under Delaware law having its chief executive office
                  at the address set forth opposite Debtor's signature below.
                  Debtor has only the following Subsidiaries, if any:
                  __________N/A__________. Debtor is duly qualified to transact
                  business in each state or other jurisdiction in which Debtor
                  owns or leases any real property or in which Debtor's counsel
                  reasonably believes such qualification is necessary.

         1.2      (AUTHORITY) Debtor has requisite power and authority to enter
                  into this note. No registration with or approval of any
                  governmental agency of any kind is required on the part of
                  Debtor for the due execution and delivery or for the
                  enforceability of this note. Each officer executing and
                  delivering this note on behalf of Debtor has been duly
                  authorized to do so. Neither the execution and delivery of
                  this note by Debtor nor its performance and observance of the
                  respective provisions hereof will violate any existing
                  provision in its articles of incorporation, regulations or
                  by-laws or any applicable law or violate or otherwise
                  constitute a default under any contract or other obligation
                  now existing and binding upon it. Upon the execution and
                  delivery hereof, this note will become a valid and binding
                  obligation of Debtor.

         1.3      (LITIGATION) No litigation or proceeding is pending against
                  Debtor before any court or any administrative agency which in
                  the opinion of Debtor's officers might, if successful, have a
                  material, adverse effect on Debtor.

         1.4      (TAXES) Debtor has filed all federal, state and local tax
                  returns which are required to be filed by it and paid all
                  taxes due as shown thereon (except to the extent, if any,
                  permitted by subsection 2.2). Neither the Internal Revenue
                  Service nor any other federal, state or local taxing authority
                  has alleged any material default by Debtor in the payment of
                  any tax material in amount or threatened to make any
                  assessment in respect thereof which has not been reflected in
                  the financial statements referred to in subsection 1.7.

         1.5      (ASSETS) Debtor has good and marketable title to all assets
                  reflected in its December 31, 1999, balance sheet except for
                  changes resulting from transactions in the ordinary course of
                  business. All such assets are clear of any mortgage, security
                  interest or other lien of any kind other than any permitted by
                  subsection 4.3.

         1.6      (COMPLIANCE WITH LAW) Debtor's operations are in full
                  compliance with all material requirements imposed by law,
                  whether federal or state, including, without limitation, the
                  Occupational Safety and Health act, federal and state
                  environmental protection laws and zoning ordinances.

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         1.7      (FINANCIAL STATEMENTS) All financial statements and credit
                  applications delivered by Debtor to Bank accurately reflect
                  Debtors financial condition and operations at the times and
                  for the periods therein stated.

2.       (AFFIRMATIVE COVENANTS) Debtor agrees that so long as any Bank Debt
         remains outstanding, Debtor shall perform and observe each of the
         following: (SEE ATTACHED ADDENDUM)

         2.1      (FINANCIAL STATEMENTS) Debtor will furnish each of the
                  following to Bank

         (a)      as soon as available and in any event within one hundred
                  twenty (120) days after the end of each of Debtor's fiscal
                  years, an annual report of Debtor for that year. If this box (
                  ) is checked, then Debtor's annual report shall be ( ) audited
                  ( ) reviewed ( ) compiled by a certified public accountant
                  selected by Debtor and reasonably acceptable to Bank.

         (b)      If this box (XX) is checked, then as soon as available and in
                  any event within sixty (60) days after the end of each of the
                  quarterly periods of each of Debtor's fiscal years,

                  (1)      Debtor's balance sheet as at the end of the period
                           and its income statement and surplus reconciliation
                           for Debtor's current fiscal year to date certified by
                           an appropriate officer of Debtor to be true and
                           complete to the best of his knowledge and belief, and

                  (2)      That officer's certification that he knows of no
                           Potential Event of Default that is then existing or
                           if any does, a brief description thereof and of
                           Debtor's intentions in respect thereof,

         (c)      forthwith upon Bank's written request, such other information
                  in writing about Debtor's financial condition, properties and
                  operations as Bank may from time to time reasonably request.

        All of Debtor's financial statements shall be prepared in accordance
        with GAAP consistently applied except as disclosed therein and in form
        and detail satisfactory to Bank.

         2.2      (TAXES) Debtor will pay in full, prior in each case to the
                  date when penalties for the nonpayment thereof would attach,
                  all taxes, assessments and governmental charges and levies for
                  which it may be or become subject and all lawful claims which,
                  if unpaid, might become a lien or charge upon its property;
                  provided, that no item need be paid so long as and to the
                  extent that it is contested in good faith and by timely and
                  appropriate proceedings effective to stay the enforcement
                  thereof.

         2.3      (RECORDKEEPING) Debtor will at all times keep true and
                  complete financial records in accordance with GAAP and,
                  without limiting the generality of the foregoing, make
                  appropriate accruals to reserves for estimated and contingent
                  losses and liabilities. Debtor will permit Bank at all
                  reasonable times to examine Debtor's properties and records
                  and to make copies of and extracts from such records at Bank's
                  expense.

         2.4      (INSURANCE) Debtor will keep itself and all of its insurable
                  properties insured at all times to such extent, by such
                  insurers and against such hazards and liabilities as is
                  generally and prudently done by like businesses, and further
                  in accordance with the provisions of the Related Writings.

         2.5      (EXISTENCE) Debtor will at all times maintain its existence,
                  rights and franchises.

         2.6      (COMPLIANCE WITH LAW) Debtor will comply with all applicable
                  provisions of the Occupational Safety and Health Act, federal
                  and state environmental protection laws and every other law
                  (whether statutory, administrative, judicial or other and
                  whether federal, state or local) and every lawful governmental
                  order if non-compliance with such law or order would have a
                  material, adverse effect on Debtor's business or credit;
                  provided, that any alleged noncompliance shall not be an Event
                  of Default if and to the extent

                  (a)      appropriate corrective measures are commenced within
                           thirty (30) days after the non-compliance becomes
                           apparent or is alleged, and thereafter and diligently
                           pursued to the satisfaction of or being corrected by
                           procedures satisfactory to the court, agency or other
                           governmental authority in question, or

                  (b)      the alleged non-compliance is contested in good faith
                           by timely and appropriate proceedings effective to
                           stay the enforcement thereof.

         2.7      (MAINTENANCE) Debtor will maintain all of its fixed assets in
                  good working order and condition, ordinary wear and tear
                  excepted.

         2.8      (NOTICES) Debtor will cause its chief financial officer, or in
                  his absence another officer designated by him, to give Bank
                  prompt written notice whenever (a) Debtor receives notice from
                  any ERISA regulator that a default under ERISA exists, (b)
                  Debtor receives notice from any court, agency or other
                  governmental authority of any alleged non-compliance with any
                  law or order of the kind referred to in subsection 2.6, (c)
                  the Internal Revenue Service or any other federal, state or
                  local taxing authority shall allege any material default by
                  Debtor in the payment of any tax material in amount or shall
                  threaten or make any assessment in respect thereof, (d) any
                  litigation or proceeding shall be brought against Debtor
                  before any court or administrative agency which, if
                  successful, might have a material, adverse effect on Debtor,
                  (e) there shall be filed any application for a determination
                  of the qualified status of any employee benefit plan, or (f)
                  he reasonably believes that any Potential Event of Default has
                  occurred or that any other representation or warranty made in
                  section 1 shall for any reason have ceased in any material
                  respect to be true and complete.

         2.9      (BUSINESS PURPOSE) All funds disbursed under this note will be
                  used for business or commercial purposes.


3.       (FINANCIAL COVENANTS) Debtor will comply with the following financial
         covenants with Bank as follows (applicable subsections must be
         initialed by Debtor): (SEE ATTACHED ADDENDUM)

4.       (NEGATIVE COVENANTS) Debtor further covenants with Bank as follows:

         4.1      (MERGERS) Debtor will not

                  (a)      be a party of any merger or consolidation,

                  (b)      purchase or otherwise acquire the business or all or
                           substantially all of the assets of another
                           corporation or business, or
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                  (c)      lease as lessor, sell, sell-leaseback or otherwise
                           transfer (whether in one transaction or a series of
                           transactions) all or any substantial part of its
                           fixed assets (other than chattels that shall have
                           become obsolete or no longer useful in its present
                           business).

         4.2      (BORROWINGS) Debtor will not create, assume or have
                  outstanding at any time any Debt; provided, that this
                  subsection shall not apply to any Bank Debt or any
                  Subordinated Debt or any existing or future Debt secured by a
                  purchase money security interest permitted by subsection 4.3
                  or incurred under a lease permitted by subsection 4.3 or any
                  existing Debt fully disclosed in Debtor's most recent
                  financial statements, and any renewal or extension thereof in
                  whole or in part.

         4.3      (LIENS: LEASES) Debtor will not (a) acquire or hold any
                  property subject to any land contract, inventory consignment,
                  lease or other title retention contract, (b) sell or otherwise
                  transfer any Receivables, whether with or without recourse, or
                  (c) suffer or permit any property now owned or hereafter
                  acquired by it to be or become encumbered by any mortgage,
                  security interest, lien or financing statement; provided, that
                  this subsection shall not apply to (i) any lien for a tax,
                  assessment or government charge or levy, (ii) any lien
                  securing only workers' compensation, unemployment insurance or
                  similar obligations, (iii) any mechanic's, carrier's,
                  landlord's or similar common law or statutory lien incurred in
                  the normal course of business, (iv) zoning or deed
                  restrictions, public utility easements, minor title
                  irregularities and similar matters having no adverse effect as
                  a practical matter on the ownership or use of any of the
                  property in question, (v) any lien securing or given in lieu
                  of surety, stay, appeal or performance bonds, or securing
                  performance of contracts or bids (other than contracts for the
                  payment of money borrowed), or deposits required by law or
                  governmental regulations or by any court order, decree,
                  judgment or rule or as a condition to the transaction of
                  business or the exercise of any right, privilege or license,
                  (vi) any existing lien fully disclosed in Debtor's most recent
                  financial statements delivered to Bank, *(vii) any mortgage,
                  security interest or other lien which is created or assumed in
                  purchasing, constructing or improving any real property or to
                  which any real property is subject when purchased; provided,
                  that (A) the mortgage, security interest or other lien is
                  confined to the property in question and (B) the Debt secured
                  thereby does not exceed the total cost of the purchase,
                  construction or improvement, (viii) any lease as lessee, (ix)
                  any transfer of a check or other medium of payment for deposit
                  or collection, or any similar transaction in the normal course
                  of business, or (x) any financing statement perfecting a
                  security interest that would be permissible under this
                  subsection.

5.       (DEFAULT; REMEDIES) The occurrence of any of the following shall
         constitute an Event of Default hereunder: (a) Debtor's Bank Debt or any
         part thereof shall not be paid in full promptly when due (whether by
         lapse of time, acceleration of maturity or otherwise); (b) any Obligor
         shall die or be dissolved; (c) any representation or warranty by any
         Obligor in this note or any Related Writing shall be false or erroneous
         in any material respect; (d) any Obligor shall fail or omit to perform
         or observe any agreement made by that Obligor in this note or in any
         Related Writing; (e) a judgment shall be entered against any Obligor in
         any court of record; (f) any deposit account of any Obligor is attached
         or levied upon; (g) any voluntary petition by or involuntary petition
         against any Obligor shall be filed pursuant to any chapter of any
         bankruptcy code or any Obligor shall make an assignment for the benefit
         of creditors, or there shall be any other marshalling of the assets and
         liabilities of any Obligor for the benefit of the Obligor's creditors;
         or (h) any Obligor's Bank Debt or any part thereof shall not be paid in
         full immediately when due (whether due by lapse of time, or
         acceleration or otherwise). Upon the occurrence of an Event of Default,
         the holder of this note may, in its sole discretion, declare this note
         to be due and payable, and the principal of and interest on this note
         shall thereupon become immediately payable in full, without any
         presentment, demand, or notice of any kind, which Debtor hereby waives.
         Debtor will pay to Bank all costs and expenses of collection of this
         note, including, without limitation, attorneys' fees.


6.       (DEFINITIONS) In addition to the words and terms elsewhere defined in
         this note, any accounting term used in this note shall have the meaning
         ascribed thereto by GAAP, and the following words and terms shall have
         the following meanings:

               Account Officer means that officer who at the time in question is
               designated by Bank as the officer having primary responsibility
               for giving consideration to Debtor's requests for credit or, in
               that officer's absence, that officer's immediate superior or any
               other officer who reports directly to that superior officer;

               Bank Debt means Debt payable to Bank, whether initially payable
               to Bank or acquired by Bank by purchase, pledge or otherwise and
               whether assigned or participated to or from Bank in whole or in
               part;

               Business Day means a day on which Bank's main office is open to
               the public for carrying on substantially all of its banking
               functions, but shall not include Saturdays, Sundays or legal
               holidays;

               Debt means, collectively, all monetary liabilities, and any
               charges and expenses incurred in connection therewith, now or
               hereafter owing by the Person or Persons in question, including,
               without limitation, every such liability whether owing by such
               Person or one (1) of such Persons alone or jointly, severally or
               jointly and severally, whether created by loan, overdraft,
               guaranty or other contract or by quasi-contract, tort, statute or
               other operation of law;

               ERISA means the Employee Retirement Income Security Act of 1974,
               as amended from time to time;

               ERISA Regulator means any governmental agency having any
               regulatory authority over any of Debtor's pension plans,
               including, without limitation, the Department of Labor, the
               Internal Revenue Service and the Pension Benefit Guaranty
               Corporation;

               GAAP refers to generally accepted accounting principles, applied
               on a basis consistent with Debtor's accounting procedures in
               effect on the date hereof;

               Obligor means any Person who is or shall become obligated or
               whose property is or shall serve as collateral for the payment of
               Debtor's Bank Debt or any part thereof in any manner, and in
               addition to Debtor, includes, without limitation, any maker,
               endorser, guarantor, subordinating creditor, assignor, pledgor,
               mortgagor or hypothecator of property;

               Person means a natural person or entity of any kind, including,
               without limitation, any corporation, partnership, trust,
               governmental body, or any other form or kind of entity;

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               Potential Event of Default means an event which constitutes, or
               which with the lapse of time or the giving of notice or both
               would constitute an Event of Default;

               Prime Rate means the fluctuating rate of interest which is
               publicly announced from time to time by Bank at its principal
               place of business as being its "prime rate" or "base rate"
               thereafter in effect, with each change in the Prime Rate
               automatically, immediately and without notice changing the
               fluctuating interest rate thereafter applicable hereunder, it
               being agreed that the Prime Rate is not necessarily the lowest
               rate of interest then available from Bank on fluctuating rate
               loans;

               Receivable means a claim for money due or to become due to
               Debtor, whether classified as an account, instrument, chattel
               paper, general intangible, incorporeal hereditament or otherwise,
               and all proceeds of the foregoing;

               Reinvestment Rate means a rate of interest equal to the "bond
               equivalent yield" for the most actively traded issues of U. S.
               Treasury Bills, U. S. Treasury Notes or U. S. Treasury Bonds for
               a term similar to the period from the date of prepayment to the
               due date of the final installment of this note and in a principal
               amount comparable to the principal amount being prepaid, all as
               reasonably determined by Bank;

               Related Writing means a writing of any form or substance signed
               by any Obligor (whether as principal or agent) or by any
               attorney, accountant or other representative of any Obligor and
               received by Bank in respect of Debtor's Bank Debt or any part
               thereof, including, without limitation, any credit application,
               credit agreement, reimbursement agreement, financial statement,
               promissory note, guaranty, indenture, mortgage, security
               agreement, authorization, subordination agreement, certificate,
               opinion or any similar writing, but shall not include any
               commitment letter issued by Bank, without regard to whether
               Debtor or any other Person signed or acknowledged receipt
               thereof;

               Subordinated Debt means any Debt the payment of which has been
               subordinated to the payment in full of Bank Debt, whether by its
               terms or by separate written instrument, in either case in form
               and substance satisfactory to Bank;

               Subsidiary means a Person, other than a natural person, of which
               a majority of the outstanding capital stock (or other form of
               ownership) or a majority of the voting power in any election of
               directors is (or upon the exercise of any outstanding warrants,
               options or other rights would be) owned directly, or indirectly
               through one or more Subsidiaries, by another Person, other than a
               natural person; and

               Tangible Net Worth means net worth less intangible assets,
               including, without limitation, patents, trademarks, goodwill and
               treasury stock.

7.       (SHARING INFORMATION) Debtor authorizes Bank to share all credit and
         financial information relating to Debtor with Bank's parent company,
         and with any subsidiary or affiliate company of Bank or of Bank's
         parent company.

8.       (NOTICES) Except as otherwise provided in this note, a notice to or
         request of Debtor shall be deemed to have been given or made hereunder
         when a writing to that effect shall have been delivered to an officer
         of Debtor or five (5) days after a writing to that effect shall have
         been deposited in the United States mail and sent, with postage
         prepaid, by registered or certified mail, to Debtor at the address of
         Debtor's chief executive office (or to such other address as Debtor may
         hereafter furnish to Bank in writing for that purpose), irrespective of
         whether the writing is actually received by Debtor. No other method of
         giving actual notice to or making a request of Debtor is hereby
         precluded. Every notice required to be given to Bank pursuant to this
         note shall be delivered to an Account Officer.

9.       (INTERPRETATION) Any holder's delay or omission in the exercise of any
         right under this note shall not operate as a waiver of that right or of
         any other right under this note. Bank may from time to time in its
         discretion grant Debtor waivers and consents in respect of this note or
         any Related Writing, but no such waiver or consent shall bind Bank
         unless specifically granted by Bank in writing, which writing shall be
         strictly construed. Each right, power or privilege specified or
         referred to in this note or any Related Writing is in addition to and
         not in limitation of any other rights, powers and privileges that Bank
         may otherwise have or acquire by operation of law, by other contract or
         otherwise. The provisions of this note and the Related Writings shall
         bind and benefit Debtor and Bank and their respective successors and
         assigns, including each subsequent holder, if any, of this note. If
         more than one person or entity has signed this note then the term
         "Debtor" means each of them, they are jointly and severally liable on
         this note and on the warrant of attorney below and each shall be the
         agent of the others for all purposes relating to this note. If any
         provision of this note is determined by a court of competent
         jurisdiction to be invalid, illegal or unenforceable, that
         determination shall not affect any other provision of this note, and
         each such other provision shall be construed and enforced as if the
         invalid, illegal or unenforceable provision were not contained herein.
         The captions to the various sections and subsections of this note are
         for convenience of reference only and shall be disregarded in the
         interpretation of this note. This note shall be governed by the law of
         the State of Indiana.

10.      (ENTIRE AGREEMENT) This note and the Related Writings set forth the
         entire agreement between the parties regarding the transactions
         contemplated hereby, and supercede all prior agreements, discussions,
         representations and understandings, whether written or oral, and any
         and all contemporaneous oral agreements, commitments, discussions,
         representations and understandings between the parties relating to the
         subject matter hereof.

11.      (AMENDMENTS) No amendment, modification or supplement to this note or
         any Related Writing shall be binding unless executed in writing by all
         parties thereto, and this provision shall not be subject to waiver by
         any party and shall be strictly enforced.

12.      (WAIVER OF JURY TRIAL) IN ORDER TO AVOID DELAYS AND MINIMIZE EXPENSE,
         BANK, BY ITS ACCEPTANCE OF THIS NOTE, AND DEBTOR EACH HEREBY KNOWINGLY,
         VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN
         RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF,
         UNDER OR IN CONNECTION WITH THIS NOTE OR ANY RELATED WRITING OR ANY
         AMENDMENT THERETO, WHETHER NOW EXISTING OR HEREINAFTER ARISING AND
         WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
         HEREBY AGREES AND

<PAGE>

         CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
         BE DECIDED BY A COURT TRIAL WITHOUT A JURY, AND A COPY OF THIS NOTE OR
         OF THIS PROVISION OF THIS NOTE MAY BE FILED WITH ANY COURT AS EVIDENCE
         OF THE CONSENT OF EACH OF THE PARTIES HERETO TO THE WAIVER OF ITS RIGHT
         TO TRIAL BY JURY.

Address: 57500 COUNTY ROAD SOUTH                      PIERCE PLASTICS, INC.
        ------------------------------         ---------------------------------
                                                            Debtor
         ELKHART, INDIANA 46516                By:
--------------------------------------            ------------------------------
                                                         Paul Rudovsky,
                                                     Executive Vice President

Address:
        ------------------------------         ---------------------------------
                                                            Debtor
                                               By:
--------------------------------------            ------------------------------

<PAGE>

                     $862,468.72 COMMERCIAL INSTALLMENT NOTE
                                   "Addendum"

(INTEREST RATE)
 -------------

Borrower's option of the following:

A)       a fluctuating rate which is fifty one-hundredth's percent (0.50%) per
         annum below Prime Rate.
B)       a fluctuating rate which is one and seventy five one-hundredth's
         percent (1.75%) above the applicable 30, 60 or 90 day LIBOR contract
         period exercised.

SECTION 2. (AFFIRMATIVE COVENANTS)

2.1      (FINANCIAL STATEMENTS)

Guarantor (Atlantis Plastics, Inc.) will furnish to Bank within one hundred
twenty (120) days after each fiscal year an Annual report of the Guarantor.

SECTION 3. (FINANCIAL COVENANTS)

3.4      (PRETAX INTEREST COVERAGE) Guarantor (Atlantis Plastics, Inc.) will
         not, during any fiscal year of Guarantor commencing with the present
         fiscal year), suffer or permit the ratio of (a) the aggregate of its
         net income for that year plus its interest expense for that year plus
         its federal, state and local income taxes for that year plus
         depreciation expense for that year plus amortization expense for that
         year (EBITDA) to (b) its net interest expense (excluding amortization
         of loan fees) for that year, to be less than 2.0:1.




Initial: _________